General Terms and Conditions ("Agreement")

This Agreement governs the use of the Bina Cloud ("Platform"), provided by Bina Cloudtech Sdn Bhd ("Provider") to its customers ("Customer"). By accessing or using the Platform, the Customer agrees to be bound by these terms. If the Customer does not agree to these terms, they should not use the Platform.

1. License and Use of the Platform

1.1. License Grant:

The Provider grants the Customer a non-exclusive, non-transferable, revocable license to use the Platform as described in the subscription plan selected by the Customer. This license is subject to the Customer's compliance with the terms of this Agreement.

1.2. Permitted Use:

The Platform is designed for managing construction projects, including project planning, documentation, and team collaboration. The Customer agrees to use the Platform solely for its intended business purposes and not for any unlawful activity.

1.3. Restrictions:

• The Customer shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
• The Customer shall not copy, modify, or create derivative works of the Platform.
• The Customer shall not transfer or sublicense the rights to use the Platform to any third party without the Provider's written consent.

2. Subscription, Fees, and Payment

2.1. Subscription:

Access to the Platform is available on a subscription basis, subject to the payment terms outlined during the sign-up process on the Provider's website.

2.2. Fees:

The Customer agrees to pay the subscription fees, which are non-refundable except as otherwise stated in this Agreement. All fees are exclusive of taxes, which will be borne by the Customer.

2.3. Payment Terms:

Payment must be made in advance according to the billing cycle selected by the Customer (quarterly, or annually). Failure to pay the subscription fees on time may result in suspension or termination of access to the Platform.

3. Maintenance and Support

3.1. Service Availability:

The Provider aims to ensure a minimum uptime of 99.5% per month, excluding scheduled maintenance or Force Majeure events.

3.2. Scheduled Maintenance:

Maintenance will be performed during non-peak hours, and the Customer will receive notice before scheduled maintenance.

3.3. Support Services:

The Provider will offer technical support via email, chat, or phone during business hours. Support response times may vary based on the severity of the issue, as specified in the Service Level Agreement (SLA).

4. Intellectual Property Rights

4.1. Ownership:

The Provider retains all rights, title, and interest in the Platform, including all related intellectual property. The Customer is granted a limited license to use the Platform, but no ownership rights are transferred.

4.2. Customer Data:

The Customer retains ownership of all data entered into the Platform ("Customer Data"). The Provider will not use, disclose, or share Customer Data except to provide the services or as required by law.

5. Data Protection and Security

5.1. Data Processing:

The Provider will process Customer Data in accordance with applicable data protection laws. The Provider will implement appropriate technical and organizational measures to ensure the security and confidentiality of Customer Data.

5.2. Backup:

The Provider will perform regular data backups to mitigate data loss risks, primarily for disaster recovery purposes. While the Provider will make efforts to restore data as needed, it does not guarantee restoration to a specific point in time. The Provider is not liable for data loss resulting from the Customer's actions or from events beyond the Provider's control.

6. Confidentiality

6.1. Confidential Information:

Both parties agree to keep all confidential information, including business information, trade secrets, and Customer Data, confidential and not to disclose such information to any third party without written consent, except as required by law.

7. Termination

7.1. Termination for Breach:

Either party may terminate this Agreement if the other party materially breaches the terms and fails to cure such breach within 14 days of receiving written notice.

7.2. Effect of Termination:

Upon termination, the Customer's access to the Platform will be disabled, and the Provider will provide a 15-day grace period for the Customer to export its data.

8. Limitation of Liability

8.1. Indirect Damages:

The Provider shall not be liable for any indirect, special, or consequential damages arising out of the use or inability to use the Platform.

8.2. Total Liability:

The Provider's total liability under this Agreement shall not exceed the amount paid by the Customer in the last 12 months of subscription.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Malaysia.

10. Modifications

The Provider may modify these terms at any time by posting the revised terms on its website. Continued use of the Platform after such modifications constitutes acceptance of the updated terms.

11. Entire Agreement

This Agreement, along with any applicable subscription terms, SLA, and privacy policy, constitutes the entire understanding between the Provider and the Customer.