Rakanify Terms and Conditions

1About this Agreement

1. 1.1

   These Rakanify Terms and Conditions (the "Agreement") govern the use of Rakanify. They are an agreement between Zenara Jaya Sdn Bhd (formerly known as Glowyrich Sdn Bhd) (Company No. 202101036810 (1437110-X)), of Lot 1180, Ground Floor, Jalan Krokop 2, 98000 Miri, Sarawak ("Zenara Jaya", "we", "us") and the agency named in the Application ("Agency", "you").

2. 1.2

   The Agreement is made up of, in this order of priority if they conflict:

   1. (a) Schedule 3 (Data Processing Terms), on any matter about personal data;
   2. (b) the other Schedules;
   3. (c) these main terms;
   4. (d) the Privacy Notice, which describes how we handle personal data as a controller.
3. 1.3

   Deal Terms accepted in the app form a separate contract between the two agencies on that Deal, on the rules in Schedule 2. We are not a party to Deal Terms or to any contract between an agency and its client or candidate.

4. 1.4

   The person who submits the Application confirms that they are authorised to bind the Agency. By ticking the acceptance box and submitting the Application, that person accepts this Agreement on the Agency's behalf.

5. 1.5

   The Application is an offer by the Agency to subscribe. A contract for the Subscription is formed when we approve the Application and the Agency pays the Advance Subscription Payment. Clauses 4.1 (accurate information), 11 (confidentiality), 20 (notices), 21 (disputes) and 22 (general) and the Privacy Notice apply from the moment the Application is submitted.

6. 1.6

   Rakanify is supplied to businesses for business purposes only. The Agency confirms it is acquiring Rakanify for the purposes of its business and not for personal, domestic or household use.

2Definitions

In this Agreement:

“Act 246”

the Private Employment Agencies Act 1981 and the regulations made under it, as amended, which apply throughout Malaysia, including Sabah and Sarawak.

“Advance Subscription Payment”

the RM3,000 paid when the Subscription starts, refundable during the Free Trial and otherwise applied to the first Subscription Fee period (Schedule 1).

“Agency Data”

all data, including personal data about candidates, clients and their contacts, that the Agency or its Users put into Rakanify.

“Application”

the online sign-up form submitted for the Agency, with its documents and any later replies.

“Candidate-side Agency”

on a Deal, the agency that holds the candidate.

“Client-side Agency”

on a Deal, the agency that holds the client (employer) and the job.

“Co-broke Deal”

a Deal in which the Client-side Agency and the Candidate-side Agency are different agencies, as decided by Rakanify under Schedule 2.

“Deal”

a proposed placement of a candidate with a client that two agencies (or one agency, for an internal deal) record on Rakanify.

“Deal Terms”

the terms shown in the app for a particular Deal (placement fee, guarantee period, sharing, Network Fee and settlement rules) which both agencies accept before identities are revealed.

“Free Trial”

the 30 days starting on the day the Advance Subscription Payment is received.

“JTK”

the Labour Department of Peninsular Malaysia (JTKSM), of Sabah or of Sarawak, as applicable.

“Licence”

the Agency's private employment agency licence issued by JTK, including its category (A, B or C).

“Network Fee”

the Rakanify Network Fee described in Schedule 1: our charge for use of the co-broke network. It is not a placement fee, commission or recruitment fee.

“Placement Fee”

the fee an agency charges its client for a placement. Only agencies charge Placement Fees; we never do.

“Rakanify”

the Rakanify mobile apps, web portal, website and related services we provide.

“Subscription”

the Agency's paid right to use Rakanify under the Agency Plan.

“User”

an individual the Agency authorises to use Rakanify under its Subscription.

3What Rakanify is — and is not

1. 3.1

   Rakanify is software: an applicant tracking system and a network that lets licensed agencies find each other's anonymised candidates and jobs and work on Deals together. Zenara Jaya Sdn Bhd provides that software. It does not carry out recruiting activity.

2. 3.2

   In particular, we do not and will not:

   1. (a) recruit, interview, assess, place or advise candidates or clients;
   2. (b) enter into any contract with a client or candidate for a placement, or become a party to any Deal Terms;
   3. (c) charge or receive any Placement Fee, or any fee from a job seeker or employer for a placement;
   4. (d) hold placement money for agencies (unless and until split payment is introduced under Schedule 1, in which case a licensed payment provider splits the client's payment at the moment it is made);
   5. (e) guarantee any candidate, client, agency, Deal or outcome, or that any client will pay.
3. 3.3

   Each agency is solely responsible for its own recruiting activity, its contracts with clients and candidates, its compliance with Act 246 and all other laws, and the fees it charges.

4. 3.4

   Some agencies on Rakanify may be related to us (for example, companies in the Zenara Jaya group). They use Rakanify on the same rules and pay the same fees as every other agency. They have no access to any other agency's data, and our staff access Agency Data only on a need-to-know basis, with every access logged.

4Eligibility and verification

1. 4.1

   The Agency confirms, when it applies and on every day it uses Rakanify, that: (a) all information and documents in its Application and account are true, complete and not misleading; (b) it is a company registered with the Companies Commission of Malaysia (SSM); (c) it holds a valid Licence that has not been suspended or revoked; and (d) the people named as its contacts and Users are its genuine officers, employees or authorised representatives.

2. 4.2

   We may verify the Application and the Agency's status at any time, including by: (a) checking the Licence against JTK's published registers; (b) sending a one-time confirmation code to the email address that JTK lists for the Licence, and treating correct entry of that code as confirmation that the Application is made with the licence holder's authority; (c) reviewing the SSM and Licence documents; and (d) asking for more information. We may refuse any Application without giving reasons, in which case nothing is charged.

3. 4.3

   The Agency must tell us within 7 days if its Licence is renewed, varied, suspended, revoked or not renewed, or if its company details change, and upload the new document.

4. 4.4

   Network features are suspended automatically when the Licence expires, and restored once a renewed Licence has been verified. We send reminders before expiry, but keeping the Licence valid is the Agency's responsibility.

5. 4.5

   The Agency may use Rakanify only for placement types that its Licence category covers. Rakanify blocks jobs, links and Deals outside that scope. The Agency must not try to get around that control, for example by recording a job under a different placement type.

6. 4.6

   Each User who takes network actions (sending or accepting link requests, accepting Deal Terms, or being named as the handling recruiter) must hold any personal introduction document or authorisation that JTK requires for that recruiter, and the Agency must keep it uploaded and current.

5Accounts, Users and security

1. 5.1

   The Agency Plan includes 5 Users. Additional Users are charged under Schedule 1. Clients, candidates and affiliates never use a User seat and must never be given a User login.

2. 5.2

   Each User login is personal and must not be shared. The Agency must keep login credentials secure, remove Users promptly when they leave, and tell us at once if it suspects unauthorised access.

3. 5.3

   The Agency is responsible for everything done through its account and by its Users, as if done by the Agency itself.

4. 5.4

   The Agency appoints one owner User who may accept Deal Terms, manage billing, add or remove Users and cancel the Subscription. The Agency may change the owner through the app.

6Fees and payment

1. 6.1

   The Agency must pay the fees in Schedule 1 in the way and at the times it describes.

2. 6.2

   The Network Fee is charged for use of the co-broke network. It is calculated by reference to the Placement Fee only as a measure of the value of the network to the Agency. It is not a share of the Placement Fee and does not make us a party to the placement.

3. 6.3

   We may change the Subscription Fee, Additional User Fee or Network Fee rate by giving at least 60 days' notice. The change applies from the first billing period that starts after the notice period ends. If the Agency does not accept the change, it may cancel under clause 18.2 before the change takes effect.

7The co-broke network

1. 7.1

   The rules for claims, anonymised sharing, reveals, Deals, settlement, guarantees and disputes between agencies are in Schedule 2. They form part of this Agreement and of every set of Deal Terms.

2. 7.2

   Rakanify decides automatically whether a Deal is internal or a Co-broke Deal, using the rules in Schedule 2. The Agency must not misreport a Deal, split or re-route it, or take any other step to avoid the Network Fee.

3. 7.3

   Where identities are revealed on a Deal and the placement introduced through that Deal is completed outside Rakanify, clause S2.9 (Protected introductions) applies.

8The Agency's legal obligations

Using Rakanify does not change any agency's legal duties. Without limiting that, the Agency must:

1. 8.1

   Act 246: comply with Act 246 and JTK requirements, including keeping the records and registers the law requires, never charge a job seeker more than the law allows, and never let any other person use its Licence or its Rakanify account to carry on recruiting activity.

2. 8.2

   Employer pays for foreign workers: on every Deal for a non-citizen worker or foreign domestic worker made through Rakanify, the employer pays the fees. The Agency must not charge the worker any recruitment or placement fee, directly or indirectly, even where Act 246 would allow one.

3. 8.3

   Anti-trafficking and forced labour: comply with the Anti-Trafficking in Persons and Anti-Smuggling of Migrants Act 2007, the Immigration Act 1959/63, the Employment Act 1955 (and the Sabah and Sarawak labour laws where they apply), and never retain a worker's passport or identity document, deceive a worker about the job, wages or conditions, or impose recruitment debt. The Agency must report any sign of these through the in-app report function, and agrees that we may pass reports to the authorities.

4. 8.4

   Anti-bribery: comply with the Malaysian Anti-Corruption Commission Act 2009, keep adequate procedures to prevent bribery by persons associated with it (including its affiliates), and never offer or give anything of value to our staff or to anyone at a client or another agency to obtain or keep business.

5. 8.5

   Competition: set its own Placement Fees and terms independently. The Agency must not use Rakanify (including deal threads and messages) to agree, discuss or exchange future fees, rates or pricing plans with other agencies, to share out clients, candidates or areas, or to agree not to deal with anyone. We do not recommend, benchmark or publish Placement Fees, and the standard process rules in Schedule 2 (such as the sharing rule and the allowed guarantee periods) do not set any agency's fee.

6. 8.6

   Fair hiring: not publish or process job requirements that discriminate on race, religion, gender, age, disability or other protected grounds unless the law allows it or it is a genuine requirement of the job. We may hide or remove content that appears to breach this clause. Any automated features (such as CV parsing) only assist the Agency's recruiters; the Agency reviews their output and makes every decision.

7. 8.7

   Personal data: comply with the Personal Data Protection Act 2010 for all Agency Data, including obtaining each candidate's consent before the candidate's anonymised profile is shared on the network, as required by Schedule 3.

8. 8.8

   Accurate records: keep Deal stages, payments received and settlements accurate and up to date in Rakanify.

9Acceptable use

The Agency must not, and must ensure its Users do not:

1. 9.1

   copy, scrape, export in bulk or harvest data about other agencies' candidates, clients or jobs, or use it for any purpose other than the Deal for which it was revealed;

2. 9.2

   use contact details or other information obtained from Rakanify to approach another agency's candidate or client, except as allowed by the Deal Terms (this does not restrict dealing with anyone the Agency already knew, or finds, independently of Rakanify);

3. 9.3

   upload content that is unlawful, false, defamatory or infringing, or that contains malicious code;

4. 9.4

   test, probe or bypass Rakanify's security, rate limits, licence controls or reveal rules, or reverse engineer Rakanify except as the law expressly allows;

5. 9.5

   resell, sublicense or provide Rakanify to anyone else, or use it to build a competing product;

6. 9.6

   send spam or unsolicited messages through Rakanify.

10Data protection

1. 10.1

   For Agency Data, the Agency is the data controller (data user) and we process it on the Agency's behalf as its data processor, under Schedule 3.

2. 10.2

   For information about the Agency, its Users and contacts (such as account, verification, billing and audit records), we are the data controller, and the Privacy Notice explains how we use it.

3. 10.3

   When identities are revealed on a Deal, each agency receives the other side's details for the purpose of that Deal only and becomes a controller of that copy. Each agency is responsible for its own lawful use of it.

11Confidentiality

1. 11.1

   Each party must keep confidential, and use only for the purposes of this Agreement, any non-public information it receives from the other party or (through Rakanify) from another agency, including Agency Data, Deal Terms, fees, and details of Rakanify's systems.

2. 11.2

   This does not apply to information that is or becomes public other than through a breach of this clause, that the recipient already had lawfully, or that must be disclosed by law, by a court, or to a regulator (including JTK, the Personal Data Protection Commissioner and the MACC), provided that, where the law allows, the recipient gives prompt notice.

3. 11.3

   This clause continues for 3 years after the Agreement ends, and for personal data and trade secrets for as long as they remain confidential.

12Intellectual property

1. 12.1

   We (or our licensors) own Rakanify and all intellectual property in it. We grant the Agency a non-exclusive, non-transferable right, for the term of its Subscription, to let its Users use Rakanify for the Agency's own business under this Agreement.

2. 12.2

   The Agency keeps all rights in Agency Data. The Agency grants us a licence to host, copy, process and display Agency Data only as needed to provide Rakanify and as set out in Schedule 3.

3. 12.3

   We may create and use aggregated statistics that do not identify any person, agency, client or Placement Fee, to operate and improve Rakanify. We will never publish or share Placement Fee information, whether or not aggregated.

4. 12.4

   If the Agency gives us feedback or suggestions, we may use them freely without obligation.

13The service

1. 13.1

   We will provide Rakanify with reasonable skill and care and use reasonable efforts to keep it available, but we do not promise that it will be uninterrupted or error-free. We may carry out maintenance, preferably outside Malaysian business hours, and will give notice of planned downtime where reasonably possible.

2. 13.2

   We may improve and change Rakanify. We will not make a change that materially reduces the core features of the Agency Plan during a paid period without giving at least 30 days' notice. If the Agency does not accept the change, it may cancel before the change takes effect and receive a pro-rata refund of fees paid for the period after the change.

3. 13.3

   Features marked as beta or preview are provided as they are and may be withdrawn.

4. 13.4

   The Agency is responsible for its own devices, internet access and for keeping its own copies of any records the law requires it to keep. Rakanify's export features help with this.

14Warranties and disclaimers

1. 14.1

   Each party warrants that it has the power and authority to enter into this Agreement.

2. 14.2

   Except as expressly stated in this Agreement, and to the fullest extent the law allows, Rakanify is provided without any other warranty or condition, express or implied, including as to fitness for a particular purpose. Matches, suggestions, scores and parsed data are aids only.

3. 14.3

   We are not responsible for the acts, omissions, solvency or honesty of any other agency, client or candidate, or for information they provide. Each agency relies on its own checks and judgement.

15Limits of liability

1. 15.1

   Nothing in this Agreement limits or excludes any liability for fraud, fraudulent misrepresentation or wilful misconduct, for death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded.

2. 15.2

   Subject to clause 15.1, neither party is liable for loss that was not a reasonably foreseeable result of its breach when this Agreement was made. We are not liable for Placement Fees, profits or business that an agency loses because of what another agency, a client or a candidate does or fails to do.

3. 15.3

   Subject to clause 15.1, our total liability to the Agency arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in any 12-month period is limited to the greater of (a) the total fees the Agency paid us in the 12 months before the event giving rise to the claim and (b) RM3,000. For a breach of clause 11 (confidentiality) or Schedule 3 (data processing), the limit is three times that amount.

4. 15.4

   The limits in clauses 15.2 and 15.3 do not apply to the Agency's obligation to pay fees, to its indemnity under clause 16, or to a breach of clause 7.2 (misreporting) or clause S2.9 (protected introductions).

5. 15.5

   The parties agree that these limits are reasonable, having regard to the fees, to the fact that Rakanify is software and not a recruitment service, and to each agency's ability to insure its own business risks.

6. 15.6

   The Agency must bring any claim against us within 12 months of becoming aware (or when it ought reasonably to have become aware) of the facts giving rise to it, unless the law requires a longer period.

16Indemnity

1. 16.1

   The Agency will indemnify us, our officers and employees against all losses, fines, penalties, costs (including reasonable legal costs) and liabilities arising from any claim, investigation or proceeding brought by a third party or authority to the extent it arises from:

   1. (a) the Agency's recruiting activity, its contracts with clients or candidates, or fees it charges;
   2. (b) the Agency's breach of Act 246, the Personal Data Protection Act 2010, anti-trafficking, immigration, anti-bribery or competition law;
   3. (c) Agency Data, including any claim that the Agency lacked a lawful basis or consent to put it on Rakanify or share it through the network.
2. 16.2

   We will tell the Agency promptly about any such claim, let the Agency conduct its defence at its own cost where the law allows, and not settle it without the Agency's consent (not to be unreasonably withheld).

17Suspension

1. 17.1

   We may suspend all or part of the Agency's access to Rakanify (for example, network features only, or read-only mode) if:

   1. (a) the Licence expires, is suspended or revoked, or cannot be verified;
   2. (b) a Rakanify invoice remains unpaid 7 days after its due date;
   3. (c) the Agency is overdue on a settlement under Schedule 2;
   4. (d) the Agency or a User breaches this Agreement, or we reasonably suspect fraud, misreporting, bribery, trafficking, a data breach or a security threat;
   5. (e) a court, regulator or other authority requires it.
2. 17.2

   Except where urgent action is reasonably needed, we will tell the Agency the reason and what it must do to have access restored. We will restore access promptly once the reason no longer applies.

3. 17.3

   Suspension does not stop fees from accruing, and does not affect the Agency's access to export its own data except where the suspension is required by an authority.

18Term and termination

1. 18.1

   This Agreement continues month to month until ended under this clause.

2. 18.2

   The Agency may cancel the Subscription at any time in the app. During the Free Trial, cancellation takes effect immediately and the Advance Subscription Payment is refunded under Schedule 1. After the Free Trial, cancellation takes effect at the end of the billing period already paid for, and fees already paid are not refunded, except where clause 13.2, clause 19.2 or S3.5 gives a right to a pro-rata refund.

3. 18.3

   We may end the Agreement for any reason by giving at least 30 days' notice, and will refund any fees paid for the period after it ends.

4. 18.4

   Either party may end the Agreement by notice with immediate effect if the other party:

   1. (a) commits a material breach that cannot be remedied, or does not remedy a material breach within 14 days of being asked to;
   2. (b) becomes insolvent, enters liquidation, receivership or judicial management, or makes an arrangement with its creditors.
5. 18.5

   We may also end the Agreement with immediate effect if the Licence is revoked or not renewed within 60 days of expiry, or if we reasonably believe the Agency has been involved in bribery, human trafficking, forced labour or fraud.

6. 18.6

   When the Agreement ends:

   1. (a) the Agency's access ends and all unpaid fees become due, including Network Fees on Co-broke Deals revealed before the end that are completed later;
   2. (b) the Agency may export its Agency Data for 30 days, after which we delete it within 90 days, except for any data we must keep by law or for an active dispute or legal hold;
   3. (c) we keep our own billing and tax records for the period the law requires (currently 7 years);
   4. (d) clauses 6, 7, 11, 12, 15, 16, 18.6, 21 and 22, clause S2.9 and any other terms that by their nature should survive, continue to apply.

19Changes to this Agreement

1. 19.1

   We may update this Agreement. Every version has a version number and date, and we keep a record of which version each Agency accepted.

2. 19.2

   We will give at least 30 days' notice of a change that is materially adverse to the Agency (60 days for a fee increase, under clause 6.3). If the Agency does not accept it, it may cancel before the change takes effect and receive a pro-rata refund of fees paid for the period after the change. We may also ask the Agency to accept the new version in the app. If the Agency continues to use Rakanify after the change takes effect, it accepts the change.

3. 19.3

   We may make a change with shorter or no notice if it is required by law, a court or a regulator, is needed to address a security risk, or is not adverse to the Agency (for example, clarifications or new optional features). We will still tell the Agency about it.

20Notices

1. 20.1

   We send notices to the email address of the Agency's owner User, and may also show them in the app. The Agency sends notices to hello@zenarajaya.com.

2. 20.2

   An email notice is treated as received at the time of sending if sent on a business day in Malaysia before 5 pm, and otherwise at 9 am on the next business day, unless the sender receives a delivery failure message.

3. 20.3

   The parties agree that this Agreement, its acceptance and all notices, invoices, statements, Deal Terms and records may be made, sent and kept electronically, and will not dispute their validity or admissibility only because they are in electronic form.

21Governing law and disputes

1. 21.1

   This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of Malaysia.

2. 21.2

   Before starting proceedings, a party must send the other a written notice describing the dispute, and senior representatives of both parties must try in good faith to settle it within 30 days of the notice.

3. 21.3

   Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity of it, that is not settled under clause 21.2 shall be settled by arbitration in accordance with the AIAC Arbitration Rules of the Asian International Arbitration Centre in force when the arbitration starts. The seat of arbitration is Kuala Lumpur, Malaysia. The tribunal consists of one arbitrator, the language of the arbitration is English, and the arbitration and its outcome are confidential.

4. 21.4

   Despite clause 21.3, either party may bring proceedings in the courts of Malaysia (a) to recover invoiced fees or other sums due, or (b) for urgent injunctive or interim relief. For those proceedings each party consents in writing to the jurisdiction of the High Court in Malaya at Kuala Lumpur (and of the subordinate courts in Kuala Lumpur, where the amount falls within their jurisdiction), wherever the cause of action arose or the party resides.

5. 21.5

   Disputes between agencies on a Deal are governed by clause S2.12, not by this clause.

22General

1. 22.1

   Entire agreement: this Agreement is the whole agreement between the parties about Rakanify and replaces any earlier understanding. Each party confirms it has not relied on any statement that is not set out in this Agreement, but this does not limit liability for fraud.

2. 22.2

   Severance: if any provision is found invalid or unenforceable, it is to be read down to the minimum extent necessary, and the rest of the Agreement continues in force.

3. 22.3

   No waiver: a failure or delay in exercising a right is not a waiver of it.

4. 22.4

   Assignment: the Agency may not assign or transfer this Agreement without our written consent. We may assign or novate this Agreement, on notice, to Zenara Jaya Sdn Bhd's successor or to a related company that takes over Rakanify, and the Agency consents in advance to that transfer.

5. 22.5

   Subcontracting: we may use subcontractors and service providers (including the sub-processors listed in the Privacy Notice, see S3.5) and remain responsible for them under this Agreement.

6. 22.6

   Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control (such as natural disasters, epidemics, war, government action, or failures of public networks or major cloud providers), except for payment obligations. If such an event lasts more than 60 days, either party may end the Agreement by notice.

7. 22.7

   Relationship: the parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture or employment relationship between us and the Agency, or makes us an agent of any agency.

8. 22.8

   Third parties: no one other than the parties (and, for clause S2.9 and Schedule 2, the other agency on a Deal) has any right to enforce this Agreement.

9. 22.9

   Language: this Agreement is in English. Any translation is for convenience only, and the English version prevails.

10. 22.10

    Stamp duty: if stamp duty is payable on this Agreement, we will pay it.

S1Schedule 1 — Fees and billing

1. S1.1

   We charge only the following. We never charge a Placement Fee, and none of our charges is a registration fee, commission or recruitment fee.

   1. (a) Rakanify Subscription Fee — Agency Plan: RM3,000 per month, for one agency and 5 Users;
   2. (b) Additional User Fee: RM100 per month for each User above 5;
   3. (c) Advance Subscription Payment — refundable during the 30-day Free Trial: RM3,000, paid once when the Subscription starts;
   4. (d) Rakanify Network Fee: 10% of the Agency's share of the Placement Fee on each Co-broke Deal, charged only after the client has paid.
2. S1.2

   When we approve the Application, the Agency may start its Subscription by paying the Advance Subscription Payment. The Free Trial starts on the day we receive it (day 1) and ends at 23:59 Malaysia time on day 30.

3. S1.3

   If the owner User cancels in the app before the Free Trial ends, we refund the Advance Subscription Payment in full to the original payment method within 7 working days, and access ends when the cancellation is made.

4. S1.4

   If the Subscription is not cancelled before the Free Trial ends, the Advance Subscription Payment is applied to the Subscription Fee for the first paid period, which starts on day 31. After that, the Subscription Fee and any Additional User Fees are billed monthly in advance on the same day of each month (or the last day of a shorter month). For example: payment received on 1 September; Free Trial ends 23:59 on 30 September; the payment covers 1–31 October; the next bill is issued on 1 November.

5. S1.5

   Additional User Fees are charged for each User above 5 who is active at any time during a billing period. Users added part-way through a period are charged for that period in the next bill.

6. S1.6

   All fees are stated in Ringgit Malaysia and exclude service tax. Where we are required by law to charge service tax, it is added at the rate in force (currently 8%) and shown on our tax invoice. Service tax on the first paid period is shown on the invoice issued when that period starts, and is payable within 7 days.

7. S1.7

   Network Fee: on a Co-broke Deal, each agency's share of the Placement Fee actually paid by the client is set by the Deal Terms (see S2.6), and each agency pays a Network Fee of 10% of its own share. For example, if the client pays a Placement Fee of RM5,000 and the agencies use the default equal split, each agency's share is RM2,500 and each pays a Network Fee of RM250 (plus service tax). Amounts are calculated to the sen, rounding half up; any one-sen remainder in the shares goes to the Client-side Agency. Internal deals (where one agency holds both the client and the candidate, as decided under S2.2) carry no Network Fee.

8. S1.8

   We invoice the Network Fee when the settlement between the two agencies is completed under S2.7, or, if an agency has not completed its settlement steps, when we have reasonable evidence that the client has paid. Network Fee invoices are payable within 14 days.

9. S1.9

   If a candidate on a Co-broke Deal leaves during the guarantee period and the client receives a pro-rata credit under S2.10, we credit each agency the same proportion of its Network Fee against its future Rakanify invoices. If the Agreement has ended and no future invoice remains, we refund the unused credit within 30 days.

10. S1.10

    Payment is made through our payment provider by the methods shown at checkout (such as FPX online banking, e-wallets or cards). Payment is treated as made only when the provider confirms it to us.

11. S1.11

    If an invoice is not paid within 7 days after its due date, we may place the account in read-only mode under clause 17 until it is paid. The Agency must also pay our reasonable costs of recovering overdue amounts.

12. S1.12

    If the Agency disputes an invoice, it must tell us in writing within 14 days of the invoice date, with reasons, and pay any undisputed part on time. Both parties will try to resolve the dispute promptly under clause 21.2.

13. S1.13

    Except as stated in S1.3, S1.9, S3.5, clause 13.2, 18.3 or 19.2, fees are not refundable. Refunds are made to the original payment method.

14. S1.14

    We issue receipts and tax invoices electronically, and e-invoices through the LHDN MyInvois system where the law requires. The Agency must give us its tax identification number and any other details needed for this.

15. S1.15

    We may introduce split payment, where a client pays a Placement Fee through a licensed payment provider that divides it at the moment of payment between the two agencies and our Network Fees. We will give at least 30 days' notice and the additional terms before it applies, and it will apply only to Deals created after it takes effect.

S2Schedule 2 — Co-broke rules

These rules apply to every Deal and are part of every set of Deal Terms. They set a common process only: each Client-side Agency sets its own Placement Fee and guarantee period for its own client.

1. S2.1

   Deal Terms: when both agencies accept Deal Terms in the app, those Deal Terms (together with this Schedule) form a binding contract between the two agencies. We are not a party to it. The accepted terms and the time of acceptance are locked and recorded.

2. S2.2

   Claims: candidates and clients are each held by one agency at a time, on a first come, first served basis. The first agency to record a candidate or client (identified by Rakanify's matching of identity details) holds it. A later agency is placed in a queue and cannot claim it. Rakanify decides whether a Deal is internal or co-broke from these claims at the time the candidate is attached to the job; users cannot choose.

3. S2.3

   Inactivity: if the holding agency records no qualifying activity (a stage change, note, submission, interview or link request) on a candidate or client for 30 days, the claim passes to the next valid agency in the queue. A queue entry stays valid for 30 days and is renewed by activity. Both agencies are notified.

4. S2.4

   Anonymised sharing and reveal: network search shows anonymised profiles only. Names, contact details, employer names, photos and CV files are revealed only after both agencies accept the link and the Deal Terms. Every reveal is recorded.

5. S2.5

   Jobs: a job is visible on the network only when the Client-side Agency has set its Placement Fee, a guarantee period of 1, 2 or 3 whole months, and a placement type that both agencies' Licences cover. The Client-side Agency confirms it has its client's permission to work with a partner agency on the job.

6. S2.6

   Sharing: the Deal Terms state how the whole Placement Fee actually paid by the client is shared between the Client-side Agency and the Candidate-side Agency. Rakanify proposes an equal split as the default; the two agencies may agree a different split before they accept the Deal Terms. Each side's share goes to the agency that holds that side. Neither Rakanify nor these rules set the Placement Fee.

7. S2.7

   Settlement: the client pays the Client-side Agency. The Client-side Agency must (a) mark the Deal "client paid" and upload proof within 3 days of receiving payment, and (b) pay the Candidate-side Agency its full share within 7 days of marking it paid. The Candidate-side Agency must confirm receipt in the app. Each agency pays its own Network Fee to us.

8. S2.8

   Enforcement: if the Client-side Agency has not paid by day 8, its co-broke features are suspended until it pays or raises a dispute. An agency with 2 Co-broke Deals awaiting settlement cannot start new links. Overdue amounts between agencies carry interest at 1.5% per month from the due date until paid. The agencies agree that this rate protects their legitimate interest in prompt settlement and is proportionate to it. The interest is owed to the other agency, not to us.

9. S2.9

   Protected introductions: if, within 12 months after identities are revealed on a Deal, the candidate introduced on that Deal is placed with the client on that Deal (or with its related company) other than through Rakanify, whether by either agency or by a person connected with either of them, then (a) the placement is treated as made under the Deal Terms, so the other agency is entitled to its share under S2.6 as if the placement had been made through Rakanify, and (b) each agency owes us the Network Fee on it. The reveal record kept by Rakanify is evidence of the introduction. This clause does not prevent anyone from dealing with any person; it decides only which fees are payable when a revealed introduction is completed, and the amounts are the same as if the placement had been made through Rakanify. The agency that received the Placement Fee must tell the other agency and us within 7 days.

10. S2.10

    Guarantee and replacement: if the candidate leaves within the guarantee period, a replacement comes first. On a Co-broke Deal the Candidate-side Agency has 14 days to propose a replacement, after which the Client-side Agency may source one. If no replacement starts within 30 days, the Client-side Agency gives the client a pro-rata credit note (not cash), and the credit is borne by the two agencies in the same proportions as their shares. Network Fees are credited under S1.9.

11. S2.11

    Cancellation: if the client rejects the candidate, the offer is declined, or the candidate does not start, the Deal is cancelled with a reason, and no share or Network Fee is payable. A Deal can move backwards only to "cancelled" or "disputed".

12. S2.12

    Disputes between agencies: either agency may raise a dispute in the app, which pauses the settlement timers and opens a case with our operations team. We decide how the platform rules (including suspensions and Network Fees) apply, and will give reasons. Our decision does not decide the agencies' legal rights against each other. If the agencies cannot settle a dispute between themselves within 30 days, either may take it to the courts of Malaysia, and Malaysian law applies.

13. S2.13

    Job-seeker fees: any fee an agency is lawfully allowed to charge a job seeker is that agency's own and is outside the sharing rule and the Network Fee. On Deals for non-citizen and foreign domestic workers, no fee may be charged to the worker (clause 8.2).

14. S2.14

    Records: agencies must keep communications about a Deal in the Deal thread in the app, which both agencies and our operations team may rely on as evidence in any dispute.

S3Schedule 3 — Data Processing Terms

These terms apply when we process personal data within Agency Data on the Agency's behalf. Words used in the Personal Data Protection Act 2010 ("PDPA") have the same meaning here; the Agency is the data user (controller) and we are its data processor.

1. S3.1

   Instructions: we process Agency Data only to provide Rakanify under this Agreement and on the Agency's documented instructions (including the instructions given by using Rakanify's features, such as sharing an anonymised profile or accepting Deal Terms), unless the law requires otherwise, in which case we tell the Agency first where the law allows.

2. S3.2

   The Agency's responsibilities: the Agency warrants that it has given every required notice and has a lawful basis for putting Agency Data on Rakanify and instructing us to process it. In particular, before a candidate's anonymised profile is shared on the network, the Agency must have the candidate's consent (recorded in Rakanify or through Rakanify's consent link) to (a) sharing an anonymised profile with other licensed agencies on Rakanify and (b) disclosing the candidate's identity to a partner agency for a specific role. If a candidate withdraws consent, the Agency must record it, and Rakanify removes the profile from the network.

3. S3.3

   Confidentiality of staff: everyone we authorise to process Agency Data is bound by confidentiality, and access is limited to what each person needs, with access logged.

4. S3.4

   Security: we take practical steps to protect Agency Data from loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction, including encryption in transit and at rest, access control, audit logging, private document storage, and regular review of these measures, as required by the PDPA Security Principle.

5. S3.5

   Sub-processors: the Agency authorises us to use the sub-processors listed in the Privacy Notice. We bind each sub-processor to data protection terms at least as protective as these, and remain responsible for them. We will give at least 30 days' notice of any new sub-processor; if the Agency objects on reasonable data protection grounds and we cannot resolve the objection, the Agency may cancel with a pro-rata refund of prepaid fees.

6. S3.6

   Transfers outside Malaysia: Rakanify's services are hosted in Singapore and some providers operate in other countries, as listed in the Privacy Notice. We transfer Agency Data outside Malaysia only in a way the PDPA permits, and with contractual safeguards requiring the recipient to protect it to a standard at least equivalent to the PDPA.

7. S3.7

   Assistance: taking into account the nature of the processing, we help the Agency respond to data subjects' requests (including access, correction, withdrawal of consent and data portability) and meet its obligations on security, breach notification and assessments. Rakanify's export and deletion features are the main way we provide this help.

8. S3.8

   Breaches: if we become aware of a personal data breach affecting Agency Data, we notify the Agency without undue delay and, where possible, within 24 hours, with the information we have, so that the Agency can meet its own notification duties to the Personal Data Protection Commissioner and affected individuals. We take reasonable steps to contain it and keep a record of it.

9. S3.9

   End of processing: when the Agreement ends, the Agency may export Agency Data for 30 days, after which we delete it within 90 days, unless the law requires us to keep it. Backups are deleted as they expire in the normal cycle. Inactive candidate records are archived after 24 months without activity.

10. S3.10

    Information and audit: we make available the information reasonably needed to show compliance with these terms. Once a year, on 30 days' notice and at its own cost, the Agency may audit our compliance through an independent auditor bound by confidentiality, in a way that does not compromise other agencies' data or our security. We may instead provide a recent independent security report.

S4Schedule 4 — Affiliate Programme terms

This Schedule applies only if the Agency opts in to the affiliate programme in the app. The Agency may opt out at any time; referrals already submitted stay valid until their ownership period ends.

1. S4.1

   Affiliates are individuals who refer hiring companies (clients) to the Agency. Affiliates refer only companies, never candidates. Each affiliate's relationship is with the Agency, not with us.

2. S4.2

   No one pays to become an affiliate. Affiliates earn a referral fee only for a referred company that becomes the Agency's client and completes a successful placement. No fee, bonus or reward of any kind is paid for recruiting other affiliates, and there are no multi-level payouts.

3. S4.3

   The referral fee is the standard amount set by Zenara Jaya Sdn Bhd and shown in the app, paid by the Agency from its own funds. It is payable only after the client has paid the Placement Fee and the guarantee period has ended without a replacement or credit.

4. S4.4

   No referral fee may be paid where the affiliate is employed by, is an officer of, or can influence hiring decisions at the referred company or its related companies. Each affiliate must declare their employer and any such connection when submitting a referral, and the Agency must confirm there is no conflict before paying.

5. S4.5

   A referral is owned by the affiliate who first submits a valid referral for that company, for 90 days.

6. S4.6

   Affiliates have no login, never see candidate data, and must not recruit or place anyone. The Agency is responsible for its affiliates' conduct (including under the anti-bribery clause 8.4), for the accuracy of what they are told, for any tax on referral fees, and for their personal data as controller.

7. S4.7

   We provide the referral tools and records only. We are not liable to any affiliate, and no affiliate has any right to enforce this Agreement.