Terms of Use

These Terms of Use (“Terms”) govern your use of the services and materials provided by Centry Digital Sdn. Bhd. (“Services”) (or referred to as “us”, “our”, “we”). Please read these Terms carefully.

By accessing and using the Services, you agree that you have read, understood and accepted the Terms, including any additional terms and conditions and any policy referenced herein, available on the services and materials or available by hyperlink (“Client”). If you do not agree or fall within the Terms, please do not use our Services.

We reserve our right, at our discretion, to change, modify, add, or remove part or parts of these Terms at any time and any such change, modification, addition or deletion shall be effective upon its posting at https://www.centry.digital/policies/terms-of-use. Please check these Terms periodically for changes. Your continued use of our Services following the posting of changes to these Terms will mean you accept those changes.

1. Definitions and Interpretations

This “Agreement” means this Terms of Use and includes the Privacy Policy, and LEAFS signed by the Client (if any).

“Centry” or “Centry Digital Sdn. Bhd.” means our Company and would also mean our affiliate company Centry Taxation Sdn. Bhd., where applicable.

“Client” means the entity, company and/or individual(s) who had made payment, part or full, for our Services, and (i) has received the Letter of Engagement & Agreement for Services (“LEAFS”), and/or (ii) did not sign LEAFS for our services for company incorporation and/or secretarial services.

“Know-Your-Customer” or “KYC” means the onboarding process set out under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”), and such onboarding process has been completed when the Client (and/or its director(s)) has signed on the LEAFS or Client who did not sign LEAFS but engaged our services for company incorporation and/or secretarial services.

“Services” means the services received from us, and more specifically as set out in Schedule B of the LEAFS and/or on our website in relation to our services for company incorporation and/or secretarial services.

In the event there is any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the LEAFS, the provisions of LEAFS shall prevail.

2. Our Services and Client’s Use of Our Services

2.1

We shall perform AMLA and background checks on the Client and reserve the rights to continue monitoring the Client during the whole duration where the Client requires our Services.

2.2

We reserve the right to disclose our files to regulatory bodies in the exercise of their powers. We are bound by the ethical guidelines of the relevant professional institute and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. (Regulatory Requirements & Ethical Guidelines)

2.3

Our Services are also more specifically set out in LEAFS Schedule B and our standard pricing are set out in LEAFS Schedule C.

3. Client’s Responsibility

3.1

Client undertakes to comply with and not contravene all applicable laws, regulations and directives, including and without limitation, the laws of Malaysia, relating to the use and access of the Services. Where applicable the Client shall comply with the following obligations and/or responsibilities: -

3.3

Company Secretarial
Refer to Schedule B.1 of LEAFS

3.4

Accounting
Refer to Schedule B.2 of LEAFS

3.5

Sales and Services Tax
Refer to Schedule B.3 of LEAFS

3.6

Payroll
Refer to Schedule B.4 of LEAFS

3.6

Taxation
Refer to Schedule B.5 & B.6 of LEAFS

4. Intellectual Property and Limitation of Use

4.1

All Materials and/or Services provided by us remains and/or shall be our copyright or intellectual property or its Information Providers or third party (as the case may be).

4.2

User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Material and/or Services, information, data, software, products or services obtained from us.

5. Privacy Policy

5.1

For our Privacy Policy, kindly visit https://centry.com/policies/privacy-policy

6. Indemnity

The Client agrees that it shall indemnify, defend and hold harmless, to the fullest extent permitted by law, our respective officials, directors, employees, members, agents, affiliates, partners, holding company and subsidiaries (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations, liabilities, demands, charges, fines, penalties and expenses (including, without limitation, reasonable legal fees) of any kind and nature, suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of or relating to the terms and obligations in this LEAFS, excluding gross negligence or intentional or wilful misconduct by us where our liability shall not exceed RM100.00 (Ringgit Malaysia One Hundred only).

7. Third Party Platforms

7.1

We recommend the use of Third Party platforms, however, your use of such platforms shall be subject to their respective terms of use, terms and conditions, privacy policy, etc (“their Terms”). Any service(s), application(s) and/or software(s) where its domain does not contain “centry.digital” are defined as Third Party platforms.

7.2

You, the Client shall fully indemnify us, as per the Indemnity clause above, for any and all third party claims, Loss, liability, damages and/or costs (including but not limited to legal fees) arising out of or in connection with your use of any and all of the Third party platforms, or any breach of their Terms.

7.3

We provide no support from use of any Third Party platform, and the Client shall seek assistance directly from such Third Party platform(s).

8. Subcontracting and outsourcing policy

8.1

We reserve full rights to subcontract and outsource all or part of the Services to third party(ies).

8.2

Subject to Clause 8.1 above, unless stated otherwise, all fees and payment for our Services shall be invoiced by Centry.

9. Termination

9.1

Subject to clause 9.3 below, we reserve full rights to terminate any Client, at our sole and absolute dissection, and give such Client thirty (30) days’ notice, including but not limited to the failure to comply and/or breach of the Terms of Use, and in the event there is a refund request, without any refund.

9.2

Subject to clause 9.3 below, either party may terminate this relationship by giving the other party thirty (30) days’ written notice. Upon receiving the said written notice, unless the Parties agree in writing otherwise, no further and/or additional work shall be undertaken, and parties shall only perform the handover of all documents. In the event, that the Parties agree in writing for further and/or additional work to be undertaken, such work shall be subject to fees payable. After termination, all our retention of records rights apply.

9.3

Upon our discovery of a Client that is a high-risk individual and/or company as per our internal risk assessment matrix (including but not limited to illegal or unethical conduct), at our discretion, we reserve the rights to immediately cease our Service to such Client and terminate contractual relationship with such Client.Can we include a separate clause for this to say that if there is any breach or threaten to breach, or in our sole discretion believes violate any of the terms and conditions, rights, or is otherwise inappropriate for continued access,  without refund and without prior noticeSeems very wide, usually a fair termination works both ways. Let me have a think, and draft this without convoluting this principle.I think the intention is more to cater for cases where we discover elements of fraud, breaking the law, etc where we want to be able to immediately cut off the client without going through the 30 days process. Perhaps can narrow down the wording to this

10. Refund Policy

10.1

Thank you for being a Client of our Services. Subject to 10.4 below, we do not maintain a refund policy.

10.2

If your company/LLP incorporation application is rejected by the Companies Commission of Malaysia (CCM), you will not be entitled to a refund for any services purchased from us. We will continue to assist until your company is successfully incorporated.

10.3

No refund shall be given for any termination of services resulting from your failure to comply with our KYC procedures.

10.4

Where you have made advance payments in respect of the company secretarial services and the services are terminated in accordance with Clause 9.1, 9.2 or 9.3 of these Terms, you will be entitled to a refund of the advance payments made to us which amount is to be pro-rated from the date of termination. No refund will be given in any other circumstances.

11. Change to terms

We may revise these Terms and/or the Agreement from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be at https://www.centry.digital/policies/terms-of-use, will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to your designated email. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

12. Confidentiality

12.1

The Client also acknowledges that Centry in the course of their work may view or otherwise allowed access to information that the Client may consider confidential, where such disclosure of such “Confidential Information” could result in a competitive or other disadvantage to the Client. (“Confidential Information”)

12.2

In such a case, Centry shall undertake to ensure that there is no disclosure of such Confidential Information

12.3

Should the Client intend to deem certain information as “Confidential” and is wider than the definition in Clause 13.1 above, the Client shall put this in writing to Centry and marking the documents and such information as “Confidential”.

13. Governing Law

This Agreement (Terms of Use) shall be governed and construed in accordance with the laws of Malaysia.
Last updated: 1 October 2022 (Version 1.0)
Centry Client Success Team
Centry Client Success Team
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