Terms of Use

Niro Ceramic Group MyEasyNiro Portal
This page sets out the terms of use which govern the use and access of the  MyEasyNiro Portal ("Portal"), an online internal platform owned and operated by Niro Ceramic Sales & Services (M)  Sdn Bhd. This Portal allows authorised dealers ("Dealer") of Niro, to:
·                     e-Order Placement;
·                     track status of orders placed with Niro;
·                     track delivery status of products;
·                     receive e-invoices and e-delivery orders;
·                     access statements of accounts;
·                     make stock enquiries;
·                     monitor sales and delivery statistics; and
·                     track customer feedback.
We refer to ourselves as "Niro",  "we", "us" or "our" in this document, and we refer to us and any other companies of the Niro Ceramic group of companies, including our affiliates, parents and subsidiaries, as the “Niro Ceramic Group”. Please read these terms of use carefully before using our Portal, as these will apply to the use of the Portal.
1.                 General
1.1              In these terms of use, references to "you" and "your" shall be construed as references to the Dealer, its officers, employees, agents and/or representatives and others who access and use the Portal.
1.2              Niro provides Dealers of Niro with access to the Portal. Niro will provide the Dealer with passwords and usernames to be used by the Dealer's officers, employees, agents, and/or representatives in order to access and use the Portal. The Dealer agrees that all officers, employees, agents, representatives and others having access to a username and/or password shall be vested by the Dealer with the authority to use the Portal.
1.3              The Dealer shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by the Dealer, that access the Portal using such user names and passwords.
1.4               You accept these terms of use by virtue of your usage of the Portal and agree to comply with the same. 
1.5              These terms of use, and its updates are subject to the discretion of Niro at any time, notice thereof shall be posted on the Portal as and when needed. As long as you continue to use the Portal, you are bound by all amended terms or updates which become effective upon their posting on the Portal.
1.6              Please note that any of the content on the Portal may be out of date at any given time, and Niro is under no obligation to update it. Niro does not guarantee that our Portal, or any content on it, will be free from errors or omissions.
1.7              Niro may update the Portal from time to time, and may change the content at any time and/or include additional features to the Portal. For the avoidance of doubt, your usage of such additional features and/or updates shall be subject to these terms of use, as amended from time to time by Niro.
1.8               Niro does not guarantee that the Portal, or any content on it, will always be available or be uninterrupted. Niro may suspend, withdraw, discontinue or change all or any part of the Portal without notice. We will not be liable to you if for any reason if the Portal is unavailable at any time or for any period.
1.9               A minimum delivery charge is applicable for order below 2 pallets.
2.                 User Obligations
Username and Password
2.1               You are responsible for:
(a)                maintaining the confidentiality of your username and password;
(b)               any and all transactions by persons whom you give access to or that otherwise use this username and password; and
(c)                any and all consequences of use of misuse of this username and password. You agree to notify us immediately of any unauthorized use of its username or password or any other breach of security regarding the Portal of which you have knowledge of.
Use of Portal
2.2               Without limitation, you undertake not to use or permit anyone else to use the Portal:
(a)                to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
(b)               for a purpose other than which we have designed them or intended the Portal to be used; and
(c)                for any fraudulent purpose.
2.3               The following uses of the Portal are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:
(a)                resell the Portal or your access to the Portal;
(b)               [furnish false data including false names, addresses and contact details and false bank details;]
(c)                attempt to circumvent our security or network including accessing data not intended for you, or probe the security of other networks (such as running a port scan);
(d)               access the Portal in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large burden on our infrastructure or that otherwise interrupts or interferes with its functionality, efficiency or operation;
(e)               execute any form of network monitoring which will intercept data not intended for you;
(f)                 enter into fraudulent interactions or transactions (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
(g)                use the Portal (or any relevant functionality of either of them) in breach of these terms of use;
(h)               use in an unauthorized manner, or forge, mail header information;
(i)                  engage in any unlawful or criminal activity in connection with the use of the Portal;
3.                 Disclaimers
3.1               Niro endeavours to operate the Portal with reasonable care and skill. We are not liable for errors or omissions if we have complied with our obligation to operate the Portal with reasonable care and skill. We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them.
3.2               We do not give any warranty that the Portal is free from viruses or anything else which may have a harmful effect on any technology.
3.3               Although we will try to allow uninterrupted access to the Portal, access to the Portal may be suspended, restricted or terminated at any time. Your access to the Portal may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We also reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of these terms of use.
4.                 [Data Protection
4.1               Niro may collect your personal information or personal information of your employees in order to provide you with access to the Portal. Where Niro collects and processes personal information, such collection and processing are subject to Niro's Privacy Policy, which forms part of these terms of Use.
5.                 Intellectual Property Rights
5.1               Niro grants you a limited, personal, nontransferable, nonexclusive, revocable license to access and use the Portal pursuant to these terms of use and to any additional terms and policies set forth by Niro.  All Intellectual Property Rights in the Portal, materials, information and content on the Portal accessed as part of the Portal, any database operated by us, all the Portal design, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code and software (including applets and scripts), and all their selection, coordination, arrangement and enhancement shall remain Niro's property (or that of Niro's licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.
5.2               None of the material listed in section clause 5.1 above, in whole or in part, may be reproduced, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without the prior express written permission of the Niro Ceramic Group or the copyright owner, except as otherwise expressly stated under copyright law. Further, you shall not analyse, decompile or reverse engineer or cause a third party to analyse, decompile or reverse engineer the Portal or any part of the Portal for any purpose.
5.3               You may, however, retrieve and display the content of the Portal on a computer screen, [store such content in electronic form (but not on any server or other storage device connected to a network)]. You may not otherwise reproduce, modify, copy, distribute, display, perform or use for commercial purposes any of the materials, information or content on the Portal without our permission.  If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted by law, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.  In addition, you may not make any use that exceeds or violates these terms of use. 
5.4               "Niro", the Niro logos and variations thereof found on the Portal are trademarks owned by the Niro Ceramic Group and all use of these marks inures to the benefit of the Niro Ceramic Group. Other marks on the Portal not owned by the Niro Group may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of the Niro Ceramic Group unless otherwise stated, or may be the property of their respective owners. You may not use the Niro Ceramic Group's names, logos, trademarks or brands without the Niro Ceramic Group's express permission.
5.5               Title, ownership rights and Intellectual Property Rights in and to the content accessed using the Portal is the property of Niro. These terms of use gives you no rights to such content except for the licenses granted herein.
5.6               Any material you transmit or post or submit to the Portal (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary, subject to our obligations under data protection legislation and subject to any payment details you provide for the purpose of making a payment. If for some reason, any part of that statement does not work as a matter of law, then for anything which you supply to us from whatever source (i.e., via email, the Portal or otherwise) you grant us a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, transferrable, non-exclusive right to use, copy, modify, adapt, translate, publish, distribute, display and perform world-wide any such material, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you, for the purpose of operating and providing you with access to the Portal.
5.7               For the purposes of clause 5, "Intellectual Property Rights" means means any patents, know-how, trade secrets and other confidential information, copyright (including without limit all such rights in computer software and any databases), registered and unregistered trademarks (including without limit any trade, brand or business names and any distinctive smells or sounds used to differentiate goods and services), domain names, registered and unregistered designs, layout-designs of integrated circuits, geographical indications and plant varieties (in each case for the full period thereof and all extensions and renewals thereof), applications to register any of the aforesaid items (including the right to so apply) licences relating to any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, and rights to sue for passing off, or other similar industrial or commercial right.
6.                 Confidentiality
6.1               To the extent that any technical, financial, strategic and other proprietary and confidential information relating to Niro's business, operations and properties ("Confidential Information") are disclosed to you by Niro, you agree not to use such Confidential Information for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential information to third parties.
6.2               You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Niro's Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Niro with regard to any confidential information which you can prove: (a) was in the public domain at the time it was disclosed by Niro or has entered the public domain through no fault of yours; (b) was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with the prior written approval of Niro; (d) becomes known to you, without restriction, from a source other than Niro without breach of these terms of use by you and otherwise not in violation of Niro’s rights; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Niro to enable Niro to seek a protective order or otherwise prevent or restrict such disclosure.
7.                 Suspension and Termination
7.1               If you use (or anyone other than you with your permission uses) the Portal in contravention of these terms of use, we may suspend your access to and use of the Portal (in whole or in part).
7.2               If we suspend the Portal, we may refuse to restore the Portal until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of these terms of use.
7.3               Niro shall fully co-operate with any law enforcement authorities or court order requesting or directing Niro to disclose the identity or locate anyone in breach of these terms of use.
7.4               Without limitation to anything else in this clause 7, Niro shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Portal; ii) suspend your use of the Portal; iii) suspend the use of the Portal for persons we believe to be connected (in whatever manner) to user; and/or iv) terminate these terms of use immediately if:
(a)                you commit any breach of these terms of use;
(b)               we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms of use; or
(c)                we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.
7.5               Notwithstanding anything else in this clause 7, we may terminate these terms of use at any time.
7.6               Our right to terminate these terms of use shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
8.                 Limitation of Liability
8.1               In no event shall Niro, its officers, directors, employees, or agents, be liable to you for any damages of any kind arising out of or in connection with the use of the Portal. This is a comprehensive limitation of liability which applies to all damages of any kind, including but not limited to direct, indirect, incidental, special, punitive, or consequential damages, loss of data, income or profit, and claims of third parties whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Portal, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Portal, (iv) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Portal by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Portal, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by Malaysian law.
8.2               To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the  Portal or any content on it, whether express or implied.
9.                 Indemnity
You will defend, indemnify and hold harmless Niro, its officers, directors, and employees against all damages, losses, penalties, compensations, expenses(including reasonable attorney fees), claims and liabilities caused by (i) your act, omission, default or negligence of and/or your employees and representatives arising from or relating to the Portal; (ii) your violation of these terms of use, your violation of the law or the rights of a third party; or (iii) your acts of fraud or misrepresentation.
10.             Miscellaneous
10.1           Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under these terms of use. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under these terms of use to any person.
10.2           Events beyond our reasonable control: We shall not be liable for any breach of our obligations under these terms of use where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control.
10.3           No waiver: No waiver by us of any default of yours under these terms of use shall operate or be construed as a waiver by us of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your Liability under these terms of use.
10.4           Notices: Unless otherwise stated within these terms of use, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you have supplied to us or to us at our registered office in Lot 2, Persiaran Sultan, Seksyen 15, 40200 Shah Alam, Selangor, Malaysia.
10.5           Survival: In any event, the provisions of sections 3, 5, 6 8, 9 and 10.6 of these terms of use, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the terms of use. In the event you use the Portal again, then the provisions of the terms and conditions that then apply will govern your re-use of the Portal.
10.6           Severability: If any provision or part-provision of these terms of use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms of use.
10.7           Independence: Nothing in these terms of use or any arrangement contemplated by it shall: (i) be construed as creating a joint venture or partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party (except as expressly provided in these terms of use) or impose any obligation on it to the benefit of any third party; or (ii) constitute either party as the commercial agent of the other.
10.8           Governing law: These terms of use (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with the laws of Malaysia.
10.9           Dispute Resolution
The parties shall attempt in good faith to resolve any dispute relating to these terms of use between the highest ranking representatives of each party.
In the event that the dispute cannot be resolved between the parties’ representatives as set out above, the dispute shall be referred to and finally resolved by the competent courts in Malaysia.