General Terms

General Terms And Conditions

This General Terms and Conditions is made between you and T Strategy Sdn. Bhd. (hereinafter called "the Consultant")

By using the services of the Consultant, you agree to all the terms and conditions contained in this General Terms and Conditions.

  1. This Document is a Master Agreement
    1. These General Terms and Conditions shall serve as an overriding Agreement for all other agreements made between you and the Consultant.
    2. In the event of any conflict between this Agreement and any other agreement entered by you and the Consultant, this Agreement will prevail.
  2. Definitions
    Unless defined elsewhere in this Agreement, the following words shall have the following meanings:
    1. "Confidential Information" shall mean any proprietary information which is disclosed with expectation that the information is treated as sensitive or confidential, including:
      1. Information about the Consultant's business, and business processes, in any form whatsoever; and
      2. Intangible assets such as software, source code, flowcharts, techniques, documents, and strategies.
    2. "Deliverables" shall mean any proprietary software, programming, documentation, or services, licensed to the Consultant and incorporated into the IT Services.
    3. "Electronic agreements" shall mean agreements formed electronically and include electronic communication which constitute offer and acceptance under law.
    4. "IT Services" shall mean any services required by you from the Consultant relating to IT infrastructure, IT software, and IT hardware, including consulting, advice, monitoring, maintenance, installation, troubleshooting, and removal of any IT software and/or hardware.
    5. "IT Products" shall mean any products related to IT infrastructure or which may be provided or dealt with as part of the IT Services requested by you.
    6. "SLA" or "Software License Agreement" shall mean any agreement to grant the Consultant a license to resell software.
  3. Scope of Agreement
    1. This Agreement shall be a master agreement that is incorporated into every agreement made between the Consultant and you.
    2. No products or services will be provided under this Agreement. Instead, any products or services which you require from the Consultant shall be entered into in another agreement.
    3. This Agreement applies to all paper and electronic agreements made between you and the Consultant, which may include agreements for continuous, long term, short term, ad hoc or one-time provision of IT Services and/or IT Products. The following examples represent non-exhaustive illustrations of the agreements that are bound by this Agreement:
      1. Statements of Work for provision of IT Products or IT Services.
      2. Purchase Orders for IT Products or IT Services.
      3. Any type of agreement for IT Services.
    4. This Agreement shall be made available on the Consultant's website and accessible from the main page.
    5. This Agreement may be revised from time to time. The latest revision of this Agreement will bind you as long as you have any agreements with the Consultant. It will be your responsibility to check this document from time to time for any revisions.
  4. Commencement and Termination
    1. This Agreement shall begin to apply from the formation of any contractual relationship between you and the Consultant and shall survive the termination of any agreement to which it applies.
    2. The Consultant may terminate any agreement which is governed by this Agreement if:
      1. You fail to make payment after thirty (30) days of any notice or reminder for payment;
      2. You have breached the said agreement, or this Agreement, and have not remedied the breach within thirty (30) days of receiving the Consultant's notice.
      3. You fail to pay the Consultant for any Deliverable as required by this Agreement.
      4. You commit a breach of any proprietary rights related to any Deliverable.
    3. If the termination causes you to lose the right to use any IT product provided by the Consultant, you must stop using the said IT product, uninstall it, and return it to the Consultant together with all documentation and copies.
    4. The Consultant may request your written confirmation that all copies of the IT product have either been returned or destroyed.
    5. If the termination leads to the cessation of any IT Services, you shall pay the Consultant the Consultant's professional charges up to the date of termination.
  5. Payment
    1. Whenever you receive an invoice from the Consultant, you must pay it in full, including any government taxes.
    2. The invoices issued by the Consultant may impose interest of 2% per month for any sums remaining unpaid.
    3. If the Consultant is forced to resort to legal action to recover any invoiced sums, you will have to bear the costs of such legal action.
    4. You agree to compensate the Consultant for any costs or expenses incurred in the course of providing IT Services and IT Products to you, even if such costs or expenses are not stated the Consultant's initial quotation.
  6. Deliverables
    1. The Consultant gives to you a non-exclusive and non-transferable license to use and modify any Deliverable provided to you purely for your own use.
    2. If any Deliverable provided to you was covered by an SLA before it was provided to you, it shall continue to be governed by the SLA.
    3. The Consultant is the ultimate owner of all rights in the Deliverables, including any intellectual property rights. This Agreement is not intended to transfer any of the Consultant's rights in the Deliverables to you.
  7. Intellectual Property Rights
    1. The Consultant retains all intellectual property rights in any software, hardware, industrial property, IT Products, documents, technical knowledge and intangible assets provided by the Consultant to you.
    2. You agree to protect the integrity and confidentiality of the Consultant's intellectual property through the following:
      1. Not making any copies of any intangible assets belonging to the Consultant without the Consultant's permission.
      2. Not disclosing any intangible assets to any third parties without the Consultant's permission.
      3. Not reverse engineering or hacking the Consultant's intellectual property.
      4. Not providing the use of any of the Consultant's intellectual property to any third party. This includes not renting, leasing, or sublicensing.
  8. Mutual Confidentiality
    1. You agree to protect any Confidential Information conveyed by the Consultant or its representatives to you. In return, the Consultant will also protect your Confidential Information.
    2. Confidential Information may be disclosed to comply with laws, policies and regulations, provided that:
      1. The extent of disclosure is minimized;
      2. Prior permission is obtained (when possible) before disclosure; and
      3. The party making the disclosure must inform the party who owns the Confidential Information about the extent and nature of the disclosure.
    3. This provision will not apply to Confidential Information that is:
      1. In the possession of the recipient before receiving the Confidential Information;
      2. Public knowledge (without the fault of the recipient); and
      3. Disclosed to the recipient by a third party independently.
    4. You must seek the Consultant's permission to disclose the Confidential Information to any third parties.
  9. Limitation of Liability
    1. Once the Consultant has advised you of the risks of using any IT Product or IT Service, you cannot hold the Consultant responsible for any loss or damage resulting from the IT Product or IT Service.
    2. The Consultant's liability to you is limited to the actual amount paid by you to the Consultant for such IT Product or IT Service.
  10. Licenses

    The Consultant will be responsible for obtaining all licenses for any third party products or services provided to you as part of the IT Products and IT Services.

  11. Limited Warranty

    If any IT Services provided to you do not comply with the standards generally expected of such IT Services, the Consultant may choose to either:

    1. Perform the said IT Services again; or
    2. Refund your money paid for the affected portion.

  12. Indemnity for Infringement Claims
    1. The Consultant will indemnify, negotiate and settle for you for any intellectual property infringement claims resulting from the use of any third party products provided by the Consultant to you.
    2. For the indemnity to be valid, you have to:
      1. Inform the Consultant at the earliest opportunity of the claim against you;
      2. Allow the Consultant to take over negotiations for settlement of the claim; and
      3. You provide full co-operation to the Consultant.
    3. This indemnity does not cover costs incurred by you (including settlement) before you hand over conduct of negotiations to the Consultant.
    4. Pursuant to any infringement claims, the Consultant reserves the right to:
      1. Continue to provide the same third party products or services to you, provided the necessary licenses have been obtained;
      2. Replace, change or modify the third party products or services with functionally similar substitutes; or
      3. Terminate any or even all its agreements with you without any liability.
  13. Mutual Indemnity
    1. You will indemnify and hold harmless the Consultant and its representatives against any costs, liabilities, claims, expenses and legal action incurred as a result of carrying out your instruction.
    2. The Consultant will indemnify you against any damage caused by its employees and representatives to your IT infrastructure.
  14. Independent Contractor
    1. The Consultant and its representatives are independent contractors providing IT Services to you.
    2. This Agreement does not make the Consultant or any of its representatives, your employee, partner, attorney or agent.
    3. The Consultant will have the right to decide how to provide any IT Service or IT Product to you, subject to any agreement made by you with the Consultant.
  15. Dispute Resolution
    1. Any dispute that arises between you and the Consultant will be attempted to be settled by discussion and negotiation.
    2. If the dispute cannot be settled through discussion and negotiation, the matter may be referred to a court of law.
  16. Jurisdiction

    This Agreement shall be governed by Malaysian law..

  17. Other Provisions
    1. If any part of this Agreement is found to be invalid or unenforceable, it shall be invalid or unenforceable only for the affected portion.
    2. This Agreement may not be assigned to any party without the express permission of the Consultant.
    3. In the event of any force majeure (forces beyond the control of the parties) this Agreement shall not be invalidated but suspended until the force majeure has passed.