LAST UPDATED: 31st January 2020
1.1.2 This Agreement, together with any amendments, order forms, and any additional agreements is a legally binding contract that is entered into by the person or entity (“you”, “your”, or “user”) who registers with CTS to have access to and use of websites, services, products (collectively, "CARAT") and web applications (collectively, “iCARAT”). These Terms of Service apply to all visitors, users and others who access or use iCARAT.
1.1.3 The Agreement is effective as of the date of the email sent to you by us expressly confirming acceptance of your registration or the date you accept the Agreement as part of our online subscription process.
1.1.4 Please read this Agreement carefully.
1.2 Acceptance of Terms of Service
1.2.1 By registering with us or accessing or using iCARAT in any way made available by CTS, you, are indicating your acceptance of this Agreement and your agreement to abide by the Terms of Service and all other rules, policies and procedures that are published on the website.
1.2.2 If you are entering into this Agreement on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorised to do so.
1.2.3 If you do not agree with (or cannot comply with) the Agreement, then you may not access or use iCARAT.
1.3 Modifications to Terms of Service
1.3.1 We reserve the right, at our sole discretion, to make modifications to any portion of the Agreement in whole or in part, at any time without giving you prior notice. Your use of the Services following any such modification constitutes your acceptance to be bound by the Agreement as modified.
1.3.2 You agree that we shall not be liable to you or to any third party for any modifications to the Terms of Service. If you do not wish to continue using iCARAT under the new version of the Agreement, you may choose to terminate the Agreement.
1.4.1 The information, material and content provided in the pages of iCARAT (the “Information”) is believed to be reliable when posted, but there is no guarantee that it is accurate, complete or current at all times.
2. SERVICES (“iCARAT”)
2.1 Usage and Provision of iCARAT
2.1.1 You may access and use iCARAT only in compliance with these Terms of Service and in accordance with the instructions that we provide. You must use iCARAT in a lawful manner and you must adhere to all applicable laws, rules and regulations.
2.1.2 We may suspend or stop providing iCARAT to you if you do not comply with our terms and conditions and if your actions constitute in any way to be unauthorised, fraudulent, or illegal.
2.1.3 You are responsible for all activities that occur under your Account, regardless of whether the activities are undertaken by you, your employees or a third party and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible to you or any third party for unauthorised access to and use of your Account.
2.1.4 You shall not:
a. modify, translate, or create derivative works based on iCARAT;
b. create any link to iCARAT or copy any content contained therein;
c. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas of iCARAT;
d. access iCARAT to build a competitive product or service, or copy any features, functions or graphics of iCARAT; or
e. perform any action that would interfere with the normal operations of iCARAT or affect the use of iCARAT by our other users.
2.2 Registration and Security
2.2.1 To access and use iCARAT, you must register and create an iCARAT User account (the “Account”). The registration formality requires you to provide current, complete and accurate details about you that we require. You agree to keep the information in your Account updated.
2.2.2 As part of the registration process, you will be requested to identify a username and password that will be used to set up the Account. You must ensure that the username and password required to access and use iCARAT are kept secure and confidential. You must immediately notify CTS of any unauthorised use of your username or password or any other breach of security.
2.2.3 You acknowledge that we may use the details submitted by you to verify any other information you provide to us. You acknowledge and consent to our personnel logging in to iCARAT under your Account in order to maintain or improve iCARAT or to provide assistance with technical or billing issues.
2.3 Free Trial
2.3.1 We may make all or part of iCARAT available to you on a trial basis free of charge (the “Free Trial”). The Free Trial shall begin when you submit a registration for the same to us, and shall terminate on the earlier of:
a. the Free Trial expiration date as specified by us upon receiving your registration;
b. the date you purchase a paid subscription under this Agreement.
2.3.2 NOTWITHSTANDING CLAUSE 5, ACCESS TO iCARAT IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL.
2.4.1 CTS shall make iCARAT available to you pursuant to this Agreement during the Term (the “Subscription”).
2.5 Fees and Payments
2.5.1 The pricing information and payment rates (the “Fees”) that you are obligated to pay are set forth on the website. The Fees paid are non-refundable.
2.5.2 Unless otherwise provided for, paid subscriptions will be billed in advance on a monthly or annual basis.
2.6.1 We will provide support via email or ‘live-chat” in connection with a paid subscription using iCARAT subject to the conditions and procedures.
2.7 Changes to iCARAT
2.7.1 We may continue to revise or modify iCARAT over time as more features are introduced. We may stop, suspend, or modify iCARAT at any time without prior notice to you. We may also remove any content (including your Client Data) from iCARAT at our sole discretion. We also may impose restrictions on the usage for iCARAT (in case of security issues or if we reasonably suspect misuse of iCARAT) as we, in our sole discretion, determine to be applicable and appropriate.
3. PROPRIETARY RIGHTS
3.1 Intellectual Property
3.1.1 All intellectual property rights in iCARAT and all intellectual property rights relating to the provision of support are owned or licensed by us. Except for the subscription granted hereunder, nothing in this Agreement gives you any right, title or interest to iCARAT or related support.
3.1.2 We grant you a non-exclusive and non-transferable licence to electronically access and use iCARAT only in the manner described in this Agreement.
3.1.3 Your comments or suggestions about improvements to iCARAT or any other component of our products or services (“Feedback”), provided to us are without any restrictions on our use of it. You also agree that we have no fiduciary or any other obligation to you in connection with any Feedback you submit to us, and that we are free to use your Feedback without any compensation to you.
4. TERM AND TERMINATION
4.1 Term and Termination
4.1.1 The Agreement is effective upon the date you first access or use iCARAT and it will continue to apply to you until terminated by either you or us.
4.1.2 We may terminate the Agreement or suspend your access to and use of iCARAT without liability at any time, including in the event of:
a. your actual or suspected unauthorised or prohibited use of iCARAT;
b. failure to comply with the provisions of the Agreement;
c. any requirement by law or a regulatory or government body;
d. protecting our network or our other users.
4.1.3 We may terminate the Agreement with immediate effect if you:
a. are unable to pay your debts; or
b. enter into compulsory or voluntary liquidation; or
c. have a receiver or manager or an administrator appointed.
4.1.4 Nothing under this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to protect any of our proprietary interests. Except as otherwise provided in these Terms of Service, all remedies are cumulative and in addition to (not in lieu of) any other remedies available is to at law or equity.
4.2 Effects of Termination
4.2.1 You acknowledge and agree that the perpetual licence granted by you in relation to Client Data, including feedback, is irrevocable and will therefore continue after expiry or termination of the Agreement for any reason.
4.2.2 If you or CTS terminate the Agreement, or if we suspend your access to iCARAT, you agree that we shall have no liability or responsibility to you and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
4.2.3 Clauses of the Agreement, either explicitly or by their nature, must remain in effect even after termination of the Agreements.
5. WARRANTIES AND DISCLAIMERS
5.1.1 iCARAT IS PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CTS, ITS AGENTS, AFFILIATES, LICENSORS, NOR SUPPLIERS, MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. CTS MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN, OR FROM, AN iCARAT USER ACCOUNT.
5.1.2 We are not responsible for the accuracy, completeness, appropriateness, or legality of details, or any other information posted by a user.
5.1.3 We are not responsible for any harm to your computer system, loss or corruption of Client Data, or other harm that results from your access to or use of iCARAT.
5.1.4 We warrant that the performance relating to iCARAT will be carried out in a competent and workmanlike manner and in accordance with applicable industry standards for similar types of services.
5.2.1 We disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law, including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the services chosen.
5.2.2 We do not warrant that iCARAT will meet your requirements or that the operation of iCARAT will be uninterrupted, error-free or completely secure. Further, we do not warrant that all errors in iCARAT can or will be corrected.
5.2.3 You acknowledge that there are risks inherent in the connectivity involving the Internet that could result in the loss of your privacy and Client Data. We will not be responsible for any loss of or change in Client Data or inability to perform certain tasks resulting from your decision to downgrade your Subscription.
6. LIMITATION OF LIABILITY
6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CTS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT CTS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.1 To the fullest extent allowed by applicable law, you agree to indemnify and hold CTS, its affiliates, officers, agents, employees, suppliers, licensors and partners harmless from and against any and all claims, liabilities, damages (“Claim”) (actual and consequential), losses and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third party claims that result from:
a. Your breach of any provision of this Agreement;
b. Your use of iCARAT;
c. Negligent or wilful misconduct of your employees, contractors, or agents; or
d. Contractual or other relationships between you and your customers.
7.2 In the event of such a Claim, we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
8.1 In using iCARAT, you provide us with information, files, and folders that you submit to us (together, “Client Data”). You, and not us, are responsible for maintaining and protecting all of your Client Data. We will not be liable for any loss or corruption of your Client Data, or for any costs or expenses associated with backing up or restoring any of your Client Data.
8.2 You retain full ownership of your Client Data, but you hereby grant us a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute any and all Client Data in connection with providing iCARAT to you and other users.
8.3 This license also includes the right to modify or adapt your Client Data in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Client Data to conform and adapt that Client Data to any requirements or limitations of any networks, devices, services or media. You also extend these rights to the third party service providers with whom we work to provide iCARAT.
8.4 All Client Data in or on iCARAT, whether publicly posted or privately transmitted by users, is the sole responsibility of the person who originated such Client Data. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Client Data or communications posted or endorse any opinions expressed. If you use or rely on any Client Data or materials posted via iCARAT or obtained by you through iCARAT, it is at your own risk. Under no circumstances will we be liable in any way for any Client Data, or any loss or damage of any kind incurred as a result of the use of any Client Data in iCARAT.
8.5 We may use your name and logo on our website for the purpose of marketing iCARAT.
9. THIRD PARTY LINKS
9.1 We may reference or provide access to third-party services, products, and promotions that utilise, integrate, or provide ancillary services to iCARAT (“Third-Party Links”). These Third-Party Links are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Links for you.
9.2 Your access and usage of any Third-Party Links will be based on your own evaluation and at your own risk. You understand that your use of any Third-Party Links is not governed by this Agreement. If you decide to use a Third-Party Link, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use.
10. GENERAL PROVISIONS
10.1 Entire Agreement and Severability
10.1.1 These Terms of Service will constitute the entire agreement between CTS and you with respect to the subject matter contemplated herein, and supersede all oral statements and prior writings with respect to the subject matter contemplated herein.
10.1.2 If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms of service shall otherwise remain in effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under these Terms of Service. Nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claiming to have waived.
10.1.3 This Agreement represents the complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter covered by this Agreement.
10.2.1 We may provide notifications electronically, whether these are required by law or are for marketing or other business related purposes, to you via email, or through posting of such notice on our website, as determined by us in our sole discretion.
10.2.2 You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
10.3.1 All Clauses of the Agreement which by their nature should survive termination of any agreement between you and us, will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.
10.4.1 The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
10.5 Data Protection
10.5.1 CTS and user agree to comply with our respective obligations under the Malaysian Data Protection Act 2010 (the “Act”) as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of iCARAT.
10.5.2 Specifically, but without limitation, you must comply with the Act as it relates to personal data that you store or transfer using your system.
10.6 Force Majeure
10.6.1 Neither we nor you will be in breach of the Agreement if the failure to perform the obligation is caused by a condition that was beyond the party’s reasonable control, such as, natural disaster or significant Internet disturbance, or other events of a type for which precautions are not generally taken in the industry.
10.7.1 Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. The relationship between the parties is that of independent contractors.
10.8 Governing Law
10.8.1 The Agreement will be governed and construed in accordance with the substantive laws of Malaysia as applied to agreements entered into and to be performed entirely within Malaysia, without regard to its conflicts of law principles that would require application of law of a different jurisdiction.
10.9 Dispute Resolution
10.9.1 All disputes, controversies or differences (“Dispute”) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of the Kuala Lumpur Regional Centre For Arbitration (“KLRCA”) for the time being in force.
10.9.2 The language of the arbitration shall be English.
10.9.3 The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. The prevailing party will be entitled to recover its attorneys’ fees and costs in connection with such an action.
10.10 Contact Details
10.10.1 If you have any enquiries, concerns or comments that relate to our Agreement, please contact us at firstname.lastname@example.org.
a. “Affiliate” means a subsidiary or holding company of CTS either party to this Agreement and any subsidiary of such holding company (where “holding company” and “subsidiary” have the meanings set out in the Malaysian Companies Act).
b. “Client Data” means all information, data and other content provided by Customer in connection with its authorized use of the Service, including, without limitation, all data and information transmitted to the Service.
c. “Documentation” means the then-current technical and functional information regarding the Services that is provided by CTS to users in electronic or other form.
d. “Fees” means the subscription fees and any other amounts due to CTS and payable by you under this Agreement.
e. “Order Form” means an order form referencing this Agreement that has been mutually agreed to and executed by the parties.
f. “Services” means the professional services provided to you by CTS pursuant to this Agreement.
g. “Term” means the period of effectiveness of this Agreement as specified in Clause 4.1 above.