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Inseller — Terms of Service

Last updated: 23 June 2026 · MFD Holdings Sdn Bhd

23 June 2026 23 June 2026

1. Introduction & Acceptance

1.1 These Terms of Service (the "Terms") govern your access to and use of Inseller — the subscription software-as-a-service commerce-analytics and decision-support platform made available at https://inseller.my and any related applications, dashboards, application programming interfaces, connectors and services (together, the "Service").

1.2 The Service is provided by MFD Holdings Sdn Bhd (Registration No. 201901014519 (1323847-H)), a company incorporated in Malaysia, whose registered address and contact details for the purposes of these Terms are set out in Section 23 ("Inseller", "we", "us" or "our").

1.3 These Terms are a binding legal agreement between us and the business entity on whose behalf the Service is accessed or used (the "Customer", "you" or "your"). By clicking "I agree" (or any similar button or check-box presented at sign-up), by creating a Workspace, or by accessing or using the Service, you confirm that you accept and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1.4 Acceptance and record-keeping. Acceptance of these Terms is by clickwrap at sign-up: an authorised representative of the Customer affirmatively accepts these Terms before the Service is made available. We record the version of the Terms accepted, together with the date and time of acceptance, and that record will be admissible evidence of acceptance.

1.5 Acknowledgement of key risk terms. Certain provisions of these Terms are particularly important and are drawn to your attention specifically. In particular, Section 8 (Accuracy of Figures & Calculations), Section 9 (Third-Party Platforms & API / Integration Availability), Section 14 (Warranties & Disclaimers) and Section 15 (Limitation of Liability & Cap) materially affect your rights and remedies, including by disclaiming the accuracy of the figures the Service produces and by limiting our liability. Our sign-up process requires you to acknowledge these key risk terms separately before the Service is made available, and by accepting these Terms you confirm that these terms have been fairly and reasonably brought to your attention and form part of this agreement.

1.6 Business use only — you contract as a business, not as a consumer. The Service is offered solely for business and commercial purposes to e-commerce sellers and other commercial users. You represent and warrant that you are acquiring and using the Service solely in the course of, and for the purposes of, a business, trade or profession, and not for personal, domestic or household use or consumption. We rely on this representation in providing the Service to you and in setting the Fees. We do not knowingly offer the Service to consumers, and our sign-up process requires confirmation of business use. Nothing in these Terms purports to exclude, restrict or modify the application of the Consumer Protection Act 1999 or any other statutory provision to the extent it applies and cannot lawfully be excluded. This Section records the parties' shared understanding that, given the business nature of the Service and of your use, that Act is not intended to govern this agreement.

1.7 Authority, age and capacity. The individual accepting these Terms represents and warrants that they are duly authorised to bind the Customer to these Terms. The individual accepting these Terms, and each Authorised User, must be at least 18 years of age (or the age of majority in their jurisdiction) and have the legal capacity to enter into a contract. If you accept these Terms on behalf of an entity, "you" and "your" refer to that entity.

2. Definitions

In these Terms, unless the context requires otherwise:

  • "Authorised User" means an individual whom the Customer permits to access and use the Service under the Customer's Workspace (for example, an employee, officer, contractor or agent of the Customer).
  • "Beta Feature" has the meaning given in Section 4.8.
  • "Computed Metrics" means any figure, metric, report, estimate, calculation, score or output generated or displayed by the Service, including (without limitation) unified profit, margin, revenue, cost of goods sold (COGS), platform fees, return on ad spend (ROAS), ad spend, inventory metrics, attribution figures and any aggregation, derivation or visualisation of the foregoing.
  • "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked or reasonably understood to be confidential, including the Customer Data, the non-public features and technology of the Service, pricing, and business and technical information.
  • "Connected Platform" means any third-party platform, marketplace, advertising network or service that the Customer connects to the Service, including (without limitation) Shopee, TikTok Shop, TikTok Ads and Facebook/Meta.
  • "Connected Platform Data" means data accessed, retrieved, read or received by the Service from a Connected Platform on the Customer's behalf, including (without limitation) orders, fees, costs, ad spend, inventory, settlement data and any personal data contained therein.
  • "Connector Layer" means Inseller's internal data, integration and connector systems through which the Service connects to, reads from, processes data from, and (where a feature expressly provides for it) performs actions on, Connected Platforms and the Customer's own inputs.
  • "Customer Data" means Connected Platform Data together with any data, content, figures or information that the Customer or its Authorised Users input, upload or submit to the Service.
  • "DPA" means a Data Processing Addendum entered into between the parties under Section 12.4.
  • "Fees" means the subscription fees and any other charges payable for the Service, as described in Section 7.
  • "PDPA" means the Personal Data Protection Act 2010 of Malaysia and its subsidiary legislation, including as amended by the Personal Data Protection (Amendment) Act 2024, as further amended from time to time.
  • "Privacy Policy" means Inseller's privacy policy, as made available at https://inseller.my and updated from time to time.
  • "Subscription Term" means the period for which the Customer has subscribed to the Service, as described in Section 7.
  • "Workspace" means the dedicated, tenant-isolated environment provisioned for the Customer within the multi-tenant Service, through which the Customer and its Authorised Users access the Service and the Customer's Connected Platforms and data.

Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. "Including", "include" and "such as" are not words of limitation.

3. Eligibility & Accounts

3.1 Eligibility. To use the Service, the Customer must be a validly constituted business entity (or a sole proprietor acting in the course of business) capable of forming a binding contract under Malaysian law, and must access the Service for business purposes only (see Section 1.6).

3.2 Workspace. Upon registration, we provision a Workspace for the Customer. The Customer is responsible for all activity that occurs within its Workspace, whether by the Customer or its Authorised Users.

3.3 Authorised Users. The Customer may permit Authorised Users to access the Service through its Workspace, subject to these Terms. The Customer is responsible for: (a) ensuring that each Authorised User complies with these Terms; (b) all acts and omissions of its Authorised Users; and (c) the management of access rights and permissions within its Workspace. Any act or omission of an Authorised User that would be a breach of these Terms if done by the Customer will be treated as a breach by the Customer.

3.4 Account security. The Customer must: (a) keep all account credentials, access tokens and authentication details confidential and secure; (b) not share credentials except with Authorised Users on a need-to-use basis; (c) use reasonable measures to prevent unauthorised access to its Workspace; and (d) notify us promptly at hello@inseller.my upon becoming aware of any actual or suspected unauthorised access or use, or any breach of security. The Customer is responsible for all use of the Service made using its credentials, except to the extent caused by our breach of these Terms.

3.5 Accurate information. The Customer must provide accurate, current and complete registration and billing information and keep it up to date.

4. The Service & Connected Platforms

4.1 Nature of the Service. The Service is a multi-tenant, subscription-based commerce-analytics and decision-support platform. It enables the Customer to connect its own Connected Platform accounts and, through the Connector Layer and the Customer's own inputs, to read the Customer's orders, fees, costs, ad spend and inventory, and to compute and display Computed Metrics (such as unified profit, margin, revenue, COGS, ROAS and inventory metrics) in a dashboard.

4.2 Decision-support only — not a system of record. The Service is a decision-support and analytics tool. It is not an accounting, bookkeeping, audit, taxation, financial-reporting or system-of-record platform, and must not be used or relied upon as one. The Customer's official books and records, and the official settlement statements, reports and records of each Connected Platform, remain the authoritative source of truth. See Sections 8 and 10.

4.3 Connecting Connected Platforms. The Customer may connect Connected Platforms to the Service via OAuth, API or other authorised data connections. By connecting a Connected Platform, the Customer authorises and instructs us, through the Connector Layer, to access, read, retrieve and process Connected Platform Data on the Customer's behalf for the purpose of providing the Service.

4.4 Read-oriented access and outbound actions. The Service's access to Connected Platforms is principally for the purpose of reading and analysing the Customer's data to generate Computed Metrics and related functionality. We do not represent that the Service will modify, manage or transact on Connected Platforms unless a specific feature expressly provides for it, in which case the Customer separately authorises that feature. Where a feature performs an outbound action on a Connected Platform on the Customer's instruction (for example, pushing stock levels or product listings, or arranging shipment or fulfilment), the Customer is solely responsible for reviewing and confirming such actions, and the disclaimers and limitations in Sections 8, 14 and 15 apply equally to any such action, including any error, omission, delay or unintended change resulting from it. The Customer assumes the risk allocated under those Sections in respect of acting on, or instructing the Service to perform, any such action.

4.5 Customer's relationship with Connected Platforms. The Customer's use of each Connected Platform is governed by that platform's own terms, policies and conditions. The Customer is solely responsible for: (a) maintaining its accounts and good standing with each Connected Platform; (b) complying with each Connected Platform's terms; (c) maintaining valid, current and authorised OAuth tokens, API credentials and permissions; and (d) any consequences of connecting a Connected Platform. The Customer represents and warrants that it is authorised to connect each Connected Platform and to grant us access to the relevant Connected Platform Data.

4.6 Connected Platforms are independent. Connected Platforms are operated by third parties over whom we have no control. We are not responsible for, and do not endorse or warrant, any Connected Platform, its data, its availability, or any change it makes. See Section 9.

4.7 Changes to the Service. We may modify, add to or remove features and functionality of the Service from time to time. See Section 20.

4.8 Beta and preview features. We may make features available marked "Beta", "Preview", "Early access" or similar (each, a "Beta Feature"), including (without limitation) Facebook-to-WhatsApp order attribution. Beta Features are provided for evaluation only, may be incomplete, may change or be withdrawn at any time without notice, and are by their nature more likely to produce incomplete or inaccurate results. To the maximum extent permitted by law, Beta Features are excluded from any commitment, service level or warranty of any kind and from any remedy, and the disclaimers and limitations in Sections 8, 9, 14 and 15 apply to them with full force. The Customer uses Beta Features at its own risk.

5. Customer Responsibilities & Verification

5.1 Verification before reliance. The Customer is solely responsible for independently verifying all Computed Metrics, figures, reports and results produced by the Service before relying on them or using them for any purpose. The Customer must check Computed Metrics against its own records and against the official settlement statements, reports and data of the relevant Connected Platforms. By using the Service, the Customer accepts the risk allocation set out in Sections 8, 14 and 15 in respect of any reliance on Computed Metrics.

5.2 Customer Data. The Customer is responsible for the accuracy, quality, legality and integrity of the Customer Data, including any data it inputs or uploads (such as costs, COGS or other inputs). Manual-entry errors and incomplete inputs will affect the accuracy of Computed Metrics, and the Customer accepts responsibility for them.

5.3 Lawful use. The Customer must use the Service in compliance with all applicable laws and with the terms of each Connected Platform, and must obtain and maintain all consents, authorisations and rights necessary for us to access and process the Customer Data (including Connected Platform Data) on the Customer's behalf.

5.4 Cooperation. The Customer must provide reasonable cooperation and information as we may reasonably require to provide the Service, and must maintain the equipment, software, network connectivity and Connected Platform credentials needed to use the Service.

6. Acceptable Use

6.1 The Customer must not, and must ensure that its Authorised Users do not:

(a) use the Service in breach of any applicable law or any Connected Platform's terms, or for any unlawful, fraudulent, infringing or harmful purpose; (b) use the Service, or any part of it, to copy, replicate or derive its features, functionality, look-and-feel, or underlying ideas, or to develop a substantially similar service by improper means; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure or underlying ideas of the Service, except to the extent that such restriction is prohibited by applicable law; (d) resell, sublicense, rent, lease, time-share or otherwise make the Service available to any third party, except to Authorised Users as permitted under these Terms; (e) introduce or transmit any malware, virus, or malicious code, or interfere with or disrupt the integrity, security or performance of the Service or its underlying infrastructure; (f) probe, scan, circumvent or test the vulnerability of the Service, or breach or circumvent any authentication, security or tenant-isolation measures; (g) access or attempt to access another customer's Workspace or data, or any data not belonging to the Customer; (h) use the Service to store or transmit data that the Customer is not authorised to process, or that infringes the rights of any third party; (i) impose an unreasonable or disproportionately large load on the Service, or use any automated means to access the Service in a manner that exceeds normal use or that circumvents usage limits; or (j) remove, obscure or alter any proprietary notices in the Service.

6.2 We may investigate suspected breaches of this Section and may suspend access in accordance with Section 19.

7. Fees, Billing, Subscription, Renewal & Refunds

7.1 Fees. The Customer must pay the Fees for the Service at the rates and on the billing cycle (for example, monthly or annual) selected at sign-up or as otherwise agreed, as set out on our website or in the applicable order or plan description.

7.2 Subscription Term. The initial Subscription Term and billing cycle are those selected by the Customer at sign-up or set out in the applicable order or plan (for example, monthly or annual). The Subscription Term governs renewal (Section 7.4), the duration of the licence (Section 11.2) and the term of these Terms (Section 19.1).

7.3 Payment processor. Fees are charged and processed through our third-party payment processor (currently Stripe). By subscribing, the Customer authorises us and our payment processor to charge the Customer's nominated payment method for all applicable Fees. The Customer's use of the payment processor is subject to the processor's own terms. We are not responsible for the acts or omissions of the payment processor.

7.4 Automatic renewal. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the then-current Subscription Term, at the then-current Fees, until cancelled in accordance with these Terms. The Customer may cancel renewal at any time before the start of the next renewal period through the Service's billing settings or by contacting us; cancellation takes effect at the end of the then-current Subscription Term.

7.5 Taxes. Fees are exclusive of taxes unless stated otherwise. The Customer is responsible for all applicable taxes, levies and duties (other than taxes on our income), including any Malaysian sales tax or service tax, which will be added where applicable.

7.6 No set-off; payment without deduction. All amounts payable by the Customer are payable in full without set-off, counterclaim, deduction or withholding (except any withholding required by law). The Customer may not withhold or set off any Fees on account of any disputed amount or alleged claim.

7.7 Failed payments. If a payment fails or is overdue, we may suspend or restrict access to the Service until payment is made (see Section 19), without prejudice to our other rights.

7.8 Refunds. Except as required by Malaysian law that cannot be excluded, and except as set out in Section 15, all Fees are paid in advance and are non-refundable. No refund, credit, pro-rata adjustment or other compensation will be given for any unused portion of a Subscription Term, for partial periods, for downgrade, or for any failure by the Customer to use the Service. In particular, and without limitation, no refund or credit will be given in respect of any matter to the extent it is caused by a Connected Platform or other matter outside our reasonable control as described in Sections 8 and 9. Nothing in this Section limits any liability we may have under Section 15 (including the cap in Section 15.4) to the extent caused by our own breach or negligence, or any non-excludable liability under Section 15.5.

7.9 Fee changes. We may change the Fees from time to time. Any change to recurring Fees will take effect from the next renewal period, and we will give the Customer reasonable prior notice. Continued use after a Fee change takes effect constitutes acceptance of the change.

8. Accuracy of Figures & Calculations

8.1 Computed Metrics are estimates. All Computed Metrics — including unified profit, margin, revenue, cost, fees, ROAS, ad spend, attribution and inventory metrics — are estimates and indicative figures derived from Connected Platform Data and the Customer's own inputs. They are generated automatically and are not audited, reconciled or guaranteed to be accurate, complete, current or fit for any particular purpose.

8.2 Why figures may be wrong, incomplete or delayed. Without limitation, Computed Metrics may be incomplete, delayed, inconsistent or inaccurate because of: (a) data gaps, missing data or partial data from Connected Platforms; (b) estimated fees used before a Connected Platform issues its actual settlement (and actual settled amounts may differ); (c) discrepancies between different Connected Platforms or between platforms and the Customer's records; (d) currency, timing, time-zone and cut-off differences (including differences between Malaysia time (MYT) and a Connected Platform's reporting time zone); (e) changes by a Connected Platform to its data, reporting, definitions, fee structures or APIs; (f) synchronisation lag, stale or unsynced data, or interrupted connections; and (g) manual-entry errors or incomplete inputs by the Customer or its Authorised Users.

8.3 "As is" / "as available". Computed Metrics and the Service are provided on an "as is" and "as available" basis. We make no warranty, representation or guarantee of any kind as to the accuracy, completeness, timeliness, reliability or fitness for purpose of any Computed Metric.

8.4 Independent verification required. Before relying on any Computed Metric for any decision or purpose, the Customer must independently verify it against the Customer's own records and against the official settlement statements, reports and data of the relevant Connected Platforms. The Service is decision-support, not a system of record (see Section 4.2).

8.5 Reliance and risk allocation. The Customer assumes the risk allocated under Sections 14 and 15 in respect of any reliance on, or use of, any Computed Metric. Our liability for any claim arising out of or relating to any inaccuracy, incompleteness, delay or error in any Computed Metric, or any decision made or action taken or not taken in reliance on any Computed Metric, is subject to the exclusions in Section 15.1 and the aggregate cap in Section 15.4, and to the non-excludable carve-outs in Section 15.5.

8.6 "Settlement-matched" and "reconciled" figures. Where a Computed Metric is described in the Service or in our marketing as "settlement-matched", "reconciled to actuals", "not estimates" or similar, that description means only that, once a Connected Platform has issued its own settlement statement for a transaction, the Service attempts to use that figure in place of an estimate. It is not a representation that any figure equals the Customer's final, audited or legally-payable amount, that a Connected Platform will not later restate, reverse, claw back or adjust a settlement, or that all transactions have settled. Until a transaction has settled, figures involving fees are estimates under Section 8.1. The Customer must still verify against the Connected Platform's own statements before relying on any figure.

9. Third-Party Platforms & API / Integration Availability

9.1 Dependence on third parties. The Service depends on third-party APIs, OAuth connections and data connections provided by Connected Platforms (including Shopee, TikTok Shop, TikTok Ads and Facebook/Meta), and on our internal data and Connector Layer. The availability, completeness and timeliness of data and functionality therefore depend on factors outside our control.

9.2 Data may be missing, partial, delayed or stale. Without limitation, Connected Platform Data and the resulting Computed Metrics may be missing, partial, delayed, stale or out of sync because of: (a) changes to, or deprecation of, a Connected Platform's API or data; (b) third-party downtime, maintenance, throttling or rate-limiting; (c) expired, revoked, invalid or insufficient OAuth tokens or API credentials; (d) synchronisation lag; or (e) any other interruption affecting a Connected Platform or the connection to it.

9.3 No warranty of connectivity or availability. We do not warrant or guarantee continuous, timely, uninterrupted, error-free or complete connections to, or data from, any Connected Platform, or that any Connected Platform will remain available or compatible with the Service. We make no service-level commitment and offer no uptime guarantee or service credits in respect of the Service, the Connector Layer or any Connected Platform connection (see Section 14.3).

9.4 No refund for third-party causes. To the maximum extent permitted by law, we will have no liability, and the Customer will have no right to any refund, credit, service-level remedy or compensation, for any missing, stale, delayed, partial or unsynced data, or for any interruption, failure, change or discontinuance of any Connected Platform, API, OAuth or data connection, in each case to the extent caused by a Connected Platform or other matter outside our reasonable control. To the extent any such issue is caused by our own breach or negligence, our liability is limited as set out in Section 15. This Section is subject to the non-excludable carve-outs in Section 15.5.

9.5 No service credit for our own downtime, capped. The Customer is not entitled to any service credit or automatic compensation for any unavailability, downtime, maintenance or degraded performance of the Service or the Connector Layer itself. Any liability we may have for unavailability, downtime or degraded performance caused by our own breach or negligence is limited as set out in Section 15.

9.6 Discontinuance of a feature. If a Connected Platform ceases to make its API or data available, withdraws access, or ceases to offer it on reasonable terms, we may suspend, modify or discontinue the affected feature or integration without liability (subject to Section 15). In such case, the Customer's sole and exclusive remedy is to stop using the affected feature.

10. No Professional Advice; Your Own Business Decisions

10.1 General information only. The Service and all Computed Metrics provide general business information and decision-support only. They do not constitute, and must not be relied upon as, financial, accounting, bookkeeping, tax, investment, legal or any other professional advice.

10.2 Your decisions are your own. The Customer is solely responsible for its own business decisions, including (without limitation) decisions about pricing, purchasing, advertising, inventory, finance and tax. The Customer should verify figures as set out in Section 5.1, obtain advice from its own qualified accountant, tax agent or other professional adviser, and rely on the official settlement statements and records of the relevant Connected Platforms, before making any decision.

10.3 Not your adviser or fiduciary. Nothing in these Terms or in the Service creates any advisory, fiduciary, agency or similar relationship between us and the Customer. We are not the Customer's adviser or fiduciary.

11. Intellectual Property & Licence

11.1 Our IP. As between the parties, we and our licensors own all right, title and interest in and to the Service, including all software, technology, the Connector Layer, dashboards, designs, documentation, and all intellectual property rights therein, and any improvements, modifications and derivative works. No rights are granted to the Customer other than as expressly set out in these Terms.

11.2 Licence to the Customer. Subject to these Terms and to payment of the Fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the Subscription Term, to access and use the Service for the Customer's internal business purposes.

11.3 Customer Data. As between the parties, the Customer retains all right, title and interest in and to the Customer Data. The Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and use the Customer Data (including Connected Platform Data) as necessary to provide, maintain, secure and improve the Service and to comply with law, and otherwise in accordance with the Privacy Policy.

11.4 Aggregated / anonymised data. We may generate and use aggregated, de-identified and/or anonymised data derived from use of the Service for our internal purposes, including to operate, analyse and improve the Service. Such data is limited to statistical, de-identified data that cannot reasonably be re-identified to the Customer, any individual or any Connected Platform account, and we own it. For the avoidance of doubt, we do not use the Customer's financial data, or any data derived from a single Customer, to train, fine-tune or augment any shared or third-party artificial-intelligence or large-language-model, consistent with the statement made in the Service that the Customer's financial data does not enter a shared model.

11.5 Feedback. If the Customer provides suggestions, feedback or ideas about the Service, we may use them without restriction or obligation, and the Customer assigns to us all rights in such feedback.

12. Data, Privacy & PDPA

12.1 Processing of data. In providing the Service, Inseller accesses and processes Customer Data, including Connected Platform Data, which may contain personal data (for example, data relating to the Customer's customers, orders and contacts).

12.2 PDPA commitment. We are committed to handling personal data in accordance with the PDPA (including as amended by the Personal Data Protection (Amendment) Act 2024). Our collection, use, disclosure and processing of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference and available at https://inseller.my.

12.3 Respective roles (data controller / data processor). For personal data within the Customer Data that we process solely on the Customer's documented instructions to provide the Service, the Customer is the data controller and Inseller acts as data processor under the PDPA. The Customer is responsible for having a lawful basis to collect, use and disclose such personal data and to authorise us to process it on the Customer's behalf in providing the Service. To the extent we process personal data for our own purposes as permitted under Section 11.4 (aggregated/anonymised statistics) and the Privacy Policy, we act as an independent data controller for those limited purposes.

12.4 Data Processing Addendum. The parties will, on request, enter into a Data Processing Addendum ("DPA"), which will form part of these Terms and which governs the processing of personal data (including sub-processors, security, breach notification, assistance with data-subject requests, and return or deletion of personal data). Pending execution of a DPA, the data-protection terms in this Section and in the Privacy Policy apply. In the event of a conflict between the DPA and these Terms in respect of the processing of personal data, the DPA prevails.

12.5 Security. We implement and maintain reasonable technical and organisational measures, consistent with the PDPA Security Principle, designed to protect Customer Data, including tenant-isolation of Workspaces. However, no method of transmission or storage is completely secure, and the Customer is responsible for its own security obligations under Section 3.4.

12.6 Breach notification and processor duties. Inseller will: (a) implement security measures consistent with the PDPA Security Principle; (b) notify the Customer without undue delay on becoming aware of a personal-data breach affecting Customer Data, and cooperate reasonably with the Customer's and Inseller's respective notification obligations to the Personal Data Protection Commissioner and to affected data subjects; (c) provide reasonable assistance to the Customer in responding to data-subject requests in respect of personal data we process on the Customer's behalf; and (d) appoint a data protection officer where required by the PDPA.

12.7 Statutory data-protection liability not capped. For the avoidance of doubt, the limitation of liability and cap in Section 15 do not limit or exclude any liability that cannot be limited or excluded under the PDPA or other applicable data-protection law. See Section 15.5.

13. Confidentiality

13.1 Obligations. Each party (as Recipient) must: (a) use the other party's (the Discloser's) Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least reasonable care; and (c) not disclose it except to its personnel, professional advisers and subcontractors who need to know it and who are bound by confidentiality obligations no less protective than these.

13.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through the Recipient's breach; (b) was lawfully known to the Recipient without obligation of confidence before disclosure; (c) is lawfully received from a third party without obligation of confidence; or (d) is independently developed without use of the Discloser's Confidential Information.

13.3 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or by a court or regulator, provided that (where lawful) it gives the Discloser reasonable prior notice and reasonable assistance to seek protective treatment.

14. Warranties & Disclaimers

14.1 "As is" / "as available". The Service, the Connector Layer, all Computed Metrics, and all data, content and outputs are provided on an "as is" and "as available" basis, with all faults, and without warranty of any kind.

14.2 Disclaimer of implied warranties. To the maximum extent permitted by law, we disclaim all warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, timeliness, title, quiet enjoyment and non-infringement.

14.3 No warranty of results, accuracy or availability. Without limiting the foregoing, we do not warrant that: (a) the Service or any Computed Metric (including any figure described as settlement-matched or reconciled) will be accurate, complete, current, reliable or error-free; (b) the Service will be uninterrupted, secure or available at any particular time or location; (c) defects will be corrected; (d) data from Connected Platforms will be available, complete, timely or accurate (see Section 9); or (e) the Service, the Connector Layer or any feature will be available at any uptime level or for any minimum percentage of time — we make no service-level commitment and offer no uptime guarantee or service credits.

14.4 Data issues. To the maximum extent permitted by law, the Customer is not entitled to any refund, credit, service-level remedy or automatic compensation for any loss of, error in, inaccuracy of, delay in, or failure to display, store, synchronise or process any data — including Connected Platform Data — to the extent caused by a Connected Platform or other matter outside our reasonable control. To the extent any such issue is caused by our own breach or negligence, our liability is limited as set out in Section 15.

14.5 Carve-out. This Section is subject to Section 15.5 (non-excludable liability).

15. Limitation of Liability & Cap

15.1 Exclusion of indirect and certain losses. To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or, whether such loss is direct or indirect, for any loss of profits, revenue, savings, goodwill, data, business, business opportunity or anticipated savings, arising out of or in connection with these Terms or the Service, whether or not foreseeable and even if advised of the possibility of such loss. The exclusion in this Section does not limit the Customer's obligation to pay Fees or the Customer's indemnity obligations under Section 16.

15.2 Specific limitations in our favour. Without limiting Section 15.1, and to the maximum extent permitted by law, our liability arising out of or relating to the following is in each case subject to the exclusions in Section 15.1 and the aggregate cap in Section 15.4: (a) any inaccuracy, incompleteness, delay or error in any figure, report, Computed Metric or calculation (including any figure described as settlement-matched or reconciled, and any Beta Feature output); (b) any decision made, or action taken or not taken, in reliance on the Service or any Computed Metric; (c) any missing, stale, delayed, partial, unavailable or unsynced data, or any failure, interruption, change or discontinuance of any Connected Platform, API, OAuth or data connection, or any unavailability or downtime of the Service or the Connector Layer; or (d) the use of, or inability to use, the Service.

15.3 Applies regardless of theory, including negligence. The exclusions and the cap in this Section apply regardless of the form or cause of action, whether in contract, tort (including negligence), strict liability, breach of statutory duty, indemnity or otherwise, and even if advised of the possibility of the loss.

15.4 Aggregate cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms and the Service will not exceed the greater of (a) the total subscription Fees actually paid to us by the Customer (across all of the Customer's Workspaces) in the twelve (12) months immediately preceding the first event giving rise to the claim, and (b) Ringgit Malaysia five thousand (RM5,000). Multiple claims do not increase this cap, and the first event giving rise to a series of related claims fixes the relevant period.

15.5 Non-excludable liability (carve-outs). Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under Malaysian law. Without limitation, nothing in these Terms (including Sections 8, 9, 14 and this Section 15) excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by a party's negligence; (c) liability under the PDPA or other applicable data-protection law to the extent it cannot be excluded; or (d) any other liability that cannot be excluded or limited under applicable Malaysian law. The aggregate cap in Section 15.4 does not apply to such non-excludable liability, nor to the Customer's obligations to pay Fees or to its indemnity obligations under Section 16.

15.6 Saving of limitations. If any exclusion or disclaimer in these Terms (including in Sections 8, 9 or 14) is held to be unenforceable, void or inapplicable for any reason, the remaining limitations of liability and the aggregate cap in this Section 15 will continue to apply to the fullest extent permitted by law as the residual limit on our liability.

15.7 Allocation of risk. The Customer acknowledges that the Fees reflect the allocation of risk set out in these Terms, and that the disclaimers and limitations in Sections 8, 9, 14 and 15 are a fundamental basis of the bargain between the parties.

16. Indemnity

16.1 Customer indemnity. The Customer will indemnify, defend and hold harmless MFD Holdings Sdn Bhd and its affiliates, and their respective officers, directors, employees, agents and suppliers (the "Indemnified Parties"), from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's business decisions, or any action taken or not taken in reliance on the Service or any Computed Metric; (b) the Customer's breach of these Terms; (c) the Customer's misuse of the Service; (d) the Customer Data, or our processing of the Customer Data on the Customer's authority and instructions; or (e) the Customer's violation of any applicable law or of the terms of any Connected Platform.

16.2 Procedure. As a condition of the Customer's obligations under Section 16.1, we will: (a) promptly notify the Customer in writing of any claim for which indemnity is sought (failure to do so relieving the Customer only to the extent it is materially prejudiced); (b) give the Customer sole control of the defence and settlement of the claim, provided that the Customer may not enter into any settlement that imposes any liability, payment or admission of fault on any Indemnified Party, or that does not fully and unconditionally release the Indemnified Parties, without our prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the Customer's expense. The Indemnified Parties may participate in the defence with their own counsel at their own expense.

17. Force Majeure

17.1 We will not be liable for any failure or delay in performance, or for any unavailability of the Service or data, to the extent caused by events or circumstances beyond our reasonable control, including (without limitation): failures, outages, throttling, changes or discontinuance of third-party platforms, APIs, OAuth or data connections (including Connected Platforms); internet, hosting, cloud-provider or data-centre outages; telecommunications failures; cyber-attacks, denial-of-service attacks or other malicious acts of third parties; acts of government, regulatory action or changes in law; power failures; fire, flood, epidemic, pandemic, natural disasters and acts of God; and labour disputes (each, a "Force Majeure Event").

17.2 During a Force Majeure Event our affected obligations are suspended for the duration of the event. This Section does not relieve the Customer of its obligation to pay Fees that have accrued.

18. Support & Service Availability

18.1 Support. We provide support for the Service via email at hello@inseller.my. We will use commercially reasonable efforts to respond to support requests, but do not commit to any specific response time unless separately agreed in writing.

18.2 Availability and maintenance. We will use commercially reasonable efforts to keep the Service available, and will, where practicable, give advance notice of scheduled maintenance. The Service may nonetheless be unavailable from time to time, including for maintenance, updates or reasons described in Section 9 or Section 17.

18.3 No SLA unless agreed. Except as expressly agreed with the Customer in a separate written service-level agreement, no specific uptime service level, availability percentage or service credit is offered, consistent with Sections 9.3, 9.5 and 14.3.

19. Term, Suspension & Termination

19.1 Term. These Terms take effect on the Customer's acceptance and continue for the duration of the Subscription Term and any renewals, until terminated in accordance with this Section.

19.2 Termination for convenience by the Customer. The Customer may terminate by cancelling its subscription, effective at the end of the then-current Subscription Term. Cancellation does not entitle the Customer to any refund (see Section 7.8).

19.3 Suspension. We may suspend or restrict the Customer's access to the Service, in whole or in part, with or (where the circumstances reasonably require) without prior notice, if: (a) the Customer fails to pay Fees when due; (b) the Customer breaches these Terms (including the Acceptable Use provisions); (c) suspension is necessary to protect the security, integrity or availability of the Service or other customers; or (d) required by law or by a Connected Platform. We will use reasonable efforts to give notice where practicable. Suspension does not entitle the Customer to any refund or compensation.

19.4 Termination for cause. Either party may terminate these Terms immediately on written notice if the other party materially breaches these Terms and (where the breach is capable of remedy) fails to remedy the breach within fourteen (14) days of written notice. We may terminate immediately for breach of Section 6 (Acceptable Use), non-payment, or where required by law or a Connected Platform.

19.5 Termination for insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, is wound up, has a receiver or similar appointed, or is unable to pay its debts as they fall due.

19.6 Effect of termination and data export. On termination or expiry: (a) the Customer's right to access and use the Service ceases; and (b) the Customer remains liable for all Fees accrued up to the effective date of termination. Following termination or expiry, we will, on the Customer's written request made within thirty (30) days, make the Customer Data available for export in a commercially reasonable format, after which we may delete or de-provision the Customer's Workspace and Customer Data, subject to the Privacy Policy, any DPA and applicable law. Where access has been suspended or terminated for non-payment, we may condition export on payment of undisputed outstanding Fees.

19.7 Survival. Sections 1.6, 2, 4.2, 5.1, 7 (in respect of accrued Fees and Sections 7.6 and 7.8), 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19.6, 19.7, 20.2 (record-keeping), 21, 22 and 23, together with any provision that by its nature should survive, will survive termination or expiry.

20. Changes to the Service & to these Terms

20.1 Changes to the Service. We may, at our discretion, modify, enhance, add to, suspend or discontinue all or any part of the Service (including any feature or integration with a Connected Platform) from time to time. We will use reasonable efforts not to materially degrade the core functionality of the Service during a paid Subscription Term, except where a change is required by law, by a Connected Platform, or for security or operational reasons (including Section 9.6).

20.2 Changes to these Terms. We may update these Terms from time to time. For material changes, we will require the Customer to affirmatively accept the updated Terms (for example, via an in-Service prompt) before continued use; for non-material changes, the Customer's continued use of the Service after the effective date constitutes acceptance. We will give reasonable notice of any material change (for example, by email, by notice within the Service, or by posting the updated Terms with a revised "Last updated" date), and the updated Terms take effect on the effective date stated in the notice, which will be no earlier than the date the Customer affirmatively accepts them (for material changes) or the stated effective date (for non-material changes). We record the version of the Terms accepted, with date and time (see Section 1.4). If the Customer does not agree to a material change, its remedy is to stop using the Service and cancel its subscription before the change takes effect.

21. Governing Law & Dispute Resolution

21.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of Malaysia.

21.2 Jurisdiction. Subject to Section 21.3, the parties submit to the exclusive jurisdiction of the High Court of Malaya at Kuala Lumpur (and the subordinate courts of Malaysia where appropriate to the monetary value of the claim) in respect of any dispute or claim arising out of or in connection with these Terms or the Service.

21.3 Good-faith resolution. Before commencing proceedings, the parties will use reasonable efforts to resolve any dispute amicably through good-faith discussions between senior representatives. If a dispute is not resolved within thirty (30) days of written notice of the dispute, either party may commence proceedings. This Section does not prevent a party from seeking urgent interim, injunctive or other equitable relief at any time.

22. General

22.1 Assignment. The Customer may not assign, transfer or sub-contract any of its rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to the Customer. These Terms bind and benefit the parties and their permitted successors and assigns.

22.2 Entire agreement and order of precedence. These Terms (together with the Privacy Policy, any DPA, and any order or plan accepted by the Customer) constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, understandings and communications, whether written or oral, on that subject. The Customer confirms that it has not relied on any statement, representation or warranty not expressly set out in these Terms (but nothing limits liability for fraud or fraudulent misrepresentation). In the event of conflict, the following order of precedence applies: (1) any DPA (in respect of personal-data processing); (2) any order form or plan signed or accepted by the Customer; (3) these Terms; and (4) the Privacy Policy. Except as expressly stated, these Terms prevail.

22.3 Severability (blue-pencil). If any provision of these Terms is held to be invalid, illegal or unenforceable, it will be severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect. Severance of any exclusion or disclaimer does not affect the operation of the limitations of liability and the aggregate cap in Section 15, which are intended to apply independently as the residual limit on our liability (see Section 15.6).

22.4 No waiver. No failure or delay by a party in exercising any right or remedy will operate as a waiver of it, and no single or partial exercise will preclude any further exercise. A waiver is effective only if in writing.

22.5 Notices. We may give notices to the Customer by email to the address associated with its Workspace, by notice within the Service, or by posting on our website. The Customer may give notices to us in writing by email to hello@inseller.my and, where the notice concerns termination or a legal claim, also by post to our registered address set out in Section 23. Notices are deemed given when sent (for email/in-Service notices) or, for postal notices, on actual receipt.

22.6 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between them.

22.7 No third-party rights. Except for the Indemnified Parties, who may enforce Section 16 (including the procedural protections in Section 16.2), a person who is not a party to these Terms has no right to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act 2001 of Malaysia or otherwise.

22.8 Subcontractors. We may use affiliates, subcontractors and third-party service providers (including hosting, cloud and payment providers) to provide the Service, provided that we remain responsible for their performance of our obligations under these Terms.

22.9 Counterparts / electronic acceptance. These Terms may be accepted electronically (including by clickwrap), and such acceptance is binding and effective.

23. Contact

Questions or notices regarding these Terms may be sent to:

MFD Holdings Sdn Bhd (Registration No. 201901014519 (1323847-H)) Registered address: No 6, Jalan Kempas 6, 84200 Bukit Bakri, Muar, Johor, Malaysia Operating the Inseller service — https://inseller.my Email: hello@inseller.my

End of document.