Terms of Service - Malaysian e-Invoice Middleware

IMPORTANT NOTICE: By purchasing a license, starting a subscription, or accessing any service provided by Xantec Solutions Sdn Bhd ("Xantec"), you ("the Customer") acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These terms apply to all Xantec products, whether provided as a Subscription (SaaS) or a One-Time License.

Xantec reserves the right to modify, amend, or update these terms at any time without prior notice.

1. Definitions

SaaS: Software-as-a-Service model provided via a recurring subscription fee.
One-Time License: A perpetual or fixed-term software license purchased for a one-time fee.
Middleware: The software solution developed by Xantec to bridge client systems (ERP/POS) with LHDN MyInvois.

Part A: SaaS Subscription

Applicable to all monthly or annual subscription plans.

Service Availability: While we aim for 99.9% uptime, Xantec does not guarantee uninterrupted service. We are not liable for any losses arising from system downtime, LHDN server outages, or maintenance periods.
Data Storage: Data is hosted temporarily for active users. Upon expiration or cancellation of subscription, Xantec may permanently delete all associated data within 30 days.
Payment: Failure to pay recurring fees will result in immediate suspension of service without liability to Xantec for resulting compliance delays.

Part B: One-Time License

Applicable to perpetual licenses or on-premise installations.

License Grant: Purchase grants a non-exclusive, non-transferable license to use the software. You may not reverse engineer or resell the software.
System Compatibility: The Customer is responsible for ensuring their hardware and OS environment meet Xantec's minimum specifications. We are not liable for installation failures on unsupported environments.
Maintenance: One-time licenses do not include perpetual updates. Major version upgrades or LHDN API specification changes may require the purchase of a new license or a maintenance agreement.

2. Fees, Termination & Refunds

Non-Refundable: All fees paid for Subscriptions or One-Time Licenses are strictly non-refundable.
Termination by Xantec: Xantec reserves the right to terminate or suspend access to the service immediately, without prior notice or liability, for any breach of these Terms.
Termination by Customer: Customers may cancel their subscription at any time; however, no refunds or credits will be provided for any unused portion of the subscription period.

3. Data Retention & Client Responsibility

Under Malaysian Law, businesses are mandated to maintain an audit trail and e-invoice records for seven (7) years.

The customer is solely responsible for exporting and archiving data for statutory compliance. Xantec is a processing tool, not a perpetual storage vault. We strongly advise manual backups of your e-invoice logs.

4. Not Legal or Tax Advice

Xantec provides software for data transmission and processing. Xantec does not provide legal, tax, or regulatory advice. The use of our middleware does not guarantee compliance with all LHDN requirements. Customers must consult with their own professional tax and legal advisors to ensure full compliance with Malaysian regulations.

5. Disclaimer of Warranties

The software and services are provided "as is" and "as available." To the maximum extent permitted by Malaysian law, Xantec disclaims all warranties, whether express or implied, including but not limited to:

Warranties of merchantability or fitness for a particular purpose.
Security warranties: While we implement industry-standard security, Xantec is not liable for data breaches, hacking, or unauthorized access to Customer data stored on our servers or transmitted through our middleware.
Accuracy: Xantec is not liable for mistakes, errors, or inaccuracies in the data submitted to LHDN, whether caused by software bugs or user input.

6. Limitation of Liability

In no event shall Xantec Solutions Sdn Bhd be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profit, loss of data, or fines/penalties imposed by the Malaysian Inland Revenue Board (LHDN) or any government authority.

Xantec's total aggregate liability shall not exceed the total amount paid by the Customer to Xantec for the subscription or license during the 12 months preceding the claim.

7. Customer Indemnity

The Customer agrees to indemnify, defend, and hold harmless Xantec Solutions Sdn Bhd against any and all claims, liabilities, penalties, or expenses (including legal fees) arising from:

LHDN penalties or fines caused by incorrect data transmitted via the middleware, delayed submissions, or any misuse of the system.
Third-party claims arising from the operation or failure of the Customer's internal ERP, POS, or other upstream systems.
Any regulatory breaches or legal consequences resulting from the Customer's non-compliance with Malaysian tax laws.

8. Force Majeure

Xantec shall not be held liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to:

Downtime or technical failures of the LHDN MyInvois portal or government infrastructure.
General internet failures, telecommunication outages, or power disruptions.
Sudden changes in government regulations or LHDN API specifications.
Cyber-attacks, hacking incidents, or data breaches that occur despite reasonable security measures.

9. LHDN Specifications & Updates

Compliance updates and software revisions following changes to LHDN API specifications are delivered on a best-effort basis. Xantec does not guarantee that software updates will be available within specific statutory deadlines set by the authorities.

10. Intellectual Property

All source code, algorithms, UI designs, and documentation remain the exclusive intellectual property of Xantec Solutions Sdn Bhd. The Customer is granted a limited right to use only.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Malaysia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Malaysia.

12. Contact

For any legal inquiries regarding these terms, please contact our support team at support@xantec.com.my.