Terms & Conditions
The terms governing our IT services and use of our website, for clients in Malaysia and overseas.
1. Introductory and acceptance of terms
These terms and conditions ("terms") govern the provision of information technology services by Rubiksbyt (Rubiks Byt Enterprise) to clients located in Malaysia or overseas, and govern access to and use of our website (www.rubiks-byt.com). By signing a proposal, statement of work ("SOW"), or master services agreement ("MSA") with us, or by using our website, you agree to be bound by these terms.
These terms should be read alongside our privacy policy, which details how we collect, use, disclose, and protect personal data in connection with our services. In the event of a conflict between these terms and a signed SOW or MSA, the signed agreement governs; regarding personal data handling specifically, the privacy policy governs.
2. Definitions
- Agreement: the applicable SOW or MSA, these terms, and our privacy policy.
- Deliverables: software, reports, models, configurations, or other work product delivered to the client under and bound to an agreement.
- Open source software / OSS: software licensed under, or approved by, the Open Source Initiative, or otherwise made publicly available for use, modification, and redistribution, including permissive licenses such as MIT, Apache 2.0, and BSD, and copyleft or reciprocal licenses such as GPL, AGPL, and LGPL.
- Services: IT services described under Section 3, as further defined in an applicable SOW.
- Confidential information: as defined in Section 7 of these terms.
3. Services
Rubiksbyt provides information technology services, which may include cybersecurity & compliance, IT consulting, IT hardware reselling as a value added reseller (VAR), managed IT and service integration, and open source program office (OSPO) & governance. The specific scope, timeline, and fees for services are set out in the applicable proposal, SOW, or MSA.
4. Client obligations
By using our services, the client agrees to:
- Provide accurate, complete, and timely information reasonably required for us to provide the requested services.
- Ensure it holds all necessary rights, consents, and licenses for any data, materials, or systems it provides to us for use in the services.
- Cooperate in good faith, including providing reasonable access to personnel and systems.
- Comply with applicable law in its own use of deliverables and its own data protection obligations as a controller.
- Maintain the security of any credentials, accounts, or access we provide in connection with the services.
5. Fees, invoicing, and payment
Fees for services are set out in the applicable proposal, SOW, or MSA, and are exclusive of applicable taxes unless stated otherwise. Invoices are payable within the period specified in the agreement, or if unspecified, within 30 days of the invoice date. Overdue amounts may accrue interest at the maximum rate permitted by law, and we may suspend services for material nonpayment upon reasonable written notice.
6. Intellectual property rights
The following applies to intellectual property rights arising from use of our services.
Rubiksbyt preexisting IP and deliverables
We retain ownership of all preexisting intellectual property, methodologies, tools, frameworks, and knowhow used in providing the services, whether or not incorporated into deliverables. Upon full payment, we grant the client a nonexclusive, perpetual license to use deliverables for the client's internal business purposes, except for components identified as open source software, which are governed under this section.
Client IP and data
The client retains ownership of its preexisting intellectual property and any data it provides to us. The client grants us a limited license to use, process, and store such data and materials solely as necessary to perform the services, consistent with our privacy policy and any applicable data processing agreement.
Open source software
Given the nature of modern software and IT engagements, our deliverables may incorporate, or we may separately develop and publish, open source software. This section governs both cases.
Open source components we use
We may incorporate open source libraries, frameworks, or tools into deliverables where appropriate. Such components remain governed by their respective open source licenses (ref. Section 2), which take precedence over these terms with respect to that specific component. On written request, we will use commercially reasonable efforts to provide the client with an inventory of material open source components used in a given deliverable, including OSS license types.
Copyleft and reciprocal licenses
We will not incorporate open source software subject to copyleft or reciprocal license terms (ref. Section 2) into a custom deliverable without the client's prior written approval, given the source disclosure or distribution obligations such licenses may impose on derivative works.
Rubiksbyt open source projects
From time to time, and independent of specific client engagements, we may develop and publish our own tools, libraries, or frameworks as open source projects. Each project is governed by the specific open source license accompanying its repository, and that license governs use, modification, and redistribution of that project. Use of such projects is at the user's own discretion and risk, subject to the applicable license.
No warranty on open source software
Except as expressly provided in the applicable open source license, all open source software is provided "as is," without warranty of any kind, and we disclaim responsibility for its performance, security, or reliability beyond what is stated in that license.
License conflicts
Where a conflict arises between these terms and the terms of an applicable open source license, the open source license governs with respect to that specific software.
7. Confidentiality
Each party agrees to protect the other's confidential information (nonpublic business, technical, or financial information disclosed under the agreement) using the same degree of care it uses for its own confidential information, and not to disclose it except to personnel, subprocessors, or advisors who need to know it to perform or receive the services, or as required by law. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known prior to disclosure, or is independently developed.
8. Data protection and privacy
Our collection, use, and protection of personal data in connection with the services and our website is described in our privacy policy, which forms part of these terms. In summary, as a company established in Malaysia, we comply with the Personal Data Protection Act 2010 ("PDPA"), including our data protection officer appointment and breach notification commitments, and additionally apply the GDPR, CCPA/CPRA, or other applicable privacy laws where a client or data subject is located in a jurisdiction those laws cover. Where we process personal data on a client's behalf as a processor, the terms of the applicable data processing agreement and our privacy policy govern that processing, and the client remains responsible, as controller, for ensuring it has a lawful basis to provide that data to us.
9. Third party services and subprocessors
Delivering the services may involve third party services, cloud infrastructure providers, analytics tools, and subprocessors, as well as the open source software described in Section 6. We carefully vet providers and components, but we are not liable for outages, defects, or changes in third party services or open source software that are outside our reasonable control.
10. Warranties and disclaimers
We will perform the services with reasonable skill and care, consistent with industry standards. Except as expressly stated in an agreement, and to the maximum extent permitted by law, services and deliverables are provided without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Nothing in these terms excludes or limits any statutory rights that cannot lawfully be excluded, including consumer protections under the Consumer Protection Act 1999 where that Act applies to the client.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages, or loss of profits, revenue, or data, arising out of or in connection with the agreement. Each party's total aggregate liability arising out of or in connection with an agreement will not exceed the total fees paid, or payable, by the client to Rubiksbyt under the relevant SOW in the 6 months preceding the event giving rise to the claim, except for liability arising from a party's gross negligence, willful misconduct, fraud, breach of confidentiality obligations, or infringement of the other party's intellectual property rights, which will not be subject to this limitation.
12. Indemnification
The client will indemnify and hold us harmless from claims arising out of the client's misuse of the deliverables, breach of these terms, or the data and materials the client provides to us. We will indemnify and hold the client harmless from third party claims that our original work product, excluding open source software and client supplied materials, infringes a third party's intellectual property rights, subject to the client promptly notifying us and cooperating in the defense of such claims.
13. Term and termination
These terms take effect when the client first engages us or uses our website, and continue for as long as any SOW or MSA remains in effect. Either party may terminate an SOW for convenience on the notice period specified in that SOW, or immediately for material uncured breach. On termination, the client will pay for services performed up to the termination date, and we will handle any retained personal data or client materials in accordance with our privacy policy and the applicable agreement.
14. Governing law and dispute resolution
These terms are governed by the laws of Malaysia, including the Contracts Act 1950 and the Electronic Commerce Act 2006, which recognizes the validity of contracts formed electronically. Any dispute arising out of or in connection with these terms, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre ("AIAC") in accordance with the rules in effect, based in Kuala Lumpur, Malaysia, and conducted in English. Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction without waiving its right to arbitrate. Nothing in this section limits any nonwaivable right the client may have under the Consumer Protection Act 1999 where that Act applies.
15. Changes to these terms
We may amend these terms from time to time to reflect changes in our services, business practices, or applicable law. The "last updated" date at the top of these terms indicates when they were last revised. Material changes will be communicated through our website, a client's designated contact, or other appropriate means, and continued use of our services after such changes constitutes acceptance of the updated terms.
16. General provisions
- Entire agreement: these terms, together with the applicable SOW/MSA and privacy policy, constitute the entire agreement between the parties regarding their subject matter.
- Severability: if any provision of these terms is held unenforceable, the remaining provisions will remain in full force and effect.
- Assignment: neither party may assign an agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Force majeure: neither party is liable for delay or failure to perform due to events beyond its reasonable control.
- Independent contractors: the parties are independent contractors, and nothing in these terms creates a partnership, joint venture, or employment relationship.
- Notices: notices under these terms should be sent to the contact details in Section 17, or as otherwise specified in an SOW/MSA.
17. Contact us
If you have queries about these terms, please contact us: