Digi Telecommunications Sdn. Bhd. (201283-M)
By accepting this terms and conditions (including any revisions thereto) (“Terms and Conditions”), you (“Customer”) hereby agree to the following Terms and Conditions with Digi Telecommunications Sdn. Bhd. (Registration No. 1990 0100 9711 (201283-M)), (“Digi”). Digi and the Customer are collectively referred to as the “Parties” and individually referred to as a “Party”.
Last updated on 8 April 2021
The Customer agrees to subscribe for the altHR services including but not limited to payroll services (“Services”) upon the terms and conditions herein. The Customer agrees that the Services provided by Digi is provided on an “as is” and “as available” basis.
The Customer is entitled to a free trial of 30 days commencing from the sign-up date.
Digi shall perform and carry out each of the Services in accordance with the provisions of this Terms and Conditions. The Parties recognise that changes to the Services and any other provision of this Terms and Conditions may be necessary or desired after the date of acceptance of this Terms and Conditions. Digi shall be entitled to propose reasonable charges for any agreed changes subject to the Customer’s confirmation and acceptance of the cost prior to effecting the change.
This Terms and Conditions shall be valid and enforceable from the date of acceptance of this Terms and Conditions (“Service Commencement Date”) until the Services is terminated in accordance to the Terms and Conditions herein.
The Customer shall pay the relevant agreed fees and charges (“Fees”) for the provision of the Services by Digi.
The Fees and/or any supply(ies) made by Digi to the Customer under this Terms and Conditions are in Ringgit Malaysia and expressed exclusive of Taxes. Digi is entitled to charge Taxes in addition to the Fees and/or any supply(ies) made under this Terms and Conditions which shall be borne by the Customer. For the avoidance of doubt, Taxes means any applicable taxes and regulatory charges at the prevailing rate, including but not limited to withholding tax (of any kind and howsoever computed), value added tax, consumption tax, goods and services tax, indirect tax, sales tax, service tax, duties, fees, levies and surcharges (including any fines and penalties), by whatever name called, which may now be or which may be in the future introduced and imposed by the relevant government authorities in Malaysia and/or the Customer’s country of domicile under any law, regulation, directive or guideline thereof including any amendment there to from time to time.
6.1. The Customer shall: be responsible and accountable for all individuals who have access to the Services; be responsible in ensuring that all users accessing the Services are equipped with the necessary devices and internet connectivity as any restrictions in any of the above services or devices may limit the quality of the Services; use the Services in accordance to this Terms and Conditions; be responsible in monitoring the usage of the Services by its employees or representatives and to prevent any fraud and abuse by users of the Services
6.2. Digi shall: be responsible for the establishment, operation and management of the Service; provide troubleshooting and support services; and respond to queries or questions from the Customer in relation to using the Services.
7.1. Unless otherwise agreed between the Parties in the relevant attachments for each Service, Digi shall issue invoices to the Customer on the 1st business day of every month from the Service Commencement Date for the Services performed during each preceding month. The Customer shall make payment within thirty (30) days of receiving the original invoice(s) from Digi. All payments to be made under this Terms and Conditions shall be in Ringgit Malaysia and the recurring subscription Fees plus Taxes are payable on a monthly basis.
7.2. Upon the expiration of the 30-days free trial, the Customer will automatically be billed for the Services unless the Customer terminates the free-trial prior to the expiration of the 30-days free-trial.
7.3. All late payments are subjected to a penalty at the rate of 10% per annum.
7.4. If the Services is suspended due to overdue payments, Digi shall in no event be held accountable or responsible for any losses or damages whatsoever that may arise or which the Customer may suffer.
7.5. All payments shall be remitted via wire transfer to the bank account as designated by Digi in its invoice(s). Parties shall bear its own banking fees, transaction charges and other related fees or charges.
In using the altHR Services, the Customer expressly warrants and represents to Digi that:
8.1. It has the legal capacity and the requisite authority and corporate power to enter into and perform its obligations under this Terms and Conditions.
8.2. The execution and performance of this Terms and Conditions comply with all applicable laws, regulations, administrative or judicial decision or policy of the applicable government authority.
8.3 It has obtained all the necessary have obtained all the necessary business licences, permits and approvals from the relevant authorities to conduct its business and/or activities and shall maintain such business licences, permits and approvals throughout the duration of this Agreement.
8.4 It shall conduct business lawfully and shall not, among other things, be involved in any illegal, fraudulent or unlawful activities.
Neither Party is liable to the other for any consequential, incidental, indirect, punitive or special damages, including commercial loss and lost profits, howsoever caused and arising under this Terms and Conditions. Digi’s total cumulative liability for any and all claims, liabilities, losses or expenses (if any) arising out of or in connection with this Terms and Conditions shall not exceed the total amount paid by the Customer to Digi for the Services in the last immediate preceding six (6) months prior to the dispute. Notwithstanding the foregoing, this limitation shall not apply for:
10.1. Death or personal injury caused by either Party’s negligence.
10.2. Breaches of confidentiality, intellectual property rights or personal data protection
10.3. The indemnities given by a Party to the other.
Either Party shall indemnify and hold the other harmless against all claims, costs, damages, losses or liabilities resulting from personal injury or property damage caused by the defaulting Party as a result of a breach or non-observance by the defaulting Party of its covenants, undertakings, warranties and obligations under this Terms and Conditions.
Either Party may terminate this Terms and Conditions immediately by written notice in the following circumstances:
12.1. It is required by law or the other Party has breached any applicable law(s).
12.2. If the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of its creditor(s), enters into receivership, administration or any similar insolvency proceedings.
12.3. Ceases to conduct business in the normal course.
12.4. Upon occurrence of a Force Majeure Event in respect of all the Services which continues for a period of thirty (30) days.
Either Party may terminate the Services for default or breach of any material term of the Services if the defaulting Party fails to remedy the breach within sixty (60) days of the non-defaulting Party’s written notice to remedy the default or breach. In the event if this Terms and Conditions is terminated pursuant to this Clause 13 due to the default breach of either Party, the non-defaulting Party shall have the right to claim for any loss or damages suffered and costs incurred by the non-defaulting Party due to the termination.
14.1. The Customer may terminate this Terms and Conditions at any time without cause, by written notice to the other Party. In the event the Customer gives written notice to Digi that it wishes to cancel the Services in its entirety or any part of it at any time after the date of this Terms and Conditions, the Parties here to agree that Digi shall have the right to claim from the Customer and the Customer shall be liable to pay to Digi any Fees which are due and payable . The Customer shall give Digi at least sixty (60) days written notice in respect of such termination.
14.2. Digi shall have the right to terminate this Terms and Conditions without cause by providing sixty (60) days’ prior written notice to the Customer.
The Customer shall pay Digi for all Services which has been delivered or rendered to the Customer in accordance with the Terms and Conditions and the Customer’s rights to use or access to the Service shall cease.
The termination of the Services will take effect on the next billing date of the Customer (“Termination Date”), and all rights to use and access to the Service shall be ceased on the Termination Date.
The Customer acknowledges and agrees that all intellectual property (“IP”) rights in the products and Services including rights in trademarks (registered and unregistered), logos and trade names associated with products and Services belong solely to Digi and/or its licensors. Digi is the sole and exclusive owner of all the product and Services and related technologies, including, without limitation, any hardware designs, firmware, client software, software stack, tools and utilities and any IP rights related to them. The Customer shall make no claims whatsoever to any IP rights of Digi and agrees that it shall not gain any rights to any of Digi’s IP by virtue of this Terms and Conditions. The Customer shall not use any of Digi’s IP other than as expressly authorized by Digi. The Customer agrees to indemnify Digi against any losses, whether direct or indirect, for any infringement of Digi’s IP rights attributable to it arising out of this Terms and Conditions.
17.1. The Customer shall pay Digi for all Services which has been delivered or rendered to the Customer in accordance with the Terms and Conditions and the Customer’s rights to use or access to the Service shall cease.
17.2. Upon acceptance of this Terms and Conditions and/or by the continuing the use of the Services, the Customer (and where relevant, its employees) accept Digi’s Privacy Notice as set out in https://althr.my/privacy-en.
17.3. The Customer agrees to indemnify Digi against all losses, costs, expenses, damages, liabilities, demands, claims, actions and proceedings which Digi may incur arising out of a breach of this Clause by the Customer, its employees or representatives
Neither Party shall be liable for a continuous failure of thirty (30) days to perform solely caused by force majeure events beyond their reasonable control. Force majeure events include acts of God, epidemic, pandemic, explosion, flood, fire, accident, war, hostilities, invasion, act of foreign enemies, riot, civil commotion or disorder (“Force Majeure Event”). The Party experiencing a Force Majeure Event shall notify the other Party as soon as reasonably possible, and shall cooperate in minimising the impact of such Force Majeure Event.
In addition to all other rights and remedies under this Terms and Conditions, at law or in equity available to the Parties, each Party shall be entitled to exercise the right of set-off.
This Terms and Conditions shall be binding upon the permitted assigns, successors-in-title and authorized representatives of each Party.
Time wherever mentioned shall be of the essence of this Terms and Conditions.
Neither Party shall assign or transfer this Terms and Conditions or any of its rights or obligations here under, or delegate or subcontract the performance of any of its obligations under this Terms and Conditions to a third party, save for its affiliates (with written notification), without the other Party’s prior written consent.
Any notices required under this Terms and Conditions shall be sent to the addresses of the Parties as notified by each Party to the other and shall be deemed to have been received:
23.1. If delivered personally, the next business day after it has been delivered.
23.2. If sent by registered mail or courier, three (3) days after dispatch.
23.3. If sent by electronic-mail, upon successfully delivering to the e-mail address of the intended recipient. All formal notice, demand or consent from one Party to the other must always be given in any of the aforesaid methods. The Parties may however informally give notice, demand or consent to the other Party via electronic-mail.
Neither Party shall use the other Party’s name, marks, codes, drawings or specifications in any advertising, promotional efforts or any publicity of any kind without the prior written consent of the other Party.
No waiver by either Party of any right or of a breach of any provision of this Terms and Conditions shall constitute a waiver of any other right or breach of any other provision, nor shall it be deemed to be a general waiver of such right or provision or to sanction any subsequent breach thereof.
Digi may revise and/or modify this Terms and Conditions from time to time and the Customer’s continuous use of the Services shall be deemed as its acceptance to the revised and/or new terms and conditions.
Any term or provision of this Terms and Conditions which is held invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions in this Terms and Conditions which shall remain in fullforce and effect.
The expiration or termination of this Terms and Conditions will not affect accrued rights, indemnities, representations and warranties, existing commitments or any other provisions that by their nature are intended to survive the expiration or termination of this Terms and Conditions to the extent consistent with, or necessary to carry out, the purposes thereof.
Nothing in this Terms and Conditions shall be construed as creating an agency, partnership or employment relationship between the Parties, it being understood that the Parties are independent contractors vis-à-vis one another.
This Terms and Conditions shall be governed by the laws of Malaysia.
31.1. References to business days or working days mean Mondays through Fridays excluding Saturdays, Sundays, national public holidays and state public holidays in the state of Selangor.
31.2. Headings used in this Terms and Conditions are inserted for convenience only and shall not be relied on to construe the provisions in this Terms and Conditions.
31.3. Reference to this Terms and Conditions shall mean this Terms and Conditions and such other agreement or instrument as amended, modified, varied and/or supplemented from time to time.
31.4. Where the context so admits or requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders.
31.5. Reference to any statute, legislation or statutory provision shall be a reference to that statute, legislation or statutory provision as amended, modified, extended, re-enacted or replaced from time to time and including all subordinate legislation made under it from time to time.
31.6. Where any word or expression is defined in this Terms and Conditions, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.
31.7. Any technical term not specifically defined in this Terms and Conditions shall be construed in accordance with the general practice of those in that profession in Malaysia.
This Terms and Conditions constitutes the entire agreement between the Parties with respect to the subject matter under this Terms and Conditions and shall supersede all prior oral or written communications or agreements between the Parties with respect to the Services.
In the event of conflict between any terms in this Terms and Conditions, the conflict shall be resolved according to the following order of priority:
33.1. First – any accompanying documents to this Terms and Conditions including any addendums or supplemental letters issued by Digi and/or entered into between the Parties.
33.2. Second – this Terms and Conditions on the Services subscribed.
Each Party shall be liable for their own costs.
In the event of a dispute or disagreement under this Terms and Conditions, the Parties shall first attempt to resolve the matter by mutual discussions to achieve an amicable resolution or settlement. Should Parties fail to come to a resolution or settlement within thirty (30) days from the date the dispute or disagreement arose (or such other period as the Parties may mutually agree), the Parties agree to submit the matter for resolution before the exclusive jurisdiction of the courts of Malaysia.
36.1. The Customer hereby agrees that in entering into this Terms and Conditions and throughout the course of this Terms and Conditions, it shall ensure that all its employees, directors, officers and agents shall:
(a) not be involved in any conduct of Bribery in any form;
(b) not offer, give or receive bribes or improper payments, either directly or through any Third Party;
(c) not offer, give or receive Kickbacks, either directly or through any Third Party;
(d) not defraud or deceive anyone or act dishonestly;
(e) not make or offer to make any Facilitation Payment;
(f) not offer or accept any gifts, hospitality, entertainment, donations or other benefits that may or are intended to improperly influence a decision or impair independence or judgment of Public Body or the other Party;
(g) fully comply with all applicable anti-corruption laws, regulations and guidelines including but not limited to the Malaysian Anti-Corruption Commission Act 2009 and the Guidelines on Adequate Procedures issued pursuant to Section 17A(5) of the Malaysian Anti-Corruption Commission Act 2009 (as amended from time to time);
(h) immediately notify or report any improper conduct to Digi through the reporting channels as provided under Digi’s Whistleblowing Policy;
(i) not commit or be implicated of any offences under the Malaysian Anti-Corruption Commission Act 2009;
(j) keep all its employees, officers and agents informed of and ensure their continuous compliance with their obligations under this clause;
(k) ensure that periodic reviews and audit checks are conducted on their business operations to ensure that anti-corruption and anti-bribery safeguards are implemented and enforced;
(l) give full cooperation to the regulatory authorities in the event either Party is being investigated under the Malaysian Anti-Corruption Commission Act 2009; and
(m) comply with Digi’s anti-corruption policy and its anti-corruption procedures which have been made available to the Customer.
36.2. The Customer hereby confirms that to the best of its knowledge and belief, none of its owners, directors, managers, employees, agents or other persons associated with or acting on its behalf has admitted to, been investigated for, or been convicted of, any offences under the Malaysian Anti-Corruption Commission Act 2009 or any similar legislation governing anti-corruption, and/or agrees to notify and keep Digi notified in the event owners, directors, managers, employees, agents or other persons associated with or acting on its behalf has admitted to, been investigated for, or been convicted of, any offences under the Malaysian Anti-Corruption Commission Act 2009 or any similar legislation governing anti-corruption.
36.3. In the event Digi determines that there has been a breach of the provisions of the ‘Prevention of Corruption’ clause herein by the Customer, such a breach shall be deemed a material breach of this Terms and Conditions and Digi shall have the right to suspend payments or to terminate this Terms and Conditions effective immediately.
For purposes of this Clause,
“Bribery” means an inducement or reward accepted, obtained, attempted to be obtained, solicited, given, offered, promised or received in order to improperly gain any commercial, contractual, regulatory or personal advantage or influence which includes passive and active bribery.
“Facilitation Payment” means any sums of unofficial payment made to secure, expedite or facilitate an ordinary governmental action, process or procedure to a Public Body.
“Gratification” means:
(a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
(b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
(c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
(d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
(e) any forbearance to demand any money or money’s worth or valuable thing;
(f) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
(g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).
“Kickbacks” means an illicit payment made in return for facilitating a transaction, procurement of a project or furthering of a business.
“Public Body” includes the following:
(a) the Government of Malaysia;
(b) the Government of a State;
(c) any local authority and any other statutory authority;
(d) any department, service or undertaking of the Government of Malaysia, the Government of a State, or a local authority;
(e) any society registered under subsection 7(1) of the Societies Act 1966;
(f) any branch of a registered society established under section 12 of the Societies Act 1966;
(g) any sports body registered under section 17 of the Sports Development Act 1997 [Act 576];
(h) any co-operative society registered under section 7 of the Co-operative Societies Act 1993 ;
(i) any trade union registered under section 12 of the Trade Unions Act 1959 ;
(j) any youth society registered under section 9 of the Youth Societies and Youth Development Act 2007;
(k) any company or subsidiary company over which or in which any public body as is referred to in paragraph (a) to (j) has controlling power or interest; or
(l) any society, union, organization or body as the Minister responsible for the Malaysian Anti-Corruption Commission may prescribe from time to time.
“Third Party” means any individual or organisation that is not a party to this Terms and Conditions and includes business partners, actual and potential clients/customers, intermediaries, referrers of work, vendors, suppliers, contractors, sub-contractors, service providers, distributors, dealers, roaming partners, resellers, business contacts, business associates, consultants, agents or their personnel (which includes agency staff), representatives, advisers, Public Body (including their advisers, representatives and officials), politicians and political parties.
The Payroll Service Terms and Conditions (“Payroll Terms and Conditions”) herein shall be applicable to the Customer should the Customer subscribe to our Payroll service on altHR. This Payroll Terms and Conditions is in addition to the Terms and Conditions and acceptance of this Payroll Terms and Conditions shall be deemed as acceptance of the Terms and Conditions. The Customer’s continuous use of our Payroll Service is deemed as acceptance of this Payroll Terms and Conditions (including any revision, amendments and/or variations as may be made by Digi from time to time).
Payroll Service
1. The Customer agrees that the Payroll Service provided by Digi is provided on an “as is” and “as available” basis. Digi does not warrant that the Payroll Service will meet your specific requirements, will be uninterrupted or error-free, the results obtained from the Payroll Service will be accurate or reliable and the quality of such Payroll Service will meet your expectations.
2. The Customer represents and warrants to Digi that the respective employees are authorised to provide information (including the employees’ information) to Digi for purposes of using the Payroll Service. The Customer is responsible in ensuring that all data or information provided to Digi are complete and accurate, including updating Digi on any changes or updates required to the information. Digi shall not be responsible in verifying the information provided by the Customer and the Customer shall not hold Digi liable whatsoever. In the case where Digi has approved the opening of the Customer’s account(s), the information inputted in the account(s) is based on the information provided by the Customer. Digi shall not be responsible for such data or information provided by the Customer to Digi for purposes of the Payroll Service.
3. The Customer is responsible in ensuring that the payroll information submitted are correct and are in accordance with the Customer’s policies, guidelines and/or regulations where applicable. Digi will not be liable for any information or results generated to the Customer, including and not limited to any information resulting from calculation of deductions and statutory or regulatory related forms.
4. The Customer shall authorise individual(s) as “administrators” to the account(s) allocated by Digi, who may access the account(s) and manage the usage of the Payroll Service, including to submit, review, modify and approve on the Customer’s behalf. Digi shall not be responsible or held liable for any claims, costs, loss or damages suffered by the Customer as a result of the administrator(s) accessing and managing the usage of the Payroll Service including any misuse of the account(s) by the administrators. Should the administrators resign from the Customer, the Customer shall ensure that any access to the Payroll Service is ceased and the username and/or password are disabled or changed including, informing and requesting Digi for a new username, if applicable. If the employees of the Customer resigns from the Customer, the Customer shall ensure that any access to the Payroll Service is ceased.
5. The Customer and its administrator(s) shall at all times maintain security procedures in ensuring the confidentiality and protection of its account(s) and information. Digi is not liable for any misplace of compromise of the account username and/or password. In the event there had been any unauthorised access and usage of the Customer’s account(s), the Customer through its administrator(s) must notify Digi immediately at support@althr.my. Digi reserves the right to block or deactivate access to the Customer’s account(s) if Digi has reasonable grounds to believe that there any been (i) any irregularity, illegal or fraudulent activities conducted through the account(s) and/or through the usage of the Payroll Service; (ii) unauthorised access into the Customer’s account(s). The Customer is responsible for any actions or activities conducted by its administrator(s) or unauthorised users and for any transactions resulting from the Customer’s failure to ensure the security and confidentiality of its information and access to its account(s).
6. By using the Payroll Service, the Customer authorises Digi to access into the account(s) and information of the Customer in order for Digi, its contracts and/or agents to provide customer support and maintenance.
7. By virtue of using our Payroll Service, Digi does not owe any fiduciary duty to the Customer, and shall not in any way act as a representative and/or agent for and on behalf of the Customer and its business. The Customer shall be bound by its obligations under the applicable Malaysian laws, orders or regulations to disclose and/or retain records relating to the Customer’s data.
8. Digi reserves the right to reject and/or withdraw the Payroll Service from the Customer at any time.
9. Digi is authorised by the Customer to send notifications to the Customer and its employees notification in relation to their payroll information.
Fees
10. The Customer shall opt for a subscription plan offered by Digi from time to time.
11. The Customer shall pay to Digi the fees for the Payroll Service within 30 days from the date the invoice is received by the Customer.
12. Digi reserves the right to suspend the account(s) of the Customer should the Customer fail to pay the fees to Digi and the provisions under Paragraph 7 of the Terms and Conditions (Invoice and Payments) under the Terms and Conditions shall apply without any liability to Digi.