SECTION A – GENERAL TERMS OF USE OF SERVICES
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.
2.1 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.
(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;
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.
5.1 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.
6.1 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
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.
6.6 Modular Functionalities
(a) From time to time, RISB may introduce additional functionalities or modules into JaGa Product, including but not limited to content hosting, file uploads, storage management and/or administrative tools.
(b) RISB reserves the rights to implement usage policies, storage limits and technical restrictions in respect of such additional functionalities or modules with or without prior notice. Applicable limits or usage indicators will be made available via the Application, and may be varied by RISB from time to time.
(c) RISB may impose additional charges if the Customer exceeds the prescribed limits, and the Customer shall be responsible for timely payment of such charges failing which RISB shall be entitled to suspend or restrict access to the relevant functionalities until such charges are paid. RISB reserves the rights to recover outstanding sums in accordance with Clause 7 and 14 of this Agreement.
(d) The Customer shall ensure that all content uploaded or submitted via any RISB modules are lawful, appropriate, non-infringing, and do not contain abusive, defamatory or obscene content and shall comply with RISB’s terms and policies and the Applicable Law. RISB reserves the rights at its sole discretion to review, moderate, and/ or remove any content that RISB reasonably deems suspected or found to breach this Agreement or any Applicable Law without prior notice to the Customer. RISB may without prior notice, immediately suspend or restrict access to the relevant functionalities or modules in the event of repeated or serious violations by the Customer.
(e) RISB may from time to time and at its discretion, provide a channel to the Customer for review of content removal requests. However, RISB shall have final authority in considering such requests.
(f) The Customer shall be fully responsible for any content uploaded by its Admin Users or other authorised representatives, and shall be fully liable for any such content that infringes third-party rights, including and not limited to copyright, trademarks or personal data rights. The Customer agrees to indemnify RISB against any losses, damages, liabilities, claims, or costs arising therefrom.
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
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.
8.1 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:
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.
10.1 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.
11.1 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:
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.
13.1 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:
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.
14.1 RISB shall have the right to suspend the Service by giving written or verbal prior notice to the Customer in the following situation:
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.
15.1 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 (“Renewal 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.
16.1 Lock-In Period
The Customer acknowledges that each Subscription shall be subject to a minimum commitment period of the Initial Term. The Customer shall not terminate the Service during the Initial Term, save as otherwise expressly permitted in this Agreement.
16.2 Early Termination during Initial Term
If the Customer terminates the Service before the expiry of the Initial Term, the Customer shall:
(i) provide RISB with not less than ninety (90) days’ prior written notice by submitting a duly completed and executed Termination Request Form (as referred to in Clause 16.9); and
(ii) pay to RISB a cancellation fee equivalent to all Charges payable for the unexpired portion of the Initial Term (“Cancellation Fees”), and any subsidy, discount and/ or promotion received by the Customer during the Initial Term (if applicable), which shall be immediately due and payable upon termination.
16.3 Termination Upon Expiry of Initial Term
The Customer may terminate the Service upon the expiry of the Initial Term by submitting a duly completed and executed Termination Request Form (as referred to in Clause 16.9) to RISB at least ninety (90) days prior to such expiry. In the absence of such notice, the Service shall automatically be renewed in accordance with Clause 15.2.
16.4 Termination during Renewal Term
During any Renewal Term after the Initial Term, the Customer may terminate the Service by submitting a duly completed and executed Termination Request Form (as referred to in Clause 16.9) to RISB, such termination to take effect ninety (90) days from RISB’s receipt of the Termination Request Form.
16.5 Termination due to RISB’s breach
The Customer may terminate the Service with immediate effects by written notice to RISB 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.
16.6 Termination due to RISB’s Insolvency
The Customer may terminate this Agreement with immediate effects by written notice to RISB if:
(i) an order is made, or a resolution is duly passed, for the winding-up, or dissolution of RISB, or for its reconstruction or amalgamation under any Applicable Law;
(ii) a receiver, receiver and manager, judicial manager, provisional liquidator, liquidator, or similar official is appointed over the whole or a substantial part of RISB’s undertaking or assets;
(iii) RISB makes or proposes any arrangement, composition, or compromise with its creditors generally;
(iv) a holder of an encumbrance takes possession of, or execution or enforcement proceedings are levied against, the whole or a substantial part of RISB’s assets, and such possession or proceedings are not discharged within thirty (30) days; or
(v) RISB infringes or violates any law or regulation relating to the provision of the Services and fails, neglects, or refuses to remedy such infringement or violation within the timeframe prescribed by the relevant authority.
16.7 Termination by RISB
Without prejudice to any other right or remedy available under this Agreement, RISB may terminate this Agreement with immediate effect with or without written notice to the Customer if:
(a) the Customer fails to pay any outstanding invoices or charges within seven (7) days after RISB issues a written demand for payment;
(b) the Customer is in breach of any material term of these General Terms or the applicable Service Form and/or Schedule, and has not remedied such breach to RISB’s reasonable satisfaction by the date specified in a prior written notice issued by RISB;
(c) after the SCD, the Customer is in default of any of its obligations under the applicable Service Form and/or Schedule and fails, neglects, or refuses to remedy such default after receipt of a written notice from RISB by the date specified therein;
(d) the Customer has breached any agreement it has entered into with an Affiliate of RISB and fails to remedy such breach to the reasonable satisfaction of that Affiliate;
(e) an order is made, or a resolution is duly passed, for the winding-up, dissolution, or bankruptcy of the Customer, or for its reconstruction or amalgamation under any Applicable Law;
(f) a receiver, receiver and manager, judicial manager, provisional liquidator, liquidator, trustee in bankruptcy, or similar official is appointed over the whole or a substantial part of the undertaking or assets of the Customer;
(g) the Customer makes or proposes any arrangement, composition, or compromise with its creditors generally;
(h) a holder of an encumbrance takes possession of, or execution or enforcement proceedings are levied against, the whole or a substantial part of the assets of the Customer, and such possession or proceedings are not discharged within thirty (30) days;
(i) RISB receives a direction, order, or notice from an appropriate authority requiring RISB to terminate the provision of the Service, suspend the Service, or declaring that the Customer’s use of the Service is contrary to Applicable Law; or
(j) the Customer infringes or violates any Applicable Law relating to the use of the Services and fails, neglects, or refuses to remedy such infringement or violation within the timeframe stipulated by the relevant authority.
16.8 Termination for Force Majeure
16.9 Termination Notice by Request Form
16.10 Consequences of Termination
Upon termination of this Agreement for any reason:
(a) Accrued Charges. The Customer shall remain liable to pay RISB all Charges, fees and expenses properly accrued up to the effective date of termination.
(b) Early Termination during Initial Term. If termination occurs pursuant to Clause 16.2, the Customer shall pay to RISB:
(i) the Cancellation Fees as defined in Clause 16.2; and
(ii) all Charges in arrears as at the effective date of termination.
(c) Termination upon expiry of Initial Term and during Renewal Term. If the Customer terminates the Service pursuant to Clause 16.3 or Clause 16.4:
(i) the Customer shall pay all Charges properly accrued up to the effective date of termination; and
(ii) no Cancellation Fees will be payable by the Customer.
(d) Termination due to RISB’s Breach or Insolvency. If termination occurs pursuant to Clause 16.5 or Clause 16.6:
(i) the Customer shall pay all Charges properly accrued up to the effective date of termination; and
(ii) no Cancellation Fees will be payable by the Customer.
(e) Termination by RISB. If termination occurs pursuant to Clause 16.7, the Customer shall pay to RISB:
(i) the Cancellation Fees as defined in Clause 16.2; and
(ii) all Charges in arrears as at the effective date of termination.
(f) Termination for Force Majeure. If termination occurs pursuant to Clause 16.8, neither Party shall be liable to the other save for antecedent breaches, and the Customer shall remain liable only for Charges accrued up to the effective date of termination.
(g) Cessation of Services. The Services shall cease on the effective date of any termination, and RISB shall have no further obligation to provide the Services thereafter.
(h) Notification to Users. Upon termination of this Agreement, RISB reserves the right to issue in-app notifications to Users within the relevant neighbourhood/community to inform them of the cessation of the Agreement and Services. In the event termination arises from the Customer’s payment default under Clause 16.7, RISB further reserves the right to notify such Users via in-app notifications of the Customer’s default in payment.
(i) Survival. Any provisions of this Agreement which by their nature are intended to survive termination (including but not limited to payment obligations, limitation of liability, confidentiality, intellectual property, and indemnities) shall continue in full force and effect.
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 Liability
Unless 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.
Any notice, consent, approval, request or demand (each a “Notice”) permitted or required under this Agreement must:
For the purposes of Clause 18 herein, the contact details of RISB are as follows:
a. Address: Unit 112, Block F, Pusat Dagangan Phileo Damansara 1, Jalan 16/11, Seksyen 16, Petaling Jaya, 46350 Selangor.
b. E-mail address: hello@jagaapp.com
c. Phone: +603-7931 9911
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.
20.1 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.
21.1 Conclusive Evidence
Unless otherwise mutually agreed by the Parties, a certificate of indebtedness issued by RISB officer in charge of finance shall constitute a prima facie and 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
(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.
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.
22.1 By continuing to subscribe to our Services, you commit and undertake that:
22.2 You further agree that:
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.
0.1 Section A of this Agreement shall continue to have full force and effect and survive Section B.
0.2 Section A shall at all material times remain applicable and binding on all subscribers notwithstanding whether subscribe to JaGaCount Solution pursuant to this Section B.
0.3 In the absence of any express terms under this Section B, the corresponding provisions of Section A (if any) shall apply with the necessary modifications.
1.1 RISB shall make available an integrated cloud-based accounting software solution specially designed for property management corporations, which consists of two (2) modules, namely the Property Management System (“PMS”) and the Property Accounting System (“PAS”) (collectively referred to as the “JaGaCount Solution”).
1.2 By subscribing to the JaGaCount Solution, you acknowledge and agree that the JaGaCount Solution is a proprietary platform developed, owned and operated by RISB, and you shall use the JaGaCount Solution strictly in accordance with the terms of this Agreement.
1.3 You agree that RISB shall be solely responsible for the functionality and performance of the JaGaCount Solution. RISB makes no representation or warranty that the JaGaCount Solution will be error-free, uninterrupted, or fit for any particular purpose, save as expressly stated in this Agreement.
1.4 All information, including your Personal Data, which you provide in connection with the JaGaCount Solution will be collected, stored and processed by RISB for the purposes of enabling RISB to perform its services, subject always to the Personal Data Protection Act 2010 and the Privacy Policy.
1.5 You agree and undertake to provide all information required for the setup, implementation and migration of the JaGaCount Solution, including but not limited to billing items, 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 one (1) month from the date you sign the JaGaSolution Community Service Form. For the avoidance of doubt, if you fail, hinder and/or delay in providing RISB with the required information within the stipulated period, or within such extended time as may be permitted by RISB, RISB shall be entitled to treat such failure as a material breach of this Agreement and to terminate this Agreement immediately. In such event, you shall not be entitled to any refund of Charges already paid.
1.6 For the avoidance of doubt, the JaGaCount Solution is now solely developed, owned and operated by RISB. Golive Technology Sdn Bhd (“Golive”) has no ownership, interest, involvement or responsibility whatsoever in relation to the JaGaCount Solution, and RISB shall not be liable for, nor shall the Customer make any claim against RISB in respect of, any act or omission of Golive.
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 retains all rights, titles and interests in and to the JaGaCount Solution, including without limitation all intellectual property rights therein. Unless otherwise agreed by RISB, the Customer shall not sell, lease, license, loan, assign, transfer, dispose of or otherwise exploit the JaGaCount Solution in any manner not expressly permitted under this Agreement.
2.3 RISB shall be the sole owner of any improvements, modifications or enhancements made to the JaGaCount Solution, including but not limited to such improvements or enhancements based on feedback provided by the Customer. The Customer hereby irrevocably assigns to RISB all rights, title and interest in and to such improvements or enhancements and shall execute all documents and do all acts necessary to give effect to 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.
3.1 All queries relating to the JaGaCount Solution shall be submitted in writing directly to RISB in accordance with the procedures prescribed by RISB. RISB shall not be obliged to respond to any queries that are not made in compliance with these terms. Support will be provided by RISB during its normal working hours only, and any queries received outside of such hours will be attended to on the next working day. RISB will use reasonable endeavours to provide timely and effective support in accordance with its standard support practices.
3.2 For the avoidance of doubt, support provided under this Agreement is limited to general troubleshooting and assistance relating to the use of the JaGaCount Solution. Unless otherwise agreed by RISB, it expressly excludes any form of customisation, configuration, training, consultancy, or onsite assistance, which shall be subject to a separate arrangement and additional charges (if applicable).
4.1 The Customer shall ensure that all login details, usernames and passwords required to access the JaGaCount Solution are kept secure, confidential and up to date at all times.
4.2 The Customer agrees that the Customer will be solely responsible to RISB for all activities that occur under the Customer’s account, whether authorised by the Customer or otherwise.
4.3 The Customer shall immediately notify RISB of any unauthorised use of its login details, passwords or accounts, or any other breach of security relating to the JaGaCount Solution.
5.1 The operation and availability of the systems used to access the JaGaCount Solution, including but not limited to computer networks and the Internet, may be unpredictable and may from time to time interfere with or prevent access to the JaGaCount Solution. RISB shall not be responsible or liable for any such interference or prevention of access or use.
5.2 RISB does not guarantee continuous, uninterrupted or error-free availability of the JaGaCount Solution. To the maximum extent permitted by law, RISB shall not be liable in any manner if the JaGaCount Solution is unavailable at any time or for any period, regardless of the reason.
5.3 If RISB is required to suspend or interrupt the JaGaCount Solution for maintenance, upgrades or other operational reasons, and such interruption is expected to exceed the usual duration of scheduled downtime, RISB will use reasonable endeavours to provide prior notice of such interruption via the Application and/or email.
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) where the Customer uses the JaGaCount Solution to access, process or store any information (whether the Customer’s own information or that of any third party), RISB shall assume that the Customer has obtained all necessary rights, licences, consents and/or permissions to do so, and the Customer shall be fully responsible and liable for its actions or omissions (including any breach of this Agreement);
(c) the provision of, access to, and use of the JaGaCount Solution is made available strictly on an “as is, where is” basis and at the Customer’s sole risk;
(d) RISB is not the Customer’s accountant, auditor, tax agent or financial advisor, and the use of the JaGaCount Solution shall not be relied upon as a substitute for professional accounting, auditing, tax or financial advice. The Customer is solely responsible for seeking advice from qualified third-party professionals on all accounting, financial, tax or related matters; and
(e) it is the Customer’s sole responsibility to determine that the JaGaCount Solution is fit for the Customer’s needs and intended purposes.
7.1 RISB makes no warranty in respect of the JaGaCount Solution and does not warrant that the JaGaCount Solution will be error-free, uninterrupted, timely, reliable, entirely secure, virus-free, or fit for any particular purpose or requirement, except as expressly stated in this Agreement.
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, tort or otherwise, for any incidental, special, indirect, exemplary, consequential or punitive damages, including but not limited to any loss of profits, revenue, goodwill, anticipated savings, or business opportunities, arising out of or in connection with the use of, inability to use, or reliance on the JaGaCount Solution.
7.3 RISB does not guarantee, and expressly disclaims any liability for, the accuracy, integrity, reliability, completeness or currency of any data or information inputted into, processed by, or generated from, the JaGaCount Solution. The Customer is solely responsible for verifying and maintaining the accuracy and integrity of such data.
7.4 RISB does not warrant or guarantee that there will be no loss, corruption or unauthorised access of data, and this Agreement expressly excludes any liability for any such loss, corruption or unauthorised access, however caused.
7.5 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 paid by the Customer to RISB for the one (1) month immediately preceding the event giving rise to the claim.
SECTION C – JAGASOLUTION RENT-TO-OWN PROGRAM
This Section governs the additional terms and conditions applicable to JaGaSolution Rent-to-Own Program (“JaGaSolution Rent-to-Own Program”), as may be subscribed by the Customer under the Service Form. JaGaSolution Rent-to-Own Program introduced by RISB allows Customers to subscribe to the use of the necessary JaGaCard Hardware and JaGaCard Software systems on a rent-to-own basis.
1.1 Section A of this Agreement shall continue to have full force and effect and shall survive the provisions of this Section C.
1.2 Section A shall at all material times remain applicable and binding on all Subscribers, notwithstanding whether they subscribe to the JaGaSolution Rent-to-Own Program pursuant to this Section C.
1.3 In the absence of any express terms under this Section C, the corresponding provisions of Section A (if any) shall apply with the necessary modifications.
1.4 In the event of any inconsistency, these terms shall prevail over the other provisions of this Agreement to the extent relating to the JaGaSolution Rent-to-Own Program.
1.5 “JaGaCard Hardware” in this Section C shall mean hardware including but not limited to the set of ANPR, Facial Recognition and QR Code Reader devices, equipment and related physical components provided by RISB under the JaGaSolution Rent-to-Own Program, including but not limited to cameras, sensors, processors, and accessories necessary for the operation of the system, as specified in the Service Form.
1.6 “JaGaCard Software” in this Section C shall mean all software, firmware, applications and related intellectual properties embedded in, or required for the operation of the JaGaCard Hardware. For the avoidance of doubt, JaGaCard Software is and shall remain at all times the exclusive properties of RISB or its licensors.
1.7 Applicability of Section C. This Section C applies only where the Customer subscribes to the JaGaSolution Rent-to-Own Program as indicated in the Service Form. Where the Customer purchases the JaGaCard Hardware outright or elects to use its own compatible hardware, such arrangements shall not be subject to this Section C, and the Customer’s use of the JaGaSolution Software shall instead be governed solely by the general provisions of Section A (including subscription terms applicable to software).
(e) Rental Arrangement with Ownership Option. The Customer acknowledges and agrees that the JaGaSolution Rent-to-Own Program constitutes a rental arrangement of the JaGaCard Hardware with an option for transfer of ownership of the JaGaCard Hardware upon completion of the Lock-In Period, and does not constitute a financing, credit, moneylending, hire-purchase or leasing facility under any applicable laws. For the avoidance of doubt, nothing in this Agreement shall be construed as creating any relationship of lender and borrower between RISB and the Customer.
3.1 Lock-In Restriction. Without prejudice to Section A Clause 16.1, the Customer acknowledges and agrees that the JaGaSolution Rent-to-Own Program is subject to a mandatory minimum commitment period as specified in the Service Form (“Lock-In Period”), during which the Customer shall not terminate or cancel the JaGaSolution Rent-to-Own Program save as expressly permitted under this Agreement.
3.2 Initial Term = Lock-In Period. Where the Customer subscribes to JaGaSolution Rent-to-Own Program, the “Initial Term” referred to in Section A Clause 16 shall be deemed to mean the Lock-In Period as specified in the Service Form. The Lock-In Period shall run concurrently with the subscription of JaGaApp and/or any other JaGa Products subscribed together with the JaGaSolution Rent-to-Own Program.
3.3 Early Termination of JaGaSolution Rent-to-Own Program. If the Customer terminates the JaGaSolution Rent-to-Own Program before expiry of the Lock-In Period, the Customer shall immediately pay to RISB all remaining instalments and Charges that would have been payable for the balance of the Lock-In Period, in addition to all accrued but unpaid instalments up to the effective date of termination. RISB shall be immediately entitled to repossess the JaGaCard Hardware and all accumulated credits (if any) shall be automatically forfeited without refund, such costs and expenses to be borne by the Customer. Where applicable, the Customer shall reimburse or pay to RISB any repossession costs incurred during the process of repossessing the JaGaCard Hardware and any costs incurred for the recovery of the outstanding instalment and Charges due to RISB under this Agreement including but not limited to legal fees on solicitor and client basis. For the avoidance of doubt, the repossession, removal or recovery of the JaGaCard Hardware by RISB pursuant to this Agreement shall be without prejudice to RISB’s rights to recover from the Customer all unpaid instalments, outstanding Charges and any other amounts due under this Agreement. The Customer shall remain liable for any loss of or damage to the JaGaCard Hardware discovered upon or after repossession, fair wear and tear excepted, and shall indemnify RISB for the costs of repair, refurbishment or replacement of the JaGaCard Hardware to restore it to serviceable condition.
3.4 Completion of Lock-In Period. Upon the Customer’s due performance of all obligations and payment of all instalments and Charges for the duration of the Lock-In Period:
(a) legal and beneficial ownership of the JaGaCard Hardware shall automatically be transferred to the Customer without further consideration; and
(b) the JaGaApp and/or other subscribed Products shall continue in accordance with Section A Clauses 15 and 16, provided that the Charges upon any Renewal Term shall exclude the rental component of the JaGaCard Hardware and will be adjusted accordingly.
3.5 Termination by RISB. RISB may terminate the JaGaSolution Rent-to-Own Program immediately by notice if the Customer defaults in payment, breaches any obligation under this Section C, or suffers an insolvency event. Upon such termination, RISB may repossess the JaGaCard Hardware, and all accumulated credits (if any) shall be immediately forfeited without refund, such costs and expenses to be borne by the Customer.
3.6 Other Termination Rights. Termination rights for breach, insolvency, and force majeure under Section A Clauses 16.5–16.9 shall apply mutatis mutandis to the JaGaSolution Rent-to-Own Program.
4.1 Delivery and Installation. Any intended delivery and/or installation date and address of the Premises provided by the Customer shall be subject to RISB’s availability upon execution of the Service Form. The Customer shall be responsible for obtaining all necessary consents, licences and approvals required for the delivery and installation of the JaGaCard Hardware at the Premises. Upon delivery and/or installation, risk of loss, theft and/or damage to the JaGaCard Hardware shall pass to the Customer.
4.2 Acceptance. The Customer shall, within seven (7) days from the date of delivery and installation of the JaGaCard Hardware at the Premises, provide written notice to RISB confirming that it is satisfied with the installation, testing, delivery and commissioning. In the absence of such written notice, the JaGaCard Hardware shall be deemed to have been satisfactorily delivered, installed and handed over to the Customer, and the Customer shall be deemed to have waived any right to dispute the original condition or functionality of the JaGaCard Hardware thereafter.
4.3 Relocation and Reinstallation. Subject always to RISB’s prior written approval and to the Customer’s payment of all applicable additional charges, the Customer may request in writing for the relocation or reinstallation of the JaGaCard Hardware at another address. RISB reserves the right to decline any such request if it falls outside RISB’s scope of coverage or if relocation/reinstallation is deemed impossible, impracticable or unsuitable by RISB.
4.4 Enhancements. During the Lock-In Period, RISB may from time to time introduce or propose enhancements, upgrades or additional services in connection with the JaGaCard Hardware to improve or extend its functionality. Any and all costs, fees and expenses relating to such enhancements, upgrades or additional services shall be fully borne by the Customer.
5.1 JaGaCard Hardware during Lock-In Period. Legal and beneficial ownership of the JaGaCard Hardware, including all intellectual property rights therein, shall remain vested in RISB at all times throughout the Lock-In Period. For the avoidance of doubt, and notwithstanding anything to the contrary under the National Land Code 1965, the Parties agree that the JaGaCard Hardware shall not form part of the Premises nor be affixed to the Premises in such a manner as to constitute a fixture or to become part of the Premises or the land on which the Premises is located.
5.2 Transfer of JaGaCard Hardware Ownership. Full legal and beneficial ownership of the JaGaCard Hardware shall be transferred to the Customer only upon:
(a) the Customer’s full and final payment of all instalments for the Lock-In Period as set out in the Service Form; and
(b) settlement of any other outstanding charges payable by the Customer under this Agreement.
5.3 JaGaCard Software Ownership. Notwithstanding the transfer of ownership of the JaGaCard Hardware, all JaGaCard Software, firmware, applications, source code, object code and related intellectual property rights shall remain the exclusive property of RISB or its licensors at all times. The Customer acquires no title or proprietary rights in the JaGaCard Software.
5.4 JaGaCard Software License. The Customer is granted a limited, revocable, non-exclusive, non-transferable licence to use the JaGaCard Software solely for the operation of the JaGaCard Hardware at the Premises, subject to this Agreement. Unless otherwise agreed in writing by RISB, such licence shall automatically terminate upon termination of this Agreement or as otherwise specified in this Agreement.
6.1 Lock-In Period Maintenance. During the Lock-In Period, RISB may at its discretion engage or appoint third-party contractors, service providers or agents to carry out inspection, servicing, maintenance, repair or replacement of the JaGaCard Hardware.
6.2 Customer’s Obligations. During the Lock-In Period, the Customer shall:
(a) promptly notify RISB of any malfunction, defect or damage to the JaGaCard Hardware;
(b) provide RISB and/or its authorised third-party service providers with reasonable access to the Premises for the purpose of inspection, servicing, maintenance, repair or replacement of the JaGaCard Hardware;
(c) ensure that the JaGaCard Hardware is operated strictly in accordance with RISB’s manuals, guidelines and instructions; and
(d) bear all costs and expenses for any maintenance, repair or technical services required whether due to misuse, negligence, wilful damage, unauthorised modification, relocation without RISB’s prior consent, or any other cause not attributable to normal wear and tear.
6.3 Scheduled Maintenance. RISB and/or its authorised third-party contractors may, by giving prior notice, carry out scheduled maintenance on the JaGaCard Hardware and may temporarily suspend its operation for such period as reasonably necessary to perform the works.
6.4 Replacement and Spare Parts. All parts removed or replaced during maintenance or repair shall remain or become the property of RISB. Any replacement parts provided shall be new or equivalent to new in performance and functionality, and shall continue to form part of the JaGaCard Hardware subject to Section C Clause 5 (Ownership of JaGaCard Hardware and Software).
6.5 Charges. Unless expressly set out in the Service Form or otherwise agreed in writing by RISB, all costs and expenses relating to maintenance, repair, replacement parts or technical services shall be borne by the Customer.
6.6 Post-Transfer Maintenance. Upon transfer of ownership of the JaGaCard Hardware to the Customer pursuant to Section C Clause 5.2, RISB shall have no further obligation to coordinate or provide maintenance or technical services, save where the Customer separately engages RISB under a new service agreement.
6.7 Disclaimer. The Customer acknowledges that the JaGaCard Hardware relies on hardware, software, connectivity and third-party infrastructure, and RISB does not warrant or guarantee uninterrupted availability, error-free operation, or 100% accuracy in recognition, detection or recording of number plates or access events. To the fullest extent permitted by law, RISB shall not be liable for any losses, damages or claims arising from interruptions, downtime, misreads, inaccuracies or failures of the JaGaCard Hardware.
7.1 Ownership of Data. All data collected through the JaGaCard Hardware, including but not limited to vehicle plate numbers, entry and exit timestamps, and user access records (“Data”), shall constitute “Community Data” within the meaning of this Agreement, and shall be owned by the Customer, subject always to applicable data protection laws and RISB’s Privacy Policy.
7.2 Customer as Data Controller. The Customer shall be deemed the “data user” or “data controller” (as defined under the Personal Data Protection Act 2010 and equivalent laws) in respect of all Data and shall ensure that such data is lawfully collected, handled, stored, used, disclosed and retained in compliance with all applicable data protection laws. RISB shall bear no responsibility or liability whatsoever for any loss, misuse, unlawful disclosure, unauthorised access, or non-compliance by the Customer or its authorised personnel in respect of Data. The Customer agrees to fully indemnify, defend and hold harmless RISB, its directors, employees and agents from and against any and all claims, losses, liabilities, penalties, damages or expenses (including legal fees) arising out of or in connection with any breach by the Customer of this Clause or any applicable data protection laws.
7.3 RISB’s Access to Data. RISB may access, use or process Data strictly for the limited purposes of providing technical support, maintenance (where subscribed), system performance analysis, or compliance with any applicable legal or regulatory obligations. Any such access shall be subject to RISB’s Privacy Policy and safeguarded by appropriate confidentiality and security measures.
7.4 JaGaCard Software and Intellectual Property Rights. Notwithstanding the transfer of ownership of the JaGaCard Hardware to the Customer upon completion of the Lock-In Period, all software, firmware, applications and related intellectual property embedded in or required for the operation of the JaGaCard Hardware (“JaGaCard Software”) shall remain the sole properties of RISB or its licensors. In such situations, the Customer shall acquire ownership of the JaGaCard Hardware only, and is granted a limited, revocable, non-exclusive and non-transferable licence to use the JaGaCard Software solely for the operation of the JaGaCard Hardware at the Premises in accordance with this Agreement. Such licence shall not be construed as a transfer of any intellectual property rights and shall be revoked by RISB upon termination of this Agreement or as otherwise specified in this Agreement.
8.1 As-Is Basis. The JaGaCard Hardware are provided on an “as is” basis. RISB makes no representations, warranties or guarantees of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for purpose, uninterrupted operation, accuracy or error-free performance. The Customer agrees to bear all risks associated with the use of the JaGaCard Hardware and/or any ancillary goods, products or services provided by third-party contractors or service providers engaged by RISB, and shall have no recourse against RISB in respect thereof.
8.2 Exclusion of Liability. Without limiting the generality of Section C Clause 8.1, RISB shall not be responsible or liable for any damage, malfunction, fault or loss to the JaGaCard Hardware caused by:
(a) vandalism, theft, wilful damage or unauthorised tampering;
(b) acts of negligence, misuse, or failure to follow instructions by the Customer, its agents, residents, Users, or any third parties;
(c) exposure to environmental hazards, acts of God, or failure of infrastructure at the Premises, including but not limited to unstable power supply, poor network connectivity, or unsuitable site conditions; or
(d) any modification, relocation, reinstallation, repair or servicing of the JaGaCard Hardware not carried out by or with the prior written approval of RISB.
8.3 Customer’s Safeguard. The Customer shall be solely responsible for all consequences, losses, costs, expenses and liabilities arising from any of the events listed in Section C Clause 8.2. Any repair, replacement, restoration or servicing required as a result thereof shall be at the Customer’s sole costs and expenses. The Customer shall also implement and maintain reasonable measures to safeguard the JaGaCard Hardware at the Premises, including access control, secure mounting, environmental protection, and prompt reporting of incidents to RISB.
8.4 Limitation of Liability. The Customer agrees that RISB, its directors, partners, principals, agents, sub-contractors and employees shall not be liable for any actions, damages, claims, liabilities, costs, expenses, or losses arising out of or relating to the JaGaSolution Rent-to-Own Program, except to the extent resulting from RISB’s breach of this Agreement or its intentional, deliberate or negligent misconduct, wilful default or omission. Subject to the foregoing, in no event shall RISB, its directors, partners, principals, agents, sub-contractors or employees be liable for any consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, loss of profits, data or opportunity costs), even if advised of the possibility of such damages.
Last Updated: 9th October 2025
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