General Terms and Conditions for Service
Please read the following terms of service before submitting your order to sena.ng (“Senang”). These terms of service along with all rules and policies relating to services as stated on senang website, including senang privacy policy, (collectively, the “agreement”) will provide you with information about what you can expect from senang services and forms a legal agreement between us. Your use of senang services constitutes your acceptance of this agreement.
1. Agreement
Offers by SENANG shall be understood to be non-binding. An Agreement becomes effective only subject to SENANG confirmation of a Client's acceptance of an Offer. Senang starting to provide the Service shall be considered as a confirmation.
Offers which are not accepted become invalid after the expiration of thirty days from the date they were made and/or published on the Website, unless otherwise indicated in the Offer or in the Agreement.
The Client shall provide accurate and complete information to SENANG, including with respect to the Images and the Client specifications for the Materials upon which information SENANG bases its Offer and the details for creation of the Client's Account. If the aforementioned information proves to be inaccurate or incomplete, SENANG will have the right to amend its Offer or to terminate the Agreement.
Amendments or additions to the agreed Service at the request of the Client may only take place with the written consent of SENANG. SENANG is not obligated to implement an amendment or addition and may require a separate written agreement to be concluded in respect thereof.
If SENANG is not able to provide the Service due to the Client's failure to comply with the conditions for the provision of the Service by SENANG set forth in clause 1.5 of these Terms and Conditions, SENANG will notify the Client. SENANG cannot be held liable for failure to provide the Service in those circumstances.
If there are amendments or additions which result in a change to the scope of the agreed Service, for example through additional work, the extra activities arising therefrom will be paid for in accordance with the then-current rates of SENANG, unless otherwise agreed to in writing. As far as a fixed price has been agreed for the Service, SENANG will inform the Client about the additional charges of the extra activities as referred to in this article.
The Client acknowledges and agrees that SENANG, notwithstanding clause Of the Terms and Conditions, will be permitted to engage its Service Network for the provision of the Service, subject to the terms and conditions of the Agreement.
2. Services
2.1 For best results, please submit images that meet SENANG guidelines for resolution and file format. SENANG works diligently to make sure the edited images it returns to You are the quality our customers have come to expect from SENANG.
2.2 SENANG will provide the Service on the basis of a reasonable endeavor`s obligation
2.3 SENANG will, subject to the Agreement, use its reasonable endeavors to provide the Service to the Client within the agreed time frame either:
2.3.1After the Client's acceptance of the Offer made by SENANG following a successful submittal of the Images by the Client and SENANG assessment of those Images
2.3.2After successful submittal of the Images by the Client
2.4 Notwithstanding clause 2.3 of the Terms and Conditions, the Client understands and accepts that the turnaround time depends on several circumstances, such as the number of Images provided by the Client, the quality of the Images and any additional information provided by the Client. If, despite the reasonable endeavors of SENANG, SENANG fails to provide the Materials in accordance with clause 2.3 of these Terms and Conditions, SENANG will endeavor, as an exclusive remedy to the Client, to provide the Materials within the revised agreed time frame.
2.5 All delivery dates in relation to the Service issued by SENANG are estimates only. The Client may not suspend its payment obligation if the anticipated time of delivery is exceeded by SENANG. The Client accepts that additions or amendments demanded to the agreed Service by the Client may influence the turnaround time and the reciprocal responsibilities of SENANG and the Client. The fact that additional work arises during the provision of the Service as a result of the Client demanding such additional work will not entitle the Client to cancel or terminate the Agreement.
2.6 The Materials as provided by SENANG shall be deemed to be in conformity with the Agreement if the Materials substantially meet the specifications in the accepted Offer or the specifications described in the Agreement. If the Materials do not substantially meet the applicable specifications, the Client is, as an exclusive remedy and subject to clauses 2.7 and 2.8 of the Terms and Conditions, entitled to request SENANG to re-execute the relevant Service at no additional costs by rejecting the relevant Material. The Client understands and accepts, however, that the quality of the delivered Materials depends on, among other things, the quality of the Images provided by the Client. SENANG is therefore free to decide whether re-executing of the Service will result in Materials of a higher level of conformity. If, at SENANG sole discretion, the level of conformity of the delivered Materials cannot be improved, SENANG shall not be obligated to re-execute the Service and the Client shall pay the fee for the Material in the form initially provided.
2.7 The Client's right to request SENANG to re-execute the Service will lapse after 7 days following notification by SENANG of delivery of the Materials. Upon the Client's download or any other use of the Materials or lapse of the 7 days' period, the Materials will be deemed to have been accepted and to be in conformity with the Agreement.
2.8 SENANG shall be entitled to charge an additional fee to the Client if re-executing the Service requires SENANG to make additions to or to amend the agreed Service in order to achieve a higher level of conformity of the Material.
3. Access to the Service
3.1 In order to create an Account and to use the Service, the Client is required to submit its contact details via the Website, after which submission an Account is created on behalf of the Client. After accessing its Account with its Login Details, the Client will be able to submit Images and to retrieve Materials. For making payments to SENANG, the Client will be redirected to the payment service provider of SENANG or, if so agreed, SENANG shall send an invoice.
3.2 After the Service has been rendered, the Materials will be made available through the Account of the Client. An e-mail will be sent to the Client upon delivery of these Materials. SENANG does not accept any liability concerning the correct reception of this notification e-mail and SENANG therefore advises the Client to regularly check its Account in order to retrieve the Materials. The Service shall be deemed to have been completed by SENANG at the moment the Materials are made available in the User's Account.
3.3 The Client shall be responsible at all times for all the use made of the Service and, if applicable, the SENANG Systems and Software with the Login Details, including use by third parties, whether authorized or unauthorized. As soon as the Client knows or has reason to suspect that Login Details have come into the hands of an unauthorized party, the Client must promptly notify SENANG thereof, without prejudice to the Client's own obligation to take effective measures, including but not limited to, where applicable, changing the Login Details.
3.4 The Client accepts that the Website and, if applicable, the SENANG Systems and Software only contain the functionalities and information that are present at the moment of use ("as is" basis). SENANG shall in no way whatsoever be liable to the Client for any damage arising out of or resulting from the Client's Account or the Website being (temporarily) unavailable or for failures or outages.
The Client shall solely be responsible for the purchase and/or the proper operation of the infrastructure necessary to properly use the Service and the Website. SENANG shall not be liable for damage or costs on account of transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet.
4. User Content
4.1 Intellectual property of user, You retain all rights in images and other content that you upload to the Services, other than feedback (as defined below), including messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code, or other items or materials (“user content”).
4.2 License, you hereby grant SENANG a non-exclusive, revocable license to use, store, display, reproduce, re-post, modify, create derivative works of (including through aggregation), perform the user content, solely in the course of providing the Services and for its internal business purposes.
4.3 Acceptable use, you will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Services any of the following without the express prior written consent of SENANG:
4.3.1User content that is unlawful, libelous, defamatory, obscene, pornographic, exploitive of children, or invasive of privacy or publicity right
4.3.2User content that is false, misleading or deceptive, including to content that appears confusingly similar to any other product or application or misrepresents or falsely implies an association with another company
4.3.3User content that would constitute, encourage, or provide instructions for a criminal offense, or violate any law or regulation
4.3.4User content that, in SENANG reasonable judgment, may expose SENANG or others to harm or liability
4.3.5User content that contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships
4.3.6User content that may infringe the patent, trademark, trade secret, copyright, intellectual property, privacy, or other proprietary right of any party
4.3.7Private information of any third parties, including addresses, phone numbers, and payment card information
4.3.8User content that includes viruses, corrupted data, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or other harmful, disruptive, or destructive files
4.4 Rights and obligations, SENANG reserves the right, but does not have the obligation, to monitor user content and to block access to any user content that violates these Terms or that SENANG finds otherwise objectionable. You are solely responsible for creating backup copies of and replacing user content at your sole cost and expense. If you remove any user content from the Services, SENANG may retain user content for a commercially reasonable period of time for backup, archival, or audit purposes.
5. Metadata & Analytics
SENANG uses proprietary software to analyze images it processes. Whenever SENANG processes an image for you, it observes, collects, and analyzes the metadata of the image. SENANG may use this metadata it collects to learn more about the images it processes and help improve the Services. SENANG also collects analytics data about images it caches and processes. For example, SENANG may track how often images are accessed, performance data, and other such technical information. SENANG reserves all rights in and to any metadata and analytics it collects in the course of providing the Services.
6. Third-Party Content
SENANG may display content from third parties through the Services or may provide information about or links to third-party products or services. Your interactions with any such third-parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. SENANG is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services.
7. Trademarks
SENANG name, SENANG trademarks, SENANG logos, and any other SENANG product, service name, or slogan included in the Services are the property of SENANG and may not be copied, imitated, or used (in whole or in part) without SENANG's prior written consent. The look and feel of the Services, including all custom graphics, button icons, and scripts, constitute service marks, trademarks, or trade dress of SENANG and may not be copied, imitated, or used (in whole or in part) without SENANG's prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services ("Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of such Third-Party Trademarks is intended to denote interoperability and does not constitute an affiliation by SENANG and its licensors with such a company or an endorsement or approval by such a company of SENANG or its licensors or their respective products or services.
8. Copyright Policy
Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, SENANG has adopted a policy of terminating users who are deemed to be repeat infringers, at SENANG's discretion. SENANG may also, at its discretion, limit access to the Services and terminate access of any users who infringe upon the intellectual property rights of others, regardless of whether there is any repeat infringement.
9. Privacy
9.1 When visiting the Website, creating an Account and making use of the Service, the Client will provide Personal Data to SENANG.
9.2 When dealing with Personal Data of the Client, SENANG shall:
9.2.1only use the data needed to provide the Service and, if applicable, to enable the processing of payments
9.2.2not share Personal Data of the Client with any third party without the Client's consent except where SENANG is required to do so by law
9.3 To the extent that the Images would be considered Personal Data, SENANG, while rendering the Service, acts as the processor of such Personal Data and shall only use the Images for the purpose for which they were provided by the Client.
10. Changes to Services
SENANG may review, improve, change, or discontinue (temporarily or permanently) the Services or any features, information, materials, or content on the Services. If SENANG makes a material change to the Services, SENANG will notify you in advance, via email or through other communications channels, and give you the opportunity to terminate your use of the Services.
11. Suspension or Termination
SENANG may suspend or terminate your license to access or use the Services either immediately upon your breach of these Terms or for convenience with 30 days advance notice. You can terminate your account with SENANG by notifying there concerned by email and after clearing of any unpaid dues. You will no longer be able to access or use the Services following your termination or suspension. SENANG will use commercially reasonable efforts to remove your user content from the Services within 30 days of termination. You acknowledge that user content may be stored in a cache. SENANG reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination. SENANG may recover its reasonable attorneys` fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Services is suspended and after it is terminated. Except for the license granted to you to access and use the Services, all of the terms, conditions, and restrictions set forth in these Terms will survive termination of these Terms.
12. Disclaimers
12.1 Risks, your use of the service is at your sole risk. the service is provided on an “as is” and “as available” basis. SENANG disclaims all warranties and representations (express or implied, oral or written) with respect to these terms, the service, the SENANG material, and third party trademarks, whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise, including any warranties of merchantability, fitness for any purpose, non-infringement and condition of title.
12.2 Warranties, to the fullest extent permitted by applicable law, SENANG does not warrant, and disclaims all liability for (a) the completeness, accuracy, availability, timeliness, security or reliability of the service or any SENANG material; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the service, any SENANG material, or any user content; (c) the deletion of, or the failure to store or to transmit, any user content and other communications maintained by the service; and (d) whether the service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from SENANG or through the service, will create any warranty not expressly made in these terms.
13. Representations, Covenants and Indemnities
13.1 The Client represents, warrants and covenants that:
13.1.1it is fully entitled to upload the Images and that it has obtained any necessary consents with respect to any individual's data protection and the protection of privacy
13.1.2the Images are correct, complete, unencumbered and not limited or restricted by, and do not infringe upon, any third-parties' rights, including IP Rights, and the use of the Images by SENANG is not in any other way unlawful in respect of third parties
13.1.3it will keep secure all Login details and any passwords, codes and related instructions provided by SENANG or used in relation with the Service
13.1.4it will never submit Images that
13.1.4.1are in any way discriminating, offensive and/or obscene
13.1.4.2contain violent or unlawful content
13.1.4.3harm the interests and reputation of SENANG
13.1.5it will not intentionally use or enable or demand any third party to use or enable viruses, Trojan horses, worms, bots, or other software which may cause damage to the Service or the Website or any other technical aid which may render them inaccessible or which are intended to circumvent technical protective measures
13.1.6it will not carry out activities which may impede the functionality of the Service
13.1.7it will not use applications that monitor the Service or that copy parts of it
13.2 The Client shall indemnify, defend and hold SENANG harmless from and against any and all damages, losses, liabilities, claims and costs and expenses (including reasonable attorney's fees and expenses) (jointly "Losses") incurred by SENANG as a result of:
13.2.1any claims, demands, awards, judgments, actions and proceedings made by any third party against SENANG, arising out of or in any way connected with an alleged breach by the Client of its obligations under the Agreement, including the representations and warranties specified in clauses 17.1.1 and 17.1.2
13.2.2any and all costs and damages which SENANG may incur as a result of the Client's breach of the representations and warranties contained in clauses 17.1.3, 17.1.4, 17.1.5, 17.1.6 and 17.1.7 or the Client's other unauthorized use of the SENANG Service.
13.3 SENANG represents, warrants and covenants that:
13.3.1it will not intentionally include or build in or have included or built in the Material any i) viruses, Trojan horses, worms, bots or other harmful software or ii) any commercial solicitation, chain letters, mass mailings, or any form of "spam"
13.3.2it will impose on the members of its Service Network:
13.3.2.1the obligation with respect to IP Rights as per clause 4 of these Terms and Conditions
13.3.2.2the confidentiality obligation as per clause 19.2 of these Terms and Conditions
13.4 SENANG makes no representations or warranties of any kind whatsoever, express or implied, in connection with these terms and conditions, the website or the account, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose, other than set forth herein.
13.5 SENANG will indemnify, defend and hold the Client harmless from and against any and all Losses incurred by the Client as a result of:
13.5.1any third-party claim which is made against the Client in connection with a breach by SENANG of the representations and warranties contained in clause 17.3 of these Terms and Conditions
13.5.2the Client having had to initiate legal proceedings in order to obtain the IPR5 of any Materials from any member of SENANG Service Network
13.6 The indemnity obligations of both Parties under these Terms and Conditions are subject to the indemnified Party as soon as possible notifying the indemnifying Party of any such claims or proceedings.
14. Limitation of Liability
In no event will SENANG, its licensors or subcontractors be liable to you for any special, incidental, consequential, indirect, punitive or exemplary damages of any kind, including but not limited to any lost profits, revenue, savings, business, data or goodwill, however used, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise on any theory of liability, whether or not SENANG or a licensor or subcontractor of SENANG was advised of the possibility of such loss or damages. notwithstanding any other provisions of this agreement, SENANG and its licensors and subcontractors` total liability to you arising from or in relation to this agreement or SENANG or its subcontractors` performance of the services shall be limited to the total payments to SENANG for the services performed on the relevant image. in no event will SENANG or its licensors or subcontractors be liable for the cost of procurement of substitute goods or services. the foregoing limitations shall not apply to damages arising from death or personal injury to persons or tangible property in any jurisdiction where such limitation is prohibited by applicable law. some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so such exclusions may not apply to you.
15. Force Majeure
15.1 SENANG shall not be liable for any delay or failure to perform its obligations under the Agreement if that delay or failure arises directly or indirectly through force majeure, which is deemed to include an act of God or (without limitation), war or other civil disturbance, decisions of any civil authority, fires, flood, strikes or any other circumstances that can reasonably be deemed beyond the control of SENANG.
15.2 If SENANG cannot perform its obligations under the Agreement as a result of force majeure for a period of more than sixty days, the Client shall have the right to terminate the Agreement with immediate effect without SENANG limiting its other rights or remedies or incurring any liability towards the Client in respect of such termination.
16. Force Majeure
16.1 Completeness, these Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with SENANG for the Services or for any other SENANG product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with SENANG , the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
16.2 Beneficiaries, nothing in these Terms creates or can be construed to create an employer/employee, joint venture, or partnership relationship between you and SENANG . Except as otherwise expressly elsewhere in these Terms, there will be no third-party beneficiaries to these Terms.
16.3 Severability, if any provision of these Terms and Conditions is void or voidable or is or becomes entirely or partly invalid for any other reason, the other provisions of these Terms and Conditions will remain in full force and effect. Bright River will replace the invalid provision with a provision that is valid and of which the legal consequences, having regard to the content and purpose of these Terms and Conditions, corresponds as much as possible with those of the invalid provision.
16.4 Waiver, the failure of Parties to enforce the provisions of these Terms and Conditions and the Agreement at any time, or the failure to require at any time the performance by the other Party of any of the provisions of these Terms and Conditions or the Agreement, shall in no way be construed to be a present or future waiver of such provision nor in any way affect the validity of either Party to enforce each and every such provision.
16.5 Assignment, neither Party is entitled to transfer rights and obligations arising from these Terms and Conditions and/or the Agreement to third parties, except as set forth in clause 1.8.
16.6 Validity, SENANG failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect.
16.7 Liability, SENANG will not be liable for any loss or damage arising from any event beyond SENANG reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. Headings of sections are for convenience only and will not be used to limit or construe such sections. As used in these Terms, “including” means “including (without limitation).” You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from SENANG. SENANG may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
16.8 Survival, the provisions of clauses 8, (SENANG Material), 13, (Privacy) and 22, (Confidentiality) of these Terms and Conditions shall survive termination of the Agreement for whatever reason, and, in addition, the obligations of the Parties under the Agreement that by their nature continue beyond the expiration of the Agreement, shall survive any termination or cancellation of the Agreement.
16.9 Counterparts, the Agreement may be executed in any number of counterparts, all of which taken together (when at least each Party has executed one) shall constitute one and the same Agreement.
17. Confidentiality
17.1 Parties shall maintain all information they receive from or about each other strictly confidential, including information concerning Images and Materials. Information will in any case be regarded to be confidential, if one of the parties indicates in writing that it is confidential.
17.2 Parties will impose this obligation of confidentiality also on their employees and third parties hired for the performance of their obligations hereunder, in particular SENANG shall impose the confidentiality obligation of clause 22.1 of these Terms and Conditions on the members of its Service Network.
17.3 A Party shall not be required to maintain confidentiality with respect to any information that i) was already in the possession of such Party on a non-confidential basis ii) has lawfully come into the possession of such a Party on a non-confidential basis or iii) is legally required to be disclosed to a judicial or administrative authority.
18. Governing Law
The federal courts located in Selangor, Malaysia will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration, and you and SENANG hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of Malaysia without resort to its conflict of law provisions.
19. Questions
If you have any questions regarding the use of the Services, please email us at [email protected]