Term of Use

Part A: General Terms

1. Acceptance of Terms

These Terms of Use (“Terms”) apply to your (“you” or “your”) use of Modulaur by N6N, a cloud-based appointment, facility and service booking platform, the Modulaur, operated by N6N Consultancy Services Sdn. Bhd. (16278859-P) , a company incorporated under the laws of Malaysia with its registered address at Unit 32-01, Level 32, The Vertical Corporate Office Tower B, Avenue 10, Bangsar South No.8 Jalan Kerinchi 59200 Kuala Lumpur Malaysia .

By creating an account, subscribing to, or accessing without registration or using Modulaur, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a business or other entity, you represent that you have the authority to bind that entity, in which case “you” and “Organization” refers to that entity.

2. Definitions

• a. “Organization” means the business, clinic, firm, club, institute, or other entity that subscribes to Modulaur under a Part B relationship with N6N.
• b. “End User” means an individual who books, or on whose behalf a booking is made for, an appointment, facility, or service with an Organization through Modulaur, governed by Part C.
• c. “Account” means the account created by an Organization or an End User to access Modulaur.
• d. “Content” means any data, text, booking information, or Uploaded Document submitted to Modulaur by an Organization, an Organization User, or an End User.
• e. “Uploaded Documents” means any file, form, image or document uploaded to Modulaur in connection with a booking, stored as described in the Privacy Policy.
• f. “Fees” means the subscription and/or usage fees payable by an Organization for access to Modulaur, as set out in the applicable order form, subscription plan, or invoice
• g. “Force Majeure Event” has the meaning given in Section 24 of these Terms.

3. About Modulaur; Supported Industries

Modulaur allows an Organization to publish availability and manage bookings for appointments, facilities, or services, and allows End Users to book, reschedule, and cancel such bookings. Modulaur is designed to support (without limitation) the following industries:

N6N provides the booking, scheduling, document-storage and communication infrastructure. N6N is not a party to, and does not itself provide, the underlying appointment, facility or service that an Organization delivers to an End User.

4. Eligibility

Modulaur by N6N facilitates booking, scheduling, document storage, and communications. However, N6N is not a party to, nor does it directly provide, the underlying appointment, facility, or service offered by an Organization to an End User (see Section 19). An Organization using Modulaur by N6N represents that it is validly incorporated, registered, or otherwise authorized to carry on its business in Malaysia, and holds any licence, registration, or professional authorization required to operate in its industry (for example, healthcare licensing under the Private Healthcare Facilities and Services Act 1998, or admission to practice under the Legal Profession Act 1976, where applicable).

5. Accounts and Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify N6N promptly at [****] of any unauthorized use of your Account or any other security breach. N6N is not liable for any loss arising from your failure to safeguard your Account credentials, except to the extent caused by N6N's own breach of its security obligations.

6. Structure of These Terms

These Terms are structured in further three parts:

• Part B applies to Organizations i.e., the businesses that subscribe to Modulaur (a business-to-business, or “B2B”, relationship with N6N).
• Part C applies to End Users i.e., the individuals who book appointments, facilities or services through an Organization's use of Modulaur (a business-to-consumer, or “B2C”, relationship, primarily between the End User and the Organization).
• Part D contains general provisions that apply to both Organizations and End Users.

Where a conflict arises between Part B and Part C, Part B governs the relationship between N6N and Organizations, and Part C governs the relationship between N6N and End Users; neither Part is intended to affect the other's application to its respective party.

Part B: Terms for Organizations (B2B)

This Part B applies to Organizations that subscribe to Modulaur. By accepting these Terms on behalf of an Organization, you agree to this Part B in addition to Parts A and D.

7. Subscription and Licence

• 7.1) Subject to payment of the applicable Fees and compliance with these Terms, N6N grants the Organization a non-exclusive, non-transferable, revocable licence to access and use Modulaur during the subscription term, solely for the Organization's internal business purposes of managing bookings for its own End Users.
• 7.2) The Organization may permit its own employees and authorized personnel (“Organization Users”) to access Modulaur under the Organization's Account, subject to the Organization remaining responsible for their compliance with these Terms.
• 7.3) N6N reserves all rights in Modulaur not expressly granted to the Organization.

8. Fees and Payment

• 8.1) The Organization shall pay the Fees set out in the applicable order form, subscription plan, or invoice, in the currency and on the billing cycle stated there. Fees are exclusive of applicable taxes (including sales and service tax), which the Organization is responsible for, save where N6N is required by law to collect them.
• 8.2) Late payments may result in suspension of access to Modulaur, following reasonable prior notice, and may accrue interest at the lower of 1.5% per month or the maximum rate permitted by Malaysian law.
• 8.3) Organizations may facilitate their End Users with online payments option through the organization's own QR or through in-person cash options. Modulaur does not process any payment for the Organization between the Organization and the End Users. Therefore note that no personal data or financial data is stored by Modulaur by N6N. [Insert detail on any online payment facilitation between Organizations and End Users]

9. Organization's Data Protection Responsibilities

• 9.1) In relation to End User personal data submitted through an Organization's use of Modulaur, including Booking Data, Uploaded Documents and speech-to-text output, N6N acts as a data processor. N6N processes this data solely on the documented instructions of the relevant Organization, which remains the data controller of its own End Users' personal data and is responsible for establishing a lawful basis for its collection and use. This is further described in our Privacy Policy.
• 9.2) Each Organization determines the purposes and means of processing its End Users' personal data (for example, what booking or intake information to collect, and how long to retain client records), therefore, Organization acts as a data controller and is independently responsible for complying with the PDPA, including any sector-specific registration and Code of Practice obligations that apply to it.
• 9.3) The Organization represents and warrants that it has, and will maintain, a valid lawful basis under the PDPA (including, where applicable, explicit consent under Section 40 of the PDPA for any Sensitive Personal Data, such as health information) for all Personal Data it collects from or about its End Users and submits to Modulaur, and that its own privacy notices to End Users satisfy the Notice and Choice Principle under Section 7 of the PDPA, including presentation in both Bahasa Malaysia and English.

9.4) The Organization is solely responsible for:

• (a) registering as a data controller with the Personal Data Protection Commissioner where its sector requires this under Section 16 of the PDPA (including, without limitation, the healthcare and tourism/hospitality sectors);
• (b) complying with any applicable sector Code of Practice; and
• (c) appointing and registering its own Data Protection Officer if it independently meets the mandatory-appointment thresholds under Section 12A of the PDPA and the applicable Guideline.

• 9.5) The Organization shall only submit Sensitive Personal Data, Uploaded Documents, or speech-to-text input to Modulaur where it is lawful for it to do so, and shall not use Modulaur to collect personal data in a manner that breaches the PDPA, any sector-specific law applicable to theOrganization, or any professional confidentiality or privilege obligation (including legal professional privilege, where applicable to a law firm Organization).

10. Organization Content and Uploaded Documents

• 10.1) As between the parties, the Organization retains all ownership rights in its Content and Uploaded Documents. The Organization grants N6N a limited, non-exclusive licence to host, store, process, transmit and display such Content and Uploaded Documents solely to provide, maintain and support Modulaur.
• 10.2) Uploaded Documents are stored in an Organization-specific, logically segregated folder within N6N's cloud storage environment, as described in Section 8 of the Privacy Policy. The Organization is responsible for the accuracy, lawfulness, and appropriateness of any Content or Uploaded Document it or its End Users submit.
• 10.3) The Organization represents that it has all necessary rights and consents to upload and process any Content and Uploaded Documents through Modulaur, and that doing so does not infringe any third party's intellectual property, confidentiality, or data protection rights.

11. Acceptable Use

The Organization shall not, and shall ensure its Organization Users do not:

• (a) use Modulaur for any unlawful purpose or in violation of any applicable law, including the PDPA and sector-specific regulation;
• (b) attempt to gain unauthorized access to Modulaur, other Organizations' data, or N6N's systems;
• (c) reverse engineer, decompile, or attempt to extract the source code of Modulaur, except to the extent this restriction is prohibited by law;
• (d) use Modulaur to transmit malicious code;
• (e) resell, sublicense, or provide access to Modulaur to any third party otherwise than expressly permitted; or
• (f) misrepresent its identity or the nature of its business on the Platform.

12. Intellectual Property

Modulaur, including its software, design, trademarks (including “Modulaur” and “N6N”), and all related intellectual property rights, are owned by N6N or its licensors. Nothing in these Terms transfers any such intellectual property rights to the Organization, except the limited licence granted in Section 7.

13. Confidentiality

Each party shall keep confidential the other party's non-public business, technical and financial information disclosed in connection with this Agreement (“Confidential Information”), and shall not use it other than to perform its obligations or exercise its rights under this Agreement, except where disclosure is required by law or by a competent regulator (including the Commissioner). This Section 13 does not limit either party's obligations under the PDPA in relation to Personal Data, which are addressed separately in Section 9 and the Privacy Policy.

14. Term, Suspension and Termination

• 14.1) This Agreement commences on the date the Organization first accepts these Terms and continues for the subscription term stated in the applicable order form, renewing as specified there, unless earlier terminated in accordance with this Section.
• 14.2) Either party may terminate this Agreement for convenience on [ no. of] days' written notice, or immediately if the other party commits a material breach that is not remedied within [x no. of] days of written notice, or becomes insolvent.
• 14.3) N6N may suspend the Organization's access to Modulaur immediately where necessary to prevent harm to N6N, other Organizations, End Users, or the security or integrity of the Platform, or where required to comply with applicable law.
• 14.4) On termination, the Organization's right to access Modulaur ceases. N6N will make the Organization's Content and Uploaded Documents available for export for a reasonable period (x no. of), after which N6N may delete such data, subject to Section 13 of the Privacy Policy (Retention) and any legally mandated retention period.

15. Warranties and Disclaimers

• 15.1) N6N warrants that it will provide Modulaur with reasonable skill and care and will use commercially reasonable efforts to maintain its availability, subject to scheduled maintenance and events outside its reasonable control.
• 15.2) Except as expressly stated in this Agreement, Modulaur is provided “as is” and “as available”. To the maximum extent permitted by Malaysian law, N6N disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, save to the extent such warranties cannot lawfully be excluded.
• 15.3) N6N does not warrant that Modulaur will be uninterrupted, error-free, or completely secure, or that any speech-to-text transcript will be perfectly accurate.

16. Limitation of Liability (Organizations)

This Section 16 applies only to the relationship between N6N and Organizations (B2B). It does not apply to, and does not limit, any liability owed to an End User, which is separately addressed in Section 22 and remains subject to the Consumer Protection Act 1999.

• 16.1) Nothing in this Agreement excludes or limits either party's liability for:
• (a) death or personal injury caused by its negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any liability that cannot be excluded or limited as a matter of Malaysian law, including under the PDPA; or
• (d) a party's breach of its confidentiality obligations under Section 13 or infringement of the other party's intellectual property rights.

• 16.2) Subject to Section 16.1, N6N's total aggregate liability to the Organization arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees actually paid by the Organization to N6N in the twelve (12) months immediately preceding the event giving rise to the claim.

• 16.3) Subject to Section 16.1, in no event shall N6N be liable to the Organization for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business opportunity, goodwill, or data, even if N6N has been advised of the possibility of such damages. Where data loss is caused by N6N's breach of its security obligations under Section 12 of the Privacy Policy, N6N's liability is limited to the reasonable cost of restoring the lost data from the Organization's most recent available backup or export, subject always to the cap in Section 16.2.

16.4) Without limiting Section 15, N6N is not liable to the Organization for:

• (a) the quality, safety, legality, or actual performance of any appointment, facility or service booked by an End User through the Organization's use of Modulaur — that remains the sole responsibility of the Organization;
• (b) any dispute between the Organization and its End Users;
• (c) inaccuracies in a speech-to-text transcript, which the Organization must review before relying on it (see Section 9 of the Privacy Policy);
• (d) any loss arising from the Organization's failure to configure appropriate access controls, retention settings, or consent mechanisms within Modulaur; or
• (e) any Force Majeure Event.

• 16.5) The Organization acknowledges that the Fees payable under this Agreement reflect the allocation of risk set out in this Section 16, and that N6N would not enter into this Agreement on materially different liability terms.

17. Indemnification by Organization

The Organization shall indemnify and hold N6N harmless from and against any claims, losses, liabilities, damages, and reasonable costs (including legal fees) arising from or in connection with:

• (a) the Organization's breach of Section 9 (Data Protection Responsibilities), including any unlawful collection, use, or disclosure of End User Personal Data;
• (b) the Organization's Content or Uploaded Documents, including any infringement of a third party's rights;
• (c) the Organization's breach of any applicable sector-specific law or professional obligation;
• (d) any dispute between the Organization and an End User concerning the appointment, facility, or service actually delivered; or
• (e) the Organization's breach of Section 11 (Acceptable Use), except, in each case, to the extent caused by N6N's own breach of this Agreement or negligence.

18. Data Processing Terms

N6N will process End User Personal Data submitted through the Organization's use of Modulaur only on the Organization's documented instructions (including as set out in this Agreement and the Privacy Policy), will implement the security measures described in Section 12 of the Privacy Policy, and will assist the Organization in responding to data subject requests and, where applicable, notifiable data breaches, as further described in the Privacy Policy and any separate Data Processing Agreement entered into between the parties.

Part C: Terms for End Users (B2C)

This Part C applies to End Users who use Modulaur, directly or through an Organization's booking page or widget, to book an appointment, facility or service with an Organization.

19. Relationship Disclaimer

• 19.1) Modulaur is a booking and scheduling platform. N6N is not the provider of, and is not a party to, the underlying appointment, facility, or service booked through Modulaur — that contract is between the End User and the Organization.
• 19.2) N6N does not vet, endorse, supervise, or guarantee the qualifications, licensing, conduct, or quality of any Organization or the service it delivers. Each Organization is independently responsible for holding any professional licence or registration its industry requires (for example, under the Private Healthcare Facilities and Services Act 1998 or the Legal Profession Act 1976, where applicable).

20. Booking Terms

• 20.1) When making a booking, the End User must provide accurate and complete information. Incorrect information may result in a booking being delayed, declined, or cancelled.
• 20.2) Cancellation, rescheduling, no-show, and refund policies for a specific booking are set by the relevant Organization, and the End User should review the Organization's stated policy before booking. N6N is not responsible for an Organization's cancellation, refund, or no-show policy or its application to a specific booking.
• 20.3) Modulaur does not facilitate online payments for bookings directly. Methods of payments for the End User are decided by the Organization and the Organization is responsible for any refunds etc. [Insert more.]

21. Consumer Rights Not Affected

Consumer Protection Act 1999 [Act 599], Section 6: a term of a contract that purports to exclude, restrict, or modify the application of the Act is void to that extent. Part IIIA (Sections 24A–24J) renders a term of a consumer contract that causes a significant imbalance in the parties' rights and obligations to the detriment of the consumer liable to be treated as an unfair term.

Nothing in these Terms is intended to, or does, limit or exclude any right or remedy available to an End User as a consumer under the Consumer Protection Act 1999 (including Part IIIA on Unfair Contract Terms) or any other applicable Malaysian consumer protection law. If any provision of these Terms is found to be an unfair term under Part IIIA, or otherwise unenforceable against an End User under the Consumer Protection Act 1999, that provision shall not apply to that End User to that extent, without affecting the remainder of these Terms.

22. Limitation of Liability (End Users)

• 22.1) To the extent permitted by law, and subject always to Section 21, N6N's liability to an End User is limited to direct loss caused by N6N's own breach of these Terms in operating the Modulaur platform (for example, a platform malfunction directly caused by N6N), and does not extend to the acts, omissions, or service quality of the Organization with whom the End User's booking is made.
• 22.2) Nothing in this Section 22 excludes or limits N6N's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under Malaysian law, including the Consumer Protection Act 1999 and the PDPA.

Part D: General Provisions

This Part D applies to Organizations and End Users alike.

23. Privacy

Our collection, use, storage and disclosure of personal data through Modulaur, including Booking Data, Uploaded Documents, and speech-to-text data, is described in our Privacy Policy, which forms part of these Terms by reference.

24. Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, act of government, internet or utility failure, or pandemic (a “Force Majeure Event”), provided the affected party promptly notifies the other party and uses reasonable efforts to mitigate the impact.

25. Assignment

An Organization or End User may not assign or transfer its rights or obligations under these Terms without N6N's prior written consent. N6N may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its relevant assets, subject to confidentiality safeguards.

26. Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent. No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

27. Entire Agreement

These Terms, together with the Privacy Policy, any applicable order form, and any Data Processing Agreement, constitute the entire agreement between the parties regarding Modulaur, and supersede any prior agreements or representations on that subject, save for any fraudulent misrepresentation.

28. Governing Law and Dispute Resolution

• 28.1) These Terms are governed by, and construed in accordance with, the laws of Malaysia.
• 28.2) The parties submit to the exclusive jurisdiction of the courts of Malaysia in respect of any dispute arising out of or in connection with these Terms, save that N6N may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
• 28.3) Any dispute arising from or in connection with these Terms may instead be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules, seated in Kuala Lumpur.

29. Notices

Notices to N6N under these Terms must be sent to contact@n6n.my / Unit 32-01, Level 32, The Vertical Corporate Office Tower B, Avenue 10, Bangsar South No.8 Jalan Kerinchi 59200 Kuala Lumpur Malaysia. Notices to an Organization or End User will be sent to the email address or in-app notification associated with the relevant Account.

30. Amendments

N6N may update these Terms from time to time. Where changes are material, N6N will provide reasonable prior notice to Organizations and, where applicable, to End Users, before the change takes effect. Continued use of Modulaur after the effective date of an update constitutes acceptance of the updated Terms.

31. Contact Us

Questions about these Terms may be directed to to contact@n6n.my / Unit 32-01, Level 32, The Vertical Corporate Office Tower B, Avenue 10, Bangsar South No.8 Jalan Kerinchi 59200 Kuala Lumpur Malaysia.