Terms & Conditions

1. Definitions

In these Terms, the following definitions apply unless the context otherwise requires:

• "Agreement" means these Terms together with any Order Form, Service Schedule, or addenda accepted by the Client.
• "Client" means the individual, sole proprietorship, partnership, company, or other legal entity that registers for or uses the Services.
• "Company" means Clawd AI Enterprise Sdn Bhd, a company incorporated under the Companies Act 2016 in Labuan Federal Territory, Malaysia.
• "Services" means the AI-powered managed services, platform access, and related professional services provided by the Company as described in the applicable Service Plan.
• "Platform" means the Clawd AI Enterprise web application accessible at clawdai.my and any associated APIs, portals, or tools.
• "Service Plan" means the pricing tier (Starter, Standard, Pro, Enterprise, or Bundle) selected by the Client.
• "Subscription" means the recurring paid access to the Services for the subscription period.
• "Setup Fee" means the one-time non-refundable fee payable upon initial engagement for certain Service Plans.
• "Tokens" means the units of AI processing capacity allocated to the Client under their Service Plan.
• "Client Data" means all data, content, and information submitted to or processed through the Services by the Client or their end users.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential.
• "SST" means Sales and Service Tax as imposed under the Sales Tax Act 2018 and the Service Tax Act 2018 of Malaysia.
• "PDPA" means the Personal Data Protection Act 2010 of Malaysia.
• "LHDN" means Lembaga Hasil Dalam Negeri (Inland Revenue Board of Malaysia).
• "MYR" means Malaysian Ringgit, the lawful currency of Malaysia.

2. Services

2.1 Service Description

The Company provides managed AI assistant services including but not limited to:

• Deployment and management of AI chatbots on WhatsApp, Telegram, Discord, and website platforms;
• AI-powered document processing and analysis;
• AI-assisted accounting and financial reporting tools;
• Token-based AI conversation processing;
• Integration with third-party platforms and APIs as agreed;
• Ongoing technical maintenance, monitoring, and support.

2.2 Done-For-You Nature

The Company operates on a "done-for-you" model. The Company will deploy, configure, and maintain the Client's AI systems. The Client is responsible for providing accurate information, responding to setup queries promptly, and ensuring their end-users comply with these Terms.

2.3 Service Modifications

The Company reserves the right to modify, update, or discontinue any feature of the Services with reasonable notice (30 days where commercially practicable). The Company will not materially reduce core service functionality during an active paid subscription period without offering a proportionate credit or the right to terminate.

2.4 Third-Party Services

Certain Services depend on third-party platforms (e.g., WhatsApp Business API, Telegram Bot API, OpenAI API). The Company will not be liable for disruptions caused by such third-party platforms, though the Company will make reasonable efforts to resolve issues arising therefrom.

3. Eligibility & Registration

3.1 Eligibility

The Services are available to businesses and individuals who are:

• At least 18 years of age;
• Legally capable of entering into a binding contract under Malaysian law;
• Not prohibited from using the Services under applicable laws.

3.2 Account Registration

Clients must provide accurate, complete, and up-to-date registration information including full legal name, company name (if applicable), valid email address, and billing details. The Client is responsible for maintaining the confidentiality of their account credentials and for all activities conducted under their account.

3.3 Account Security

The Client must notify the Company immediately at hello@clawdai.my upon becoming aware of any unauthorised access to or use of their account. The Company will not be liable for any loss or damage arising from the Client's failure to secure their account credentials.

4. Subscription & Billing

4.1 Subscription Plans

The Company offers monthly and annual subscription plans. Current pricing is available at clawdai.my/pricing. The Client's selected plan determines the allocated services, token limits, and monthly subscription fee.

4.2 Billing Cycle

Monthly subscriptions are billed in advance on the first day of each billing cycle. Annual subscriptions are billed in advance at the start of the annual period. Setup fees, where applicable, are due upon account activation.

4.3 Auto-Renewal

Subscriptions auto-renew at the end of each billing period unless cancelled at least 7 days before the renewal date. The Client will receive a renewal reminder at least 7 days prior to the renewal date via email and/or WhatsApp.

4.4 Price Changes

The Company may revise subscription fees with 30 days' written notice. Existing subscriptions will be honoured at their contracted rate until the next renewal date. Continuing use after the effective date of price changes constitutes acceptance of the new pricing.

4.5 Token Overage

If a Client's token usage reaches 80% of their allocated monthly limit, a warning notification will be sent. At 100% usage, the AI processing service may be temporarily suspended until the next billing cycle or until the Client upgrades their plan. Token allocations do not roll over to the following month.

5. Payment Terms

5.1 Payment Methods

The Company accepts payment via FPX (online banking), credit and debit card, and bank transfer (for annual plans). All payments are processed in Malaysian Ringgit (MYR) unless otherwise agreed in writing.

5.2 Due Date

All invoices are due within 14 days of the invoice date. Failure to pay by the due date may result in service suspension as described in Section 15.

5.3 Late Payment

Amounts unpaid after 14 days from the due date will accrue a late payment charge of 1.5% per month (or the maximum permitted by law, whichever is lower) calculated on the outstanding balance. The Company reserves the right to suspend Services for accounts with outstanding balances exceeding 14 days.

5.4 Disputed Charges

Any billing disputes must be raised in writing to billing@clawdai.my within 14 days of the invoice date. Undisputed amounts remain payable by the original due date.

6. SST & Tax Obligations

6.1 Service Tax

The Company's services are subject to Malaysia's Service Tax (SST) at the prevailing rate (currently 6%) as prescribed under the Service Tax Act 2018. SST is charged on top of the subscription fee and will appear as a separate line item on invoices.

6.2 SST Registration

The Company is registered for SST with the Royal Malaysian Customs Department (RMCD). The Company's SST registration number will be shown on all invoices.

6.3 Client's Tax Obligations

The Client is solely responsible for determining and complying with their own tax obligations arising from the use of the Services, including income tax, withholding tax, and any other taxes payable to LHDN or other Malaysian tax authorities.

6.4 Withholding Tax

If any payment is subject to withholding tax under Malaysian law or a double taxation agreement, the Client shall gross up the payment such that the Company receives the full invoiced amount net of any withholding.

6.5 Tax Invoices

The Company will issue tax invoices that comply with the requirements of the Service Tax Act 2018. Clients requiring e-invoices compliant with LHDN's e-invoicing mandate (where applicable) should notify the Company at the time of registration.

7. Refunds & Cancellation

7.1 Setup Fees

Setup fees are non-refundable. They cover the cost of initial deployment, configuration, and onboarding work performed by the Company.

7.2 Monthly Subscriptions

Monthly subscription fees paid in advance are non-refundable for any partial month of service. Upon cancellation, the Client will retain access to the Services until the end of the current billing period.

7.3 Annual Subscriptions

For annual subscriptions cancelled within 14 days of the annual payment date (cooling-off period), the Client is entitled to a pro-rated refund of the unused full months, less any setup fees and a 10% administration fee. After 14 days, no refund will be issued for the remaining annual subscription period.

7.4 Service Failure Refund

Where the Company fails to meet the SLA commitments in Section 12 and the downtime is directly attributable to the Company, the Client may be entitled to a service credit as detailed in Section 12. Service credits are the Client's sole remedy for SLA failures.

7.5 Cancellation Process

To cancel a subscription, the Client must log into their dashboard and cancel at least 7 days before the next renewal date, or send written notice to hello@clawdai.my.

8. Acceptable Use

8.1 Permitted Use

The Client may use the Services for lawful business purposes in accordance with these Terms, applicable laws, and the policies of any third-party platforms integrated with the Services.

8.2 Prohibited Activities

The Client must not use the Services to:

• Engage in any activity that is illegal under Malaysian law or the laws of any jurisdiction where the Client operates;
• Send unsolicited bulk messages, spam, or phishing communications;
• Distribute malware, viruses, or any code designed to disrupt or damage computer systems;
• Impersonate any person, business, or government authority;
• Process, store, or transmit credit card data, passwords, or other sensitive personal data in violation of PDPA or PCI-DSS standards;
• Infringe the intellectual property rights of the Company or any third party;
• Engage in hate speech, harassment, defamation, or content that is obscene, offensive, or violates community standards;
• Attempt to gain unauthorised access to the Platform or any related systems;
• Resell, sublicense, or white-label the Services without the Company's express written consent.

8.3 Consequences of Misuse

Violation of this Section may result in immediate suspension or termination of the Client's account without refund and may give rise to civil or criminal liability.

9. Intellectual Property

9.1 Company IP

All rights, title, and interest in the Platform, software, algorithms, documentation, branding, and any improvements or derivatives thereof remain exclusively with the Company. These Terms do not grant the Client any ownership interest in the Company's intellectual property.

9.2 Licence Grant

The Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Services solely for the Client's internal business purposes during the subscription period.

9.3 Client Data Ownership

The Client retains all ownership rights in Client Data. The Client grants the Company a limited licence to process, store, and use Client Data solely for the purpose of providing the Services. The Company will not use Client Data for any other purpose.

9.4 Feedback

If the Client provides feedback, suggestions, or improvements relating to the Services, the Company may use such feedback without restriction or obligation to the Client.

10. Data Privacy & Personal Data Protection

10.1 PDPA Compliance

The Company processes personal data in accordance with the Personal Data Protection Act 2010 (PDPA) of Malaysia. By using the Services, the Client acknowledges and consents to the collection, processing, and use of personal data as described in this Section and the Company's Privacy Notice.

10.2 Data Collected

The Company collects and processes the following categories of personal data:

• Account data: Name, email address, phone number, company name, billing address;
• Usage data: Platform usage logs, token consumption, feature usage patterns;
• Payment data: Transaction references, payment status (card numbers are processed by PCI-compliant payment gateways and are not stored by the Company);
• Communication data: Support tickets, email correspondence, WhatsApp messages with the Company's support team;
• Technical data: IP address, browser type, device information, session data.

10.3 Purposes of Processing

Personal data is processed for the following purposes:

• Provision and management of the Services;
• Billing, invoicing, and financial administration;
• Customer support and communications;
• Platform security and fraud prevention;
• Compliance with legal and regulatory obligations (including PDPA, SST, and LHDN requirements);
• Service improvement and analytics (anonymised/aggregated where possible);
• Marketing communications (with consent, and with the right to opt out at any time).

10.4 Data Storage & Security

Personal data is stored on servers located in Malaysia. The Company implements industry-standard security measures including AES-256 encryption for sensitive data, TLS 1.3 for data in transit, access controls, and regular security assessments. No system is entirely immune to breach, and the Company cannot guarantee absolute security.

10.5 Data Retention

Personal data is retained for as long as necessary to provide the Services and to comply with legal obligations (including 7 years for financial records under Malaysian tax law). Upon account closure, Client Data will be deleted or anonymised within 90 days, unless retention is required by law.

10.6 Data Subject Rights

Under the PDPA, the Client and their authorised data subjects have the right to:

• Access their personal data held by the Company;
• Correct inaccurate or incomplete personal data;
• Withdraw consent for processing (where processing is consent-based);
• Raise a complaint with the Department of Personal Data Protection (JPDP) of Malaysia.

To exercise these rights, submit a written request to privacy@clawdai.my.

10.7 Data Sharing

The Company does not sell personal data. Personal data may be shared with:

• Payment processors and gateways for billing purposes;
• Cloud infrastructure providers for hosting (subject to data processing agreements);
• Third-party AI API providers strictly to the extent necessary to deliver the Services;
• Government authorities or law enforcement as required by Malaysian law.

10.8 Cross-Border Transfer

Where Client Data is transferred to third-party AI processing services outside Malaysia, the Company will ensure that such transfers comply with Section 129 of the PDPA and that the receiving jurisdiction provides adequate data protection standards.

11. Confidentiality

Each party agrees to keep the other party's Confidential Information confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except to employees or contractors who need to know such information to perform their obligations and are bound by confidentiality obligations no less restrictive than these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

12. Service Levels & Uptime

12.1 Uptime Target

The Company targets 99.9% monthly uptime for the Platform ("Uptime Commitment"). Uptime is calculated excluding scheduled maintenance windows, third-party platform outages, and events of force majeure.

12.2 Scheduled Maintenance

Scheduled maintenance will be performed during off-peak hours (typically between 1:00 AM and 5:00 AM MYT) with at least 24 hours' advance notice where possible. Emergency maintenance may be performed without advance notice.

12.3 Service Credits

If monthly uptime falls below 99.9% due to the Company's fault, the Client is entitled to service credits as follows:

• 99.0% – 99.9%: 5% credit of the monthly fee;
• 95.0% – 98.9%: 10% credit of the monthly fee;
• Below 95.0%: 25% credit of the monthly fee.

Service credits must be claimed within 30 days of the incident by writing to support@clawdai.my. Credits are applied to future invoices and are the Client's sole remedy for service availability failures.

12.4 Support Response Times

Standard support response targets: Critical issues (service down): 2 hours; High priority (feature impaired): 4 hours; Normal (general queries): 1 business day. These are targets only and do not constitute guaranteed SLA obligations.

13. Limitation of Liability

13.1 Exclusion of Consequential Loss

To the fullest extent permitted by Malaysian law, the Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational harm, arising from the use of or inability to use the Services.

13.2 Cap on Liability

The Company's total aggregate liability to the Client under these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total subscription fees paid by the Client to the Company in the 3 months immediately preceding the event giving rise to the claim.

13.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties. The Company would not have entered into this Agreement without these limitations.

13.4 No Warranty

The Services are provided "as is" and "as available." The Company makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, except as expressly stated in these Terms.

14. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's use of the Services; (b) the Client's breach of these Terms; (c) the Client's violation of any applicable law; (d) any claim that Client Data infringes the rights of a third party; or (e) any claim by the Client's end users relating to the Client's AI assistant.

15. Termination & Suspension

15.1 Termination by Client

The Client may terminate their subscription at any time by providing written notice to the Company. Termination takes effect at the end of the current billing period. No refund is provided for any remaining period of a monthly subscription.

15.2 Termination by Company for Cause

The Company may terminate this Agreement immediately upon written notice if the Client: (a) materially breaches these Terms and fails to remedy the breach within 14 days of written notice; (b) becomes insolvent, is placed under receivership, or enters liquidation; (c) uses the Services for any illegal, fraudulent, or abusive purpose; or (d) fails to pay undisputed amounts for more than 30 days after the due date.

15.3 Suspension for Non-Payment

The Company may suspend the Services (without terminating the subscription) if an invoice remains unpaid for more than 14 days. Services will be restored within 24 hours of payment receipt. Suspension does not waive the Company's right to outstanding fees.

15.4 Effects of Termination

Upon termination: (a) all licences granted under these Terms cease; (b) outstanding fees become immediately due and payable; (c) the Company will make Client Data available for export for 30 days after termination, after which Client Data will be deleted in accordance with the Company's data retention policy; (d) provisions intended to survive termination (including Sections 9, 10, 11, 13, 14, 17) will remain in effect.

16. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, civil unrest, government action, power failure, internet or telecommunications outages beyond the party's reasonable control, or acts of third parties (including third-party platform outages). The affected party must notify the other promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the Agreement with written notice.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) will be governed by and construed in accordance with the laws of Malaysia.

17.2 Negotiation

In the event of any dispute, the parties agree to first attempt in good faith to resolve the dispute through direct negotiation. Either party may initiate negotiations by providing written notice to the other party describing the dispute in reasonable detail.

17.3 Mediation

If the dispute is not resolved through negotiation within 30 days, either party may refer the dispute to non-binding mediation administered by the Malaysian Mediation Centre (MMC) or any other mediator agreed upon by the parties.

17.4 Jurisdiction

If mediation fails or is not agreed upon, the parties submit to the exclusive jurisdiction of the courts of Malaysia (Kuala Lumpur High Court or such other court as has jurisdiction) to settle any dispute. Each party waives any objection to the courts' jurisdiction or to the venue of any proceedings.

17.5 Consumer Protection

Nothing in these Terms limits or excludes any rights the Client may have under Malaysian consumer protection legislation, including the Consumer Protection Act 1999, that cannot be excluded or limited by contract.

18. Amendments to These Terms

The Company reserves the right to modify these Terms at any time. Material changes will be notified to Clients via email at least 14 days before the changes take effect. Continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms. The most current version of these Terms will always be available at clawdai.my/terms. If a Client objects to any changes, they may terminate their subscription prior to the effective date of the changes.

Minor amendments (e.g., clarifications, typographical corrections, formatting changes) that do not materially affect the Client's rights may be made without notice.

19. Contact & Notices

Notices and communications under these Terms must be in writing and delivered by:

• Email to hello@clawdai.my (for notices to the Company); or
• The email address registered on the Client's account (for notices to the Client).

Notices sent by email are deemed received on the day of sending (if sent before 5:00 PM MYT on a business day) or on the next business day.

For data protection queries: privacy@clawdai.my
For billing disputes: billing@clawdai.my
For legal notices: legal@clawdai.my