Please read these Terms of Service carefully before engaging Raydhax Tech Sdn Bhd (“Raydhax Tech”, “we”, “us”, “our”) for any services. By signing a Statement of Work or otherwise engaging our services, you agree to be bound by these terms.
1. Services
Raydhax Tech provides technology consulting and delivery services including software development, managed IT services, robotic process automation, cloud engineering, data and analytics, and digital transformation advisory. The specific scope, deliverables, timeline and fees for each engagement are set out in a mutually executed Statement of Work (“SOW”) or Master Services Agreement (“MSA”).
2. Engagement and Acceptance
An engagement begins when both parties have signed an SOW or the client has provided written acceptance of a formal quotation. No work will commence based on verbal instructions alone. Any changes to scope during an engagement must be agreed in writing via a Change Order before additional work begins.
3. Fees and Payment
- Fees are as stated in the applicable SOW or quotation, denominated in Malaysian Ringgit (MYR) unless otherwise agreed.
- Invoices are due within 30 days of the invoice date unless otherwise agreed in the SOW.
- Late payments will accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.
- We reserve the right to suspend services where invoices remain unpaid after 14 days past the due date.
- All fees are exclusive of applicable taxes (including SST where applicable), which shall be added at the prevailing rate.
4. Intellectual Property
Client materials: All data, content and materials provided by the client remain the property of the client.
Deliverables: Upon receipt of full payment, Raydhax Tech assigns to the client all rights in custom work product created specifically for that engagement, except as set out below.
Pre-existing IP and tools: Raydhax Tech retains ownership of all pre-existing intellectual property, frameworks, tools, libraries and methodologies used in delivering services. Where open-source components are used, they are subject to their respective licences.
Portfolio rights: Unless otherwise agreed, Raydhax Tech reserves the right to reference the engagement and describe the nature of the work in general terms in our portfolio and marketing materials.
5. Confidentiality
Each party agrees to keep confidential any non-public information of the other party obtained during the engagement, and not to disclose it to third parties without prior written consent. This obligation survives termination of the engagement for a period of three (3) years. Confidentiality does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law.
6. Warranties and Representations
Raydhax Tech warrants that services will be performed with reasonable care and skill by qualified personnel. We will remedy material defects in our deliverables reported in writing within 30 days of delivery at no additional charge, provided the defect is not caused by client-side changes, third-party services or misuse.
Except as expressly stated, all services are provided “as is” and we exclude all implied warranties to the fullest extent permitted by law.
7. Limitation of Liability
To the maximum extent permitted by law:
- Our total aggregate liability to you for any claim arising from or related to an engagement shall not exceed the total fees paid by you for the specific SOW giving rise to the claim in the 6 months preceding the claim.
- We shall not be liable for any indirect, incidental, consequential, special or exemplary damages, including loss of profit, loss of data or business interruption, even if we have been advised of the possibility of such damages.
8. Termination
Either party may terminate an SOW for convenience with 30 days’ written notice. On termination, the client shall pay for all work completed up to the date of termination plus any reasonable costs incurred by us in winding down the engagement.
Either party may terminate immediately if the other party commits a material breach that remains uncured 14 days after written notice, or becomes insolvent.
9. Force Majeure
Neither party is liable for delays or failures to perform caused by events beyond their reasonable control, including natural disasters, government actions, telecommunications failures or pandemics, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.
10. Governing Law
These Terms and all engagements are governed by the laws of Malaysia. Any dispute shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia. The parties agree to attempt to resolve any dispute in good faith through negotiation before resorting to litigation.
11. General
- Entire agreement: These Terms together with any SOW or MSA constitute the entire agreement between the parties and supersede all prior discussions relating to the subject matter.
- Amendments: We may update these Terms from time to time. Continued engagement after notice of changes constitutes acceptance.
- Severability: If any provision is found unenforceable, the remainder of the Terms continues in full force.
- Waiver: Failure to enforce any provision is not a waiver of future enforcement.
12. Contact
For questions about these Terms:
Raydhax Tech Sdn Bhd
Menara Keck Seng, Suite 33-1, 33rd Floor, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur
Email: info@raydhax.com