Terms of Services (Updated at 15 Nov 2020)

Welcome to Webbalances. It is our pleasure that you’re here and we hope you enjoy our product and services that offered. This Policy applied to all modules and plans [“Systems”] offered by Webbalances Solution. Please read these Terms carefully because they are a binding agreement between the Client [“Licensed End Users” or “You”] and Webbalances Solution [“Webbalances” or “We”]. Please feel free to contact your account manager if you have question about this Policy.

1. Acceptance of Terms

1.1. This Policy shall come into force upon the Subscription Effective Date.
1.2. You are advised to print a copy of this Policy for your records.
1.3. This Policy shall continue in force indefinitely, subject to termination in accordance with Clause 6.
1.4. In some cases, the application that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintenance by us [“Subscription Services”] may be provided to you by Webbalances’ partner, and/or distributor. If so, that partner and/or distributor may ask you to accept it own Terms of Services. If there is any inconsistency between those local terms and these Terms, then the local terms shall govern to the extent of that inconsistency.


2. Changes of Terms

2.1. We reserve the right of making changes to these Terms with or without notice to you from time to time.
2.2. We will publish the changes at our websites and the changes will be effective immediately when published.
2.3. You are advised to review the Terms on a regular basis.
2.4. We also reserve the right to charge a fee for any of our features at any time. If you do not agree with any changes, you can stop using the Subscription Services at any time in accordance with Clause XX.
2.5. You understand and agree that your express acceptance of the Terms or your use of the Subscription Services after the date publication shall constitute your agreement to the updated Terms. If you do not agree with the amended Terms, you may terminate your subscription with us in accordance with Clause XX.


3. Subscription Services.

3.1. Access. During the Subscription Term, we will provide you access to use the Subscription Services as described in this Policy.
3.2. License. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-sublicensable, non-assignable license to use the Subscription Services through your Billable Users account.
3.3. Limits. Limits may apply to the Storage Space, Users, Site Visits, keywords tracked, competitors tracked. Any limits will be specified in your Order Form and this Policy. Generally, every Billable User granted 1GB of storage space into the pool that might shall among all users. You will be charged fees associated with all Billable Users.
3.4. Modifications. We modify the Subscription Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Services that materially reduce the functionality of the Subscription Services provided to you during Subscription Term. We might provide some or all elements of the Subscription Services through third party service providers. We may also automatically download configuration changes and updates to the Subscription Service from time to time. You may be required to update the Subscription Services in order to continue using the Subscription Services. You agree to accept such updates subject to these Terms unless other terms accompany the updates. We are not obligated to make any updates available and does not guarantee that we will continue to support the version of the operating system or device for which you licensed the Subscription Services or that updated Subscription Services will be compatible for use with end users running older versions of the Subscription Services. Updates may be required to maintain Subscription Services compatibility, provide security updates or bug fixes, or offer new features, functionality or versions.
3.5. Additional Features. You may subscribe to additional features of the Subscription Services by agreeing to a new Order Form.
3.6. Suspension, technical improvement and maintenance. We may need to perform maintenance on or upgrade the Subscription Services or the underlying infrastructure that enables you to use the Subscription Services from time to time. This may require us to temporarily suspend or limit your use of some or all of the Subscription Services until such time as this maintenance and/or upgrade can be completed. To the extent possible and unless an intervention is urgently required, we will advance notify the time and date of such suspension or limitation in the email. You will not be entitled to claim damages for such suspension or limitation of the use of any Subscription Services.
3.7. Restrictions. You may not and you agree not to: (a) sub-license, sell, assign, rent, lease, export, import, distribute or transfer or otherwise grant rights to any third party in the Subscription Services; (b) undertake, cause, permit or authorize the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Subscription Services or any part or features thereof (except to the extent permitted by law); (c) remove, obscure or alter any copyright notices or other proprietary notices included in the Subscription Services; (d) use the Subscription Services or cause the Subscription Services (or any part of it) to be used within or to provide commercial products or services to third parties. The foregoing shall not preclude you using the Subscription Services for your own business communications, subject to Clause 3.2 above; (e) other than for the purposes of download and installation, use the Subscription Services except through your Billable User account.


4. Customer Support

4.1. Support. Support is included in your Subscription Fee (see Clause 5 above). Phone support for the Subscription Service is available 9AM to 5PM Malaysia Time, Monday through Friday, excluding national public holidays. We accept email support questions 24 Hours per Day x 7 Days per Week at support@metricrm.com. Email responses are provided during phone support hours only. We attempt to respond to email support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.
4.2. Availability. We try to make the Subscription Services available 24 hours a day, 7 days a week, except for planned down-time for maintenance. However, we committed to provide the Subscription Services with service level agreement (SLA) of 99.8% uptime in yearly basis.


5. Fees and Payments

5.1. One-Time Setup Fees. Upon execution of the Agreement, the Client shall pay Cegid the total amount for Service Activation inclusive of taxes if the total amount is less than or equal to one thousand five hundred Pound Sterling exclusive of taxes (£1,500). If the total fees for Service Activation exceeds one thousand five hundred Pound Sterling exclusive of taxes (£1,500), the Client shall pay Cegid, upon execution of the Agreement, by wire transfer or direct debit, a minimum advance of thirty (30%) percent of the total amount of the Service Activation fees; said advance shall not be less than one thousand five hundred Pound Sterling exclusive of taxes (£1,500). Unless already paid by the Client according to the provisions set forth hereinabove, the Client shall pay any invoices related to Service Activation due to Cegid (including for online orders) without discount within thirty (30) days of the invoice’s issuance date, by either direct debit or wire transfer. Notwithstanding the foregoing, with respect to online orders made by Clients placing their first order with Cegid, the Client shall pay any invoices related to Service Activation due Cegid upfront by credit card without discount.
5.2. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) Email Send Limit; Site Visit, User or other applicable limits (see Clause 3.3 above), (ii) change Subscription Services, or (iii) subscribe to additional features or products, including additional storage (see Clause 3.3 above). Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than in the Subscription Term [“Billing Period”], except as provided below under 'Fee Adjustments During a Billing Period'. In order to avoid additional charges, you should purchase the appropriate tier of Subscription Services for your anticipated needs. We will monitor or audit remotely the amount of storage used in the Subscription Services and the number of emails that you send on the Subscription Services. This information is shall available to you upon request via email to support@metricrm.com.
5.3. Fee Adjustments in Next Billing Period. If you exceed your maximum available storage in a Billing Period, then your Subscription Fee will be adjusted at the beginning of the next Billing Period up to the current base package and tier price which corresponds with the maximum available storage from the prior Billing Period. This process will continue for each Billing Period during the Subscription Term until the renewal of next Subscription Term. We determine the number of available storages in the Subscription Services. At your request, we will provide you with the detail we used to reach our conclusion. Once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the storage needed.
5.4. Fee Adjustments During a Billing Period. The Subscription Fee will increase during the course of a Billing Period if you exceed your maximum available storage in a Billing Period. The Subscription Fee will be adjusted up to the tier price which corresponds with your minimum available storage package that offered by us from the current Billing Period. The Subscription Fee will also increase during a Billing Period if you add Billable Users, change Subscription Services or subscribe to additional features for use during the Billing Period.
5.5. Payment against invoice. We will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period, and other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
5.6. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made via email to support@metricrm.com. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Policy. All fees are due and payable in advance throughout the Subscription Term. If you are a representative that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
5.7. Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.


6. Subscription Term and Renewal

6.1. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process [“Initial Subscription Term”]. The effective date of your subscription shall not later than 30 days of your Order form submission date regardless of, including, any due delay caused by you.
6.2. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Policy will automatically renew for the shorter of the Initial Subscription Term or one year [“Renewal Subscription Term”] or otherwise stated in Order form. Written notice of non-renewal must be sent no more than ninety (90) days but no less than thirty (30) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Policy, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing. In addition, on renewal, the current product usage limits will remain apply to your subscription, unless otherwise agreed to by you and us. Should you decide not to renew, you may send the notice of non-renewal by email to support@metricrm.com.
6.3. End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration, unless otherwise stated in Order form. Any Subscription Term is must no less than ninety (90) days from Initial Subscription Term (see Clause 6.1 above).


7. Publicity

You grant us the right to add your name and company logo to our customer list and website.


8. Intellectual Property Rights

You acknowledge and agree that Webbalances own all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
Webbalances shall retain all rights, including the right to make corrections, to the Subscription Services. Any request dealing with the interoperability of the Services with any third-party tool, including third-party tools under open source license, shall be submitted to Webbalances via registered mail. Except as expressly stated herein, this Policy does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Subscription Services.


9. Client’s Proprietary Rights

As between the parties, you own and retain all rights to all information or material that you submit, collect, provide or post, upload, input via the Subscription Services [‘Client Data’]. This Policy does not grant us any ownership rights to Client Data. You grant permission to us and our licensors to use the Client Data only as necessary to provide the Subscription Services to you and as permitted by this Policy. If you are using the Subscription Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.


10. Client Data

10.1. Data Protection. You warrants to us that it has the legal right to disclose all Personal Data that it does in fact disclose to us under or in connection with these Terms, and that the processing of that Personal Data by us for the Permitted Purpose in accordance with these Terms will not breach any applicable data protection or data privacy laws (including the Personal Data Protection Act 2010).
10.2. Limits on MetriCRM. We will not use, or allow anyone else to use, Client Data to contact any individual or company except as you direct or otherwise permit. We will use Client Data only in order to provide the Subscription Services to you and only as permitted by applicable law, this Policy, and our Privacy Policy. We will not use Client Data for our own marketing purposes and shall refrain from using, modifying, assigning or transferring to a third party, in whole or in part.
10.3. Aggregate Data. We may monitor use of the Subscription Services by all of our clients and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Client Data and/or identify you.
10.4. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Client Data. You consent to the processing of Client Data in the Malaysia. You acknowledge that in all cases that Webbalances acts as the processor of Client Data and you remain controller of Client Data for applicable Malaysia data protection regulations.
10.5. No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.
10.6. Data Removal. Upon expiry or on termination of the Policy, access to the Subscription Services are closed on the last day of the Services. You shall, before that date, retrieve accessible Client Data using the Subscription Service functionalities. Unless otherwise provided in the Order form, we will begin deleting Client Data (both production Client Data and back-up copies) thirty (30) days following the effective date of expiration or termination of the Policy.


11. Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.


12. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Services by you; (b) your noncompliance with or breach of this Policy, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Services by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
We reserve the right to claim from the client on any cost occurred due to any damage whatsoever to the Subscription Services or notably use the Services other than for its intended purpose according to the conditions, including but not limiting to, (a) intercept or monitor, damage or modify any communication which is not intended for you; or (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Software, Products, communication or protocols; or (c) send unsolicited communications (also referred to as “SPAM”, “SPIM” or “SPIT”) or any communication not permitted by applicable law or use the Subscription Services for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity; or (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; or (e) use the Subscription Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (f) use (including as part of your User ID and/or profile picture) any material or content that is subject to any third-party proprietary rights, unless you have a license or permission from the owner of such rights; or (g) collect or harvest any personally identifiable information, including account names, from the Software or Products; or (h) impact or attempt to impact the availability of the Subscription Services for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack; or (i) use or launch any automated system, including without limitation, robots, spiders or offline readers that access the Subscription Services; or (j) use the Service to mislead (or attempt to mislead) the recipient as to the identity, authenticity or origin; or (k) engage in any activity through the Subscription Services to transmit messages which are libelous, abusive, threatening, vulgar, obscene, unlawful or otherwise objectionable material of any kind in nature.
Consequently, the Client shall refrain from any reverse engineering of the Service with a view to creating a competing product or Service and/or copying or reproducing any functionalities, functions or graphic attributes of the Service.


13. Disclaimers; Limitations of Liability

13.1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES, AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
13.3. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS POLICY, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
13.4. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS POLICY.


14. Termination, Suspension and Expiration

14.1. Termination for Cause. Either party may terminate this Policy for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Policy may not otherwise be terminated prior to the end of the Subscription Term.
14.2. Suspension for Prohibited Acts. We may suspend any Billable User’s access to the Subscription Services for: (i) use of the Subscription Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Policy, (ii) use of the email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
14.3. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Services upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Services is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Services.
14.4. Suspension for Present Harm. If your website on, or use of, the Subscription Services: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Services or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Services. We will try to limit the suspension to the affected portion of the Subscription Services and promptly resolve the issues causing the suspension of the Subscription Services.
14.5. Effect of Termination or Expiration. Upon termination or expiration of this Policy, you will stop all use of the Subscription Services and Content, and if we request, you will provide us written confirmation that you have discontinued all use of data. If you terminate this Policy for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Services after termination. If we terminate this Policy for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
14.6. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Services to retrieve, or we will provide you with copies of, all Client Data then in our possession or control. We may withhold access to Client Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Client Data and may, unless legally prohibited, delete all Client Data in our systems or otherwise in our control.


15. Notices

15.1. Written Notice. Any notice given under these Terms must be in writing, whether or not described as "written notice" in these Terms. Any notice given by the Client to Webbalances under these Terms must be sent by email using the relevant contact details as provided by Webbalances. Any notice given by the Webbalances to the Client under these Terms must be sent by email using the relevant contact details as provided by the Client.
15.2. Response on Notice. A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice. A notice will be deemed to have been received at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent).


16. Assignment

16.1. Assignment by Webbalances. The Client hereby agrees that Webbalances may assign, transfer or otherwise deal with our contractual rights and obligations under these Terms.
16.2. Assignment by Client. The Client must not assign, transfer or otherwise deal with the Client’s contractual rights and/or obligations under these Terms without the prior written consent of Webbalances.


17. Variation

The Parties agree that Webbalances shall have the right to supplement, revise, vary, or otherwise amend the terms of these Terms from time to time. Such changes will be posted on the Webbalances’ website or Policy or otherwise specifically notified by Webbalances, and the last updated date of these Terms will be revised. It is the Client’s responsibility to review these Terms upon each access or use of the Subscription Services to ensure that it is aware of any amendments made. The continued access and use of the Subscription Services by the Client after changes are posted constitutes its express agreement and consent to be legally bound by the Terms as updated and amended.


18. Entire agreement

The main body of these Terms and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.


19. Law and jurisdiction

These Terms shall be governed by and construed in accordance with Malaysian law. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Malaysia.