Please read these terms carefully before using our services. By accessing or using Sales Chatalyst, you agree to be bound by these terms.
This Sales Chatalyst Terms of Service ("Terms") is made and entered into by and between Jesselton Pixel Sdn. Bhd., the creator of Sales Chatalyst AI-Powered Assistant ("Sales Chatalyst"), incorporated and registered in Malaysia with company number 202001041027 whose business address is at K2-08-10, Aeropod Commercial Centre, Kota Kinabalu, Sabah, Malaysia and the entity or person agreeing to these terms ("Customer").
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SALES CHATALYST SERVICES. BY CLICKING "I ACCEPT", OR BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD AND AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND, BY THE FOLLOWING TERMS AND CONDITIONS, including the then-current additional terms applicable to the Services, including the Privacy Policy and Data Processing and Security Agreement ("Additional Terms"). If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the Customer, to these Terms. If you do not have the legal authority to bind the Customer or you do not agree (or cannot comply with) any these Terms, please do not click to accept these Terms or use the Services. These Terms governs the Customer's access to and use of the Services and constitutes a legal and enforceable contract between the Customer and Sales Chatalyst.
This clause sets out the rights granted to the Customer to access and use the Services, and the restrictions and obligations that apply to such use.
Subject to payment of all applicable fees in accordance of Clause 7 of these Terms, the Customer's compliance with the restrictions set out in this clause 1 and the other terms and conditions of these Terms, Sales Chatalyst hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access and use (and permit Authorised Users to access and use) the Services during the Subscription Term solely for the Customer's internal business operations.
Except as otherwise expressly provided in these Terms, Sales Chatalyst has and will retain sole control over the operation, provision, maintenance, and management of the Services, Documentation and the information technology infrastructure used by Sales Chatalyst in performing the Services, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Sales Chatalyst in connection with the Services or otherwise comprise or relate to the Services.
In respect of the Authorised Users, the Customer undertakes that
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
and Sales Chatalyst reserves the right, without liability or prejudice to its other rights to the Customer, to disable, suspend or terminate the Customer's access to any Services and/or Documentation that breaches the provisions of this clause.
The Customer shall not, and shall not permit any other person to:
The Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sales Chatalyst.
Sales Chatalyst may, directly or indirectly, suspend, terminate, or otherwise deny the Customer's or any Authorised User's, access to or use of all or any part of the Services or Documentation, without incurring any resulting obligation or liability, if:
This Clause 1.7 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under these Terms.
The rights provided under this clause 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
This clause sets out the service level commitments, support services, and Sales Chatalyst's rights to modify the Services.
Sales Chatalyst shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of these Terms.
Subject to the terms and conditions of these Terms, Sales Chatalyst shall use commercially reasonable endeavours to make the Services available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Subscription Term, excluding unavailability as a result of any of the exceptions described below in this clause 2.2. The Services will not be considered unavailable in connection with any impaired ability of Customer or its Authorised User(s) to access or use the Services that is due, in whole or in part, to any:
Sales Chatalyst will, as part of the Services, provide the Customer with Sales Chatalyst's standard customer support services during Normal Business Hours in accordance with Sales Chatalyst's Support Services Policy in effect at the time that the Services are provided. Sales Chatalyst may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Sales Chatalyst's then current rates.
Sales Chatalyst may discontinue or make any changes to the Services at any time. If Sales Chatalyst discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, Sales Chatalyst will use commercially reasonable efforts to inform the Customer of the change with reasonable advance notice before such change goes into effect. Sales Chatalyst may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. Sales Chatalyst may provide periodic updates to the Services provided by Sales Chatalyst from time to time. Sales Chatalyst may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time, the use of which may be contingent upon the Customer's agreement to additional requirements.
This clause sets out the ownership, responsibilities, and obligations relating to Customer Data, including data protection and transfer requirements.
The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer hereby grant to Sales Chatalyst a non-exclusive, sublicensable license to access, copy, and use the Customer Data to provide the Services, and otherwise use in accordance with these Terms.
In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Sales Chatalyst shall be for Sales Chatalyst to use reasonable commercial endeavours but at the Customer's expense to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Sales Chatalyst. Sales Chatalyst shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
The parties acknowledge that:
Without prejudice to the generality of clause 3.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Sales Chatalyst for the duration and purposes of these Terms so that Sales Chatalyst may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf.
The Customer shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
The Customer consents to Sales Chatalyst appointing third-party processor of personal data under these Terms.
This clause sets out the Customer's obligations and warranties regarding the use of the Services for direct marketing purposes and compliance with applicable data protection laws.
Without prejudice to the generality of the foregoing, the Customer acknowledges that the provision of the Services by Sales Chatalyst is conditional upon and subject to the Customer having complied with all requirements relating to marketing under all applicable laws, including but not limited to the Data Protection Legislations, and the Unsolicited Electronic Messages Ordinance (Cap.593). Notwithstanding the foregoing, the provision of the Services by Sales Chatalyst shall not constitute or deemed to be Sales Chatalyst's confirmation or certification of the Customer's compliance with such applicable laws.
The Customer undertakes, represents and warrants that it shall comply with the notification requirements under the Data Protection Legislations and shall obtain or undertake to obtain all necessary consent or indication of no objection from its data subjects before using personal data of the data subjects for direct marketing. The Customer acknowledges that Sales Chatalyst will take no further steps or conduct due diligence to verify whether the Customer has obtained such consent or indication of no objection from its data subjects.
The Customer undertakes, represents and warrants that it will not knowingly or unknowingly use personal data of its data subjects for direct marketing without the prior consent or indication of no objection from its data subjects; and will cease to provide such direct marketing to its data subjects upon the Customer becoming aware of the revocation or the absence of the requisite consent or indication of no objection from its data subject.
Neither Sales Chatalyst nor any affiliate, director, employee or agent of the Suppler shall be responsible for or have any liability with respect to any loss suffered by the Customer and its data subjects due to any breach or violation of the applicable laws relating to direct marketing in connection with or arising out of the usage of the Services provided by Sales Chatalyst.
The Customer shall indemnify and hold Sales Chatalyst, its affiliates, directors, employees or agents harmless against and from any and all losses, costs, liabilities, claims, damages and expenses of every kind and character as incurred, resulting from or arising out of (i) any breach, inaccuracy or nonfulfillment or breach of any representation, warranty or undertaking made by the Customer in this Clause 4, or (ii) any breach, violation or failure to comply with the requirements stipulated under the applicable laws relating to direct marketing.
For the purpose of this Clause 4, "direct marketing" means (a) the offering, or advertising of the availability, of goods, facilities or services; or (b) the solicitation of donations or contributions for charitable, cultural, philanthropic, recreational, political or other purposes.
This clause sets out Sales Chatalyst's obligations in performing the Services and the limitations and warranties relating to the Services.
Sales Chatalyst undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sales Chatalyst's instructions, or modification or alteration of the Services by any party other than Sales Chatalyst or Sales Chatalyst's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
Sales Chatalyst:
These Terms shall not prevent Sales Chatalyst from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
This clause sets out the Customer's obligations in relation to the use of the Services, including cooperation, compliance, and responsibilities for Authorised Users.
The Customer shall:
in order to provide the Services and configuration services;
Sales Chatalyst is not responsible or liable for any delay or failure of performance caused in whole or in part by the Customer's delay in performing, or failure to perform, any of its obligations under these Terms.
This clause sets out the fees payable, payment terms, and related obligations for accessing and using the Services.
In order to access and use the Services, the Customer shall pay the Subscription Fees in respect of the Services to Sales Chatalyst in accordance with this Clause 7.
The Customer shall, at the time the Customer register or create an account or otherwise sign up for the use of the Services, provide to Sales Chatalyst valid, up-to-date and complete credit card details or approved purchase order information acceptable to Sales Chatalyst and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
and the Customer shall pay each invoice within 30 days after the date of such invoice.
Sales Chatalyst shall not be responsible for any online handling fees or processing fees incurred by the Customer in connection with the Customer's payment of any fees, including Subscription Fees, by way of credit card pursuant to Clause 7.2(a).
If Sales Chatalyst has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Sales Chatalyst:
All amounts and fees stated or referred to in these Terms:
If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Sales Chatalyst shall charge the Customer, and the Customer shall pay, Sales Chatalyst's then current excess data storage fees.
Sales Chatalyst shall have the sole and absolute discretion to increase the Subscription Fees or the support fees payable pursuant to clause 2.3 at any time during the Free Trial period or Subscription Term (including during the Initial Subscription Term or any subsequent Renewal Period) by providing prior notice to the Customer. If the Customer refuses to increase the Subscription Fees or support fees, the Customer shall have the right to terminate these Terms by giving notice to Sales Chatalyst via registered mail within 7 calendar days following the date of such change. If the Customer exercises such right, the Services will continue to be provided to the Customer until the expiry of the then current Subscription Term. Otherwise, the Customer shall be deemed to have accepted the increase in Subscription Fees or support fees and such increase shall take effect at the start of the Initial Subscription Term or the next Renewal Period (as the case may be) following the date of such change.
This clause sets out the ownership and intellectual property rights relating to the Services, Documentation, and Customer Data.
The Customer acknowledges and agrees that Sales Chatalyst owns all Intellectual Property Rights in the Services and the Documentation. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
Sales Chatalyst confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
The Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Sales Chatalyst to enforce these Terms and exercise Sales Chatalyst's rights and perform its obligations hereunder.
This clause sets out the disclaimers of warranties and limitations on the Services provided by Sales Chatalyst.
ALL SERVICES AND INFORMATION, DATA, DOCUMENTS, MATERIALS, WORKS, AND OTHER CONTENT, DEVICES, METHODS, PROCESSES, HARDWARE, SOFTWARE, AND OTHER TECHNOLOGIES AND INVENTIONS, INCLUDING ANY DELIVERABLES, TECHNICAL OR FUNCTIONAL DESCRIPTIONS, REQUIREMENTS, PLANS, OR REPORTS, THAT ARE PROVIDED OR USED BY SALES CHATALYST IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
SALES CHATALYST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SALES CHATALYST MAKES NO WARRANTY THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OR HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
This clause sets out the obligations of both parties regarding the handling and protection of Confidential Information.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Sales Chatalyst's Confidential Information.
No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this Clause 10 shall survive termination of these Terms, however arising.
This clause sets out the indemnification obligations and limitations of liability for both parties.
The Customer shall defend, indemnify and hold Sales Chatalyst, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Sales Chatalyst, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sales Chatalyst by the Customer in connection with the Services, or any actions taken by Sales Chatalyst at the Customer's direction.
In no event shall Sales Chatalyst, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents be liable to the Customer to the extent that the alleged infringement of third party Intellectual Property Right is based on:
In no event will Sales Chatalyst, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents be liable under or in connection with these Terms, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (a) loss of profits, business, revenue or diminution in value; (b) impairment, inability to use or loss, interruption or delay of the Services; (c) loss, damage, corruption or recovery of data or information, (d) loss of goodwill or reputation; (e) pure economic loss or (f) any special, indirect, incidental, exemplary, enhanced, punitive or consequential loss, costs, damages, charges or expenses however arising under these Terms. Nothing in these Terms excludes the liability of Sales Chatalyst for death or personal injury caused by Sales Chatalyst's negligence, fraud or fraudulent misrepresentation.
Sales Chatalyst's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid by the Customer for Services during the 3 months immediately preceding the date on which the claim first arose.
This clause sets out the duration of the Terms, renewal periods, and the circumstances under which these Terms may be terminated.
These Terms shall, unless otherwise terminated as provided in this Clause 12, commence when the Customer accepts these Terms or first download, install, access or use the Services (whichever earlier) and shall remain in force during the applicable Subscription Term of the Services.
The initial subscription term of the Services shall commence on the Commencement Date, that is:
and shall continue for a period of 12 months (the Initial Subscription Term).
Following the expiry of the Initial Subscription Term, the Subscription Term shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
These Terms shall terminate automatically upon the expiry or termination of the Subscription Term. Without prejudice to the generality of the foregoing and without affecting any other right or remedy available to it, Sales Chatalyst may terminate the Subscription Term and as a result, these Terms, with immediate effect by giving written notice to the Customer if:
On termination of the Subscription Term or these Terms for any reason:
The Customer shall not be entitled to and Sales Chatalyst shall not provide any refunds or credits for any partial subscription periods if the Customer's subscription is terminated halfway through the Initial Subscription Period or any subsequent Renewal Period.
This clause sets out the terms and conditions applicable to Trial Services offered by Sales Chatalyst.
Where the Customer submits an Order for Trial Services through Sales Chatalyst's product website, or otherwise executes an Order for the same, Sales Chatalyst will make such Trial Services available to the Customer on a limited trial basis free of charge until the earlier of (a) the end of the applicable Free Trial Period; (b) the Commencement Date of any Services ordered by the Customer in substitution of such Trial Services; (c) the termination of the Services by the Customer pursuant to Clause 13.5 of this Agreement.
The Free Trial Period shall commence at the moment when the Customer has completed and submitted its Order for the Trial Services together with its payment details at Sales Chatalyst's product website app.saleschatalyst.com, and continue for a period of (i) up to sixty (60) calendar days or (ii) such other period as may be stipulated by Sales Chatalyst prior to the provision of the Trial Services to the Customer. The Free Trial Period may be suspended or extended at any time for any such period as determined by Sales Chatalyst in its absolute discretion. For the avoidance of doubt, please refer to the following table which sets out the examples illustrating the manner in which the Free Trial Period shall be calculated and its corresponding commencement and expiry date ad time.
In order to facilitate the installation, set-up and configuration of the Trial Services, the Customer shall provide Sales Chatalyst with (i) all necessary co-operation and assistance as Sales Chatalyst may request and (ii) access to the Customer's premises, information technology systems or any other information, including but not limited to Customer Data. The Free Trial Period shall carry on and continue to run notwithstanding any delay or failure on the part of Sales Chatalyst to provide or perform the Trial Services which is, either wholly or partly, caused by the Customer's own omission, non-performance or failure to observe the foregoing obligations stipulated under this Clause 13.3.
Sales Chatalyst shall grant the Customer, during the Trial Services, a non-exclusive, non-transferable right to access and use the Trial Services for the Customer's internal evaluation purposes and not for any business or productive purposes. Any data the Customer enters into the Trial Services and any configurations made to the Trial Services by or for the Customer during the Free Trial Period will be permanently lost unless the Customer: (a) has purchased a subscription to the same Services as covered by the Trial Services; or (b) exports such data or configurations before the end of the Free Trial Period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Services, and Customer should review the features and functions of the Services before making a purchase. Sales Chatalyst will be under no obligation to provide the Customer any maintenance or support services with respect to the Trial Services. Sales Chatalyst may, in its sole discretion, discontinue Trial Services at any time.
Notwithstanding anything to the contrary, Sales Chatalyst provides the Trial Services "as is" and "as available" without any warranties or representations of any kind. To the maximum extent permitted by law, Sales Chatalyst disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer's sole and exclusive remedy in case of any dissatisfaction or Sales Chatalyst's breach of these Terms with respect to such Trial Services is termination of the Trial Services.
Sales Chatalyst will require the Customer to provide its payment details to access and start the Trial Services. By providing such details the Customer agrees that Sales Chatalyst may automatically begin charging the Customer the Subscription Fees for the Services that the Customer has subscribed to immediately following the expiry of the Free Trial Period at a recurring, monthly or annual interval that Sales Chatalyst discloses to the Customer in advance. If the Customer does not cancel the Services before the end of the Free Trial Period, the Customer loses its right of withdrawal and authorizes Sales Chatalyst to automatically charge the Customer for the Subscription Fees. If the Customer does not want this charge, the Customer must cancel the Services before the end of the Free Trial Period by informing and contacting Sales Chatalyst. The Services shall not be deemed to have been cancelled unless and until Sales Chatalyst confirms to the Customer such cancellation in writing. The Customer acknowledges that (i) there will be no cooling-off period once the Initial Subscription Term commences following the expiry of the Free Trial Period, and (ii) there will be no further refund(s) for the Subscription Fees once charged.
This clause sets out the circumstances where Sales Chatalyst shall not be liable due to events beyond its reasonable control.
Sales Chatalyst shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by any Force Majeure Event (as defined in clause 13.2 below), provided that the Customer is notified of such an event and its expected duration. If a Force Majeure Event prevents the performance of these Terms for more than 30 calendar days, either party may terminate these Terms, without assuming any liability, by giving 14 days' written notice to the other party.
For the purpose of these Terms including Clause 14 and Clause 2.2, a "Force Majeure Event" means any acts, events, omissions or accidents beyond Sales Chatalyst's reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sales Chatalyst or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, promulgation or change of any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Sales Chatalyst's third-party service provides or sub-contractors.
This clause addresses how inconsistencies between the main body of these Terms and the Schedules shall be resolved.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.
This clause sets out the requirements for any variations or amendments to these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This clause addresses the rights of parties to exercise remedies and how waivers are treated under these Terms.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
This clause clarifies that the rights and remedies provided in these Terms are in addition to any other legal rights or remedies.
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
This clause addresses how invalid, illegal, or unenforceable provisions shall be treated and replaced.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
If any provision or part-provision of these Terms is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This clause confirms that these Terms constitute the complete agreement between the parties.
These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
This clause sets out the restrictions and conditions for assigning rights or obligations under these Terms.
The Customer shall not, without the prior written consent of Sales Chatalyst, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
Sales Chatalyst may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
This clause clarifies that these Terms do not create a partnership or agency relationship between the parties.
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This clause addresses the rights (or lack thereof) of third parties under these Terms.
These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns).
This clause sets out the Customer's consent to receive electronic communications and notices from Sales Chatalyst.
By using the Services, the Customer consents to receiving certain electronic communications from us as further described in Sales Chatalyst's Privacy Policy. The Customer also agrees that any notices, agreements, disclosures or other communications that Sales Chatalyst send to the Customer electronically, whether by e-mail through the Services platform, or otherwise, will satisfy any legal communication requirements, including that those communications be in writing.
This clause specifies the governing law and jurisdiction for these Terms.
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Malaysia.
This clause sets out Sales Chatalyst's rights to modify or amend these Terms and how such changes will be communicated to the Customer.
Sales Chatalyst may modify or amend any of these Terms, including the Additional Terms, from time to time by posting updated versions to Sales Chatalyst's website. Updated versions will be effective no earlier than the date of posting. Sales Chatalyst shall not be obligated to notify the Customer of the changes and the Customer acknowledges that it shall be solely responsible for periodically checking the terms of these Terms and the Additional Terms for any modifications and amendments. The Customer's continued use of the Services shall constitute the Customer's conclusive acceptance of the modified Terms in full**.**
This clause sets out the dispute resolution mechanism and jurisdiction for resolving any disputes arising from these Terms.
Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be governed by, and construed in accordance with the law of Malaysia. The seat of arbitration shall be Malaysia and the language shall be in English. All proceedings will be confidential and there will be one arbitrator only.
This clause provides definitions and rules of interpretation for key terms used throughout these Terms.
The definitions and rules of interpretation in this clause apply in these Terms.
Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.
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If you have any questions about these Terms and Conditions, please don't hesitate to contact us:
If you choose to use our Services, your use and any dispute is subject to these Terms and Conditions, including limitations on damages, resolution of disputes, and application of the law of Malaysia. If you have any concern about these Terms, please contact us with a thorough description, and we will try to resolve it.
Our business changes constantly, and these Terms and Conditions may change also. We will notify you of any material changes to these Terms, we will post the updated Terms here. Such updated Terms will become immediately effective once posted here. Any rights and obligations under these Terms (whether or not existing prior to or after the amended and restated Terms come into effect) will be governed by the latest version of these Terms. Please check this page frequently to see any updates or changes to these Terms. Your continued use of our Services signifies your acceptance of the changes to these Terms and Conditions.