TERMS OF USE

Last updated: April 4th, 2020

These Terms and Conditions apply to you when you access and use www.simplecount.com.my (“Website”) and services and/or software make available on the Website (“Services”) by Code Cradle Sdn. Bhd (the “Company”). By accessing and using this Website and/or Services, you accept and agree to be bound by these terms and conditions (“Terms”). You may only use this Website and Services in accordance with these Terms. All rights not expressly granted to you under these Terms are hereby reserved.

  1. OVERVIEW

    The Company may, in its discretion and with or without notice, cancel or suspend your account and refuse to provide access to the Website or Services to you if you fail to comply with the Terms contained herein.

  2. UPDATES AND AMENDMENTS

    With or without notice, the Company reserves the right to amend or update these Terms and endeavours to update and add new features to improve the Website or Services. All versions of such updates are subject to these Terms. You are deemed to have agreed to those changes by your continuous use of the Website or Services. The Company advises you to therefore check these Terms regularly

  3. USAGE
    1. In order to access and use the Website and Services, you will need to:
      1. be eighteen (18) years or older;
      2. be a natural person, as accounts and user logins may not be registered or accessed via bots or other automated methods; and
      3. provide certain information about yourself, including a full legal name and email address (as prompted by the Website (“Account Information”)
    2. We grant you the rights to access and use the Website or Services on non-exclusive, non-transferable basis and is limited to and subject to these Terms.
    3. You may use the Website and Services on behalf of others or in order to provide services to others provided that you ensure that you are authorized to do so and that all persons for whom or to whom you provide these services accept all these Terms.
    4. You must only use the Website and Services for your own lawful business purposes, in accordance with these Terms and any notice sent or condition posted on the Website.
    5. You must not use the Website or Services for any illegal or unauthorized purpose, or upload any information that is in breach of any confidentiality, copyright, trademark or other intellectual property or proprietary rights of any person and entity.
    6. You are prohibited from posting of any content that infringes or violates the copyright rights and/or other intellectual property rights of any person or entity.
    7. You may only access the Website or Services through the interface provided by the Company and must not use the Website or Services for any malicious means, abuse, harass, threaten, intimidate or impersonate any other user of the Website or Services.
  4. FEES AND PAYMENT OF SUBSCRIPTION
    1. Free Trial
      1. You will need to pay, based on its pricing, for your selected subscription(s), unless you are using the free trial version or had received a promotional offer. All details related to your subscription, such as pricing and general terms, will be explained to you when you select your plan.
      2. On a trial basis and at zero-cost (the “Free Trial”), all or some parts of Simple Count will be made available to you.
      3. The Free Trial shall commence upon the submission of your registration to us and shall be terminated at the earlier of:
        1. the expiration date of the Free Trial, specified at the time of your registration receipt (if any);
        2. the date you purchase your paid subscription under this Agreement.
    2. You will be billed in advance for all paid subscriptions on a monthly or annual basis unless stated otherwise.
    3. Generally, your use of our services requires you to pay a monthly subscription fee depending on the pricing plan of your subscription. The pricing plan may vary by region. You can find more information on this in the offer details and Pricing Plan page.
    4. Updates and/or amendments to the pricing plan may be made from time to time. Note that the terms of the pricing plan form part of these terms. Any changes made to the pricing plan or other terms would not be applied retrospectively, and if we make any changes during the time of your subscription, we will try our best to let you know. For information on how to change your pricing plan, kindly refer to our Pricing Plan. As reflected in the pricing plans, depending on your region or wherever relevant, subscription fees may be inclusive or exclusive of transactional taxes (i.e., VAT and GST).
    5. Unless you cancel your subscription before the end of the renewal period, your subscription will be automatically renewed, subsequently authorizing the collection of the then-applicable monthly or annual subscription fee (in addition to any taxes) through a credit card or any other payment mechanisms of yours that are on our records.
    6. You agree to indemnify and hold the Company harmless against any claims by any tax authority for any underpayment of any sales, use, good and services, value added or other tax, levy, penalties and/or interest.
    7. The fees charged for the Services (“Fees”) are subject at all times to change by the Company giving three (3) days’ notice which will be posted on the Website and non-refundable. The Company will not be reliable in any way for any lack of refunds in connection with the Services.
    8. Credit Card Payment
      1. You hereby authorizes the Company to process the relevant payment from your credit card for purposes of payment of your subscription to the Website and Services and the Company will issue an invoice to you corresponding to your payment.
      2. The Company uses a secure third party Payment Gateway to process payment and your credit card information will be stored for such purpose.
    9. Refund Policy

      Unless indicated or stated otherwise at the explicit discretion of the Company, all offered services and the sales of any/all products are final, and no refunds shall be provided.

  5. OWNERSHIP OF DATA
    1. The acceptance of these Terms or the usage of the Website or Services does not constitute the sale or transfer of ownership of any rights to the software or the intellectual property contained within.
    2. The data entered by you remains your property. You hereby agree to grant to the Company, a license to copy, transmit, back-up and store your data for the purpose of enabling you to use, process and access the data. You are responsible for compliance with any applicable requirements in relation to Data Protection.
    3. You agree that you are the Data User in respect of Personal Data contained within the data which you have collected in the course of using this Services (“Customer Personal Data”) and as Data User, you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
    4. You warrant and represent that:
      1. You will comply with and will ensure that your instructions for the processing of Customer Personal Data will comply the applicable laws pertaining to data protection (“Data Protection Laws”);
      2. You are authorized pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;
      3. You will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for:
        1. you to disclose the Customer Personal Data to us;
        2. us to process the Customer Personal Data for the purposes set out in this Term; and
        3. us to disclose the Customer Personal Data to: (a) our agents, service providers and other companies within the Company’s group of companies; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information, including where the recipients of the Customer Personal Data are outside the jurisdiction of Malaysia.
      4. Where, and to the extent we process your Personal Data in accordance with our Privacy Notice, we shall comply with all Data Protection Laws applicable to us as.
      5. You agree that we may record, retain and use Customer Data generated and stored during your use of the Website and/or Services (including Customer Personal Data, which we shall process as set out in our Privacy Notice, on the basis of our legitimate business interests), in order to:
        1. deliver advertising, marketing (including in-product messaging) or information based on your use of the Website and/or Services;
        2. carry out research and development to improve our, and our affiliates’, services, products and applications;
        3. develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and our other customers, provided that the Company and/or its agents shall only record, retain and use the Customer Data and/or Process Customer Personal Data on a pseudonymized basis, displayed at aggregated levels, which will not be linked back to you or to any living individual (“Aggregate Data”). The Company will be the owner of all right, title and interest in the Aggregate Data. If at any time you do not want us to use Customer Data in the manner described in this clause, please contact us at the email address set out in our Privacy Notice.
  6. DATA BACKUP AND MAINTENANCE
    1. The Company does not guarantee or warrant that any stored Data or those that are accessed through the Website or Services will not be subject to inadvertent damage, corruption, or loss. Therefore, you are advised to take the necessary steps to back up the data you store and/or enter while using our services.
    2. The Company reserves the right to at any time, suspend access to the Programme, for maintenance, repairs or other reasons. All risk arising out of the use or performance of the Website and/or Services remains with you. You understand and accept that the use of the Website and/or Services, material or data downloaded or otherwise obtained through the use of the Website and/or Services is at your own risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. The Company is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Website and/or Services.
  7. TERMINATION
    1. Subscription period:
      1. Your subscription continues for a period covered by your subscription fee, either paid or payable. At the end of every billing period, these terms renew automatically, continuing for another period of the same duration as the previous one, provided you continue to pay the subscription fee as per its pricing plan. You, of course, may choose to terminate your subscription at any given time before your next billing period. However, you would still need to pay any relevant subscription fees up to and including the day of termination.
    2. The Company may choose to terminate your subscription at any given time by addressing a one month’s written notice in advance to you. We may terminate the Agreement or suspend your access and usage of Simple Count without liability at any time or immediately, in the event of:
      1. your failure to pay the subscription fee;
      2. your actual or suspected unauthorised or prohibited use of Simple Count;
      3. your failure to comply with the provisions of the Agreement;
      4. an entry into either compulsory or voluntary liquidation.
    3. Should you wish to terminate this Agreement or your Simple Count account (if you have one), simply discontinue your usage of the Website.
    4. Retention of your data:
      1. Once a subscription is terminated by either you or us, it will be archived, rendering the data (submitted or created by you) no longer available to you. We will only retain the data for a period of time that is consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription by paying the designated subscription fees, subsequently regaining access to your data.
  8. LIMITATION OF LIABILITY
    1. The content and functionality on the Website or Services provided is with the understanding that the Company is not herein engaged in rendering professional advice and services to you. All content and functionality on the Website is provided “as if” basis and without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose and your use thereof is at your sole risk.
    2. Also, the Company and its third-party content providers make no warranties, express or implied, as to the ownership, accuracy or adequacy of the site content or generally with respect to the Website or Services.
    3. Neither the Company nor its third party content providers shall be liable for any indirect, incidental, consequential, or punitive damages or for loss of profits, whether or not advised of the possibility of such damages or losses.
    4. We have no liability for any loss of profit or revenue, loss of benevolence, loss of customers, loss of capital, loss of anticipated savings, legal issues, issues related to tax or accounting compliance, reputation damage, loss of other contracts, or any indirect, consequential, incidental, punitive, exemplary, or special losses, damages, or expenses that arise from your use of our services.
    5. For any loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover such data from our available backups.
    6. The Company’s maximum aggregate liability, under or in connection with these Terms, shall be limited to the Fees you paid for your subscription in the twelve (12) months that immediately precedes the date of the claim that gave rise to the liability arose.
  9. ASSIGNABILITY

    You may not sublicense, assign, or transfer your subscription to another person without prior written consent from the Company.

  10. INDEMNITY

    You agree to indemnify and will keep the Company indemnified against all forms of liability, actions, proceedings, demands, costs, charges and expenses which the Company may incur or be subject to or suffer as a result of your use of the Website or Services.

  11. BRANDING

    You undertake not to use or publish the Company’s brand, trademark or logos except with the Company’s prior written consent.

  12. INTELLECTUAL PROPERTY All intellectual property rights existing in the Website or Services are property of the Company. The Company claims no intellectual property rights in relation to the information or content uploaded by you.
  13. GOVERNING LAW

    These Terms shall be governed by laws of Malaysia and you agree to submit to the exclusive jurisdiction of the courts in Malaysia for any matter or dispute arising in relation to these Terms.