Terms & Conditions

1. Definitions

Throughout this Agreement, the following terms carry the meanings set out below:

• "Agreement" — these Terms & Conditions together with any engagement letter, proposal, or service agreement entered into between Pelita Counsel and the Client.
• "Service" — the business consulting and advisory services provided by Pelita Counsel, including Religious Education Sector Advisory, Halal Industry Consultation, and Charitable Foundation Counsel.
• "We / Us / Our" — Pelita Counsel, a business consulting practice operating from 16-3 Menara Hap Seng, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.
• "Client / You / Your" — the organization, institution, or individual who engages Pelita Counsel for consulting services.
• "Engagement" — a specific consulting project or retainer agreed upon in writing between both parties.
• "Deliverables" — reports, documents, written reflections, recommendations, and any other outputs produced during an engagement.
• "Confidential Information" — any non-public information shared by either party in the course of an engagement.
• "Fees" — the consulting fees set out in an engagement letter or proposal, denominated in Malaysian Ringgit (MYR).

2. Acceptance of Terms

By submitting an inquiry, signing an engagement letter, making any payment, or otherwise commencing work with Pelita Counsel, you acknowledge that you have read, understood, and agreed to be bound by this Agreement.

If you are entering into this Agreement on behalf of an organization, you represent that you have the legal authority to bind that organization to these terms.

Clients must be at least 18 years of age and have the legal capacity to enter into binding agreements under Malaysian law. Engagements with organizations require an authorized representative to formally accept these terms.

3. Service Description

Pelita Counsel provides specialist business consulting services to Malaysian organizations, with particular focus on the following practice areas:

Our services are primarily directed at established Malaysian organizations. We reserve the right to decline engagements where we determine that a productive working relationship would not be possible, or where conflicts of interest exist.

4. Client Responsibilities

A productive engagement depends on the cooperation and good faith of both parties. Clients undertake to:

• Provide timely, accurate, and complete information relevant to the engagement.
• Make available key personnel and stakeholders for consultations as reasonably required.
• Review and provide feedback on draft deliverables within agreed timeframes.
• Settle invoices in accordance with the agreed payment schedule.
• Maintain the confidentiality of any proprietary methodologies or internal knowledge shared by Pelita Counsel during an engagement.
• Refrain from using deliverables or advice provided in any manner that is unlawful, misleading, or contrary to the purpose of the engagement.
• Inform us promptly of any material changes to organizational circumstances that may affect the engagement.

Where delays in an engagement arise from the Client's failure to meet these responsibilities, timelines may be extended accordingly without penalty to Pelita Counsel.

5. Intellectual Property

All methodologies, frameworks, tools, templates, and background intellectual property owned by Pelita Counsel prior to or independent of any engagement remain the sole property of Pelita Counsel.

Deliverables produced specifically for a Client engagement — such as written reports, findings documents, and governance reviews — are licensed to the Client for their own organizational use upon full settlement of all applicable fees. This license is non-exclusive, non-transferable, and limited to the Client's internal use.

Clients may not reproduce, distribute, or commercially exploit deliverables beyond internal organizational use without our prior written consent.

Any pre-existing intellectual property of the Client shared with us in the course of an engagement remains the property of the Client.

6. Payment Terms

All fees are quoted and payable in Malaysian Ringgit (MYR). Our current service fees are:

• A deposit of 50% of the total engagement fee is typically required to commence work. Specific payment schedules are set out in individual engagement letters.
• Invoices are payable within 14 calendar days of the invoice date unless otherwise agreed in writing.
• Late payments may incur interest at the rate of 1.5% per month on the outstanding balance.
• Fees are generally non-refundable once work has commenced, except as provided under Section 12 (Termination).
• Pelita Counsel reserves the right to suspend work on an engagement where payment obligations have not been met.

Our published fees do not include applicable taxes. Any goods and services tax or other statutory levies applicable under Malaysian law will be added to invoices as required.

7. Engagement Terms

Each consulting engagement is governed by a written engagement letter that sets out the specific scope, timeline, deliverables, and fee arrangements applicable to that engagement. The engagement letter, read together with this Agreement, forms the complete agreement between the parties for that engagement.

Changes to the agreed scope of an engagement must be agreed in writing by both parties. Material scope changes may affect timelines and fees, and we will discuss these implications openly before proceeding.

Indicative timelines are provided in good faith. While we work to meet agreed schedules, final timelines may be influenced by factors outside our reasonable control, including the availability of key personnel or information from the Client's side.

8. Confidentiality

Both parties recognize that the consulting relationship may involve sharing sensitive organizational information. We treat all Client information shared with us in the course of an engagement as confidential and will not disclose it to third parties except:

• Where required by law or regulatory obligation.
• With the Client's prior written consent.
• To subcontractors or professional advisors who are themselves bound by equivalent confidentiality obligations.

Clients similarly agree to treat as confidential any proprietary methodologies, frameworks, or internal business information shared by Pelita Counsel during an engagement.

Confidentiality obligations survive the conclusion or termination of an engagement for a period of three years.

9. Disclaimers

Pelita Counsel provides advisory and consulting services based on information made available to us, our professional judgment, and sector experience. Our recommendations represent considered perspectives and are intended to assist clients in their decision-making processes — they do not constitute legal, financial, religious, or regulatory advice.

We do not make representations as to specific organizational outcomes or performance improvements arising from our recommendations. The implementation of advice and the outcomes thereof rest with the Client.

Where specialist legal, financial, or regulatory advice is required, we will indicate this and recommend that clients seek qualified professional guidance.

10. Limitation of Liability

To the extent permitted by Malaysian law, Pelita Counsel's total liability to a Client arising from or in connection with an engagement shall not exceed the total fees paid by the Client for that engagement.

We shall not be liable for any indirect, consequential, or special losses, including loss of profits, loss of business, or damage to reputation, arising from or in connection with our services.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

11. Indemnification

The Client agrees to indemnify and hold harmless Pelita Counsel, its principals, and associates from and against any claims, losses, costs, or liabilities arising from:

• The Client's misuse of deliverables or advice provided under an engagement.
• The Client's provision of inaccurate or misleading information that we relied upon in preparing our advice.
• The Client's breach of any obligation under this Agreement.

12. Termination

Either party may terminate an engagement by providing 14 days' written notice to the other party. In such circumstances:

• The Client shall pay for all work completed up to the date of termination.
• Any prepaid amounts for work not yet commenced will be discussed on a case-by-case basis with a view to an equitable resolution.
• Pelita Counsel will provide any completed deliverables and relevant working documents to the Client.

Pelita Counsel may terminate an engagement immediately where the Client materially breaches this Agreement and fails to remedy the breach within 7 days of written notice, or where continuing the engagement would place Pelita Counsel in breach of any law or professional obligation.

Sections 5, 8, 9, 10, 11, and 13 of this Agreement survive termination and remain in force.

13. Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of Malaysia.

Where any dispute arises between the parties, both parties agree to first seek resolution through good faith dialogue and, where appropriate, mediation, before commencing formal legal proceedings.

If a dispute cannot be resolved through dialogue within 30 days of one party notifying the other in writing of the dispute, either party may refer the matter to mediation under the rules of the Malaysian Mediation Centre.

The courts of Malaysia shall have exclusive jurisdiction over any dispute that cannot be resolved by the above means, and both parties submit to the jurisdiction of those courts.

14. General Provisions

• Entire Agreement: This Agreement, together with any applicable engagement letter, constitutes the entire agreement between the parties and supersedes prior discussions or representations.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that party's right to enforce it in the future.
• Assignment: Neither party may assign their rights or obligations under this Agreement without the prior written consent of the other party.
• Notices: Formal notices under this Agreement should be sent by email to the relevant party's designated contact address as set out in the engagement letter.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, pandemics, or regulatory changes.

15. Changes to Terms

We may update these Terms & Conditions from time to time to reflect changes in our practices, applicable law, or the nature of our services. Updated terms will be published on our website with a revised "Last Updated" date.

Where changes are material, we will make reasonable efforts to communicate them to active clients. Your continued engagement with our services following publication of updated terms constitutes your acceptance of those terms.

We encourage you to review this document periodically. For any questions about changes, please contact us using the details below.

16. Contact Information

For questions, concerns, or correspondence regarding these Terms & Conditions, please reach us at: