Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your access to and use of services provided by Cipher Bloom ("we", "our", "us"), including our website, AI integration consulting services, and related offerings. By engaging our services or using our website, you ("Client", "you") agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms. If you do not agree to these Terms, you must not use our services.

2. Definitions

For the purposes of these Terms:

• "Services" means AI integration consulting, feasibility reviews, readiness programmes, transformation initiatives, and related professional services
• "Agreement" refers to these Terms together with any service-specific agreements or statements of work
• "Deliverables" means reports, assessments, documentation, and other outputs specified in service agreements
• "Confidential Information" means proprietary information disclosed by either party during service delivery
• "Intellectual Property" means patents, copyrights, trademarks, trade secrets, and other proprietary rights

3. Service Description

Cipher Bloom provides professional consulting services related to artificial intelligence integration for businesses and educational institutions. Our services include:

• AI Feasibility Review for Startups: assessment of readiness and technical feasibility for AI implementation
• Faculty AI Awareness and Readiness Programme: educational programmes for academic institutions
• Integrated AI Transformation Initiative: comprehensive AI integration planning and implementation support
• Custom consulting services as agreed in specific statements of work

Specific scope, deliverables, timelines, and fees for each engagement are defined in individual service agreements or statements of work, which form part of the overall Agreement between Cipher Bloom and the Client.

4. Service Engagement and Scope

Services commence upon execution of a service agreement or statement of work. Each engagement will specify:

• Scope of services and deliverables
• Timeline and milestones
• Fees and payment terms
• Client responsibilities and required inputs
• Success criteria and evaluation methods

Changes to scope require mutual written agreement. We reserve the right to adjust timelines if Client inputs or cooperation are delayed beyond reasonable timeframes specified in the service agreement.

5. Client Responsibilities

To facilitate effective service delivery, Clients agree to:

• Provide accurate and complete information relevant to the engagement
• Designate appropriate personnel to collaborate with our team
• Make timely decisions and provide required approvals
• Ensure access to necessary systems, data, and stakeholders as agreed
• Review deliverables and provide feedback within specified timeframes
• Maintain confidentiality of proprietary methodologies and materials
• Use deliverables in accordance with any licensing or usage terms

6. Payment Terms

Fees for services are specified in service agreements and are quoted in Malaysian Ringgit (MYR) unless otherwise stated. Payment terms typically include:

• Initial payment: due upon execution of service agreement
• Milestone payments: due upon completion of specified phases or deliverables
• Final payment: due within 30 days of project completion

Payment is accepted via bank transfer to designated accounts. Late payments may incur interest charges at the rate of 1.5% per month. We reserve the right to suspend services if payments become 30 days overdue.

All fees are exclusive of applicable taxes. Clients are responsible for any taxes, duties, or levies imposed on services, excluding taxes on our income.

7. Refund Policy

Refunds are considered on a case-by-case basis under the following circumstances:

• Service delivery has not commenced and agreement is terminated by mutual consent
• We determine we cannot deliver services as agreed due to circumstances beyond reasonable control
• Material breach of Terms by Cipher Bloom that is not remedied within 30 days of written notice

Refund amounts, if applicable, will be prorated based on work completed and resources committed. Fees for completed deliverables and incurred costs are not refundable.

8. Intellectual Property Rights

Our Intellectual Property: Cipher Bloom retains all rights to our methodologies, frameworks, templates, tools, and general knowledge developed independently of client engagements. These materials are licensed to Clients for use in connection with the specific engagement only.

Client-Specific Deliverables: Upon full payment, ownership of deliverables created specifically for the Client (reports, assessments, custom documentation) transfers to the Client. We retain the right to use anonymised learnings and general insights from engagements to improve our services.

Pre-Existing Materials: Each party retains ownership of intellectual property they owned before the engagement. No transfer of ownership occurs except as explicitly stated in writing.

9. Confidentiality

Both parties acknowledge they may receive Confidential Information during service delivery. Each party agrees to:

• Maintain confidentiality of information marked as confidential or reasonably understood to be confidential
• Use Confidential Information only for purposes of the engagement
• Limit disclosure to personnel who need access for service delivery
• Protect Confidential Information with at least the same degree of care used for own confidential information
• Return or destroy Confidential Information upon request or engagement completion

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. Disclaimers

Our services are provided on an "as is" basis. While we commit to delivering professional services with reasonable skill and care, we make no warranties regarding:

• Specific outcomes or results from implementing recommendations
• Accuracy of third-party data or information provided by Clients
• Suitability of AI technologies for all organisational contexts
• Future developments in AI technology or regulatory environments

Our assessments and recommendations represent professional opinions based on information available at the time of engagement. We are not responsible for decisions made based on our recommendations or outcomes resulting from implementation.

11. Limitation of Liability

To the maximum extent permitted by Malaysian law, Cipher Bloom's total liability for any claims arising from or related to services provided shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.

We shall not be liable for:

• Indirect, incidental, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from Client's implementation decisions or actions
• Claims brought more than 12 months after the cause of action arose

These limitations apply regardless of the form of action and even if we have been advised of the possibility of such damages.

12. Indemnification

Clients agree to indemnify and hold Cipher Bloom harmless from claims, damages, and expenses (including reasonable legal fees) arising from: (a) Client's use of deliverables in ways not contemplated in the service agreement; (b) Client's breach of these Terms; (c) Client's violation of applicable laws or third-party rights; or (d) inaccurate or misleading information provided by Client that forms the basis of our recommendations.

13. Termination

Either party may terminate an engagement under the following conditions:

• By mutual written agreement
• For material breach that remains uncured 30 days after written notice
• For convenience, with 30 days written notice and payment for work completed

Upon termination, Client shall pay for all work completed and expenses incurred up to the termination date. Confidentiality obligations and provisions regarding intellectual property survive termination.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, pandemics, telecommunications failures, or other events that could not be reasonably foreseen or prevented. Affected parties must provide prompt notice and use reasonable efforts to minimise impact.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Malaysia. The courts of Kuala Lumpur, Malaysia, shall have exclusive jurisdiction over disputes arising from these Terms.

Before initiating formal proceedings, parties agree to attempt good faith negotiation to resolve disputes. If negotiation is unsuccessful within 30 days, either party may pursue legal remedies.

16. General Provisions

Entire Agreement: These Terms, together with service-specific agreements, constitute the entire agreement between parties and supersede all prior understandings.

Amendments: We may update these Terms by posting revised terms on our website. Continued use of services after changes constitutes acceptance. Material changes affecting ongoing engagements require mutual written agreement.

Severability: If any provision is found unenforceable, remaining provisions continue in full force and effect.

Waiver: Failure to enforce any provision does not constitute waiver of that provision or any other.

Assignment: Clients may not assign rights or obligations without our prior written consent. We may assign to affiliated entities or in connection with corporate reorganisation.

17. Notice Procedures

Notices under these Terms must be in writing and delivered to:

Notices are deemed received when delivered in person, three business days after mailing, or one business day after email transmission with confirmation of receipt.