Terms & Conditions

1. Definitions

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

• "Agreement" — these Terms & Conditions together with any engagement letter, proposal, or service order agreed between the parties.
• "We", "Us", "Our" — Suria Advisory, a business advisory firm registered in Malaysia and operating from 27 Jalan SS 21/35, Damansara Utama, 47400 Petaling Jaya, Selangor.
• "Client", "You", "Your" — the organisation, entity, or individual engaging Suria Advisory for advisory services.
• "Services" — the advisory, facilitation, and consulting engagements described in Section 3 and in any applicable engagement letter.
• "Deliverables" — written notes, reports, policy drafts, use-case portfolios, or other documents produced by Suria Advisory in the course of an engagement.
• "Confidential Information" — any non-public information shared by either party in the course of an engagement, whether marked confidential or reasonably understood to be so.

2. Acceptance of Terms

By engaging Suria Advisory — whether through a signed engagement letter, a written confirmation of services, or payment of an invoice — you confirm that:

• You have read and understood these Terms & Conditions in full.
• You are at least 18 years of age, or are acting on behalf of a duly authorised legal entity.
• You have the legal authority to enter into a binding agreement on behalf of your organisation.
• You accept these terms as governing the engagement between you and Suria Advisory.

If you do not agree with any part of these terms, we ask that you do not proceed with an engagement and instead contact us to discuss your concerns before work begins.

3. Service Description

Suria Advisory provides advisory and facilitation services to organisations in Malaysia considering the adoption of artificial intelligence in their operational work. Our current service offerings are:

Services are delivered in English and are currently available to organisations operating within Malaysia. Remote and on-site delivery are offered subject to prior arrangement.

4. Client Responsibilities

A productive engagement depends on reasonable cooperation from both parties. You agree to:

• Provide accurate, timely, and sufficiently complete information relevant to the engagement scope.
• Make available appropriate personnel — including relevant leadership or subject-matter staff — for agreed sessions and consultations.
• Review and respond to drafts or questions within a timeframe that does not unreasonably delay the engagement.
• Use Deliverables only for the internal purposes for which they were prepared, unless otherwise agreed in writing.
• Refrain from using our Deliverables in any way that misrepresents our findings or attributes positions to us that we have not taken.
• Comply with all applicable Malaysian laws and regulations in connection with your use of our services.

5. Intellectual Property

Upon full payment of agreed fees:

• All Deliverables produced for your specific engagement become your property for internal use.
• Any frameworks, methodologies, templates, or analytical approaches that Suria Advisory brings to the engagement remain the intellectual property of Suria Advisory.
• You are granted a non-exclusive, non-transferable licence to use Deliverables internally. This licence does not extend to onward sale, sublicensing, or publication without written consent.
• Suria Advisory retains the right to reference the fact of an engagement (without disclosing confidential content) for professional development or reputational purposes, unless you request otherwise in writing.

6. Payment Terms

• All fees are quoted and payable in Malaysian Ringgit (RM).
• An invoice will be issued at the commencement of each engagement, or as otherwise specified in the engagement letter.
• Payment is due within 14 calendar days of the invoice date, unless otherwise agreed.
• Accepted payment methods will be confirmed in the engagement letter.
• Late payment may result in a pause to engagement activities. We will communicate this clearly before taking such action.
• Cancellation: Cancellations made more than 5 business days before the commencement of an engagement are entitled to a full refund. Cancellations within 5 business days may be subject to a fee covering preparatory work already completed. Workshop cancellations less than 48 hours in advance are non-refundable.

7. Engagement Terms

• Each engagement is governed by these Terms alongside a specific engagement letter or proposal accepted by you.
• Scope changes requested during an engagement will be discussed and, if material, documented in a written amendment before work proceeds.
• Suria Advisory operates as an independent adviser. We do not act as your employee or agent, and our Deliverables do not constitute legal, financial, or regulatory advice.
• Expected timelines and session schedules will be outlined in the engagement letter. Reasonable adjustments may be needed if either party is unable to meet agreed timings; we ask for as much notice as possible.

8. Confidentiality

Both parties acknowledge that the nature of advisory work involves the exchange of sensitive organisational information. Accordingly:

• Each party agrees to hold the other's Confidential Information in reasonable confidence, using no less care than it applies to its own confidential materials.
• Confidential Information may not be disclosed to third parties without the disclosing party's written consent, except as required by law.
• These obligations survive the termination of any engagement for a period of three years.
• Information already in the public domain, or which becomes public through no breach of this Agreement, is not subject to these obligations.

9. Disclaimers

• Our services are provided on the basis of the information made available to us. The quality of our Deliverables is necessarily shaped by the completeness and accuracy of information you share.
• Suria Advisory provides advisory opinions, not predictions. Our assessments represent considered professional judgement, not assurances of specific commercial, technical, or regulatory outcomes.
• We do not represent any AI vendor, platform provider, or technology company. Our recommendations are formed independently.
• Nothing in our Deliverables constitutes legal, financial, regulatory, or accounting advice. You should seek qualified professional advice in those domains as appropriate.

10. Limitation of Liability

• To the fullest extent permitted by Malaysian law, Suria Advisory's total liability arising from any engagement — whether in contract, tort, or otherwise — is limited to the fees paid by you for that specific engagement.
• We shall not be liable for indirect, consequential, special, or incidental losses, including loss of revenue, loss of data, or reputational damage, whether or not we were advised of the possibility of such losses.
• Force majeure: neither party shall be liable for delays or failures caused by circumstances outside their reasonable control, including but not limited to natural events, regulatory changes, or communications infrastructure failures.

11. Indemnification

You agree to indemnify and hold Suria Advisory harmless from any claims, losses, damages, or costs (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of our Deliverables in a manner contrary to the licence granted; or (c) any misrepresentation of our findings to third parties.

12. Termination

• Either party may terminate an ongoing engagement by providing written notice. The notice period and any applicable fees for work completed to date will be addressed in the engagement letter.
• Suria Advisory reserves the right to terminate an engagement immediately if it becomes aware that its Deliverables are being used for unlawful purposes or in material breach of these Terms.
• Upon termination, any Deliverables completed and paid for remain available to you; work in progress may be shared at our discretion.
• Sections 5, 8, 9, 10, 11, and 13 survive termination.

13. Dispute Resolution

• These Terms are governed by the laws of Malaysia.
• In the event of any dispute arising from an engagement, the parties agree to first seek resolution through good-faith direct discussion. We believe most matters can be addressed through honest conversation.
• If direct discussion does not resolve the matter within 30 days, either party may refer the dispute to mediation under the rules of the Malaysian Mediation Centre before initiating legal proceedings.
• Any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Malaysia.

14. General Provisions

• Entire Agreement: These Terms, together with any engagement letter, constitute the entire agreement between the parties and supersede all prior discussions, representations, or understandings.
• Severability: If any provision is found to be unenforceable, the remaining provisions continue in full effect.
• Waiver: Failure to enforce any provision at any time does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under this Agreement without our prior written consent. We may engage qualified sub-contractors where appropriate.
• Notices: Formal notices should be directed to the contact details in Section 16 and will be effective upon confirmation of receipt.

15. Changes to Terms

We may update these Terms from time to time. When we do:

• The revised Terms will be published on our website with an updated effective date.
• For ongoing engagements, we will notify you directly of any material changes before they take effect.
• Continued engagement after the effective date of revised Terms constitutes acceptance. If you disagree with changes, please contact us to discuss.

16. Contact

Questions about these Terms may be directed to: