Terms & Conditions — Client

These Terms and Conditions ("Terms") govern the subscription to and use of the Joyous Early Intervention Programme System ("the System", "EIP System", or "the Platform"), a proprietary cloud-based software-as-a-service ("SaaS") application developed, owned, and operated by Joyous Kiddy HQ Sdn Bhd(Company No. 1244379-D), a company incorporated in Malaysia ("the Company", "we", "us", or "our").

By subscribing to or accessing the System, you ("Client", "Client Company", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Notice, and all applicable laws and regulations of Malaysia, including the Personal Data Protection Act 2010 (Act 709) ("PDPA").

If you do not agree with any part of these Terms, you must not subscribe to or use the System.

1. Definitions

In these Terms, unless the context otherwise requires:

• "Client Company" means the organisation, company, or entity that has entered into a subscription agreement with the Company to use the System.
• "Authorised User" means any individual designated by the Client Company to access and use the System, including but not limited to administrators, teachers, therapists, and supervisory staff employed or engaged by the Client Company.
• "Student Data" means all personal data, educational records, assessment results, medical information, photographs, and any other information relating to students enrolled in programmes managed through the System by the Client Company.
• "System" means the EIP System cloud-based platform, including all software, features, interfaces, documentation, and updates provided by the Company.
• "Subscription" means the right to access and use the System as granted under the subscription agreement between the Company and the Client Company, subject to these Terms.
• "Services" means the provision of access to the System, technical support, maintenance, and any other services agreed upon between the Company and the Client Company.

2. Service Description

2.1. EIP System is a cloud-based SaaS platform designed for the management of special needs education programmes. The System provides the following features, which may be updated or expanded from time to time:

• Student profile management and enrolment tracking;
• Trial checklists and initial assessment tools;
• Observation reports with structured assessment frameworks;
• Individualised Education Plans (IEP) with goal setting and tracking;
• Biweekly progress reports;
• Weekly lesson planning tools;
• Resource library for educational materials;
• Multi-level approval workflows for educational reports;
• PDF export and report generation;
• Role-based access controls and audit logging.

2.2. The Company reserves the right to modify, update, enhance, or discontinue any feature of the System at its discretion. Material changes to core functionality will be communicated to the Client Company with reasonable notice.

3. Account and Access

3.1. Upon activation of the Subscription, the Client Company shall designate one or more administrators ("Client Administrators") who shall be responsible for creating and managing user accounts within the System.

3.2. Each Authorised User shall be assigned individual login credentials. Credentials are personal and non-transferable. The Client Company shall ensure that each Authorised User maintains the confidentiality of their login credentials.

3.3. The Client Company is responsible for ensuring that all Authorised Users comply with these Terms. Any breach of these Terms by an Authorised User shall be deemed a breach by the Client Company.

3.4. The maximum number of Authorised Users shall be as specified in the applicable subscription agreement or invoice. The Company reserves the right to suspend or restrict access if the Client Company exceeds the permitted number of users.

3.5. The Company reserves the right to suspend or terminate access to the System at any time if the Client Company or any Authorised User breaches these Terms or if continued access poses a risk to the security or integrity of the System.

4. Acceptable Use

4.1. The Client Company and its Authorised Users agree to use the System solely for its intended purpose of managing student educational records, assessments, reports, and related administrative functions.

4.2. The Client Company and its Authorised Users shall not:

• Access, copy, download, or distribute data from the System for any purpose other than the management of the Client Company's educational programmes;
• Attempt to gain unauthorised access to any part of the System, other accounts, computer systems, or networks connected to the System;
• Introduce any virus, malware, or other harmful code into the System;
• Use the System in any manner that could damage, disable, overburden, or impair the System or interfere with any other party's use of the System;
• Modify, adapt, reverse-engineer, decompile, or disassemble any part of the System;
• Use the System to store or transmit any content that is unlawful, defamatory, or infringes upon the intellectual property rights of any third party;
• Sub-license, resell, or provide access to the System to any third party without the prior written consent of the Company.

5. Intellectual Property and Proprietary Information

5.1. The System, including but not limited to its source code, design, user interface, logos, trademarks, documentation, educational templates, assessment methodologies, goal bank taxonomies, workflow processes, and all related intellectual property, is the exclusive property of Joyous Kiddy HQ Sdn Bhd and is protected under Malaysian and international intellectual property laws, including the Copyright Act 1987 and the Trademarks Act 2019.

5.2. No licence, right, or interest in any trademark, trade name, or service mark of the Company is granted to the Client Company under these Terms, except the limited right to use the System as expressly provided herein.

5.3. The Client Company shall not use knowledge gained from the System, its design, structure, methodologies, or operational concepts to develop, assist in developing, or advise on the development of any competing or similar system, product, or service.

5.4. Client's Student Data: For the avoidance of doubt, Student Data entered into the System by the Client Company or its Authorised Users remains the property of the Client Company. However, the structure, design, templates, workflows, and methodologies of the System used to collect, organise, and present such data are and shall remain the exclusive intellectual property of the Company.

5.5. Proprietary Business Information: The design, structure, features, workflows, methodologies, and operational concepts of the System constitute proprietary business information and trade secrets of the Company. The Client Company and its Authorised Users shall not, whether during or after the Subscription term:

• Disclose, describe, or communicate the features, functionality, design concepts, assessment frameworks, or operational workflows of the System to any person who is not an Authorised User;
• Copy, reproduce, or replicate the structure, layout, templates, or methodologies employed by the System for any purpose;
• Share screenshots, recordings, or descriptions of the System's interface, reports, or internal processes with any third party without the prior written consent of the Company.

5.6. This obligation regarding proprietary business information shall survive the termination of the Subscription for a period of five (5) years, or such longer period as may be required to protect the Company's legitimate business interests.

6. Personal Data Protection (PDPA Compliance)

6.1. Data Processing Roles: For the purposes of the PDPA and these Terms, the Client Company is the data controller in respect of Student Data and the personal data of its Authorised Users. The Company acts as a data processor, processing personal data solely on behalf of and in accordance with the documented instructions of the Client Company.

6.2. Data Processing Obligations: The Company shall:

• Process personal data only in accordance with the Client Company's documented instructions and for the purposes of providing the Services;
• Implement appropriate technical and organisational security measures to protect personal data against unauthorised access, disclosure, alteration, or destruction, including encryption of data in transit and at rest, role-based access controls, and comprehensive audit logging;
• Not disclose or transfer personal data to any third party without the prior written consent of the Client Company, except as required by applicable law;
• Promptly notify the Client Company of any personal data breach that affects the Client Company's data;
• Assist the Client Company in responding to data subject access requests and other regulatory obligations under the PDPA.

6.3. Client Company Obligations: The Client Company shall:

• Ensure that all necessary consents have been obtained from data subjects (including parents, guardians, and staff) prior to entering personal data into the System;
• Comply with all applicable data protection laws and regulations in respect of the personal data processed through the System;
• Provide clear and accurate processing instructions to the Company.

6.4. Types of Personal Data Processed: The System processes the following categories of personal data:

• User information: name, email address, phone number, and role designation;
• Student information: name, date of birth, gender, medical information, photographs, parent/guardian contact details, and educational assessment data;
• Usage data: login timestamps, IP addresses, browser information, and audit logs of actions performed within the System.

6.5. Data Retention: Personal data shall be retained for the duration of the Subscription and for a period of thirty (30) days following termination, after which the Company may delete all Client Company data in accordance with Section 14. The Client Company may request earlier deletion of specific data during the Subscription term.

6.6. Cross-Border Transfer: Personal data stored within the System may be hosted on servers located outside Malaysia. The Company shall ensure that adequate safeguards are in place to protect personal data in accordance with the PDPA and shall notify the Client Company of any cross-border transfer arrangements.

7. Confidentiality

7.1. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation:

• The Company's Confidential Information: the System's design, features, source code, operational methodologies, assessment frameworks, educational templates, business processes, pricing, and customer lists;
• The Client Company's Confidential Information: Student Data, business information, organisational data, and any information provided to the Company in connection with the Subscription.

7.2. Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

7.3. Neither party shall disclose, reproduce, or distribute Confidential Information of the other party to any third party without the prior written consent of the Disclosing Party, except as required by applicable law or regulation.

7.4. The obligations of confidentiality shall survive the termination of the Subscription for a period of five (5) years, or indefinitely in the case of trade secrets.

8. Non-Solicitation

8.1. Non-Solicitation of Employees: For a period of two (2) years following the termination of the Subscription, the Client Company and its officers, directors, employees, and agents shall not, directly or indirectly:

• Solicit, recruit, entice, or encourage any employee, teacher, therapist, developer, or contractor of the Company to leave their employment or engagement with the Company;
• Hire or engage any person who is or was, at any time during the six (6) months preceding the termination, an employee or contractor of the Company.

8.2. Non-Competition: For a period of two (2) years following the termination of the Subscription, the Client Company shall not use knowledge of the System's design, structure, features, methodologies, or operational concepts to develop, commission, or operate any software system or platform that is substantially similar to or competes with the System.

8.3. Non-Solicitation of Clients: For a period of two (2) years following the termination of the Subscription, the Client Company shall not, directly or indirectly, solicit, canvass, approach, or entice away any other client or subscriber of the Company.

8.4. Clarification: For the avoidance of doubt, these non-solicitation obligations are not a restraint of trade. The Client Company remains free to carry on any lawful business. These obligations are limited to preventing the misuse of confidential information and proprietary knowledge acquired through the Subscription.

9. Subscription Fees and Payment

9.1. The Client Company shall pay the subscription fees ("Fees") as specified in the applicable subscription agreement, order form, or invoice issued by the Company.

9.2. Fees are due and payable within fourteen (14) days of the date of invoice, unless otherwise agreed in writing between the parties.

9.3. Late Payment: If the Client Company fails to pay any amount due under these Terms by the due date, the Company shall be entitled to charge interest on the overdue amount at the rate of one and a half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until the date of actual payment.

9.4. Suspension for Non-Payment: If payment remains outstanding for more than fourteen (14) days after the due date, the Company reserves the right to suspend the Client Company's access to the System upon providing fourteen (14) days' written notice. Access shall be restored upon receipt of full payment of all outstanding amounts.

9.5. All Fees are non-refundable unless otherwise expressly stated in the subscription agreement.

9.6. The Company reserves the right to revise the Fees at any time by providing the Client Company with at least thirty (30) days' written notice prior to the commencement of the next billing period. Continued use of the System after the effective date of the revised Fees constitutes acceptance of such revision.

10. Service Level and Availability

10.1. The System is provided on an "as available" basis. The Company shall use commercially reasonable endeavours to maintain System availability of ninety-nine percent (99%) uptime per calendar month, excluding scheduled maintenance windows.

10.2. Scheduled Maintenance: The Company shall provide reasonable advance notice of scheduled maintenance that may affect System availability. Where practicable, scheduled maintenance shall be performed outside normal business hours (Malaysia time).

10.3. Unscheduled Downtime: The Company shall not be liable for any downtime or unavailability of the System caused by circumstances beyond its reasonable control, including but not limited to internet service provider failures, force majeure events, or third-party service outages.

10.4. The Company does not offer service level credits. The remedies available to the Client Company in the event of prolonged or repeated System unavailability are limited to termination of the Subscription in accordance with Section 14.

11. Data Ownership and Portability

11.1. All Student Data and other content entered into the System by the Client Company or its Authorised Users remains the property of the Client Company at all times.

11.2. Data Export on Termination: Upon termination of the Subscription, the Client Company may request an export of its data in a standard machine-readable format (CSV or JSON) within thirty (30) days of the effective date of termination. The Company shall use reasonable endeavours to fulfil such requests within a reasonable timeframe.

11.3. Data Deletion: After the expiry of the thirty (30) day period referred to in Section 11.2, the Company may permanently delete all Client Company data from its systems and backups. The Company shall have no obligation to retain or provide access to any Client Company data after this period.

11.4. Report Downloads: System-generated reports in PDF format may be downloaded by the Client Company and its Authorised Users at any time during the Subscription term. The Client Company is responsible for downloading and retaining copies of any reports it wishes to preserve prior to the termination of the Subscription.

12. Limitation of Liability

12.1. The System is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the Client Company's use of the System, including but not limited to loss of data, loss of profits, or business interruption.

12.3. The Company's total aggregate liability arising out of or in connection with these Terms or the use of the System shall not exceed the total Fees paid by the Client Company in the twelve (12) months preceding the claim.

12.4. Nothing in these Terms shall exclude or limit liability for fraud, wilful misconduct, or any liability that cannot be excluded or limited under applicable Malaysian law.

13. Indemnification

13.1. The Client Company agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client Company's breach of these Terms;
• Any misuse of the System by the Client Company's Authorised Users;
• Any third-party claims arising from the Client Company's use of the System, including claims relating to personal data processed through the System;
• The Client Company's failure to obtain necessary consents from data subjects.

14. Term and Termination

14.1. The Subscription shall commence on the date specified in the subscription agreement and shall continue on a month-to-month basis, or for such other period as agreed between the parties.

14.2. Termination by Either Party: Either party may terminate the Subscription by providing at least thirty (30) days' written notice to the other party.

14.3. Termination by the Company for Cause: The Company may terminate the Subscription immediately upon written notice if:

• The Client Company fails to pay any Fees due and such failure continues for more than fourteen (14) days after written notice of the overdue payment;
• The Client Company or any Authorised User materially breaches these Terms and such breach is not remedied within fourteen (14) days of written notice;
• The Client Company uses the System for any unlawful purpose.

14.4. Effect of Termination: Upon termination of the Subscription:

• All access to the System by the Client Company and its Authorised Users shall be revoked immediately;
• The Client Company may request a data export in accordance with Section 11.2;
• All obligations of confidentiality, intellectual property, non-solicitation, and indemnification shall survive termination as specified in these Terms;
• Any Fees already paid for the current billing period shall not be refunded, unless otherwise agreed in writing.

15. Remedies

15.1. The Client Company acknowledges that any breach of Sections 5 (Intellectual Property), 7 (Confidentiality), or 8 (Non-Solicitation) may cause irreparable harm to the Company for which monetary damages alone would be an inadequate remedy.

15.2. In the event of any such breach or threatened breach, the Company shall be entitled to seek injunctive relief (including interim and interlocutory injunctions) from any court of competent jurisdiction, in addition to any other remedies available at law or in equity, without the requirement of posting any bond or proving actual damages.

15.3. The rights and remedies of the Company under these Terms are cumulative and not exclusive of any other rights or remedies available under law.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

17. Governing Law and Dispute Resolution

17.1. These Terms shall be governed by and construed in accordance with the laws of Malaysia.

17.2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Malaysia.

17.3. Prior to initiating any legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation and mediation.

18. Entire Agreement

These Terms, together with the applicable subscription agreement, Privacy Notice, and any other policies referenced herein, constitute the entire agreement between the Client Company and the Company with respect to the use of the System and supersede all prior agreements, understandings, and representations.

19. Contact Information

For any enquiries, requests, or complaints regarding these Terms, the Subscription, or the processing of personal data, please contact: