TERMS OF SERVICE

Welcome to the SMART SD. Please read these Terms of Service carefully, by accessing and login to the SMART SD website and/or the mobile apps, you agree to be bound by these terms and conditions. If you do not accept these terms and conditions, please immediately discontinue your access to the website, mobile apps and/or use of the services thereof. These Terms govern your use and access of the Platform (defined below) as a user and is agreed between you (“End User”, “you”, "your") and the SMART SD Platform entity applicable to you (individually, together, and collectively referred to in this Terms as “SMART SD”, “STRATEQ”, “we”, “us”, “our”) based on the country in which you register and/or elect to use a Service on the date you accessing and login to the website or click the “I Accept” button or any other similar button to complete your online sign-up or acceptance process to become a user on the Platform (“Effective Date”).

The "Services" we provide or make available include (a) the Site, (b) the services provided by the Site and by SMART SD client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available or uploaded through the Site or its related services ("Content"). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by SMART SD.

BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT [ SMART SD LOGIN PAGE AND USER PROFILE PAGE ] IS INCORPORATED BY REFERENCE.

We have the right to revise these Terms of Service from time to time with or without notice to you. Your continued use of the Services, this Platform, or your registration of an Account shall be deemed irrevocable acceptance of these Terms of Service and any such revisions.

GENERAL TERMS AND CONDITIONS

THE FOLLOWING GENERAL TERMS AND CONDITIONS APPLY TO YOUR ACCESS AND THE USE OF “SMART SD” PORTAL AND THE SERVICES PROVIDED HEREIN BY STRATEQ SYSTEMS SDN BHD (“STRATEQ”). BY ACCESSING THIS PORTAL AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS WITHOUT LIMITATION.

1. DEFINITIONS

1.1. The following words shall have the meanings assigned to them, unless the context otherwise requires:-

‘SMART Service Desk (“SMART SD”)’ means the hosted SMART SD software to be used by Registered User and licensed by STRATEQ pursuant to this general terms and condition.

‘Confidential Information’ means all confidential information and data disclosed or made available for use by either party to the other in writing, electronically or orally pursuant to the provision of the Services which shall include without limitation; the terms of the Contract, charges and fees, information relating to the configuration and specification of STRATEQ’s computer system, technology (including any specification or configuration relating to the Registered User’s computer system as specified by STRATEQ), any documentation relating thereto required for the use or delivery of the Services, details of any transactions and such other information provided by the Registered User or STRATEQ.

‘Content’ means information and materials provided by Registered Users to STRATEQ for publication at the Portal in connection with the provision of the Services.

‘Contract’ means the contract between STRATEQ and Registered User incorporating these general terms and conditions, attached schedules, and the instructions issued by STRATEQ and any other terms relating to the use of the Services as posted, published or changed from time to time with or without notice by STRATEQ at its absolute discretion at the Portal which terms shall be deemed to be incorporated herein. In the event that there is any conflict or ambiguity, these general terms and conditions shall be given priority over the schedules.

‘Portal’ means the site or web application owned and operated by STRATEQ accessible at the following uniform resource locator (“url”) https://strateq.mysmartsd.com/ or such other url like https://{tenant name}.mysmartsd.com/ as may be substituted for it by STRATEQ’s prior notification to the Registered User.

‘Identification Code’ means the login names, the Registered User’s IDs, passwords and other identification codes issued by STRATEQ for use by the Registered User for the purpose of utilising the Services at the Portal.

‘Payment Provider’ means a bank, a financial institution, or other third party duly approved by STRATEQ and who has an arrangement with STRATEQ to provide the Registered User with assistance for payment of fees and amounts for the use of the Services.

‘Registered User’ means the entity (you, your) registered by STRATEQ to use the Services in the Platform, whether as System Admin, Service Desk User, Field Engineer, Dealer, Vendor, Supplier, Command Centre, Inventory User, Warehouse User, Knowledgebase Author, Approver, End User or other user role to be configured in the future.

‘Services’ means facilitating the services at the Portal or mobile application as “Software as a Service” and such other service to be provided by STRATEQ at the Platform from time to time.

‘Third Party Provider’ means a party other than STRATEQ duly authorized by STRATEQ whose systems or networks may be linked to or integrated with the Platform and/or whose services may be offered together or in conjunction with the Services, which includes without limitation an organizer of any on-line services or a party which performs other services.

‘STRATEQ Property’ means all equipment, software, materials and other property in which title to the same vests in STRATEQ including without limitation all printed, written and electronic Confidential Information disclosed by STRATEQ.

1.2. Headings are inserted for convenience only.

1.3. The singular noun includes the plural noun and vice versa.

1.4. References to Clauses shall mean the Clauses of these general terms and conditions.

2. CONTRACT TERM

The Contract shall commence on the date when user logs in for the first time or when user signs up, or when the platform has been provided (for multi-tenancy), or when the system has been setup and ready to “go live” (for single tenant) and shall continue thereafter unless terminated under Clause 9 below (“Termination”).

3. ROLE OF STRATEQ

3.1. The Registered User acknowledges that STRATEQ’s role is to provide the Services as “Software as a Service”. In operating the Portal and providing the Services, STRATEQ acts as the Platform provider may or may not be involved as a party to any services between any Registered Users.

3.2. STRATEQ shall at the sole discretion of STRATEQ provide all reasonably necessary information in regards to the Services.

4. PROVISION OF FACILITY

4.1. STRATEQ reserves the right, at its discretion, to:-

(a) temporarily suspend the usage of the Facility for purpose of repair, modification, maintenance or improvement of the Portal; (b) modify, delete or edit the Facility or part thereof, or to stop or suspend the same in respect of any Registered User; (c) reject, remove, relocate or block any material or content from the Portal or part thereof; (d) vary the technical specification and requirements (if any) of the Registered Users computer system required for the use of the Facility; (e) make any modification, change, addition to or replacement of any part of its software, equipment and the Facility at any time, as STRATEQ may deem reasonably necessary, provided such modification, change, addition or replacement does not materially alter the functional aspects of the Facility;

by giving such prior online or written notice as may be reasonable in the circumstances (if applicable) to the relevant Registered User and Registered Users shall not hold STRATEQ liable or responsible for any loss, damage or liability suffered as a result thereof.

4.2. STRATEQ endeavours to minimise disruptions to the Facility and to correct any fault or error as soon as reasonably practicable. All Registered Users agree that while STRATEQ will endeavour to meet any proposed date for the completion of the repair/rectification of the Facility, such date is to be treated as an estimate only and STRATEQ shall not be liable for any failure to restore the Facility by such date.

4.3 Training for Registered User shall be provided based on request at then current STRATEQ rates.

4.4 STRATEQ will not be responsible for any inaccessibility which results from (without limited to) :- (a) scheduled maintenance of the Facility for which Registered Users has been notified at least one business day prior to such maintenance; (b) failure of equipment, software or facilities not under the direct control of STRATEQ; (c) failure of communication or telephone access facility or other outside facility or equipment not the fault of STRATEQ; (d) third party not under STRATEQ’s control; (e) beyond the reasonable control of STRATEQ.

STRATEQ shall exercise commercially reasonably efforts to schedule maintenance outside of peak traffic periods. All Registered Users shall be solely responsible for maintaining adequate controls over all Registered Users’ Data transmissions and storage, for monitoring such transmissions and storage, and for bringing to STRATEQ’s attention any failure to access the Facilities within (5) days of inception of any such event. All Registered Users shall be solely responsible for setting applicable data processing and transmission parameters, for inspecting all data input and output for accuracy and completeness, and for having appropriate safeguards in place to identify data and processing errors.

5. IDENTIFICATION CODE

5.1. Upon acceptance of the application, STRATEQ shall provide the Registered User with the Identification Code to enable the Registered User to use the Facility. The Registered User hereby agrees to keep the Identification Code confidential and to notify STRATEQ immediately upon any knowledge or reason for suspecting that the confidentiality of the Identification Code has been compromised.

5.2. The Registered User shall be responsible for maintaining the use of its account and confidentiality of the Identification Code. Any and all information, data, instructions and/or other communications referable to the Registered User’s Identification Code shall be deemed to have been validly issued by the Registered User or with the Registered User’s authorisation and the Registered User acknowledges and agrees that it shall be bound by such communications whether or not actually issued or authorised by the Registered User.

6. DUTIES AND OBLIGATIONS OF REGISTERED USER

6.1. The Registered User agrees to comply with STRATEQ’s notices, guidelines, rules and instructions pertaining to the use of the Facility, including without limitation, any additional terms of use for new Facilities offered at the Portal from time to time.

6.2. The Registered User shall be responsible for the procurement, installation and/or maintenance (at its own cost and expense) of the software, hardware, equipment and/or telecommunication or Internet access facilities necessary to use the Facility, as required by STRATEQ from time to time and the Registered User accepts that such software, hardware, equipment and/or telecommunication or Internet access facilities are not included as part of the Facility. The list of minimum hardware and software requirements for the Facility may be revised from time to time by STRATEQ by posting such revised list at the Portal.

6.3. The Registered User warrants, covenants and undertakes with STRATEQ that all materials and information (including the Content, if any) transmitted by the Registered User to or through the Portal or provided to STRATEQ by Registered User:-

(a) are not misleading but are accurate and current;
(b) do not violate or breach any applicable laws;
(c) do not infringe the rights of any third party, whether by statute or at common law, including but not limited to any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(d) are not offensive, indecent or otherwise considered as pornographic;
(e) do not contain defamatory, illegal, libellous, unlawfully threatening or harassing matter; and
(f) are provided for the purpose intended and are not provided for speculative purposes in anticipation of demand or otherwise, and STRATEQ reserves the right to remove any information or materials which violates any of the above requirements or creates any actual or potential liability or causes to lose the facilities of internet facility providers or other vendors or without which removal, STRATEQ’s position may be potentially compromised or exposed in any way.

6.4. Registered User agrees and undertakes:-

(a) to honour all data that it enters into through the use of the Facility;
(b) not to obtain access to the Facility by any means other than the STRATEQ-approved interface provided to Registered User for accessing the Facility;
(c) not to use any software or material or transmit any information through the Portal which the Registered User knows or has reason to suspect contains any viruses or damaging components which may detrimentally interfere with the Facility and/or the operation of the Portal or otherwise corrupt the data at the Portal;
(d) not to do any act which may impose an unreasonably or disproportionately large load on the infrastructure or facilities or interfere with the proper working of the Portal whether by the use of any device or software;
(e) not to undermine the security or integrity of the computer systems or networks used by STRATEQ or that of other Registered Users and not gain or attempt to gain unauthorised access to such computer systems or networks.

6.5. Registered Users agree not to:
(a) use any software or material or transmit any information through the Portal which the Registered User knows or has reason to suspect contains a virus, bug, worm, Trojan Horse or other harmful item which may detrimentally interfere with the facility and/or the operation of the Portal or otherwise corrupt the data at the Portal and
(b) redeliver the Facility using “framing”, hyperlinks, or other technology without STRATEQ’s express written permission.
(c) create any hyperlink of any sort or manner to the Portal from any other website or use any material contained at the Portal on any other server without the prior written consent of STRATEQ.

7. CHARGES FOR FACILITY

7.1. In consideration of STRATEQ’s provision of the Facility, the Registered User shall pay STRATEQ all relevant charges for the Facility, in accordance with STRATEQ’s then current rates and fees when applicable. Registered User acknowledges that STRATEQ’s rates and fees payable for the provision of the Facility may from time to time be varied, at STRATEQ’s sole discretion, by giving 30 days online or written notice to the Registered User.

7.2. The payment procedures, payment due dates and calculation of all charges payable by the Registered User to STRATEQ for the use of the Facility shall be determined by STRATEQ and notified to the Registered User in writing (whether by electronic means or otherwise) provided that in the absence of any express practices and procedures, the renewal fees are payable annually in advance and all other charges shall be paid within 7 days from date of electronic invoice receipt from the STRATEQ Billing system. All payments shall be in Ringgit Malaysia.

This Contract will be automatically renewed on a yearly basis. Any renewal of this Contract will be subject to STRATEQ’s then current terms and conditions and renewal fees payable at the time of renewal. STRATEQ will invoice the Registered User for the annual fees charge on or about each anniversary of this Contract. The Registered User shall upon receipt of the said invoice: (a) within 7 days make payment to STRATEQ of the invoice sum or (b) within 30 days give a written notice to STRATEQ if the Registered User does not intend to renew this Contract.

7.3. Interest on overdue invoices shall accrue from due payment date until actual payment date at a rate of 1.5% per month after as well as before any judgment, subject to the maximum allowed under applicable laws.

7.4. All amounts payable under the Contract are exclusive of applicable taxes (including without any limitation goods and facilities tax, sales or services tax, GST, customs, duty, withholding, excise and any other tax) imposed by any relevant government authority, which shall be paid by the Registered User, in addition to the charges imposed by and payable to STRATEQ.

8. LICENSE GRANT AND RESTRICTION

8.1. Strateq grants Registered User a termed, non-exclusive, non-transferable and non-sublicenseable license to use the SMARTSD Software subject to the terms and conditions of this Agreement. Registered User shall not permit:

(a) use, copying, modification, resale, rental, lease, sublease, sublicense, or transfer of the Software, except as expressly provided in this Agreement;
(b) creation of any derivative works based on the Software;
(c) reverse engineering, disassembly, or decompiling of the Software;
(d) use of the Software in connection with a service bureau or like activity;
(e) use of the Software by any party other than Registered User.

8.2. All trademarks, service marks, and logos displayed in this Portal are the property of STRATEQ and /or their respective third-party proprietors as identified in the Portal. Unless the prior written consent of the STRATEQ or the relevant third party proprietor of any of the trademarks, service marks or logos appearing on the Portal has been obtained, no license or right is granted to any party accessing the Portal to use, download, reproduce, copy or modify such trademarks, services marks or logos.

9. TERMINATION

9.1. STRATEQ can terminate the Contract immediately by notice in writing to the Registered User, if Registered User:-

(a) breaches the Contract in any way and (provided such breach may be remedied) fails to remedy such breach within 14 days from STRATEQ’s request to remedy such breach; or
(b) has furnished any particulars or information to STRATEQ which is incorrect, false, misleading or contrary to the provisions herein; or
(c) is subject to bankruptcy or insolvency proceedings. “Bankruptcy or insolvency proceedings” means bankruptcy proceedings, winding-up proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, the levying of any execution, distress, or seizure, liquidation whether voluntarily or compulsorily (other than amalgamation or reconstruction) or having a receiver, administrator, judicial manager or similar officer appointed to manage its assets.

9.2. Either party may terminate the Contract at any time without cause by giving the other party 30 days prior written notice.

9.3. On termination, all charges paid in advance to STRATEQ shall be forfeited and all charges which were due prior to and up to termination shall immediately become payable to STRATEQ.

10. STRATEQ’S TERMINATION RIGHT

10.1. STRATEQ may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:

(a) you being in breach of any provision of these Terms and failing to remedy the same within 14 days from being so notified;
(b) you being in breach of any applicable laws or the Policies;
(c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;
(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;
(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
(f) you ceasing or threatening to cease to carry on business.

11. TERMINATION WITH NOTICE

Either Party may unilaterally terminate these Terms without cause by providing fourteen (14) days’ prior written notice to the other Party.

12. CONSEQUENCES OF TERMINATION

12.1. Termination of the Contract shall be without prejudice to the rights and liabilities of both parties accrued as at that date.

12.2. All STRATEQ Property in the possession of the Registered User shall be immediately returned to STRATEQ forthwith without demand, upon termination of the Contract.

13 WARRANTY DISCLAIMER AND LIMITATION ON LIABILITY

13.1. THE FACILITY IS DELIVERED ON “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. STRATEQ HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE CONCERNING THE FACILITY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STRATEQ DOES NOT WARRANT THAT THE FACILITY WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

13.2. The Registered User acknowledges that STRATEQ has no control over and does not monitor, censor, or control any activity, content or information transmitted via or published at the Portal nor does STRATEQ warrant compliance by other Registered Users of these terms and conditions. STRATEQ hereby excludes all liability for the transmission, reception or publication of such data/information.

13.3. Without limitation to any provision contained in the Contract, in the event that the Registered User data is provided to STRATEQ for manual input/uploading into the Portal for any reason, STRATEQ shall use reasonable efforts to input or upload data into the Portal within the deadlines stipulated by the Registered User. STRATEQ shall not be liable if there are errors in the data input or uploaded into the Portal as it is the responsibility of the Registered User to verify that its data is correctly reflected in the Portal at all times. Further, STRATEQ shall use reasonable efforts with regards to the content, completeness, accuracy or timeliness of such information or data.

13.4. Although STRATEQ will use reasonable efforts to ensure that the Portal and any software used therein or any information transmitted through or downloaded from the Portal does not contain any known viruses or damaging component, STRATEQ shall not be responsible if any information transmitted through or downloaded from the Portal or any software used in the Portal infects or contaminates the Registered User’s information or system. Registered User shall indemnify STRATEQ for the loss, corruption or destruction of data under any such circumstances.

13.5. STRATEQ undertakes no liability for the acts or omissions of Registered Users, Payment Provider, Third Party Provider and third parties(including without limitation third party providers of telecommunication, computer or Internet facilities or other websites which may be linked to the Portal) or for faults in or failures of their apparatus, equipment or systems.

13.6. STRATEQ SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USER, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS) WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF STRATEQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.7. IN NO EVENT WILL STRATEQ BE LIABLE UNDER THIS CONTRACT FOR DAMAGES EXCEEDING THE ANNUAL AMOUNT PAID BY REGISTERED USER TO STRATEQ FOR THE SERVICES THAT GIVES RISE TO SUCH LIABILITY.

13.8 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

13.9. NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY STRATEQ’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF SMART SD THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

14. INDEMNITY

The Registered User shall indemnify STRATEQ against any claims, actions, damages, expenses, abilities or adverse consequences arising from any breach of the Registered User’s obligations or representations and/or warranties, the use and publication of the Content provided and/or approved or deemed approved by Registered User pursuant to Clause 6.4, clause 6.5. Registered User hereby irrevocably agree to indemnify and keep indemnified STRATEQ from all liabilities, claims, losses and expenses, including any legal fees that may be incurred by STRATEQ in connection with or arising from (1) Registered User’s use or misuse of the Portal and the services provided herein, or (2) Registered User’s breach of these terms and conditions howsoever occasioned, or (3) any intellectual property right or proprietary right infringement claim made by a third party against STRATEQ in connection with Registered User’s use of the Portal.

15. CONFIDENTIALITY

15.1. The Party receiving Confidential Information (“Receiving Party”) agrees and covenants with the Party disclosing Confidential Information (“Disclosing Party”) that the Confidential Information received by the Receiving Party shall:-

(a) be kept in strict confidence and be treated with the same degree of care as its own confidential information; and
(b) only be disclosed to and used by those employees who have a need to know for and solely to facilitate the purpose contemplated in the Contract; and
(c) not be disclosed or made available to or accessible by any third party without the prior written consent of the Disclosing Party; and
(d) not be used, in whole or in part, for any purpose other than the purpose contemplated in the Contract, unless such Confidential Information is already or hereinafter becomes public through no fault of the Receiving Party and without the breach of any confidentiality obligation by any party or is required to be disclosed by law.

15.2. For the avoidance of doubt, the obligations of confidentiality in Clause 15.1 shall not apply to STRATEQ’s disclosure and/or use of and STRATEQ shall be entitled to disclose and/or use:-

(a) the identity of the Registered User to other Users in connection with the provision of the Facility; and
(b) the Confidential Information of the Registered User for STRATEQ’s internal purposes including for the purpose of noting market trends and preferences and analysis.

16. ENTIRE AGREEMENT

The Contract represents the entire agreement between the parties which supersedes any prior written, oral or electronic agreement. The Contract is not entered into on the basis of any representations that are not expressly incorporated herein. The Contract shall be deemed to include all other notices, guidelines, rules and additional terms contained at the Portal from time to time. A party’s failure to act under this Contract shall not indicate a waiver of the party’s rights under this Contract. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the waiving party.

17. ASSIGNMENT

STRATEQ reserves the right to assign its rights and obligations under the Contract in whole or in part to a third party.

18. NOTICE

18.1. Other than Clauses 4.1, all notices and communications required under the Contract shall be in writing and sent by hand, fax or registered mail to the registered office or to such other designated address of the receiving party.

18.2. Notices shall be deemed duly given immediately if delivered by hand or sent by confirmed facsimile transmission or on the expiration of five working days from posting if sent by registered mail.

18.3. Notwithstanding Clauses 18.1 and 18.2 above, STRATEQ may from time to time designate other acceptable modes of giving notices under the Contract (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

19. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to meet its obligations under this Contract or any loss or damage which may be suffered by the other as a direct or indirect result of it being delayed, prevented or hindered in the performance of any of its obligations under this Contract by reason of any circumstances beyond its control including (but not limited) act of God, act of war, government act or regulation, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, utility outages, degradation of communication lines, products unavailability, inclement weather, fire or flood. In case of such events, the performance required by either party under this agreement shall be extended for any period during the performance is prevented by the event. However, the other party may terminate this Contract by notice in writing if such event preventing performance continues for more than thirty (30) days.

20. INTELLECTUAL PROPERTY RIGHTS

20.1. All intellectual property rights in the Facility and the necessary software, hardware and system used in the Portal shall remain the sole property of STRATEQ or other licensors, as applicable. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Registered User.

20.2. All information, materials and advertisements presented at the Portal are protected by copyright and other intellectual property laws. No express or implied right is granted to the Registered User to reproduce, modify, sell, rent, distribute, or create derivative works or otherwise based on such information, materials and advertisements.

20.3. In supplying any information and materials to STRATEQ, including the Content, Registered User is deemed to grant STRATEQ the non-exclusive, perpetual, irrevocable, royalty free license to use the said information and materials for any purposes in connection with the provision of the Facility, including the right to edit, categorise or modify the Content, and to exercise publication rights in any media.

21. HYPERLINKS AND INTEGRATION OF SYSTEMS AND NETWORKS

Links from or to the Portal are meant for convenience only. Such linked websites are owned and operated by third parties and as such are not under the control of STRATEQ. STRATEQ shall not be responsible and makes no warranties in respect of the contents of those websites, the third parties named therein or their products and services. Furthermore, the links provided in this Portal shall not be considered an endorsement or verification or approval of such linked websites or the contents therein. Linking to any other site is at Registered Users sole risk and STRATEQ will not be responsible or liable for any damages in connection with linking. It is advisable Registered Users read the privacy policy statements (if any) of any websites which are linked to this Portal.

22. FEEDBACK

22.1 STRATEQ welcomes information and feedback from our Users which will enable SMART SD to improve the quality of service provided. Please refer to our feedback procedure below for further information:

(i) Feedback may be made in writing through email to or using the feedback link or form found on the App.
(ii) Anonymous feedback will not be accepted.
(iii) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
(iv) Vague and defamatory feedback will not be entertained.

23. YOUR CONTRIBUTIONS TO THE SERVICES

23.1. By submitting Content for inclusion on the Services such as Knowledgebase, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to SMART SD. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant SMART SD and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

23.2. Any Content, material, information or idea you post on or through the Services, or otherwise transmit to SMART SD by any means (each, a "Submission"), is not considered confidential by SMART SD and may be disseminated or used by SMART SD without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to SMART SD, you acknowledge and agree that SMART SD and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant SMART SD and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

24. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

24.1. Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, SMART SD is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold SMART SD responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

24.2. In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by SMART SD. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. SMART SD has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that SMART SD shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that SMART SD may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.

25. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

26. SEVERABILITY

If any provision or part thereof of the Contract is held to be invalid or unenforceable, such provision or part thereof shall be struck and the validity or enforceability of the remaining provisions shall not be affected.

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

27. GOVERNING LAW

The Contract will be governed by and construed in accordance with the laws of Malaysia.

These Terms of Service shall be governed by and construed in accordance with the laws of Malaysia without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service against or relating to SMART SD or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of the Asian International Arbitration Centre of Malaysia for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.

28. DATA PROTECTION

28.1. Data Protection – Personal Data / Customer’s Information Data

28.1.1 The Service Provider shall ensure that all personal data (as defined under the PDPA) obtained by the Service Provider arising out of or in connection with the Services under this Agreement (“Personal Data”) shall at all times be held secure and in compliance with the PDPA and any guidelines issued in connection thereto as well as such other data protection legislation or guidelines prevailing in the jurisdiction where the Services may be provided. The Service Provider shall ensure that the Service Provider and its representatives do not do anything in relation to Personal Data which could cause to be in breach of any of its requirements under the PDPA.

28.1.2 Without limitation to the foregoing:

a. The Service Provider acknowledges and agrees that all information relating to the customers which comes into the knowledge, is disclosed or communicated to the Service Provider or obtained by the Service Provider in the course of performing the Services pursuant to this Agreement shall at all times remain the absolute property of the Customer. Following the termination of this Agreement for whatsoever reasons, the Service Provider shall upon the customer’s written request and at the customer’s expense, return to the customer the said customer data and all documents dealt with in the course of this Agreement.
b. The Service Provider shall segregate personal data of the customers from personal data of the Service Provider and its customers.
c. The Service Provider undertakes to delegate access rights to personal data of the customers only to employees of the Service Provider on a need to know basis and undertakes to ensure that the Service Provider’s employees and/or representatives agree to be bound by the obligations set out under this Agreement.
d. The Service Provider shall use and/or hold all Personal Data obtained pursuant to this Agreement only for the purposes and in the manner agreed and directed by the customer and shall not otherwise modify, amend or alter the contents of any Personal Data or disclose or permit the disclosure of any Personal Data to any third party unless specifically authorized in writing by the customer or permitted under this Agreement herein, and shall take all reasonable steps to ensure that all Personal Data are protected against unauthorized or accidental access, processing, copying, erasure, retention or other inappropriate use.
e. The Service Provider shall endeavour to ensure that where disclosure of Personal Data has been lawfully made to a third party under the terms of this Agreement, such third party shall not subsequently sell, rent or pass on to any other third party such Personal Data disclosed as aforementioned.
f. If the Service Provider breaches the terms of this Agreement, the customer shall be entitled to stop all access to such Personal Data in addition to compensation for any damages suffered thereby, but the Service Provider shall continue to observe and perform all other obligations in this Agreement.
g. The Service Provider represents and warrants to the customer that it has sufficient technical and organizational security measures in place for the purpose of protecting access to Personal Data or systems or databases contain Personal Data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction, having regard to :
i. the nature of Personal Data and the harm that would result from such loss misuse, modification, unauthorized access or disclosure, alteration or destruction; ii. the place or location where it is stored; iii. any security measures incorporated into equipment storing Personal Data; iv. the measures taken to ensure reliability, integrity and competence of the Service Representatives who have access to Personal Data; and v. the measures taken for ensuring the secure transfer of Personal Data.

28.1.3. The Service Provider undertakes to provide the customer with such confirmation as may be required to satisfy the customer that the Service Provider has complied with its obligations under this Agreement, including but not limited to technical and organizational security measures upon the customer’s request.

28.1.4 Notwithstanding anything contained herein to the contrary, the Service Provider shall not transfer any personal data obtained pursuant to this Agreement outside of the operating country without the prior written consent of the customer.

29. GENERAL PROVISIONS

29.1. SMART SD reserves all rights not expressly granted herein.

29.2. SMART SD may modify these Terms of Service at any time by posting the revised Terms of Service on this website, login page and/or user profile page of the mobile apps. When we do, we will revise the "updated" date at the bottom of the Terms of Service. You should revisit this page periodically to become aware of the most recent Terms of Service, your continued use of the service after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

29.3. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

29.4. Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and SMARTSD, nor does it authorise you to incur any costs or liabilities on SMART SD’s behalf.

29.5. The failure of SMART SD at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

29.6. The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

29.7. You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the relevant anti-corruption laws of Malaysia and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

29.8. If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at smartsd-support@strateqgroup.com

LEGAL NOTICES: Please send all legal notices to smartsd-support@strateqgroup.com and Attention it to the “Legal Counsel”.

I HAVE READ THESE TERMS OF SERVICE AND FULLY UNDERSTOOD ITS CONTENTS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “I ACCEPT” BUTTON DURING REGISTRATION OR FIRST TIME LOGIN, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Last Updated: [10th Feb 2023]