HR Outsourcing Terms of Service

Last Updated: 1 October 2025

Parties to the Agreement:

  • Service Provider: MYWave ("MYWave").
  • Client: The entity or individual subscribing to the services described in the agreed quotation (the "Client").

1. Scope of Services

1.1 Defined Terms

The Service Provider agrees to perform the HR-related services as specified in the quotation(s) agreed in writing between the Parties, detailing the full scope and extent of the services to be provided, which shall form an integral part of and be deemed incorporated by reference into this Service Terms.

2. Term and Termination

2.1 

This Service Terms shall commence on the invoice start date for the service (excluding any setup fee invoicing) and shall continue for a period of twelve (12) months. It shall automatically renew on each anniversary date unless either party provides sixty (60) days’ prior written notice of termination.

 

2.2 

Either party may terminate this Service Terms by providing sixty (60) days’ written notice to the other party.

 

2.3 

This Service Terms may be terminated immediately by the innocent party by giving a notice in writing to the other party in the event of:

        • A material breach of any term of this Service Terms by the other party; 
        • Repeated non-compliance with applicable laws or obligations under this Service Terms by the other party; or
        • Insolvency, bankruptcy, or liquidation of the other party.

 

2.4 

Upon termination or expiration of this Service Terms for any reason: 

        • The Service Provider shall, within thirty (30) days, return to the Client all documents, data, and records provided by the Client or generated in the course of providing the Services, in a commonly accessible format agreed by both parties.
        • Despite any acknowledgement of receipt by the Client, the Service Provider shall permanently delete all copies of such data from its systems, backups, and storage thirty (30) days after the return date, and shall ensure that the data cannot be recovered or reconstructed.
        • If the Client requests that the Service Provider retain any data beyond this period, the Service Provider shall notify the Client in writing of any charges applicable for such retention.
        • If the Service Provider is legally required to retain certain data, it shall notify the Client in writing, specifying the data retained and the legal basis for such retention. 

3. Fees and Payment Terms

3.1 

The Client shall pay the Service Provider fees as agreed in the quotation(s).

 

3.2 

Invoices will be issued electronically and must be paid within the specified number of days from the date of issuance as follows: 

        • One-time fee: Payable within 7 days of invoice issuance. 
        • Monthly fee: Payable within 30 days of invoice issuance.
3.3 

Late payment for services already rendered shall incur interest at the rate of 2% per month until full settlement is received.

 

3.4

The Service Provider reserves the right to suspend access and/or services until the account is brought current.

 

3.5

The Client will reimburse any third-party fee costs incurred by the Service Provider.

 

3.6 

Additional services outside the agreed scope shall be billed separately, in accordance with a new or supplemental quotation(s) to be agreed in writing between the Parties.

 

3.7

All payments are subject to applicable Sales & Services Tax (SST) or any tax, at the prescribed rate, imposed by the government and shall be borne by the Client.

 

3.8 

All payments under this Service Terms shall be made in full, in cleared funds, without any deductions, set-offs, or withholdings for taxes, fees, charges, or similar obligations, except as required by law. In the event that any such deductions are legally mandated, the Client shall ensure that additional amounts are provided to the Service Provider so that the full intended payment amount is received.

 

3.9 

The Service Provider reserves the right to adjust fees by providing written notice of any changes at least sixty (60) days before they take effect. Continued use of the service constitutes acceptance of the revised fees.

 

4. Confidentiality 

4.1  

Both parties agree to keep all non-public information shared under this Service Terms confidential. This includes employee data, payroll data, financial records, business operations, and HR policies.

 

4.2  

Such information may only be used to carry out the services under this Service Terms and must not be shared with others without written permission, except with staff or advisors who need to know and are bound by similar confidentiality duties.

 

4.3 

These confidentiality duties do not apply to information that is already public, already known without restriction, received legally from someone else, or developed independently.

 

4.4 

This clause shall survive the termination of the Service Terms.

5. Statutory Compliance

5.1  

The Service Provider shall ensure that all HR-related activities as specified in the subscribed scope of services are carried out in accordance with applicable Malaysian HR laws and regulations, including but not limited to:

        1. Employment Act 1955
        2. Industrial Relations Act 1967
        3. Occupational Safety and Health Act 1994 (OSHA)
        4. Trade Unions Act 1959
        5. Personal Data Protection Act 2010 (PDPA)

6. Data Protection and Security

6.1 

The Service Provider agrees to process and protect all personal data in accordance with the Personal Data Protection Act 2010 (PDPA).

 

6.2 

Any data breach or unauthorised access shall be reported to the Client within 48 hours.

7. Penalties and Liability for Compliance Errors 

7.1  

The Service Provider shall exercise due care and diligence in performing all HR-related services under this Service Terms. If an error or omission on the part of the Service Provider results in a regulatory penalty, fine, or late charge, the Service Provider shall be responsible for the payment of such penalties, provided that: 

        1. The error was solely due to the Service Provider’s negligence or failure to act within agreed timelines, and
        2. The Client had provided all necessary inputs, approvals, and information accurately and on time.
7.2

If the Client instructs the Service Provider to act in a manner that deviates from applicable compliance requirements, and such instructions result in regulatory penalties, fines, or charges, the Client shall bear full responsibility for such penalties. 

 

7.3

Penalty Waiver Limitation: The Service Provider’s liability for penalties, losses or damages whatsoever due to compliance errors or non-compliance shall not exceed the total fees paid by the Client for the service during the two (2) months preceding the date of the claim. 

 

7.4

In no event shall the Service Provider be liable for any lost profits, indirect, incidental, consequential, exemplary, extraordinary or unforeseen damages arising out of the Client’s use of the services provided by the Service Provider, whether or not the Service Provider has been advised of the possibility of such damages.  

8. Intellectual Property Rights 

8.1 

All intellectual property rights, whether registered or unregistered, including but not limited to copyrights, trademarks, service marks, trade names, patents, trade secrets or know-how in any materials, systems, software, templates or processes used or developed by the Service Provider shall remain the exclusive property of the Service Provider. 

9. Force Majeure

9.1 

Neither party shall be held liable for any delay caused by circumstances beyond their reasonable control. If such a delay persists or is anticipated to persist for more than thirty (30) days, either party may terminate this Service Terms by providing written notice. In such a case, the Client will only be responsible for paying the Service Provider for services rendered up to the month of termination.

10. Non-solicitation

10.1 

During the term of this Service Terms, neither party shall directly solicit the other party’s personnel involved in providing or receiving the Services for employment.

11. No Waiver

11.1 

The failure or delay by either party in exercising any rights under this Service Terms shall not constitute a waiver of those rights. 

12. Transmission of Signatures and Multiple Counterparts

12.1 

Signatures transmitted and received via electronic means (e.g., PDF) shall be considered valid and binding to the same extent as original signatures. This Service Terms may be executed in multiple counterparts, each of which shall be deemed an original, collectively constituting one document. 

 13. Governing Law

 

13.1 

This Service Terms is governed by the laws of Malaysia. If a dispute arises, the parties will first try to resolve it through good faith negotiation. If that fails, the dispute will be referred to mediation under the Malaysian International Mediation Centre rules before going to court. 

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 14. Entire Service Terms 

 

14.1 

This Service Terms constitutes the full and complete understanding between the parties. Any amendments must be in writing and signed by both parties. 

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Contact Information

For questions or further information regarding these Terms, or make any suggestions or ideas concerning the Service, please email enquiry@mywave.biz.

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