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    LEGAL

    Terms of Service

    Document Version: 1.0

    Effective Date: December 8, 2025

    Entity: Systems R Sdn Bhd (Company No: 1661269-U)

    Service Name: Systems Ninjas

    PREAMBLE AND ACCEPTANCE

    This Master Services Agreement ("Agreement") serves as the definitive legal contract between Systems R Sdn Bhd ("Company," "We," "Us," or "Provider"), a private limited company incorporated under the laws of Malaysia, and the commercial entity or sole proprietor ("Subscriber," "Client," or "You") accessing the Systems Ninjas ("Platform").

    IMPORTANT NOTICE OF COMMERCIAL USE: BY ACCEPTING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE AND WARRANT THAT YOU ARE ENTERING INTO THIS AGREEMENT FOR THE PURPOSE OF A TRADE, BUSINESS, OR PROFESSION. CONSEQUENTLY, YOU ACKNOWLEDGE THAT YOU ARE NOT A "CONSUMER" AS DEFINED UNDER SECTION 2(1) OF THE CONSUMER PROTECTION ACT 1999 (MALAYSIA). YOU HEREBY WAIVE ANY RIGHTS OR REMEDIES CONFERRED BY SAID ACT TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES ARE PROVIDED ON A STRICT BUSINESS-TO-BUSINESS (B2B) BASIS.

    ARTICLE 1: DEFINITIONS AND INTERPRETATION

    To ensure precision and prevent ambiguity regarding the technical infrastructure, the following definitions apply throughout this Agreement and the annexed Policies.

    1.1 "Authorized User" Means any employee, contractor, or agent of the Subscriber who is authorized to access the Platform under the Subscriber's account credentials.

    1.2 "Background Technology" Means all software, code, algorithms, application programming interfaces (APIs), and infrastructure owned by third-party licensors, upon which the Platform is built and functions.

    1.3 "Confidential Information" Means all non-public information disclosed by one party to the other, whether written or oral, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. This explicitly includes the Proprietary Configuration.

    1.4 "Proprietary Configuration" (The "Snapshot" & "Blueprints") Means the specific arrangement, selection, coordination, and expression of features within the Platform created by the Company. This includes, without limitation:

    • CRM Assets: Proprietary workflows, automation sequences, marketing funnels, email templates, SMS scripts, WhatsApp scripts, custom fields, triggers, and tag structures.
    • Automation Blueprints: The specific logic flows, JSON configurations, scenarios, and API connections that connect the Platform to third-party services.
    • Intellectual Property: While the underlying software tool is licensed from the Background Technology providers, the logic, methodology, and intellectual architecture of the Proprietary Configuration are the exclusive Intellectual Property of Systems R Sdn Bhd.

    ARTICLE 2: INTELLECTUAL PROPERTY & ANTI-CLONING RIGHTS

    2.1 Lease, Not Sale You acknowledge that the Proprietary Configuration is licensed to you, not sold. You are granted a limited, non-exclusive, non-transferable, revocable license to use the automations solely for your internal business operations during the term of your active subscription.

    2.2 Strict Prohibition on Cloning and Duplication To protect our trade secrets, you agree NOT to:

    1. Clone or Export: Copy, export, "snapshot," or migrate any workflow, automation, funnel, or configuration from the Service to another account not managed by Systems Ninjas.
    2. Reverse Engineer: Decompile, disassemble, or attempt to derive the source logic of our scenarios or AI prompt structures.
    3. Resell: Sub-license, rent, lease, or distribute the Proprietary Configuration to any third party ("Agency" or "White Label" use is strictly prohibited unless explicitly authorized in a separate Agency Agreement).

    2.3 Liquidated Damages for IP Theft You acknowledge that actual damages for breach of this Section 2 are difficult to calculate. Therefore, you agree that if you violate Section 2.2, you shall pay Systems Ninjas Liquidated Damages in the amount of USD $15,000.00 (or MYR equivalent) per violation. The parties agree this sum is a reasonable estimate of the damages and is not a penalty.

    ARTICLE 3: AI & AUTOMATION DISCLAIMERS

    3.1 Artificial Intelligence Limitations The Service utilizes Artificial Intelligence (AI) technologies (e.g., OpenAI, Anthropic) for features such as chatbots, voice agents, and content generation. You acknowledge that:

    • Accuracy: AI systems may produce "hallucinations" or factually incorrect information. You are solely responsible for reviewing all AI-generated content before it is sent to your customers.
    • Liability: We are not liable for any loss, reputational damage, or legal liability arising from specific responses generated by AI agents (e.g., an AI bot promising a discount you did not authorize or giving incorrect advice).

    3.2 Automation Risks You acknowledge that automated workflows (e.g., SMS/WhatsApp blasts, auto-dialers) carry inherent risks. We are not liable for:

    • Messages sent to the wrong contacts due to your data entry errors.
    • "Spam" complaints resulting from your aggressive use of automations.
    • Financial losses if an automation triggers unintended discounts or refunds due to your misconfiguration.

    ARTICLE 4: EARNINGS DISCLAIMER

    4.1 No Guarantee of Results While "Systems Ninjas" is designed to enhance business efficiency, we make NO GUARANTEES regarding:

    • Revenue, profit, or sales growth.
    • Lead generation volume or quality.
    • Search engine rankings or ad performance.

    Any testimonials or case studies presented on our website are examples of exceptional results and do not constitute a warranty that you will achieve the same. Your success depends on your market, effort, and business model.

    ARTICLE 5: THIRD-PARTY INFRASTRUCTURE LIABILITY

    5.1 Acknowledgment of Third-Party Tools The Service integrates multiple third-party platforms to deliver functionality. You acknowledge that we do not control these providers. We are not liable for service interruptions, data loss, or feature deprecations originating from these providers.

    5.2 Service Availability We do not guarantee 100% uptime. Downtime caused by these upstream providers is beyond our control and does not constitute a breach of this Agreement.

    ARTICLE 6: ACCEPTABLE USE & COMPLIANCE

    6.1 Prohibited Activities You agree NOT to use the Platform to:

    • Send unsolicited commercial email (Spam) in violation of the CAN-SPAM Act, GDPR, or Malaysian PDPA.
    • Host or transmit content that is illegal, harmful, threatening, abusive, harassment, defamatory, vulgar, or obscene.
    • Sell illegal goods or services.
    • Violate the intellectual property rights of others.

    6.2 Suspension for Violation We reserve the right to immediately suspend or terminate your account without refund if we detect activity that threatens the reputation of our IPs, domain standing, or messaging API integration health. If Meta/WhatsApp bans your number, we are under no obligation to help you restore it.

    ARTICLE 6-A: WHATSAPP & MESSAGING COMPLIANCE

    6A.1 Meta/WhatsApp Policy Adherence You acknowledge that all WhatsApp messaging features within the Platform are ultimately governed by Meta Platforms, Inc.. You agree to strictly adhere to the WhatsApp Business Messaging Policy and Meta Commerce Policy.

    6A.2 Consent & Opt-In (Strict Liability) Unlike SMS, WhatsApp requires explicit, verifiable opt-in. You warrant that every single contact you message via WhatsApp has given you explicit permission to be contacted on that specific channel. Using bought lists, scraped numbers, or "cold" WhatsApp blasting is strictly prohibited and constitutes a material breach of this Agreement.

    6A.3 Number Banning & Quality Ratings Meta assigns a "Quality Rating" to your phone number based on user blocks and reports. Systems R Sdn Bhd is NOT liable for the loss of your phone number, business reputation, or customer data if Meta bans your account due to your messaging behavior. If your WhatsApp capability is restricted or banned by Meta, you are not entitled to a refund of any platform fees or setup fees.

    ARTICLE 7: FEES, PAYMENT, AND REFUNDS

    7.1 Authorization Fees are billed in advance on a monthly or annual basis. By adding a payment method, you authorize us to automatically charge the applicable fees at the start of every new billing cycle.

    7.2 No Refunds on Digital IP (Setup Fees) Due to the immediate access to our proprietary Intellectual Property and the manual labor involved in onboarding, all Setup Fees, Onboarding Fees, and Implementation Fees are strictly non-refundable.

    7.3 Subscription Refunds Monthly subscription fees are non-refundable once the billing cycle has commenced. You must cancel before renewal to avoid charges.

    7.4 Chargeback & Dispute Policy You agree to contact our support team to resolve any billing disputes before initiating a chargeback with your bank. If you initiate a chargeback that is found to be "friendly fraud" (disputing a valid transaction), you agree to pay a Dispute Administration Fee of USD $250.00 plus any legal fees incurred by us to recover the debt.

    ARTICLE 8: INDEMNIFICATION

    You agree to defend, indemnify, and hold harmless Systems R Sdn Bhd, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Platform, your violation of any term of this Agreement, or your violation of any third-party right.

    ARTICLE 9: TERM AND TERMINATION

    9.1 Cancellation Policy ("Cancel Anytime") You may cancel your subscription at any time. To avoid being charged for the next billing cycle, you must submit your cancellation request at least forty-eight (48) hours before your next scheduled renewal date.

    9.2 Data Deletion Upon cancellation, we may retain your data for thirty (30) days as a courtesy. After this period, your data (including leads, funnels, and websites) will be permanently deleted to save server costs. We are not liable for data loss after this 30-day window.

    ARTICLE 10: GOVERNING LAW AND DISPUTE RESOLUTION

    10.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law provisions.

    10.2 Jurisdiction Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia.

    10.3 Class Action Waiver Where permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

    CONTACT US

    If you have questions or comments about this Agreement, please contact us at:

    Systems R Sdn Bhd (1661269-U)
    W105, West Wing Metropolitan Square,
    No. 2, Jalan PJU 8/1, Bandar Damansara Perdana,
    47820 Petaling Jaya, Selangor, Malaysia
    Email: info@systemsninjas.com
    Phone: +6011-37260706