Terms of Service.

These Terms are entered into between you (either an individual or the legal organization you represent, “Customer”, “you”) and The Managers PLT (LLP Registration No. 202604002475 (LLP0047719-LGN)), a limited liability partnership registered under the Limited Liability Partnerships Act 2012 in Malaysia, with its registered office or principal place of business at Cyber 10, 63000 Cyberjaya, Selangor, Malaysia (“TheManager”, “we”, “us”).

By clicking “I agree”, creating an account, or otherwise accessing or using the platform, you accept these Terms on behalf of yourself and, if applicable, the organization you represent, and confirm you have authority to bind that organization. If you do not agree, do not use the service.

These Terms may be accepted electronically in accordance with the Electronic Commerce Act 2006 and the Contracts Act 1950, subject to their applicable requirements.

Your subscription agreement: these Terms provide the standard contract conditions. Your accepted order form, quotation expressly incorporating these Terms, or recorded online package selection supplies the client-specific commercial details, including the contracting organization, modules, limits, price, taxes, subscription dates, billing cycle, payment deadline, and renewal or cancellation arrangements. These documents together form your subscription agreement; a separate master agreement is not required for a standard subscription unless the parties agree otherwise.

Before acceptance, we will make the applicable Terms and Privacy Policy accessible and identify their dated versions in the order form or acceptance record. The parties should retain the completed order, the exact documents supplied, the accepting representative's name and authority, and the date and method of acceptance. An invoice alone does not introduce additional contractual obligations after acceptance.

You can use our editable client subscription package (Word), which includes an order form and dated copies of these Terms and the Privacy Policy. Complete the commercial details and obtain acceptance before activating the agreed package.

You must provide accurate registration information and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials, including any passkey or biometric authentication registered to your account, and for all activity that occurs under your account. You must notify us immediately of any unauthorized use.

Organizations using the platform may designate administrators with elevated access (company admins, organization-wide super admins). The organization is solely responsible for its own internal access management, authorization hierarchies, and the actions of users it grants access to.

As between you and TheManager, you and your organization retain all ownership rights in the data, text, files, and content you or your users submit, upload, or generate through the service (“Customer Data”). You grant The Managers PLT a worldwide, limited, non-exclusive right to host, store, process, transmit, and display Customer Data solely as necessary to provide, maintain, and support the service, in accordance with our Privacy Policy.

Where a module involves processing Customer Data through third-party infrastructure or models (for example, AI-assisted document extraction), we do so strictly to deliver the requested functionality. Customer Data submitted to Managers AI (MAi) is not used to train generalized foundation models for other customers.

You agree not to use the service to:

• Violate any applicable federal, state, or international laws, including the Personal Data Protection Act 2010 (PDPA), financial services laws, consumer protection regulations, and Shariah-compliance principles applicable to your business operations.
• Upload or process personal data of individuals without proper legal bases, required notifications, or statutory consents.
• Attempt to gain unauthorized access to any tenant data, restricted system areas, network layers, or underlying server infrastructure.
• Circumvent rate limits, authentication barriers, or security controls, or launch denial-of-service attempts against the platform.
• Use the platform to conduct unlawful financing, unauthorized deposit-taking, money laundering, or illegal trading activities.

We reserve the right to investigate suspected violations and take remedial action, including immediate account suspension under Section 09.

We may suspend or restrict your access in the following circumstances. Payment-related action requires the written notice and full notice period in Section 04; for other grounds, we will provide written notice where practical:

• An overdue amount remains unpaid after the seven (7) calendar-day written notice period specified in Section 04 has elapsed. That notice requirement applies to every payment-related suspension or restriction;
• We reasonably determine that your use of the platform violates Section 07 (Acceptable Use) or poses an active security threat to our platform or other tenants; or
• We are instructed to do so by a competent law enforcement agency, regulator, or court of competent jurisdiction.

Either party may terminate an active subscription by providing written notice in accordance with the billing cycle terms specified in your package. Either party may terminate these Terms immediately upon written notice if the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) calendar days of receiving written notice.

Except as expressly stated in these Terms, the platform and all activated modules are provided strictly on an “as is” and “as available” basis. To the maximum extent permitted by Malaysian law:

• General disclaimers: we disclaim all warranties, conditions, or representations of any kind, express, statutory, or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
• No regulated, fiduciary, or legal advice: The Managers PLT provides software workflows, calculation tools, and records management only. We do not provide banking, legal, financial, accounting, tax, or certified Shariah advisory services. You are solely responsible for ensuring that all payroll calculations, tax deductions, cooperative lending rates, Ar-Rahnu valuations, and precious metal transactions conducted through the software comply with governing statutory requirements and regulatory approvals.
• AI & automated features: features powered by Managers AI (MAi) or automated optical character recognition rely on probabilistic algorithms. We make no representations or warranties regarding the absolute accuracy, completeness, or suitability of outputs generated by automated tools.

Indemnification by Customer: you agree to defend, indemnify, and hold harmless The Managers PLT, its partners, officers, employees, and agents from and against all third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or resulting from:

• Customer Data processed by the platform, including any claims alleging infringement of third-party intellectual property rights or violations of the Personal Data Protection Act 2010;
• Your failure to secure mandatory statutory licenses, permits, or regulatory registrations needed to operate your business (including cooperative lending, pawnbroking, and financial activities); or
• Any violation of Section 07 (Acceptable Use) by your users or administrators.

Indemnification by The Managers PLT: subject to the liability caps in Section 12, The Managers PLT will defend you against any third-party claim alleging that your authorized use of the core platform software directly infringes a registered copyright or patent enforceable in Malaysia, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by us, provided you:

• Give us prompt written notice of the claim;
• Grant us sole management and control of the defense and settlement; and
• Provide reasonable cooperation at our expense.

These Terms and any non-contractual disputes arising out of them are governed by and construed under the laws of Malaysia.

• Good-faith negotiation: prior to initiating any formal proceedings, the parties agree to seek an amicable resolution through good-faith discussions between executive representatives for at least thirty (30) calendar days from receipt of a written dispute notice.
• Jurisdiction: if the dispute cannot be settled through informal negotiation, the parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia, with the initial venue established in Kuala Lumpur.

Severability: if any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to reflect its original intent as closely as possible, and the remaining terms will remain in full force and effect.

Entire agreement: these Terms, the accepted order form, incorporating quotation or recorded online package selection, the identified Privacy Policy, and any expressly incorporated schedules constitute the subscription agreement, superseding prior discussions, proposals, or communications about the same subscription. Custom development, implementation or migration deliverables, and service-level commitments must be expressly agreed in an attached scope of work or service schedule.

Order of precedence: mandatory law applies first. An expressly agreed special term in the accepted order form or signed amendment overrides these Terms only where it identifies the provision being varied and the agreed replacement. The order form supplies the commercial details; a scope of work or service schedule governs its stated subject only. These Terms govern the remaining contract conditions. The Privacy Policy governs personal-data handling and does not create payment obligations. A purchase order or invoice does not alter this agreement unless both parties expressly accept the change in writing. Later changes are governed by Section 16.

Assignment: you may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms without restriction in connection with a corporate reorganization, merger, acquisition, or sale of substantial assets.

No waiver: failure by either party to enforce any right or provision under these Terms shall not constitute a waiver of future enforcement of that right.