AUTOCOUNT PAYROLL END USER subscription AGREEMENT


IMPORTANT - please read the terms and conditions in this agreement carefully before subscribing to or using AutoCount Payroll services. If you do not accept the terms of this agreement, please do not install, access, or use Autocount Payroll services.


This AutoCount Payroll End User Subscription Agreement (this "Agreement") is a legal agreement between Auto Count Sdn. Bhd. (“AUTOCOUNT”), and you, or any person that you are authorised to represent. This Agreement governs the use of AutoCount Payroll Services provided through AutoCount Cloud Payroll online software application and website operated by AUTOCOUNT (hereinafter as “Services”). The Services shall not be accessed, installed or used unless you agree to subscribe and comply with the full terms and conditions of this Agreement. This Agreement also limits and/or excludes warranties and remedies regarding the Service, exempts AUTOCOUNT from liability or limits its liability, and contains other important provisions that you should read carefully.


By ticking the box “I agree with AutoCount Payroll’s Terms of Service & Privacy Policy” during registration or by using the Services (or any part of the Services), you accept the terms of this Agreement without limitation or qualification; you acknowledge that you are bound by this Agreement; and if you are an individual representing a company or other persons, then you represent and warrant that you have the legal authority to this Agreement on behalf of the company or other persons you represent or on whose behalf you are accessing and using the Service.



DEFINITIONS


In this Agreement, the following expressions shall have the meanings assigned to them below. Other terms are defined elsewhere in this Agreement and those terms, when used with initial capital letters, will also have the defined meanings whenever they appear in this Agreement.














INTERPRETATIONS


In this Agreement:-


  1. headings have been inserted for convenience and as a guide to the provisions of this Agreement and shall be ignored in the interpretation and construction of any of the provisions contained herein;


  1. words importing the singular include the plural and vice-versa;



  1. words of the masculine gender include the feminine and neuter genders;



  1. the terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to this entire Agreement and not any particular clause, or any other subdivision of this Agreement;



  1. the word “include” or “including” shall be deemed to be followed with “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;



  1. references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;



  1. references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms and conditions;



  1. a reference to a person includes any company or other body corporate, partnership, joint venture, association, and any governmental agency;


  1. words denoting an obligation on a Party to do any act matter or things include an obligation to procure that it is done and words placing a Party under a restriction include an obligation not to permit infringement of the restriction;



  1. no rule of construction shall apply to the detriment of any Party due to that Party having control and/or was responsible for the preparation of this Agreement or any part thereof; and



  1. whenever this Agreement refers to number of days, such reference shall be to calendar days unless Business Days (i.e. any day on which AUTOCOUNT is open for transaction of business, except Saturdays, Sundays and public holidays) are specified.



SUBSCRIPTION LICENCE, GRANTS AND RESTRICTIONS

It is your responsibility to review the details of the Subscription that you purchase. Some Subscriptions may provide access to only one service whereas others may provide access to more than one services.


The Services is protected by copyright, trade secret, and other intellectual property laws international treaties. You are only granted certain limited rights to install, access, and/or use the Services, and AUTOCOUNT reserves all other rights, title and interest in the Services not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, AUTOCOUNT grants you a personal, limited, non-exclusive, non-transferable, revocable license to install, access and use the Services only for the period of use provided during registration, as set forth in this Agreement, or in accordance with AUTOCOUNT’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by AUTOCOUNT for the Services.


You shall not:


  1. alter, enhance, merge, modify, adapt or translate the Services (e.g. the Software and website);


  1. create derivative works based upon the Software, or any part thereof, or separate the Software into component parts;



  1. decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover, by any means whatsoever, any source code, underlying ideas, algorithms or file formats or programming or interoperability interfaces of the Software or of any files contained or generated using the Software, or otherwise reduce the Software to a human-perceivable form;



  1. remove or alter any product identification, trademark, copyright, confidentiality, proprietary or other notices contained in or within the Services;



  1. disclose to any third party any performance information or analysis (including, without limitation, benchmarks) of the Services and Software except as otherwise expressly contemplated herein (provided that nothing contained in this Agreement shall prevent you from using any of the data produced by the Software for your own business purposes);



  1. enable use of the Services and Software by duplication through virtualization or comparable technology in a manner that would exceed the number of subscriber(s) subscribed by you;



  1. work around any technical limitations in the Services or use any tool to enable features or functionalities that are otherwise disabled in the Services;



  1. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by AUTOCOUNT’s other subscribers, or impose an unreasonable or disproportionately large load on AUTOCOUNT Software's infrastructure;



  1. undermine the security or integrity of our computing systems or networks;



  1. access any system without permission;



  1. register or attempt to register, whether directly or indirectly, any trademarks, trade names, logotypes or other symbols of AUTOCOUNT, or any confusingly similar marks, names or symbols, nor any internet domain names containing any such trademarks, trade names or symbols;



  1. resell, lease or provide the Services in any way not expressly permitted by AUTOCOUNT;



  1. repackage, resell, or sublicense any leads or data accessed through the Services;



  1. commit fraud or other illegal acts through the Services;


  1. act in a manner that is abusive or disrespectful to our employee in any situation including interaction with our support staff; and


  1. use the Services for any purpose or in any manner not expressly permitted in this Agreement.


If you fail to comply with any term and condition of this Agreement, AUTOCOUNT has the right to immediately terminate your Subscription without any notice (with all other rights of both parties and all other provisions of this Agreement surviving any such termination, subject to the further provisions of this Agreement).


Nothing contained in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between AUTOCOUNT and you, or between AUTOCOUNT and your Authorised User.



YOUR ACCOUNT


By using the Services, you acknowledge and accept that you are solely responsible for:


  1. the access and use of the Services;


  1. the access and use of the Services by your Authorised Users;


  1. maintaining the confidentiality of your log-in information, credentials and passwords associated with your account, and the privacy and security of your account;


  1. maintaining the confidentiality of the log-in information, credentials and passwords associated with the account of your Authorised User, and the privacy and security of your Authorised User’s account;



  1. providing AUTOCOUNT with current, complete and accurate registration information (“Registration Data”) at the time of registration;



  1. updating the Registration data to ensure that such data is current, complete and accurate;


  1. furnishing AUTOCOUNT any relevant information or data required for the maintenance of the Services, any troubleshoots, bug fixes or other important or critical patches;


  1. completeness and accuracy of the Payroll Information



  1. any monies you transact which are processed through your payment gateways, your merchant account providers or any payment processors that you utilize in connection with the Services; and


  1. all activities within your account regardless of whether the activities are undertaken by you, your Authorised Users, your employees or a third party (including your contractors or agents).


You will designate and authorise one or more individual Authorised Users of the Services to access the Services as “Payroll Administrator(s)”. Depending on the permitted access level, the Payroll Administrator(s) will have the authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator(s) will approve and submit Payroll Information thereby authorizing the Services to create and transmit the necessary forms and files to process your payroll and statutory body transactions.


You shall notify AUTOCOUNT immediately of any unauthorised access or use of your account, login information, credentials or passwords, or any unauthorised activity in your account, in a manner that allows us to have reasonable time to act on that information. You acknowledge that failure to immediately notify AUTOCOUNT on such matters could result in unauthorised access to Confidential Information of you and your employees.


AUTOCOUNT may at its sole discretion, suspend or cancel the Subscription for the Services or terminate this Agreement without any notice if we suspect your account has been used for any unauthorised activity. You agree to cooperate with AUTOCOUNT in any investigation into suspected unauthorised activity. You also agree to comply with all the applicable laws, rules and regulations in connection with tour use of the Service, including data protection, privacy, data transmission and export control laws, rules and regulations.


You authorise AUTOCOUNT to verify your Registration Data and to process your data as required for your use and access of the Service.


You agree that the provision of an email or password as determined by you, your Payroll Administrator and/or any other Authorised Users, will have the same effect as providing a written signature authorizing electronic payments, submissions and other actions in the use of the Services.



PAYROLL INFORMATION


AUTOCOUNT will notify you via electronic communication or by other means when all data necessary to begin the Services has been received and the onboarding process has been completed. You shall then, prior to submitting your first payroll, review the completeness and accuracy of the Payroll Information. You must rectify any incorrect or missing Payroll Information yourself or by notifying AUTOCOUNT in the manner specified in the electronic communication and within the time period specified therein.


You are fully responsible for the accuracy of all the information that you provide, submit and/or approve. AUTOCOUNT is not responsible for verifying the accuracy of any data you have provide or directly input via the Services or any other method.


You agree that by submitting each payroll (including the first payroll): -


  1. you have approved and confirmed all Payroll Information; and



  1. you have waived and released any claim against AUTOCOUNT arising out of any errors in the Payroll Information.


AUTOCOUNT may permit (but shall not be obligated to permit), your Payroll Administrator or any other authorised representative to communicate with AUTOCOUNT via email or other means. You acknowledge that any Payroll Information, entries or other instructions communicated to AUTOCOUNT will be deemed to have been fully authorised by you. You shall be fully responsible for the accuracy of such information, including any penalties incurred as a result of any inaccuracies.



INTELLECTUAL PROPERTY RIGHTS


AUTOCOUNT owns all right, title and interest, including all related intellectual property or other proprietary rights such as inventions, patents, copyrights, designs, trademarks, service marks, semiconductor or circuit layout right, trade, business or company name, indication of source or appellation of origin, trade secrets, ideas, concepts, methods, algorithms, know-how, techniques, database rights and actual property rights, whether registered or not registered (collectively “Intellectual Property Rights”), in or relating to the Services or any part thereof. Other than the rights expressly granted to You under this Agreement. Neither you nor your Authorised Users acquire any rights in or related to the Services any part thereof,


AUTOCOUNT may at its sole discretion, suspend or cancel the Subscription for the Services or terminate this Agreement without any notice if you infringe or there is reasonable suspicion that you have infringed AUTOCOUNT’s Intellectual Property Rights.

Our Services may incorporate technical and other protective measures designed to prevent unauthorised and/or illegal use. You agree to the incorporation of any such measures in the Services. You shall immediately notify AUTOCOUNT in writing forthwith of any and all circumstances arising to your attention which may constitute an infringement of any of the Intellectual Property Rights in connection therewith by any unauthorised person with a view to restraining or preventing such infringement. You agree that nothing in this Agreement shall adversely affect any rights and recourse to any remedies, including without limitation, to injunctive relief, that AUTOCOUNT may have under any applicable laws relating to the protection of AUTOCOUNT's Intellectual Property Rights arising out of any use of the Services.


CONFIDENTIALITY


AUTOCOUNT will hold in strict confidence all data furnished by you or produced by the Services under this Agreement. Nevertheless, AUTOCOUNT will not be held liable if such data is released through other sources, or such parties release the data because of a reasonable belief that you have consented to such disclosure.


You agree that the Services, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the documentation (collectively the “Confidential Information”) are trade secrets of AUTOCOUNT and are owned by AUTOCOUNT or, where applicable, its third-party licensors. You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that you exercise in preserving the secrecy of your most-valuable information, but in no event less than reasonable diligence.


You agree to: (i) only disclose Confidential Information to your employees and agents to the extent required to use the Services under the terms of this Agreement and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of AUTOCOUNT, (ii) use the Confidential Information solely for your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information, and (iii) bind your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such confidential information, and not use or disclose such information except as permitted under this Agreement. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by AUTOCOUNT or, its third-party licensors.


You acknowledge that the value of the Confidential Information is such that an award of damages or an account of profits may not adequately compensate us in the event of a breach of this confidentiality duty by you. You agree that, without in any way compromising our right to seek damages or any other form of relief in the event of a breach of this confidentiality duty by you, we may seek and obtain an ex-parte interlocutory or final injunction to prohibit or restrain you, your Authorised User, employees, agents, contractors or representatives from any breach or threatened breach of this clause.


Data use and privacy

AUTOCOUNT uses Personal Data to provide you with the Services. Our Privacy Notice is an important part of these terms and describes in more detail how we deal with Personal Data.  You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. This means that Intuit may use your data to improve the Software or to design promotions and to develop new products or services. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law. By installing, accessing or using the Services (or any part of the Services) you agree to our collection, use and/or processing of your Personal Data.


If you provide us with personal information about someone else (e.g. your employees or customers), you are responsible for ensuring that you comply with any obligation and consent obligations under applicable data protection laws in relation to such disclosure. In so far as required by applicable data protection laws, you must ensure that you have provided the required notices and have obtained the individual’s explicit consent or otherwise have a legal basis to provide us with the information and that you explain to them how we collect, use, disclose and retain their personal information or direct them to read our Privacy Notice.

You allow AUTOCOUNT to combine identifiable and non-identifiable information that You or Your Authorised Users have entered or uploaded through the Services. AUTOCOUNT may use such information to improve the Services or to design promotions and provide ways for you to compare business practices with other users.

AUTOCOUNT shall retain financial record and data (including Personal Data) that are recorded or processed by the Services in order to comply with any legal, statutory, regulatory and/or contractual obligations. Such financial record and data will be kept for as long as required by any legal, statutory, regulatory and/or contractual obligations.



LIMITED WARRANTIES AND DISCLAIMERS


The Services is provided on an “as-is” and “as-available” basis by AUTOCOUNT to you. Your use of the Services and content accessible through the Services and our website is entirely at your own risk. AUTOCOUNT disclaims all representations and warranties, whether express, implied or otherwise, including but not limited to, any warranties of merchantability, a course of dealing, usage or trade practice, fitness for a particular purpose, data loss, non-interference, the accuracy, reliability, quality or content in or linked to the Services. There is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement with regard to the Services. AUTOCOUNT expressly disclaims any representations or warranties that your use of the Services will satisfy any statutory, regulatory or other legal obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws, rules or regulations.


AUTOCOUNT does not warrant or represent that the Services is secure or free from bugs, viruses, interruption, errors, theft, destruction, threat of hackers, other program limitations, or that the Services will meet your requirements.


AUTOCOUNT is not responsible for any alteration, compromise, corruption or loss of your data, or any activity that arises from any access to, sharing or use of your account, log-in information, credentials or passwords, or your activities, except to the extent caused by any breach of this Agreement.


No oral or written information or advice given by AUTOCOUNT shall create a warranty or in any way increase the scope of any warranty provided herein. The Services and any related content are designed to operate and provide information with the express understanding that AUTOCOUNT is not engaged in rendering legal, accounting or other professional service or services. If legal advice or other expert assistance is required, the service of a competent professional should be sought.


In order to use the Services, you must submit accurate salary/wage and Payroll Information during the onboarding process. AUTOCOUNT will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information which you have supplied. The Payroll Information must be reconciled with your employee’s previous payslips or previous Payroll Information for the current tax year. Thereafter, you shall timely and accurately update all wage and Payroll Information as necessary to reflect changes with additional information requested from time to time by the Services. It is your responsibility to submit complete and accurate information and to remit the fees due in connection with the Services. Any penalty incurred due to late remission of payment or inaccurate information provided by you will be your sole responsibility.


The entire risk of the quality of the Product or arising out of use or performance of the Services, if any, remains solely with you.



EXCLUSIONS AND LIMITATION OF LIABILITY


To the maximum extent permitted by applicable law, under no circumstances shall AUTOCOUNT be liable to you or to any other person or entity for any indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of, relate to, or are connected with (i) this Agreement; (ii) the use of or the inability to use the Services and any related applications including third party services; (iii) the use of any software related to AUTOCOUNT, (iv) viruses, spyware, service provider failures or internet access interruptions; (v) loss of use, loss of data, error, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorised access; or (vi) any information, document, materials, tools, utilities, product or data that relating to the use of the Services, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if we have been advised of the possibility of such damages.


In any case, the total aggregate liability to you for all claims shall be limited to the total amount of Subscription Fee paid during the 12 months immediately preceding the date on which the claim arose.


AUTOCOUNT is not liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.



INDEMNIFICATION


You agree to defend, indemnify and hold harmless AUTOCOUNT and its directors, officers, employees, affiliates, sub-licensees, and agents from and against all claims, defence costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of (i) any negligent act, omission, or wilful misconduct by you, your Authorised User or on your behalf in the installation or use of the Services, (ii) your compliance or failure to comply with this Agreement, or (iii) the breach, infringement or violation of any third party’s right or (iv) the breach of any laws, rules or regulations.


If you are obligated to indemnify AUTOCOUNT, then we reserve the rights, in its sole and absolute discretion, to control the defence and disposition (including its possible settlement) of any claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any claim without the written consent of AUTOCOUNT. Your obligations under this indemnification clause will survive the termination or expiration of this Agreement.



HELP And SUPPORT


Our support service only covers technical issues or customer services relating directly to the operation of the Services. AUTOCOUNT will not provide you with generic consultation, assistance, or advice under any circumstances. If AUTOCOUNT determines that a material error in the Software exists and the error significantly impairs the usability and utility of the Services, we agree to use reasonable commercial efforts to correct or provide a usable work-around solution in an upcoming maintenance release or update, which is made available at certain times at our sole discretion.


If AUTOCOUNT, in its discretion, requests written verification of an error or malfunction discovered by you or requests supporting example files that exhibit the problem, you shall promptly provide such verification or files, by email setting forth in reasonable detail the aspects in which the Services fails to perform. You shall use reasonable efforts to cooperate in diagnosis or study of errors.


AUTOCOUNT may include error corrections in maintenance releases, updates or new major releases of the Software. AUTOCOUNT is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of the Services.



FEES AND PAYMENTS


You are required to pay monthly Subscription Fee to be eligible for the continued use of the Services. Failure to pay the monthly Subscription Fee will result in an automatic lock on the access and usage of the Services. Full service functionality will not be restored until you reactivate your account, which may require payment of the Subscription Fee owing to AUTOCOUNT and interest charges for the late payment.


All payments will be billed in Ringgit Malaysia (RM), and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services; and you may pay by a valid credit card or debit card acceptable to AUTOCOUNT; an electronic transfer of the payment due; or by other payment method recommended by AUTOCOUNT.

AUTOCOUNT reserves the right to adjust the Subscription Fee from time to time, at its sole discretion, which will be effective when posted on the Services or when you are notified by other means. AUTOCOUNT will try to, but is not obligated to, provide thirty (30) days prior notice for any changes in the Subscription Fee. If such changes are not acceptable, you may cancel the Services as provided herein prior to the time when it takes effect. Your continued use of the Services constitutes your agreement to those changes.


If your payment and registration information is not accurate, current and complete, and you do not notify AUTOCOUNT promptly when such information changes, AUTOCOUNT may suspend or terminate your account and refuse your use of the Services.


AUTOCOUNT will automatically renew your monthly Subscription at the end of each Subscription period, as required for you to maintain the access to the Services, unless your Subscription or this Agreement is cancelled or terminated. If you do not wish to renew the Subscription, you must inform AUTOCOUNT at least fourteen (14) days prior to the renewal date. Additional terms on cancellation, termination or renewal may be provided to you on the website for the subscribed Services. You are however, still required to pay any amount due and payable to AUTOCOUNT even though you have cancelled or terminated your Subscription under this Agreement.


If any amount payable by you is dishonoured or returned for whatsoever reason, including but not limited to, non-sufficient funds (NSF), account closed, inability to locate account, or reversal by you and/or your bank, AUTOCOUNT may:


  1. reverse any corresponding credit issued to you or any other party;



  1. apply any money currently held by AUTOCOUNT to any amount owed to AUTOCOUNT by you;


  1. initiate another debit in substitution for the dishonoured debit until the debit is honoured and to initiate separate debits to cover any NSF fee or dishonoured payment fees;


  1. charge you a one-time NSF penalty fee for each occurrence;


  1. report this information to any and all credit agencies, financial institutions and/or statutory bodies; or


  1. immediately terminate this Agreement.


AUTOCOUNT may assess and collect interest at the rate of one and a half percent (1.5%) per month, which is equivalent to 18% per annum, on any amount due and payable but remaining unpaid by you calculated on a day to day basis until the date of full payment.


TERM AND TERMINATION


This Agreement shall commence on the date you subscribe for the Services and shall continue until your Subscription under this Agreement is cancelled or terminated, whichever is earlier.


Your rights under this Agreement may be terminated or suspended by AUTOCOUNT at any time for any reason by giving fourteen (14) days written notice to you. Your rights under this Agreement may also be terminated or suspended by AUTOCOUNT immediately and without notice if:


  1. you default in payment of the Subscription;



  1. you fail to comply with any terms and conditions of this Agreement; or


  1. you no longer consent to receiving electronic communications.


Additionally, AUTOCOUNT reserves the right to delete all your information and account data stored on AUTOCOUNT Software’s servers if your Subscription has been terminated or if you have not renewed a Subscription for the Services.


AUTOCOUNT reserves the right to terminate any free account at any time.


You may cancel or terminate your Subscription under this Agreement at any time for any reason by giving fourteen (14) days written notice to AUTOCOUNT. Upon cancellation or termination of your Subscription under this Agreement for any reason, all your rights under this Agreement shall be terminated and you must immediately cease using the Services. You will not have access to any data contained within your Account after the cancellation or termination of your Subscription under this Agreement.


Any cancellation or termination of your Subscription under this Agreement shall not affect AUTOCOUNT’s rights hereinunder and shall not relieve you of your obligations to make all accrued payments through the date of cancellation or termination, or relieve you from any liability on account of a breach of this Agreement arising prior to or following the effective date of cancellation or termination. Further, you agree that upon cancellation or termination of your Subscription under this Agreement, AUTOCOUNT shall not be liable to you or any third party for any termination of your access to the Services or deletion of your information and account data.



ANTI-BRIBERY AND CORRUPTION


The Parties hereby agree as follows:


  1. Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the Malaysian Anti-Corruption Commission Act 2009, as amended from time to time (the “Relevant Requirements”);



  1. Not to engage in any conduct which would constitute an offence under any of the Relevant Requirements;


  1. Not to do, or omit to do, any act that may lead the other party to be in breach of any Relevant Requirements;


  1. Promptly report to the other party any request or demand for any undue financial or other advantage received by it relating to this Agreement; and


  1. Have and maintain in place during the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.



WAIVER

No provision in this Agreement shall be deemed waived unless such waiver is made in writing and signed by a duly authorized representative AUTOCOUNT. Any failure nor any delay by AUTOCOUNT in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.



THIRD PARTY PRODUCTS, SERVICES, CONTENT AND INFORMATION


The Services may contain or may contain links to third party information, websites, products, services or resources that are not owned or controlled by AUTOCOUNT. AUTOCOUNT provides these links merely as a convenience and the inclusion of such links does not imply an endorsement representation or warranty by AUTOCOUNT of any such third party information, websites, products, services or resources.


If you access or use such third party content through the Services, you do so at your own risk. AUTOCOUNT is not responsible for third party content accessible through the website, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content and that AUTOCOUNT is not responsible for any loss or damage of any sort you may incur from dealing with any such third party.


The Software may include a community forum or other social features to exchange content and information with other users of the Services and the public. AUTUCOUNT does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which AUTOCOUNT is not responsible.



AUDIT RIGHTS


AUTOCOUNT may at any time conduct, or appoint an external auditor to audit your compliance with the terms and conditions of this Agreement (“Audit”). AUTOCOUNT shall provide you with a fourteen (14) days advanced written notice of such Audit, except where the Audit is conducted electronically.


In connection with the Audit, you shall grant reasonable assistance and cooperation and such access to premises, systems and materials as necessary to determine your compliance with this Agreement.


Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing the audit functionality of the Software, designed to enable AUTOCOUNT to automatically monitor that the use of the Services complies with the terms and conditions of the Subscription, and to detect and notify AUTOCOUNT of installations and use of unsubscribed or otherwise infringing copies of the Software. You expressly agree and consent to such monitoring and reporting to AUTOCOUNT.


If the Audit results determine that you are not in compliance with the terms and conditions of the Subscription, you shall immediately remedy such non-compliance, without prejudice to any rights or remedies that may be available to the AUTOCOUNT, and compensate AUTOCOUNT for reasonable costs of the Audit.




NOTICES


Any notice or other document to be given under this Agreement shall be in writing and may be sent by email to support@autocountsoft.com. AUTOCOUNT may communicate with you via email at the email address associated with your account, or through the Services (e.g., through pop-ups), or AUTOCOUNT’s blog or website regarding your account, system updates or other matters related to the Services and your account.



ENTIRE AGREEMENT


This Agreement (including the documents referred to herein) constitutes the entire agreement between AUTOCOUNT and you. This Agreement and shall not be affected by and shall override and supersede any and all prior agreements, terms, conditions, obligations, correspondence of any nature, promises, representations, understanding or implications whether oral or written, expressed or implied.



MODIFICATION


AUTOCOUNT reserves the right to fully or partially modify, suspend or discontinue, at any time and from time to time, temporarily or permanently, any of the Services with or without notice to you. You agree that AUTOCOUNT will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Services for any reason.


AUTOCOUNT reserves the right to change the terms and conditions of this Agreement at any time, which will be effective when posted on the website or when you are notified by other means. AUTOCOUNT will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change. If you do not wish to be bound by such change, you may discontinue using and terminate the Services before the change becomes effective. Your continued use of the Services (or any part of the Services) after the change becomes effective indicates your agreement to the change.



INVALIDITY AND SEVERABILITY


If one or more of the provisions of this Agreement is invalid, illegal or unenforceable in any respect under any applicable law or decision, the validity, legality or enforceability of the remaining provisions contained in this Agreement will not be affected or impaired in any way. You will, in any such event and where legally possible, execute such additional document(s) as the other party may reasonably request in order to give valid, legal and enforceable effect to any provision which is determined to be invalid, illegal or unenforceable provided that such new provisions fulfil the intentions of the parties as expressed by the provision determined to be invalid, illegal and unenforceable and which new provisions have the closest economic effect to such provisions determined to be invalid, illegal and unenforceable.



GOVERNING LAW


Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of Malaysia.



DISPUTE RESOLUTION


In the event of any dispute arising from this Agreement, and such dispute cannot be resolved amicably, such dispute is to be finally settled by arbitration in accordance to the Rules of the Asian International Arbitration Centre (“AIAC”) (formerly known as Kuala Lumpur Regional Centre for Arbitration) for the time being in force, which rules are deemed to be incorporated by reference into this clause.


It is agreed that:


(a) the dispute is to be resolved by one (1) arbitrator whose appointment shall be mutually agreed upon by both parties. The appointment of the arbitrator shall be made within thirty (30) days of the referral of the dispute to arbitration. If the parties cannot mutually agree on the appointment of an arbitrator, the parties agree for the AIAC to appoint an arbitrator;


(b) the venue for arbitration shall be the AIAC and proceedings shall be conducted in the English language;


(c) the arbitrator shall be entitled to decide on which party should bear the cost of the arbitration; and


(d) the decision of the arbitrator shall be final and binding on both parties.



CONTACT

If you have any questions concerning to the terms and conditions of this Agreement, you may contact us at:


Auto Count Sdn Bhd

Co. Reg. 200601031841 (751600-A)

B2-3A-01, Level 3A, Block B2

Meritus @ Oasis Corporate Park

No. 2, Jalan PJU 1A/2, Ara Damansara

47301 Petaling Jaya, Selangor

Tel: +603-3000 3000

Fax: +603-7621 0911

E-mail: support@autocountsoft.com