Terms of Service

Ethytude (the “Platform”) is a product of JCSS Consultancy PLT (“we”, “us”, or “our”). By accessing or using the Platform, including any features, APIs, or related services, you (“Customer” or “User”) agree to be bound by these Terms of Service (“Terms”) together with any privacy notice we publish from time to time. If you do not agree to these Terms in full, you must not access or use the Platform.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. References to “you” include both you personally and the entity you represent.

The Ethytudeis a cloud-based software-as-a-service (“SaaS”) solution that provides digital workflow management tools for anti-bribery management systems, including modules for risk registers, gift and hospitality declarations, conflict of interest declarations, due diligence, whistleblowing, training records, audits, and related documentation.

The Platform is intended to assist organisations in organising, recording, and managing compliance-related documentation and internal workflows. It is a record-keeping and workflow facilitation tool only. All reports, summaries, evidence packs, and other outputs are generated from information you and your users supply; their accuracy and completeness depend entirely on your inputs.

We reserve the right to modify, suspend, or discontinue any part of the Platform at any time with reasonable notice. Trial, beta, or pre-release features may be modified or withdrawn without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.

You must provide accurate, current, and complete information during registration and maintain the accuracy of that information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorised by you.

You must notify us immediately at info@simplified-now.com upon becoming aware of any unauthorised access to or use of your account. We will not be liable for any loss or damage arising from your failure to comply with this obligation.

Each subscription plan limits the number of active login users. You are responsible for ensuring your use remains within the limits of your plan. Exceeding the seat cap may result in suspension of the ability to add further users until your plan is upgraded.

You acknowledge and agree that you are solely responsible for:

• The accuracy, completeness, legality, and timeliness of all data, declarations, records, and documents entered into the Platform by you or your users;
• Designing, implementing, resourcing, and operating your own anti-bribery programme, policies, and controls — the Platform records your programme; it does not substitute for one;
• Making all decisions concerning approvals, investigations, disciplinary actions, disclosures, and regulatory notifications — the Platform routes and records decisions but does not make them;
• Determining your own legal, regulatory, certification, and reporting obligations, and obtaining independent professional advice where appropriate;
• Maintaining your own copies or exports of records you consider critical, using the export functions provided;
• The acts and omissions of every person you permit to access the Platform under your account.

We have no obligation to review, verify, moderate, or correct any Customer Data, and we assume no responsibility for decisions taken — or not taken — on the basis of information stored in or produced by the Platform.

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations;
• Upload or transmit false, misleading, or fraudulent compliance records, or use the Platform to conceal, facilitate, or legitimise any act of bribery or corruption;
• Attempt to gain unauthorised access to any part of the Platform or its infrastructure;
• Reverse-engineer, decompile, or attempt to extract source code from the Platform;
• Resell, sublicense, or otherwise commercially exploit the Platform without our written consent;
• Interfere with or disrupt the integrity or performance of the Platform or any data it contains;
• Use automated means to access the Platform in a manner that exceeds normal usage patterns.

We reserve the right to suspend or terminate access immediately and without notice if we reasonably believe you have breached this section.

The Platform includes reporting channels — including a public channel that may be used anonymously by persons who are not your users — through which reports, allegations, attachments, and other content may be submitted (“Submitted Content”). You acknowledge and agree that:

• We do not author, verify, investigate, endorse, or moderate Submitted Content, and we make no representation as to its truth, accuracy, or completeness;
• We are not liable for any Submitted Content, including content that is false, defamatory, malicious, or unlawful, nor for any action you take or fail to take in response to it;
• Receiving, assessing, investigating, and responding to reports — and complying with any whistleblower-protection, employment, or other legal obligations that arise (including under the Whistleblower Protection Act 2010 of Malaysia, where applicable) — is solely your responsibility;
• The Platform is not an emergency service and is not a substitute for reporting to police, the MACC, or any other authority;
• Where a report is submitted anonymously, the Platform is designed not to record the reporter’s identity; we cannot identify anonymous reporters for you and have no obligation to attempt to do so.

The Ethytude is a documentation and workflow management tool. It does not constitute legal advice and does not guarantee that your organisation will achieve, maintain, or demonstrate compliance with any law, regulation, standard, or certification, including but not limited to:

• ISO 37001 (Anti-Bribery Management Systems), in any edition;
• The Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), including s.17A and the adequacy of procedures under it;
• Any other applicable anti-bribery, anti-corruption, whistleblowing, data protection, or corporate governance legislation in any jurisdiction;
• Any certification, accreditation, or audit requirement.

The adequacy of your anti-bribery procedures and the outcome of any regulatory investigation, prosecution, civil claim, audit, or certification exercise is determined solely by the relevant authority, court, or body — not by your use of this Platform. Use of the Platform is not, of itself, evidence of adequate procedures.

We strongly recommend that you obtain independent legal and professional advice regarding your specific compliance obligations. Nothing in the Platform, its documentation, or any communications from us constitutes legal, accounting, or other professional advice, and no professional advisory, fiduciary, or agency relationship is created by these Terms or by your use of the Platform.

To the maximum extent permitted by applicable law:

The Platform is provided “AS IS” and “AS AVAILABLE” without any warranty of any kind, express or implied. We expressly disclaim all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties that the Platform will meet your specific compliance, legal, or business requirements;
• Warranties that the Platform will be uninterrupted, error-free, secure, or free of harmful components;
• Warranties as to the accuracy, reliability, completeness, or timeliness of any content, data, or output generated by the Platform;
• Warranties that defects will be corrected or that the Platform is free of viruses or other harmful components.

No advice, information, or statement — whether oral or written — obtained from us or through the Platform shall create any warranty not expressly stated in these Terms.

Exclusion of consequential and indirect damages

To the fullest extent permitted by applicable law, in no event shall JCSS Consultancy PLT, its partners, directors, officers, employees, agents, contractors, licensors, or service providers be liable for any:

• Indirect, incidental, special, exemplary, punitive, or consequential damages;
• Loss of profits, revenue, business, data, goodwill, reputation, or anticipated savings;
• Regulatory fines, penalties, or sanctions imposed by any authority (including MACC);
• Legal costs, defence costs, or damages arising from any criminal or civil proceeding;
• Losses arising from your failure to achieve, maintain, or demonstrate regulatory compliance;
• Losses caused by system downtime, data loss, security breaches, or unauthorised access;
• Losses arising from reliance on any output, report, or document generated by the Platform;
• Losses arising from Submitted Content or from any act or omission of any reporter, user, or third party;
• Losses arising from third-party services, networks, or infrastructure outside our reasonable control;
• Any other loss or damage, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

Cap on aggregate liability

To the fullest extent permitted by applicable law, our total aggregate liability to you arising out of or in connection with these Terms or your use of the Platform — whether in contract, tort, breach of statutory duty, or otherwise — shall not exceed the total fees actually paid by you to us in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

Where you are using the Platform during a free trial period, or have otherwise paid no fees, our aggregate liability shall not exceed RM 500 (Malaysian Ringgit five hundred only).

Time limit on claims

To the extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be commenced within twelve (12) months of the date the cause of action arose, failing which the claim is permanently barred.

The limitations in this section apply even if we have been advised of the possibility of such damages, and even if any remedy set forth herein fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as liability for fraud); in such cases our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless JCSS Consultancy PLT and its partners, directors, officers, employees, agents, contractors, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of or access to the Platform;
• Any data, content, or information you submit, upload, or transmit through the Platform;
• Any Submitted Content received through your reporting channels, or your handling of (or failure to handle) any report;
• Your violation of these Terms or any applicable law or regulation;
• Your failure to maintain adequate anti-bribery procedures or to meet your legal obligations;
• Any claim by a third party — including any regulatory authority, employee, whistleblower, or business associate — arising from your use of the Platform;
• Any misrepresentation made by you in connection with the Platform.

We reserve the right, at our own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defence of such claim. This section survives termination.

You retain ownership of all data and content you submit to the Platform (“Customer Data”). By submitting Customer Data, you grant us a limited, non-exclusive licence to process it solely for the purpose of providing, securing, and improving the Platform.

We implement commercially reasonable technical and organisational security measures. However, we cannot guarantee absolute security. You acknowledge that no method of transmission over the internet or method of electronic storage is 100% secure. We shall not be liable for any security breach, data loss, or unauthorised access unless directly caused by our gross negligence or wilful misconduct.

You are solely responsible for ensuring that any personal data you submit complies with applicable data protection laws, including Malaysia's Personal Data Protection Act 2010 (“PDPA”), and that you have obtained all necessary consents and given all required notices to the individuals concerned. As between the parties, you are the data user/controller of Customer Data and we act as a data processor on your behalf.

The Platform provides export functions; you are responsible for maintaining your own exports or copies of records you consider critical. Upon termination of your subscription, we will retain your data for 30 days during which you may request an export. After that period, we may permanently delete your data and are under no obligation to retain it. We are not liable for any loss of data following this retention period.

The Platform relies on third-party services to operate, including payment processing, email delivery, cloud hosting, and data storage providers. Your use of payment functionality is additionally subject to the terms of our payment processor.

We are not responsible or liable for the acts, omissions, availability, security, or performance of any third-party service, or for any loss arising from an outage, degradation, data incident, or failure occurring at a third-party provider, except to the extent caused by our gross negligence or wilful misconduct. We may substitute any third-party provider at our discretion.

The Platform, including all software, design, trademarks, logos, documentation, and content (excluding Customer Data), is the exclusive property of JCSS Consultancy PLT and its licensors. Nothing in these Terms transfers any intellectual property rights to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes in accordance with these Terms. This licence does not include any right to copy, modify, create derivative works, redistribute, or commercially exploit the Platform.

If you provide feedback or suggestions about the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

We may suspend or terminate your access to the Platform immediately and without notice if:

• You breach any provision of these Terms;
• Your payment is overdue and remains unpaid after 14 days of notice;
• We are required to do so by law or a court order;
• We reasonably believe continued access poses a risk to the Platform, other users, or third parties.

You may terminate your subscription at any time through the billing portal. No refunds will be issued for any unused portion of a billing period except where required by law.

Upon termination, all licences granted to you immediately cease. Provisions of these Terms that by their nature should survive termination — including Sections 4, 6, 7, 8, 9, 10, 11, 13, 17, and 18 — shall survive termination.

We shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, power or telecommunications failures, denial-of-service or other attacks, or failures of third-party hosting, network, or infrastructure providers. Our obligations are suspended for the duration of such circumstances.

We reserve the right to modify these Terms at any time. We will provide at least 14 days' notice of material changes by email or by prominent notice within the Platform. Your continued use of the Platform after the effective date of the revised Terms constitutes your acceptance of the changes.

If you do not agree to the revised Terms, you must stop using the Platform before the effective date of the changes.

These Terms are governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles.

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall first be submitted to good-faith negotiation. If not resolved within 30 days, the dispute shall be referred to and finally resolved by the courts of Malaysia, and both parties irrevocably submit to the exclusive jurisdiction of those courts.

Notwithstanding the above, we reserve the right to seek injunctive or other equitable relief in any competent court to protect our intellectual property or confidential information.

• Entire agreement. These Terms (together with any order form or subscription confirmation) constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements, representations, and understandings, whether written or oral.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
• No waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms or your subscription without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of assets.
• No third-party beneficiaries. These Terms do not confer any rights on any person other than the parties, except that the persons indemnified under Section 10 may enforce that section.
• Independent parties. Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship between the parties.
• Notices. We may give notice by email to the address registered on your account or by notice within the Platform; you may give notice to us at the contact address below.

For questions about these Terms, please contact: