Parties and Application
This page sets out the standard mutual non-disclosure terms of BizCloud Asia Sdn Bhd (Registration No. 201301027403 (1057232-T)) ("BizCloud"), whose business address is Unit 1-3-31, i-Avenue, No. 1, Jalan Tun Dr Awang, 11900 Bayan Lepas, Penang, Malaysia, and the customer or prospective customer identified in the applicable agreement ("Customer"). Each is a "Party" and together they are the "Parties".
These terms apply when incorporated into an accepted quotation, service agreement or separately signed NDA. The applicable agreement identifies the Customer and the effective date. A separately signed NDA takes precedence over these standard terms where they conflict.
The accepting representative must have authority to bind the Party represented. The applicable agreement should identify this NDA's version and include the liability arrangements in Section 6A. Publication of this page alone does not establish that a particular recipient has accepted these terms.
The version expressly accepted by the Parties governs their NDA. A later website revision does not vary an executed NDA; variations are subject to Section 13.
In discussions and in subsequent use of the services, each Party may disclose commercially valuable, proprietary or confidential information to the other. Both Parties agree to protect that information on the following terms.
Definitions
Confidential Information means information disclosed by or on behalf of one Party to the other in connection with the Purpose, whether before or after the effective date, in written, electronic, oral or any other form, and whether or not labelled "Confidential". It includes business, financial, commercial and technical information, pricing, proposals, documentation, platform configurations, access credentials, software, source code, data, processes, know-how, employee records and information relating to identifiable individuals. It also includes non-public demonstrations, architecture, security controls, vulnerabilities, product plans, customer lists, and notes, extracts or analyses that contain or reveal that information.
Purpose means the evaluation, discussion, setup, onboarding and ongoing use of BMO or BizCloud software and related services by the Customer.
Disclosing Party means the Party that discloses Confidential Information, directly or through its Representatives. Recipient Party means the Party that receives or obtains that information, directly or through its Representatives.
Representatives means a Party's directors, officers, employees, contractors, subcontractors and professional advisers. Related Corporation has the meaning given in the Companies Act 2016.
1. Obligations of Confidentiality
Each Recipient Party agrees to:
- Keep Confidential Information confidential, using at least the care it uses for its own similar confidential information and, in every case, at least reasonable care.
- Use Confidential Information only for the Purpose.
- Disclose it only to Representatives who need to know it for the Purpose and are bound by confidentiality obligations no less protective than these terms. The Recipient Party remains responsible for breaches by its Representatives.
- Obtain the Disclosing Party's prior written consent before disclosure to any other third party, except as permitted in Section 3.
- Copy or reproduce Confidential Information only as reasonably required for the Purpose.
- Not reverse engineer, decompile or disassemble software, systems or products forming part of the Confidential Information.
- Not use Confidential Information to develop or assist a competing product, copy features or carry out competitive benchmarking, and not upload it to public repositories, shared external tools or AI services, or use it to train a model, without the Disclosing Party's prior written consent.
- Promptly notify the Disclosing Party in writing of any actual or suspected unauthorised use or disclosure upon becoming aware of it.
2. Exclusions
The confidentiality obligations do not apply to information that the Recipient Party can show:
- Is or becomes publicly available through no breach of these terms.
- Was lawfully known to it before disclosure, free of any obligation of confidence.
- Was lawfully obtained from a third party entitled to disclose it without restriction.
- Was independently developed without using the Disclosing Party's Confidential Information.
- Was approved for release by the Disclosing Party's prior written authorisation.
3. Permitted Disclosures
The Recipient Party may disclose Confidential Information to Related Corporations where necessary for the Purpose, provided it ensures their compliance with these terms and remains responsible for that compliance.
BizCloud may use hosting providers, support contractors and other service providers to process information only as necessary to deliver, secure and support the agreed services, subject to contractual confidentiality and applicable data protection requirements. This permission does not authorise unrelated use, public disclosure or training of a provider's general-purpose AI models. Customer-approved integrations and AI features remain subject to the agreed service instructions and Privacy Policy.
Disclosure may also be made to the extent required by law, regulation, court order or a governmental or regulatory authority. Where legally permitted, the Recipient Party must give prompt written notice so that the Disclosing Party may seek a protective order or other remedy, and disclose only the information legally required.
4. Return and Destruction
On the Disclosing Party's written request, or on termination of the NDA, the Recipient Party must return or destroy Confidential Information in its possession or control within fourteen (14) days and, if requested, confirm this in writing.
This does not require immediate deletion of copies in routine electronic backups or archives that are not readily accessible; those copies are deleted in the ordinary backup cycle. Copies required to be retained by law may also be kept. All retained copies remain subject to these confidentiality terms for as long as they are held.
Customer data entered into the services during a subscription is retained, exported and deleted in accordance with the User Agreement, the Privacy Policy and any applicable signed service agreement.
5. No Licence and No Warranty
Confidential Information remains the property of the Disclosing Party. These terms grant no licence or right under any patent, copyright, trade mark, trade secret or other intellectual property right. Confidential Information is provided "as is", without any express or implied representation or warranty as to its accuracy or completeness.
6. Relationship to Services
Subscriptions and use of BMO or BizCloud services are governed by the User Agreement, the Service Level Agreement and the applicable quotation, service scope or separately signed agreement, subject to the order of precedence in the User Agreement.
The NDA does not itself create additional availability, support, performance or other service commitments. Any separately negotiated service levels must be expressly agreed in writing by authorised representatives of both Parties.
Neither Party is obliged by these confidentiality terms to purchase or supply a product or service, or to enter into a further transaction or agreement.
6A. Liability Arrangements
Unless a separately signed agreement expressly specifies different liability arrangements, Section 10 of the User Agreement, including its monetary limits, exclusions and exceptions, is expressly incorporated into this standard NDA and applies to BizCloud's monetary liability for NDA claims. For an affected paid service, the standard aggregate cap is the fees actually paid to BizCloud for that service during the twelve (12) months before the first event giving rise to the claim. For pre-contract discussions or services where no fees have been paid, the standard aggregate cap is RM500.
Related claims under the NDA and service documents share the applicable cap; separate caps do not arise merely because more than one document is relied upon. These monetary arrangements do not prevent lawful proceedings or an application for injunctive relief, and do not exclude fraud, fraudulent misrepresentation or any other liability that cannot lawfully be excluded or limited. They do not release either Party from statutory data protection duties or prevent regulatory enforcement.
The incorporated liability provisions are those supplied to and accepted by the Parties with this NDA. A later change to the User Agreement does not change this NDA's liability arrangements without a variation under Section 13. The Parties should retain the accepted copies together.
7. Term and Survival
The NDA takes effect on the date stated in the applicable agreement and continues until either Party terminates it by giving at least thirty (30) days' written notice to the other.
Obligations relating to Confidential Information disclosed before termination continue for three (3) years after termination. For trade secrets, source code and non-public security information, they continue for as long as the information remains confidential. Personal data remains protected for as long as it is retained and as required by applicable data protection law. Retained copies remain protected as described in Section 4. Any continuing obligations under the User Agreement also apply.
8. Remedies
Each Party acknowledges that damages alone may be an inadequate remedy for a breach. The Disclosing Party may seek injunctive relief, specific performance or other equitable relief in addition to remedies available at law.
9. Publicity
Neither Party may make a public announcement concerning the Purpose or the NDA, or use the other's name or logo to imply an endorsement, without the other Party's prior written consent, except for disclosure required by law. Where this NDA applies, this publicity restriction takes precedence over any general customer-reference permission in the User Agreement.
10. Costs and Stamp Duty
Each Party bears its own costs in preparing and executing the NDA. Stamp duty payable on the NDA is borne by BizCloud, unless the separately signed NDA specifies otherwise.
11. Assignment
Neither Party may assign or transfer the NDA, in whole or in part, without the other's prior written consent. It binds the Parties and their respective successors in title and permitted assigns.
12. Waiver
A failure or delay in exercising a right does not waive that right. A waiver is effective only when made in writing.
13. Entire Agreement and Variation
The NDA, including the provisions expressly incorporated in Section 6A, constitutes the entire agreement between the Parties regarding its confidentiality subject matter and supersedes prior representations, understandings and agreements on that subject, whether oral or written. It does not replace the service scope, payment terms, ownership provisions or other service protections in an applicable service agreement. Variations must be made in writing and signed by authorised representatives of both Parties. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.
Updates to the published template. BizCloud Asia Sdn Bhd may revise this standard NDA template for future agreements, including minor corrections without individual notice. Publication alone does not amend an NDA already accepted or executed, reduce protection for information already disclosed, or change accrued rights or liabilities. An existing NDA, including any incorporated terms, can be changed only through its agreed written variation procedure. Any notice or consent required by law remains necessary.
14. Notices
Notices must be in writing and delivered by hand, courier or email to the addresses identified in the applicable agreement, or to another address notified in writing. An email notice is deemed received on the next business day after sending unless the sender receives a delivery failure message.
15. Counterparts and Electronic Execution
The NDA may be executed in counterparts, each an original and together one agreement. Electronic signatures and scanned copies of handwritten signatures may be used to record the authorised representative's acceptance, subject to applicable Malaysian law and evidential requirements.
16. Governing Law and Jurisdiction
The NDA is governed by the laws of Malaysia. The Parties submit to the exclusive jurisdiction of the courts of Malaysia.
Contact and Customer NDA Requests
To arrange a customer-specific NDA or discuss these terms, contact BizCloud Asia Sdn Bhd at sales@bizcloud.asia or use our contact page.