End User License Agreement

1. Introduction and Acceptance

This End User License Agreement and Subscription Terms ("Agreement") governs the subscription to, access to and use of the AMAST Sales software system (collectively, the "Software" or "AMAST Sales") supplied by AMAST SDN BHD ("AMAST", "we", "us" or "our").

AMAST Sales includes, where subscribed or made available:

• the mobile Sales Force Automation application ("SFA"), intended primarily for use by sales personnel and other authorised field users;
• the backend web portal known as the Distributor Management System ("DMS"), which provides administrative, reporting, configuration and data-management functions; and
• any related modules, APIs, reports, documentation, updates, integrations and support services expressly included in the Customer’s subscription.

By signing an order form, completing an online subscription, selecting an acceptance checkbox, installing, accessing or using the Software, the subscribing organisation ("Customer") and each authorised user acknowledge that they have read, understood and agreed to be bound by this Agreement. The individual accepting this Agreement on behalf of a Customer represents that he or she has authority to bind that Customer.

2. Subscription-Based Service

AMAST Sales is provided as a subscription-based service and is licensed, not sold. Access to the Software is conditional upon payment of the applicable subscription fees and continued compliance with this Agreement and any applicable order form, quotation, service order or statement of work.

Unless otherwise stated in writing, subscription fees are billed monthly in advance and include applicable Malaysian Sales and Service Tax (SST).

The initial subscription commitment is twelve (12) months (the "Initial Term"). During the Initial Term, the Customer remains responsible for the subscription charges for the committed period, subject to any express termination rights stated in this Agreement or an applicable written order form.

3. Free Trial

AMAST may offer an eligible Customer a free trial for one (1) month. A free trial does not automatically convert into a paid subscription.

No recurring charge will be made at the end of the trial unless the Customer expressly selects a paid subscription, provides valid payment details and gives the required consent to recurring billing.

Trial access may be limited in duration, number of users, storage, transaction volume, modules, support level or functionality. AMAST may terminate or suspend trial access if it is abused, used unlawfully or used in a manner that threatens the security or integrity of the Software.

4. License Grant

Subject to this Agreement, AMAST grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence during the active subscription period to access and use the Software solely for the Customer’s internal business purposes.

4.1 Mobile Application (SFA)

The Customer may install and use SFA on supported Android devices owned, leased or controlled by the Customer or its authorised users, subject to the applicable subscription entitlement. SFA is licensed, not sold. The Customer shall not sublicense, commercially distribute, reproduce or modify SFA without AMAST’s prior written approval.

4.2 Backend Web Portal (DMS)

The Customer may access and use DMS through supported web browsers. DMS may provide administrative features, user and master-data management, transaction processing, dashboards, reporting, integrations, configuration and other functions made available under the selected subscription plan.

4.3 Authorised Users

Only individuals authorised by the Customer and assigned valid user credentials may use the Software. The Customer is responsible for all activities performed through its accounts, except to the extent caused by AMAST’s breach of its obligations.

5. Recurring Credit Card Billing and Consent

Paid subscriptions using recurring billing are payable by credit card only, unless AMAST expressly agrees to another method in writing.

Before any recurring charge is made, the Customer will be clearly informed that recurring charges apply and will be required to provide express consent. By submitting valid credit card details, selecting the applicable consent checkbox or otherwise expressly authorising recurring billing, the Customer authorises AMAST and its appointed payment processor to automatically charge the designated credit card on the first day of each calendar month for the applicable monthly subscription fees, including SST, until the subscription is cancelled or terminated in accordance with this Agreement.

The Customer must ensure that its payment and billing information remains complete, current and accurate. The recurring charge amount will be based on the selected subscription plan, approved add-ons, authorised usage charges and any pricing changes that have taken effect in accordance with Clause 10.

AMAST does not require credit card details merely to start a free trial unless this is clearly disclosed and separately consented to. In all cases, no paid recurring subscription will commence without the Customer’s express confirmation.

6. Failed Payments, Retry and Suspension

If a recurring credit card payment is unsuccessful, AMAST or its payment processor may retry the transaction up to three (3) times.

If payment remains unsuccessful for seven (7) days after the payment due date, AMAST may suspend the Customer’s access to all or part of the Software without liability. Suspension does not waive or cancel any outstanding payment obligation.

Service may be restored after all overdue amounts have been successfully paid and the payment method has been validated. AMAST may terminate the subscription for continued non-payment after providing reasonable notice.

7. Cancellation Process

The Customer may request cancellation by giving AMAST at least thirty (30) days’ written notice through the contact method stated in the applicable order form, invoice or AMAST website, or by written notice to AMAST’s designated account or support representative.

The cancellation notice must identify the Customer, the relevant subscription or account and the requested cancellation date. AMAST may reasonably verify the authority of the person submitting the cancellation request.

Subject to the Initial Term and any committed fees, the Customer will continue to have access until the end of the paid subscription period applicable to the effective cancellation date. Unless AMAST agrees otherwise in writing, no pro-rated refund or credit will be given for an unused portion of a paid billing period.

Cancellation of recurring billing does not automatically release the Customer from fees already due or from any remaining contractual commitment under the Initial Term.

8. Refund Policy

Subscription fees are generally non-refundable. Any refund request will be reviewed on a case-by-case basis and may be approved or rejected at AMAST’s reasonable discretion, subject to applicable law and any specific written commitment made by AMAST.

9. Renewal

Following the Initial Term, the subscription will continue on a monthly renewal basis unless either party gives the required notice of cancellation or non-renewal. Continued use after renewal constitutes acceptance of the renewal charges and the then-current version of this Agreement, provided that material amendments are notified in accordance with Clause 28.

10. Price Changes

AMAST may revise subscription pricing by giving at least sixty (60) days’ written notice. A revised price will apply only upon renewal and will not be imposed retrospectively during an already-paid subscription period.

If the Customer does not agree to the revised price, its remedy is to provide a valid cancellation or non-renewal notice in accordance with Clause 7 before the revised price takes effect. Continued use after the renewal date constitutes acceptance of the revised price.

11. Restrictions

The Customer and authorised users shall not:

• reverse engineer, decompile, disassemble, decode or attempt to derive the source code, underlying ideas, algorithms or non-public interfaces of the Software, except to the limited extent expressly permitted by applicable law;
• copy, modify, translate, adapt, create derivative works from, sublicense, rent, lease, sell, resell, distribute or commercially exploit the Software except as expressly authorised by AMAST in writing;
• use the Software for any illegal, fraudulent, harmful, abusive or unauthorised purpose;
• remove, conceal or alter copyright notices, trademarks, proprietary legends or other ownership notices;
• share login credentials with unauthorised persons or permit use beyond the purchased subscription entitlement;
• circumvent usage limits, access controls, security measures, audit mechanisms or technical restrictions;
• attempt unauthorised access to the Software, AMAST systems, another customer’s data or any connected network;
• upload malicious code, interfere with service availability, conduct penetration testing without written permission or use the Software to transmit unlawful or infringing material; or
• use the Software to build or assist a competing product through systematic copying of features, workflows, user interfaces or reports.

12. Ownership and Intellectual Property

AMAST retains all rights, title and interest in and to the Software, SFA, DMS, documentation, product designs, interfaces, reports, algorithms, source code, object code, configurations, know-how, trademarks and all related intellectual property rights. No ownership right is transferred to the Customer under this Agreement.

The Customer retains ownership of data lawfully submitted to the Software by or on behalf of the Customer ("Customer Data"). The Customer grants AMAST a limited right to host, process, transmit, reproduce and otherwise use Customer Data only as necessary to provide, secure, support and improve the subscribed service, comply with law and fulfil AMAST’s contractual obligations.

Where the Customer provides feedback, suggestions or improvement ideas, AMAST may use them without restriction or payment, provided AMAST does not disclose the Customer’s confidential information in doing so.

13. Support, Maintenance and Updates

AMAST may provide support, maintenance, bug fixes, patches, enhancements and updates in accordance with the Customer’s subscription plan, an applicable support policy, service-level agreement or statement of work.

Updates may be mandatory for security, legal, compatibility or operational reasons. AMAST may add, modify, replace or discontinue features where reasonably necessary, provided that AMAST will use reasonable efforts to avoid materially reducing the core functionality of a paid service during an active paid period.

Nothing in this Agreement guarantees delivery of any future feature, roadmap item or enhancement unless expressly committed in a signed written document.

14. User Responsibilities

14.1 Data Accuracy and Integrity

The Customer and users are responsible for ensuring the accuracy, completeness, legality and integrity of data entered, uploaded or generated through AMAST Sales. This includes customer information, outlet information, sales transactions, payment records, inventory data, product data, employee data, route information, pricing, discounts, tax data and any other relevant data.

AMAST shall not be liable for errors, omissions, inaccuracies, operational losses or decisions resulting from incorrect, incomplete, misleading or unauthorised data supplied by the Customer or its users.

14.2 Compliance with Laws and Regulations

The Customer and users must comply with all applicable laws, regulations, licences, contractual requirements and industry standards while using the Software, including requirements relating to privacy, personal data, employment, taxation, export control, trade compliance, consumer protection and electronic transactions.

AMAST is not responsible for violations committed by the Customer or its users, or for the Customer’s use of the Software in a manner inconsistent with applicable law.

14.3 Accounts, Devices and Security

The Customer is responsible for managing authorised users, assigning appropriate access rights, protecting credentials, securing devices and promptly notifying AMAST of suspected compromise, unauthorised access or misuse.

14.4 Connectivity and Third-Party Dependencies

The Customer is responsible for suitable devices, internet connectivity, mobile network access, browser compatibility and third-party systems required for its use of the Software, unless expressly included in the subscribed service.

15. Data Integrity and Data Adjustments

AMAST recognises that maintaining accurate data within the Software is important. Data adjustments by AMAST will occur only under the following circumstances:

15.1 System Bugs

If a confirmed software bug, defect or processing error affects data integrity, AMAST may correct the affected data or processing result as reasonably necessary. AMAST will communicate material adjustments to the Customer where practicable.

15.2 Prior Authorisation

Except for corrections reasonably required to address a system bug, security incident, legal requirement or service integrity issue, AMAST will not intentionally alter Customer Data without prior authorisation from the Customer. Proposed data adjustments will be discussed and agreed upon where reasonably practicable.

15.3 Transparency and Audit Trail

AMAST will use reasonable efforts to maintain transparency regarding material data modifications performed by AMAST. Where supported by the Software, relevant changes may be recorded in system logs or an audit trail.

15.4 Customer-Initiated Corrections

The Customer remains responsible for reviewing and approving business corrections, reconciliations or adjustments requested by the Customer. AMAST may charge separately for data correction, recovery or professional services that are not caused by a defect in the Software.

16. User KPI and Performance Metrics

16.1 Calculation Formulas

Certain AMAST Sales functions calculate Key Performance Indicators ("KPIs"), targets, scores, rankings, incentives, visit compliance, sales achievements or other performance metrics based on formulas, rules, data definitions and parameters supplied, selected or approved by the Customer.

AMAST will use reasonable efforts to configure and execute KPI calculations in accordance with the agreed formulas. The accuracy and relevance of the resulting KPI values also depend on the completeness and accuracy of source data, business rules and Customer configuration.

16.2 Performance Assessment and Non-Performing Sales Personnel

KPI outputs are decision-support information and do not provide a complete or conclusive assessment of an individual’s work performance. AMAST shall not be responsible for employment, disciplinary, remuneration, incentive, promotion, termination or other management decisions made by the Customer based wholly or partly on KPI results.

The Customer is encouraged to consider qualitative assessments, teamwork, conduct, market conditions, territory differences, data quality, exceptional circumstances and other relevant factors before making decisions affecting any salesperson, employee, contractor or representative.

16.3 Customer Review

The Customer must review and validate KPI formulas, thresholds, weightings and reports before relying on them for material business or employment decisions and must promptly report suspected calculation discrepancies to AMAST.

17. Privacy and Personal Data

Each party shall comply with applicable personal data and privacy laws, including the Personal Data Protection Act 2010 of Malaysia where applicable.

The Customer is responsible for establishing a lawful basis for collecting, uploading and using personal data through AMAST Sales, providing required notices, obtaining necessary consents and responding to data-subject requests relating to Customer Data.

AMAST will process Customer Data in accordance with this Agreement, its applicable privacy policy, security obligations and any separately executed data-processing terms. The Customer shall not submit sensitive or regulated information beyond what is reasonably required for the intended business use unless appropriate safeguards and written arrangements are in place.

18. Confidentiality

Each party shall protect the other party’s non-public business, technical, commercial and security information using reasonable care and shall use such information only for purposes connected with this Agreement. Confidentiality obligations do not apply to information that is publicly available without breach, lawfully known without restriction, independently developed or lawfully received from a third party.

A party may disclose confidential information where required by law, court order or regulatory authority, provided it gives prior notice where legally permitted.

19. Data Retention, Export and Deletion

Following expiry or termination, AMAST may retain Customer Data for up to thirty (30) days for recovery, transition and administrative purposes before deletion, unless a longer period is required by law, reasonably necessary for dispute or audit purposes, or agreed in writing.

The Customer is responsible for requesting and completing any available data export before the applicable retention period expires. Data recovery, extraction, transformation or migration services outside the standard functionality may be chargeable.

After the retention period, AMAST may permanently delete or anonymise Customer Data from active systems, subject to ordinary backup rotation, legal retention obligations and technical limitations.

20. Service Availability and Suspension

AMAST will use reasonable efforts to make the Software available, subject to planned maintenance, emergency maintenance, internet and telecommunications failures, third-party service interruptions, security events, force majeure and other circumstances outside AMAST’s reasonable control. Any specific availability commitment applies only if stated in a separate service-level agreement.

AMAST may suspend access where reasonably necessary due to overdue payment, suspected fraud, security risk, unlawful use, breach of this Agreement, excessive or abusive usage, threats to platform integrity, legal requirements or maintenance. Where practicable, AMAST will provide notice and an opportunity to remedy the issue.

21. Third-Party Services and Integrations

The Software may interoperate with third-party products, payment processors, cloud services, mapping services, messaging services, device platforms, APIs or other integrations. Third-party services are governed by their own terms and privacy practices. AMAST is not responsible for changes, suspension, unavailability, security failures or data handling by third-party providers except to the extent directly caused by AMAST’s breach.

22. Indemnification

The Customer shall indemnify and hold harmless AMAST, its officers, directors, employees, contractors and affiliates from claims, losses, damages, liabilities, penalties, costs and reasonable legal fees arising from: (a) the Customer’s or a user’s unlawful or unauthorised use of the Software; (b) Customer Data that infringes rights or violates law; (c) breach of this Agreement; or (d) employment, disciplinary or business decisions made by the Customer using information from the Software.

AMAST will promptly notify the Customer of a covered claim and provide reasonable cooperation, at the Customer’s cost. The Customer shall not settle a claim in a manner that admits liability by AMAST or imposes obligations on AMAST without AMAST’s written consent.

23. Disclaimer of Warranties

To the maximum extent permitted by law, the Software is provided "as is" and "as available". AMAST disclaims all express, implied, statutory and other warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, accuracy of output and compatibility with every device, browser, operating system or third-party service.

AMAST does not warrant that the Software will meet every business requirement, prevent all data loss, detect every error or security threat, or produce results suitable for legal, tax, employment or financial decisions without Customer review.

24. Limitation of Liability

To the maximum extent permitted by applicable law, AMAST shall not be liable for indirect, incidental, exemplary, punitive, special or consequential damages, loss of profit, revenue, business, goodwill, anticipated savings, data, opportunity or productivity, or costs of substitute services, whether arising in contract, tort, negligence, statute or otherwise, even if advised of the possibility of such loss.

AMAST’s total aggregate liability arising out of or relating to the Software or this Agreement shall not exceed the subscription fees actually paid by the Customer to AMAST for the affected Software during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation and any other mandatory liability under applicable law.

25. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute through discussion between authorised representatives. If the dispute is not resolved, the parties may agree to mediation or arbitration before commencing court proceedings. Nothing prevents either party from seeking urgent injunctive or protective relief where necessary.

26. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, flood, fire, epidemic, pandemic, war, terrorism, civil disturbance, government action, labour disruption, utility failure, internet or telecommunications outage, cloud-provider failure, cyberattack or widespread failure of third-party infrastructure. Payment obligations for services already provided are not excused by this clause.

27. Termination

AMAST may terminate this Agreement or the Customer’s subscription if the Customer materially breaches this Agreement and fails to remedy the breach within a reasonable period after notice, where remedy is possible. AMAST may terminate or suspend immediately for unlawful use, serious security risk, fraud, intellectual-property infringement or persistent non-payment.

Upon termination, the Customer and all authorised users must cease using the Software and uninstall or destroy any locally stored copies where applicable. Clauses intended by their nature to survive termination, including payment, ownership, confidentiality, indemnification, disclaimers, limitation of liability, data retention, dispute resolution and governing law, will remain effective.

28. Updates and Modifications to this Agreement

AMAST may update this Agreement to reflect changes in law, payment requirements, security practices, technology, features or business operations. AMAST will notify the Customer of material changes through email, the Software, the website or another reasonable channel.

Changes affecting an active paid subscription will normally take effect on renewal unless earlier implementation is required by law, security necessity or a regulatory or payment-provider requirement. Continued use after the effective date constitutes acceptance of the revised terms.

29. Notices

Notices under this Agreement must be in writing and may be delivered by email, registered post, courier, in-product notification or another method stated in the applicable order form. A cancellation notice must comply with Clause 7.

30. Assignment

The Customer may not assign or transfer this Agreement, in whole or in part, without AMAST’s prior written consent. AMAST may assign this Agreement to an affiliate or in connection with a merger, restructuring, sale of business or transfer of the relevant product or assets.

31. Severability and Waiver

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Failure to enforce a provision is not a waiver of that provision or any later breach.

32. Entire Agreement and Order of Precedence

This Agreement, together with the applicable order form, quotation, service order, statement of work, service-level agreement, privacy policy and any expressly incorporated documents, constitutes the entire agreement concerning the Software and supersedes prior discussions or understandings on that subject.

If there is a conflict, the following order of precedence applies unless expressly stated otherwise: (1) a signed order form or statement of work; (2) a signed service-level or data-processing agreement; and (3) this Agreement.

33. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Subject to Clause 25, the courts of Malaysia shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

34. Electronic Acceptance and User Acknowledgment

By selecting "I Agree", confirming a paid subscription, providing recurring billing consent, signing an order form, installing, accessing or using AMAST Sales, the Customer and users acknowledge that they have read, understood and agreed to this Agreement.

Users and Customers are encouraged to obtain independent legal advice if they have questions about this Agreement or its application to their circumstances.

35. Contact Details

Questions, notices, subscription cancellation requests and billing enquiries should be directed to: