BINA CLOUD – TERMS & CONDITIONS

Effective Date: 5 January 2025

Thank you for choosing Bina Cloud, the Integrated Construction Management System ("ICMS") developed and provided by Bina Cloudtech Sdn Bhd (Company No. 201701025338), a company incorporated in Malaysia ("Bina Cloud", "we", "us" or "our"). Please read these Terms & Conditions ("Terms") carefully. By (i) issuing a purchase order ("PO") that references Bina Cloud or any quotation we have issued, (ii) clicking an "I Agree" button or checkbox, or (iii) accessing or using any part of our Services (as defined below), you (the "Customer", "you" or "your") agree to be bound by these Terms. If you do not agree, do not access or use the Services.

These Terms supersede any prior licence or subscription agreement requiring handwritten signatures for the same Services. All capitalised terms not defined in the text are defined in Clause 2 (Definitions).

1 Scope of the Terms

1.1 Services. These Terms govern your subscription to and use of (a) the Bina Cloud web and mobile applications, modules and application programming interfaces (APIs); (b) any implementation, onboarding, maintenance, training or support services we agree to provide; and (c) all documentation, updates and enhancements provided by us (collectively, the "Services").

1.2 Purchase Orders. The commercial details for each subscription (plan, modules, fees, term, number of projects, implementation scope, storage limits, training, etc.) will be set out in one or more written Quotations issued by Bina Cloud or POs issued by you (each an "Order"). In the event of conflict, the Order governs the commercial details and these Terms govern all other matters.

1.3 Effective Date & Term. These Terms take effect on the date of the first accepted Order (the "Effective Date") and continue until all Subscription Periods (defined below) and any renewals expire or are terminated in accordance with Clause 11.

2 Definitions

Term	Meaning
Customer Data	All data, drawings, documents, photos, videos, text, or other content uploaded to the Services by Customer or its Authorised Users.
Fees	The subscription fees, implementation fees, and any other charges specified in an Order or otherwise agreed in writing.
Intellectual Property Rights	Any patent, trademark, service mark, design, domain name, copyright, database right, trade secret, know‑how and all other similar rights worldwide, whether registered or unregistered.
Module	A functional component of the Services (e.g., Document Management, Project Management, BIM Integration) subscribed to under an Order.
Subscription Period	The initial and any renewal period for which you have paid the applicable Fees to access the Services, as set out in the Order.

3 Subscriptions, Fees & Payment

3.1 Fees. All Fees are non‑refundable and payable in the currency, amount and frequency stated in the Order. Unless otherwise stated, Fees exclude all taxes, duties and similar governmental assessments ("Taxes"). You are responsible for all Taxes associated with your Order other than Malaysian taxes based on Bina Cloud's net income.

3.2 Payment Terms. (a) Annual Plans: payable in advance within thirty (30) days of invoice or as specified in the Order. (b) Monthly Plans: payable by credit card on or before the monthly due date and billed automatically unless cancelled with at least thirty (30) days' notice prior to the next billing cycle.

3.3 Late Payments. We may suspend the Services for failure to pay undisputed Fees that are more than 30 days overdue.

4 Implementation, Maintenance & Support

4.1 Digital Transformation Plan. We will provide an implementation roadmap and configure the Services in accordance with the milestones in the Order. Unless otherwise stated, the initial implementation will be completed within three (3) months of the Effective Date.

4.2 Training & Support. (a) Unlimited online support via ticketing system or scheduled video call during Malaysian business days (Mon–Fri, 9 am–6 pm MYT). Response target: < 48 hours. (b) On‑site training is available upon request and will be charged at the rates set out in the Order.

4.3 Maintenance & Updates. We will maintain the Services and deploy updates, upgrades and bug fixes as released to our client base at no additional cost.

5 Licence Grant & Restrictions

5.1 Grant. Subject to timely payment of Fees, Bina Cloud grants you a limited, non‑exclusive, non‑transferable, revocable licence during the Subscription Period to access and use the Modules and features specified in your Order solely for your internal business operations.

5.2 Restrictions. You shall not (a) sublicense, sell, resell, rent, lease, transfer or distribute the Services; (b) reverse engineer, de‑compile or disassemble any part of the Services; (c) modify or create derivative works based on the Services; (d) attempt to gain unauthorised access to the Services or related systems or networks; or (e) use the Services in violation of any applicable laws. Unlimited users or storage apply only where expressly stated in the Order.

6 Ownership & Intellectual Property

6.1 Bina Cloud IP. We (and our licensors) retain all right, title and interest in and to the Services, including all software, source code, designs, documentation, trademarks and other materials, as well as any improvements or derivatives thereto.

6.2 Customer Data. You retain all right, title and interest in and to Customer Data. You grant Bina Cloud a non‑exclusive licence to process Customer Data solely to provide and support the Services.

6.3 Feedback. We may freely use, disclose, reproduce, licence and otherwise exploit any suggestion, feedback or recommendation you provide relating to the Services without obligation.

7 Confidentiality

7.1 Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own similar information, but no less than reasonable care, and not to disclose or use such information except as necessary to perform its obligations under these Terms.

7.2 Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of the receiving party; (b) was in the possession of the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the discloser's Confidential Information.

8 Data Protection, Storage & Backup

8.1 Data Localisation. Customer Data is stored and processed in Malaysia unless otherwise agreed in writing or required by law.

8.2 Security & Backup. We will implement and maintain industry‑standard technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, accidental loss, destruction or damage, including daily encrypted backups retained in a secure environment.

8.3 Retention & Deletion. Upon termination or expiry of a Subscription Period, you may export Customer Data for fifteen (15) days. Thereafter we may delete or anonymise the data unless retention is required by law.

9 Prohibited Conduct

You agree not to (a) use the Services in any manner that could damage, disable, overburden or impair our servers or networks; (b) use any robot, spider or other automated means to access the Services without our written consent; (c) use the Services to store or transmit infringing, defamatory or otherwise unlawful material; or (d) interfere with or disrupt the integrity or performance of the Services.

10 Warranties & Disclaimers

10.1 Performance Warranty. We warrant that the Services will perform materially in accordance with the then‑current documentation. Your sole remedy for breach of this warranty is for us to re‑perform the non‑conforming Services within a reasonable time.

10.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 10.1, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND UNINTERRUPTED OR ERROR‑FREE OPERATION.

11 Term & Termination

11.1 Termination for Convenience. Either party may terminate an Order at the end of its Subscription Period by giving at least thirty (30) days' written notice prior to the renewal date.

11.2 Termination for Cause. Either party may terminate these Terms or any Order immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within fourteen (14) days after receiving notice of the breach, or becomes insolvent or enters liquidation.

11.3 Effect of Termination. Upon termination or expiration of these Terms: (a) all licences granted to you terminate; (b) you must cease all use of the Services; (c) you may export Customer Data within the fifteen (15)‑day post‑termination window; and (d) all Fees due to us become immediately payable.

12 Limitation of Liability

12.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO BINA CLOUD UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

13 Indemnity

13.1 By Bina Cloud. We will defend and indemnify you from any third‑party claim alleging that the unmodified Services infringe a valid Malaysian patent, registered trademark or copyright, provided you promptly notify us in writing and grant us sole control of the defence and settlement.

13.2 By Customer. You will defend and indemnify us from any claim arising from (a) Customer Data, (b) your breach of these Terms, or (c) your use of the Services in violation of law.

14 Employee Solicitation

During the Term and for twenty‑four (24) months thereafter, neither party will, without the other party's prior written consent, solicit for employment or hire any employee of the other party who has been directly involved with the delivery or receipt of the Services, save where the solicitation results from a public recruitment campaign not specifically targeted at such employees.

15 Modifications to Terms or Services

We may update these Terms from time to time. We will notify you of material changes by posting an updated version on our website or by email. Changes will take effect on the date indicated in the updated Terms. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

16 Governing Law & Jurisdiction

These Terms are governed by the laws of Malaysia without regard to conflict of laws principles. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Malaysia.

17 Notices

All notices under these Terms must be in writing and sent by (a) registered mail or courier to the addresses on the relevant Order, (b) email to the addresses notified by each party, or (c) any other method agreed in writing.

18 Entire Agreement; Order of Precedence

These Terms, together with each Order, constitute the entire agreement between the parties concerning the subject matter and supersede all prior agreements or understandings. In the event of any conflict, the following order of precedence applies: (1) the Order; (2) these Terms; (3) any other referenced documents.

19 Contact Us

If you have any questions about these Terms, please contact legal@bina.cloud or write to:

Bina Cloudtech Sdn Bhd
L‑1‑03A, Connezion Commercial, Persiaran IRC 3, IOI Resort City, 62502 Putrajaya, Malaysia.