Terms & Conditions

01

Definitions

Throughout this document, the following terms carry the meanings assigned below:

• "Agreement" — these Terms & Conditions together with any engagement letter, proposal, or statement of work issued by Gemilang Forge.
• "We / Us / Our" — Gemilang Forge, a consultancy operating from Jalan Tunku Abdul Rahman 142, 50100 Kuala Lumpur, Malaysia.
• "Client / You / Your" — the individual, company, or organisation that engages Gemilang Forge for services.
• "Services" — any consultancy, advisory, co-build, or retainer engagement offered by Gemilang Forge, including Foundation Mapping, Capability Co-build, and Stewardship Retainer services.
• "Deliverables" — written reports, briefing documents, diagrams, technical documentation, and other outputs produced during an engagement.
• "Confidential Information" — any non-public information disclosed by either party during the course of an engagement.
• "Engagement Letter" — a written document issued prior to commencement that specifies scope, timeline, pricing, and any special conditions for a particular engagement.

02

Acceptance of Terms

By engaging Gemilang Forge — whether by signing an Engagement Letter, making a payment, or requesting that work commence — you confirm that:

• You are at least 18 years of age and have legal capacity to enter a binding agreement.
• If acting on behalf of an organisation, you have the authority to bind that organisation.
• You have read, understood, and accept these Terms & Conditions.
• You agree to provide accurate information necessary to perform the services.

If you do not accept any part of these terms, please contact us before proceeding.

03

Service Description

Gemilang Forge provides AI business integration consultancy to organisations operating in Malaysia and the wider Southeast Asian region. Our three core service types are:

Service availability is subject to our capacity at the time of enquiry. We will inform you of any scheduling constraints before confirming an engagement.

04

Engagement Process

All engagements follow a structured process to ensure clarity before work begins:

1. Initial enquiry — you contact us via the website or telephone to describe your situation and the service of interest.
2. Scoping conversation — we hold a brief call to clarify needs, answer questions, and confirm suitability.
3. Engagement Letter — we issue a written letter detailing scope, timeline, fees, and responsibilities. This letter, together with these Terms & Conditions, forms the basis of our agreement.
4. Commencement — work begins upon receipt of the agreed initial payment and signed acknowledgement of the Engagement Letter.

Material changes to scope during an engagement will be documented in writing and may affect fees and timelines.

05

Client Responsibilities

The value of our work depends substantially on your participation. You agree to:

• Provide accurate, complete, and timely information relevant to the engagement.
• Make relevant staff available for conversations and reviews as agreed.
• Review and provide feedback on draft deliverables within the timelines set out in the Engagement Letter.
• Inform us promptly of any changes in circumstances that may affect the engagement.
• Ensure that any information shared with us does not infringe the rights of third parties.
• Use the Services and Deliverables only for lawful business purposes.

Delays caused by late or incomplete provision of information may extend timelines. We will communicate such impacts to you as they arise.

06

Intellectual Property

Our materials. Gemilang Forge retains ownership of all methodologies, frameworks, templates, and proprietary tools used in delivering the Services. These are licensed to you on a limited, non-exclusive, non-transferable basis solely for your internal business use during and after the relevant engagement.

Deliverables. Upon full payment of all fees, ownership of the bespoke Deliverables produced for your engagement transfers to you. This transfer does not include the underlying frameworks and methodologies referenced above.

Your materials. You retain all rights to information, data, and documents you provide to us. You grant us a limited licence to use such materials solely for the purpose of performing the Services.

Restrictions. You may not sub-license, resell, or distribute Deliverables to third parties without our prior written consent.

07

Payment Terms

Fees are as published on our website and confirmed in your Engagement Letter. Current published fees are:

All fees are in Malaysian Ringgit (RM) and exclusive of applicable taxes unless stated otherwise. Payment is accepted by bank transfer. Details are provided in the Engagement Letter.

Payment schedule. A deposit of 50% is due before commencement. The remaining balance is due upon completion, unless an alternative schedule is agreed in writing.

Late payment. Overdue invoices may incur a late charge of 1.5% per month on the outstanding balance. We reserve the right to pause work on active engagements where payment is more than 14 days overdue.

Refunds. Where an engagement is cancelled by the client after work has commenced, fees for completed work are non-refundable. Deposits are non-refundable unless we cancel the engagement. We will assess each situation with care and aim to reach a fair resolution.

08

Confidentiality

Each party agrees to keep the other's Confidential Information private and to use it only for the purposes of the engagement. This obligation applies during the engagement and for three years following its conclusion.

Confidentiality obligations do not apply to information that:

• Was already in the public domain at the time of disclosure.
• Becomes public through no fault of the receiving party.
• Was independently developed without reference to the disclosed information.
• Is required to be disclosed by law, regulation, or court order — in which case the disclosing party will provide advance notice where possible.

09

Disclaimers

Our Services are provided as professional advisory work. We draw on careful observation and considered judgement; however, we make no representations that any particular outcome will result from following our recommendations.

Specifically:

• AI integration outcomes depend on many factors outside our control, including your organisation's existing systems, staff readiness, and vendor performance.
• Our Deliverables reflect conditions at the time of the engagement and may require revisiting as circumstances change.
• We do not provide legal, accounting, tax, or regulatory compliance advice. Where those disciplines are relevant, you should engage qualified professionals in those fields.
• Technology tools and AI capabilities evolve. Recommendations made during an engagement may need updating as the technology landscape shifts.

10

Limitation of Liability

To the extent permitted by Malaysian law, our total liability to you arising from or in connection with any engagement shall not exceed the total fees paid by you for that specific engagement.

We shall not be liable for:

• Indirect, consequential, or incidental losses.
• Loss of profit, revenue, data, or business opportunity.
• Losses arising from your reliance on third-party vendors or tools recommended during an engagement.
• Delays or failures caused by circumstances beyond our reasonable control (force majeure), including natural events, government action, or infrastructure failure.

Nothing in these terms limits liability for fraud, death, or personal injury caused by our negligence.

11

Indemnification

You agree to indemnify and hold Gemilang Forge, its advisers, and associated persons harmless from any claims, costs, or damages arising from: (a) your breach of this Agreement; (b) your use of the Deliverables in a manner not contemplated by the engagement; or (c) inaccurate or misleading information you provided during the engagement. This indemnity is subject to us promptly notifying you of any claim and allowing you reasonable opportunity to respond.

12

Termination

By you. You may withdraw from an engagement at any time by written notice. Fees for work already completed are payable in full. Any deposit paid is non-refundable.

By us. We may suspend or close an engagement if: (a) fees remain unpaid beyond 30 days of the due date; (b) you provide materially false information; (c) continuation would require us to act unlawfully or contrary to professional standards; or (d) the engagement becomes unviable through circumstances outside our reasonable control.

Survival. Clauses on Intellectual Property, Confidentiality, Payment, Limitation of Liability, Indemnification, and Dispute Resolution survive termination.

13

Dispute Resolution

Governing law. This Agreement is governed by the laws of Malaysia, including the Contracts Act 1950 and applicable consumer protection legislation.

Jurisdiction. Any disputes that cannot be resolved informally will be subject to the exclusive jurisdiction of the courts of Malaysia.

Informal resolution. Before commencing formal proceedings, both parties agree to make a genuine effort to resolve the matter through direct discussion. One party should notify the other in writing of the issue, and both parties will endeavour to reach a resolution within 30 days.

Mediation. If informal resolution fails, either party may request mediation through an accredited Malaysian mediation service before pursuing court proceedings.

14

General Provisions

• Entire Agreement. This Agreement, together with any Engagement Letter, constitutes the entire agreement between the parties and supersedes prior discussions on the same subject.
• Severability. If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary; the remaining provisions continue in full force.
• Waiver. Failure to enforce any provision does not constitute a waiver of future rights under that provision.
• Assignment. You may not assign your rights under this Agreement without our prior written consent. We may assign our obligations to an appropriately qualified successor with reasonable notice.
• Notices. Formal notices should be sent by email to [email protected] or by post to our registered address.

15

Changes to Terms

We may revise these Terms & Conditions periodically. Changes will be posted on this page with an updated "Last Updated" date. For ongoing engagements, material changes will be communicated directly by email with a minimum of 14 days' notice before taking effect.

Continued engagement with our services after a change becomes effective constitutes acceptance of the revised terms. If you do not agree with a material change, you may close an ongoing Stewardship Retainer with written notice prior to the effective date.

16

Contact Information

For questions about these Terms & Conditions, or to raise a concern, please reach us through: