The terms of service set forth herein ("Agreement") establish the foundation on which UTM Holdings Sdn Bhd (referred to hereafter as "D’offis,", “D’OFFIS”, "we," "us," or "our," as the context requires) provides access to our applications at https://www.doffis.my or through the app versions (collectively, the "Platform"). A reference to the "Platform" includes, but is not limited to, any functionalities, services, or features offered in connection with the Platform, including the software as a service model cloud human resource system accessible at https://www.doffis.my, as well as any related software utilized in connection with the Platform, including reports, records, and other deliverables generated through it.
By accessing the Platform on your computer or mobile device and/or clicking a box to indicate your acceptance, you consent to be bound by terms of this Agreement.
Some functionalities, features, or services on the Platform will only be available through a subscription and you may be required to sign an official quotation. The terms and conditions for this Agreement are included in the quotation. In the event of any inconsistency, discrepancy, or omission between the terms and conditions of this Agreement and any terms and conditions in the quotation, the terms and conditions of the quotation shall take precedence.
We may update this Agreement periodically by posting amendments at the following URL: https://www.doffis.my/termsofservice. By continuing to use the Platform after any amendments are made, you agree to be bound by the revised Agreement.
If you enter into this Agreement on behalf of a company or other legal entity, you warrant that you have the authority to bind that entity and its affiliates into these terms and conditions. In this case, the terms "you" or "your" will refer to you as an individual, the entity you represent, and its affiliates (and, where applicable, your users). If you lack such authority or do not agree with these terms and conditions, you must not accept this Agreement and use the Platform.
1.1 Provided that you continue to comply with the terms of this Agreement and pay the applicable fees for the Platform, D’offis grants you and your authorized users a non-exclusive, non-sublicensable, and non-transferable license to use the Platform, as owned or licensed by us, on any compatible device that you own during the term of this Agreement. This licence is granted solely for internal business purposes and is subject to the terms of Agreement. All other rights not explicitly granted to you are retained by D’offis.
1.2 The use of the Platform was subject to the usage limits specified in the relevant quotation. If you exceed these limits, you must promptly notify D’ Offis and collaborate with us to adjust your usage accordingly. You acknowledge and agree that D’offis has the right to invoice you for any usage that surpasses specified limits.
1.3 Access to certain software components utilised in our Platform may be provided under third-party licences, which we will inform you of. In such cases, the use of those components is governed by the terms of those licences, but only to the extent that there is any inconsistency between those terms and this Agreement.
1.4 You agree not to (and shall not, knowingly or unknowingly, authorise, permit, or assist any third party to):
1.5 You also agree to:
1.6 You acknowledge and agree that:
1.7 Nothing in this Agreement restricts your ability to exercise any specific statutory rights you may have under applicable law regarding the Platform.
2.1 If an account on the Platform is created for you in connection with your use of the Platform, the following terms will apply:
3.1 Certain functionalities, features, or services on the Platform require your prompt and timely payment of fees as determined by us from time to time ("Fees"). Unless otherwise stated in the quotation, all Fees must be paid in advance and are non-refundable (even in cases of early termination or unavailability of any account or the Platform). You are responsible for all taxes and other duties associated with the payment of Fees to D’offis under this Agreement.
3.2 All payments must be made via electronic payment to an account specified by D’offis within seven (7) days of the date of D’offis's invoice, unless otherwise indicated.
3.3 You acknowledge and agree that:
4.1 It is a continuing condition of your use of the Platform that you agree and consent to D’offis, as well as our representatives and/or agents, collecting, using and disclosing and sharing amongst ourselves your personal data, and disclosing such personal data to our authorised service providers and relevant third parties in accordance with the terms of our data protection policy as amended from time to time, available at https://www.doffis.my/dataprotectionpolicy ("Policy"), the terms of which are also incorporated into this Agreement by reference and apply to your use of the Platform.
4.2 You hereby agree and acknowledge that where we process your personal data in connection with the provision of the Platform, we, our representatives and/or agents are data intermediaries within the meaning of the Personal Data Protection Act (Act 26 of 2012 of Malaysia), unless otherwise agreed in writing between the parties.
4.3 If in connection with your use of the Platform, you provide the personal data of any third parties (including any users of the Platform), you warrant and represent that the said third parties have also consented to the terms of the Policy, and to the collection, use and disclosure of their personal data in accordance with the aforesaid.
4.4 You warrant and represent to us that all personal data which is submitted to us by you through your use of the Platform is complete, accurate, true and correct.
4.5 D’offis shall in its collection, use, disclosure and/or processing of personal data, for any purposes in connection with this Agreement, adhere to all applicable data protection and privacy laws.
4.6 In the event of any actual or suspected unintended breach, D’offis will notify the customers without undue delay, within 24 hours after establishing that the data breach is likely to result in significant harm or impact to the individuals to whom the individual relates, or of a significant scale.
4.7 D’offis commits to the following:
4.8 The Platform may contain links to external websites that have different data protection and privacy practices. We are not responsible for the content or privacy practices of these external sites, and you agree to review and comply with the data protection and privacy notices of those sites.
4.9 The Platform utilizes cookies, web beacons, and other technologies. A cookie is a small text file placed on your device when you access or use the Platform. These cookies gather information about your usage of the Platform. We use cookies and similar technologies to enhance your experience and facilitate your use of the Platform. You can adjust your device settings to block cookies; however, if you choose to do so, certain features and functions of the Platform may not be accessible.
4.10 The Platform may also utilize digital certificates. You are solely responsible for deciding whether to trust these certificates, and any reliance on digital certificates is at your own risk.
5.1 Certain functionalities, features, or services on the Platform may enable you to submit, upload, or post information, data, text, photographs, graphics, messages, or other materials (collectively referred to as "Submitted Content").
5.2 You represent and warrant that all of your Submitted Content will, at all times:
5.3 By submitting, uploading or posting Submitted Content through the Platform, you irrevocably agree as follows:
5.5 Submitted Content postings are not subject to moderation by us. We do not assume responsibility as the author, editor, or publisher of any Submitted Content or content provided by any other party.
5.6 The Platform may feature, publish, or make available content that is not created or published by us (such as content from third-party content aggregation services or information providers) ("Third Party Content"). The responsibility for such content lies solely with the individual or entity that provides it. D’offis is not accountable for Third Party Content, does not control its selection, and does not routinely monitor it. D’offis makes no representations or warranties regarding the truthfulness, accuracy, timeliness, completeness, integrity, or quality of such content or any other material that may be accessed or made available through the Platform, the use of which may be subject to the terms of use set by the Third Party Content provider.
5.7 You further acknowledge and agree that any use of content submitted by third parties or made available through the Platform (including Third Party Content and Submitted Content) is entirely at your own risk. D’offis does not verify, nor is it in a position to verify, any party's rights to submit content on the Platform. D’offis assumes no responsibility and accepts no liability for any direct, indirect, incidental, special, or consequential damages of any kind, including but not limited to loss of profits or other commercial damages or losses, arising from any content posted by you or any third party, or from your use of such content.
5.8 We reserve the right (but are not obligated) to remove or disable access to any content that we consider potentially defamatory, unlawful, objectionable in any way, in violation of any third-party rights, or for any other reason. Any editing or removal of such content from the Platform shall not affect our other rights and remedies available under the law.
6.1 We may provide links and references to third-party sites (such as articles). However, we have no control over these third-party sites, and you acknowledge and agree that we are not responsible for the availability of such external sites or resources. We do not endorse and are not liable for any content, advertisements, products, services, or materials found on or accessible through these sites or resources, including Third Party Content. You further acknowledge and agree that we will not be held responsible, directly or indirectly, for any damage or loss resulting from or in connection with your use of or reliance on any content, goods, or services available through such sites or resources.
6.2 You also acknowledge that your access to and use of third-party sites is entirely at your own risk. These third-party sites typically have their own terms and conditions, including privacy policies, which we do not control and which will govern your rights and obligations regarding your use of those sites and resources.
6.3 We do not guarantee that third-party sites will meet your needs or that they will not result in any loss of any kind. You agree that, to the fullest extent permitted by law, D’offis shall not be liable for any loss or damage of any kind arising from your use of or reliance on any content, information, or other materials on or available through these third parties.
7.1 You acknowledge that all content, information, Third Party Content, and Submitted Content provided on the Platform is of a general nature and should not be interpreted as an offer or as providing any inducement, invitation, or recommendation regarding any products, services, or investments. Furthermore, it does not constitute investment, financial, legal, or tax advice or recommendations.
7.2 You acknowledge and agree that D’offis:
8.1 You agree to fully indemnify and hold harmless D’offis and its affiliates, officers, employees, directors, owners, agents, service providers, information providers, licensors, licensees, successors, and assigns (collectively referred to as the "Indemnitees") from any claim, action, proceeding, demand, loss, damage, cost, or liability (including legal fees) that any Indemnitee may incur in connection with or arising from: (a) your breach of this Agreement and any terms related to your use of the Platform; (b) your access to or use of the Platform; (c) any actions taken by us as part of our investigation into any suspected breach of this Agreement or as a result of our determination that a breach has occurred; and (d) your violation of any rights belonging to another person. You agree to cooperate fully as reasonably required in the defense of any such claim, action, or proceeding. D’offis reserves the right, at its own expense, to assume exclusive control over the defense of any claim or matter for which you are obligated to indemnify us.
8.2 This Clause 8 shall remain in effect even after the termination or expiration of this Agreement, regardless of the circumstances.
9.1 For the purposes of this Agreement, "Confidential Information" encompasses all information and materials that include, but are not limited to: (a) information that has commercial value or utility for the relevant party under this Agreement, such as details about either party's product plans, procedures, specifications, designs, drawings, innovations, software, patent applications, costs, pricing, marketing strategies, business plans, business opportunities, personnel, research, development, know-how, agreements, marketing insights, budgets, and projections, regardless of whether they are in written form or any other machine-readable format; and (b) information that is specifically designated as confidential by the disclosing party in writing, or if communicated orally, is later documented in writing and labeled as confidential.
9.2 Each party commits to safeguarding the confidentiality of all Confidential Information received from the other party in relation to this Agreement and will ensure that its directors, employees, and/or advisors also maintain the secrecy and confidentiality of such information. Confidential Information shall not be disclosed to any third party except to its directors, employees, and/or advisors on a "need to know" basis and solely for the purpose of utilizing the Platform.
9.3 The obligations outlined in Clause 9.2 shall not apply to information and materials that:
9.4 You may disclose D’offis's Confidential Information to the extent and to the parties that you are required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction to disclose such Confidential Information, provided that to the extent it is legally permitted to do so, you shall first give D’offis as much prior notice of such disclosure as possible and you shall take into account the reasonable requests of D’offis in relation to the content of such disclosure.
9.5 The provisions of this Clause 9 shall survive beyond termination or expiration of this Agreement for any reason whatsoever and continue in full force and effect.
10.1 Each party hereby irrevocably represents and warrants to the other that it possesses the full power, legal capacity, and authority to enter into and fulfill this Agreement, as well as all transactions contemplated herein.
10.2 Additionally, D’offis represents and warrants that we will execute our obligations under this Agreement with reasonable care and skill.
10.3 To the fullest extent allowed by applicable law:
10.4 You explicitly acknowledge and agree that, to the fullest extent permitted by applicable law, your use of the Platform is at your own risk, and you bear the entire risk regarding satisfactory quality, performance, accuracy, and effort.
10.5 In no event shall the total liability of the Indemnitees to you for any and all damages not excluded (except as required by applicable law in cases of personal injury) exceed the total fees paid or payable to D’offis in the six (6) months prior to the claim.
11.1 This Agreement will begin on the date specified in the quotation, unless terminated earlier in accordance with the terms of this Agreement, and will remain in effect for the duration outlined in the quotation.
11.2 Either party may terminate this Agreement by providing the other party with three (3) months' written notice.
11.3 We reserve the right to terminate and/or suspend your account and/or access to the Platform, if applicable, in the event that you breach this Agreement; if you enter into any voluntary arrangements with your creditors; if you (as an individual or firm) become bankrupt; or if you (as a company) become subject to an administration order or enter liquidation (other than for the purposes of amalgamation or reconstruction); or if an encumbrancer takes possession of, or a receiver is appointed for, any of your property or assets.
11.4 In the event that your access to the Platform is suspended or terminated:
Except as explicitly stated in the Agreement, we shall not be held responsible for any failures or delays in fulfilling our obligations under this agreement that result from causes beyond D’offis's reasonable control. This includes, but is not limited to, any breakdowns or malfunctions of hardware, software, networks, or systems associated with the Platform; natural disasters; outbreaks of conflict; civil unrest; actions taken by civil or military authorities; fires; strikes; lockouts; labor disputes; industrial actions; epidemics; government restrictions; wars; terrorist activities; riots; explosions; earthquakes; storms; typhoons; floods; and failures in electronic or computer information and communication systems. In the event of such delays, the timeframe for our performance will be extended by an amount equal to the time lost due to the delay, along with any additional recovery time we may require.
It is prohibited to assign, delegate, or transfer to any third party the rights, benefits, and/or responsibilities under this agreement without first obtaining written consent from D'offis.
You hereby grant to D’offis a non-exclusive, perpetual, sublicensable, royalty-free licence to D’offis to use, display and reproduce your trade name(s), corporate mark(s) and logo(s) to identify you as a customer of D’offis in connection with corporate publicity or marketing purposes
D’offis shall allow the Company and/or its designated agents or auditors to conduct an on-site audit of D’offis's facilities, documents, records, and/or data during normal business hours, provided that at least 90 days' written notice is given. This audit is intended to verify compliance with the terms of this Agreement, and each audit must: (a) be conducted no more than once and for a maximum of 8 hours within any 12-month period following the start of this Agreement, (b) not unreasonably disrupt D’offis business operations, (c) be conducted at the sole cost and expense of the Company, and (d) comply with applicable laws as well as any confidentiality restrictions and obligations owed to third parties. During the audit, the Company and its designated agents or auditors shall adhere to D’offis reasonable requirements concerning security, health and safety, and confidentiality.
16.1 Each term and condition of this Agreement is separate and distinct. If any term or condition, or any part thereof, is found to be invalid, illegal, or unenforceable at any time, the validity, legality, or enforceability of the remaining provisions shall not be affected or impaired and shall continue to be in effect.
16.2 The rights and remedies provided in this Agreement are cumulative and do not exclude any other rights or remedies available by law or otherwise.
16.3 Our failure to exercise, or any delay in exercising, any right or remedy under this Agreement shall not be considered a waiver of that right or remedy. Additionally, any partial or single exercise of any right or remedy shall not preclude further exercises of that right or remedy, or the exercise of any other rights or remedies. Any waiver of our rights or remedies concerning any terms of this Agreement or any breach by you must be in writing and may be subject to conditions we deem appropriate, and will only be effective for the specific instance and purpose for which it is granted.
16.4 Unless the context requires otherwise, words in the singular shall also include the plural and vice versa. Terms denoting the masculine gender shall include the feminine gender, and all shall encompass the neuter gender.
16.5 The headings in this Agreement are for convenience only and shall not influence the interpretation of this Agreement.
16.6 This Agreement, along with the documents referenced herein, constitutes the complete agreement between you and us regarding your use of the Platform. You acknowledge that you have not entered into this Agreement based on any representation, warranty, or undertaking by D’offis that is not explicitly stated herein. However, nothing in this Clause
16.6 shall limit or exclude liability for fraud.
16.8 The failure of D’offis to exercise or enforce, or any delay in exercising or enforcing, any right or remedy under this Agreement shall not be considered a waiver of that right or remedy. Additionally, any partial or single exercise of any right or remedy shall not preclude further exercises of that right or remedy, or the exercise of any other rights or remedies. The rights provided in this Agreement are cumulative and do not exclude any rights or remedies available by law.
16.9 The parties are independent contractors, and neither party is a partner, joint venturer, employee, or agent of the other. Neither party has the authority to act as the other’s agent, nor shall either party be liable for any representations, actions, or omissions of the other. For clarity, each party has no express or implied authority to create any obligation or liability on behalf of the other party, nor to represent the other in any capacity except as explicitly provided in this Agreement.
16.10 Except for the Indemnitees mentioned in Clause 8.1, no person who is not a party to this Agreement shall have the right to enforce or benefit from any term of this Agreement under the Contracts (Rights of Third Parties) Act (Chapter 53B of Malaysia). Notwithstanding any provision of this Agreement, the consent of any third party is not required to rescind or amend this Agreement at any time.
Notices to you may be sent via email or regular mail. Additionally, the Platform may notify you of changes to this Agreement or other relevant matters by displaying notices or links to notices on the Platform.
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Malaysia. You hereby consent to the non-exclusive jurisdiction of the courts of Malaysia.
If you have any questions regarding this Agreement, our Platform, or if you would like to make suggestions or share any other ideas related to our Platform, please reach out to us at: