Terms and Conditions

IREVONEX TERMS AND CONDITIONS

Version 1.0
Effective Date: January 2025

INTRODUCTION
These Terms and Conditions (“T&C”) govern the provision of software and services by iRevonex Sdn Bhd(Company Registration No:202501028420 (1629832-A) (“iRevonex”, “we”, “us”, or “our”) having its registered office at [INSERT REGISTERED ADDRESS], to our customers. By engaging our services or using our software, you agree to be bound by these terms.

1. DEFINITIONS
1.1″Customer” means any individual, company, partnership, government body, or other legal entity that purchases, licenses, subscribes to, or otherwise acquires Software and/or Services from iRevonex.

1.2″Services” means all information technology services provided by iRevonex, including but not limited to:

System integration and implementation
IT infrastructure management and monitoring
Cloud computing services (IaaS, PaaS)
Network administration and security services
Technical support and help desk services
Data backup and disaster recovery services
IT project management
System administration and optimization
IT consulting and advisory services
Technology assessment and planning
Digital transformation consulting
Business analysis and requirements gathering
Training and knowledge transfer
Managed IT services
24/7 system monitoring
Proactive maintenance and updates
Security monitoring and threat management
Performance optimization

1.3″Software” means:

Any computer programs, applications, or systems licensed by iRevonex to the Customer
Proprietary software developed by iRevonex
Third-party software licensed through iRevonex
Custom software specifically developed for the Customer
Software as a Service (SaaS) solutions provided on a subscription basis
All associated object code and, where agreed, source code
User documentation, technical specifications, and training materials
Updates, patches, and new versions

1.4″Agreement” means any contract between iRevonex and the Customer for the provision of Software and/or Services, which incorporates these Terms and Conditions.

1.5″Confidential Information” means any information disclosed by either party that is marked as confi dentialor would reasonably be considered confi dential by its nature.

1.6″Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, design rights, and any other intellectual property rights, whether registered or unregistered.

2. GENERAL PROVISIONS

2.1 Acceptance of Terms
These Terms and Conditions apply to all offers, quotations, orders, agreements, and contracts for the provision of Software and/or Services by iRevonex. By accepting a quotation, placing an order, or using our Software or Services, you agree to be bound by these terms.

2.2 Order of Precedence
Deviations from or additions to these terms shall only be valid if agreed between the parties in writing. The applicability of the Customer’s purchasing or other conditions is specifically excluded unless explicitly agreed in writing by authorized representatives of both parties.

2.3 Modifi cations
iRevonex reserves the right to modify these Terms and Conditions with thirty (30) days written notice. Continued use of Services after such modifications constitutes acceptance of the revised terms.

3. PRICE AND PAYMENT

3.1 Fees
The Customer shall pay all fees as specified in the Agreement, quotation, or order form. All prices are quoted in Malaysian Ringgit (MYR) unless otherwise specified and are exclusive of taxes (GST, SST, or other applicable
taxes) unless explicitly stated otherwise.

3.2 Payment Terms

Invoices are due and payable within thirty (30) days from the invoice date
Payment shall be made via bank transfer to the account specified by iRevonex
For recurring services, payment is due in advance (monthly, quarterly, or annually as agreed)
The Customer may not suspend payment or set off any amounts owed

3.3 Late Payment

Late payments shall incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
iRevonex may suspend Services or Software access for overdue payments exceeding thirty (30) days
The Customer shall reimburse all costs of collection, including legal fees and court costs

3.4 Price Adjustments

For contracts exceeding twelve (12) months, iRevonex may adjust prices annually with sixty (60) days notice, not to exceed 10% per annum unless otherwise agreed.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership

Custom software developed specifically for the Customer shall become the Customer’s property upon full payment
iRevonex retains all rights to pre-existing tools, frameworks, methodologies, and general knowledge
Third-party software remains the property of its respective owners
iRevonex may use general knowledge gained from projects for other purposes

4.2 License Grant

iRevonex grants the Customer a non-exclusive, non-transferable license to use the Software
The license is valid only while the Agreement is in effect and all fees are paid
The Customer may not sublicense, rent, or transfer the Software to third parties
The Customer shall not reverse engineer, decompile, or disassemble the Software

4.3 Indemnification
Each party shall indemnify the other against claims that materials provided by that party infringe third-party intellectual property rights.

5. CONFIDENTIALITY

5.1 Obligations
Both parties agree to:

Keep confidential all information received from the other party
Use confidential information only for purposes of the Agreement
Not disclose confidential information to third parties without written consent
Protect confidential information with reasonable security measures

5.2 Duration
This obligation continues for five (5) years after termination of the Agreement.

5.3 Exceptions
This obligation does not apply to information that:

Is or becomes publicly available through no breach
Was rightfully known before disclosure
Is independently developed without use of confi dential information
Must be disclosed by law or court order

6. DATA PROTECTION AND PRIVACY

6.1 Compliance
iRevonex will process personal data in accordance with:

Malaysian Personal Data Protection Act (PDPA) 2010
Any applicable data protection laws and regulations

6.2 Customer Responsibilities
The Customer:

Ensures all data provided can be lawfully processed
Has obtained necessary consents from data subjects
Shall indemnify iRevonex against data protection claims

6.3 Data Security
iRevonex implements industry-standard security measures to protect Customer data, including encryption, access controls, and regular security assessments.

7. SERVICE LEVEL AND SUPPORT

7.1 Standard Support
Standard support includes:

Business hours support (9:00 AM – 6:00 PM Malaysian time, Monday to Friday)
Response within one (1) business day for general inquiries
Response within four (4) hours for critical issues
Remote troubleshooting assistance
Access to knowledge base and documentation

7.2 Maintenance

iRevonex may temporarily suspend Services for maintenance
Planned maintenance will be notified at least 48 hours in advance
Emergency maintenance may be performed without notice
Maintenance will be scheduled to minimize disruption where possible

7.3 Service Level Agreement
Specific service levels, if applicable, will be defined in separate Service Level Agreements (SLAs).

8. WARRANTIES AND LIABILITIES

8.1 Service Warranty
iRevonex warrants that:

Services will be performed professionally consistent with industry standards
Software will perform substantially according to documentation
All deliverables will be free from material defects

8.2 Disclaimer
EXCEPT AS EXPRESSLY STATED, IREVONEX PROVIDES SERVICES AND SOFTWARE “AS IS”WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE.

8.3 Limitation of Liability

iRevonex’s total liability shall not exceed fees paid in the twelve (12) months preceding the claim
Neither party shall be liable for indirect, consequential, or punitive damages
Neither party shall be liable for lost profits, data loss, or business interruption
These limitations do not apply to breaches of confidentiality or intellectual property infringement

9. TERM AND TERMINATION

9.1 Term

Project-based agreements end upon completion and acceptance
Ongoing service agreements continue for the initial term specified
Agreements automatically renew unless terminated with notice

9.2 Termination Notice

Either party may terminate with thirty (30) days written notice
For cause termination requires written notice and thirty (30) day cure period
Immediate termination allowed for:
– Material breach not cured within notice period
– Insolvency or bankruptcy
– Illegal activities or violations of law

9.3 Effects of Termination
Upon termination:

Customer shall pay all outstanding fees
iRevonex shall return or delete Customer data as requested
Customer shall cease using Software and Services
Provisions surviving termination remain in effect

10. FORCE MAJEURE
Neither party shall be liable for delays or failures due to causes beyond reasonable control, including:

Acts of God, natural disasters, or severe weather
War, terrorism, or civil unrest
Government actions or regulations
Labor disputes or strikes
Pandemic or epidemic
Infrastructure or utility failures

The affected party shall notify the other promptly and use reasonable efforts to minimize impact.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia.

11.2 Dispute Resolution Process
1.Negotiation: Parties shall first attempt good faith negotiations
2.Mediation: If negotiations fail within thirty (30) days, parties shall attempt mediation
3.Litigation: Disputes not resolved through mediation shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia

11.3 Language
These Terms and Conditions are drafted in English, which shall be the governing language for all purposes.

12. GENERAL CLAUSES

12.1 Entire Agreement
These Terms and Conditions, together with any applicable Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

12.2 Severability
If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.3 Assignment
The Customer may not assign or transfer any rights or obligations without iRevonex’s prior written consent. iRevonex may assign to affiliates or successors.

12.4 Notices
All notices shall be in writing and delivered to:
iRevonex: Registered address or info@irevonex.com
Customer: Address or email specified in Agreement

12.5 Waiver
No waiver shall be effective unless in writing and signed by the waiving party.

12.6 Relationship
Nothing herein creates a partnership, joint venture, or agency relationship between the parties.

12.7 Third Party Rights
These Terms create no third-party beneficiary rights unless explicitly stated.

12.8 Survival
Provisions relating to payment, intellectual property, confidentiality, liability, and indemnify cation survive termination.

CONTACT INFORMATION
iRevonex Sdn Bhd
Company Registration No:202501028420 (1629832-A)
Registered Address: C-02-01 (Second Floor), Sunway Nexis, Jalan PJU 5/1 Kota Damansara, Petaling Jaya, Selangor, 47810, Malaysia.
Email: info@irevonex.com
Website: www.irevonex.com
Phone: +016 935 2113

For questions regarding these Terms and Conditions, please contact our business department at the above email address.

END OF DOCUMENT