Website Terms & Conditions

1.1 You wish to use SAGE services (meaning services as provided under these Terms; hereinafter “Service”, or the “Services”).

1.2 SAGE means Sage 42 Apps Sdn Bhd, a company registered in Malaysia and whose office is situated in Suite 35A, Level 35, Vista Tower, The Intermark, 348, Jalan Tun Razak, 50400 Kuala Lumpur

1.3 You wish to use the Services and SAGE are willing to make the Services available to You subject to and in accordance with these Terms.

2.1 You are entering into a binding agreement. If You accept these Terms of use of SAGE’s Service on behalf of Your employer and another person, You confirm that You have the consent of Your employer or that person to act on their behalf. THESE TERMS APPLY TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON SAGE’S WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS. In order to access and retain Your electronic records, You may be required to have certain hardware and software, which are Your sole responsibility.

2.2 You are not eligible to accept these Terms or use SAGE’s Services if You are not of legal age to form a binding contract with Us of if You are barred by law to use said Services.

The Service that You will use under these Terms shall be provided in accordance with the respective particulars, that You accept, as found on Service Description. By accepting these Terms, You accept the application of the Service Description and confirm that you are familiar with them. SAGE reserves the right to change or modify the Service Description at any time and at its sole discretion.

4.1 SAGE will make the Services available to You using all reasonable skill and care. You do however acknowledge and agree that the availability of the Services, Your ability to access and/or use the Services and conducting any of given Chargeable Event may depend upon factors beyond SAGE’s reasonable control, including (but not limited to):

Factors affecting the operations of the Services and/or preventing Chargeable Event from being successfully conducted such as, by way of example, geographical or topographical shortcomings in the network of any telecommunications network operator (“Network Operator”), network capacity, physical obstructions, atmospheric conditions, Internet connectivity and access; or
Factors affecting the operations of platform providers (“Providers”) such as, Social Media Platform Operators – (example: Facebook, Instagram), Social Messaging Platforms Operators (example: Facebook Messenger, Whatsapp, Telegram), AI platforms (example: OpenAI), DNS providers, Cloud Firewall providers; or
Other factors preventing end-users from using SAGE’s Services which are caused directly or indirectly by other system or service providers.

4.2 SAGE cannot therefore guarantee:

That the Services will be available to You at all times or free from faults or interruptions.
The receipt by any intended recipient of any Chargeable Event sent using the Services (as applicable).
The receipt of any intended communications for You from any Providers.

4.3 SAGE will not be in any way liable for any failure to make the Services available to You to the extent that such failure results from a technical or other failure on the part of any Network Operator, Provider or any other event which is beyond SAGE’s reasonable control. SAGE provides all Services “as is” and “as available”, and hereby do not warrant, represent or guarantee, whether expressly or by implication, that any Services are free of errors or interruptions, always available, fit for any purpose, secure or do not infringe any third party rights.

4.4 SAGE may, at Our sole discretion, alter or improve the Services provided to You at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.

4.5 It may be necessary from time to time for SAGE to suspend the Services provided to You for routine or emergency maintenance and/or repairs and SAGE will, in so far as it is reasonably possible, provide You with a reasonable period of notice prior to any such suspension.

SAGE may at Our sole discretion suspend Your access to the Services and/or cease to allow any Chargeable Events to be conducted by You at any time. SAGE is entitled to terminate these Terms for any reason, in which case SAGE will give You appropriate notice as soon as is reasonably possible.
Should Your account utilised in the provision of SAGE Service be inactive through a period of 3 (three) months it remains in SAGE’s discretion to suspend SAGE Services to You. You can reactivate the account with a request to SAGE sent 3 (three) working days prior to the required reactivation.

5.1 In order to provide SAGE’s Services, certain information may be required. You must ensure that the information is complete and accurate. SAGE may suspend or terminate any service if You give information that is not complete and accurate. You warrant that all information You provide to SAGE is complete and accurate and You indemnify SAGE against any liability that may arise as a result of Your failure to provide complete and accurate information. You must immediately notify SAGE if any of Your information changes.

5.2 SAGE will provide You with a user name or a customer ID or ask You to choose authentication credentials for each account. SAGE may change, cancel or suspend Your account, which You will be notified about.

5.3 You:

must keep Your username, customer ID, password, ApiKey, login token or any other secret authentication credential confidential.
must not circumvent, or attempt to circumvent, SAGE’s user authentication systems.
must inform SAGE immediately of any unauthorised use of Your account or any other breach of security, including suspected doubts of such scenarios.
are entirely responsible for all payments and any activities that occur on Your account.
are liable for any damage, loss or costs that SAGE or any third party may sustain as a result of any of Your actions, or any actiony use of Your authentication credentials, account name or account information by a third party or as a result of Your violation of this section.
are responsible for authorised and unauthorised use of Your account in case any of the best security practices are not or had not been implemented from Your behalf at the moment of questionable activity on Your account (i.e. in scenarios where, due to Your inability to implement maximum security measures available at your disposal, a potential unauthorised activity had taken place). This includes (list not exhaustive): service login, subsequent data insight, sending messages traffic, payments. Responsibility for these activities includes assuming liability for any damage, loss or costs that SAGE or any third party may sustain as a result of these activities.
must cooperate with SAGE during the resolution of potential unauthorised use of Your account, regardless of its cause and source of initial reporting.

6.1 You will at all times keep confidential all information acquired as consequence of using SAGE’s services, except for information already in the public domain or information which You are required to disclose by law, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services. When using SAGE’s Services, You shall comply with all laws and regulations applicable to the use of the Services and with SAGE’s Terms or any other terms as agreed between Us.

6.2 With respect to the processing of personal data of Your end-users that You provide to SAGE through our Services, You are the controller and SAGE is the processor. You guarantee that You have obtained all required and valid consents under the applicable data protection laws and regulations as required for the processing of personal data by SAGE for the performance of Our Services. SAGE will process that personal data ONLY upon Your implicit or explicit request and instructions.

6.3 SAGE’s access of Your data and personal data of your end-users is for Your support for using Our Services. Please view SAGE’s Acceptable Use Policy for more information.

7.1 SAGE will provide online technical support via email in respect of the Service available to You at the following e-mail address: support@sage42.net

8.1 You agree to pay all Charges due to SAGE in respect of making the Service available to You and Your access to use of the Service (“Customer Charges”) by the prepayment method and in accordance with the terms as set hereof.

8.2 You agree to pre-purchase credits for each month of the Agreement or such other period as is agreed between Us. The monthly Package or each Chargeable Event that You conduct using the Service will therefore reduce the value of the credits available to You by the corresponding amount.

8.3 Any change in prices that might occur for one or more Service, Package, Chargeable Event, Provider charges will be communicated to You via email and/or noted on SAGE website.

8.4 You shall be solely responsible, by seeking adequate Chargeable Event credit allocation(s) and checking Your remaining available Chargeable Event credit level on SAGE website, for ensuring that You have enough Chargeable Event credits to meet Your requirements from time to time and SAGE shall not be in any way responsible or liable in the event that You have insufficient Chargeable Event credits to meet Your requirements, and/or have exceeded Your Chargeable Event credit allocation(s), for any period.

8.5 For the avoidance of doubt, a Charge will be incurred for every Chargeable Event conducted by You regardless of whether it is successfully executed.

8.6 If You do not pay any Customer Charges in accordance with the applicable payment terms, SAGE reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allow any Chargeable Event to be conducted by You until further payment is received by SAGE which fully covers any unpaid Charges.

8.7 You are responsible for the payment of all bank and finance charges. Please ensure that the amount received on SAGE’s bank account, after deductions, corresponds to the full amount you owe SAGE.

8.8 You will not be able to receive any refund for the payment made (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable customer protection laws.

Parties hereby grant each other the right to use and display each other’s name and logo (“Trademarks”) for promotional means on the respective websites or other promotional material, however, restricted solely in connection with the services provided under this Agreement. Any usage under this clause shall be done according to the proprietor Party’s guidelines as they may be provided from time to time. Neither Party shall use the other Party’s Trademarks in any manner that will disparage, harm or otherwise damage the other Party’s goodwill in its Trademarks. The Party using the Trademarks shall not, at any time, misuse the same or present itself as an affiliate or other legal agent of the Party whose Trademarks are being used.

10.1 You warrant that You will not:

Use the Services or permit the Services to be used to send Chargeable Events to any end-user for marketing purposes without that end-user’s implicit or explicit request for, or prior consent, to receiving them. If you are sending any Chargeable Event for commercial purposes to any of Your end-users, You must abide by the Providers’ practices of the end-users’ jurisdiction, including but not limited to, obtaining prior express written consent from those end-users, and give all end-users the right to opt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s election to opt out).
Use the Services or permit the Services to be used to convey Chargeable Events to any end-user, with a frequency and in numbers which are excessive in SAGE or Providers’ reasonable opinion.
Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose.
Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, illegal, abusive, obscene or menacing character or nature.
Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or
Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.

10.2 You will at all times during the duration of the Agreement:

Send only Chargeable Events that comply with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offense in view of the generally prevailing standards of decency and propriety from time to time.
Comply with all reasonable directions and instructions issued by SAGE from time to time in relation to the Services.
Comply with standard practices and instructions issued by Providers.
Comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator; and
Not act in any manner likely to bring SAGE, the Service or any Network Operator and Provider into disrepute.

10.3 In the event SAGE has reason to believe Your content being transmitted is unauthorised, prohibited, in any way illegal or otherwise not allowed, SAGE has the take any steps or measures necessary to safeguard both SAGE’s as well as the Network Operator’s and Provider’s security. Furthermore, SAGE shall not be liable or obligated to deliver such messages to the End-User(s) nor shall You be entitled to seek refunds, chargebacks or other forms of compensation in relation to the messages from this section.

10.4 You will, upon request, provide SAGE or any related Network Operator, Provider or Regulator with any information relating to Your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete.

10.5 You will not state or imply any approval by SAGE of any particular Chargeable Event that You send using the Services or refer to SAGE in any way without SAGE’s prior written approval.

10.6 SAGE may, at Our sole discretion cease to convey or receive, and You will promptly cease to transmit at SAGE’s request, any Chargeable Event.

10.7 You warrant that You are the sole owner or licensor of all rights in Your End-User Data or You have obtained all necessary rights, licenses and consents from all relevant third parties to enable You, SAGE and SAGE’s sub-contractors to use the End-User Data for the purposes of the Agreement.

11.1 To the maximum extent permitted by applicable law, sage shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

your use or the inability to use the services.
the cost of procurement of substitute goods and services resulting from any goods, data, information, content and/or any other services obtained through the site.
the unauthorised access to, or alteration of, your registration data and/or verified profile; and
any other matter relating to the website and/or the services offered on the website.

11.2 The limitations of this subsection shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not sage have been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

11.3 You agree to indemnify and hold SAGE, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against SAGE by any third party due to, arising out of or in connection with Your use of the website and/or the Services.

11.4 SAGE will not be in any way liable for the content of any Chargeable Events sent or transmitted using the Service and the full responsibility for their content shall rest on You. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service. By using the Service you also agree to be bound by the Rules of Use.

11.5 Notwithstanding the foregoing, You acknowledge you will be solely responsible for any legal liability arising out of or relating to the Content and Services (whether transmitted on Your own or on any Third Party’s behalf).

11.6 Subject to any express provision to the contrary in these Terms, SAGE will not in any circumstances be liable to You in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.

11.7 Each party acknowledges that neither You, nor SAGE, have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

11.8 SAGE shall at all times in respect of the subject matter of these Terms comply with all applicable laws, regulations and rules having equivalent effect.

11.9 You shall be responsible for explaining and answering to any complaints that SAGE receive from any relevant regulatory body or Provider resulting from Your use of the Service. SAGE will forward any complaints to You as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body or Providers and must forward a copy of Your response to SAGE immediately. You will be liable for any fines and/or penalties imposed by any regulatory body or Providers against You or SAGE or any of our associated companies, due to Your contravention of these Terms.

12.1 Either Party can terminate this Agreement at any time by notice to the other Party with or without cause.

12.2 Either party may also terminate this Agreement with immediate effect by notice to the other party if:

The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading.
The other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or
Any license required for SAGE to operate the Services is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license: Is not granted to SAGE; or Is granted to SAGE but in such a way as to prevent SAGE from continuing to make the Services available or a Network Operator or Provider from enabling SAGE to make the Services available.

12.3 SAGE may terminate the Agreement immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for SAGE to make the Services available.

12.4 Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.

12.5 On termination of the Agreement:

You will immediately cease to use the Services; and
All amounts then owed to SAGE, under or in connection with the Agreement, will become immediately due and payable.
All amounts outstanding until the completion of committed period of usage of Our Service.
You will forfeit any unused credit on Your account, except for payments received by SAGE within seven (7) days prior to termination.
All licenses and rights granted under these Terms will terminate immediately.

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators and Provider), acts of government or Regulators or telecommunications network or Provider’s congestion or downtime.

SAGE shall be entitled to assign, in whole or in part any rights, interests or obligations under this Agreement to either third parties or SAGE’s successors and assigns without Your prior written consent.

15.1 All content, trademarks and data on SAGE website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to SAGE, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights on this website are expressly reserved.

15.2 SAGE may grant You an individual, personal, non-exclusive and non-transferable license (“the License”) to use our proprietary software or application service and Services, in object code form only, and only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You may not reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of our software; modify, translate, or create derivative works based on the software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the software or application; or remove any proprietary notices or labels with regard to the Services. SAGE retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify SAGE of any suspected infringement of SAGE’s intellectual property of which You become aware and will take all reasonable action as SAGE may direct in relation to that suspected infringement where such is directly and specifically related to the Services SAGE provide You.

15.3 These Licenses terminate when SAGE’s contract with You ends and You must destroy and stop using all of SAGE software and applications in your possession. The software is provided and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability found elsewhere in these Terms. It is your responsibility to test the services before entering into this contract.

15.4 Content from SAGE website may not be used or exploited for any commercial and non-private purposes without SAGE’s prior written consent.

15.5 You hereby instruct SAGE to create Resultant Data based on the communications and other data related to the use of the Services, and authorise the use of Resultant Data for the improvement and development of SAGE Services and products and for any other legally permitted purposes. You hereby unconditionally and irrevocably grant to SAGE an assignment of all right, title, and interest in and to the Resultant Data including all intellectual property rights relating thereto. For the purposes of this clause Resultant Data shall mean anonymised data and information related to Your use of the Services, including anonymised communications, that is used by SAGE in an aggregated and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Services. Resultant Data shall not include (directly or by reference) any:

information identifying You or any identifiable customer or individual or
Your confidential information.

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by and rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

These Terms shall be governed by and construed in accordance with laws of Malaysia and the parties hereto submit to the non-exclusive jurisdiction of the Malaysian courts for the purpose of enforcing and claim arising hereunder.

Website Terms & Conditions

1. Introduction

2. Binding Effect

3. The Service

4. Availability and Interruption of the Service

5. Account, Passwords and Security

6. Confidentiality and Data Protection

7. Support services

8. Charges and Payment

9. Marketing

10. Rules of Use

11. Disclaimers, Limitations of Liability and Indemnification

12. Term and Termination Indemnification

13. Force Majeure

14. Assignment

15. Intellectual Property

16. Severability

17. Governing Law & Dispute Resolution