Terms & Conditions

1. Introduction

Welcome to Upahly("Platform", "we", "us", or "our"), a gig worker matching and project management platform operated by Sirca Sdn Bhd (Company No. 1414245-H), a company incorporated under the laws of Malaysia with its registered address at Cyberjaya, Malaysia.

By accessing, browsing, or using the Platform at upahly.com or any related services, you ("User", "you", or "your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, please do not use the Platform.

These Terms are governed by and construed in accordance with the laws of Malaysia, including but not limited to the Contracts Act 1950, the Consumer Protection Act 1999, the Electronic Commerce Act 2006, and the Personal Data Protection Act 2010 ("PDPA").

2. Definitions

• "Talent" means a registered individual who offers gig work services through the Platform.
• "Client" means a registered individual or entity that posts tasks and engages Talent through the Platform.
• "Task" means a gig, project, or scope of work posted by a Client on the Platform.
• "Match" means the AI-generated recommendation connecting a Talent to a Task based on semantic similarity and skill relevance.
• "Personal Data" has the meaning ascribed to it under Section 4 of the Personal Data Protection Act 2010 (Act 709).
• "Services" means all features, tools, and functionalities provided through the Platform.

3. Eligibility

1. You must be at least 18 years of age to register and use the Platform, in accordance with the Age of Majority Act 1971 (Act 21) of Malaysia.
2. If you are registering on behalf of a company or entity, you represent and warrant that you have the legal authority to bind such entity to these Terms.
3. You must provide accurate, current, and complete information during registration and keep your account details up to date.
4. Non-Malaysian users may use the Platform subject to compliance with their local laws. However, disputes shall be governed by Malaysian law.

4. Account Registration & Security

1. You are required to create an account using a valid email address and a secure password. You may register as a Talent, Client, or both (dual-role).
2. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
3. You must notify us immediately at support@upahly.com if you suspect any unauthorised access or breach of your account.
4. We reserve the right to suspend or terminate any account that violates these Terms or is involved in fraudulent or unlawful activity.

5. Platform Services

The Platform provides the following Services:

1. AI-Powered Talent Matching — Semantic search using vector embeddings to match Talent to Tasks based on skills, experience, and relevance.
2. AI Project Planner — Automated project plan generation including task breakdown, skill requirements, time estimates, and budget forecasting.
3. Profile & Document Management — Upload and manage resumes, portfolios, certifications, and project files.
4. Task Posting & Management — Clients post, manage, and track gig tasks through the Platform.
5. Reviews & Ratings — Bidirectional review system where Talent and Clients rate each other upon task completion.
6. Email Notifications — Transactional emails for task assignments, match notifications, and account activity.

We reserve the right to modify, update, or discontinue any feature of the Platform at our sole discretion, with reasonable notice where practicable.

6. User Obligations

By using the Platform, you agree:

1. Not to provide false, misleading, or inaccurate information in your profile, tasks, or reviews.
2. Not to use the Platform for any unlawful purpose or activity prohibited under Malaysian law.
3. Not to upload content that is defamatory, obscene, offensive, or infringes upon the intellectual property rights of any third party.
4. Not to attempt to gain unauthorised access to other users' accounts, the Platform's systems, or any connected networks.
5. Not to engage in spam, phishing, or any form of unsolicited communication through the Platform.
6. Not to use automated bots, scrapers, or other tools to access or extract data from the Platform without prior written consent.
7. To comply with all applicable Malaysian laws, including the Computer Crimes Act 1997 and the Communications and Multimedia Act 1998.

7. Relationship Between Talent and Clients

1. The Platform serves as an intermediary marketplace. We facilitate connections between Talent and Clients but are not a party to any contract, agreement, or engagement formed between them.
2. Talent are independent contractors and not employees, agents, or representatives of Upahly or any Client. Nothing in these Terms shall be construed to create an employment relationship.
3. Clients are solely responsible for defining the scope, timeline, and compensation for Tasks. Talent are solely responsible for the quality and timely delivery of their work.
4. Upahly is not responsible for any conflict, disagreement, dispute, or claim arising between Talent and Clients. This includes but is not limited to disputes over payment, quality of work, scope changes, timelines, intellectual property ownership, or breach of agreement between users.
5. If any dispute between Talent and Clients results in legal proceedings (including court action, arbitration, or mediation), Upahly shall bear no liability or responsibility whatsoever, and no legal costs, damages, claims, or expenses incurred by either party shall be borne by or recoverable from Upahly.
6. Upahly shall not be named as a party, co-defendant, third party, or interested party in any legal proceedings between Talent and Clients. Any attempt to implead Upahly in such proceedings shall be contested and all associated legal costs may be recovered from the party that initiated such action.

7.2 Optional Legal Protection Service

Upahly may offer an optional Legal Protection Service as an add-on during Task, Job, or Project creation. This service operates as follows:

1. The Legal Protection Service connects users with independent third-party legal professionals who are not employees or agents of Upahly.
2. If selected and paid for at the time of Task or Project creation, the Legal Protection Service may provide access to mediation, legal consultation, and dispute resolution support between Talent and Clients.
3. The scope, terms, and fees of the Legal Protection Service will be clearly disclosed before selection. Upahly acts solely as a facilitator connecting users with legal professionals and does not provide legal advice directly.
4. Without the Legal Protection Service, users are solely responsible for resolving their own disputes and bearing all associated legal costs.
5. Even where the Legal Protection Service is selected, Upahly's role remains that of a platform facilitator. Upahly does not guarantee any outcome of dispute resolution or legal proceedings.

8. Payment Terms

1. Payment terms, rates, and methods are agreed upon directly between the Client and Talent. The Platform may facilitate payment processing through integrated third-party payment gateways in the future.
2. All fees and charges displayed on the Platform are in Malaysian Ringgit (MYR) unless otherwise stated.
3. Upahly may charge a service fee or commission on transactions processed through the Platform. Any applicable fees will be clearly disclosed before you commit to a transaction.
4. Users are responsible for their own tax obligations. Talent operating in Malaysia are advised to comply with the Income Tax Act 1967 and register with the Inland Revenue Board of Malaysia (LHDN) as applicable.

9. Intellectual Property

1. All content, trademarks, logos, UI design, source code, AI algorithms, and technology underlying the Platform are the exclusive property of Sirca Sdn Bhd and are protected under the Copyright Act 1987, the Trademarks Act 2019, and applicable intellectual property laws of Malaysia.
2. Users retain ownership of content they upload (resumes, portfolios, project briefs). By uploading, you grant Upahly a non-exclusive, worldwide, royalty-free licence to host, display, and process such content solely for the purpose of providing the Services.
3. AI-generated project plans and task suggestions are tools to assist decision-making. Users acknowledge that AI output may require human review and validation before use.

11. AI-Powered Features & Automated Processing

1. The Platform uses artificial intelligence and machine learning algorithms to generate talent matches, project plans, skill assessments, and recommendations.
2. AI-generated outputs are advisory in nature only and should not be treated as professional, legal, financial, or any other form of expert advice. Users are solely responsible for reviewing and validating all AI-generated content before acting upon it.
3. AI-generated information may be inaccurate, incomplete, outdated, or misleading.Artificial intelligence systems may produce outputs that appear plausible but contain factual errors, omissions, or fabricated information (commonly known as "hallucinations"). Upahly makes no warranty or representation as to the accuracy, reliability, or completeness of any AI-generated content.
4. We do not guarantee the accuracy, completeness, or suitability of AI-generated matches, project plans, or recommendations. Match scores are based on algorithmic analysis and may not reflect all relevant factors.
5. Users must exercise independent judgement and carry out their own due diligence before making any decisions based on AI-generated outputs, including but not limited to hiring decisions, project scoping, pricing, timelines, and skill assessments.
6. Upahlyshall not be liable for any loss, damage, cost, or consequence arising from any user's reliance on AI-generated information, whether directly or indirectly.
7. AI models and algorithms used by the Platform may be updated, modified, or replaced from time to time, which may affect the quality, style, or nature of AI-generated outputs without prior notice.
8. In compliance with PDPA principles, you may request human review of any automated decision that significantly affects you by contacting support@upahly.com.

12. Document Upload & Storage

1. Users may upload documents including resumes, portfolios, certifications, project briefs, and profile photos to the Platform.
2. File size limits apply: resumes (10 MB), portfolios (20 MB), project files (20 MB), and avatars (5 MB). Only permitted file types are accepted.
3. You represent and warrant that you have the legal right to upload all documents and that they do not infringe upon any third-party rights.
4. Documents marked as "private" are accessible only to you and authorised Platform administrators. Documents marked as "public" may be viewed by other registered users.
5. We implement per-user folder isolation and Row Level Security to protect uploaded documents from unauthorised access.

13. Credits & Promotions

1. Upahly may, from time to time, offer promotional credits("Credits") to users. Credits may be awarded through sign-up promotions, referral programmes, marketing campaigns, loyalty rewards, or any other mechanism determined by Upahly at its sole discretion.
2. Credits are not legal tender, are not redeemable for cash, and have no monetary value outside the Platform. Credits may only be applied towards eligible services or fees on the Platform as specified at the time of issuance.
3. All Credits, whether free or awarded, are subject to an expiry date. The expiry period shall be stated at the time of issuance. Expired Credits are automatically forfeited and cannot be reinstated, extended, or refunded.
4. Upahly reserves the right to modify, shorten, or extend the expiry period of Credits at any time, with or without prior notice, at its sole discretion. Changes to the expiry policy shall take effect immediately upon publication on the Platform.
5. Credits are non-transferable between users unless explicitly permitted by Upahly. Any attempt to sell, trade, barter, or transfer Credits outside the Platform is strictly prohibited and may result in account suspension or termination.
6. Upahly reserves the right to revoke, cancel, or adjust Credits at any time if there is reason to believe they were obtained fraudulently, through system errors, or in violation of these Terms.
7. The availability, value, and terms of any promotional Credit programme may be changed, suspended, or discontinued by Upahly at any time without prior notice or liability.
8. Users will be notified of their Credit balance and upcoming expiry dates through the Platform dashboard and, where practicable, by email notification. It is the user's responsibility to monitor and utilise Credits before they expire.
9. In the event of account termination (whether voluntary or by Upahly), all unused Credits shall be immediately forfeited and shall not be refunded or compensated.

14. Reviews & Ratings

1. Users may submit reviews and ratings (1–5 stars) for other users upon completion of a Task.
2. Reviews must be honest, fair, and based on genuine experience. Fake, defamatory, or retaliatory reviews are strictly prohibited.
3. We reserve the right to remove reviews that violate these Terms or applicable Malaysian laws, including the Defamation Act 1957.

15. Limitation of Liability

1. The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by Malaysian law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
2. Upahly shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of or inability to use the Platform.
3. Our total aggregate liability to you for any claims arising out of these Terms or the use of the Platform shall not exceed the total fees paid by you to Upahly in the twelve (12) months preceding the claim, or RM 1,000, whichever is greater.
4. We are not liable for any loss, damage, or disputes arising from engagements between Talent and Clients, including but not limited to non-payment, quality of work, or breach of agreement between users.

16. Indemnification

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

1. Your breach of these Terms.
2. Your violation of any applicable Malaysian law or regulation.
3. Your infringement of any third-party intellectual property or privacy rights.
4. Content you upload or submit through the Platform.
5. Any dispute between you and another user of the Platform.

17. Termination

1. You may terminate your account at any time by contacting us at support@upahly.com.
2. We may suspend or terminate your account immediately, without prior notice, if you breach these Terms or engage in conduct that we reasonably determine to be harmful to the Platform or other users.
3. Upon termination, your right to access the Platform ceases immediately. We will retain or delete your Personal Data in accordance with Section 10.6 of these Terms and the PDPA.
4. Sections 9, 10, 15, 16, 18, and 19 shall survive termination of these Terms.

18. Governing Law & Dispute Resolution

1. These Terms shall be governed by and construed in accordance with the laws of Malaysia.
2. Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiation between the parties.
3. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be referred to and resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia, in accordance with the Arbitration Act 2005 (Act 646).
4. The language of the arbitration shall be English, and the decision of the arbitrator shall be final and binding.
5. Notwithstanding the above, either party may seek injunctive or equitable relief from the courts of Malaysia to protect its intellectual property rights or confidential information.

19. General Provisions

1. Entire Agreement — These Terms, together with our Privacy Policy, constitute the entire agreement between you and Upahly regarding the use of the Platform.
2. Severability — If any provision of these Terms is found to be invalid or unenforceable under Malaysian law, the remaining provisions shall remain in full force and effect.
3. Waiver — Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
4. Assignment — You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
5. Amendments — We reserve the right to amend these Terms at any time. Material changes will be communicated via email or a prominent notice on the Platform at least fourteen (14) days before they take effect. Your continued use of the Platform after such notice constitutes acceptance of the amended Terms.
6. Language — These Terms are drafted in English. In the event of any inconsistency between the English version and any translation, the English version shall prevail.
7. Force Majeure — We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from events beyond our reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.