JaGaSolution Community Agreement

SECTION A – GENERAL TERMS OF USE OF SERVICES

1.  INTRODUCTION
   1.1   By signing or accepting the JaGaSolution Community Service Form (in the manner as we have determined), you are deemed to acknowledge and agree to be bound by all these terms and conditions (“General Terms”) which are applicable to you. These terms and conditions apply to all the services subscribed by you (unless otherwise prescribed in the Service Form and/or schedule), and together with the applicable Service Form and Schedules shall form a legally binding agreement (“Agreement”) between you and Red Ideas Sdn Bhd (“RISB”).
   
   1.2   RISB may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on https://jagasolution.com/jagasolution-community-agreement/ or the Application. RISB will use its best endeavour to notify any such amendments to you and/ or all moderators via e-mail and/ or via dashboard in the Application. It is your responsibility to review the General Terms regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.
   
   1.3   RISB is a technology company which distributes a community mobile platform called the JaGaSolution Platform which offers a set of communication, security, workflow management, accountancy system and convenience tools including but not limited to JaGaApp, JaGaApp 2.0, JaGaCount and any other products currently provided or will be provided by RISB from time to time (“JaGa Product”) that are accessible by the Customer and the residents of a community through subscription of the JaGa Product.
   
   1.4   RISB also provides a platform for Users to obtain good, products and/ or services provided by third party providers and/or the other Users (“Third Parties Providers”). In such event, RISB’s role is merely to link the Users with the Third Parties Providers. RISB shall not in any way responsible or liable for the act and/or omissions of any Third-Party Providers and the liability in relation to such goods, products and/ or services shall be the Third Parties Providers’ sole responsibilities.

2.   DEFINITION
   2.1   The following words and phrases have the prescribed meanings, unless the context otherwise requires, and shall apply to the General Terms and each of the Service Forms and Schedules.

• •  “Affiliate” means either a subsidiary of the parent company of JaGaSolution Berhad (“Red Ideas”), a subsidiary of such a subsidiary, another subsidiary of the parent company of Red Ideas or an associate company of such subsidiary, a subsidiary or associate of Red Ideas;
  •  “Agreement”means the Service Form, the applicable Schedule, the General Terms and the applicable additional terms in Section B and Section C;
  •  “AI” means Artificial Intelligence, also known as automated systems or algorithms, whether self-developed or sourced from third-parties, designed for, inter alia, data analysis and insights generation, personalised recommendations and content, and automated customer service support, including but not limited to those available and powered by AI through the features, functionalities and interactions within JaGa Product;
  • “Application”means the relevant mobile application(s) made available for download by RISB (or its licensors) to Users and third-party providers respectively;
  •  “Community Data” means Personal Data collected, used and processed by RISB on behalf of the Customer for the purposes of community-related activities or requests and administrative purposes, including and not limited to Personal Data contained in Emergency Assist Records, Emergency Contacts, Intercom Numbers, Visitors’ Records, Facility Bookings, Feedback Submissions, Forms Submissions, Marketplace Histories, JaGather Posts and JaGather Chats. For avoidance of doubt, RISB shall have no controls and ownership over Community Data;
  •  “Customer”, “you” or “your” means the customer whose particulars or details are identified in the section referred to as either “Applicant Information”, “Customer Information” or “Committee Details” in our Service Form, online subscription portal or sign-up application;
  • “Device”means the relevant device provided by RISB to you, namely, the “JaGa Product Guard Device”, “JaGa Product 2D Barcode Scanner, and/or “JaGa Product POS”;
  •  “Force Majeure Event” means:
    (i)   rebellion, civil unrest, riot, acts of terrorism, declaration of war, national emergencies, national disasters, strikes, lock-outs, fire, explosion, acts of God, adverse inclement weather, lightning-strikes, natural disasters, earthquakes, epidemics, pandemics, lock down or movement control orders by the government,  damage to or destruction of RISB’s network, including interference to or compromise of RISB’s network caused by third party actions, occurrence of a major power disruption, commercial power failure, disruption of interconnected communications facilities or networks, acts by Government, regulatory bodies, national councils, local authorities or other appropriate authorities or any other event which is beyond the reasonable control of RISB; and
    (ii)   which materially affects the provision of the Service;
  • “JaGa Product”means the following communication, security, workflow management, accountancy system and convenience tools which are made available by RISB through the Service including but not limited to JaGaApp, JaGaApp 2.0, JaGaCount and any such other products currently provided or will be provided by RISB from time to time;
  • “JaGaCount Solution” means the collective reference to JaGaCount and other accounting solution product(s) provided and/ or owned by RISB;
  • “Personal Data”means any information which can be used to identify you or from which you are identifiable or the Users. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, email address, your image, government-issued identification numbers, biometric data, race and date of birth;
  • “Platform” means the relevant RISB or JaGaSolution technology platform or Golive, portal or website that, when used in conjunction with the Application, enables you and Users to access the services which are made available to you and Users by RISB or JaGaSolution technology platform or Golive from time to time;
  • “Property” means the property as described in the applicable Service Form and Schedule;
  • “Reside” or “Residing” means having a principal or registered presence, headquarters, or domicile within a specific jurisdiction or location, either permanently or for a specified duration, as recognized under applicable laws or regulations;
  •  “Schedule” means the applicable Schedule as indicated or identified in the Service Form or electronic order for the applicable Service subscribed;
  •  “Service” means the service subscribed by the Customer as specified in the Service Form or electronic order, including but not limited to any subscription to any JaGa Product;
  • “SIM Card” means a microchip that connects it to a particular phone network in the Device;
  • “Software”means any software associated with the Application which is made available for download and installed by RISB;
  • “SST” means Sales and Services Tax as provided under the Service Tax Act 2018 and Sales Tax Act 2018;
  •  “Term” means the aggregate of the Initial Term, the Renewed Service Term and/or the period ending on the date of termination of the Service (as the case may be);
  • “User”means any person who uses JaGa Product, the Application, Platform, and/or Software;
  • “User Data” means the Personal Data provided by Users to us upon signing up an account for any JaGa Product, including but not limited to Full Name as per NRIC/ Passport, JaGaApp Display Name, Mobile Number, Email Address, Account Password, Profile Picture, Linked Accounts (e.g.: Facebook/ Google/ Apple) and Linked Properties & Property Units.

3.  INTERPRETATION

•  Singular words include the plural and vice versa;
•  Headings used in the General Terms, Service Schedules or the Schedule are for convenience only, and are to be ignored when construing the provisions of this Agreement;
•  If you subscribe for different Services and each Service is either subject to its applicable Service Schedule or subject to different terms within the same applicable Schedule. For the avoidance of doubt, each Service and its applicable Service Schedule or the terms within the applicable Service Schedule (as the case may be) are to be construed as an independent agreement between the Parties;
•  To the extent that the provisions of the General Terms, the Service Form and a Schedule are inconsistent, to the extent possible such provisions will be interpreted so as to make them consistent, and if that is not possible, then the Service Form shall prevail over the applicable Service Schedule and the General Terms, the applicable Schedule shall prevail over the General Terms;
•  Reference to “Applicable Law” in this General Terms or in any Schedule, is a reference to any applicable constitution, law, by-law, statute, ordinance, code, rule, regulation, order, judgment or decree of any government, state or political subdivision thereof, courts, regulatory or semi-regulatory or administrative body;
•  References to any statute, rule, regulation, order, directive shall be construed as references to such statute, rule, regulation, order or directive as may be amended, re-enacted or as modified by any other statute, rule, regulation, order or directive;
•  Reference to a document includes all amendments, supplements to, or replacements of, that document whether paper or electronic/digital, and reference to a “person” includes any individual person, firm, company, corporation, government state or agency of a state or any association, trust or partnership (whether or not having a separate legal personality);
•  The words “Ringgit Malaysia” and the symbol “RM” shall be construed as the lawful currency of Malaysia.

4. THE SERVICE
   4.1   RISB agrees to provide the Service that you have subscribed as specified and defined in the Service Form and the applicable Schedule.
   
   4.2   Unless otherwise expressly agreed in writing or as specified in or modified by the applicable Schedule, these General Terms shall govern all the rights and obligations of the Parties.

5.  PROVISION OF SERVICES
   5.1   Preconditions to Provisioning
   After the Service Form is accepted by RISB and the Customer has paid the required Charges that may be imposed pursuant to or specified in the Service Form or the Schedule and invoiced by RISB, RISB shall, subject to the terms in the applicable Service Form and Schedule, carry out the works to provision the Service by the Service Commencement Date (“SCD”) stated in the Service Form and perform the requisite services, subject to Clause 5.3 below.
   
   5.2   Service Acceptance
   The Customer shall render all assistance and co-operation required by RISB to facilitate the Service Acceptance (“SA”). Upon completion of the provisioning works in respect of a Service, RISB shall carry out the SA for each Service subscribed. Once the SA is satisfactorily completed, RISB shall provide the SA Form that (i) certifies that the Service is ready for Customer’s use, (ii) specifies the commission or activation date, and (iii) such other relevant particulars to the Customer. You are to sign and return the SA Form to RISB or indicate your acceptance of the SA no later than 3 working days of its receipt, failing which you are deemed to be satisfied with the SA and accept the Service and the SCD of the Service is deemed to be the commission or activation date as specified in the SA Form.
   
   5.3   Service Commencement Date Revision
   RISB may revise SCD if the original SCD cannot be met due to circumstances beyond RISB’s control, RISB experiencing delays in performing its works or if you delay or do not perform your obligations as specified in the Service Form and/or applicable Schedule. The applicable Schedule may specify additional grounds for the revision of the SCD whether by RISB or by you.

6.   CUSTOMER AND/OR USER’S RIGHT TO USE THE SERVICE
   6.1   General
   (a)   Unless otherwise expressly agreed in writing or as specified in the applicable Schedule, the Customer and/or User may only use the Service in accordance with Applicable Law and for their intended use and lawful purpose only, and is neither permitted to sell, resell, hire, lease (including sub lease), licence (including sub-licence), rent, offer, provide or sub-provision the Service, or any portion thereto whether for consideration or otherwise to any third party nor use the Service for any fraudulent, unlawful, illegal or improper purpose or in breach of any applicable laws and regulations, including tampering, altering, adjusting, removing, diverting, abusing or affecting the Service.
   (b)   the Customer shall ensure that the Device provided by RISB for the Service shall be used and maintained properly in its ordinary use. The Customer agrees to assume full responsibility and liability for all the losses, failure, non-functionality or damages caused to the Device in its possession.
   (c)   The Customer also agrees that RISB shall not be held responsible and/or liable for any damage to the Device and/or any interruption or suspension caused to the Service due to the fault of the Customer and/or its affiliates, employees, officers, subcontractors and/or agents.
   (d) The Customer further represent and warrant to RISB that:
   (i)   the Customer shall at all times ensure that there shall not be any intentional tampering of and/or damage caused to the Device at the Property;
   (ii)  the Customer shall ensure that there shall not be any intentional tampering of the Device including but not limited to: removing the SIM Card from the Device or abuse on the use of the SIM Card; or
   (iii)  the Customer shall also prevent any abuse in the use of the emergency assist function by their User which may compromise the security at the Property by depriving other User with genuine and legitimate emergencies from accessing the emergency assist function.
   
   6.2   In the event there is any breach or non-compliance of the terms in Clause 6.1 above, the Customer acknowledge and agree that RISB shall not be responsible for any losses, damages or liabilities that may arise due to the Customer and/or User’s fault. The Customer agrees to assume full responsibility and liability for all the losses, costs, or expenses arising in connection with or related to the Device or JaGa Products.
   
   6.3   JaGa Product Administrator and/or Moderator
   Unless consented, allowed and/ or approved in writing by RISB for moderations of JaGa Product and/ or pursuant to any other terms and conditions herein, RISB shall be the sole administrator and/ or moderator of JaGa Product. RISB reserves all rights to allow or disallow external moderations of JaGa Product or any part of JaGa Product by, amongst others, the Customer and/ or any third parties, on case-by-case basis. In avoidance of doubt, rights to moderations, if any, shall not be deemed as rights to modify, discontinue or disable any JaGa Product or any part of JaGa Product, either on a permanent basis or temporary basis.
   
   6.4   Service Modifications
   (a) Unless otherwise specified in the applicable Schedule, no alteration or modification of the Service, at any time during the Initial Term, which reduces or downgrades the Service is permitted.
   (b) If the Customer requires any upgrade to the subscribed Service, which includes subscription of additional services provided by RISB, RISB will provide a fee quote to the Customer, and if the Customer agrees, the Customer shall complete and execute a new Service Form. If the additional service is dependent on the continuation of the existing Services being subscribed by Customer, then the Initial Term of existing Services shall be extended by the difference between the original Initial Term and the period the additional service is to be provided calculated by reference to the SCD of the existing Service and that of the additional service. Such extension of the Initial Term is not a renewal but is an increase of the Initial Service Term. A change will restart the Initial Service Term from the new SCD.
   
   6.5   Use of Artificial Intelligence
   Subject to terms and conditions of this Agreement, RISB may utilize AI in any of the JaGa Product, in whole or in part of the modules, features, functionalities and interactions within the JaGa Product, for various purposes, including but not limited to data analysis and insights generation, personalised recommendations and content, and automated customer service support, which may also include collection and processing of Personal Data for improvement of functionalities and other operational purposes as outlined in the Privacy Policy, without prejudice to any of the terms herein.

7.  CHARGES, INVOICING & PAYMENT
   7.1   Charges
   (a)   Unless otherwise specified in the applicable Service Form or Schedule, the charges may include a registration fee, monthly charges and/or recurring charges (“Charges”)which are as indicated and detailed in the Service Form, and is non-refundable. All Charges exclude applicable SST, or prevailing service taxes (as may be imposed by law from time to time). If any withholding tax is applicable to a Customer making payment to RISB for the Service, then the Customer shall gross up the Charges such that RISB receives the full Charges net of withholding tax.
   (b)   If the Customer has opted for SIM Card to be used in the Device, the charges for using the SIM Card shall be RM120.00 per month.
   (c)  With respect to clause 7.1(b) above, if the Customer (including its affiliate, agent, employees, officers, security company and/ or subcontractors) is found to abuse or misuse the SIM Card provided by RISB, RISB shall charge the additional amount incurred by RISB to the Customer. The Customer shall be solely responsible for the additional amount incurred to the usage of the SIM Card.
   (d)  RISB reserves all rights to vary, modify, revise, adjust, increase or decrease the pricing terms and the Charges including but not limited to base subscription fees, add-on subscription fees, price for hardware and services, any registration fees, monthly charges and/ or recurring charges as prescribed in this Agreement, the Service Form and any Schedule, at any time and from time to time, by giving one (1) month prior written notice to the Customer in accordance with this Agreement. If the Customer uses and/ or continues to use the Services after the date on which any such pricing revision comes into effect, such use shall be deemed full acceptance of the pricing revision by Customer.
   
   7.2   Invoicing

• •  RISB shall issue a tax invoice to the Customer for the Charges and the Customer shall pay and continue to pay the Charges by the due date stated in the invoices.
  • Notwithstanding anything to the contrary, the Customer acknowledges and agrees that its obligation to pay all Charges due and payable shall not be waived, absolved or diminished by virtue of its failure or neglect to check, enquire, understand and ascertain the nature of Services subscribed or used by the Customer and the applicable charges associated with such Services, and you further acknowledge that it shall be your responsibility to request from RISB the invoices it has not received for any given billing period. If the Customer fails to pay the invoice by its due date, RISB may impose a late payment charge for such unpaid invoices at the rate of 5% per annum calculated from the due date until full settlement. It is the Customer’s responsibility to request for invoices from RISB that it has not received. The Customer shall be responsible for all reasonable costs incurred by RISB in the collection of any overdue amount.

7.3   Invoice Dispute
Unless otherwise specified in the applicable Service Schedule, all bona fide disputes concerning an invoice are to be raised in writing by Customer within 7 days of the date in the invoice identified as “statement date”, and shall specify the amount disputed, the reasons for disputing the amount and provide documentary records supporting the reasons. The Customer shall pay all amounts in an invoice which are not in dispute by the due date. Upon receipt of the dispute, RISB shall promptly investigate the dispute, and either issue a revised invoice if the dispute is justified or not. If a revised invoice is issued, Customer shall pay the revised invoice within 14 days. If a revised invoice is not issued, Parties shall promptly resolve the dispute in good faith.

7.4   Currencies
(a) For Customers Residing in Malaysia. Unless otherwise agreed in writing by RISB, all payments payable under this Agreement shall be made in Ringgit Malaysia or RM.
(b) For Customers Residing outside Malaysia. All payments payable under this Agreement may be made in United States Dollar (USD) or Singapore Dollar (SGD) or any such other currencies deemed fit by RISB. Any fees related to currency exchange or transfer including bank charges shall be borne by the Customer.

7.5   Foreign Taxation
For Customers Residing outside Malaysia. Such Customer is responsible for any applicable taxes, duties, or similar governmental assessments of any nature payable in respect of this Agreement, including any value-added, goods, and services, sales or withholding taxes, assessable by any local, provincial, federal or foreign jurisdictions in its jurisdictions. RISB shall not be held responsible for any of the abovementioned.

8.  CONFIDENTIALITY
   8.1   You shall maintain in confidence all information and data relating to RISB, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you or on behalf of RISB (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from RISB, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without RISB’s prior written consent, disclose such information to any third party nor use it for any other purpose.
   
   8.2   The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

• •  was at the time of receipt already in your possession;
  • is, or becomes in the future, public knowledge through no fault or omission on your part;
  • was received from a third party having the right to disclose it; or
  • is required to be disclosed by law and/or authorities.

9.  DATA PRIVACY
   9.1   RISB collects and processes your Personal Data in accordance with its Privacy Policy. The Privacy Policy applies to all of the Services and its terms are made a part of this Agreement by this reference.
   
   9.2   Where applicable, you agree and consent to RISB, its subsidiaries and any of its affiliate companies collecting, using, processing and disclosing Personal Data as further described in our Privacy Policy.
   
   9.3  You acknowledge that RISB may disclose Personal Data of other individuals to you in the course of your use of RISB’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by RISB, and not for any other unauthorized purposes.
   
   9.4  You acknowledge that RISB may process deletion of User Data in accordance with the Privacy Policy and shall endeavour to provide full cooperation as and when necessary.
   
   9.5  Subject to the Privacy Policy, Users may request for deletion of Community Data by sending email request to RISB and by doing so, RISB may require you to provide information such as Full Name, Registered Email Address and Property Block/ Street and Unit No. of the subject Users for verification purposes. You further undertake to furnish such information to RISB within five (5) working days upon your receipt of such email from RISB requesting for verification information OR upon your receipt of Users’ requests for prior written approval, whichever earlier, failing which RISB is deemed authorized by you to decline any such deletion requests made by the Users. You acknowledge that RISB shall not be held liable for any consequences resulting from this Clause and deletion or non-deletion of Community Data if any. You agree to indemnify, defend and hold harmless from and against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses including legal fees arising out of or in connection with this Clause and any authorized deletion or non-deletion of Community Data.

10.   INTELLECTUAL PROPERTY RIGHT
    10.1  RISB and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to JaGa Product, the Software and/or the Application and by extension, the Service and including but not limited to, any suggestions, ideas, photographs, video graphs, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.
    
    10.2  The General Terms do not constitute a sale agreement and do not convey to you any rights of ownership in or related to JaGa Product, the Service, the Software and/or the Application, or any intellectual property rights owned by RISB and/or its licensors. The name, logo, the Service, the Software and/or the Application and the product names associated with the Software and/or the Application are trademarks of RISB or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety.

11.  LICENSE GRANT AND RESTRICTIONS
    11.1  RISB and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access JaGa Product, the Application and/or the Software to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by RISB and its licensors.
    
    11.2  You shall not:

• • license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software and/or JaGa Product in any way;
  • modify or make derivative works based on JaGa Product, the Application and/or the Software;
  • mirror the Application/Software on any other server or wireless or internet-based device;
  • except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, this Application or any software or services made available on or through the Application;
  • use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, to unduly burden or hinder the operation and/or performance of the Application, to conduct data mining or scraping activities, or in any way reproduce or circumvent the navigational structure or presentation of the Application or its content;
  • use, post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information in whatsoever form without obtaining the prior consent of the owner of such proprietary rights;
  • remove any copyright, trademark or other proprietary rights notices contained on the Application or Platform;
  • use the Application to interfere with or disrupt the integrity or performance of the Application or the data contained therein;
  • attempt to gain unauthorized access to the Application or its related software, systems or networks;
  • impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or
  • engage in any conduct that could possibly damage our reputation or amount to being disreputable.

12.  THIRD PARTY INTERACTIONS
    12.1  During use of the Service, you may enter into correspondence or transactions, including but not limited to physical exchange of goods, with third parties who display or offer their goods and/or service through JaGa Product or the Platform or Application.
    
    12.2  Any such transactions, communication and/ or agreement as prescribed in Clause 12.1 above is strictly between you and the applicable third party, and RISB and its licensors shall have no liability or obligation for any such communication or agreement.
    
    12.3  Neither RISB nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through JaGa Product or the Platform or Application, and in no event shall RISB, its licensors or its affiliate companies be responsible for any content, products, services or other materials on or available from such sites or Third Parties Providers. Certain third party providers of transportation, goods and/or services may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such goods or services, and RISB is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the Third Parties Providers.
    
    12.4  You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such third party services. RISB shall not be liable for any information that you provide to or authorise us to provide to a third party, or for such third party’s collection, use and disclosure of such information.
    
    12.5  RISB may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. You agree to receive such advertising and marketing.
    
    12.6   You agree and allow RISB to compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party you interact with through the Service and/or advertising or marketing material supplied by third parties through the Service.
    
    12.7   We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
    
    12.8 You acknowledge that third parties and/ or other Users may trade, offer, sell, buy, request and/ or exchange products, goods and/ or services via JaGa Product or the Platform or the Application or any feature / function within the same (“the Trade”). You agree that in such event, RISB shall serve merely as a platform/ intermediary and shall not be responsible/ liable for the Trade and any disputes arising therefrom.
    
    12.9 You acknowledge that RISB shall have all rights in its sole discretion to facilitate or not to facilitate payment flow between Third Parties Providers and Users for trading/ exchange of goods, products and/ or services within JaGa Product or the Platform or the Application or any feature/ function within the same. In the event of payment flow without RISB’s facilitation, RISB shall not be responsible to any liability arising from or in connection with such payment flow between Third Parties Providers and Users, if any.

13.  INTERRUPTION OF SERVICE
    13.1   RISB does not warrant or guarantee that the Service shall be error free or uninterrupted. RISB shall not be responsible for any unavailability or inaccessibility of the Service that may arises from or due to circumstance(s) which is beyond RISB’s control. The Service may be interrupted due to:

• •  Technical difficulties or operational issues;
  • Interruption or failure of the internet or other means of data transmission over the network or facilities;
  • Device used by you being faulty, not connected, switched off or not functioning;
  • An occurrence of a Force Majeure Event; or
  • An act of third parties.

13.2  In the event that you discovered that there is an interruption of the Service, it is your duty to notify RISB of such interruption of the Service. RISB shall use its best endeavour to restore the affected Services as soon as reasonably practicable upon the notification of the interruption of the Service.

14.  RISB’S RIGHT TO SUSPEND THE SERVICE
    14.1   RISB shall have the right to suspend the Service by giving written or verbal prior notice to the Customer in the following situation:

• • If the Charges or for any Service(s) subscribe invoices remains unpaid or outstanding;
  • Breach of Clause 6 of the General Terms;
  • An occurrence of a Force Majeure Event;
  • Interruption of the Service as stated in Clause 7 of the General Terms;
  • Your use of the Service is not in compliance with the Applicable Law; and
  • Any order or direction from an authority for RISB to do so.

14.2  RISB may reconnect a suspended Service once the event ceases.

14.3  If the reconnection of the suspended Service is due to the Customer’s fault, RISB may impose a reconnection fee in the sum of RM500 per man day / as specified in the Service Form.

14.4  Notwithstanding Clause 11 and 12.1 above, you shall remain liable to pay all the applicable Charges to RISB during the interruption, suspension or loss of Service(s) or any part thereof.

15. TERM
    15.1  The Customer agrees that the Services is for the initial term specified in the Service Form (or in the applicable Schedule) which starts from the SCD (“Initial Term”).
    
    15.2  The Customer also agrees that the Service subscribed shall automatically be renewed annually (“Renewed Service Term”), unless the Customer has submitted complete and duly executed Termination Request Form to RISB of its intention to terminate the Service in accordance to Clause 16 of this General Terms.

16.  TERMINATION
    16.1   Termination by the Customer
    The Customer may either:

• • terminate the Service or the Agreement immediately, if:
    (i)   RISB is in breach of its obligations herein and/or under the Service Form and/or Schedule; and
    (ii)   the Customer has issued a notice requiring RISB to remedy the same within 30 days and that RISB has failed, neglected or refused to do so;
  • terminate the Service upon the completion of the Initial Term by submitting complete and duly executed Termination Request From (please refer to Clause 16.6. for termination request form’s access) to RISB being at least 14 days prior written notice before the expiry of the Initial Term, otherwise, the Service subscribed shall deemed to be renewed automatically as stated in Clause 15.2 above; or
  • terminate the Service by submitting complete and duly executed Termination Request Form (please refer to Clause 16.6. for termination request form’s access) to RISB (effective 90 days from date of submission of the Termination Request Form) during the Renewed Service Term only.

16.2   Termination for Convenience
If the Customer wishes to terminate the Agreement before the expiry of the Initial Term, then the Customer shall notify RISB by submitting complete and duly executed Termination Request Form to RISB 90 days before the date of such termination. A cancellation fees shall be imposed on the Customer if the Service is cancelled within or before expiry of the Initial Term. The cancellation fees shall be equivalent to the Charges for the remaining period of the Initial Term, and if applicable, the subsidy, discount and/ or promotion the Customer benefitted during the Initial Term.

16.3   Termination by either Party
Either Party may terminate this Agreement immediately in writing if:

• • an order is made or an effective resolution is passed for the winding up, dissolution or bankruptcy of the other Party, or for the reconstruction and amalgamation of the other Party otherwise under any Applicable Law;
  • a receiver, receiver and manager, judicial manager, provisional liquidator, liquidator, trustee in bankruptcy or like official is appointed over the whole or substantially the whole of the undertaking of the other Party;
  • the other Party shall make any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors;
  • a holder of an encumbrance takes possession of the whole or substantially the whole of the property of the other Party;
  • execution is levied against the assets or undertaking of the other Party; and a claim may be made accordingly; or
  • the other Party shall have infringed or violated any law or regulation pertaining to the use of the Services and such Party has failed, neglected or refused to remedy such an infringement or violation within the time frame stipulated by the relevant authority.

16.4   Termination by RISB
Without prejudice to any other right or remedy, RISB may immediately terminate this Agreement in the event that:

• • after the expiry of 7 days of a demand for payment by RISB for any outstanding invoices or charges in arrears has been issued, and the Customer has not paid the sum demanded;
  • the Customer is in breach of any material term in this General Terms and has not remedied the same to the reasonable satisfaction of RISB by the date specified in a prior written notice issued by RISB;
  • after the SCD, the Customer is in default of any of its obligations or in breach of the applicable provisions as set out in the applicable Service Form and/or Schedule, and the Customer has failed, neglected or refused to remedy such defaults after receipt of a notice from RISB to do so by the date specified in such notice;
  • the Customer has breached any agreement it may have entered into with an Affiliate and has failed to rectify and remedy such breach to the reasonable satisfaction of that Affiliate;
  • RISB is in receipt of a direction, order or notice issued by an appropriate authority either requiring RISB to terminate the provision of the Service to the Customer, suspend the Service or declaring that the use of the Service is contrary to the Applicable Law; or
  • the Customer shall infringe or violate the Applicable Law pertaining to the use of the Service and has failed, neglected and/or refused to remedy the infringement or violation within the time frame stipulated by the relevant authority.

16.5   Termination for Force Majeure

• • If either party is prevented or delayed in the performance of any of its obligations under this Agreement by a Force Majeure Event, then that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure and shall, subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavors, to recommence its affected operations in order for it to perform its obligations.
  • The party claiming to be prevented or delayed in the performance of any of its obligations under this Agreement by reason of Force Majeure shall take all steps as are necessary to bring the Force Majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure event.
  • If a Force Majeure Event occurs and continues for 30 continuous days, then either Party may in writing or in the event of such termination by the Customer, by Termination Request Form (please refer to Clause 16.6 for termination request form’s access) terminate the Service Form without any liability to each other, save for antecedent breaches and neither Party shall be liable for any breach, failure or delay in performance of its obligations pursuant to or of these terms (excluding Customer’s payment obligations), death or personal injury suffered.
  • RISB shall not be held liable for delays or failure to perform due to events of extra-territorial nature beyond reasonable control, including but not limited to natural disasters, customs delays or governmental restrictions.

16.6   Termination Notice by Request Form

• • Unless otherwise expressly required, any termination by Customer under this Agreement shall be made by completing and submitting to RISB copy(ies) of duly executed Termination Request Form via e-mail to operation@jagaapp.com, containing the reasons of termination and all details required therein.
  • Termination Request Form template may be accessible via https://jagasolution.com/wp-content/uploads/2022/04/RISB-OPS-CC2-2022-03-REV3.0-JaGaApp-Termination-Notice_Community-Name.pdf.
  • Any termination by RISB under this Agreement may be made by issuing notice in writing in accordance with Clause 18 of this Agreement.
  • By submitting the Termination Request Form to RISB in accordance with Termination Process prescribed in the Form and upon receipt by RISB, the Customer is deemed to have given notice in writing to RISB for termination of this Agreement.

16.7   Consequences of Termination

• • If the Customer terminates this Agreement pursuant to Clause 16.2 General Terms or if RISB terminates this Agreement pursuant to Clause 16.3 or 16.4 of the General Terms or pursuant to any other provision in the applicable Schedule that grants RISB a specific right to terminate due to a breach by the Customer, then Customer shall pay RISB the cancellation fees as well as any and all Charges in arrears;
  • If Customer terminates this Agreement pursuant to Clause 16.1 or 16.3 General Terms or pursuant any specific provision in the applicable Schedule that grant the Customer a specific right to terminate due to a breach by RISB, the Customer is required to pay any Charges that are in arrears up to the date of termination;
  • If the Agreement is terminated due to a Force Majeure Event pursuant to Clause 16.5 of the General Terms, the Customer shall pay any charges that are in arrears up to the date of termination and RISB shall not be liable to the Customer for any losses, damages or expenses suffered;
  • Regardless of the Party terminating the Agreement, the Service shall cease to be provided by RISB on the date of termination; and
  • Upon termination of this Agreement, RISB reserves all rights to push in-app notifications to the Users in the particular neighbourhood / community to notify such termination of Agreement and Service. In the event of termination due to default of payment by the Customer under Clause 16.4 above, RISB reserves all rights to notify via such in-app notifications to the Users of the particular neighbourhood/ community regarding such payment default by the Customer.

17.  LIMITATION OF LIABILITY
    17.1  Direct Losses
    Unless otherwise specified in the applicable Service Form and/or Schedule, the liability of each Party to the other for all damages, losses, costs or expenses arising out of, in connection with or related to the Service Form, regardless of the legal principle that imposes such liability, whether in contract, equity, intended conduct, tort or otherwise, will be limited to and will not exceed, (in the aggregate for all claims, actions and causes of action of every kind and nature), an amount equal to the aggregate value of the monthly recurring charges payable to RISB (excluding any third party recurring charges) for a 12-month period. This limit does not apply to any charges owed by the Customer to RISB, recovery of the balance Charges and/or any third party recurring charges incurred in order to provide the Service.
    
    17.2   Indirect Damage
    Neither Party shall be liable to the other Party under this Agreement for loss of production, loss of profit, loss of use, loss of business or market share, loss of data, revenue or any other indirect economic loss, or for any indirect, incidental, consequential, aggravated or exemplary damages, whether or not the possibility of such damages could have been reasonably foreseen.
    
    17.3   Exclusion of LiabilityUnless otherwise specified in the applicable Service Schedule, RISB shall neither be responsible for any third party services or products which you access, use or acquire (whether by yourself or by RISB acting on your behalf) together with the Service, for any loss or damage caused or contributed by such services or products to the Customer nor for any losses suffered by you due to any Service interruption or suspension.
    
    
18.  NOTICE
    Any notice, consent, approval, request or demand (each a “Notice”) permitted or required under this Agreement must:

• • be in writing;
  • signed by the authorised representative of the Party giving it; and
  • be delivered personally or by prepaid registered post or email to the contact person designated stated in the Service Form or Schedule.

For the purposes of Clause 18 herein, the contact details of RISB are as follows:
(a) Address: Unit 606, Block G, Pusat Dagangan Phileo Damansara 1, Jalan 16/11, Seksyen 16, 46350 Petaling Jaya, Selangor.
(b) E-mail address: hello@jagaapp.com
(c) Phone: +603-7931 9911

19.  GOVERNING LAW AND DISPUTE RESOLUTION
    19.1      This Agreement is governed by, and to be construed in accordance with, the laws of Malaysia.
    
    19.2      For Customers Residing in Malaysia. Any disputes, claims, or controversies arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Malaysia.
    
    19.3      For Customers Residing outside Malaysia. Any disputes, claims, or controversies arising out of or in connection with this Agreement shall be resolved through arbitration  administered by Asian International Arbitration Centre in accordance with its rules in effect at the time of the dispute. The seat of arbitration shall be Kuala Lumpur, Malaysia, and the language of arbitration shall be in English. All fees with respect to the arbitration shall be borne equally between the parties, or any such other arrangement that the arbitrator considers appropriate. The arbitral award of the arbitrator(s) shall be final and binding on both parties, and may be subsequently enforced by any court of competent jurisdictions.

20.  DISCLAIMER OF WARRANTIES
    20.1   The Application, the Software, JaGa Product, its content and any related service(s) is provided to you on an “as is” basis.
    
    20.2  RISB makes no representation or warranties of any kind, express or implied, in connection with the Software, Application, Platform, Service, the General Terms, the content, goods/ products/ services provided by third-parties or other Users and/ or any related service(s). Although RISB makes reasonable effort to keep the Application up to date, RISB makes no representation, warranties, guarantees, whether express or implied, that such information is accurate, complete or up to date.
    
    20.3  RISB shall not be liable for any direct, indirect or consequent loss arising from the modifications or amendments to the Software, Application, Service, Platform, or term of use.
    
    20.4  You agree that you shall bear all risks arising out of your use of the Service or any other good, products and/ or services provided by Third Parties Providers and shall have no recourse against RISB in respect of the same.

21.  MISCELLANEOUS
    21.1  Conclusive Evidence
    The Parties agree that a certificate of indebtedness issued by RISB officer in charge of finance shall be binding evidence as to the amount due and owing by Customer to RISB and is conclusive in any legal proceedings, save for manifest errors or omissions.
    
    21.2   Representation

• • You represent and warrant that all information required and furnished by you to RISB in connection with the Service and in the Service, are correct and accurate in every material respect and are not false, misleading, deceptive, defamatory and/or unlawful.
  • Nothing herein or the applicable Service Schedule shall imply any obligation on the part of RISB to verify the accuracy and authenticity of such information. In addition, you and RISB represent and warrant to each other that:
    (i)   each Party has the necessary capacity, authority, rights, licences and permissions to enter into and perform its obligations under this Agreement; and
    (ii)  the Service Form together with the General Terms and the applicable Schedule is a valid and enforceable agreement against a Party, notwithstanding any defect, deficiency or omission. Further RISB does not make any representations or warranty, whether express or implied, and excludes any implied warranties (whether arising by operation of Applicable Law, equity or common law) that the Service will achieve the expected functionality, will be error-free or uninterrupted, and/or is of a specified or of any quality.
  • You further represent that you shall be solely responsible for observing and complying with all applicable local laws, rules, regulations and guidelines in connection with the use of our products and Services. You shall promptly inform RISB of any legal or regulatory requirements or restrictions in your jurisdictions that may impact the provision or use of RISB’s products and Services. RISB shall not be held liable for any non-compliance by the Customer with such laws, rules, regulations and guidelines.

21.3  Changes in Law
Should a new law or an amendment to an existing law occur that impacts the Service Form or the Service, then notwithstanding anything contained herein, the clauses herein shall be deemed to be amended to such an extent as is necessary to enable Parties to comply with such laws.

21.4   Variations of the Terms
Unless otherwise prescribed in the Schedule, RISB may vary, modify, add or delete these terms and conditions including terms in any Service Form and Schedule, at any time, and such amendments shall be effective once they are posted on https://jagasolution.com/jagasolution-community-agreement/ or the Application. It is the Customer’s responsibility to review the General Terms regularly. If the Customer uses and/or continues to use the Services after the date on which such variation comes into effect, such use shall be deemed acceptance of such variation by Customer.

21.5   Indemnity
By agreeing to the terms and conditions of the Agreement, the Customer shall indemnify RISB against any and all claims, demands, proceedings or fines made or imposed against RISB by a third party arising out of, in connection with or due to the Customer breach of these terms or in using the Services, including but not limited to the claims for defamation, infringement of intellectual property rights, death or personal injury, property damage.

21.6  Waiver
Only a written waiver of any breach, right or remedy is only effective if it is duly signed by the Party granting the waiver. Any failure or delay of a Party to exercise or enforce (including any partial exercise or enforcement of) any provision contained herein and/or any other indulgence given by that Party shall not be deemed as a waiver by that Party of its right, power, authority, discretion, remedy or right of action against the other Party in respect of any breach by the other Party of its obligations hereunder.

21.7  Recovery of Legal Costs
In any legal proceedings commenced by RISB against you, all legal costs and expense incurred by RISB shall be recoverable from you.

21.8  Entire Agreement
This General Terms and for each service that you have subscribed from RISB, the applicable Service Form and the Schedule shall together form the entire Agreement between the Parties.

21.9  Assignment
The Customer shall not assign any rights, interest, remedies and obligations herein without the prior written consent of RISB, whose consent may be withheld at its sole and absolute discretion. RISB, shall be entitled to assign, novate or transfer this Agreement or any of its right and remedies hereunder to any Affiliate without the consent of the Customer PROVIDED ALWAYS that RISB shall provide the Customer with a written notice of such assignment, novation or transfer. Nothing contained herein shall be deemed to confer any rights upon or be enforceable by any person other than the Parties hereto.

21.10   Severability
In the event any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.

21.11  Binding Effect
This Agreement shall be binding upon the permitted assigns and successors-in-title of the Parties hereto. It is further provided that this Agreement shall not be discharged or in any way affected by any change in the composition or identity of the Parties hereto by amalgamation, reconstruction or otherwise.

21.12  Cloud Network Infrastructure
RISB shall use its best efforts to ensure that the appropriate measures are taken to safeguard the security of its Customer’s data in its cloud network infrastructure in accordance to Malaysia laws and regulations.

21.13  Language
This Agreement is drafted in English, and the English version shall prevail in case of discrepancies with translated versions.

22. ANTI-BRIBERY AND ANTI-CORRUPTION (“ABAC”) POLICY
    22.1   By continuing to subscribe to our Services, you commit and undertake that:
    (a) You have read and understood, and will fully comply with and adhere to this ABAC Policy that outlines RISB’s zero-tolerance against bribery and corruption as well as all applicable laws, rules and regulations relating to anti-bribery, anti-fraud and anti-corruption (“ABAC Applicable Laws”);
    (b) You shall discharge your duties and obligations in an ethical manner and shall not offer, give, agree to give, promise or offer to any of RISB’s personnel or any other individuals any bribe, gift and/ or gratification to influence the decisions in favour of yourself;
    (c) You have not been convicted nor being the subject of any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected breach of the ABAC Applicable Laws;
    (d) You shall report any actual or suspected breach of ABAC Applicable Laws as soon as reasonably practicable and to the extent permitted by laws to RISB;
    (e) You have not been and are not listed by any government agencies as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; and
    (f) You shall take all measures and implement appropriate measures to ensure compliance with the ABAC Applicable Laws and/ or any other applicable provisions.
    
    22.2   You further agree that:
    (a) In the event you are in breach of any of the above undertakings or ABAC Applicable Laws or any other applicable provisions, RISB may terminate this Agreement immediately without prior written notice and without liability whatsoever on part of RISB, without prejudice to any other rights or remedies that RISB may have or any other appropriate action which RISB may take pursuant to this Agreement or any other applicable laws. You shall indemnify, defend and hold RISB harmless against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses including legal fees, whether civil or criminal, arising out of or in connection with your breach hereof;
    (b) You will endeavour to report to RISB immediately, in the event any person attempts to solicit any bribe or advantages, whether financially or otherwise, from you or any other person connected to you either as an inducement or incentive for you to be selected for a proposed business transaction with RISB or as a reward, gift or bonus or where you have reasonable grounds to suspect any breach of the obligations in this ABAC Policy or ABAC Applicable Laws from time to time;
    (c) This ABAC Policy may be updated, amended or revised by RISB at any time and from time to time to ensure its adequacy in implementation and enforcements, and you shall fully adhere to all such amended. Your continuing subscription of our Services shall indicate your full acceptance to any such revisions made herein;
    (d) You are fully informed on the Whistleblowing Policy if any and the channels available to you as an avenue to report any misconducts or incidents in relation to the commercial transactions between RISB and you; and
    (e) This ABAC Policy shall form part of the material terms within this Agreement.
    
    

SECTION B – FOR JAGACOUNT SOLUTION SUBSCRIBERS

In addition to the terms and conditions above, if you have subscribed to one or more products under JaGaCount Solution, you are fully subject to and bound by the additional terms stated in Section B herein.

0. PRELIMINARIES
0.1 Section A and C of this Agreement shall survive this section.

0.2 Section A shall at all material times be applicable and binding on the subscribers of one or more products under JaGaCount Solution under this section.

0.3 Section C shall only be applicable and binding on the subscribers of one or more products under JaGaCount Solution in the event the same subscribers subscribe to JaGaApp Guard.

0.4 In the event of silence of any terms in this section, such existing co-related terms contained in Section A (if any) shall apply.

1.  GENERAL TERMS AND REPRESENTATION
   1.1  In collaboration with Golive Technology Sdn Bhd (“Golive”), RISB shall make available an integrated cloud-based accounting software solution specially designed for property management corporations which consists of two (2) modules, namely Property Management System (“PMS”) and Property Accounting System (“PAS”) for subscription (“the JaGaCount Solution”).
   
   1.2  It is agreed that when you subscribed to the additional service of JaGaCount Solution which is a Platform designed and provided by Golive as a means to manage, access and process the accounting transactions within functional modules including but not limited to: ownership management, meter management, billing and invoicing, accounts payable, accounts receivable, general ledger, trial balance and audit reports, you also acknowledge and agree to adhere to Golive’s terms and conditions.
   
   1.3  In the event of any discrepancies between Golive on RISB’s terms, RISB’s terms shall prevail and take precedence.
   
   1.4  You agree that Golive shall be solely responsible for the functionality of the JaGaCount Solution. RISB is not responsible for the acts and omissions of Golive and/or its agent, employees and contractors as RISB does not have any control over any of Golive’s actions.
   
   1.5  All information which you have provided in JaGacount Solution, including your Personal Data, will be provided to Golive for the purpose of allowing Golive to perform the services.
   
   1.6 You further agree and undertake to provide all information required for the setup, implementation and migration of the JaGaCount Solution including but not limited to billing item, company master and invoice footer, lot owner master, meter setup, chart of accounts, user creation, credit master, creditor opening balance, opening balance, other debtor master, other debtor opening balance and owner outstanding list within a period of ONE (1) month from the date you signed the JaGaSolution Community Service Form. For the avoidance of doubt, if you failed, hindered and/or delayed in providing RISB and/or Golive the required information within the stipulated period and/or any extension of time permitted by RISB, RISB is entitled to treat your act and conduct as a breach of material terms, terminate this Agreement immediately and the Charges made by you shall be forfeited.

2.  RIGHT TO USE THE JAGACOUNT SOLUTION
   2.1 Subject to the terms and conditions of this Agreement, the Customer is granted a limited, non-transferable, non-exclusive right to access and use the JaGaCount Solution via its Platform.
   
   2.2 RISB and Golive retain all rights, titles and interests in JaGaCount, including without limitation to all intellectual property rights therein. The Customer shall not sell, lease, license, loan or otherwise transfer or dispose of JaGaCount.
   
   2.3 RISB and Golive shall be the owner of any improvements or enhancements made to JaGaCount, including but not limited to such improvements or enhancements based on feedback provided by the Customer, and the Customer hereby assigns to RISB and Golive all rights and titles to such improvements or enhancements and will execute all documents necessary to effect such ownership.
   
   2.4   The Customer undertakes and agrees:
   (a)  not to make any copies of the JaGaCount Solution;
   (b)  not to use the JaGaCount Solution or Confidential Information for any purpose not specified in this Agreement;
   (c)  not to decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code of the JaGaCount Solution;
   (d)  not to alter, merge, modify, translate, adapt, or prepare any derivative work based upon the JaGaCount Solution;
   (e)  not to sell, rent, lease, network, loan, sublicense, assign, disclose, distribute, or otherwise transfer the JaGaCount Solution;
   (f)   not to make any attempt to undermine the security or integrity of RISB’s computing systems or networks;
   (g)  not to use, or misuse the JaGaCount Solution in any way which may impair the functionality of the JaGaCount Solution, or impair the ability of any other User to use the JaGaCount Solution;
   (h)  to use the JaGaCount Solution for lawful and proper purposes and comply with all applicable laws, regulations and conventions;
   (i)  not to seek unauthorised access to the JaGaCount Solution by any means whatsoever; and
   (j)  to keep the username, password or account, and all information required in connection with your use of the JaGaCount Solution confidential and up to date.

3.  SUPPORT
   3.1 Any queries made for JaGaCount Solution shall be addressed in writing directly to RISB. RISB will not entertain any such queries not made in compliance with terms and conditions herein. Support will be given by RISB upon receiving such queries and during RISB’s working hours only. Any queries received on non-working hours will be entertained in the upcoming working hours. RISB will use its best endeavours to serve your best support.  

4.  LOGIN DETAILS AND PASSWORD
   4.1  The Customer will ensure that all login details, usernames and passwords required to access the JaGaCount Solution are kept secure and confidential.
   
   4.2  The Customer agrees that the Customer will be solely responsible to RISB for all activities that occur under the Customer’s account.
   
   4.3  The Customer will immediately notify RISB (for JaGaCount or JaGaCount 2/0) and/or Golive (for JaGacount only) of any unauthorised use of passwords or any other breach of security.

5.  JAGACOUNT SOLUTION AVAILABILITY
   5.1  Among other things, the operation and availability of the systems used for accessing the JaGaCount Solution including computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the JaGaCount Solution. RISB is not in any way responsible for any such interference nor prevention of the Customer’s access nor use of the JaGaCount Solution.
   
   5.2  RISB will not be liable in any manner if the JaGaCount Solution is not available at any time or for any period for any reason.5.3  If for any reason RISB has to interrupt the JaGaCount Solution for longer periods than RISB would normally expect, RISB will use reasonable endeavours to publish in advance details of such activities on the Application and/or via email in advance.
   
   5.3 If for any reason RISB has to interrupt the JaGaCount Solution for longer periods than RISB would normally expect, RISB will use reasonable endeavours to publish in advance details of such activities on the Application and/or via email in advance.

6.  ACKNOWLEDGEMENTS BY CUSTOMER
   6.1   The Customer acknowledges that:
   (a)  the Customer shall only use the JaGaCount Solution for the Customer’s lawful internal business and/or management purposes, in accordance with the terms and conditions of this Agreement;
   (b)  the Customer is authorised to use the JaGaCount Solution to access the information that the Customer accesses using the JaGaCount Solution (whether that information is the Customer’s own or that of anyone else) then RISB will assume that the Customer has obtained the necessary rights and/or permission to do so and that the Customer will be liable for the Customer’s actions or omissions (including any breach of the terms and conditions this Agreement);
   (c)  the provision of, access to, and use of, the JaGaCount Solution is on an “as is, where is” basis and at the Customer’s own risk;
   (d)  RISB is not the Customer’s accountant or financial advisor and the use of the JaGaCount Solution should not be a substitute for professional third party accounting or financial advice. Any accounting, financial, tax, or related questions or issues should be referred to a third party professional; and
   (e)  it is the Customer’s sole responsibility to determine that the JaGaCount Solution meets the needs of the Customer.

7.  LIMITATION OF LIABILITY
   7.1  RISB gives no warranty about the JaGaCount Solution, and does not warrant that the JaGaCount Solution will be error-free, timely, reliable, entirely secure, virus-free, available or that it will be suitable for the Customer’s purposes or requirements to the maximum extent permitted by law.
   
   7.2  To the maximum extent permitted by law, RISB excludes all liability and responsibility to the Customer whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use or reliance on the JaGaCount Solution.
   
   7.3  RISB does not make any guarantees that there will be no loss of data, and this Agreement expressly excludes any liability for any loss of data no matter how caused.
   
   7.4  Where RISB is not legally entitled to exclude its liability, RISB’s total liability for any loss or damage relating to the Customer’s use of or inability to use the JaGaCount Solution, the Software or the Website shall not exceed an amount equal to the Subscription Fees which the Customer has paid to RISB in the previous month.
   
   7.5  Nothing in these terms however will exclude or limit RISB’s liability for death or personal injury caused by its negligence nor for fraudulent misrepresentation.
   
   

SECTION C – FOR JAGAAPP GUARD SUBSCRIBERS
This section contains terms and conditions on top of all the above to be applicable and binding on, inter alia, subscribers and users of the JaGaApp Guard.

1. PRELIMINARIES
   1.1 Section A and B of this Agreement shall survive this section.
   
   1.2 Section A shall at all material times be applicable to and binding on the subscribers of JaGaApp Guard under this section.
   
   1.3 Section B shall only be applicable to and binding on the subscribers of JaGaApp Guard herein in the event the subscribers of JaGaApp Guard subscribe to JaGaCount.
   
   1.4 The Customer may subscribe to JaGaApp Guard as an optional add-on to the Service as prescribed under Clause 4.1 of Section A above.
   
   1.5 In the event of silence of any terms in this section, such existing co-related terms contained in Section A (if any) shall apply.

2. OWNERSHIP VESTS IN RISB
   2.1 Subject to the terms and conditions of this Agreement and upon subscription, the Customer and/ or User is granted a limited, non-transferable, non-exclusive right to access and use of the JaGaApp Guard.
   
   2.2 RISB retains all rights, titles and interests in JaGaApp Guard, including and not limited to all intellectual property rights therein. The Customer shall not sell, lease, license, loan or otherwise transfer or dispose of the JaGaApp Guard.
   
   2.3 RISB shall be the sole owner of JaGaApp Guard, including but not limited to any suggestions, ideas, enhancement requests, feedback, recommendations, improvements and/ or enhancements provided and made to JaGaApp Guard.
   
   2.4 No rights or license shall be granted to the Customer to use the trademarks of RISB, including but not limited to the name, logo, components, processes and design contained in JaGaApp Guard.

3. CUSTOMER AND/ OR USER’S RIGHT TO USE JAGAAPP GUARD
   3.1   General
   (a)   Unless otherwise expressly agreed in writing or as specified in the applicable Schedule, the Customer and/or User may only use JaGaApp Guard in accordance with Applicable Law and for their intended use and lawful purpose only, and is neither permitted to sell, resell, hire, lease (including sub lease), licence (including sub-licence), rent, offer, provide or sub-provision JaGaApp Guard, or any portion thereto whether for consideration or otherwise to any third party nor use the Service for any fraudulent, unlawful, illegal or improper purpose or in breach of any applicable laws and regulations, including tampering, altering, adjusting, removing, diverting, abusing or affecting JaGaApp Guard.
   
   (b)   The Customer also agrees that RISB shall not be held responsible and/or liable for any interruption or suspension caused to JaGaApp Guard due to the fault of the Customer and/or its affiliates, employees, officers, subcontractors and/or agents.
   
   3.2   In the event there is any breach or non-compliance of the terms in Clause 3.1 above, the Customer acknowledges and agrees that RISB shall not be responsible for any losses, damages or liabilities that may arise due to the Customer and/or User’s fault. The Customer agrees to assume full responsibility and liability for all the losses, costs, or expenses arising in connection with or related to JaGaApp Guard.

4. ACKNOWLEDGMENT BY CUSTOMERS
   4.1 The Customer acknowledges and undertakes that:
   (a)  the Customer and/ or User shall only use the JaGaApp Guard for lawful purposes, in accordance with the terms and conditions of this Agreement;
   (b)  the provision of, access to, and use of, the JaGaApp Guard is on an “as is, where is” basis and at the Customer’s and/ or User’s own risk; and
   (c)  it is the Customer’s sole responsibility to determine/ ensure that the JaGaApp Guard meets the needs of the Customer and/ or User.

5. LOGIN DETAILS AND PASSWORD
   5.1 The Customer shall ensure that all login details, usernames, e-mail addresses and passwords required to access JaGaApp Guard are kept secured and confidential.
   5.2 The Customer agrees that RISB shall not be responsible/ liable for activities under the Customer’s or the User’s accounts.
   5.3 The Customer shall immediately notify and/ or procure the User to notify RISB of any unauthorised use of passwords or any breach of security. RISB shall not be liable for any such failure herein.

6. LIMITATION OF LIABILITY
   6.1  RISB gives no warranty about JaGaApp Guard, and does not warrant that JaGaApp Guard will be error-free, timely, reliable, entirely secure, virus-free, available or that it will be suitable for the Customer’s and/ or the User’s purposes or requirements to the maximum extent permitted by law.
   6.2  To the maximum extent permitted by law, RISB excludes all liability and responsibility to the Customer and/ or User whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use or reliance on the JaGaApp Guard.
   6.3  RISB does not make any guarantees that there will be no loss of data, and this Agreement expressly excludes any liability for any loss of data no matter how caused.
   6.4  Where RISB is not legally entitled to exclude its liability, RISB’s total liability for any loss or damage relating to the Customer’s and/ or the User’s use of or inability to use JaGaApp Guard shall not exceed an amount equal to the Subscription Fees which the Customer has paid to RISB in the previous month.
   

Last Updated: 16^th December 2024.