Terms & Conditions

1. Definitions

• "Agreement" — these Terms and Conditions together with any engagement letter or scope document issued by Mentari Consult.
• "We / Us / Our" — Mentari Consult, a business registered and operating in Penang, Malaysia.
• "You / Client" — the individual, company, or organisation engaging Mentari Consult's advisory services.
• "Service" — the cloud migration advisory engagements described in the scope document, including Cloud Readiness Conversation, Multi-Cloud Architecture Advisory, and Migration Path Workshop.
• "Deliverables" — written documents, reports, and advisory materials produced by Mentari Consult during an engagement.
• "Content" — any materials, data, documentation, or information provided by the Client to Mentari Consult in connection with the Service.

2. Acceptance of Terms

This Agreement is formed when you engage Mentari Consult's services, whether by signing an engagement letter, making payment, or communicating written acceptance of a proposal. By accepting, you confirm that:

• You are at least 18 years of age or have the legal authority to act on behalf of your organisation.
• You have the capacity to enter into a binding agreement under Malaysian law.
• The information you have provided to us is accurate and complete.

3. Service Description

Mentari Consult provides independent cloud migration advisory services. Our engagements are advisory in nature — we do not implement, operate, or manage cloud infrastructure. Services are available to organisations operating in Malaysia, with remote delivery available for clients elsewhere.

The specific scope, duration, and deliverables of each engagement are set out in an individual scope document issued prior to commencement. Where any conflict exists between these Terms and a scope document, the scope document takes precedence for that specific engagement.

4. User Responsibilities

To allow us to carry out our work effectively, you agree to:

• Provide accurate, complete, and timely information about your systems, organisation, and requirements.
• Make relevant personnel available for sessions, interviews, and workshops as agreed.
• Notify us promptly of any material changes to your environment or requirements during an engagement.
• Use our deliverables only for the internal purposes for which they were prepared.
• Not share our deliverables with third parties without prior written consent, except with your own professional advisers under obligations of confidence.

Prohibited activities include using our deliverables to misrepresent our views, publishing or distributing our work commercially, or using our work in regulatory submissions without our written approval.

5. Intellectual Property

All methodologies, frameworks, templates, and processes used by Mentari Consult remain the intellectual property of Mentari Consult. Deliverables prepared for you during an engagement are owned by you upon full payment, subject to the restrictions in Section 4.

We retain the right to use anonymised, non-identifying aspects of our engagement work for the purpose of improving our methodologies or training materials, provided no confidential client information is disclosed.

6. Payment Terms

Fees for each engagement are stated in the scope document and denominated in Malaysian Ringgit (RM). Unless otherwise agreed:

• A 50% deposit is due upon acceptance of the scope document to confirm the engagement.
• The remaining balance is due upon delivery of the final deliverable.
• Payment may be made by bank transfer to the account details provided on our invoice.
• Invoices are payable within 14 days of issue.

Refunds: If you cancel an engagement before it commences, the deposit is non-refundable. If Mentari Consult is unable to commence due to our own circumstances, the deposit will be returned in full within 14 days.

7. Advisory Scope & Delivery

Our services are advisory. We do not guarantee specific technical outcomes, cloud provider selections, or migration results. Any recommendation we make is based on the information available to us at the time of the engagement and the state of the market at that point.

Scope changes during an engagement must be agreed in writing. Where additional work is requested beyond the agreed scope, we will issue a revised scope document and the additional work will not commence until agreed.

8. Disclaimers

Our services are provided on an "as is" basis with regard to the completeness of market and technical information available. We make no representations or warranties about:

• The future performance of any cloud platform or vendor.
• The accuracy of third-party pricing or commercial terms.
• Regulatory or compliance outcomes arising from implementing our recommendations.

Our work does not constitute legal, financial, tax, or regulatory advice. Where such advice is needed, we recommend you engage appropriately qualified professionals.

9. Limitation of Liability

To the fullest extent permitted by Malaysian law, Mentari Consult's total liability to you under or in connection with an engagement shall not exceed the total fees paid for that engagement.

We shall not be liable for any indirect, consequential, incidental, or special loss, including loss of profit, loss of business, or loss of data, arising from or in connection with our services.

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

10. Indemnification

You agree to indemnify and hold harmless Mentari Consult and its personnel against any claims, damages, losses, or expenses (including legal costs) arising from your breach of these Terms, your misuse of our deliverables, or any inaccurate or incomplete information you provided to us during an engagement.

11. Termination

Either party may terminate an engagement by providing written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of notice.

Upon termination, you remain liable for fees corresponding to work completed up to the date of termination. Sections covering IP, liability, indemnification, and dispute resolution survive termination.

12. Dispute Resolution

These Terms are governed by the laws of Malaysia. The courts of Malaysia shall have exclusive jurisdiction over any dispute arising under or in connection with this Agreement.

Before commencing formal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct discussion at senior level for a period of at least 30 days. If unresolved, either party may refer the matter to mediation under the Kuala Lumpur Regional Centre for Arbitration (KLRCA) rules before pursuing court proceedings.

13. General Provisions

• Entire Agreement: These Terms, together with the relevant scope document, constitute the entire agreement between the parties regarding the engagement.
• Severability: If any provision is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights to a successor entity.
• Notices: Notices under these Terms must be in writing and delivered by email to the address confirmed in the engagement letter.

14. Changes to Terms

We may update these Terms from time to time. Updated Terms will be published on our website with a revised date. Where changes are material, we will notify active clients by email. Continued engagement with our services following notification constitutes acceptance of the updated Terms.

15. Contact Information

For questions about these Terms, please contact: