Terms of Engagement

Section 01

Definitions

Throughout these terms, the following words carry these meanings:

Section 02

Acceptance of Terms

By using this website or engaging our services, you indicate that you have read these terms and are willing to be bound by them. If you do not agree with any part of these terms, please do not proceed with an enquiry or engagement.

Our services are intended for business principals, directors, and senior managers. To engage us, you must be at least 18 years of age and have the authority to bind the entity you represent to a consulting agreement.

We reserve the right to decline any enquiry or proposed engagement at our discretion, without obligation to provide a reason.

Section 03

Service Description

vesperasad offers three consulting engagements focused on cross-border business activity in and around Malaysia and the ASEAN region:

Service availability is subject to our capacity and the nature of the request. We operate primarily in Malaysia with active coverage of the Singapore, Indonesia, Thailand, and Vietnam markets. Engagements outside this scope may be discussed on a case-by-case basis.

Section 04

Your Responsibilities

When using our website or participating in an engagement, you agree to:

• Provide accurate and complete information when making an enquiry or entering an engagement
• Not use our website in any manner that could cause harm, disruption, or unlawful access to systems
• Not reproduce, distribute, or publish our written deliverables without our prior written consent
• Maintain the confidentiality of any proprietary information we share with you in the course of an engagement
• Notify us promptly if any information you have provided to us changes materially

You agree not to use our services for any purpose that would violate the laws of Malaysia or any other applicable jurisdiction.

Section 05

Intellectual Property

All content on this website — including text, layout, graphics, and design — is the property of vesperasad and is protected under Malaysian copyright law. You may not reproduce or adapt it without our written permission.

Written deliverables produced under a consulting engagement are prepared for your use. Upon full payment, we grant you a non-exclusive, non-transferable licence to use those materials for your internal business purposes. Ownership of the underlying methodology, frameworks, and know-how remains with us.

You retain ownership of any background information, documents, or data you share with us for the purpose of an engagement.

Section 06

Payment Terms

Fees for each engagement are as listed on our website and confirmed in writing before work commences. All fees are quoted in Malaysian Ringgit (RM) and are subject to applicable taxes where required by law.

We typically request a 50% deposit at the commencement of an engagement, with the balance due upon delivery of the final deliverable. The specific payment schedule will be confirmed in your engagement letter.

Cancellation: if you wish to cancel an engagement after commencement, we will retain the deposit to cover work completed. Where the engagement has progressed substantially, we may invoice for a reasonable proportion of the total fee, reflecting the work done to that point.

We do not offer refunds on completed deliverables. If you have concerns about the quality of a deliverable, please raise them within 14 days of receipt and we will discuss a fair resolution.

Section 07

Engagement Terms

The following principles apply to all consulting engagements:

• Timelines are estimates made in good faith. Where a delay arises from factors outside our control — including slow access to required information from you — the timeline will adjust accordingly
• Scope changes requested after commencement may require a revised fee. We will discuss this with you before proceeding
• We treat all information shared with us during an engagement as confidential and will not disclose it to third parties without your consent, except as required by law
• Working sessions are conducted via video call or, where appropriate, in person at our George Town office
• Deliverables are provided in written form (PDF or equivalent) unless otherwise agreed

We may retain anonymised engagement summaries for the purpose of improving our own practice. These will not contain any information that could identify you or your organisation.

Section 08

Disclaimers

Our services offer considered analysis and structured perspective. They do not constitute legal, financial, tax, or regulatory advice. We recommend that you engage appropriately qualified professionals for those specific purposes alongside any work we undertake with you.

Market conditions, regulatory frameworks, and commercial environments change. Our deliverables reflect our understanding at the time of preparation. We make no representation as to their accuracy after delivery, and are not responsible for decisions taken on the basis of our work.

This website is provided on an "as available" basis. We do not warrant that it will be free of errors or available without interruption.

Section 09

Limitation of Liability

To the extent permitted by Malaysian law, our total liability to you arising out of or in connection with an engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by you for the relevant engagement.

We shall not be liable for any indirect, consequential, or special damages, including loss of profit, loss of revenue, or business interruption, even if we have been advised of the possibility of such losses.

Nothing in these terms limits liability that cannot be excluded by law, including liability for fraud or personal injury caused by negligence.

Section 10

Termination

Either party may end an engagement by giving written notice. In the event of termination, you remain responsible for fees corresponding to work completed up to the date of termination.

We may suspend or terminate our services immediately if you breach a material term of this agreement, or if circumstances arise that make continuation of the engagement impracticable or unlawful.

Sections covering intellectual property, disclaimers, liability, and dispute resolution survive the termination of any engagement.

Section 11

Dispute Resolution

These terms are governed by the laws of Malaysia. Any dispute arising from these terms or an engagement shall first be referred to informal resolution — we will make a genuine effort to reach a fair outcome through direct discussion.

If informal resolution does not succeed within 30 days, the parties may agree to refer the matter to mediation through the Malaysian Mediation Centre. Failing that, disputes shall be subject to the exclusive jurisdiction of the courts of Malaysia.

Nothing in this section prevents either party from seeking urgent injunctive relief where necessary.

Section 12

General Provisions

• Entire Agreement: these terms, together with any written engagement letter, represent the full agreement between us on their subject matter
• Severability: if any provision is found unenforceable, the remaining provisions continue in full effect
• Waiver: failure to enforce a provision does not constitute a waiver of the right to enforce it in future
• Assignment: you may not assign your obligations under these terms without our written consent. We may assign our rights in connection with a sale or transfer of our business
• Changes: we may revise these terms periodically. Continued use of the site or an ongoing engagement constitutes acceptance of the revised terms

Section 13

Contact

For questions about these terms, or for any legal correspondence, please write to us at: