TERMS OF SERVICE

Last updated: 26/09/2025.

INTRODUCTION

These Terms of Service establish the legal framework for your partnership with Sfera Technologies Sdn. Bhd. in developing and maintaining custom operational platforms that transform how your business operates. When you engage our services, you're entering into a comprehensive agreement that covers every aspect of our professional relationship.

Our service commitment encompasses bespoke platform design tailored specifically to your operational needs, seamless integration with your existing systems, and ongoing support services to ensure your platforms continue delivering value as your business grows. We understand that every business is unique, which is why our approach focuses on creating solutions that fit your specific requirements rather than forcing you into predetermined frameworks.

From a financial perspective, we've structured our payment approach around milestone-based development fees that align our success with project progress, combined with transparent subscription services for ongoing support and maintenance. All pricing includes proper SST compliance in accordance with Malaysian tax regulations, ensuring you have complete clarity on costs without unexpected tax implications.

Your data remains yours throughout our relationship. We've designed our data protection practices to fully comply with Malaysia's Personal Data Protection Act (PDPA), while ensuring you maintain complete ownership and control over your operational data. We serve as your data processor, handling your information solely as directed and with the highest security standards.

We believe in fair risk allocation that protects both parties while remaining fully compliant with Malaysian consumer protection laws. Our liability framework recognizes that business partnerships require balanced responsibility, where each party takes accountability for their respective areas of expertise and control.

Intellectual property rights are clearly defined to respect your proprietary business information and processes while protecting our underlying platform technology and methodologies. This separation ensures you can confidently share operational details knowing your competitive advantages remain protected.

All aspects of our relationship are governed by Malaysian law, with any disputes handled through the Kuala Lumpur court system. We've established an escalated resolution process that emphasizes commercial mediation first, recognizing that business disputes are often best resolved through collaborative discussion rather than adversarial litigation.

ACCEPTANCE AND FORMATION

These Terms of Service ("Terms") form a binding contract between Sfera Technologies Sdn Bhd (Company No. 202501035636 (1637046-T), "Sfera," "Company," "we," "us," or "our") and the client engaging our services ("Client," "you," or "your"). By executing a Service Agreement, accessing our services, or making payment for our services, you accept these Terms in full.

You represent that you possess legal capacity to contract under Malaysian law, and if representing a business entity, you have proper authorization to bind that entity. You also confirm that you meet the minimum age requirement of 18 years and that all information provided is accurate and not misleading.

For corporate clients, these Terms bind the contracting entity and its authorized representatives. The individual executing agreements personally warrants their authority to bind the corporate entity.

SERVICE AND DELIVERABLES

Sfera provides professional technology services including:

Development Services: our development services include custom operational platform design and development, enterprise system integration solutions, real-time monitoring and analytics implementation, and process automation and workflow optimization.

Ongoing Services: our ongoing services encompass platform maintenance and technical support, performance monitoring and optimization, feature development and system scaling, and training and technical consultation.

Detailed service specifications, deliverables, timelines, and acceptance criteria are defined in individual Service Agreements ("SOWs") that incorporate these Terms by reference.

Our services are subject to client system compatibility and infrastructure requirements, third-party software availability and licensing constraints, reasonable commercial efforts rather than absolute performance guarantees, and technical limitations of existing client systems and data quality.

All services are performed in accordance with generally accepted industry practices and Malaysian professional standards for technology services.

CLIENT OBLIGATIONS AND ACCEPTABLE USE

You must provide accurate project requirements and specifications, grant necessary system access and provide required data, designate qualified personnel for technical collaboration, respond promptly to requests for information or approvals, and maintain adequate infrastructure to support implemented solutions.

You warrant that your use of our services complies with all applicable Malaysian laws and regulations, does not infringe intellectual property rights of third parties, includes proper data collection consent where required under PDPA, and meets industry-specific regulatory requirements applicable to your business.

You may not use services for unlawful purposes or illegal activities, reverse engineer or attempt to extract proprietary methodologies, sublicense or resell our services without written consent, use our services to develop competing solutions, or transmit malicious code or attempt unauthorized access.

You are solely responsible for accuracy and completeness of data provided to us, legal rights to use and process all data shared, compliance with data protection obligations regarding personal data, and backup and recovery of your operational data.

FEES, PAYMENTS, AND TAXATION

Service fees comprise fixed project fees for development work as specified in SOWs, monthly or annual subscription fees for ongoing services, professional services fees for additional consulting, and reimbursable expenses for third-party software licenses or hardware.

All fees are quoted in Malaysian Ringgit (MYR) exclusive of applicable taxes. Sales and Service Tax (SST) at prevailing rates will be added to all invoices where applicable. Development milestone payments are due within 30 days of invoice, subscription fees are payable in advance, and any additional charges for late payment will be structured as administrative fees.

Tax invoices will be issued in compliance with SST regulations and Royal Malaysian Customs Department requirements. Withholding tax obligations, if applicable, are client's responsibility. SST registration details will be inserted when available.

Upon payment default exceeding 45 days, we may suspend service delivery without terminating the agreement. Client remains liable for all accrued fees and expenses. Any additional administrative charges for late payment will be calculated as a fixed administrative fee to cover processing costs. Service suspension does not excuse client's payment obligations, and services resume upon payment of all outstanding amounts.

Fixed project fees cannot be increased without client consent, reflecting our commitment to transparent and agreed pricing structures. Subscription fees may be adjusted annually with 60 days' written notice to account for operational cost changes. Additional work outside original scope requires written approval with clearly defined deliverables and pricing to ensure mutual understanding and fair exchange of value.

INTELLECTUAL PROPERTY RIGHTS

Client retains ownership of all business data and operational information provided, existing intellectual property and trade secrets, custom configurations specific to client's business processes, and reports and analytics generated from client's data.

Sfera retains ownership of core platform architecture and underlying technology, development methodologies, tools, and frameworks, standard features available across multiple client implementations, and pre-existing intellectual property and improvements thereto.

Custom developments specifically created for Client are licensed to Client with full usage rights upon full payment, while Sfera retains underlying intellectual property rights including methodologies, code structure, and technical innovations. General improvements to our platform remain our property. Third-party components are subject to their respective licenses, and open source components maintain their original licensing terms.

During the service term, we grant Client a non-exclusive license to use our platform and technology for internal business purposes. Client grants us necessary rights to access and process Client data solely for service delivery.

We will use commercially reasonable efforts to ensure our services do not infringe third-party intellectual property rights. If a valid infringement claim arises regarding our services, we will work with Client to implement reasonable alternatives or modifications to address the infringement. Our obligation is limited to modifying or replacing the infringing components where technically feasible, and we maintain no liability for consequential damages arising from such modifications.

DATA PROTECTION AND PRIVACY

We process personal data in accordance with Personal Data Protection Act and regulations, Personal Data Protection Standards issued by the Department, industry-specific data protection requirements, and international standards where applicable.

Client acts as Data User and is responsible for lawful collection and consent. Sfera acts as Data Processor and processes data solely on Client instructions. Both parties share joint obligations for security measures and breach notification.

We implement appropriate security measures including encryption of data in transit and at rest using AES-256 or equivalent, access controls with multi-factor authentication, regular security assessments and penetration testing, and secure data centers.

Upon discovering a data breach, we will contain and assess the breach within 48 hours, notify Client within 72 hours with preliminary assessment, assist Client with regulatory notifications as required, and provide detailed incident report and remediation measures.

Personal data is retained only as long as necessary for service delivery and is securely deleted upon termination or completion of retention period. Client may request earlier deletion subject to legal requirements, and deletion certificates are provided upon request.

WARRANTIES AND SERVICE LEVELS

We warrant that services will be performed with reasonable skill and care according to industry standards, delivered by qualified and experienced personnel, and compliant with specifications agreed in writing.

Both parties warrant legal authority to enter into this agreement, non-infringement of third-party rights, and compliance with applicable laws and regulations.

We will use reasonable commercial efforts to achieve 99% platform availability during business hours (9 AM - 6 PM MYT, Monday-Friday), initial response to critical issues within 4 business hours, and resolution of critical issues within 48 business hours where within our control.

Except as expressly stated, all services are provided "as is". We disclaim warranties of merchantability, fitness from particular purpose, and non-infringement to the extent permitted by law.

LIABILITY AND RISK ALLOCATION

Our total liability for any claim arising from these Terms or our services is limited to the fees paid in the 12 months preceding the claim, EXCEPT for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality, intellectual property infringement, and violations that cannot be excluded under Malaysian law.

To the extent permitted by law, neither party is liable for lost profits, revenue, or business opportunities; business interruption or system downtime; loss of data (except where caused by our negligence); or indirect, special, or consequential damages.

Client will indemnify us against claims arising from Client's breach of these Terms or applicable law, misuse of our services by Client personnel, infringement claims related to Client data or requirements, and third-party claims related to Client's business operations.

Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters and extreme weather events, government actions, sanctions, or regulatory changes, infrastructure failures, cyber attacks, or pandemics, and labor disputes or supplier failures.

CONFIDENTIALITY

Confidential Information includes business plans, technical specifications, customer data, financial information, and any information marked or reasonably understood as confidential.

Both parties agree to protect Confidential Information using reasonable security measures, use Confidential Information solely for the purposes of this agreement, not disclose Confidential Information to third parties without consent, and return or destroy Confidential Information upon termination.

Confidentiality obligations do not apply to information that is publicly available through no breach of these Terms, is independently developed without use of Confidential Information, is rightfully received from third parties, or must be disclosed by law or court order (with prior notice where possible).

Confidentiality obligations survive termination of these Terms for a period of 5 years.

TERM AND TERMINATION

These Terms commence upon first service delivery and continue until all service obligations are completed, unless earlier terminated in accordance with these provisions.

Ongoing services may be terminated with 30 days' written notice. Fixed-term projects cannot be terminated for convenience without mutual agreement and payment for work completed. Client remains liable for all fees accrued to the termination date.

Either party may terminate immediately upon material breach remaining uncured 30 days after written notice, insolvency, winding up, or appointment of receivers, or suspension of business operations for more than 30 days.

Upon termination, all outstanding invoices become immediately due, Client access to services ceases (subject to data retrieval period), we will provide reasonable data export assistance for 60 days, and confidentiality and intellectual property obligations survive.

Upon termination, we will provide data in commonly used formats where technically feasible, assist with reasonable data migration for up to 60 days, charge professional services rates for extensive transition assistance, and securely delete data after transition period expires.

DISPUTE RESOLUTION

Before formal proceedings, parties will attempt resolution through senior management negotiation for 30 days after written notice of dispute.

Unresolved disputes will be referred to mediation under the Malaysian Mediation Centre rules or other agreed mediator. Mediation costs are shared equally.

For disputes exceeding RM 100,000 that cannot be resolved through mediation, either party may elect binding arbitration under the Arbitration Act 2005 or proceed to court. If arbitration is chosen, it will be conducted with a single arbitrator appointed by mutual agreement or Asian International Arbitration Centre, with the seat of arbitration in Kuala Lumpur, Malaysia, conducted in English, and using expedited procedures for disputes under RM 250,000.

The High Court of Malaya at Kuala Lumpur has jurisdiction for all disputes under RM 100,000, disputes where parties elect court proceedings over arbitration, applications for interim relief, enforcement of arbitral awards, and matters not suitable for arbitration under Malaysian law.

Consumer clients may access the Tribunal for Consumer Claims for disputes under RM 50,000, without prejudice to other rights under consumer protection legislation.

AMENDMENTS AND GENERAL PROVISIONS

Material amendments require written agreement signed by both parties. Minor administrative changes may be made with 30 days' email notice.

These Terms and any executed SOWs constitute the complete agreement. No oral modifications are binding.

Invalid provisions are severed without affecting the validity of remaining terms. Courts may modify overly broad provisions to the minimum extent necessary for enforceability.

Client may not assign without our written consent. We may assign to affiliates or in connection with business transfers. Assignment does not relieve assignor of existing obligations.

Formal notices must be in writing and delivered to email (with delivery confirmation), registered post to registered addresses, or personal service during business hours.

This agreement creates an independent contractor relationship. No employment, partnership, or joint venture is created.

The following provisions survive termination: payment obligations, intellectual property rights, confidentiality obligations, limitation of liability, and dispute resolution procedures.

REGULATORY COMPLIANCE

This agreement complies with Companies Act 2016 (as amended by Companies Amendment Act 2024), Contracts Act 1950, Consumer Protection Act 1999, Personal Data Protection Act 2010 (as amended by Personal Data Protection Amendment Act 2024), and Competition Act 2010.

For clients in regulated industries, additional compliance requirements may apply as specified in individual SOWs, including Energy Commission regulations, Bank Negara Malaysia guidelines, and Malaysian Communications and Multimedia Commission requirements.

Both parties comply with the Malaysian Anti-Corruption Commission Act 2009 (as amended by Amendment Act 2018) and maintain appropriate anti-corruption policies and procedures.