Terms of Service

Last Updated: 21 May 2026

Effective Date: 21 May 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you and Nelvyx Sdn. Bhd. ("Nelvyx", "we", "us", or "our"), a company incorporated in Malaysia, governing your access to and use of the Deltern platform and all related services (the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must discontinue use of the Services immediately.

If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

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• "Tenant" — An organization (company) that subscribes to Deltern and is party to a subscription agreement with Nelvyx
• "User" — Any individual authorized by a Tenant to access the Services, including but not limited to sales representatives, delivery drivers, managers, and administrators
• "Subscription" — The paid service plan selected by the Tenant, which determines feature availability, user limits, and pricing
• "Content" — Any data, text, photographs, images, documents, signatures, or other materials uploaded to, generated within, or transmitted through the Services
• "Tenant Data" — All Content and business data belonging to or created by a Tenant and its Users within the Services

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Deltern is a multi-tenant, cloud-based enterprise resource planning (ERP) platform purpose-built for FMCG distribution businesses. The platform comprises the following applications:

• Deltern Field — Mobile application for sales representatives (Android)
• Deltern Go — Mobile application for delivery drivers (Android)
• Deltern Command — Administrative dashboard application (Web and Mobile)
• Deltern Hub — Web portal for management, reporting, and account administration

The Services include features for order management, delivery tracking, attendance monitoring, route planning, invoicing, collections, inventory management, payroll processing, and business analytics.

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To use the Services, you must:

1. Be at least 18 years of age
2. Be authorized by a Tenant to access the Services in connection with your employment or engagement
3. Have the legal capacity to enter into binding agreements under Malaysian law
4. Not have been previously suspended or removed from the Services for violating these Terms

The Services are designed for business use. They are not intended for personal or consumer use.

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4.1 Tenant registration

A Tenant must provide accurate, current, and complete company information during registration. Each Tenant is assigned a unique identifier and isolated database schema.

4.2 User accounts

Tenant administrators create and manage User accounts. Each User is responsible for:

• Maintaining the confidentiality of their login credentials
• All activities that occur under their account
• Immediately notifying their administrator of any unauthorized access

4.3 Device management

Users may register trusted devices for accessing the Services. Nelvyx reserves the right to limit the number of devices per User and to revoke device access for security reasons. All locally stored data is wiped from a device upon logout.

4.4 Authentication

The Services support password-based authentication, optional biometric authentication (device-local), and PIN-based access. Accounts are automatically locked after 5 consecutive failed login attempts for security purposes.

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You agree to use the Services only for lawful purposes in accordance with these Terms. You shall not:

1. Use the Services for any purpose that violates applicable Malaysian or international law
2. Attempt to gain unauthorized access to other Tenants' data, systems, or database schemas
3. Upload, transmit, or store malicious code, viruses, malware, or any content intended to disrupt the Services
4. Use GPS, location, or monitoring features to track individuals without their knowledge and lawful consent
5. Resell, sublicense, redistribute, or make the Services available to any third party without prior written consent from Nelvyx
6. Circumvent, disable, or interfere with security features including rate limiting, authentication mechanisms, or encryption
7. Use automated scripts, bots, scrapers, or similar tools to access the Services except through our published and documented APIs
8. Transmit spam, phishing attempts, or unsolicited commercial messages through the platform
9. Impersonate another User, Tenant, or Nelvyx personnel
10. Reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the Services
11. Use the Services to process data relating to children under 18 years of age
12. Remove, obscure, or modify any proprietary notices, labels, or marks on the Services

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6.1 Nelvyx intellectual property

The Services, including all software, source code, algorithms, user interfaces, designs, graphics, logos, trademarks, trade names, documentation, and all related intellectual property rights, are and shall remain the exclusive property of Nelvyx Sdn. Bhd. Nothing in these Terms grants you any ownership right in the Services.

6.2 Your Content

You retain all ownership rights in the Content you upload to the Services. By uploading Content, you grant Nelvyx a non-exclusive, royalty-free, worldwide licence to host, store, process, display, and transmit such Content solely for the purpose of providing and improving the Services.

6.3 Feedback

Any suggestions, ideas, enhancement requests, or other feedback you provide regarding the Services ("Feedback") may be freely used by Nelvyx without any obligation, compensation, or attribution to you. You hereby assign to Nelvyx all rights in any Feedback.

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7.1 Content standards

You are solely responsible for all Content you upload, transmit, or generate through the Services. You represent and warrant that:

• You own or have the necessary rights and permissions to upload the Content
• The Content does not infringe any third party's intellectual property, privacy, or other rights
• The Content does not contain unlawful, defamatory, obscene, or harmful material
• Photographs and images are captured in compliance with applicable privacy laws

7.2 Content monitoring

Nelvyx does not actively monitor User Content. However, we reserve the right to review, remove, or disable access to Content that violates these Terms or applicable law, without prior notice.

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8.1 Uptime target

We target 99.9% monthly uptime for the Services, excluding scheduled maintenance windows and circumstances beyond our reasonable control.

8.2 Scheduled maintenance

We will provide at least 24 hours' advance notice for planned maintenance via in-app notifications and/or email to Tenant administrators.

8.3 Offline functionality

The mobile applications (Deltern Field and Deltern Go) include offline capabilities. Data created offline is stored locally and synchronized with the server when connectivity is restored.

8.4 No absolute guarantee

While we strive for high availability and reliability, the Services are provided on an "as-is" and "as-available" basis. We do not guarantee uninterrupted, error-free, or completely secure service at all times.

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9.1 Subscription fees

Access to the Services requires a paid Subscription. Current pricing is available at deltern.com/pricing. All prices are quoted in Malaysian Ringgit (RM) unless otherwise stated.

9.2 Billing cycle

• Subscriptions are billed monthly or annually in advance, as selected by the Tenant
• Payment is processed through Stripe (our PCI-DSS compliant payment processor). Nelvyx does not directly handle or store credit card information

9.3 Late payment

• Invoices are due upon receipt. Failure to pay within 14 days of the invoice date may result in suspension of the Services
• Nelvyx reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by Malaysian law, whichever is lower

9.4 Price changes

Nelvyx reserves the right to modify Subscription pricing with at least 30 days' written notice to the Tenant. Price changes take effect at the start of the next billing cycle following the notice period.

9.5 Refunds

All Subscription fees are non-refundable unless otherwise required by applicable Malaysian law, or as expressly stated in a separate written agreement.

9.6 Taxes

All stated fees are exclusive of applicable taxes. The Tenant is responsible for all taxes, duties, and levies imposed by Malaysian tax authorities in connection with the Subscription.

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10.1 Privacy Policy

Your use of the Services is governed by our Privacy Policy, which describes in detail how we collect, use, store, and protect personal data in compliance with the Personal Data Protection Act 2010 (PDPA) of Malaysia.

10.2 Data ownership

All Tenant Data remains the property of the Tenant. Nelvyx processes Tenant Data solely for the purpose of providing the Services and as directed by the Tenant.

10.3 Data processing agreement

Enterprise Tenants may request a separate Data Processing Agreement (DPA) that sets out additional terms for data processing. Contact support@nelvyx.io for details.

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11.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other in connection with the Services, including Tenant Data, business strategies, pricing, technical specifications, and user information.

11.2 Obligations

Each party agrees to:

• Protect the other party's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care
• Use Confidential Information only for the purposes of fulfilling obligations under these Terms
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations

11.3 Exceptions

Confidentiality obligations do not apply to information that is: publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law or court order.

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To the maximum extent permitted by the laws of Malaysia:

1. Nelvyx shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings, arising out of or in connection with the Services or these Terms
2. Our total aggregate liability for any and all claims arising from or related to these Terms or the Services shall not exceed the total fees paid by the Tenant to Nelvyx in the twelve (12) months immediately preceding the event giving rise to the claim
3. Nelvyx shall not be liable for damages arising from:

• Force majeure events — Natural disasters, pandemics, epidemics, war, civil unrest, government actions or orders, power failures, internet disruptions, or any event beyond Nelvyx's reasonable control
• Third-party service failures — Outages or errors in cloud infrastructure, payment gateways, messaging services, or other third-party providers
• Tenant or User negligence — Unauthorized access resulting from the Tenant's or User's failure to maintain secure credentials, safeguard devices, or comply with these Terms

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You agree to indemnify, defend, and hold harmless Nelvyx Sdn. Bhd., its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

1. Your violation of these Terms or any applicable law
2. Your use of the Services in a manner not authorized by these Terms
3. Content you upload that infringes any third party's intellectual property, privacy, or other rights
4. Any dispute between you and your employer (Tenant) regarding the use of the Services or data collected through the Services
5. Your failure to comply with applicable data protection laws in your use of the Services

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14.1 Termination by Tenant

A Tenant may cancel their Subscription at any time by providing notice through the Deltern Hub administration panel or by contacting support@nelvyx.io. Access continues until the end of the current paid billing period.

14.2 Termination by Nelvyx

Nelvyx may suspend or terminate a Tenant's access to the Services, in whole or in part, if:

• Payment is overdue by more than 14 days and remains unpaid after written notice
• The Tenant or any of its Users materially breaches these Terms
• The account is used for illegal activities or in a manner that threatens the security or integrity of the Services
• Required by law, regulation, or court order
• The Tenant becomes insolvent, enters receivership, or is wound up

14.3 Effect of termination

Upon termination:

• All User accounts under the Tenant are deactivated immediately
• The Tenant may export its data within 30 days of termination
• After the 30-day export window, all Tenant Data is permanently deleted from our systems, except where retention is required by law
• Accrued payment obligations survive termination

14.4 Survival

The following sections survive termination: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive.

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These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Malaysia, without regard to conflict of law principles.

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1. Negotiation — Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiation between the parties for a period of thirty (30) days from written notice of the dispute
2. Mediation — If negotiation fails, the parties agree to attempt mediation under the rules of the Asian International Arbitration Centre (AIAC) in Kuala Lumpur before pursuing litigation
3. Litigation — If mediation does not resolve the dispute within sixty (60) days, either party may submit the dispute to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia

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Nelvyx reserves the right to modify these Terms at any time. Material changes will be communicated:

• Via email to Tenant administrators at least 14 days before taking effect
• Via in-app notification to all active Users
• By updating the "Last Updated" date at the top of this document

Continued use of the Services after the effective date of modified Terms constitutes acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Services.

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18.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

18.2 Waiver

The failure of Nelvyx to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

18.3 Entire agreement

These Terms, together with the Privacy Policy and any applicable Subscription agreement, constitute the entire agreement between you and Nelvyx with respect to the Services and supersede all prior agreements and understandings.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without prior written consent from Nelvyx. Nelvyx may assign its rights and obligations without restriction.

18.5 Notices

All notices under these Terms shall be in writing and sent to the email address associated with the Tenant's account or to support@nelvyx.io.

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For questions about these Terms of Service:

Nelvyx Sdn. Bhd.

• General Support: support@nelvyx.io
• Legal Inquiries: legal@nelvyx.io
• Data Protection Officer: dpo@nelvyx.io
• Website: https://deltern.com
• Address: Kuala Lumpur, Malaysia