1. Introduction & Acceptance

Welcome to Cibus. These Terms & Conditions ("Agreement" or "Terms") constitute a legally binding agreement between NSD Multi Resources Sdn. Bhd. (Company Registration No. 1192582-T), a company incorporated under the laws of Malaysia and the registered owner and operator of the Cibus restaurant management platform ("Cibus", "we", "us", or "our"), and you ("Merchant", "Customer", or "you").

By registering for, accessing, or using any Cibus product, platform, or service — including but not limited to our Point of Sale (POS) software, payment processing services, mobile ordering platform, Kitchen Display System, and associated hardware ("Services") — you represent that you have read, understood, and agree to be bound by these Terms.

These Terms are governed by and construed in accordance with the Contracts Act 1950 (Act 136), the Consumer Protection Act 1999 (Act 599), the Electronic Commerce Act 2006 (Act 658), and other applicable laws of Malaysia.

2. Definitions

For the purpose of these Terms, the following definitions apply:

• "Cibus Platform" — The proprietary cloud-based restaurant management software, mobile applications, web interfaces, APIs, and all related technology operated by Cibus.
• "Merchant" or "Customer" — Any individual, sole proprietor, partnership, or company that has registered for or purchased any Cibus Service for business purposes.
• "End Customer" or "Guest" — A diner or individual who places orders, makes payments, or otherwise interacts with the Cibus Platform through a Merchant's establishment.
• "Services" — All software, hardware, payment processing, support, and professional services provided by Cibus, whether on a subscription basis or as a one-time purchase.
• "Subscription" — A recurring payment plan that grants the Merchant access to the Cibus Platform and specified features for a defined billing period.
• "Merchant Data" — All data, information, and content uploaded, entered, or transmitted by or on behalf of the Merchant through the Cibus Platform.
• "Transaction" — Any financial transaction, including sales, refunds, voids, or chargebacks, processed through the Cibus payment processing service.
• "Fees" — All charges payable by the Merchant to Cibus, including subscription fees, transaction fees, setup fees, and any other agreed charges.
• "Confidential Information" — Any non-public information disclosed by either party that is designated as confidential or that reasonably should be considered confidential given the nature of the information.
• "Business Day" — Any day from Monday to Friday, excluding Malaysian public holidays.

3. Description of Services

Cibus provides an integrated, AI-powered restaurant management platform designed for food and beverage businesses in Malaysia. Our Services include:

Cibus reserves the right to modify, add, or discontinue any feature or component of the Services with reasonable notice to Merchants. Material changes affecting functionality will be communicated at least 30 days in advance.

4. Account Registration & Security

To access the Cibus Platform, you must register for a Merchant account by providing accurate, complete, and up-to-date information. You represent and warrant that:

• All registration information you provide is truthful, accurate, and current.
• You have the legal authority to enter into this Agreement on behalf of your business.
• Your business is lawfully operating in Malaysia and holds all required licences and permits for the food and beverage industry.
• You will maintain the confidentiality of your account credentials and are solely responsible for all activities that occur under your account.
• You will notify Cibus immediately upon becoming aware of any unauthorised access to or use of your account.

5. Subscription, Fees & Payment

Access to the Cibus Platform is subject to payment of applicable Fees as set out in your selected subscription plan or as agreed in a separate Order Form or Service Agreement.

5.1 Billing & Payment Terms

• All Fees are quoted and payable in Malaysian Ringgit (MYR).
• Subscription fees are billed in advance, either monthly or annually depending on your selected plan.
• Payment is due on the billing date. Cibus accepts major credit/debit cards, FPX online banking, and approved e-wallets.
• All prices are exclusive of Goods and Services Tax (SST/GST) or any applicable taxes unless expressly stated otherwise. Any applicable taxes will be added to your invoice as required by Malaysian law.
• Transaction fees for payment processing are charged as a percentage of the transaction value and are detailed in your Merchant Agreement or pricing page.

5.2 Late Payment & Suspension

• If payment is not received within 7 days of the due date, Cibus reserves the right to suspend access to the platform.
• Accounts suspended for non-payment may be subject to a reactivation fee.
• Cibus reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Price Changes

Cibus may revise subscription fees at any time with a minimum of 30 days' written notice to the Merchant. Continued use of the Services after the effective date of a price change constitutes acceptance of the new fees.

6. Acceptable Use Policy

You agree to use the Cibus Platform only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services to facilitate any illegal, fraudulent, or deceptive activity.
• Process payments for goods or services that are illegal under Malaysian law or prohibited by our payment processing partners.
• Attempt to gain unauthorised access to any part of the Cibus Platform or its underlying infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Cibus Platform.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
• Use automated scripts, bots, or other tools to scrape, crawl, or extract data from the Cibus Platform without prior written consent.
• Transmit any malware, viruses, or other malicious code through the platform.
• Share your account credentials with unauthorised third parties.
• Violate any applicable Malaysian or international laws and regulations in connection with your use of the Services.

Cibus reserves the right to investigate any suspected violation of this Acceptable Use Policy and to suspend or terminate accounts in breach of these provisions without prior notice.

7. Merchant Obligations

In addition to complying with these Terms, Merchants are responsible for the following:

• Business Licences: Maintaining all necessary business licences, permits, and approvals required to operate a food and beverage establishment in Malaysia, including but not limited to licences from local councils, the Ministry of Health Malaysia, and JAKIM (where applicable for halal certification).
• Tax Compliance: Fulfilling all tax obligations under Malaysian law, including registration for Sales and Services Tax (SST) where applicable, and accurate reporting of transactions processed through the Cibus Platform.
• Staff Training: Ensuring that all staff who use the Cibus Platform are adequately trained and authorised to do so.
• Data Accuracy: Maintaining accurate and up-to-date menu, pricing, and business information within the platform.
• Customer Relations: Being solely responsible for all aspects of your customer relationships, including handling customer complaints, disputes, and refund requests arising from your restaurant operations.
• Equipment Care: Properly maintaining any Cibus hardware and ensuring it is used in accordance with the manufacturer's guidelines and Cibus's instructions.

8. Payment Processing

Cibus facilitates payment processing for Merchants through payment gateway services integrated within the platform. All payment processing services are subject to approval by Cibus and our payment processing partners.

8.1 Payment Processing Terms

• Payment processing is facilitated through licensed payment service providers regulated under Bank Negara Malaysia (BNM) and subject to applicable BNM guidelines.
• Transaction settlement periods vary by payment method (typically T+1 to T+3 business days) and are subject to the terms of the relevant payment network or e-wallet provider.
• Cibus reserves the right to hold, delay, or withhold settlement of funds in cases of suspected fraud, chargebacks, or compliance concerns.
• Merchants must not use Cibus payment processing for industries or transaction types that are restricted or prohibited by our payment partners or under Malaysian law.

8.2 Chargebacks & Disputes

• Merchants are responsible for managing and resolving chargeback disputes raised by their customers.
• Cibus will provide reasonable assistance in responding to chargebacks but does not guarantee outcomes.
• Merchants with excessive chargeback rates (as determined by payment network rules) may have their payment processing privileges suspended or terminated.
• Chargeback-related fees charged by payment networks or acquiring banks will be passed on to the Merchant.

9. Intellectual Property

9.1 Cibus Intellectual Property

The Cibus Platform, including all software, algorithms, AI models, user interfaces, designs, logos, trademarks, and content, is the exclusive intellectual property of NSD Multi Resources Sdn. Bhd. (1192582-T), the registered owner and operator of the Cibus brand, and is protected under Malaysian and international intellectual property laws, including the Copyright Act 1987 (Act 332) and the Trade Marks Act 2019 (Act 815).

Cibus grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Cibus Platform solely for your business operations in accordance with these Terms. This licence does not include the right to sublicense, modify, reproduce, or distribute any part of the Cibus Platform.

9.2 Merchant Data

You retain ownership of all Merchant Data you input into the Cibus Platform. By using the Services, you grant Cibus a limited, non-exclusive licence to process, store, and use your Merchant Data solely to provide and improve the Services, in accordance with our Privacy Policy.

Cibus may use anonymised and aggregated data derived from your use of the platform for product improvement, analytics, and research purposes, provided that such data cannot be used to identify you or your business.

10. Data Privacy & Protection

Cibus is committed to protecting the privacy and security of personal data in compliance with the Personal Data Protection Act 2010 (Act 709) ("PDPA") of Malaysia.

• Cibus will only collect, process, and store personal data to the extent necessary to provide the Services and as described in our Privacy Policy.
• Merchants who process End Customer personal data through the Cibus Platform are themselves data controllers under the PDPA and are responsible for obtaining the necessary consents from their customers and complying with all applicable PDPA obligations.
• Cibus implements industry-standard security measures, including encryption at rest and in transit, access controls, and regular security assessments, to protect Merchant and End Customer data.
• In the event of a personal data breach affecting Merchant data, Cibus will notify affected Merchants within 72 hours of becoming aware of the breach, as required by applicable regulations.
• Merchants must not use the Cibus Platform to collect, store, or process personal data in a manner that would violate the PDPA or any applicable privacy laws.

11. Service Availability & Warranties

11.1 Service Level

Cibus endeavours to maintain a platform uptime of 99.5% measured monthly (excluding scheduled maintenance). Scheduled maintenance will be communicated at least 48 hours in advance and will be performed during off-peak hours wherever possible.

11.2 Disclaimer of Warranties

To the fullest extent permitted by Malaysian law, the Cibus Platform is provided on an "as is" and "as available" basis. Cibus makes no warranties, express or implied, including:

• That the Services will be uninterrupted, error-free, or free from viruses or other harmful components.
• That the Services will meet your specific business requirements beyond what is described in these Terms.
• The accuracy, completeness, or timeliness of any information or data generated by the platform's analytics or reporting features.

Nothing in this clause limits any statutory rights you have as a consumer under Malaysian law, including rights under the Consumer Protection Act 1999.

12. Limitation of Liability

To the maximum extent permitted by applicable Malaysian law, Cibus's total cumulative liability to you arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by you to Cibus in the 3 months immediately preceding the event giving rise to the claim.

In no event shall Cibus be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, business opportunities, or data.
• Business interruption losses arising from service downtime or outages outside of Cibus's reasonable control.
• Losses arising from third-party payment gateway failures, banking system outages, or telecommunications disruptions.
• Losses resulting from your failure to comply with these Terms or to implement reasonable security practices.

Nothing in these Terms excludes or limits Cibus's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Malaysian law.

13. Indemnification

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

• Your breach of any provision of these Terms.
• Your violation of any applicable Malaysian or international law or regulation.
• Your restaurant operations, products, or services offered to End Customers.
• Any claim by a third party arising from your use of the Cibus Platform in violation of these Terms.
• Any infringement of third-party intellectual property rights by content or data you upload to the platform.

14. Termination

14.1 Termination by Merchant

You may terminate your subscription at any time through your Merchant Dashboard or by contacting our support team. Termination takes effect at the end of the current billing cycle. Please refer to our Refund Policy for applicable refund terms.

14.2 Termination by Cibus

Cibus may suspend or terminate your account and access to the Services immediately and without prior notice if:

• You materially breach any provision of these Terms and fail to remedy the breach within 7 days of written notice from Cibus.
• You engage in fraudulent, illegal, or abusive activity through the platform.
• You fail to pay any outstanding Fees and do not rectify the payment within the notice period.
• You become insolvent, are placed under receivership, or commence bankruptcy proceedings.
• We are required to do so by applicable law or regulatory authority.

14.3 Effect of Termination

Upon termination, your licence to use the Cibus Platform ceases immediately. You may export your Merchant Data within 30 days of termination. After this period, Cibus may delete your data in accordance with our data retention policy. Outstanding Fees remain due and payable upon termination.

15. Governing Law & Dispute Resolution

15.1 Governing Law

These Terms and any disputes or claims arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Malaysia.

15.2 Dispute Resolution Process

16. General Provisions

16.1 Amendments

Cibus reserves the right to modify these Terms at any time. Material changes will be communicated to Merchants via email or platform notification at least 14 days before the effective date. Continued use of the Services following such notice constitutes acceptance of the revised Terms.

16.2 Entire Agreement

These Terms, together with our Privacy Policy, Refund Policy, and any applicable Order Form or Merchant Agreement, constitute the entire agreement between you and Cibus with respect to the Services and supersede all prior agreements, understandings, or representations.

16.3 Severability

If any provision of these Terms is found to be invalid or unenforceable under Malaysian law, that provision shall be deemed severed from these Terms and the remaining provisions shall continue in full force and effect.

16.4 Waiver

Failure by Cibus to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of Cibus to be effective.

16.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Cibus. Cibus may assign these Terms to any affiliated company or successor entity without your consent.

16.6 Force Majeure

Cibus shall not be liable for any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic or public health emergencies, power outages, telecommunications failures, or acts of third-party service providers.

17. Contact Information

For any questions, concerns, or notices relating to these Terms & Conditions, please contact us: