Terms & Conditions

October 12, 2020

Please read fully and carefully these Terms & Conditions as well as Cheqyn’s Privacy Policy, Cookie Policy and the Data Processing Agreement before using any of the Services. They set forth the legally binding terms that govern the access to and use of the Services. For any questions or concerns, please contact contact@enlightyx.io.

1. Definitions

In these Terms and Conditions, the following capitalised wording shall have the following meaning:

Administrator means the person or persons appointed by the Client to manage the Client's account, which has specific administrator functionalities, such as the possibility to create Users, define their rights and modify settings;
Agreement means the legally-binding contractual relationship between the Client and Cheqyn for the provision of the Services, including the Subscription Form, the Free Trial Form, the Terms and Conditions, the Data Processing Agreement, the Privacy Policy, the Cookie Policy, and all additional policies that are incorporated herein by reference, and any variations thereof or amendments thereto;
Business Day means any day other than Saturdays, Sundays and public holidays in Malaysia;
Cheqyn means Enlightyx Sdn. Bhd., a company organised under the laws of Malaysia with an address at 5, Jalan Stesen Sentral, East Wing, Level 3, Kuala Lumpur Sentral, ,50470, KL
Client means any legal entity that opens an account to receive a Service from Cheqyn;
Confidential Information means all information whether of a technical, financial or commercial nature or otherwise relating in any manner to the business or affairs of the Disclosing Party which information is not publicly available and which becomes known solely through the exercise of rights and obligations under this Agreement;
Cookie Policy means the cookie policy available on the Site;
Data Processing Agreement shall have the meaning ascribed to it under Clause 13.2(a)
Data Processor shall have the meaning ascribed to it under section 4 of the PDPA;
Data Subject shall have the meaning ascribed to it under section 4 of the PDPA;
Data User shall have the meaning ascribed to it under section 4 of the PDPA;
Force Majeure Event means an event or series of events caused by or resulting from a circumstance beyond the reasonable control of the Parties, which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such Force Majeure Event shall include, but shall not be limited to, any Acts of God, fires, earthquakes, volcanic eruptions, hurricanes, typhoons, floods, storms, landslides, explosions, landslides, haze, natural hazards and/or disasters, electrical power failures, internet failures, communication line failures, computer equipment failures, other equipment failures, pandemics, epidemics, strikes, lock-outs, bans or other industrial disturbances, riots, insurrections, civil disturbances, shortages of labour or materials, war, acts of foreign enemies, governmental or public sector actions or interference whether by statutes, by-laws, rules, regulations, orders, ordinances, binding codes of conduct or any other method of legislation, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning or perils of the sea or other perils and any cause or circumstance whatsoever beyond the control of the Parties. For the avoidance of doubt, a Force Majeure Event includes any order or regulation promulgated under the Prevention and Control of Infectious Diseases Act 1988 (Act 342) or the National Security Council Act 2016 (Act 776).
Free Trial shall have the meaning ascribed to it under Clause 3.3(a);
Initial Term means the first term of the Agreement as chosen by the Client when subscribing to the Services;
Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, including, without limitation, Confidential Information, patents, petty patents, design patents, utility innovations, supplementary protection certificates, trademarks, trade names, service marks, certification marks, domain names, copyrights, database rights, rights in semi-conductor topography and lay-outs of integrated circuits, industrial design rights, geographical indications, appellations of origin, protected plant varieties, rights in unfair competition, trade dress, know-how, trade secrets, inventions (whether patentable or not), personality rights, moral rights, and other similar intellectual property rights, whether or not now existing and whether or not registered or registrable by the owner of such intellectual property and includes any rights by the owner of such intellectual property to apply for the registration of such rights and includes all renewals and extensions;
Location means the physical address that is linked to the account opened by the Client, where the Client is authorised to use the Services.
Paid Subscription means the plan selected by the Client that includes all or part of the Services;
Parties means each of Cheqyn and the Client;
PDPA means the Personal Data Protection Act 2010 (Act 709);
Personal Data shall have the meaning ascribed to it under section 4 of the PDPA and shall be construed to include the personal data described in Clauses 2.2 and 2.3 of the Data Processing Agreement;
Personal Data Protection Legislation means all applicable privacy laws currently in force in Malaysia, including the PDPA and all regulations, orders and minimum standards promulgated thereunder;
Privacy Policy means the privacy policy available on the Site;
Processing shall have the meaning ascribed to it under section 4 of the PDPA. “Process” and “Processed” shall be similarly construed;
Services means any of the web (or mobile) applications provided by Cheqyn in the form of Software-as-a-Service (SaaS), including for the avoidance of doubt the attendance tracking solution available online through the Site, and the underlying servers and software used to provide such applications. A detailed description of the Services can be found at enlightyx.io.
Site means Cheqyn’s website at www.enlightyx.io/cheqyn, cheqyn.me, or any other website or domain under the control and proprietorship of Cheqyn.
Subscription Form means the form submitted by the Client to Cheqyn to sign up for a Paid Subscription or to convert a Free Trial into a Paid Subscription;
Term means the total duration of the Agreement between the Parties, including, as the case may be, successive renewals;
User means any natural person authorised to use the Services on behalf of the Client.

2. Binding Agreement

2.1 Acceptance of Terms & Client Onboarding
  1. Cheqyn provides its Services subject to the Client’s acceptance of the Agreement. By opening an account with Cheqyn through the Site (as is the case for the Free Trial account) or with Cheqyn, the Client acknowledges that it has read, understood and agreed to be bound by this Agreement. If a person signs this Agreement on behalf of a company or legal entity, this person warrants that he has the authority to bind the company or any other legal entity or affiliate he represents.
  2. If the Client registers for a Free Trial, by entering the Client details on the Site for a Free Trial, this Agreement will also govern the Free Trial.
  3. All Clients intending to subscribe to the Paid Subscription must
    1. execute the Subscription Form in a manner duly authorised by law before onboarding, such duly executed Subscription Form being the condition precedent to the Paid Subscription; or
    2. enter the relevant subscription information on the Site (“Subscription Portal”), either as converting a Free Trial into a Paid Subscription or as a new Paid Subscription
  4. All Paid Subscriptions, whether through the Subscription Form or through the Site, must be accompanied by the relevant payment as detailed in the Subscription Form or through the Site’s Subscription Portal.
  5. Clients, whether under a Free Trial or otherwise, are provided with an account by Cheqyn, and thereafter they are provided with a one-time-password (OTP) sent to their registered e-mail address.
  6. The registered e-mail address shall be the Administrator unless the Client notifies us otherwise.
2.2 Modification of Terms
  1. Cheqyn reserves the right to unilaterally revise or update the Agreement from time to time at its sole and absolute discretion. Revisions or update notifications by Cheqyn to the Client may be by website notice, email or any other form of communication. Changes will apply immediately after they have been published or notified if applicable. If the Client does not agree to the changes, they have the right to stop using the Services and cancel their account within thirty (30) business days after the new terms have been published, or notified if applicable. In such event, the Client will be entitled to a pro-rata refund of the already paid monthly or annual fee, if any.
  2. The Client understands and agrees that its continued use of the Services following the publication, or notification when applicable, of any changes to the Agreement, constitutes acceptance of those changes. In no event shall the continued use of the Services by the Client be construed as continued under the former terms of the Agreement.
2.3 Order of Precedence
  1. The Agreement between the Client and Cheqyn shall have the following order of precedence:
    1. The Subscription Form;
    2. The Data Processing Agreement;
    3. The Cookie Policy;
    4. The Privacy Policy;
    5. Terms & Conditions; and
    6. Any other document incorporated by reference in any of the above.
  2. In the event of any conflict or incongruity between any component of the Agreement, the following Order of Precedence shall apply, over and to the extent of such conflict or incongruity.

3. Provision of the Services

3.1 Limited License to Use the Services
  1. During the term of this Agreement, Cheqyn hereby grants the Client and the Users, a limited, time-bound, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services included in the applicable Paid Subscription in accordance with this Agreement. From and after the date of any such purchase and for the remaining duration of the term of this Agreement, Cheqyn hereby also grants the Client and the Users a limited, time-bound, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use, in accordance with this Agreement, any additional Services that are purchased by the Client, for an additional cost, during the term of this Agreement.
  2. The Client is responsible for ensuring that its use of the Services is in accordance with this Agreement, and shall indemnify Cheqyn and hold it harmless for any claims for loss or damages howsoever arising from the Client’s use of the Services.
  3. The right to use the Services described in Clause 3.1(a) is granted subject to the restrictions in terms of the number of Users, functionalities and/or transactions attaching to the applicable Paid Subscription, as described on the Site. It is granted for the sole purpose of enabling the Client and Users to access and use the Services for the Client’s own lawful internal business purposes. Unless otherwise stated in writing, the right to use the services described in Clause 3.1(a). cannot be transferred or sub-licensed to any third party, in whole or in part, without the written prior approval of Cheqyn.
  4. Except for the rights of use and other rights expressly granted herein, no other rights are granted to the Client or any User. The Client expressly acknowledges that the access or use of a Service does not imply a transfer of any Intellectual Property Right to the Client or any User. All Intellectual Property Rights and all derivative rights related to the Site and the Services continue to be retained by Cheqyn or its licensors. Nothing in these Terms and Conditions nor in the Agreement shall operate to assign or vest the Client with the rights, title or interest in and to any Intellectual Property Rights whatsoever, save ass may be licensed in Clause 3.1(a).
3.2 Subscription Form and Onboarding Process
  1. To sign up for a Service, Cheqyn requires the Client to register on the Site or with Cheqyn. When the Client registers, a client account will be opened, and the Client will be required to provide its customary billing information such as name and billing address and to select a plan and a payment frequency and type of Service subscribed in the Subscription Form. Depending on the selected Paid Subscription and payment frequency, a credit card number might be required as well. The Client commits to provide accurate and complete information when registering and to keep this information up-to-date. Cheqyn has the right to suspend or terminate the Client’s account and to refuse any and/or all current or future use of the Service (or any part thereof), if any information is untrue, misleading, inaccurate, not up-to-date or incomplete.
  2. The Client and its Users register and log in using a valid email address and a password for authentication (the “Client Login Data”). The Client remains responsible for the confidentiality of the Client Login Data. The Client is fully responsible for all activities that occur on its account.
  3. The Client acknowledges that Cheqyn will undertake no independent verification of the information in the Subscription Form, and any errors or mistakes therein, including with respect to bank details and similar information, must be notified immediately and shall be in any event the entire responsibility of the Client.
  4. Cheqyn shall have no responsibility to reverse, cancel or arrest any transaction made in furtherance of a Paid Subscription.
3.3 Free Trial
  1. The Client may request up to one (1) trial free of charge (“Free Trial”), subject to Cheqyn’s approval and discretion. Free Trial clients are onboarded by a free trial subscription form (“Free Trial Form”), which will be substantially similar to the Subscription Form. The Free Trial may specify:
    1. Any limits as to the Users;
    2. Any limits as to the Locations;
    3. Any limits as to the functionalities of the Services; and
    4. Any limits as to the duration of the Free Trial.
  2. Each Free Trial Client acknowledges that:
    1. by submitting the Free Trial Form, it agrees and has the capacity to agree and bind on behalf of its organisation to this Agreement; and
    2. Cheqyn may suspend, discontinue and/or terminate the Free Trial at any time without prior notice to the Client for any reason whatsoever.
  3. During the Free Trial, and subject to the Free Trial Form, Cheqyn makes its Services available to the Client with full access to all functionalities mentioned in the Paid Subscription and full support. For Services used during the Free Trial, Cheqyn does not make any binding commitments, obligations, representations or warranties in connection with the Services, as the Services are provided “as is” and “as available” during the Free Trial.
  4. The Free Trial starts from the date specified in the Free Trial Form. The Free Trial shall continue so long as the Client does not exceed the limits set forth in the Free Trial Form, and subject to any duration limits set forth therein, or if the Client’s use of the Service is terminated earlier in accordance with this Agreement. Once the Free Trial thresholds are exceeded, the Client’s access may be suspended or terminated until the Paid Subscription is opened with a Subscription Form.
  5. Notwithstanding the foregoing, Cheqyn has the right to modify the conditions of the Free Trial or to discontinue it entirely at any time, without prior notice, including, but not limited to, when Cheqyn believes that the Client applies for a Free Trial not to make any purchasing decision, but for any other (unlawful) purpose such as to engage in corporate espionage.

4. Service Levels

4.1 Limited Uptime Guarantee
  1. Cheqyn’s shall endeavour, but makes no guarantee whatsoever, of continuous availability of the Services and the Site, nor any level of performance of the same. Cheqyn will use commercially reasonable efforts to correct all material defaults, defects and errors in the operation or the functionality of the Services at Cheqyn’s expense as soon as practicable after Cheqyn is notified by the Client of any of the same.
  2. Cheqyn will use all commercially reasonable efforts, being no less than accepted industry standards, to make its Services available to the Client. Cheqyn will notify the Administrators in case of any scheduled Downtime only if these have a substantial impact on Users.
4.2 Security
  1. Cheqyn ensures that (i) its networks, operating systems, software, routers, databases, and computer systems comply with and are properly configured in accordance with applicable laws and compliance with industry standards and that it is known as to such applicable industry standards; (ii) it utilises commercially reasonable procedures to backup any data processed under this Agreement; (iii) it shall implement security policies and procedures to protect to the data processed under this Agreement, which policies and procedures shall be in accordance with applicable laws and compliance with industry standards.
  2. The Client understands that Cheqyn cannot and does not guarantee or warrant that files available for downloading from the internet or the Site or using the Services, will be free of viruses or other destructive code. The Client is responsible for implementing sufficient procedures and checkpoints to satisfy the Client's particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data.
  3. To the fullest extent provided by law, Cheqyn will not be liable for any loss or damage caused by a distributed denial-of-service attack (“DDOS attack”), viruses, or other technologically harmful material that may affect the Client’s computer equipment, computer programs, data, or other proprietary material due to the Client’s use of the website or any services or items obtained through the website or to the client’s downloading of any material posted on it, or on any website linked to it.
  4. The client’s use of the Site, the Services and underlying applications, any of their content, and any services or items obtained through the site are at the client’s own risk. The site, the services and underlying applications, their content, and any services or items obtained through the site are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Except as otherwise expressly set forth herein, neither Cheqyn nor any person associated with Cheqyn makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the website. Without limiting the foregoing, neither Cheqyn nor anyone associated with Cheqyn represents or warrants that the site, the services and underlying applications, any of their content, or any services or items obtained through the site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the website or any services or items obtained through the website will otherwise meet your needs or expectations.
4.3 Serviceability, Maintenance and Future Upgrades
  1. Cheqyn will perform maintenance activities and updates of the Services regularly. Cheqyn is also keen to innovate and improve its Services. The Client acknowledges and agrees that Cheqyn may, in the future, offer new features through the Services or change the form and nature of the latter in a non-material manner. Such new features or modified Services shall be subject to this Agreement.
  2. Cheqyn may limit at any time the access or use of the Services to the extent necessary for maintenance or to perform modifications or enhancements to the Services. Cheqyn strives to schedule maintenance and upgrades. Downtime or other Service interruptions caused by scheduled maintenance will not entitle the Client to reimbursement of any Fees or other compensation from Cheqyn whatsoever.
  3. For any problem that has been identified relating to the Client’s access to or use of the Services or the Site, the Client may raise a ticket with us. Tickets, questions and comments should be made in writing via email at contact@enlightyx.io.

5. Acceptable Use

5.1 Limitation to Users
  1. Where a Free Trial Form or a Subscription Form limits the use of the Services to a certain number of Users, the use by the Client of the Services shall not exceed the number of Users specified.
  2. Subject to Clause 6, Clients may increase the number of Users, subject to an augmentation in the fees.
5.2 Illegal Activity
  1. The Client shall use and access the Services only in compliance with the Agreement and with all applicable laws and regulations. The Client is responsible for the use of the Services by its employees, managers, directors, contractors, mandators, successors-intitle or permitted assigns and any other User authorised by the Client.
5.3 Security
  1. The Client is not authorised to take any action that may jeopardise the safety or security of the Services, the Site or of the network used. This includes, but is not limited to, distributing, downloading, uploading or transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious program that may infringe the Services or the Site and the interests of both Cheqyn and its Clients, Users and other customers. The Client must refrain from processing any content that may affect the applications’ and Site’s infrastructure or their proper functioning, including any action with a good faith aim.
  2. Upon prior written notice to Cheqyn, the Client shall be authorised to perform regular vulnerability tests (penetration tests) ONLY following agreed-upon instructions and procedures. The results shall be provided to Cheqyn in order to try and address or mitigate possible vulnerabilities identified.
  3. The Client agrees to immediately notify in writing Cheqyn of any breach of security or unauthorised use of the Client's account or Client Login Data and commits to take all appropriate measures to prevent unauthorised access or use (e.g. ensuring that the Client exits its account at the end of each session and that the Client Login Data are adequately protected).

6. Fees & Payment

6.1 Fees
  1. The fees are stated in Ringgit Malaysia (RM) and are exclusive of any applicable taxes, duties, levies and currency exchange settlements unless stated otherwise. The Client agrees to pay the applicable fees and any applicable tax or fee that may accrue in relation to all use of the Services accessed through the Client’s account, including all fees resulting from unauthorised use.
  2. The Client understands that a Paid Subscription may have a maximum limit on the usage of the Services in terms of the number of Users and number of visits per month, and undertakes to use the Services in accordance with these limits. The Client understands that an additional service fee will be due in case the number of Users or visits per month exceeds the limits of the Paid Subscription. Cheqyn reserves the right to conduct an audit of the Client’s use of the Services every month, or at such interval as it deems necessary, at Cheqyn’s own cost, to determine whether the Client’s use is in accordance with the limits of the Paid Subscription. If an audit reveals that the Client has exceeded the applicable limits, the Client may be required to immediately pay an additional fee for such use and the Client hereby agrees to pay such additional fee (as determined by Cheqyn in its sole determination).
  3. Notwithstanding Clause 11, the Initial Term of a Paid Subscription shall be as spcecified in the Subscription Form. . Regardless of the Paid Subscription, the Client can choose to receive invoices every month at the end of the month or can opt for prepayment for the entire duration of the Initial Term.
  4. If the Client opts for the annual or bi-annual subscription and wishes to subscribe to additional option(s) or to upgrade his subscription plan, Cheqyn will make an appropriate adjustment of the fees on a pro-rated basis for the period until the end of the Initial Term.
  5. Cheqyn reserves the right to adapt, modify (including for the avoidance of doubt, to increase) the fees published on its Site. Any price change will not affect existing subscriptions, but will only apply to new subscriptions.
6.2 Payment for Services
  1. Provision of the Services is conditional upon the payment by the Client of all fees associated with the Services in accordance with this Agreement in general and the Subscription Form in particular. Any late or missed payment will automatically lead to a suspension of the account. Any dispute regarding an invoice must be notified to Cheqyn in writing within fifteen (15) days of the invoice being received.
  2. Subscriptions are payable either by any method stipulated on the Subscription Form or invoice.

7. Confidential Information

7.1 Obligation of Confidence
  1. In respect of any Confidential Information disclosed, furnished or made accessible by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement, the Receiving Party undertakes to the Disclosing Party:
    1. to keep confidential the Confidential Information;
    2. to keep the Confidential Information in a safe and secure place using such reasonable technical and organisational security measures to prevent unauthorised access, destruction or loss and to treat the Confidential Information with at least the same degree of care that is used for its Confidential Information;
    3. not to disclose without the prior written consent of the Disclosing Party the Confidential Information in whole or in part to any other person save those of its employees, agents and sub-contractors involved in performing its obligations under this Agreement, and only in so far as necessary for the performance of this Agreement; and
    4. to use the Confidential Information solely in connection with exercising its rights or performing its rights and obligations under this Agreement.
7.2 Undertaking to Procure Compliance
  1. Each Party hereby undertakes to the other to make all its relevant employees, Users, agents and sub-contractors aware of the confidential nature of the Confidential Information of the Disclosing Party and, without limitation to this Clause 7, to take all such steps as may be deemed necessary in the Receiving Party's sole discretion from time to time to ensure compliance by its employees, Users, agents and sub-contractors with the provisions of this Clause 7.
7.3 Carve-outs to Clauses 7.1 and 7.2
  1. The provisions of Clauses 7.1 and 7.2 shall not apply to any information which:
    1. is or becomes public knowledge other than by breach of this Clause 7; or
    2. is in the possession of the Receiving Party without restrictions in relation to disclosure before the date of receipt from the Disclosing Party; or
    3. is received from a third party that lawfully acquired it and that is under no obligation restricting disclosure;
    4. is independently developed without access to any Confidential Information belonging to the Disclosing Party;
    5. otherwise required under any applicable law.
  2. Clause 7 shall remain in full force and effect notwithstanding any termination of this Agreement. All Confidential Information including the copies made thereof is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party.

8. Intellectual Property

8.1 No Assignment
  1. Except as otherwise expressly set forth herein, the Services, the Site and each of their entire contents, features, and functionalities (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Cheqyn, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The access or use of the Site or the Services does not imply a transfer of the Intellectual Property Rights to the Client or any User.
8.2 Trademark Policy & Restrictions on Use
  1. The Services, any content on the Site (including content submitted by Clients), and the infrastructure used to provide the Services or Site are proprietary to Cheqyn. By using the Services and accepting these Terms and Conditions:
    1. Cheqyn grants you a limited, personal, non-transferrable, non-exclusive, revocable licence to use the Services pursuant to the Agreement and to any additional terms and policies set forth by Cheqyn; and
    2. The Client agrees not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Services without the express permission of Cheqyn.
  2. The Services contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Services are protected by copyright, trademark, and other intellectual property laws of Malaysia. Cheqyn owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part.
  3. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Cheqyn or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
  4. Cheqyn marks include, but not limited to “ENLIGHTYX”, “”, “”, “CHEQYN”, “cheqyn” and “” (collectively, the “Trademarks”). The Trademarks, and any and all variations, derivations, modifications and combinations thereof, found on the Site or through the Services are trademarks owned by Cheqyn and all use of these marks inures to the benefit of Cheqyn.
  5. Other marks on the Site not owned by Cheqyn may be under licence from the trademark owner thereof, in which case such licence is for the exclusive benefit and use of Cheqyn unless otherwise stated, or may be the property of their respective owners. You may not use Cheqyn's name, logos, trademarks or brands (including the Trademarks), or trademarks or brands of Clients, Users or other third parties on the Services without Cheqyn's express permission.
  6. The Client agrees not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, commercially exploit, communicate, circulate, or in any way transfer or assign the applications underlying any Services or the Site, or any part thereof, to any third party, without the express prior written consent of Cheqyn, and shall procure the same from its Users.
  7. The Client further agrees that it will not disassemble, decompile, reverse engineer, create derivative works from or otherwise modify the applications underlying any Services the Site, or any part thereof, except to the extent permitted by applicable law and in accordance with this Agreement, and shall procure the same from its Users.
8.3 Representations & Warranties
  1. The Client represents and warrants that:
    1. The Client owns or controls all rights in and to the content added to an application using the Services and has the right to grant the license granted above to Cheqyn and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
    2. All of the Client’s content does and will comply with this Agreement.
    3. The Client understands and acknowledges that the Client is responsible for any content that it or its Users submit or contribute, and the Client, not Cheqyn, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. The Client shall indemnify Cheqyn and hold Cheqyn harmless from any claim for damages or loss howsoever arising out of the content it or its Users submit.
  2. Cheqyn is not responsible or liable to any third party for the content or accuracy of any such content.

9. Client Data Ownership

9.1 Retention
  1. The Client shall retain ownership of its Personal Data and user information (including any such information collected using cookies or otherwise) provided in the context of using the Services (“Client Data”).
  2. Notwithstanding any other provision in this Agreement, Cheqyn reserves the right to compile and use aggregated usage Client Data and statistics, and to disclose these aggregated statistics, as long as these do not describe or identify any individual User or Client.
9.2 License to User CLient Data
  1. The Client grants Cheqyn a worldwide, royalty-free, sub-licensable, perpetual licence to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by the Client and by its Users.

10. Liabilities

10.1 Client's Liability under an Indemnity
  1. In addition to its other liabilities under indemnities elsewhere provided in the Agreement, including in these Terms and Conditions, the Client agrees to defend, indemnify, and hold harmless Cheqyn, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to such Client’s or any of its Users’ violation of these General Terms and Conditions or your use of the Services or the Site, including, but not limited to, content added by the Client or any of its Users to any application underlying the Services, any use of the Site’s content, services, and products other than as expressly authorised in these General Terms and Conditions or the Client’s or any of its Users’ use of any information obtained from the Site.
10.2 Cheqyn's Liability
  1. To the maximum extent permitted by law, Cheqyn shall not have any liability or be considered to be in breach or default of its obligations under the Agreement, to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to Force Majeure. In such event, it is understood that no refund will be owed to the Client.
  2. Cheqyn shall not be liable for damages caused by the Client or actions or omissions of third parties. The Client will hold harmless and indemnify Cheqyn and its employees, managers and directors from any claims and damages that may arise from actions or omissions of the Client.
  3. In any case, Cheqyn’s liability for damages arising under this Agreement, whether in contract, tort or otherwise, will be limited to actual, proven, direct damages and will not exceed the net amount paid to Cheqyn by the Client for the Services under this Agreement during the twelve (12) months immediately preceding the cause of the action. In no event will Cheqyn be liable for indirect, incidental, consequential, punitive, or exemplary damages or financial losses, including the loss of revenue, whether foreseeable or not.

11. Term & Termination

11.1 Term & Duration
  1. The Agreement takes effect on the date of completion of the registration process for a Subscription by the Client, either by registration for a Free Trial or a Paid Subscription with a Subscription Form, for the Initial Term selected by the Client. At the end of the Initial Term and the end of each renewal, unless otherwise directed by either Party pursuant to 12.1.(b) and (c) hereunder, the Agreement will be automatically renewed for the same duration as the Initial Term.
  2. Thirty (30) days prior to the end of each term, Cheqyn will send a notification of renewal to the Client. If the Client does not wish to see the Agreement renewed for a new term, the Client shall notify Cheqyn its decision not to renew at least 15 days before the end of the Term. If no notification is received from the Client prior to the expiry of the Term, the Paid Subscription will be automatically renewed for a new term.
  3. If Cheqyn does not wish to see the Agreement renewed for a new term, the Agreement will then end on the final day of the Term.
11.2 Suspension & Termination
  1. Suspension. Without limiting the right to termination under Clause 11.2(c), Cheqyn has the right to suspend the Client’s access to the Service in case of a material breach of this Agreement by the Client. Cheqyn will promptly inform the Client of the reasons for the suspension. Client will be given a thirty (30) to remedy the breach if such a remedy is possible. Fees may continue to accrue during a suspension, and Cheqyn may charge the Client a reinstatement fee following any suspension of the Client’s Services. Any reinstatement fee must be paid before the Services can be restored.
  2. Termination for Cause. Cheqyn may terminate this Agreement by written notice with immediate effect, without the intervention of a judge and without any liability if:
    1. The Client fails to rectify a material breach of this Agreement within fifteen (15) days of receiving written notice describing the nature of the breach and specifying the intention to terminate this Agreement if the breach is not rectified;
    2. The Client commits a material breach of this Agreement which cannot be remedied, including multiple failures or refusals to remit the fees or charges;
    3. The Client commits small repetitive breaches of this Agreement resulting in a loss of trust on Cheqyn’s part;
    4. Cheqyn has reasonable suspicion of fraudulent, unauthorised, improper or illegal use of the Services by the Client.
    5. An Force Majeure Event lasting for more than thirty (30) days.
    In the event of Termination for Cause for any of the reasons above, the Client shall not be entitled to the refund, either in full or in part, of paid fees.
  3. Either party may terminate this Agreement with immediate effect, without the intervention of a judge, if the other party is subject to liquidation, insolvency or bankruptcy procedures, or makes any arrangement or composition with, or assignment for the benefit of its creditors, or if any of the other party’s assets are the subject of any form of seizure, or if such other party goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or administrator is appointed over such other party’s assets, to the extent such termination is allowed by applicable law.
11.3 Consequences of Termination of the Agreement
  1. The Client’s account will be deactivated upon termination or suspension of this Agreement. Deactivation means that the Service will be unavailable in whole or in part and that the Client therefore may not have access to the content that it has added to an application using the Services. Deactivation does not mean that the account, and the associated content, will be immediately and irrevocably removed.

12. Privacy

12.1 Personal Data Protection
  1. Cheqyn, as Data Processor, will Process Personal Data on behalf of the Client in its capacity of Data User in accordance with this Agreement and the Personal Data Protection Legislation, including the PDPA.
  2. The Client shall be responsible to obtain the appropriate legitimate basis to perform the processing activities with respect to their employees, contractors, visitors and Users in accordance with this Agreement and the Personal Data Protection Legislation, including the PDPA.
12.2 Data Processing
  1. The Processing of Personal Data by Cheqyn on behalf of the Client is subject to the Data Processing Agreement which forms an integral part of the Agreement.

13. General Terms

13.1 Governing Law
  1. This Agreement is governed by and shall be construed in accordance with the laws of Malaysia for the time being in force.
  2. The Client submits to the non-exclusive jurisdiction of the courts of Malaysia.
13.2 Entire Agreement
  1. This Agreement constitutes the entire agreement between the Client and Cheqyn relating to the Client’s use of Services, superseding any prior oral or written agreements between the Client and Cheqyn regarding the subject matter herein. The Parties explicitly exclude the application of any standard terms and conditions of purchase or other conditions of the Client, even if these would have been communicated to Cheqyn at a later date and Cheqyn would not have protested those.
13.3 Severability
  1. If any provision of this Agreement is held to be unlawful, invalid or otherwise unenforceable for any reason whatsoever, it shall be deemed severed from the Agreement and shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.
  2. To the maximum extent permitted by applicable law, the unlawful, invalid or unenforceable provision shall be amended to achieve as closely as possible the common intentions of the parties as expressed in the original term.
13.4 No Assignment
  1. The Client may not assign or transfer in any other manner any of its rights or obligations under this Agreement, either in whole or in part, to a third party.
13.5 Waivers
  1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
13.6 No Agency, Partnership or Joint Venture
  1. This Agreement does not create any agency, partnership, or joint venture between the Parties.
13.7 No Third-Party Beneficiaries
  1. There are no third-party beneficiaries to this Agreement.
13.8 Notices
  1. Any notice to be served under this Agreement is to be delivered or sent by registered post or email:
    1. to the Client at the address or email address provided in the Subscription Form; and
    2. to Cheqyn at 5, Jalan Stesen Sentral, East Wing, Level 3, Kuala Lumpur Sentral, 50470, KL or contact@enlightyx.io.