Legal Agreement

Terms of Use

Please read these terms carefully before using HR Sage.

These Terms of Use ("Terms") govern access to and use of the Human Resource Management Services application and/or website (collectively, the "Platform") made available by HR Sage (Registration No. [To be registered]) ("Company", "we", "us", "our"). By creating an account, accessing, browsing, or using the Platform, you agree to be bound by these Terms.


1. Definitions

"Account" means a user account registered on the Platform.

"Content" means any information, data, text, documents, files, images, audio, video, records, or other materials.

"Customer Data" means Content that you or your Authorised Users upload, provide, submit, store, transmit, generate, or otherwise make available through the Platform, including human resources records and employment-related information.

"Individual Plan", "Company Plan", and "Customised Plan" mean the subscription packages offered by Company as described on the Platform or in an order form.

"Order" means your subscription order, sign-up, or other purchase confirmation for access to a paid plan.

"Services" means the Platform and any related services, features, functionality (including file upload), support, and updates we make available.

"Authorised Users" means, for Company Plan or Customised Plan customers, your employees, contractors, agents, and representatives whom you permit to access and use the Platform under your Account.

"Output" means any response, recommendation, message, template, calculation, summary, report, or other generated reply produced by the Platform (including any automated or rules-based feature), whether displayed on-screen, exported, or delivered by email or notification.

"Privacy Terms" means the Privacy Policy, data protection addendum, and/or other privacy or data processing terms that Company makes available or enters into with you from time to time in connection with the Platform.


2. Eligibility and Account Registration

2.1 You represent and warrant that: (a) you are at least 18 years old and have capacity to enter into these Terms; and (b) if you are using the Platform on behalf of a company or other entity, you have authority to bind that entity, and "you" includes that entity.

2.2 You must provide accurate, current, and complete information and keep it updated. You are responsible for all activities under your Account, including those of Authorised Users.

2.3 You must keep your login credentials confidential and notify us promptly of any unauthorised access or suspected security incident affecting your Account.


3. Subscription Packages, Orders, and Billing

3.1 The Platform is offered under subscription packages, which may include: (a) Individual Plan (for individual users); (b) Company Plan (for organisations and their Authorised Users); and (c) Customised Plan (functions designed and/or customised based on a customer's requirements and as agreed in an Order, statement of work, or similar document).

3.2 Prices, plan features, usage limits, and inclusions are as displayed on the Platform or in the relevant Order and may differ by plan.

3.3 Unless otherwise stated in an Order: (a) subscription fees are payable in advance for the billing period selected; (b) all fees are non-refundable except as required by applicable law; and (c) you are responsible for any applicable taxes, duties, or governmental charges (including SST, if applicable).

3.4 We may suspend or restrict access to the Services for overdue payments after giving reasonable notice, except where we reasonably believe immediate suspension is necessary to prevent fraud, security risks, or material harm.

3.5 Each subscription will run for the period selected at checkout or stated in the applicable Order (the "Initial Term"), unless terminated earlier in accordance with these Terms.

3.6(a) Auto-renewal (Recurring Payment Method): If you have provided and maintained a valid payment card or other payment method approved by Company for recurring charges ("Recurring Payment Method"), then, unless an Order states otherwise, your subscription will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term") and you authorise Company (and its payment processor) to charge the applicable renewal fees, taxes, and permitted charges to the Recurring Payment Method for the Initial Term and each Renewal Term until you cancel in accordance with these Terms.

3.6(b) Manual renewal (No Recurring Payment Method): If you opt not to have a Recurring Payment Method on file or if Company has agreed to invoice billing, then your subscription will not automatically renew unless an Order expressly provides otherwise. In that case, renewal will require your affirmative renewal through the Platform or written confirmation (or issuance/payment of an invoice) before the end of the then-current term. If renewal is not completed by the end of the then-current term, access to paid features may end or be limited at expiry.

3.7 You may cancel renewal at any time through the Platform (if available) or by written notice to support@hrsage.ai. Cancellation will take effect at the end of the then-current term. Fees paid are non-refundable except as required by applicable law.

3.8 Renewal fees will be at Company's then-current rates for the applicable plan unless otherwise stated in an Order. Company may change subscription fees and plan features from time to time. For paid subscriptions, Company will provide notice of any fee change that applies to your next Renewal Term by email or in-Platform notice at least 30 days before the Renewal Term begins. If you do not agree, you must cancel before the end of the then-current term.

3.9 If a charge to a Recurring Payment Method is declined or not received when due, Company may retry the charge and may (after giving reasonable notice) suspend access, downgrade your plan, or restrict features (including file uploads) until payment is received. Company does not waive its right to collect any outstanding amounts.


4. Licence and Acceptable Use

4.1 Subject to these Terms and payment of applicable fees, Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes, during the subscription term.

4.2 You must not (and must not permit anyone to):

  • Copy, modify, create derivative works of, reverse engineer, decompile, or attempt to extract the source code of the Platform except to the extent permitted by law;
  • Use the Platform to store, transmit, or process unlawful, infringing, defamatory, obscene, or harmful Content;
  • Interfere with, disrupt, or attempt to gain unauthorised access to the Platform, systems, or networks;
  • Introduce malicious code, viruses, ransomware, or similar;
  • Scrape, crawl, or use automated means to access the Platform except where expressly permitted by Company in writing;
  • Use the Platform in a way that violates any applicable law, regulation, or third-party rights; or
  • Use the Platform to provide services to third parties (service bureau/outsourcing) unless expressly agreed in writing by Company.

4.3 You must not use the Platform to develop, train, test, or improve any product or service that competes with the Platform, including by extracting data, templates, screen layouts, workflows, reports, or other functional or visual elements of the Platform, except to the extent expressly permitted by applicable law.

4.4 We may monitor usage to maintain security, prevent abuse, and ensure compliance with these Terms, subject to applicable law.


5. Outputs and Decision-Making Disclaimer (Important)

5.1 The Platform may provide Outputs (including automated responses/replies) based on information you input, templates, rules, workflows, or other logic. Outputs are provided for general human resources administration support and convenience only.

5.2 Outputs do not constitute legal advice, human resources consultancy advice, tax advice, accounting advice, or any other professional advice. You are solely responsible for: (a) verifying the accuracy, completeness, and suitability of any Output for your circumstances; (b) obtaining independent professional advice where appropriate; and (c) ensuring compliance with all applicable laws and regulations (including employment laws and regulations in Malaysia and any other relevant jurisdiction).

5.3 You must not rely on any Output as the sole basis for making employment, disciplinary, termination, compensation, statutory reporting, or other decisions that may affect legal rights or obligations.

5.4 You acknowledge that: (a) Outputs may be incomplete, outdated, incorrect, or not fit for your specific purpose; (b) Outputs depend on the quality and accuracy of the information you provide; and (c) Company does not guarantee that Outputs will be error-free or achieve any particular outcome.

5.5 To the fullest extent permitted by law, Company disclaims all liability arising from or relating to your use of Outputs, including decisions or actions taken based on Outputs.


6. User Uploads, Customer Data, and File Responsibility

6.1 The Platform may allow you to upload files, documents, and other Customer Data ("Uploads"). You remain solely responsible for all Uploads and for ensuring they are accurate, lawful, and appropriate to store and process via the Platform.

6.2 Company does not review, endorse, approve, or verify Uploads and has no obligation to monitor Uploads. We may, however, remove or restrict access to any Uploads if we reasonably believe they violate these Terms, applicable law, or may harm the Platform, Company, or any third party.

6.3 You must not upload, store, transmit, or process through the Platform:

  • Any Content that infringes intellectual property rights, privacy, confidentiality, or other rights;
  • Unlawful Content or Content that violates any employment, data protection, or labour law requirements;
  • Malware, viruses, or harmful code; or
  • Content you do not have the right to use, disclose, or upload.

6.4 You represent and warrant that you have provided all required notices and obtained all required consents and lawful bases to upload and process Customer Data (including personal data) through the Platform. You must not upload highly sensitive personal data (including medical information, biometric identifiers, or financial account numbers) unless the Platform expressly supports such data and you have implemented appropriate safeguards and obtained all necessary consents required by applicable law.

6.5 You are responsible for maintaining your own backups of Customer Data. While Company may, at its sole discretion, implement backups and disaster recovery measures, we do not guarantee that Customer Data can be restored in all circumstances. We may apply storage limits and retention periods as described on the Platform or in your plan.

6.6 You are responsible for scanning Uploads for malware and ensuring file integrity. Company is not responsible for corruption, loss, or alteration of Uploads caused by factors outside Company's reasonable control, including your systems, internet connectivity, or third-party services.

6.7 As between the parties: (a) you own and retain all rights in Customer Data; and (b) Company owns and retains all rights in the Platform, including software, interfaces, templates, and documentation.

6.8 You grant Company a worldwide, non-exclusive licence to host, store, transmit, display (as needed to provide the Services), and otherwise process Customer Data solely to provide, secure, support, and improve the Services and to comply with legal obligations.

6.9 Without limiting any other right or remedy, Company may suspend file upload capability, quarantine Uploads, or remove Uploads if it reasonably believes the Uploads (or your use of the Platform) may: (a) violate these Terms or applicable law; (b) infringe third-party rights; (c) contain malware or present a security risk; or (d) expose Company to liability.

6.10 If Company receives a complaint or allegation that any Uploads infringe intellectual property rights or misappropriate confidential information or any other applicable law, Company may (without liability and without prior notice to you) remove, disable access to, or restrict the relevant Uploads. Company may request information from you reasonably necessary to assess the complaint, and you will promptly provide it. Company may also take any other action it reasonably considers appropriate, including suspending or terminating Accounts of repeat infringers under Section 11.3.


7. Confidentiality

7.1 Each party may receive the other party's confidential information. The receiving party will: (a) keep it confidential and use it only to perform or receive the Services; (b) restrict access to those who need to know and are bound by confidentiality obligations; and (c) protect it using reasonable security measures.

7.2 Confidential information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without restriction.

7.3 If disclosure is required by law or court order, the receiving party may disclose to the minimum extent required, and will give prompt notice (where lawful) to allow the other party to seek protective relief.


8. Security

8.1 Company will use its best endeavour to implement reasonable administrative, technical, and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, or destruction.

8.2 You are responsible for: (a) implementing appropriate access controls for your Account; (b) maintaining secure devices and networks; and (c) promptly removing access for Authorised Users who no longer require it.

8.3 You acknowledge that no method of transmission over the internet or method of electronic storage is completely secure. While Company maintains reasonable safeguards designed to protect Customer Data, Company does not guarantee absolute security and will not be responsible for any unauthorised access, disclosure, loss, or alteration of Customer Data except to the extent directly caused by Company's failure to maintain the safeguards described in these Terms. In all cases, Company's liability remains subject to Section 13 (Limitation of Liability).

8.4 You acknowledge that Company may use third-party service providers (including hosting, storage, communications, monitoring, and support providers) in providing the Services. Company remains responsible for its obligations under these Terms, but is not responsible for third-party service interruptions or failures outside Company's reasonable control.

8.5 To the extent the Platform processes personal data, the Privacy Policy will apply in addition to these Terms. If there is any inconsistency between these Terms and the Privacy Terms regarding personal data, the Privacy Terms will prevail to the extent of the inconsistency.


9. Intellectual Property

9.1 All intellectual property rights in the Platform and Services (excluding Customer Data) belong to Company and/or its licensors.

9.2 If you provide feedback or suggestions, you grant Company a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate them without restriction.


10. Third-Party Services

The Platform may integrate with or link to third-party services. Company is not responsible for third-party services, and your use of them is subject to the third party's terms.


11. Suspension and Termination

11.1 These Terms apply from the date you first use the Platform and continue until terminated in accordance with the terms set out herein.

11.2 You may terminate by cancelling your subscription in accordance with the terms of the Order. Termination takes effect at the end of the current paid billing period, unless otherwise stated in your Order or unless you opt for Recurring Payment Method.

11.3 We may suspend or terminate your access: (a) for breach of these Terms (including non-payment) that is not cured within 10 days after notice; or (b) immediately if your use poses a security risk, violates law, or could materially harm the Platform, Company, or others, without any refund.

11.4 Upon termination: (a) your right to access the Platform ends; (b) you remain responsible for all fees incurred up to termination; and (c) you should promptly export your Customer Data, subject to plan capabilities.

11.5 After termination, Company may delete Customer Data in accordance with our retention practices and applicable law. Where practicable, we may make Customer Data available for export for a limited period of 30 days following termination, unless legally prohibited or technically infeasible.


12. Warranties and Disclaimers

12.1 The Platform is provided on an "as is" and "as available" basis.

12.2 To the fullest extent permitted by law, Company disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Platform will be uninterrupted, secure, or error-free.

12.3 Company does not warrant that: (a) the Platform will meet all your requirements; (b) any Output will be accurate, complete, compliant, or suitable; or (c) any Uploads will be stored without loss.

12.4 Company does not provide any service level agreement (SLA), uptime guarantee, minimum availability commitment, or guaranteed response/resolution times. The Platform may be unavailable from time to time for maintenance, updates, or due to causes outside Company's reasonable control.


13. Limitation of Liability

13.1 To the fullest extent permitted by law, Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive losses, or for loss of profits, revenue, goodwill, business, anticipated savings, data, or use, arising out of or relating to the Platform or these Terms, even if advised of the possibility.

13.2 This Section 13 applies to all claims, whether in contract, tort (including negligence), misrepresentation, statute, or otherwise, and whether or not a remedy fails of its essential purpose.

13.3 Without limiting Section 13.1, all liability arising from or relating to any unauthorised access, disclosure, loss, or alteration of Customer Data, and any security incident affecting the Platform, is subject to the exclusions and limitations in this Section 13.

13.4 To the fullest extent permitted by law, Company's total aggregate liability arising out of or relating to the Platform, the Services, or these Terms will not exceed the total subscription fees paid by you to Company for the Services in the 12 months immediately preceding the event giving rise to the claim.

13.5 Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be limited or excluded under applicable law.


14. Indemnity (User Responsibility)

14.1 You will indemnify and hold harmless Company, its directors, officers, employees, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your Authorised Users' use of the Platform; (b) Customer Data and Uploads (including allegations of infringement, breach of confidentiality, or privacy violations); (c) your breach of these Terms; or (d) your violation of applicable laws (including employment and data protection laws).

14.2 Company will: (a) notify you promptly of any claim (subject to no waiver if delayed); (b) allow you to control the defence and settlement (provided you do not settle in a way that imposes obligations on Company without Company's consent); and (c) provide reasonable cooperation at your expense.


15. Changes to the Platform and Terms

15.1 We may update the Platform from time to time (including adding/removing features).

15.2 We may amend these Terms by posting updated Terms on the Platform or by other notice. Changes take effect on the stated effective date. If you continue using the Platform after the effective date, you accept the changes.

If a change materially reduces your rights under a paid plan, you may terminate your subscription by notice within 30 days of the change, and we will allow access until the end of the current billing period.


16. Notices

16.1 Notices to Company must be sent to:

HR Sage

Email: support@hrsage.ai

16.2 Notices to you may be sent by email to your Account email address, through in-Platform notifications, or by other reasonable means.

16.3 Notices are deemed received: (a) if by email, when sent (provided no bounce-back is received); (b) if by Platform notification, when delivered to your Account; and (c) if by courier, on recorded delivery date.


17. Governing Law and Dispute Resolution

17.1 These Terms are governed by the laws of Malaysia.

17.2 The courts of Malaysia will have exclusive jurisdiction, and you submit to that jurisdiction.

17.3 Before commencing proceedings, either party may give written notice describing the dispute. The parties will attempt in good faith to resolve the dispute amicably within 30 days.


18. General

18.1 Entire agreement: These Terms, together with any Order and referenced policies, constitute the entire agreement between you and Company regarding the Services.

18.2 Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

18.3 Waiver: A waiver is effective only if in writing. A failure to enforce a provision is not a waiver.

18.4 Assignment: You may not assign or transfer these Terms without Company's prior written consent. Company may assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of assets.

18.5 Relationship: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

18.6 Survival: Sections that by their nature should survive will survive termination, including Sections 5 (Outputs Disclaimer), 6 (User Uploads and File Responsibility), 7 (Confidentiality), 9 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnity), 17 (Governing Law), and 18 (General).


Last Updated: January 5, 2026