Terms & Conditions / SaaS Agreement

This Terms & Conditions / Software-as-a-Service (SaaS) Agreement ("Agreement") governs the access to and use of Zento, a proprietary cloud software product developed, owned, operated, and maintained by VISHTECH MX SDN. BHD. ("VISHTECH", "Company", "we", "our", "us").

Zento is a cloud-based ERP and business operations platform that may include:

• HR & Payroll
• CRM & Sales
• Quotations, Invoices & Receipts
• Finance & General Ledger
• Inventory & Supplier Management
• Operations & Workflow Automation
• Reporting & Dashboard Analytics
• Administration & Access Control

VISHTECH may enhance, improve, suspend, or modify features from time to time to improve performance, security, and scalability.

Access to Zento is granted on a subscription basis under the selected commercial plan, proposal, or quotation.

The Client agrees to:

• Provide accurate account and billing information
• Maintain secure user credentials
• Assign appropriate user roles and permissions
• Ensure lawful use of employee, payroll, customer, and financial data
• Comply with employment, tax, and data protection laws
• Prevent unauthorized access or account sharing

Subscription fees, implementation fees, customization charges, annual maintenance, and support charges shall follow the quotation, proposal, or accepted subscription plan.

• Invoices are payable within 7, unless otherwise agreed
• Late payment may result in account suspension
• Implementation fees are non-refundable once work has commenced
• Taxes, SST, withholding tax, gateway charges, and bank fees are borne by the Client where applicable

All business, operational, and personal data entered into Zento remains the sole property of the Client. This includes:

• Employee records & payroll data
• Finance ledgers
• Quotations, invoices, and receipts
• Customer and CRM databases
• Supplier records
• Stock and inventory data
• Uploaded files and reports
• Workflow approval logs

VISHTECH grants the Client a limited, non-exclusive, non-transferable, revocable subscription license to access and use Zento during the active subscription term.

• Reverse engineer or decompile the software
• Resell or white-label without written approval
• Duplicate the platform
• Bypass license restrictions
• Use the system for unlawful activities
• Attempt unauthorized database or server access

Both parties agree to protect confidential information. Confidential Information includes:

• Source code 
• Architecture
• Payroll structures
• Customer pricing
• Accounting records 
• Internal workflows
• API credentials
• Proposals and documentation

Neither party may disclose confidential information without written consent unless required by law.

During active subscription, VISHTECH may provide:

• Bug fixes & security patches
• Server monitoring
• Minor feature improvements
• Onboarding support
• Workflow troubleshooting

The following may be separately quoted:

• Custom modules & major workflow changes
• New reports & third-party integrations
• On-site or Zoom training
• Legacy data migration

VISHTECH targets high uptime and reliable service availability. However, service may be affected by:

• Planned maintenance
• Cloud provider outages
• ISP failures
• Cyber incidents or force majeure
• Third-party API failures

VISHTECH implements reasonable technical and organizational safeguards, including:

• Encrypted data transmission (TLS)
• Role-based access control
• Activity logging & session timeout
• Encrypted backups
• Firewall and infrastructure monitoring
• Optional 2FA

The Client remains responsible for internal user access management and password hygiene.

Zento may integrate with:

• Payment gateways
• WhatsApp APIs
• SMS gateways
• Email gateways
• Biometric attendance devices
• Accounting tools
• Cloud storage

Zento is a proprietary software product developed, owned, and maintained by VISHTECH MX SDN. BHD.

All rights, title, and interest in:

• Software source code & workflows
• UI/UX & reports and dashboards
• Database schema
• Automation engines
• Deployment methods
• Documentation

To the fullest extent permitted by law:

• VISHTECH shall not be liable for indirect, incidental, or consequential loss
• This includes loss of profits, payroll misprocessing impact, tax filing errors, business interruption, or reputational damage
• Total liability shall not exceed the fees paid by the Client in the preceding 3 months

Either party may terminate:

• Upon subscription expiry
• For material breach or non-payment
• For unlawful use
• By written notice under agreed commercial terms

• Access may be disabled immediately
• Client may request data export within30 days
• Data retention and deletion shall follow the Privacy Policy

Where Zento includes custom-built modules:

• Scope follows approved proposal, BRD, UAT, or quotation
• Change requests may affect timeline and fees
• Ownership remains with VISHTECH unless expressly transferred in writing
• Client receives usage rights for deployed modules

This Agreement shall be governed by the laws of Malaysia.

Disputes shall first be resolved through good-faith discussion. If unresolved, disputes shall be subject to the courts of Melaka, Malaysia.

VISHTECH may update these Terms from time to time. Material updates may be communicated via:

• Email or dashboard notice
• Renewal notices
• Proposal or quotation updates