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1.1. Client Account.
To be able to order SKYBIZ Services, the Client must have a valid Client Account (here after known as “Account” or “Client Account”). The Client creates its Client Account online within the SKYBIZ Website. The Client shall provide all the required information (email address, name, address, bank details, etc.), and undertakes that all of the information thus provided is correct and up to date throughout the entire duration of the Contract. When a Client Account is created and used by a third party, such person shall be considered as acting in the name and on behalf of the Client, and having full power and authority to enter into and perform this Contract on behalf of the Client.

1.2. Activation of the Client Account.
Prior to the activation of the Client Account, as well as at any time while the Contract is in effect, SKYBIZ reserves the right to verify the accuracy of the information provided by or on behalf of the Client, and to request supporting documents from the Client. SKYBIZ reserves the right not to activate, or to deactivate, the Client Account in the event that any of the information provided by the Client is incomplete, inaccurate, or fraudulent.

1.3. Orders.
Once its Client Account has been activated by SKYBIZ, the Client can order Services. Depending on Services, Orders can be sent using the SKYBIZ Website and/or directly using the Client’s Management Interface and/or using an API which SKYBIZ may provide for said purpose. The Client is solely responsible for the management of its Client Account and associated authentication credentials (user names, passwords, etc.). Any Order for Services sent from the Client Account is deemed to have been submitted by the Client and is binding on the Client. The terms and timescales for the provision of Services vary depending on the Service ordered. Some Services are made available only upon receipt by SKYBIZ of payment from the Client in advance for the relevant Services. It is the responsibility of the Client to ensure that the delivery terms for the ordered Services meet its needs.

2.1. Applicable Terms of Service.
The provision and use of the Services are governed by these Terms and Conditions of Service, the Special Terms of Services applicable to the concerned Services, any other conditions referred by the General Terms and Conditions of Service and Special Terms of Service, such as Third Party Product Terms of Use and SKYBIZ Deontological Charter, along with any other information given to the Client during the Order (“Terms of Service”). The use of Third Party Products (such as software programs, systems, applications, etc.) provided by SKYBIZ in the provision of the Services may be subject to specific terms of use (referred to as Third Party Product Terms of Use). The Special Terms of Service, and the Third Party Product Terms of Use supplement these General Terms and Conditions of Service. In the event of contradiction, the Special Terms of Service, as well as the General Terms and Conditions of Service, shall prevail over the Third Party Product Terms of Use. All of the Terms of Service in effect are available on the SKYBIZ Website, and may be sent to the Client upon request addressed to SKYBIZ Support. The Terms of Service may vary depending on the country where the Services are located.

2.2. Information related to the Services.
SKYBIZ makes available to the Client via the SKYBIZ Website, online resources which enable the Client to be informed of the characteristics of the Services offered. These resources may include, in particular,

1. information regarding various available features, configurations, options and ranges,
2. documentation, technical guides and/or examples (or use cases) on using the Services so as to facilitate better understanding and use of the Services, and
3. a forum accessible at the URL https://SKYBIZ.com.my. The Client may obtain additional information regarding the Services by contacting SKYBIZ Support in accordance with article 4 below. In cases where SKYBIZ offers Services which comply with known standards or specific regulations which apply to certain activities, SKYBIZ shall communicate its scope of responsibility as well as the conditions in which SKYBIZ complies with said standards or regulations.

2.3. SKYBIZ commitments and obligations.
SKYBIZ undertakes to exercise reasonable care and skill in providing Services in accordance with the characteristics, terms and levels of Service stated in the Contract. In particular, SKYBIZ agrees to exercise reasonable skill and care in keeping in place a competent team responsible for assisting the Client and handling Incidents (“SKYBIZ Support”), and ensuring the availability and security of Services in accordance with the applicable terms and performance levels. SKYBIZ is subjected to an obligation of means.

2.4. Subcontracting.
Subject to the provisions of the article “Localisation and Data Transfer” below, SKYBIZ may subcontract all or part of the Services to its Affiliates. Within the scope of the Contract, SKYBIZ may freely recourse to third parties (such as energy providers, network providers, network interconnection point managers or collocated datacenters, material and software providers, carriers, technical providers, security company), without having to inform the Client or sollicitate it prior approval. However, subject to contradictory provisions of Specific Terms of Service in effect or Client’s specific agreement, no performance implying access to the Content stored by the Client within the scope of the Services shall be subcontracted outside of SKYBIZ Group. SKYBIZ shall in all cases remain primarily liable for the provision of the subcontracted Services.

3.1. Compliance with the Terms of Service.
The Client agrees to order and use the Services in accordance with the Terms of Service in effect. The Services must be used in good faith. In particular, the Client undertakes to comply with these General Terms and Conditions of Service, the Special Terms of Service, and the applicable Third Party Product Terms of Use, as well as any information communicated to the Client at the time of the Order. When using the Services on behalf of a third party, or authorizing a third party to use the Service, the Client undertakes to communicate the relevant terms to that third party and procure compliance of the same by the relevant third party.

3.2. Selection of Services.
Before ordering and using the Services, the Client shall familiarize itself with all of the applicable Terms of Services (in particular, the Special Terms of Service and the Third Party Product Terms of Use), and study all of the documentation, configuration, options and ranges of services available, in order to select Services and characteristics suited to the Client's needs and those of the third parties for whom or on whose behalf the Services will be used. In particular, the Client shall verify that the Services are suited to the legal and regulatory requirements applicable to the activities performed within the scope of the use of the Services. In order to obtain any additional information regarding the Services, the Client may contact SKYBIZ Support as set out in article “SKYBIZ Support” here after. The terms and characteristics of the Services shall be updated regularly. The Client is responsible to take note of these updates, particularly when placing new orders.

3.3. Connection.
To use the Services, the Client must ensure that it has access to a remote connection (such as the Internet or a private network), which it is solely responsible for and bears the costs of. The Client is hereby informed that the Internet presents technical hazards and security risks that are external to the technical measures employed by SKYBIZ in the provision of the Services. SKYBIZ shall not be held liable for any faults by Internet access providers or other third party data transport networks (including but not limited to lack of reliability of connection lines, bandwidth fluctuations, connection interruptions, etc.), nor for the consequences of said faults, particularly in cases when they result in the unavailability or discontinuity of the Services.

3.4. Means of authentication.
The Client is responsible for the management and confidentiality of the necessary means of authentication for connecting to and using the Services. The Client shall ensure that the Users are knowledgeable of and follow standard practices which enable them to maintain the confidentiality of their authentication credentials. The Client is solely responsible for any consequences which may arise from the loss, disclosure, or fraudulent or illicit use of the authentication credentials provided to Users. SKYBIZ shall in no way be held liable in this regard. The Client undertakes to immediately inform SKYBIZ of any loss or disclosure of any authentication credentials, and immediately proceed with changing said authentication credentials.

3.5. Content.
With the exception of items provided by SKYBIZ, SKYBIZ does not intervene in the handling of information, data, files, systems, applications, websites and other items which are reproduced, hosted, collected, stored, transmitted, distributed, published, and more generally used and/or operated by the Client within the scope of the Services (collectively known as Content), and is forbidden from accessing said Content for any other purpose than as necessary for the execution of the Services. SKYBIZ does not perform any verification, validation or update operations on said Content. Likewise, SKYBIZ does not perform any particular backups of Content stored in the scope of the Services. Therefore, the Client is solely responsible for taking all necessary measures to safeguard its data in order to protect it against risk of loss or degradation regardless of cause. The Customer shall ensure that the Content is legal and used in accordance with applicable industry standards, laws and regulations. Any use of illegal or fraudulent Content (such as the distribution, publication, storage or transmission of content of sexually explicit material, content that is obscene, offensive, hateful or inflammatory, incites crimes against humanity, acts of terrorism, paedophilia, anti-Semitism, racism, or content inciting hatred or discrimination towards individuals by reason of their gender, religion, sexual orientation or identity, or disability), or the illegal or abusive use of Content (for example, fraudulent use of content, or use of content in violation of rights belonging to a third party such as personality rights, copyrights, patents, brands or other intellectual property rights) within the scope of Services is prohibited, and can lead to, at the sole discretion of SKYBIZ, the immediate suspension of all or part of the Services provided under the Contract, the deactivation of the Client Account and/or the termination of the Contract by SKYBIZ, without prejudice to SKYBIZ's other rights and remedies under the Contract or at law.

3.6. Compliance with laws and regulations – Prohibited activities.
The Client shall use the Services in a reasonable manner and shall comply with all applicable laws and regulations. Explicitly forbidden actions include, but are not limited to,

1. abuse, fraudulent or excessive use of the Services and resources made available to the Client, particularly any use of a nature that threatens the stability and security of the SKYBIZcloud systems or which can result in a degradation of the performance of the Services provided to other SKYBIZcloud clients,
2. intrusions or intrusion attempts launched from the Services (including, but not limited to, port scanning, sniffing, spoofing, and more generally, attacks on external parties originating from resources made available by SKYBIZcloud) except Penetrating Tests specifically authorized by SKYBIZcloud pursuant to these General Terms of Service,
3. any use or attempted use of spam or any other technique similar to spamming, and
4. use of illicit or prohibited content as specified in paragraph 3.5, “Content”. For clarity sake, crypto currency mining, denial of service attacks, spamming, or any other activity designed to, or capable of disrupting, damaging or limiting the functionality of any Services are strictly prohibited. This does not affect the Client’s right to use consensus mechanisms such as “proof of stake” to verify transactions in the blockchain, provided always such mechanism does not fall under the restriction set forth in paragraph (a) above.

3.7. Suspension of Services.
SKYBIZ reserves the right to suspend all or part of the Services in the event of

1. a known risk to the stability and/or security of the SKYBIZ systems or environment by the Services and/or Client Content,
2. scheduled maintenance, or
3. a request issued by a legal authority or competent judicial authority
4. noncompliance of the Client with all or part of the Terms of Services.

Said suspension may occur immediately and without prior notice in case of urgency or necessity, and particularly in the case of an event such as described in point (a) and (c) above, or in case of illicit or fraudulent use of the Services, or use that is in violation of the rights of a third party, and more generally, of any use which may bind the liability of SKYBIZ. Except in relation to cases of judicial or legal requisitioning or non-compliance with the Terms of Services, SKYBIZ shall endeavour to minimise the impact of a suspension on the normal operations of the Services. Any such suspensions shall in no way release the Client from its obligation to pay the entirety of the amounts due to SKYBIZ under the Contract, which is without prejudice to the Client’s right to engage SKYBIZ’s liability in accordance with article “Liability” here after in case such suspensions result from SKYBIZ’s failure to fulfil its obligations. The Client can consult the maintenance schedule using the interface provided for this purpose. In the event any such suspension results in a failure by the Client to fulfil its obligations under the Contract, the suspension shall take place without prejudice to SKYBIZ’s right to terminate the contract in accordance with article “Duration, Renewal and Termination of Services” here after, and without prejudice to SKYBIZ's other rights and remedies at law. Except in cases of termination or non-renewal of Services, suspensions of Services shall not result in the deletion of the Client’s data. Unless suspensions result exclusively of SKYBIZ’s failure to fulfil its obligations, the duration of the forementioned suspensions shall not count as unavailability of Services in respect with the service level agreement provided in the Agreement.

3.8. Updates to Services.
SKYBIZ may modify the Services at any time, and may add, modify or remove ranges, options or features, as well as upgrade their performance. The Services are described online on the SKYBIZ Website. The Client is responsible for keeping abreast of any updates to the Services, which are immediately applicable to any new Orders. Concerning the Services in use by the Client, the latter shall be informed by email or via its Management Interface of any substantial updates which are of a nature to downgrade said Services, at least thirty (30) calendar days before the implementation of said update. Nevertheless, modifications to Third Party Products and urgent cases (such as security risks, or legal or regulatory compliance updates) may result in immediate modifications to the Services. Subject to the article “Condition Specific to Consumers”, in case of an update that degrades existing Services in use by the Client (removal of functionality, performance downgrade, etc.), the Client may terminate the relevant Services by registered letter with acknowledgment of receipt, or through a specific form provided in its Management Interface, within thirty (30) days from the date the relevant update is implemented.

3.9. Intellectual property.
Usage rights. All of the items (software, Infrastructure, documentation, etc.) made available to the Client by SKYBIZ in the provision of the Services and during the Term of the Contract remain the exclusive property of SKYBIZ or the third parties which have granted the rights to use them. SKYBIZ grants the Client a non-exclusive licence to use the items made available to it only in accordance with and for the duration of the present Contract. With the exception of the forementioned items made available to the Client by SKYBIZ in the provision of the Services, the Client remains solely responsible for acquiring all of the authorisations and usage rights for the elements and Content (data, software, applications, systems, websites, etc.) which it uses and operates in relation to the Services. The Client and Users retain all intellectual property rights in their respective Content which SKYBIZ shall not use expect to the extent necessary for the performance of the Services. Subject to mandatory legal provisions in effect, the Client is not authorized to decompile the software, source code and algorithms used in the course of supplying the Services, notably to reverse-engineer.

3.10. Compliance with Sanctions.
3.10.1. The Client shall at all times comply with Sanctions. The Client represents and warrants that:

1. it is not, and was not previously, a person which has been designated under, targeted by, or otherwise subject to, any Sanctions;
2. it is not owned or controlled by, or acting for or on behalf of, an individual or entity which has been designated under, targeted by or otherwise subject to, any Sanctions; and
3. the Services will not be sold, exported, diverted or otherwise transferred to any individuals or entities located in countries or regions subject to comprehensive Sanctions or trade embargoes, to the governments of any of these countries or regions, or to any person or entity that is otherwise targeted by Sanctions laws, or to any person or entity that is directly or indirectly involved in acts of terrorism, or in connection with weapons of mass destruction or missile applications; and
4. it will not use, deal with, sell, supply, transfer or export, or broker the use, dealing with, sale, supply, transfer or export of the Services in a manner that would otherwise violate Sanctions.

3.10.2. The Client shall inform SKYBIZcloud immediately if any of the representations and warranties in this clause cease to be accurate in any respect at any time during the term of this Contract.
3.10.3. SKYBIZcloud is not obliged to perform any obligation under this Contract to the extent that the performance of such obligation would breach Sanctions applicable to SKYBIZcloud or expose SKYBIZ to any risk of enforcement action or punitive or restrictive measures or other adverse action under Sanctions.
3.10.4. In the event that:

1. the Client breaches any provisions of this clause;
2. the representations and/or warranties set out in this clause cease to be accurate in any respect at any time during the term of this Contract; or
3. clause 3.10.3 applies, SKYBIZcloud, in its discretion, shall be entitled to terminate all or part of this Contract, by providing written notice to the Client upon such terms and with such effect as specified by SKYBIZcloud in such written notice. SKYBIZcloud reserves the right to refuse Orders submitted (a) from countries subject to Sanctions, or (b) by citizens of those countries or individuals subject to Sanctions.

3.11. Third Party Products.
Subject to specific commitments undertaken within the scope of the applicable Special Terms of Service,

1. SKYBIZ is not responsible for Third Party Products made available within the scope of the Services which may contain technical errors, security vulnerabilities, incompatibilities or instabilities, and offers no guarantee for the Third Party Products made available by SKYBIZ to the Client in the provision of the Services (including all related information and items such as software, systems, applications, etc.), and
2. the Client is only authorised to use the Third Party Products made available to it by SKYBIZ in accordance with the terms of the Contract, and in particular is forbidden from decompiling, accessing the source code, reinstalling on any other infrastructure software or systems made available to it. The Client uses the Third Party Products entirely at its own risk, in accordance with the Terms of Service, and is responsible to ensure that such Services are suited to its needs and the purposes for which it uses them.

3.12. Continuity and Reversibility of Services.
Unless provided otherwise in the Special Terms of Service, the termination of Services for any reason whatsoever (in particular, the termination or non-renewal of the Contract, failure to comply with the Terms of Service, etc.), as well as certain operations to update or reinstall the Services, shall automatically result in the irreversible deletion of all Content (including information, data, files, systems, applications, websites, and other items) that is reproduced, stored, hosted, collected, transmitted, distributed, published and more generally used and/or operated by the Client within the scope of the Services, including any potential backup. Before the termination or expiry of the Services, and before proceeding with any delete operations, update or reinstallation of Services, the Client is solely responsible to perform any operations (such as backup, transfer to a third party solution, Snapshots, etc.) which are necessary to the preservation of its own Content. Upon request from the Client, and subject to the stipulations of the article on “Confidentiality” below, SKYBIZ shall provide any technical information concerning the Services which may facilitate reversibility operations and the Client’s Content recovery. Such provision of assistance may result in additional charges for time worked, based on the financial terms available on the SKYBIZ Website or upon request to SKYBIZ Support. However, SKYBIZ does not proceed to any operation of restitution or Client’s Contents migration. Such operations are under the Client’s exclusive responsibility. With the exception of any data which SKYBIZ must preserve in accordance with applicable laws and regulations, the data referred to in article “SKYBIZ processes” below, and any data necessary for the defence of its rights, SKYBIZ undertakes not to keep a copy of the Client's data following the termination of Services, unless otherwise agreed by the Parties or provided otherwise in the applicable Special Terms of Service.

3.13. Testing phase.
3.13.1. SKYBIZcloud reserves the right to offer services or new features as a “Test” version (hereinafter referred to as the “Test Service(s)”).
3.13.2. The Test is defined as any phase of the Service development process during which the Client is authorised to use an SKYBIZcloud service before its effective marketing, in order to contribute to its improvement and to detect any potential faults. SKYBIZcloud will carry out any required identification for a Test Service. For example, any service version on the SKYBIZcloud Website designated as an Alpha, Beta, or Gamma version by SKYBIZcloud will be considered a Test Service within the meaning of this document.
3.13.3. The Client may be asked to provide regular feedback on the use of the Service during the test phase via the different channels previously established and provided by SKYBIZcloud. The Client shall ensure that they have read and have been informed that the Test Service provided by SKYBIZcloud is in the testing phase in accordance with the common meaning of this term. Therefore, they agree to bear all risks (such as instability, malfunctions, unavailability, loss or alteration of data, etc.) associated with this phase. The Service Level Agreements (SLAs) indicated in these Special Terms and Conditions are not applicable to Test Services.
3.13.4. As such, SKYBIZcloud reminds the Client that it strongly advises against storing files that are vital or essential to their business on the Test Service for the duration of the test period. The Client agrees to not store any personal data on the Test Service.
3.13.5. The marketing and continuity of the Service after the Testing phase is not guaranteed by SKYBIZcloud. SKYBIZcloud reserves the right to suspend or terminate the Test Service, at any time and without compensation. SKYBIZcloud therefore reserves the right to restrict, limit or suspend the Test Service without warning or compensation if it appears that the Client is using the services provided to them for any activity that does not comply with SKYBIZcloud’s contractual terms or does not correspond to the purposes of the test performed as part of the Test Service.
3.13.6. If the testing phase is not renewed, SKYBIZcloud shall endeavour to inform the Client in advance and shall proceed to erase all data stored by the Client on the Test Service. When the Test Service ends, for whatever reason, SKYBIZcloud will proceed to erase all data stored by the Client on the aforementioned service.

4.1. Traffic monitoring measures.
SKYBIZcloud implements technical measures intended to prevent the sending of fraudulent emails and spam from its Infrastructure. SKYBIZcloud monitors outgoing traffic from the Service towards port 25 (SMTP server) on the Internet, involving monitoring traffic by means of automatic tools. The outgoing traffic referred in this paragraph shall be monitored by SKYBIZcloud with a delay of a few seconds, rather than being filtered or intercepted. These operations shall be conducted by SKYBIZcloud concurrently and not, under any circumstances directly between the Services and the internet. SKYBIZcloud will not conduct any tagging of e-mails, and will not modify e-mails sent by the Client in anyway whatsoever. No information shall be stored by SKYBIZcloud during these operations aside from statistical data. The operation in this paragraph shall be conducted regularly and in a fully-automated manner by SKYBIZcloud without any human intervention involved in the monitoring of traffic to port 25 (SMTP port).

4.2 Blocking e-mails identified as spam.
Should e-mail be identified by SKYBIZcloud as spam or fraudulent e-mails be sent from the Client’s server,, SKYBIZcloud shall inform the Client by e-mail and block the Server’s SMTP port.

4.3. Unblocking conditions.
The Client may request the unblocking of the SMTP port through the Management Interface. Any new e-mail identified as spam will entail a new blocking of the SMTP port by SKYBIZcloud for a longer period of time determined at SKYBIZ’s reasonable discretion. Upon the third SMTP blocking, SKYBIZcloud reserves the right to deny any further request to unblock the SMTP port.

4.4 Data.
SKYBIZcloud does not keep any copy of e-mails sent from the Service's SMTP port, even when they are identified as spam.

5.1 Protection Measures.
SKYBIZcloud implements protection against DOS and DDoS-type (Distributed Denial of Service) hacking attempts if these attacks are considered to be serious enough by SKYBIZcloud to justify such protection. In implementing such protection, SKYBIZcloud shall use reasonable endeavors to ensure that the operation of the Client’s Services is maintained throughout the duration of a DOS or DDoS attack. These measures involve monitoring the traffic sent to the Client’s Services from outside SKYBIZcloud’s network. Traffic identified as illegitimate shall then be rejected by SKYBIZcloud prior to reaching the Client’s Infrastructure, thus allowing legitimate users to access the applications offered by the Client in spite of the attack.

5.2. Scope of the protection.
The protection measures outlined in this article shall not apply in the case of attacks such as SQL injection, brute-force, abuse of security vulnerabilities, or attacks of a similar nature to the latter. Given the high technicality of the measures, SKYBIZcloud responsibility is limited to provide reasonable endeavors and certain attacks may not be detected by the protection measures implemented by SKYBIZcloud. The Infrastructure and the Service may be temporarily suspended and unavailable. Given the nature of a potential DOS or DDoS attack and their complexity, SKYBIZcloud may implement different levels of traffic protection in order to preserve its Infrastructure and the Services.

5.3. Detection of the attack.
The mitigation of a DOS or DDoS attack is activated only upon detection of the attack by SKYBIZcloud. Thus, until the mitigation is activated, the Service will face the attack directly, which may lead to the temporary unavailability of the Service. Mitigation is activated for an undefined period of time and automatically deactivated once the attack and illegitimate traffic have ended. While mitigation is activated, SKYBIZcloud does not guarantee the accessibility of the Client’s applications but it shall endeavour to limit the impact of a DOS or DDOS attack on the Client’s Services and on SKYBIZcloud’s Infrastructure. If, in spite of the activation of mitigation, a DOS or DDOS attack is of such a nature as to adversely affect the integrity of SKYBIZcloud’s Infrastructure or the infrastructure of the other SKYBIZcloud clients, SKYBIZcloud will strengthen its protection measures which may lead to the deterioration of the Client’s Services or impacting its availability for which SKYBIZcloud shall not be liable. All or part of the traffic generated by the attack may not be detected by SKYBIZcloud and may therefore impact Client’s Services.

5.4. Client’s configuration.
The effectiveness of the mitigation depends also on the appropriate configuration of the Client’s Services. In this regard, the Client must ensure that it has the adequate resources to administer the configuration of the Client’s Services properly. The Client shall be solely responsible for ensuring it secures its Services, implementing security tools (firewall, etc.), periodically updating their system, backing up their data and for ensuring the security of their software (scripts, codes etc.).

6.1. The SKYBIZ Support team.
The SKYBIZ Support team is responsible for handling Incidents which may occur in relation to the Services, and to provide the Client, upon request, with information regarding the characteristics and Terms of Services. Provided the other levels of Support referred to in article 6.4 below, SKYBIZ Support is available in Malaysia only and information regarding the Services is available during business hours only. Incidents are handled 24/7, 365 days a year. In order to ensure the continuity of Incident handling on a 24/7/365 basis, SKYBIZ reserves the right to subcontract part of the Support in accordance with articles “Subcontract” and “Handling Data of a Personal Nature”.

6.2. Recourse to SKYBIZ Support.
The Client may contact the SKYBIZ Support by email, using a special form available in the Management Interface, or by telephone by calling office telephone number. Nevertheless, during non-business hours, the SKYBIZ Support team can only be reached by email or through the Management Interface. SKYBIZ shall create a ticket (“Incident Ticket”) for each request or Incident report received. The Client shall be informed by email of the creation of the Incident Ticket and its corresponding number. The Client can access the history and status of its requests and Incidents reported through its Management Interface. The Client undertakes not to make use of the SKYBIZ Support wrongfully. Before resorting to the SKYBIZ Support, the Client must first consult the resources and information available on the SKYBIZ Website (user guides, use cases, product documentation, etc.), and in its Management Interface (reporting, monitoring, etc.). The Client shall not (a) contact the SKYBIZ Support for services or products that it has not contracted from SKYBIZ directly or(ii) place the SKYBIZ Support teams in direct contact with its own clients or any other party external to the Contract. SKYBIZ reserves the right to refuse to accept any request which does not meet the aforementioned conditions. The Client undertakes to adopt behaviour that is appropriate, cordial and respectful in its interactions with SKYBIZ Support. SKYBIZ reserves the right to no longer reply to the Client’s requests and to immediately terminate the Contract in case of abusive, outrageous, or degrading behaviour. Furthermore, such behaviour may result in legal action taken against the Client, for which purposes SKYBIZ may resort to any means of evidence which it deems useful and relevant (extracts of communications with the Client, screenshots, emails, recording of telephone calls, etc.). Subject to the other levels of Support referred to in article 6.4 below, SKYBIZ Support is included in the price of the Services.

6.3. Incident handling.
In case of malfunction of the Services, the Client shall firstly perform the technical tests recommended on the SKYBIZ Website. In the event these tests do not resolve the Incident, the Client may report the Incident to the SKYBIZ Support as set out above, and provide as much information as possible to facilitate a proper diagnosis. When an Incident is reported, SKYBIZ Support shall carry out the necessary investigation to identify the cause of the observed malfunction and establish a diagnosis. The Client agrees to remain available at all times in order to collaborate with SKYBIZ on a proper diagnosis and resolution of the Incident, in particular by providing SKYBIZ with any additional information, and by performing all of the necessary tests and verifications. Within the scope of Incident handling, SKYBIZ and its Partner Companies are expressly authorized by the Client to connect to the Client Services at both the hardware and software levels, in order to take any action that is necessary to perform a diagnosis. This connection may require the Client to perform an action on its Service. SKYBIZ shall keep the Client reasonably well-informed of the progress of the operations. If SKYBIZ establishes that its Services are available and functioning properly, or that the existence of the Incident cannot be confirmed, or that the Incident does not fall under the responsibility of SKYBIZ, SKYBIZ shall inform the Client accordingly. In this case, the time spent by SKYBIZ on performing the diagnosis and assisting the Client may be charged to the Client as an additional service provided, based on the fee schedule available on the SKYBIZ Website or provided to the Client. SKYBIZ reserves the right to refuse any assistance if it ascertains, during its investigation, that the Client is using the Service in violation of the Contract or of any applicable law or regulation. If the Incident appears to fall under SKYBIZ’s responsibility, SKYBIZ shall finish the diagnosis and work to re-establish the availability of the impacted Services. In this case, the work performed by SKYBIZ shall not result in any additional charges. The diagnosis shall be established by SKYBIZ using any means necessary, and particularly based on exchanges between the Parties and data from the SKYBIZ information system (such as login data) which the Client hereby expressly agrees may be admissible and fully enforceable. Subject to any applicable Special Terms of Service and other levels of Support referred to in article 6.4 below, SKYBIZ does not provide any warranty as to the duration of repairs or time frames for the resolution of Incidents within the scope of the SKYBIZ Support.

6.4. Other levels of Support.
In addition to the SKYBIZ Standard Support described above, SKYBIZ offers other levels of Support which allow the Client to benefit from additional services and levels of commitment. The terms and conditions for these Support levels are described in Special Terms of Service and corresponding documentations available on the SKYBIZ Website or upon request to SKYBIZ Support.

7.1. Ability.
Each of the Parties warrants and represents that it has full power and authority to enter into and perform the Contract. In particular, the Client and SKYBIZ represent and warrant that it holds all of the authorisations, skills and knowledge (particularly of a technical nature) which enable them to respectively use and provide the Services in accordance with the terms and conditions of the Contract.

7.2. Responsibility of SKYBIZ.
In cases where the applicable Special Terms of Service include commitments from SKYBIZ to particular levels of service, the corresponding payments or credits which may be due by SKYBIZ to the Client shall constitute the Client's sole and exclusive remedy for SKYBIZ’s failure to comply with the level of service committed to in the relevant Special Terms of Service and SKYBIZ's entire liability for failing to meet the relevant level of service. In the absence of an applicable commitment to a given level of service under no circumstances shall the total aggregate liability of SKYBIZ to the Client (however arising) under or in relation to this Contract, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise, exceed the total amount of sums paid by the Client to SKYBIZ for the impacted Services over the course of the [six (6) months prior to the Client’s claim for compensation].

7.3. Limitation of liability.
To the extent permitted by applicable law, under no circumstances shall SKYBIZ be liable under or in connection with this Contract for any:

1. use of the Services by the Client or a third party which is in breach of the terms and conditions of the Contract;
2. non-execution, failure, malfunction or unavailability of the Services resulting from actions by a third party (excluding SKYBIZ subcontractors), the Client, a Third Party Product, or the Client’s failure to fulfill its obligations;
3. indirect or consequential loss or damage whatsoever;
4. loss of business, (including commercial damages or problems, lost orders, operational losses), loss of revenue, loss of reputation (including harm to the company’s image), loss of actual or anticipated profits, loss of contracts or Clients, loss of the use of money, loss of opportunity, loss of goodwill, loss of, damage to or corruption of data (such as, untimely disclosure of confidential information concerning them resulting from a vulnerability or hacking of the system, legal action by a third party against the Client, etc.), in each case regardless of whether any of the types of loss or damage listed in this paragraph (D) are direct, indirect or consequential.
5. loss, disclosure or illicit or fraudulent use of Users’ authentication credentials by the User or any third party;
6. suspensions of access, or temporary or permanent suspension of operated Services in accordance with article 3 of these General Terms and Conditions of Service (notably a request issued by a legal authority or a competent judicial authority);
7. loss of, damage to, alterations of all or part of the Content (including information, data, applications, files or other items) hosted on the Infrastructure and noting that SKYBIZ is not responsible to perform the continuity of the Client’s activities and notably backup operations;
8. lack of suitability of the Services to the needs of the Client (including in relation to the sensitivity of the relevant data);
9. security incidents related to the use of the Internet, particularly in case of loss, alteration, destruction, disclosure or unauthorized access of Client data or information on, or from, the Internet;
10. impairment of systems, applications and other items installed by the Client on the Infrastructure,

7.4. Responsibility of the Client.
The Client bears the risks related to its activities and is sole responsible for the use of the Services made available by SKYBIZ and for compliance with the Terms of Service in effect, including procuring that any third party that uses the Services, or on whose behalf the Service are used, comply with such Terms of Service. In particular, the Client is responsible for

1. ensuring the Services ordered are suited to its needs and the needs of third parties for whom or on whose behalf they are used,
2. the Content, such as information, data, files, systems, applications, software, websites, and other elements which may be reproduced, hosted, installed, collected, transmitted, distributed or published, and more generally used and/or operated within the scope of the Services, as well as
3. the management and use of said Content (in particular their verification, validation, updating, deletion, backup, and along with any measure designed to protect against the loss or alteration of the Content), including when the Content belongs to a third party or is used or operated by or on behalf of a third party, and
4. compliance with applicable laws and regulations, as well as the Deontological Charter. When the Client uses the Services in the scope of a business activity, or when acting on behalf of a third party, it undertakes to take out a third-party insurance policy, from an insurance company known to be creditworthy, covering the entire amount of damages which may be imputed to it, and undertakes to maintain that insurance policy (or any other equivalent insurance) for the entire duration of the Contract.

7.5. Guarantee.
Each Party guarantees it practices activities complying with the regulation in effect. The Client guarantees notably SKYBIZ against any consequences resulting from

1. the use or exploitation of illicit content within the scope of the Services,
2. fraudulent use of the Services or use that does not comply with the Terms of Services in effect or any applicable laws and regulations,
3. the use of Services made in violation of third party rights,
4. the lack of suitability of the chosen Services to its needs or the needs of its Users and of any third party on whose behalf the Services are used, or
5. the loss of, or unauthorized or fraudulent use of, Users’ authentication credentials. The Client undertakes to take appropriate action in the event of any action, claim or complaint by a third party relative to the Content and/or the Terms of Service, including those by legal or judicial authorities, and to indemnify and hold harmless SKYBIZ against any damages, losses and expenses which may result therefrom (including legal judgements, reasonable legal defence costs, etc.).

7.6. Third Parties.
Under the present Contract, SKYBIZ makes no commitment towards any third parties, including Users, and no stipulation of the Contract may be interpreted as creating third party beneficiaries of the present Contract (including but not limited to under the Contracts (Rights of Third Parties) Act, Chapter 53B of Malaysia). The Client is solely responsible for its relationship with any third parties (notably the Users of the Services), and shall indemnify and hold harmless SKYBIZ against any action, claim or complaint taken by a third party which implicates the SKYBIZ Services. The Client undertakes to notify SKYBIZ in writing, as quickly as possible, of any claims, complaints and/or legal action taken by a third party which implicates the SKYBIZ Services, detailing the subject matter of the claim as well as any useful information so that SKYBIZ may communicate to the Client any items in its possession which may be useful. SKYBIZ reserves the right to take part into such litigations.

7.7. Force majeure.
For the purposes of this article 7.7, "Affected Party" means a party to this Contract which is affected by, or which claims to be affected by, a Force Majeure Event. "Force Majeure Event" means an event the occurrence of which is beyond the reasonable control of the Affected Party, including (without limitation) the following:

1. Act of God (including earthquake or other natural disaster), act of terrorism, war or warlike operations, civil unrest or riot;
2. [default of third parties, industrial action [(other than of the Affected Party’s own workforce)], fire, flood, explosion or malicious damage, or failure of plant or equipment (but only to the extent that any of these is beyond the reasonable control of the Affected Party)]; and
3. change of law, regulation or industry standard, or governmental order or direction.

Neither Party shall be in breach of this Contract nor liable for any delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. In such circumstances, the Affected Party shall inform the other Party as quickly as possible in writing, detailing the circumstances and the expected duration of the Force Majeure Event, and shall keep the other Party regularly informed of the status of the situation. If, despite the efforts of the Affected Party in breach, the period of delay or non-performance continues for more than thirty (30) consecutive days, the Party not affected may terminate without liability whatsoever all or part of the Services affected by the Force Majeure Event [with immediate effect] by giving notice to the Affected Party.

8.1. Price of Services.
The prices of the Services invoiced to the Client are those in effect at the time of invoicing, as published on the SKYBIZ Website. The prices may also be communicated upon request sent to SKYBIZ Support. Unless stipulated otherwise, all prices are in US Dollars. SKYBIZ offers different types of rates depending on the type of Service (monthly flat-rate, yearly flat-rate, per use pricing, etc.). These rates may be linked to a commitment to a particular period of use and/or a specific method of invoicing. Should several types of prices be available for the same Service, the Client may select the one of its choosing when submitting its Order. When prices are listed excluding taxes (in particular, prices for Services designed for businesses), the SST as well as all other taxes applicable to the Services (excluding taxes on SKYBIZ revenue) shall be added to the price of the Services and due by the Client without this being deemed a change in the price as envisaged by article 8.2 of this Contract. In the absence of a special pricing scheme, the prices of the Services shall include the cost of acquisition of the licenses and rights to use the tools, software and Operating Systems used by SKYBIZ and/or which are made available to the Client by SKYBIZ within the scope of the Services. The Client is responsible for acquiring and fulfilling its obligations in respect of all licenses and usage rights that are necessary to operate or make use of the Content within the scope of the Services. The methods for calculating the price of the Services, as well as the billing units, are defined on the SKYBIZ Website and in the applicable Special Terms of Service. The Client is responsible for taking note of this before submitting its order. Each billing unit begun shall be invoiced and due in full, even when it is not totally used. Some Services shall incur additional installation or commissioning costs.

8.2. Changes to prices.
SKYBIZ reserves the right to change its prices at any time .Pricing changes are immediately applicable to any new Orders. For Services in use at the time of an increase in their price, the Client shall be informed of the change by email at least thirty (30) calendar days in advance. In such a case and subject to article “Conditions Specific to Consumers” the Client has the right to terminate without penalty the impacted Services within thirty (30) calendar days upon the notification of the said price increase. Such termination shall be notified by registered letter with acknowledgement of receipt or through a specific form provided in the Management Interface. In the absence of said termination, the Client shall be deemed to have accepted the new prices. The aforementioned termination right is not applicable in case of price increase due to unpredictable circumstances provided that in such circumstances, the Parties shall discuss in good faith the price increase.

8.3. Invoicing.
The Services shall be invoiced on the basis of Client Orders and consumption of Services as established by SKYBIZ in its information system, which shall be deemed as admissible and fully enforceable to the Client. The periodicity (monthly, yearly, or other) of invoices and the timing of their issuance (upon ordering or in arrears) varies from one Service to another. The terms of invoicing of the prices of the Services are defined on the SKYBIZ Website and in the applicable Special Terms of Service. The Client is responsible for taking note of these before submitting its Order. After each payment, SKYBIZ shall send the Client an invoice. The Client expressly agrees that this invoice shall be sent to it electronically. The invoice is sent to the Client by email and/or made available to the Client through the Management Interface. The Client is responsible for keeping a copy of the invoice in accordance with regulations in effect. Invoices made available to the Client in the Management Interface shall remain available for a period of twelve (12) months following the date made available.

8.4. Payment.
Invoices are payable on receipt, it being understood that invoices are issued either at the time of the Order, or in arrears, depending on the Service. The Client is responsible for selecting its desired payment method from among the available payment methods in the Management Interface. The available payment methods may vary from one Service to another. The Client is responsible for taking note of this before submitting its Order. In relation to Services payable in arrears, SKYBIZ reserves the right to invoice the Client for said Services before the end of a calendar month in the event that the total Services consumed by the Client during the month in question reach a significant amount. The Client is fully responsible for payment of Services in accordance with the article “Financial Conditions”. The Client undertakes to select a valid payment method in its Client Account, and to dispose of the necessary funds to render payment for the Services. Provided the cancellation right of article “Conditions Specific to Consumers”, the Client remains liable to settle the price in its entirety and shall have no claim to any reimbursement resulting from the non-use, the partial-use, suspension or cessation of the use of Services before the end of the Period of Use which is without prejudice to the Client’s right to engage SKYBIZ’s liability in accordance with article “Liability” hereafter in case such situation results from SKYBIZ’s failure to fulfil its obligations. All payments are processed by Smartship Technology Sdn. Bhd. located at Block J-6, Level 3A, SetiaWalk, Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia.

8.5. Default or late payment.
In case of default or late payment, including partial payment, the Client shall be liable to pay late payment penalties due the day following the payment due date and SKYBIZ shall have the right to charge interest on the overdue amount at 1.5 (1.5) time the applicable statutory interest rate in Malaysia, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgement. In addition, the Client shall be liable to reimburse to SKYBIZ any reasonable recovery cost incurred by SKYBIZ in order to be paid. Furthermore, any default or delay of payment (including partial) of the sums due by the Client under the Contract which persists for more than four (4) days after notification of default or delay of payment sent to the Client by email, shall result by right, and without requiring any additional notification or formal notice, in (a) the immediate demand of all of the sums remaining due by the Client under the Contract regardless of their payment terms, and (b) the right of SKYBIZ to decide to immediately suspend and without prior notice all or part of the Client Services (including those which have been paid for), to refuse any new Order or renewal of Services to the Client and to terminate all or part of the Contract.

8.6. Contestation.
In the event of any disagreement regarding invoicing or the nature of the Services, the Client must notify SKYBIZ Support through its Management Interface within one (1) month of the date the invoice was issued. In the absence of said notification, and without prejudice to the Client’s right to contest the invoice later on, the Client shall be liable to settle all unpaid invoices according to the terms of the Contract. In case of failure to invoice the Services correctly or in the appropriate timeframe, SKYBIZ reserves the right invoice or correct the invoicing at any time, subject to any mandatory applicable limitation.

9.1. Duration of Services.
The Contract is entered into for an indeterminate period of time and remains in effect so long as the Client uses the SKYBIZ Services. The duration for which the Client undertakes to use the ordered Services is that which is applicable to the rate selected by the Client when submitting its Order (the “Period of Use”). In case of flat-rate or fixed sum payments (monthly, annual or other), and subject to Article “Conditions Specific to Consumers” and section “Termination for breach”, the Client undertakes to use the Services during the entire corresponding period.. In case of payment per use, the Services are made available for an indeterminate period of time, and the Client may terminate its use of the Services at any time in accordance with the procedures in effect.

9.2. Renewal of Services.
The terms for the renewal of Services vary from one type of Service to another, as set out below. Some of these renewed automatically (“Auto-Renew”) while others are renewed upon payment in advance by the Client. In cases where multiple options exist, the Client is responsible for selecting the renewal method of its choosing. For certain Services, the Auto-Renew mode is activated by default. Requests for reissued payment are automatically rejected in case of default in payment or irregular payment (incorrect amount, incomplete payment, payment which does not include the required references, or issued using a method or procedure not accepted by SKYBIZ). In case of payment reissued by cheque, the Client is responsible to reissue payment early enough for the cheque to be effectively received by SKYBIZ before the expiry date of the Services. SKYBIZ reserves the right to terminate the renewal, notably, with a reasonable prior notice, in case of a Service’s disappearance.

9.3. Termination for breach.
Without prejudice to the other cases of termination provided in the Contract, and without affecting any other right or remedy available to it, either Party may terminate this Contract with immediate effect by giving written notice to the other Party if the other Party commits a breach of any term of this Contract and fails to remedy that breach within a period of seven 7 calendar days after being notified by registered letter with acknowledgement of receipt to do so. Not with standing the foregoing, in case of malicious, illegal or fraudulent use of the Services, or use made in violation of the rights of a third party, SKYBIZ shall be entitled to terminate the relevant Services or the Contract in its entirety with immediate effect by email and without prior formal notice. The present paragraph shall not be considered to be a waiver of SKYBIZ’s right to suspend or interrupt the Services in accordance with the provisions of the Contract, particularly in case of non-compliance by the Client with the Terms of Service. Terminations for breach are without prejudice to any damages which may be claimed by the injured party.

10.1. Compliance with applicable regulations.
The Parties undertake to comply with the legal and regulatory provisions in force concerning computing, files, and privacy, and particularly the Personal Data Protection Act (n°26 of 2012) and any future applicable regulation. With respect to the handling of data of a personal nature for which each Party is responsible, each Party undertakes to perform all of the required procedures (e.g notification) relative to any competent entity, and to respect the rights of the concerned persons (in particular, the right of information, access, correction and deletion of data). The Client, who remains solely responsible for its choice of Services, shall ensure that the Services have the required characteristics and conditions which allow it to handle data of a personal nature which may be processed in the course of the use of the Services, in accordance with regulations in effect, and particularly, when the Services are used for processing sensitive personal data (such as health data). When SKYBIZ offers Services which allow the Client to handle data of a personal nature that is subject to legal provisions or specific regulations, SKYBIZ shall communicate to the Client, SKYBIZ scope of responsibility and the conditions in which SKYBIZ complies with said standards or regulations.

10.2. Processes performed by or on behalf of the Client.
10.2.1. Responsibility for processes. The Client is solely responsible for the processes which handle data of a personal nature performed on its behalf within the scope of the Services, whether by itself, by SKYBIZ, or by a third party. The handling of data of a personal nature performed by SKYBIZ on behalf of the Client within the scope of the execution of the Services (in particular the provision of support services), shall be undertaken by SKYBIZ in the capacity of a subcontractor and data processor and under the instructions of the Client only.
10.2.2. Security. SKYBIZ shall take, in accordance with the terms and conditions of the Contract, all appropriate precautions to protect the security and confidentiality of the data of a personal nature to which it has access, and particularly to prevent unauthorised or unlawful processing, accidental loss or destruction of or damage to that data. In this respect, SKYBIZ undertakes to neither access nor use the Client’s data for any purposes other than as needed to carry out the Services (and, in particular, in relation to Incident management purposes). SKYBIZ may be required to communicate the said data to judicial or legal authorities, notably in case of requisitions. In such case, and subject to be prevented by a legal provision or a competent authority’s injunction, SKYBIZ undertakes to inform the Client and to limit the communication of data to what authorities have expressly requested. SKYBIZ undertakes to establish

1. physical security measures intended to prevent access by unauthorized persons to the Infrastructure where the Client data is stored,
2. identity and access checks using an authentication system as well as a password policy,
3. a permissions management system which limits access to the premises to those persons which need to access them in the course of their duties and within their scope of responsibility,
4. security personnel responsible for monitoring the physical security of SKYBIZ premises,
5. a system that physically and digitally isolates Clients from each other,
6. user and administrator authentication processes as well as measures to protect access to administration functions,
7. a permissions management system for support and maintenance operations that operates on the principle of least privilege and need-to-know, and
8. processes and measures to trace all actions performed on its information system and to report any incident having consequences on the Client’s data, provided that such processes and measures comply with the regulation in effect. The Client is responsible for ensuring the security of resources, systems and applications which it deploys within the scope of the use of the Services, and, in particular, is responsible for setting up data filtering systems such as firewalls, update deployed systems and software, manage access rights, configure resources, etc. SKYBIZ shall in no way be responsible for security incidents linked to the use of the Internet, in particular (but not limited to) in case of loss, alteration, destruction, disclosure or unauthorized access to the Client’s data or information.

10.2.3. Location and Transfer of data. In cases where the Services allow the Client to store Content, the location(s) or, geographic area, of the available Datacenter(s) are specified on the SKYBIZ Website. Should several locations or geographic areas be available, the Client shall select the one(s) of its choosing when submitting its Order. Subject to the applicable Special Terms of Service, SKYBIZ forbid itself to modify, without the Client’s consent, the location or geographic area chosen when submitting its Order. Subject to the previous provision related to the Datacenter’s location, SKYBIZ Affiliates including SKYBIZ Affiliates located outside Malaysia, are allowed to access to the Client’s hosted personal data within the scope of the Services as needed for the carrying out of said services, and in particular, in relation to Incident management purposes. The list of the Affiliates likely to take part in the carrying out of the Services is published on SKYBIZ Website or provided on Client’s request by the SKYBIZ Support.

10.2.4. Audits. SKYBIZ undertakes to make available on the SKYBIZ Website, or on Client’s request to the Support, information concerning the Security Measures implemented within the scope of the Services, in order to allow the Client to ensure that these measures correspond to its needs or those of its Users or any third parties on whose behalf the Services are used. In cases where the Services are certified or subject to specific audit procedures, SKYBIZ can make the corresponding certificates and audit reports available to the Client. Certain Services are eligible for On-Site audits under the conditions provided for in the applicable Special Terms of Service. The aforementioned Services may result in additional invoicing.

10.3. SKYBIZ processes. Within the scope of the Services, SKYBIZ SAS collects data of a personal nature from the Client. This data is processed for the purposes of

1. managing the Client-SKYBIZ relationship (invoicing, assistance and maintenance of Services, commercial management, archival, telephony, quality, security and performance of services, recovery, etc.), and
2. compliance with regulations applicable to SKYBIZ. SKYBIZ undertakes not to use the data collected in this way for any other purpose than those mentioned above.

However, SKYBIZ may be required to communicate the data to judicial and/or legal authorities within the scope of official requisitions. In such a case, except where prevented from doing so by legal provisions, SKYBIZ undertakes to inform the Client of this action, and to limit the data that is sent to only that which is expressly requisitioned by said authorities. Data which is processed for purposes of managing the relationship between the Client and SKYBIZ are comprised of information such as the last name, first name, postal address, email address, and phone numbers of Client employees, and are retained by SKYBIZ for the entire duration of the Contract as well as for thirty-six (36) months thereafter. User login and identification data is retained by SKYBIZ for twelve (12) months. Other data of a personal nature collected and processed by SKYBIZ in order to comply with its legal obligations are retained in accordance with applicable laws. Within the scope of the purposes defined above, the Client accepts that its aforementioned personal data can be transferred by SKYBIZ to its Affiliates which participate in the execution and development of the Services, including Affiliates located outside of Malaysia.

11.1. Commitments.
Each of the Parties undertakes, as concerning the confidential information of the Party of which it is recipient or to which it has access within the scope of the execution of the present Contract, to

1. only use said confidential information for the sole purposes of the execution of the Contract,
2. preserve the confidentiality of said information with the same degree of care as if it were its own confidential information, and
3. give access to said confidential information only to their respective associates and Affiliates who need to know the information as part of their function on the condition that these recipients have received prior notification of the confidential nature of said information and are linked by a confidentiality agreement at least as equivalent as this Contract. Each Party is also allowed to communicate the other Party’s confidential information to its counsels as long as they belong to a regulated profession (e.g. lawyers, barristers, certified accountants and auditors). Each Party forbid itself to divulgate the other Party’s confidential information to other persons than those referred to above without the prior written consent of the other Party, and warrant the respect of the confidentiality of said data by every person to whom it divulgates it. Shall be considered confidential the Contract’s provisions and all information communicated between the Parties, or to which the Parties have access in the scope of the execution of the Contract and in any form whatsoever and the nature (notably financial information and marketing, trade secrets, know-how, information related to security and to the terms of use of the Service). To be considered as a confidential information, it is not necessary that the confidential nature of the information be mentioned on the document or other media containing the information or precised when the information is divulgated.

11.2. Exceptions.
The confidentiality commitments defined above shall not apply to information for which the recipient Party can demonstrate that

1. the recipient Party became legitimately aware of the information without being required to keep them confidential prior to the other Party having communicated the information or provided it with access to the information, or
2. the information is in the public domain or falls into the public domain during the course of the execution of the Contract by means other than a failure by the recipient Party (or persons for which it is responsible) to fulfil its confidentiality obligations under the present Contract, or
3. they were communicated to the recipient Party by a third party having the authority to disclose them and which did so legitimately,
4. they result from developments performed by the recipient Party and/or by its employees independently of the execution of the Contract, or
5. the divulgation of the said information was authorised by the other Party as provided in the Contract’s provisions. Not with standing the preceding, each of the Parties reserves the right to disclose information received from the other Party (a) strictly within the limits necessary to defend its rights, it being noted that in such cases, the confidential information of the other Party shall be retained for the time legally required for their use as evidence, and can only be disclosed to those persons who need to know them within the course of the legal action or procedure in question (judges, lawyers, etc.), those persons being bound by professional secrecy or otherwise by a confidentiality agreement, or (b) at the request of a competent legal or judicial authority, it being specified that in such cases, disclosure shall be strictly limited to the request of said authority, and, subject to any legal requirements or injunctions to the contrary, the recipient Party shall inform the other Party of said request.

12.1. Severance.
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this article 12.1 shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.2. Titles.
The article and paragraph headings are for convenience only and shall not affect the interpretation of this Contract.

12.3. Waiver.
No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.4. Entire agreement.
The Contract is made up of the Terms of Services which constitute the entire agreement between the Client and SKYBIZ in relation to its subject matter, excluding any Client’s general terms and conditions. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written. Each party acknowledges that in entering into this Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party (whether innocently or negligently) in relation to the subject-matter of this Contract at any time before its signature (together "Pre-Contractual Statements"), other than those which are set out in this Contract. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such PreContractual Statements. Nothing in this article 12.14 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 10.5. Contractual documents changing. SKYBIZ may, at any time and by right, amend the Terms of Service in effect. Such amendments are immediately applicable to every new Orders. About those Services in use, the Client shall be notified via email or through its Management Interface of any amendment to the Terms of Service in effect. Changes to the Terms of Service are in effect within thirty (30) calendar days from the date the aforementioned notification is sent. Notwithstanding the foregoing, any change to Third Party Product Terms of Use and any implementation of a new regulation may be immediately applicable to the extent SKYBIZ does not control such events. Subject to conditions applicable to Consumers, in cases where new Terms of Service are unfavourable to the Client, the latter may, terminate the Services affected by the notified amendment within thirty (30) calendar days from the new Terms of Services are in effect. Such termination shall be notified via registered letter with acknowledgement receipt or the form provided in the Management Interface.

12.5 No Partnership or Agency.
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

12.6. Assignment.
Neither Party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the prior written consent of the other Party Notwithstanding the foregoing, each Party shall be entitled to transfer all or part of the Contract to its Affiliates. In this case, it shall notify the other Party in writing as soon as reasonably practicable. The following operations are deemed not to fall within the scope of application of the present article, and are therefore authorised: (a) changes in shareholders, changes of holdings, or change of control of either Party, and (b) operations such as mergers, acquisitions, sale of business assets, divestments, or any other operations which involve a transfer of the assets of either Party. If one of the Parties performs one of the operations mentioned in point (a) or (b) above, it shall inform the other Party. If the operation is realised to the benefit of a direct competitor of the other Party that other Party shall have the right to terminate the Contract, and no damages shall be due.

12.7. Notices.
For all exchanges of information by email, the date and time of the SKYBIZ server shall be accepted by the Parties. This information shall be retained by SKYBIZ for the entire duration of the contractual relationship and for the three (3) following years. Subject to the other means of communication and recipient mentioned in the Contract, all notifications, formal notices and other communications provided for in the Contract shall be deemed as having been validly delivered if they are sent by to:

1. For SKYBIZ: admin@SKYBIZ.com.my
2. For the Client: By registered letter with acknowledgment of receipt the postal address provided bythe Client in its Client’s account or by email address This article does not apply to the service of any proceedings or other documents in any legal action or, whereapplicable, any arbitration or other method of dispute resolution.

12.8. Advertising and promotion.
Unless otherwise decided by the Client via the form available for such purpose in its Management Interface, SKYBIZ is allowed to make mention of its commercial relationship with the Client in its usual course of business towards clients and prospects. Any other mention by SKYBIZ about the Client, and any other use of signs (logos, trademarks, etc.) notably for advertising purposes, exhibitions, conferences and in specialised publications for market professionals, as well as in its brochures, commercial documents and SKYBIZ website is submitted to Client’s prior consent.

12.9. Admissible evidence. It is expressly agreed that the data of the SKYBIZ information system or of its subcontractors, such as login logs, consumption records, order and payment summaries, Incident or other reports, can be used as evidence vis-à-vis the Client, and are deemed as admissible including in the context of legal disputes.

12.10. Computation of time frames. Time periods shall be calculated in calendar days, and are countedstarting on the next day of the event which triggers them.

13.1. Jurisdictional competence.
Each Party irrevocably agrees that the courts of Malaysia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including any disputes or claims relating to non-contractual obligations).

13.2. Applicable law.
his Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including disputes or claims relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of Malaysia, provided that if the Client is a consumer, the Client will benefit from any mandatory provisions of the law of the country in which the Client is resident. Nothing in the Contract, including this article 11.2, affects the Client's rights as a consumer to rely on such mandatory provisions of local law.

This article 14 applies only to Clients who are considered consumers under applicable consumer protection legislation, and supplements the other provisions of these General Terms and Conditions of Service, which remain fully applicable to said Clients subject to the provisions to which article 14.2 below expressly derogates.

14.1 Additional stipulations.
This section 14.1 supplements the other provisions of these General Terms andConditions of Service, which remain fully applicable to Consumers.

14.1.1 Provision of the Services.
SKYBIZ undertakes to provide the Service to the Client within the time provided during the Order, or lacking the information or agreement on the provision’s date of the Service within fifteen (15) days following the confirmation of the Order. If the Service is not provided with the aforementioned time, the Client may request the cancellation of the transaction by registered letter with acknowledgement of receipt or by creating a ticket through its Management Interface by précising in the subject message “Termination for default in the Provision of the Services”. Sums already paid by the Client are reimbursed within fourteen (14) days following the cancellation of the Order.

14.1.2 Right of cancellation.
The Client enjoys the right of cancellation. It may exercise this right, without having to justify its reasons nor pay any penalties other than any return fees, within a period of fourteen (14) days from the day after the Order. The cancellation right shall be exercised before the expiry date aforementioned via the form available for such purpose in the Management Interface, whether by filling the following cancellation form and addressing it to SKYBIZ par registered letter with acknowledgement, or by any other declaration clearly expressing its wish to exercise this right.

Cancellation form:
“To the attention of Smartship Technology Sdn. Bhd. :
I / we (*) hereby notify you by means of the present letter of my / our (*) revocation of the contract governing the following sale of goods / provision of services (*):
Ordered the / received the (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only in case of notification using the paper form): Date:
(*) delete as appropriate.”

The right of cancellation, when legitimately exercised, allows the Client to obtain reimbursement for the goods and Services concerned by the exercise of said right, subject to any reduction that SKYBIZ may apply to reflect the value of the Services actually received by the Client at the time that it exercises its right to cancel. The Client cannot exercise its right of cancellation for Services which have been fully performed before the end of the cancellation period or for goods and Services manufactured according to the consumer’s specifications or clearly customised. Therefore, the Client is informed during the Order and is invited to waive its right of cancellation.

14.1.3 Complaints.
All complaints regarding SKYBIZ Services may be addressed to: - Firstly to: admin@skybiz.com.my . A complaint form is available to the Client in its Management Interface. - Secondly, if the Client has not received a reply within thirty (30) calendar days following the receipt of its complaint, or in the event the Client is not satisfied with the response provided by the Customer Service, it may write to: admin@skybiz.com.my. The complaint of the Client shall be reviewed within thirty (30) calendar days from the date of its receipt by the SKYBIZ customers service. - Thirdly, SKYBIZ is not obliged to participate in online dispute resolution.

14.2. Overriding stipulations.
The following provisions replace the provisions of these General Terms and Conditions of Service to which they expressly derogate.

14.2.1 (derogates article 3.8) Updates to Services.
SKYBIZ may modify the Services at any time, and may add, modify or remove ranges, options or features, as well as upgrade their performance. The Services are described online on the SKYBIZ Website. The Client is responsible for keeping abreast of any updates to the Services, which are immediately applicable to any new Orders. Concerning the Services in use by the Client, the latter shall be informed by email or via its Management Interface of any substantial updates which are of a nature to downgrade said Services, at least one (1) month before the implementation of said update. Nevertheless, modifications to Third Party Products and urgent cases (such as security risks, or legal or regulatory compliance updates) may result in immediate modifications to the Services. In case of any update that degrades existing Services (removal of functionality, performance downgrade, etc.), the Client may terminate the relevant Services by registered letter with an acknowledgment of receipt or through a provided form found in its Management Interface within four (4) months from the date the relevant update is implemented.

14.2.2 (derogates article 8.1) Price of Services.
The prices of the Services invoiced to the Client are those in effect at the time of that the Client submits the Order, as published on the SKYBIZ Website, and exclude SST. The prices may also be communicated to the Client upon request from the Client to SKYBIZ Support. Unless stipulated otherwise, all prices are in Ringgit Malaysia. SKYBIZ offers different rates depending on the type of Service (monthly flat-rate, yearly flat-rate, per-use pricing, etc.). These may be linked to a commitment to a particular period of time and/or a specific method of invoicing. Should several prices be available for the same Service, the Client may select the one of its choosing when submitting its Order. Some Services are only available for business Clients, not for individual consumers. The prices of these Services are listed exclusive of any tax. In the absence of a special pricing mechanism, the prices of the Services shall be deemed to include the cost of acquiring the licenses and rights to use the tools, software and Operating Systems provided by SKYBIZ and/or which are made available to the Client in the provision of the Services. The Client is responsible for acquiring and fulfilling its obligations in respect of all licenses and usage rights that are necessary to operate or make use of the Content within the scope of the Services. The methods for calculating the prices of the Services, as well as the billing units, are defined on the SKYBIZ Website and in the applicable Special Terms of Service. Each billing unit begun shall be invoiced and due in full. The Client is responsible for taking note of this before submitting its order. Some Services shall incur additional installation or commissioning costs.

14.2.3 (derogates article 8.2) Changes of prices.
SKYBIZ reserves the right to change its prices at any time. Pricing changes are immediately applicable to any new Orders. For Services in use at the time of an increase in their price, the Client shall be informed of the change by email at least one (1) month in advance. In such case the Client, upon notification of said increase, has the right to terminate the impacted Services within four (4) months without penalty. Such termination shall be notified by registered letter with acknowledgement of receipt or through a specific form provided for such purpose in the Management Interface.

14.2.4 (derogates article 8.5) Default or late payment.
If the Client fails to make any payment due to SKYBIZ under the Contract by the due date for payment, then, the Client shall pay interest on the overdue amount at the rate of [X]% per annum above the Bank Negara's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. Furthermore, any default or delay of payment (including partial) of the sums due by the Client under the Contract persisting for more than four (4) calendar days after notification of default or delay of payment sent to the Client by email, shall result by right, and without requiring any additional notification or formal notice, in (a) the immediate demand of all of the sums remaining due by the Client under the Contract regardless of their payment terms, and (b) the right of SKYBIZ to decide to immediately suspend, and without prior notice, all or part of the Client Services (including those which have been paid for), and to refuse any new Order or renewal of Services and to terminate all or part of the Contract.

14.2.5 (replaces article 12.4) Contractual Documents.
The Contract is made up of the Terms of Services which comprise the entirety of the Contract entered into between the Client and SKYBIZ, and exclude any general terms and conditions of the Client and any other prior documents, agreements, or discussions. SKYBIZ may, at any time and by right, amend the Terms of Service in effect. Such amendments are immediately applicable to every new Orders. About those Services in use, the Client shall be notified via email or through its Management Interface of any amendment to the Terms of Service in effect. Changes to the Terms of Service are in effect within thirty (30) calendar days from the date the aforementioned notification is sent. Notwithstanding the Third Party Product Terms of Service and legal and regulation compliance may be immediately applicable. The Client may terminate the affected by the notified amendment within four (4) months from the new Terms of Service in effect. Such termination shall be notified via registered letter with acknowledgement receipt or the form provided in the Management Interface.

14.2.4 (replaces article 13.1) Jurisdictional competence.
In case of dispute with the Client, the Court of the place of residence of the defendant shall have express jurisdiction, or, at the choice of the Client, the Court of the place to which the goods were delivered or the place where the services were provided.

We only collect the information that we actually need. Some of that is information that you actively give us when you sign up for an account, register for an event, ask for customer support, or buy something from us. We store your name and contact information, but we don't store credit card numbers (except with your permission and in one of our secured payment gateways).

When you visit one of our websites or use our software, we automatically log some basic information like how you got to the site, where you navigated within it, and what features and settings you use. We use this information to improve our websites and services and to drive new product development.

Sometimes we receive information indirectly. If you ask about our products through one of our referral programs or reselling partners, or sign in to one of our products through an authentication service provider like LinkedIn or Google, they'll pass on your contact information to us. We'll use that information to complete the request that you made. If you engage with our brand on social media (for instance, liking, commenting, retweeting, mentioning, or following us), we'll have access to your interactions and profile information. We'll still have that information even if you later remove it from the social media site.

We use your information to provide the services you've requested, create and maintain your accounts, and keep an eye out for unauthorized activity on your accounts. We also use it to communicate with you about the products you're currently using, your customer support requests, new products you may like, chances for you to give us feedback, and policy updates. We analyze the information we collect to understand user needs and to improve our websites and services.

We're required to have a legal basis for collecting and processing your information. In most cases, we either have your consent or need the information to provide the service you've requested from us. When that's not the case, we must demonstrate that we have another legal basis, such as our legitimate business interests.

You can decline certain kinds of information use either by not providing the information in the first place or by opting out later. You can also disable cookies to prevent your browser from giving us information, but if you do so, certain website features may not work properly. We completely disable non-essential and intrusive third-party cookies from all SKYBIZ websites and products.

We limit access to your personal information to our employees who have a legitimate need to use it. If we share your information with other parties (like developers, service providers, domain registrars, and reselling partners), they must have appropriate security measures and a valid reason for using your information, typically to serve you.

We keep your personal information for as long as it is required for the purposes stated in this Privacy Policy. When we no longer have a legitimate need to process your information, we will delete, anonymize, or isolate your information, whichever is appropriate.

When you visit our websites or use our services, we collect personal data. The ways we collect it can be broadly categorised into the following:

Information you provide to us directly: When you visit or use some parts of our websites and/or services we might ask you to provide personal data to us. For example, we ask for your contact information when you sign up for a free trial, respond to a job application or an email offer, participate in community forums, join us on social media, take part in training and events, contact us with questions or request support. If you don’t want to provide us with personal data, you don’t have to, but it might mean you can’t use some parts of our websites or services.

Information we collect automatically: We collect some information about you automatically when you visit our websites or use our services, like your IP address and device type. We also collect information when you navigate through our websites and services, including what pages you looked at and what links you clicked on. This information is useful for us as it helps us get a better understanding of how you’re using our websites and services so that we can continue to provide the best experience possible (for example, by personalising the content you see). Some of this information is collected using cookies and similar tracking technologies.

Information we get from third parties: The majority of information we collect, we collect directly from you. Sometimes we might collect personal data about you from other sources, such as publicly available materials or trusted third parties like our marketing and research partners. We use this information to supplement the personal data we already hold about you, in order to better inform, personalise and improve our services, and to validate the personal data you provide.

If we don’t collect your personal data, we may be unable to provide you with all our services, and some functions and features on our websites may not be available to you. If you’re someone who doesn’t have a relationship with us, but believe that a SKYBIZ subscriber has entered your personal data into our websites or services, you’ll need to contact that SKYBIZ subscriber for any questions you have about your personal data (including where you want to access, correct, amend, or request that the user delete, your personal data).

Security is a priority for us when it comes to your personal data. We’re committed to protecting your personal data and have appropriate technical and organisational measures in place to make sure that happens. For more information about security, check out SKYBIZ’s security pages. To keep up to date on known phishing and other scams targeting our community, and for information on how to protect yourself from them, sign up to our security noticeboard.

We retain your personal information for as long as it is required for the purposes stated in this Privacy Policy. Sometimes, we may retain your information for longer periods as permitted or required by law, such as to maintain suppression lists, prevent abuse, if required in connection with a legal claim or proceeding, to enforce our agreements, for tax, accounting, or to comply with other legal obligations. When we no longer have a legitimate need to process your information, we will delete or anonymize your information from our active databases. We will also securely store the information and isolate it from further processing on backup discs until deletion is possible.