Terms of Service.

01Definitions

• Account
  The User’s registered account on the Services.
• Account Holder
  The entity that opens an Agency Plan account.
• Agency Plan
  The multi-seat subscription plan referred to in clause 4.1(c).
• Agent
  An individual user occupying a seat under an Agency Plan.
• AI Features
  AI-assisted features of the Services, including the feature currently called “The Answers”.
• AI Inputs / Outputs
  FAQ content, prompts, instructions, and other inputs you provide to the AI Features (“AI Inputs”), and the responses generated from them (“AI Outputs”).
• Card Content
  Information, text, images, logos, and other materials uploaded by the User to a vKad.
• CPA
  The Consumer Protection Act 1999.
• Lead
  A person whose contact details are collected through your vKad.
• Lead Data
  Personal data of a Lead collected through the Services.
• NFC Card
  A physical near-field communication card supplied by us encoded with the User’s vKad URL.
• PDPA
  The Personal Data Protection Act 2010, as amended.
• Plan
  A subscription plan listed in clause 4.1.
• Privacy Notice
  The vKad Privacy Notice (incorporating the Cookie Policy as Annexure 1) at vkad.app/privacy-policy.
• Services
  (i) The SaaS platform accessible at www.vkad.app and via the vKad URL; (ii) the supply of NFC Cards under a Plan that includes them; (iii) AI Features; (iv) messaging features (including WhatsApp eCatalogue auto-send); (v) Lead Data collection and dashboard tools; and (vi) any other product or service that we offer from time to time.
• SST
  Sales Tax and/or Service Tax under the Sales Tax Act 2018 and the Service Tax Act 2018.
• Subscription Term
  Each calendar month (or 30-day period) during which a Plan is active.
• vKad URL
  The unique web URL hosting a User’s digital name card.

02Eligibility and account

1. You must be at least 18 years old (the age of majority under the Age of Majority Act 1971) and have legal capacity to contract under Malaysian law.
2. You must provide accurate, current, and complete information when registering and keep it up to date.
3. You are responsible for safeguarding your Account credentials and for all activities under your Account. Notify us immediately at security@vkad.app of any unauthorised use.
4. We may refuse, suspend, or terminate any Account at our reasonable discretion where we have grounds to believe these Terms have been breached or where required by law.

03The Services

1. The Services include hosting your vKad URL; allowing you to share your vKad via QR code, NFC tap, or URL link; updating Card Content; collecting Lead Data into your dashboard; AI Features; and messaging features.
2. We provide the Services on a best-efforts basis. We do not warrant that the Services will be uninterrupted or error-free, but we will use reasonable efforts to maintain availability and to notify Users of scheduled maintenance.
3. We may modify, suspend, or discontinue any feature of the Services. Where a discontinued feature is material to a paid Plan, we will provide reasonable prior notice and a pro-rata refund of unused fees.

04Plans, fees, and payment

4.1 Monthly subscription Plans

4.2 SST

Fees are quoted in Ringgit Malaysia and are exclusive of SST, which will be charged where applicable.

4.3 Auto-renewal

Each subscription renews automatically each month at the recurring rate stated in clause 4.1 until cancelled. The first-month rate includes a setup fee and applies only to the first calendar month (or 30-day period) of the subscription. The recurring rate will be displayed at the point of payment before you confirm the subscription.

4.4 Renewal reminder

We will send you an email reminder at least seven (7) days before each renewal, stating the renewal date and the amount that will be charged.

4.5 Cancellation

You may cancel your subscription at any time through your Account dashboard or by written notice to billing@vkad.app. Cancellation takes effect at the end of the then-current paid month. No pro-rata refund will be given for the unused portion of the cancelled month, and the setup fee component of the first-month payment is non-refundable.

4.6 Payment processing

Payment is processed by our third-party payment gateway. We do not store full payment card details. You are responsible for keeping your payment method current.

4.7 Failed payment

If a payment fails, we will notify you and provide a grace period of three (3) business days for you to update your payment method. If payment is not received within that grace period, we may suspend the Services until payment is received. Reactivation may incur a reasonable administrative fee, which will be notified to you in advance.

4.8 Seat changes (Agency Plan)

Seat changes within an Agency Plan (additions or removals up to the seat limit of five (5)) do not affect the monthly fee.

4.9 Pricing changes

We may change Plan pricing on at least thirty (30) days’ prior notice; revised pricing applies to the next renewal cycle. If you do not agree to the revised pricing, you may cancel under clause 4.5 before it takes effect.

05Delivery of NFC Cards, refunds, and consumer rights

5.1 Delivery

Where your Plan includes NFC Cards, we will dispatch them within seven (7) business days of subscription confirmation (or, for personalised cards, of artwork approval) to the address you provide. Title and risk pass on delivery. We are not liable for delay or loss caused by incorrect address details, force majeure, or third-party courier failure.

5.2 Lost in transit

If a Card is not received within twenty-one (21) days of dispatch, notify us at support@vkad.app; where the Card was lost in transit through our courier, we will dispatch a replacement at no charge.

5.3 Defective Cards

Defects must be reported within seven (7) days of delivery. We will at our option repair, replace, or refund the price attributable to the Card.

5.4 Replacement Cards (Physical + Digital Plan)

One (1) free replacement Card is included for loss during the subscription. Further replacements are subject to a reasonable replacement fee notified to you at the time of request.

5.5 Subscription and setup fees

Subscription fees are non-refundable once the relevant month has commenced. The setup fee component of the first-month payment is non-refundable once setup activities have commenced or any NFC Card has been dispatched. The foregoing is subject to the CPA, the Sale of Goods Act 1957, and other applicable law.

5.6 Refund mechanism

Where we are required to issue a refund, we will refund to the original payment method within fourteen (14) business days of the refund being approved.

5.7 Distance contracts and cooling-off rights

To the extent that the CPA, including section 24R (where applicable to the supply of goods or services in question), confers on you a cooling-off right or right of cancellation, that right is preserved and we will honour it. Where the right applies, we may deduct from any refund the value of services already rendered, including the setup fee component of the first-month payment where setup activities have been completed, and the price attributable to any NFC Card already dispatched, delivered, or activated, in accordance with clauses 5.1 to 5.4.

5.8 Statutory rights generally

Nothing in these Terms excludes or restricts your statutory rights under the CPA, the Sale of Goods Act 1957, or any other applicable consumer protection law. Where any provision of these Terms purports to exclude or restrict a non-excludable statutory right, that provision is to be read down or, to the extent necessary, severed.

06User obligations and Acceptable Use

You agree that you will not:

1. use the Services for any unlawful purpose or in breach of any Malaysian law, including the Communications and Multimedia Act 1998, the Penal Code, the Defamation Act 1957, the Copyright Act 1987, the Trade Marks Act 2019, or the Trade Descriptions Act 2011;
2. upload Card Content or AI Inputs that are false, misleading, defamatory, obscene, indecent, threatening, harassing, or that infringe the intellectual property, privacy, or other rights of any person;
3. impersonate any person or misrepresent your affiliation;
4. introduce malware, attempt to gain unauthorised access, or interfere with the operation of the Services;
5. scrape, crawl, or harvest data from the Services other than via published APIs and in accordance with their documentation; or
6. reproduce, copy, modify, reverse-engineer, or create derivative works of the Services or any part of them, except as expressly permitted by law.

07Card Content licence

1. You retain ownership of your Card Content and AI Inputs.
2. You grant vKad a worldwide, non-exclusive, royalty-free, sub-licensable licence to host, store, reproduce, transmit, display, and publicly serve your Card Content for the purposes of providing the Services. The licence terminates when your Card Content is deleted from the Services, save that we may retain backup copies for a reasonable period and may retain content as required by law.
3. You represent and warrant that you have the right to upload the Card Content and AI Inputs and to grant the licences in this clause 7 and clause 7B, and that the Card Content and AI Inputs do not infringe any third-party rights.

7BAI Features

7B.2 Your responsibility

You are responsible for reviewing AI Outputs before they are published, transmitted, or relied upon. AI Outputs are deemed your statements once you adopt or transmit them, and you accept legal responsibility for them as such.

7B.3 Not professional advice

AI OUTPUTS ARE NOT PROFESSIONAL ADVICE. AI Outputs do not constitute and must not be treated as legal, financial, taxation, medical, accounting, investment, or other professional advice. If you are dealing with a regulated matter, consult a qualified, licensed professional. Use of AI Outputs to provide such advice without holding the appropriate licence may constitute an offence.

7B.4 Prohibited uses

You will not use AI Features to:

1. impersonate any third party;
2. generate content that is unlawful, false, misleading, defamatory, or that infringes any third-party right;
3. provide regulated advice without the appropriate licence and disclaimers; or
4. generate content that breaches clause 6.

7B.5 Sub-processors

We may process AI Inputs through third-party AI service providers under contracts that restrict use to the provision of the Services and prohibit training of general-purpose models on your AI Inputs. AI Inputs may be processed outside Malaysia, subject to clause 6 of the Privacy Notice.

7B.6 Licence to process

You grant us a non-exclusive, royalty-free licence to process AI Inputs solely for the purpose of providing the AI Features to you and improving the security and reliability of the Services.

7CMessaging through WhatsApp and other channels

7C.1 You are the sender

If you use WhatsApp eCatalogue auto-send or any similar messaging feature, you are the sender of every message and you are responsible for: (a) obtaining each recipient’s prior consent to receive such messages; (b) honouring opt-out and unsubscribe requests promptly; (c) complying with the PDPA, the Communications and Multimedia Act 1998, the Trade Descriptions Act 2011, Meta’s WhatsApp Business Messaging Policy, and any other applicable platform policy or law; and (d) keeping records of consent sufficient to demonstrate compliance.

7C.2 Platform mechanisms

To assist your compliance, we will make available the following mechanisms within the messaging feature:

1. opt-out keyword handling — recipients who reply with “STOP”, “BERHENTI”, “UNSUBSCRIBE”, or any other opt-out keyword we configure will be automatically suppressed from further messaging through your Account;
2. consent timestamp logging — when you confirm that a recipient has consented (whether by checkbox, double opt-in, or otherwise), the consent event is logged with a timestamp and stored against the recipient record;
3. consent and opt-out audit log — you may export an audit log of consent events and opt-out events from your Account dashboard at any time, for use as compliance evidence; and
4. automatic suppression on platform complaints — if Meta or any other platform notifies us that a recipient has reported a message from your Account, we may automatically suppress further messaging to that recipient.

7C.3 Tools, not transfer of responsibility

The mechanisms in clause 7C.2 are tools to assist your compliance. They do not transfer to us any responsibility for the lawfulness of the underlying consent or the accuracy of the consent records, which remains with you.

7C.4 Suspension

We may suspend or restrict the messaging feature without notice if access to the underlying platform is restricted or revoked, if we receive complaints, or if we reasonably suspect breach of clause 7C.1.

7C.5 Indemnity

You will indemnify us under clause 14 in respect of any claim, regulatory action, or platform sanction arising out of your use of the messaging feature in breach of clause 7C.1.

08Intellectual property

1. The Services, including all software, designs, trademarks, logos, the “vKad” name, and all related content (other than User Card Content and AI Inputs), are owned by or licensed to vKad and are protected by Malaysian and international intellectual property laws.
2. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose during the Subscription Term. No other rights are granted.

09Notice and takedown

If you believe Card Content or AI Outputs on the Services infringe your rights or breach Malaysian law, send a written notice to legal@vkad.app identifying yourself, the affected content, the basis for the complaint, and the action requested. We will review the notice and take such action as we consider reasonable, which may include removal of the content, suspension of the relevant Account, or referral to authorities.

10Suspension and termination

1. You may cancel your subscription at any time under clause 4.5.
2. Either party may terminate these Terms by giving written notice if the other party materially breaches these Terms and fails to remedy the breach within fourteen (14) days of written notice (where capable of remedy).
3. We may suspend or terminate Services without notice if we reasonably suspect: (i) breach of clause 6, 7B, or 7C; (ii) non-payment (after the grace period in clause 4.7); (iii) insolvency of the User; or (iv) requirement under law.
4. On termination, your right to access the Services ceases. You may, within thirty (30) days, request a copy of your Account data, Card Content, and Lead Data in a structured, commonly used, machine-readable format. Thereafter, your data will be deleted or anonymised, subject to legal retention requirements.

11Personal data

Personal data is processed in accordance with the vKad Privacy Notice (which incorporates the Cookie Policy as Annexure 1), which forms part of these Terms.

11ALead Data and Agency Plan

11A.1

You are the data controller of Lead Data collected through your Account. We act as your data processor in respect of Lead Data. The terms set out in clause 5A of the Privacy Notice apply.

11A.2 Agency Plan only

All Lead Data collected through any seat under an Agency Plan account belongs to and remains with the Account Holder. Departure of an Agent does not entitle the Agent to any copy of, or continued access to, the Lead Data through the Services.

11A.3

Clause 11A.2 governs the platform record only. It does not (a) limit the rights of Leads under the PDPA, or (b) regulate any separate non-solicit, non-compete, or confidentiality obligations between the Account Holder and any Agent, which must be addressed by separate agreement between them.

11A.4

The Account Holder is responsible for the conduct of all Agents under the Account and for ensuring that each Agent complies with these Terms. Each Agent’s use of the Services is also subject to these Terms.

12Warranties and disclaimer

1. Each party represents and warrants that it has full power and authority to enter into these Terms and to perform its obligations.
2. Save for the warranty in clause 12(a) and any non-excludable statutory warranties (including those under the CPA and Sale of Goods Act 1957), the Services are provided on an “as is” and “as available” basis and we exclude, to the fullest extent permitted by law, all other express or implied warranties, including warranties as to the accuracy of AI Outputs.

13Limitation of liability

1. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by Malaysian law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.
2. Subject to clause 13(a), neither party is liable to the other for any indirect, special, consequential, or punitive loss, or loss of profit, revenue, savings, business opportunity, goodwill, or data, however arising.
3. Subject to clause 13(a), our aggregate liability under or in connection with these Terms in any twelve (12) month period is capped at the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim, or RM1,000, whichever is greater.

14Indemnity

You agree to indemnify and hold vKad and its officers, employees, and agents harmless from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of clause 6, 7(c), 7B.4, or 7C.1; (b) your Card Content, AI Inputs, or AI Outputs once adopted or transmitted by you; or (c) your use of the messaging features. This indemnity is subject to the indemnified party giving prompt notice, allowing you to control the defence (with counsel reasonably acceptable to vKad), and reasonably co-operating in the defence.

15Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, pandemic, governmental action, fire, flood, telecommunications failure, internet outage, denial-of-service attack, or third-party platform restriction (including Meta or any AI service provider). The affected party will notify the other promptly and use reasonable efforts to mitigate.

16Notices

Notices to vKad must be sent by email to legal@vkad.app with copy by post to: VPOS Group Sdn Bhd, No. 7, Jalan PJU 7/8B, Mutiara Damansara, 47800 Petaling Jaya, Selangor, Malaysia. Notices to the User may be given by email to the address registered on the Account or by posting to the User’s account dashboard.

17Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructuring, or sale of all or substantially all of our assets.

18Variation

We may amend these Terms by posting an updated version to the Site and notifying registered Users by email. Material changes take effect thirty (30) days after notice. Your continued use of the Services after the effective date constitutes acceptance.

19Severability and waiver

If any provision is found to be invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force. Failure or delay by a party to exercise any right does not constitute waiver.

20Entire agreement

These Terms (together with the Privacy Notice and any order, plan-specific terms, or Agency master agreement) constitute the entire agreement between the parties on the subject matter and supersede all prior communications, representations, and agreements.

21Governing law and dispute resolution

1. These Terms are governed by, and construed in accordance with, the laws of Malaysia.
2. The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.
3. Failing resolution, the parties will refer the dispute to mediation under the Asian International Arbitration Centre (AIAC) Mediation Rules.
4. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, that is not resolved through mediation within sixty (60) days of the commencement of mediation, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Kuala Lumpur, Malaysia. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

22Contact

For legal queries: legal@vkad.app. For billing queries: billing@vkad.app. For general queries: support@vkad.app.