Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern access to the website operated under the Xennobyte Technologies brand, the purchase or use of our professional services, and, where applicable, access to software-as-a-service products and other technology solutions supplied by us.

These Terms should be read together with any quotation, proposal, statement of work, order form, subscription agreement, software licence agreement, data processing agreement, service level agreement or other written agreement entered into between Xennobyte and a Client.

By:

• accessing or using our Website;
• accepting a quotation, proposal, order form or statement of work that incorporates these Terms;
• creating or using an account for one of our SaaS products;
• paying an invoice for Services subject to these Terms; or
• otherwise expressly agreeing to these Terms,

you acknowledge that you have read and understood these Terms and agree to be bound by them.

If you are accepting these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

Business use. Our Services are intended primarily for businesses, organisations, institutions and persons acting for purposes related to their trade, business or profession. Unless expressly agreed otherwise, our Services are not marketed or supplied primarily for personal, domestic or household use.

If a separately signed agreement between Xennobyte and a Client conflicts with these Terms, the separately signed agreement will prevail to the extent of the conflict.

Electronic communications, electronic records and electronic acceptance of these Terms are valid under the Electronic Commerce Act 2006.

Nothing in these Terms excludes or limits any right, guarantee or remedy that cannot lawfully be excluded under Malaysian law, including any mandatory right under the Consumer Protection Act 1999 that applies to a particular transaction.

2. Business Information

For the purposes of these Terms, the service provider is:

• Registered business name: XENNOBYTE TECHNOLOGIES
• Trading name: Xennobyte Technologies
• SSM registration number: 202303060483 (CT0118592-M)
• Business type: Sole proprietorship registered in Malaysia under the Registration of Businesses Act 1956
• Country of registration: Malaysia
• Registered / head office: No. 37, Jalan Panglima Awang 35/116, Alam Impian, Section 35, 40470 Shah Alam, Selangor, Malaysia
• Business email: [email protected]
• Telephone: +6014 649 1820
• Website: https://xennobyte.com
• Year founded: 2023

References to "Xennobyte", "Xennobyte Technologies", the "Business", "we", "us" or "our" mean the registered business identified above.

3. Definitions

For these Terms:

3.1 "Client" or "Customer"

Means the business, organisation, institution or other person purchasing, subscribing to or receiving Services from Xennobyte for purposes related to its trade, business or profession.

3.2 "Client Data"

Means information, records, files, documents, content, personal data or other materials supplied by or on behalf of a Client or processed through the Services for that Client.

3.3 "Deliverables"

Means software, documentation, designs, configurations, reports, integrations or other work products that Xennobyte expressly agrees to produce for a Client under an applicable SOW.

3.4 "Fees"

Means all amounts payable to Xennobyte under a quotation, SOW, invoice, order form, subscription plan or other applicable agreement.

3.5 "SaaS"

Means software hosted or operated by or for Xennobyte and made available to customers as an online service, including DIMS where applicable.

3.6 "Services"

Means any services or products supplied by Xennobyte, including custom software development, SaaS products, technology consulting, cybersecurity services, system integration, cloud solutions, implementation, training, maintenance and support.

3.7 "SOW"

Means a statement of work, proposal, quotation, order form or similar document describing particular Services, Deliverables, Fees, milestones or commercial terms.

3.8 "Website"

Means Xennobyte's public website at https://xennobyte.com and any Xennobyte-controlled pages to which these Terms apply.

4. Scope of Services

Xennobyte Technologies provides enterprise technology services which may include:

1. bespoke and custom software development;
2. SaaS products and subscription-based software;
3. IT and technology consulting;
4. cybersecurity services;
5. system and application integration;
6. cloud architecture, migration and infrastructure solutions;
7. implementation, configuration and deployment;
8. software maintenance and technical support;
9. training and technical documentation; and
10. other technology services agreed in writing.

One of Xennobyte's SaaS products is DIMS (Driving Institute Management System), a platform intended for Malaysian driving institutes covering functions such as enrolments, training, scheduling, payments, billing, documents and institute operations.

The exact scope, assumptions, exclusions, timelines and Deliverables for professional services will normally be specified in the applicable quotation, proposal or SOW.

Nothing displayed on the Website constitutes a binding offer unless expressly stated otherwise.

5. Quotations, Proposals and Orders

5.1 Quotations and proposals

A quotation or proposal issued by Xennobyte is valid for the period stated in that document. If no validity period is specified, Xennobyte may withdraw or revise it before acceptance.

Pricing may be based on assumptions concerning scope, complexity, integrations, data availability, Client resources, technical environment and other project conditions.

5.2 Acceptance

A project or order becomes binding when Xennobyte accepts the Client's order through one or more of the following:

• execution of an SOW or agreement;
• written acceptance by authorised representatives;
• receipt of an agreed deposit or advance payment;
• issuance of an order confirmation; or
• commencement of work at the Client's authorised request.

5.3 Changes in scope

Requests outside the agreed scope may require:

• a change request;
• revised timelines;
• additional Fees; and/or
• a revised SOW.

Xennobyte is not required to perform material out-of-scope work unless agreed in writing.

6. Client Responsibilities

The Client shall:

1. provide complete, accurate and timely information reasonably required to perform the Services;
2. provide appropriate access to personnel, systems, data, premises or third-party services where required;
3. obtain necessary internal approvals, licences, permissions and consents;
4. make decisions and provide feedback within agreed timeframes;
5. ensure that Client Data supplied to Xennobyte may lawfully be collected, used, disclosed and processed;
6. maintain appropriate security over its accounts, credentials and devices;
7. comply with applicable laws and regulations;
8. use the Services only for lawful business purposes; and
9. comply with reasonable technical and security requirements communicated by Xennobyte.

Delays caused by the Client, its suppliers or other matters outside Xennobyte's reasonable control may result in corresponding changes to delivery dates and, where additional work or resources are required, additional Fees.

7. Acceptable Use

Clients and authorised users must not use the Website or Services to:

• violate applicable law;
• infringe intellectual property, privacy or other rights;
• distribute malware or malicious code;
• attempt unauthorised access to systems or accounts;
• interfere with the availability, integrity or security of the Services;
• circumvent usage, access-control or security restrictions;
• conduct unlawful surveillance or processing of personal data;
• use the Services for fraudulent or deceptive activity; or
• materially compromise Xennobyte's infrastructure or that of another customer.

In relation to SaaS Services, Clients and authorised users must also not:

• reverse engineer, decompile or disassemble the SaaS Service except where applicable law prevents such restriction;
• attempt to access or derive source code from the SaaS Service;
• circumvent tenant, usage, access-control or other security restrictions;
• sublicence, resell or transfer SaaS access without Xennobyte's prior written approval;
• share accounts with persons who are not authorised users;
• scrape, crawl or use automated means to bulk-extract data from the SaaS Service except as expressly permitted; or
• interfere with security mechanisms or monitoring of the SaaS Service.

Xennobyte may restrict or suspend access where reasonably necessary to protect the Services, other customers, third parties or Xennobyte.

8. Fees, Invoicing and Payment

8.1 Fees

The Client shall pay the Fees specified in the relevant quotation, SOW, subscription plan or invoice.

Unless expressly stated otherwise, Fees are quoted in Malaysian Ringgit (MYR).

8.2 Invoices and payment periods

Invoices shall be payable within 14 days from the invoice date unless different terms are specified in the applicable SOW or invoice.

Xennobyte may require:

• deposits;
• milestone payments;
• advance payments;
• recurring subscription payments; or
• payment before delivery or activation.

8.3 Payment processing

Online payments may be processed through Xendit and other approved third-party payment providers.

Available methods may include cards, online banking, e-wallets and other methods made available by the payment processor.

Customers may also be subject to the payment processor's applicable terms and privacy practices.

8.4 Late payment

If an undisputed invoice is overdue, Xennobyte may:

1. issue a payment reminder;
2. pause further project work;
3. suspend access to affected paid Services;
4. defer delivery of Deliverables; and/or
5. charge reasonable late-payment or recovery costs where expressly agreed and permitted by applicable law.

Before suspending a material Service for non-payment, Xennobyte will ordinarily provide reasonable notice unless immediate action is reasonably necessary.

8.5 Disputed invoices

A Client should notify Xennobyte promptly of a genuine billing dispute and provide sufficient information to allow Xennobyte to investigate it.

Undisputed portions of an invoice remain payable.

9. Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise.

XENNOBYTE TECHNOLOGIES is registered for Service Tax under the Service Tax Act 2018 (SST registration number: B16-2303-32100008). Where a Service is a taxable service, Service Tax will be charged at the prevailing statutory rate of 8% and added to the invoice.

The Client remains responsible for taxes, duties or charges imposed on it in connection with its purchase or use of the Services, except taxes imposed directly on Xennobyte's net income.

10. SaaS Subscriptions

10.1 Subscription plans

SaaS Services may be offered under monthly, annual, usage-based, per-enrolment or other pricing arrangements.

The applicable:

• subscription period;
• included features;
• usage limits;
• Fees;
• billing frequency; and
• renewal arrangements

will be disclosed in the relevant order form, subscription plan, product page or SaaS agreement.

10.2 Free trial

DIMS and other SaaS products may be offered with a 14-day free trial. The trial duration and any limitations will be stated at the time the trial is activated.

No subscription Fee is charged during a genuine free trial unless the Client has separately agreed to conversion to a paid plan or another chargeable service. At the end of the trial, paid access continues only if the Client has agreed to a paid subscription.

10.3 Subscription commencement

A paid subscription begins on the activation date or other commencement date stated in the applicable order.

10.4 Renewal

Where a subscription is described as automatically renewing, it will renew for successive billing periods unless cancelled in accordance with the applicable subscription terms.

Automatic renewal will only apply where it has been communicated to and agreed by the Client.

10.5 Cancellation

Unless a separate agreement states otherwise, cancellation stops renewal at the end of the current paid subscription period.

Cancellation does not entitle the Client to a refund for the unused part of a subscription period after the paid period has begun. Refund eligibility is governed by Xennobyte's Refund Policy and any applicable SOW or subscription agreement.

10.6 Plan changes

Upgrades may take effect immediately or from the next billing cycle as stated at the time of the change.

Downgrades ordinarily take effect from the next billing cycle unless otherwise agreed.

10.7 Suspension for non-payment

Xennobyte may suspend a SaaS account where Fees remain overdue after reasonable notice.

Suspension does not by itself terminate the Client's obligation to pay amounts already due.

10.8 Product changes

Xennobyte may update SaaS products to:

• add or improve functionality;
• maintain security;
• address vulnerabilities;
• comply with applicable laws;
• improve performance or reliability; or
• replace obsolete technologies.

Xennobyte will use reasonable efforts to provide advance notice of changes that materially reduce core paid functionality where practicable.

11. Intellectual Property

11.1 Pre-existing Xennobyte intellectual property

Xennobyte retains ownership of intellectual property developed or owned independently of a Client project, including:

• software frameworks;
• libraries;
• development tools;
• reusable components;
• templates;
• methodologies;
• architectures;
• algorithms;
• processes;
• know-how; and
• general technical knowledge.

These materials are referred to as "Background IP".

11.2 Bespoke Deliverables

Ownership and licensing arrangements for bespoke Deliverables shall be specified in the applicable SOW. The SOW determines whether a bespoke Deliverable is assigned or licensed. Any assignment of copyright shall be documented in writing in accordance with the Copyright Act 1987.

Unless otherwise agreed in the applicable SOW, upon full payment of all Fees relating to bespoke Deliverables, Xennobyte will assign or grant to the Client the agreed ownership or licence rights in Client-specific code comprising those Deliverables, as stated in that SOW.

Unless expressly assigned in writing in the applicable SOW:

• Xennobyte Background IP is never assigned and remains owned by Xennobyte;
• open-source software incorporated into a Deliverable remains governed by its applicable open-source licence;
• third-party commercial components remain governed by their respective licence terms; and
• reusable improvements, tools, frameworks, components, modules, integrations, deployment patterns, libraries or know-how developed by Xennobyte during a Client project remain Xennobyte Background IP, even if developed while delivering that Client's engagement, unless the SOW expressly states otherwise.

Such ownership or licence does not include Background IP except as licensed below, third-party software, open-source components, or materials expressly identified as licensed rather than assigned.

Where Background IP is incorporated into a bespoke Deliverable, Xennobyte grants the Client a non-exclusive licence to use that Background IP to the extent reasonably necessary to use the Deliverable for its intended purpose, unless the SOW states otherwise.

11.3 SaaS intellectual property

All intellectual property rights in Xennobyte's SaaS products, including DIMS, remain owned by Xennobyte or its licensors.

Payment of SaaS Fees does not transfer ownership of the underlying software.

Subject to these Terms and payment of applicable Fees, Xennobyte grants the Client a limited, non-exclusive, non-transferable right to access and use the relevant SaaS Service during the subscription term for the Client's internal business purposes.

Except where a statutory right prevents restriction, the Client and its authorised users must not:

• reverse engineer, decompile or disassemble the SaaS Service;
• attempt to obtain or derive source code from the SaaS Service;
• copy or reproduce the functionality of the SaaS Service;
• sublicence, resell or transfer SaaS accounts or access rights;
• share accounts with persons who are not authorised users;
• use the SaaS Service, including DIMS, to build or assist in building a competing product or service;
• scrape, crawl or use automated means to extract data from the SaaS Service except as expressly permitted; or
• circumvent tenant, usage, access-control or security restrictions.

11.4 Client materials and Client Data

As between the parties, the Client retains all right, title and interest in Client Data. Xennobyte acquires no ownership rights in Client Data merely by hosting or processing it.

The Client grants Xennobyte only the rights reasonably necessary to host, reproduce, transmit, back up and otherwise process Client Data for providing the Services.

The Client retains ownership of its trademarks, data, content and other materials supplied to Xennobyte.

The Client grants Xennobyte a limited right to use such materials as reasonably necessary to provide the Services.

11.5 Open-source and third-party software

Deliverables may contain open-source or third-party components governed by their own licence terms. Those licence terms apply to the relevant components.

12. Confidentiality

Each party shall protect confidential information received from the other party and shall use it only for purposes relating to the Services.

Confidential information may include:

• source code;
• system architecture;
• security information;
• pricing;
• business plans;
• customer information;
• technical documentation;
• trade secrets; and
• non-public commercial information.

Confidentiality obligations do not apply to information that:

1. is or becomes publicly available without breach of an obligation;
2. was lawfully known to the receiving party before disclosure;
3. is independently developed without use of the confidential information;
4. is lawfully obtained from a third party without confidentiality restrictions; or
5. must be disclosed by law, court order or regulatory requirement.

Where disclosure is legally required, the receiving party should, where legally permitted, provide reasonable notice to the disclosing party.

13. Data Protection

Each party shall comply with applicable personal-data protection requirements, including the Malaysian Personal Data Protection Act 2010 and applicable amendments, regulations, standards and guidelines.

Where Xennobyte materially processes personal data on behalf of a Client in connection with SaaS or managed Services, the processing may additionally be governed by Xennobyte's Data Processing Agreement ("DPA"), which forms part of the applicable SaaS agreement where incorporated.

Xennobyte's collection and processing of personal data is further described in its Privacy Policy.

14. Third-Party Services

The Services may depend on third-party providers, including:

• cloud infrastructure providers;
• hosting and content-delivery providers;
• payment providers such as Xendit;
• communications and messaging providers;
• identity or authentication providers;
• domain and DNS providers;
• external APIs;
• software libraries; and
• other technology suppliers.

The public Website is hosted on infrastructure located in Malaysia. Our SaaS products, including DIMS, may be hosted in Singapore and other jurisdictions in which our approved service providers and subprocessors operate. Availability may therefore depend on infrastructure located outside Malaysia.

Third-party services may be governed by separate terms.

Xennobyte is not responsible for an interruption, change or failure caused solely by a third-party provider outside Xennobyte's reasonable control, although Xennobyte will use commercially reasonable efforts to manage providers and restore affected Xennobyte-controlled Services where appropriate.

15. Warranties

15.1 Professional services

Xennobyte will use reasonable skill and care in delivering professional Services consistent with generally accepted industry practice.

If an SOW contains specific acceptance criteria or warranty periods, those terms will apply.

15.2 SaaS Services

SaaS Services are provided on an "as available" basis.

Xennobyte will use reasonable efforts to maintain the reliability and security of the Services but does not warrant that:

• a Service will operate without interruption;
• software will be completely error-free;
• every defect will be corrected immediately;
• a Service will be compatible with every third-party system; or
• the Services will satisfy requirements that were not expressly agreed.

15.3 No implied business outcome

Unless expressly stated in an SOW, Xennobyte does not guarantee any particular revenue increase, productivity improvement, cost saving, business result or regulatory approval arising from the use of the Services.

15.4 Mandatory rights

Nothing in these Terms excludes warranties, guarantees or rights that cannot lawfully be excluded under Malaysian law.

16. Limitation of Liability

To the maximum extent permitted by Malaysian law:

1. neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss;
2. neither party will be liable for loss of anticipated profit, revenue, business opportunity or goodwill where such loss is indirect or consequential; and
3. Xennobyte's aggregate liability arising from a particular SOW or paid SaaS Service will not exceed the Fees paid or payable to Xennobyte for that SOW or Service during the twelve months immediately preceding the event giving rise to the claim, or, for a project of less than twelve months, the Fees paid or payable for that project.

The limitations above are intended to allocate commercial risk reasonably between business parties.

The aggregate liability cap in paragraph (3) above does not apply to liability arising from fraud, wilful misconduct, breach of confidentiality obligations, infringement indemnity obligations under section 17, Client payment obligations, or other liabilities which cannot legally be limited.

They do not limit liability to the extent that such liability cannot lawfully be excluded or limited, including where applicable liability arising from fraud, death or personal injury caused by negligence, or other liability that Malaysian law prohibits the parties from excluding.

Each party is responsible for taking reasonable measures to reduce or mitigate losses arising from a claim.

To the extent permitted by law, a party must notify the other party of a claim within twenty-four (24) months after becoming aware of the circumstances giving rise to it.

17. Indemnities

Each party shall be responsible for third-party claims, losses or liabilities to the extent caused by that party's:

• wilful misconduct;
• unlawful acts;
• infringement of third-party intellectual property rights through materials supplied by that party; or
• material breach of its confidentiality obligations.

The Client shall additionally be responsible for claims resulting from:

• Client Data supplied unlawfully;
• instructions requiring Xennobyte to use materials that the Client does not have authority to use;
• the Client's unlawful use of the Services; or
• unauthorised modifications made by the Client or another third party to Deliverables or Services.

A party seeking indemnification should promptly notify the other party of the relevant claim and provide reasonable cooperation.

18. Term and Termination

18.1 Project Services

A project continues until completion, termination or expiry in accordance with its SOW.

Either party may terminate an SOW where the SOW expressly allows termination for convenience, subject to the applicable notice requirements and payment obligations.

18.2 Termination for breach

Either party may terminate an affected agreement if the other party materially breaches it and fails to remedy the breach within a reasonable written cure period, ordinarily 14 days, where the breach can be remedied.

Immediate termination may be appropriate for serious unlawful conduct, fraud, deliberate security abuse or an irremediable material breach.

18.3 Insolvency and cessation of business

Subject to applicable insolvency laws, either party may terminate an agreement if the other becomes bankrupt or insolvent, enters into any applicable insolvency process, ceases business, is otherwise unable to pay its debts as they fall due, undergoes a transfer of business, is incorporated into a company, sells substantially all of its business assets, or undergoes another bona fide business reorganisation that materially affects its ability to perform the agreement.

18.4 Effects of termination

Upon termination:

• outstanding Fees for Services already performed remain payable;
• approved expenses and committed third-party costs remain payable where applicable;
• licences and access rights that depend on an active subscription cease;
• each party should return or securely dispose of confidential information as reasonably appropriate; and
• provisions intended by their nature to survive termination remain effective.

18.5 SaaS data following termination

Unless an applicable SaaS agreement specifies otherwise, Xennobyte will ordinarily provide a Client with up to 30 days after termination or expiry to request a reasonable export of Client Data then available in the Service.

After the applicable retention or export period, Xennobyte may delete or anonymise Client Data subject to legal, backup, security and record-retention requirements.

The availability, format and scope of data exports may vary by product.

19. Force Majeure

Neither party will be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances beyond its reasonable control.

Examples may include:

• natural disasters;
• flood or fire;
• epidemic or pandemic;
• war, terrorism or civil disturbance;
• governmental action;
• widespread telecommunications or power failures;
• major internet infrastructure failure;
• failure of critical third-party infrastructure outside reasonable control; or
• labour disruption not limited to the affected party's own workforce.

The affected party should notify the other party where practicable and use reasonable efforts to reduce the impact.

20. Suspension

Xennobyte may temporarily suspend access to all or part of a Service where reasonably necessary because of:

• overdue Fees;
• a security incident or credible security threat;
• unlawful or prohibited activity;
• material violation of these Terms;
• emergency maintenance;
• a regulatory or legal requirement; or
• conduct creating material risk to another customer or Xennobyte's infrastructure.

Where reasonably practicable, Xennobyte will provide prior notice and restore access after the issue has been resolved.

21. Changes to These Terms

Xennobyte may update these Terms from time to time to reflect:

• changes in law;
• changes in business operations;
• changes to Services;
• security or technical requirements; or
• commercial developments.

The "Last updated" date will be revised when changes are published.

Material changes affecting an active paid subscription may also be notified through email, account notification or another reasonable communication method.

Unless otherwise required by law, changes will apply prospectively and will not retrospectively alter the material commercial terms of an already signed SOW.

22. Website Content

Information on the Website is provided for general information about Xennobyte's business and Services.

Although Xennobyte aims to keep Website information accurate, the Website may contain information that becomes outdated or incomplete.

Xennobyte may update or remove Website content without notice.

Product descriptions, roadmaps and statements concerning planned or developing features do not constitute a commitment to deliver a feature unless expressly incorporated into a binding agreement.

23. Assignment

Neither party may assign a material agreement without the other party's prior written consent, which shall not be unreasonably withheld, except that Xennobyte may assign an agreement in connection with bankruptcy, insolvency, cessation of business, transfer of the business, incorporation of the business into a company, sale of substantially all business assets, or another bona fide business reorganisation, subject to applicable law.

24. Entire Agreement

These Terms together with the applicable quotation, SOW, order form and any expressly incorporated policies constitute the agreement between the parties concerning the relevant Services.

They replace prior discussions or representations concerning the same subject matter, except in the case of fraud or where Malaysian law provides otherwise.

25. Severability

If a provision of these Terms is held invalid or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally permitted.

The remaining provisions will continue in effect.

26. No Waiver

Failure to enforce a provision does not waive the right to enforce that provision later.

A waiver is effective only for the specific circumstance for which it is given.

27. Relationship of the Parties

Unless expressly agreed otherwise, the parties are independent contractors.

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between Xennobyte and a Client.

28. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of Malaysia.

The parties shall first use reasonable efforts to resolve disputes through good-faith discussions.

If a dispute cannot be resolved, the parties submit to the non-exclusive jurisdiction of the courts of Malaysia, including the courts of Selangor, subject to any alternative dispute-resolution procedure expressly agreed in writing.

29. Contact

Questions concerning these Terms may be directed to:

XENNOBYTE TECHNOLOGIES

Trading as Xennobyte Technologies

SSM Registration No.: 202303060483 (CT0118592-M)

No. 37, Jalan Panglima Awang 35/116

Alam Impian, Section 35

40470 Shah Alam

Selangor, Malaysia

Email: [email protected]

Telephone: +6014 649 1820

Website: https://xennobyte.com