01About these Terms
1.1These Terms and Conditions apply to the website at matrixapex.com.my and to every software product and related service that Matrix Apex Sdn. Bhd. sells or provides, including MyDandang and MySiaga, and any product we add later. Together these are the "Products".
1.2"Matrix Apex", "we", "us" and "our" mean Matrix Apex Sdn. Bhd. "Customer" and "you" mean the company or organisation that subscribes to a Product, and, for the website clauses, any person who visits the website.
1.3Each Product has its own Product Terms and Privacy Notice, published on that Product's own website or inside the Product. Product Terms describe how that Product works, what it records and who may use it. These Terms set the commercial and legal framework that every Product shares. Where Product Terms deal with a matter specifically, they take precedence for that Product.
1.4These Terms, the applicable Product Terms and Privacy Notice, the Matrix Apex Refund Policy, the Quotation, and any Data Processing Agreement signed between us together form the "Agreement".
02Definitions
- "Quotation"
- means the quotation or invoice we issue naming the Customer, the Product, the Plan, the Fees and the Subscription Term.
- "Plan"
- means a subscription tier for a Product with a stated scope, such as a number of user seats, and an annual fee.
- "Fees"
- means the amounts payable under a Quotation.
- "Subscription Term"
- means the twelve-month period subscribed and each renewal period.
- "Authorised User"
- means a person the Customer allows to use a Product under the Customer's account.
- "Customer Data"
- means everything the Customer and its Authorised Users enter into or upload to a Product and everything a Product derives from it for the Customer.
- "Personal Data"
- has the meaning in the Personal Data Protection Act 2010.
- "Business Day"
- means a day other than Saturday, Sunday or a public holiday in Kuala Lumpur.
03Use of the website
3.1The website describes our company and Products. Its content is for general information and may change without notice. It is not an offer capable of acceptance; an Agreement is formed only as set out in clause 4.
3.2The website, its text, images, designs, logos and the names Matrix Apex, MyDandang and MySiaga are owned by Matrix Apex or its licensors. You may view and print pages for your own evaluation of our Products. You may not copy, republish or use them for any other purpose without our written consent.
3.3You must not attempt to gain unauthorised access to the website or its hosting, introduce malicious code, scrape it by automated means, or use it unlawfully.
3.4The website may link to third-party sites, including our payment provider. We are not responsible for their content or practices.
04How we sell and how the Agreement is formed
4.1Our Products are sold to businesses and organisations for use by their personnel. We do not sell to individuals for personal use.
4.2A Customer requests a Product by contacting us. We issue a Quotation. The Agreement is formed, and these Terms bind the Customer, at the earliest of: the Customer confirming the Quotation in writing; the Customer or anyone on its behalf paying the first invoice; or the Customer's first administrator accepting the invitation to the Product.
4.3The person who confirms a Quotation or accepts the first invitation confirms that they are authorised to bind the Customer. Authorised Users must be at least 18 years old.
4.4Under the Electronic Commerce Act 2006, acceptance given electronically, including by payment or by use of a Product, is valid and binding.
05Subscriptions and Plans
5.1Every Product is licensed by annual subscription. There is no free trial unless a Quotation says otherwise.
5.2A Plan's scope, for example the number of user seats, is stated on the Product's website or in the Quotation. A Product will enforce its Plan limits, for instance by refusing a new user invitation while all seats are in use. The Customer may stay within the limit or upgrade.
5.3A Customer needing more than the published Plans offer may be quoted a tailored Plan.
5.4Access is granted to the Customer's account only, for use by its own Authorised Users, for the Customer's own internal operations. The Customer is responsible for everything done under its account and must keep its administrator and billing contact details current.
06Fees, tax, invoices and payment
6.1Fees are in Malaysian Ringgit and exclude Service Tax. Where Matrix Apex is registered for Service Tax, the applicable rate is added and shown on the invoice.
6.2Fees are payable annually in advance for each Subscription Term.
6.3Invoices are issued electronically, each with a unique sequential number. A quotation with a matching number is available for the Customer's purchase-order process. A paid invoice serves as the receipt.
6.4Payment is made online through the secure payment page of our payment provider, currently Razorpay Curlec, by card, FPX online banking or e-wallet, using the payment link shown in the Product's billing page or in the invoice. The link may be forwarded to whoever pays the Customer's bills; no login is needed to pay. Card and bank details are entered on the payment provider's page and never reach Matrix Apex.
6.5A payment link is valid for 45 days from issue. If it expires unpaid, we may void the invoice and issue a replacement with a new due date.
6.6Other payment methods, including bank transfer, are accepted only where agreed with us in writing before payment. A payment is recorded only when confirmed by the payment provider.
6.7A Quotation states one of two activation modes. Activation on payment: the account is limited to its billing and account pages until the first invoice is paid, and the Subscription Term starts on the day payment is confirmed. Activation on invoice, for example against a purchase order: the Product is available at once and the first invoice is due 30 days after issue.
6.8Fees do not include the Customer's own devices, internet access, printing, or its bank's or payment provider's charges.
07Renewal, changes of Plan and price
7.1The initial Subscription Term is twelve months. The subscription renews for further twelve-month terms unless cancelled under clause 9 before the current term ends.
7.2Renewal is by invoice, not by automatic debit. We issue the renewal invoice about 30 days before the term ends, due on the last day of the term. Paying early does not shorten the term.
7.3The Customer may upgrade to a larger Plan at any time while its subscription is active. The upgrade charge is the difference between the two annual Fees, pro-rated for the days left in the current term, shown before the upgrade is confirmed. The larger scope applies when the upgrade invoice is paid. The term end date does not change.
7.4A move to a smaller Plan takes effect at the next renewal, on request made before the renewal invoice is issued. No refund or credit is given for the remainder of the current term.
7.5We may change the Fees of a Plan. A change applies to a Customer only from its next renewal and is shown on the renewal invoice.
08Late payment and suspension
8.1An invoice is overdue if unpaid by its due date. From then the Product shows a payment notice to the Customer's users and otherwise continues to work.
8.2If an invoice remains unpaid 14 days after its due date, the account is suspended. While suspended, the Product is read-only: existing records and reports can be viewed and downloaded, but nothing can be added or changed. This applies to any unpaid invoice, including an upgrade invoice the Customer requested; a Customer that no longer wants an upgrade should tell us so the invoice can be voided.
8.3Access is restored automatically, without charge, when the outstanding invoice is paid. Days lost to suspension are not added to the term.
8.4We may also suspend a Product, with as much notice as is reasonable, where we reasonably believe the Customer or an Authorised User is in material breach of clause 12, or where suspension is needed to protect the Product, our infrastructure or other customers.
09Cancellation and termination
9.1The Customer may cancel a subscription with effect from the end of the current Subscription Term by written notice before the renewal invoice is due. There is no cancellation part-way through a term except under clauses 9.3 and 9.4 and the Refund Policy.
9.2We may terminate the Agreement on written notice if the Customer commits a material breach not remedied within 30 days of notice, becomes insolvent, or leaves an invoice unpaid 60 days after its due date.
9.3Either party may terminate if the other commits a material breach that cannot be remedied.
9.4We may discontinue a Product on at least 90 days' written notice. The Customer then receives a pro-rated refund of Fees paid for the unused part of the current term.
9.5On expiry or termination the account becomes read-only. The Customer may request an export of its Customer Data within 30 days. We then delete Customer Data from the live Product within 60 days and from backups within 90 days as backups expire, unless the law requires otherwise. We keep account, quotation, invoice and payment records for at least seven years as the law requires.
9.6Termination does not affect Fees already due, or the clauses that by their nature survive, including clauses 10, 11, 13, 14, 15, 16 and 17.
10Customer Data and Personal Data
10.1The Customer owns its Customer Data. We claim no ownership of it, do not use it for our own marketing and do not sell it.
10.2The Customer grants us a non-exclusive licence to host, copy, process, back up, transmit and display Customer Data solely to provide, secure, support and improve the Product for the Customer and to comply with the law.
10.3The Customer is responsible for the accuracy and lawfulness of its Customer Data and for having the right to upload it.
10.4Both parties comply with the Personal Data Protection Act 2010. For account, billing, support and security records, Matrix Apex is the data controller and processes that Personal Data as described in the relevant Privacy Notice. For Personal Data inside Customer Data, the Customer is the data controller and Matrix Apex is the data processor, acting only on the Customer's documented instructions. The Customer warrants that it has informed its personnel, as the law requires, of how a Product uses their Personal Data, as described in that Product's Privacy Notice.
10.5Our Products are hosted in Malaysia. We use the sub-processors listed in each Product's Privacy Notice and will inform the Customer of material changes as described there. We will inform the Customer without undue delay if we become aware of a personal data breach affecting its Customer Data.
10.6Each Product lets users download their reports at any time. On written request we will provide a copy of the Customer's Customer Data in a commonly used electronic format within 14 Business Days, during the Agreement and for 30 days after it ends. We may charge a reasonable fee for more than one export in any twelve-month period.
10.7We take daily backups of our Products. Backups protect against loss of the Product as a whole; they are not an archive for the Customer, who should keep the records it must retain independently.
11What our Products are, and are not
11.1Our Products are record-keeping and workflow tools that help businesses run their operations and evidence their compliance. They are not approved, certified or endorsed by the Department of Occupational Safety and Health or any other authority, and we make no such claim.
11.2The Customer remains solely responsible for the safe conduct of its operations, for the competence and licensing of its personnel, for every inspection, certificate, permit and duty the law imposes on it, and for the accuracy of every entry made in a Product. Warnings, reminders and reports in a Product are aids, not a substitute for the Customer's own obligations.
11.3Documents a Product generates are our own designs, laid out to be easy for the Customer's inspectors and auditors to read. They are not official forms. Nothing in a Product is engineering, legal or safety advice.
12Acceptable use
The Customer and its Authorised Users must not:
- use a Product for any purpose other than the Customer's own operations;
- upload unlawful, infringing or malicious content;
- attempt to access another customer's data or any part of a Product not intended for them;
- probe or test the security of a Product without our written consent;
- interfere with a Product or its infrastructure;
- extract data by automated means except through features we provide;
- copy, modify, reverse engineer or create derivative works of a Product; or
- resell, sublicense or provide a Product to any third party.
We may remove content that breaches this clause and will tell the Customer when we do, unless the law prevents it.
13Availability and support
13.1We use commercially reasonable efforts to keep our Products available at all times but do not guarantee uninterrupted or error-free operation. Products depend on the Customer's internet access and devices and on the payment provider, which we do not control.
13.2We may take a Product down for maintenance, where practicable outside Malaysian working hours and with advance notice.
13.3Support is provided by email and WhatsApp at the contacts in clause 20, during [Monday to Friday, 9:00 to 18:00 Malaysia time, excluding public holidays in Kuala Lumpur]. We aim to acknowledge requests within one Business Day. Support covers use of the Product, not the Customer's devices, network or operations.
14Intellectual property and confidentiality
14.1Matrix Apex and its licensors own each Product, including its software, designs, document templates, names and logos. The Customer receives only the limited right to use the Product under the Agreement for the Subscription Term. Suggestions the Customer gives us may be used without obligation or payment.
14.2Each party keeps the other's non-public information confidential, uses it only for the Agreement, and discloses it only to personnel and advisers who need it and are bound by confidentiality, or where the law requires. Customer Data is the Customer's confidential information. Pricing in a Quotation is confidential between the parties. This does not cover information that is public through no fault of the receiving party, that it already held, or that it independently developed.
15Warranties and disclaimers
15.1We warrant that we will provide each Product with reasonable skill and care and substantially as described in the Agreement and the Product's own documentation.
15.2The Customer warrants that it has authority to enter into the Agreement, that its use will comply with the law, and that it holds the rights described in clause 10.
15.3Except as expressly stated, and to the fullest extent the law allows, our Products are provided as is and we exclude all other warranties and conditions, express or implied, including any implied term of fitness for a particular purpose. We do not warrant that a Product will meet any regulatory requirement applicable to the Customer.
16Limitation of liability
16.1Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, for breach of clause 14.2, or for any liability that cannot be limited under Malaysian law.
16.2Subject to 16.1, neither party is liable to the other for loss of profit, revenue, business, anticipated savings or goodwill, or for any indirect or consequential loss.
16.3Subject to 16.1 and 16.2, our total liability arising out of or in connection with the Agreement in any twelve-month period is limited to the Fees paid or payable by the Customer under the Agreement for that period.
16.4We are not liable for loss arising from the Customer's failure to keep credentials or devices secure, from inaccurate entries in a Product, from the Customer's failure to download or retain records it must keep, or from reliance on a Product in place of the Customer's own statutory duties.
17Indemnities
17.1The Customer will indemnify us against third-party claims, and the reasonable costs of dealing with them, arising from Customer Data, from breach of clauses 10.4 or 12, or from use of a Product in breach of the law.
17.2We will indemnify the Customer against third-party claims that a Product, used as permitted, infringes that party's intellectual property rights in Malaysia. We may procure the right to continue use, modify the Product so it no longer infringes, or terminate the Agreement and refund Fees for the unused part of the term.
17.3The indemnified party must notify the other promptly, allow it to control the defence and settlement, and give reasonable assistance.
18Changes to Products and to these Terms
18.1We improve our Products continuously and may add, change or remove features, provided a Product's core function as described in its Product Terms is not materially reduced during a paid term.
18.2We may amend these Terms. Amendments are published at matrixapex.com.my/terms with a new version and effective date and notified at least 30 days in advance by notice in the Product or by email to the Customer's administrator or billing contact. Continued use after the effective date is acceptance. A Customer that does not accept an amendment may cancel under clause 9.1 with effect from the end of the current term. Amendments required by law or by the payment provider may take effect on shorter notice.
19Force majeure, notices and general
19.1Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of telecommunications, power or hosting infrastructure, acts of government, epidemic, flood, fire or industrial action, provided it notifies the other and takes reasonable steps to resume. Payment obligations are not excused.
19.2Notices to the Customer go by email to its administrator or billing contact, or by notice in the Product, and are treated as received on the next Business Day. Notices to us go by email to matrix@matrixapex.com.my or by post to 11A, Jalan Puchong Permai 2, Taman Puchong Permai, 47100 Puchong, Selangor. WhatsApp is a support channel, not a channel for legal notices.
19.3The Customer may not assign the Agreement without our written consent. We may assign it to a successor to our business on notice and may use subcontractors as stated in the Privacy Notices. The Agreement is the entire agreement on its subject matter. If any part is held invalid the rest continues. A delay in enforcing a right is not a waiver. The parties are independent contractors. Where the Customer is a consumer under the Consumer Protection Act 1999, nothing in these Terms limits rights that Act gives and that cannot be excluded.
20Governing law, disputes and contact
20.1The Agreement is governed by the laws of Malaysia. The parties will try to settle any dispute by discussion between senior representatives within 30 days of written notice. Failing that, the courts of Malaysia sitting in [Kuala Lumpur] have exclusive jurisdiction.
20.2Contact: Matrix Apex Sdn. Bhd., 11A, Jalan Puchong Permai 2, Taman Puchong Permai, 47100 Puchong, Selangor; email matrix@matrixapex.com.my; Contact +60 3-5892 6806.
21Language and order of precedence
21.1These Terms are issued in English and Bahasa Malaysia with the same meaning. If they differ, the English version prevails.
21.2If documents forming the Agreement conflict, the order of precedence is: a signed Data Processing Agreement on Personal Data matters; then the Quotation on commercial matters; then the applicable Product Terms on how that Product works; then these Terms; then the Refund Policy; then the Privacy Notices.