Terms of Service

Effective Date: 1 May 2026

These Terms of Service ("Terms") constitute a legally binding commercial agreement between you (the "Merchant," "Tenant," or "User") and Kira Labs Sdn Bhd (1679437-P), a company registered under the laws of Malaysia ("Kira," "we," "us," or "our").

By registering for an account, accessing the Kira Web Dashboard, utilizing the KiraPOS applications, or using any associated services (collectively, the "Service"), you unequivocally agree to be bound by these Terms.

1. Provision of Service and Jurisdictional Bar

• 1.1 Enterprise Eligibility: The Service is strictly intended for B2B (Business-to-Business) commercial use. By registering, you warrant that you are a validly registered business entity capable of forming a binding contract under Malaysian law.
• 1.2 Account Security: You are solely responsible for maintaining the confidentiality of your cryptographic access credentials and administrative accounts. Kira shall not be liable for any financial or data loss arising from compromised credentials.
• 1.3 Explicit CPA Waiver & Jurisdictional Bar: The Merchant executes an irrevocable statutory declaration that the Service is acquired wholly and exclusively for commercial or trade purposes. The provisions of the Consumer Protection Act 1999 are expressly excluded. Should the Merchant fraudulently invoke consumer jurisdiction or file a claim with the Tribunal for Consumer Claims Malaysia (TTPM), the Merchant shall fully indemnify Kira, on a solicitor-client basis, for all legal costs incurred in dismissing the vexatious claim.

2. Infrastructure Quotas and System Integrity

• 2.1 Storage Quota Exhaustion: The Merchant acknowledges that their subscription tier imposes strict physical limits on database storage and backend infrastructure resources.
• 2.2 Operational Lockout: Upon reaching 100% of the allocated storage quota, Kira reserves the right to immediately suspend regular point-of-sale operations.
• 2.3 Exigent Threat & Immediate Hard Eviction: Notwithstanding any 60-day data export grace periods guaranteed in the Privacy Policy, should a Merchant deploy automated scripts, API flooding, or abnormal computational loads that jeopardize Kira’s multi-tenant architecture ("Exigent Threat"), Kira reserves the absolute, unilateral right to execute an immediate, unnotified Hard Eviction. This instantly terminates the workspace and irrevocably purges all associated data. Under such systemic threats, the Merchant completely forfeits the 60-day export window and waives all claims for data loss.

3. Statutory Tax Compliance & LHDN E-Invoicing

• 3.1 Software Conduit Status: Kira provides software tools designed to facilitate the generation and transmission of electronic invoices to the Lembaga Hasil Dalam Negeri (LHDN) MyInvois system via statutory electronic schemas. Kira is a data conduit provider, not a certified tax agent or fiduciary.
• 3.2 Emergency Compliance Passthrough: In the event of a System Lockout due to Storage Quota Exhaustion, Kira may, at its sole discretion, activate an "Emergency Compliance Passthrough." This passthrough is a highly volatile, unmonitored automated failsafe provided strictly on an "as-is" and "as-available" basis. Kira explicitly disclaims any obligations of "best efforts," "reasonable endeavours," or implied guarantees of successful transmission. Kira assumes absolutely zero statutory or tortious liability, nor constructive bailment, for dropped payloads, queue corruption, or LHDN API timeouts occurring during this fallback.
• 3.3 Merchant Indemnity for Tax Fines: The Merchant assumes absolute statutory responsibility for meeting all LHDN e-Invoice mandates. Kira categorically excludes all liability for statutory fines, tax penalties, or audit triggers resulting from delayed transmissions, infrastructure lockouts, or schema rejections.
• 3.4 Statutory Subpoena Cost-Shifting: Should Kira be served with a binding legal subpoena, production order, or compulsory audit directive (including but not limited to Section 81 notices by LHDN, RMCD, or MACC) compelling the extraction, testimony, or production of the Merchant’s database or e-Invoicing logs, the Merchant unconditionally agrees to bear absolute financial responsibility for Kira's compliance. The Merchant shall reimburse Kira for all engineering data-extraction hours billed at prevailing enterprise rates, alongside any external legal counsel fees, payable within seven (7) days of invoicing.

4. Hardware Integrations and BYOD Ecosystem

• 4.1 Payment Gateways: The Service integrates with third-party payment processors. Kira acts solely as a technological bridge and does not hold, escrow, or process actual fiat funds.
• 4.2 Third-Party Disputes: All matters relating to merchant discount rates (MDR), delayed settlements, or frozen funds are governed exclusively by the Merchant's direct agreement with the payment processor.
• 4.3 BYOD Ecosystem Obsolescence: Kira explicitly disclaims any obligation of backward compatibility with legacy hardware or deprecated operating systems. Kira reserves the absolute, unilateral right to deprecate support for older iOS, Android, or web browser environments without prior notice to maintain application security and statutory LHDN API standards. The Merchant bears the sole operational and financial burden to continuously modernize their BYOD hardware. Kira categorically disclaims all liability for business interruption, operational lockouts, or hardware "bricking" arising from the Merchant's ecosystem obsolescence.

5. Fees, Subscriptions, and Chargeback Policy

• 5.1 Subscription Fees: All fees, one-time onboarding charges, and consumable add-ons are billed in advance and are strictly non-refundable, except where mandated by law.
• 5.2 Termination for Non-Payment: Failure to settle outstanding invoices grants Kira the unreserved right to suspend access to the Service.
• 5.3 Repudiatory Breach & IP License Revocation: Access to the Service and localized KiraPOS applications is a conditional intellectual property license strictly contingent upon valid, un-repudiated financial consideration. The Merchant acknowledges that a payment chargeback constitutes an intentional Repudiatory Breach and total failure of consideration under Section 40 of the Contracts Act 1950. Upon webhook detection of a dispute, Kira shall execute an immediate "Total IP Blackout," instantaneously revoking all software access, expressly including offline localized POS functionality. The Merchant is granted a strict 72-hour "Cure Period" to formally withdraw the chargeback. If unresolved, the IP license is permanently terminated. To preclude statutory spoliation, the Merchant's tax ledgers will bypass immediate deletion and be placed in an inaccessible "Cryptographic Quarantine" for 60 days, recoverable strictly upon dispute reversal and payment of a RM 500 administrative un-archiving fee. The Merchant unequivocally waives any claims for business interruption arising from this lawful IP revocation.

6. Intellectual Property & User Content

• 6.1 Kira Ownership: All rights, architecture, and intellectual property in the Service belong exclusively to Kira.
• 6.2 User Content IP Indemnity: The Merchant retains all liability for digital assets uploaded to the Service and explicitly indemnifies Kira against any third-party claims arising from copyright or trademark infringement.

7. Limitation of Liability & Force Majeure

• 7.1 "As-Is" Provision: The Service is provided on an "as-is" and "as-available" basis. We disclaim all implied warranties of merchantability and fitness for a particular purpose.
• 7.2 Financial Cap: In any event of software failure legally attributable to Kira, our total cumulative liability for any direct damages shall be strictly limited to the total subscription fees actually paid by the Merchant to Kira during the three (3) months immediately preceding the event.
• 7.3 Specific Force Majeure: Kira shall be completely exempt from liability for performance failures caused by events beyond reasonable control, expressly including: nationwide telecommunication outages, catastrophic third-party cloud infrastructure failures, and unannounced downtimes imposed by the LHDN government portal.

8. Strategic Compliance & Dispute Resolution

• 8.1 Anti-Corruption & MACC Compliance: The Merchant warrants strict compliance with the Malaysian Anti-Corruption Commission Act 2009. The Service shall not be used to facilitate bribery or phantom invoicing. Kira reserves the absolute right to instantly terminate this Agreement upon reasonable suspicion of Section 17A violations.
• 8.2 Representative Action Waiver: To the fullest extent permitted by Malaysian law, any dispute resolution or litigation shall be conducted strictly on an individual basis and not as a plaintiff or class member in any purported representative or consolidated legal action.
• 8.3 App Store Compliance: If accessed via an application store, Apple Inc. and Google LLC bear no obligation to furnish maintenance or support and are express third-party beneficiaries authorized to enforce these Terms.
• 8.4 Governing Law: These Terms shall be governed by the laws of Malaysia.
• 8.5 Unilateral Assignment & Corporate Novation: The Merchant may not assign or delegate any rights under these Terms without Kira’s express written consent. Conversely, Kira reserves the absolute, unreserved right to unilaterally assign, transfer, or novate this Agreement in its entirety, expressly including all PDPA data processing obligations, liabilities, and intellectual property licenses, to any acquiring entity, parent company, or successor-in-interest pursuant to a merger, acquisition, or corporate restructuring, without requiring the prior consent of, or notice to, the Merchant.

Contact Information: legal@getkira.io