Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of Heuriva's services and website. By engaging our services, accessing our website, or communicating with us, you agree to be bound by these Terms.

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

2. Definitions

• "Services" refers to all consulting services provided by Heuriva, including AI Vendor Evaluation, Academic Mentorship Programme, and End-to-End AI Implementation and Sustenance.
• "Client" or "You" refers to the individual or organisation engaging our services.
• "We," "Us," or "Our" refers to Heuriva and our authorised representatives.
• "Website" refers to all web pages operated by Heuriva.
• "Agreement" refers to these Terms together with any service-specific agreements, proposals, or contracts.
• "Confidential Information" refers to non-public information disclosed by either party during engagement.

3. Service Description

Heuriva provides AI integration consulting services designed to help Malaysian organisations adopt artificial intelligence thoughtfully and effectively. Our services include:

• AI Vendor Evaluation Service: Independent assessment of AI platforms and vendors against client requirements
• AI Mentorship Programme for Academic Leaders: Structured guidance for educational leaders exploring AI's role in institutions
• End-to-End AI Implementation and Sustenance: Comprehensive implementation support with post-deployment sustenance

Specific service scope, deliverables, timelines, and fees are outlined in individual service agreements or proposals. Services are subject to availability and acceptance by Heuriva.

4. Engagement Process

Service engagements follow this process:

1. Client submits inquiry through our website or direct communication
2. Initial consultation to understand requirements and determine service fit
3. Proposal outlining scope, deliverables, timeline, and fees
4. Formal agreement execution following client acceptance
5. Service delivery according to agreed terms
6. Project completion and knowledge transfer

We reserve the right to decline service requests that fall outside our expertise, conflict with existing engagements, or present ethical concerns. Acceptance of a project is at our discretion.

5. Client Responsibilities

Clients agree to:

• Provide accurate, complete information necessary for service delivery
• Respond to information requests within agreed timeframes
• Designate appropriate personnel for project coordination
• Make timely decisions on matters requiring client input
• Provide reasonable access to systems, documentation, and personnel as needed
• Maintain confidentiality of proprietary methodologies and materials provided
• Adhere to payment terms outlined in service agreements

Delays caused by client unavailability or failure to provide necessary information may affect project timelines. We will work collaboratively to minimize impact but cannot guarantee original timelines in such circumstances.

6. Intellectual Property Rights

6.1 Heuriva Property

Heuriva retains all intellectual property rights in our methodologies, frameworks, templates, tools, and any pre-existing materials used in service delivery. Clients receive a limited, non-exclusive license to use deliverables for internal purposes only.

6.2 Client Property

Clients retain all intellectual property rights in information and materials provided to us. We use client information solely for delivering contracted services.

6.3 Deliverables

Ownership of final deliverables (reports, recommendations, documentation) transfers to the client upon full payment, subject to our retention of underlying methodologies and the right to use aggregated, anonymised learnings for service improvement.

7. Payment Terms

Payment terms vary by service:

• AI Vendor Evaluation Service: Payment due within 14 days of report delivery
• Academic Mentorship Programme: Payment due at programme commencement
• End-to-End Implementation: Milestone-based payments as outlined in service agreement

All fees are quoted in Malaysian Ringgit (MYR) and exclude applicable taxes. Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

We reserve the right to suspend services if payment obligations are not met. Resumption of services following payment default may incur additional fees and require renegotiation of timelines.

8. Confidentiality

Both parties agree to maintain confidentiality of non-public information disclosed during the engagement. Confidential Information includes:

• Business strategies, financial information, and operational details
• Proprietary methodologies, frameworks, and tools
• Project details, recommendations, and deliverables
• Information marked or identified as confidential

Confidentiality obligations survive engagement termination and continue for three years thereafter. Exceptions include information that is publicly available, independently developed, or required to be disclosed by law.

We may reference client engagements in general terms for marketing purposes (without disclosing confidential details) unless otherwise agreed in writing.

9. Warranties and Disclaimers

9.1 Service Warranties

We warrant that services will be performed with professional skill and care consistent with industry standards. Our recommendations are based on information provided by clients and publicly available sources at the time of engagement.

9.2 Disclaimers

Services are provided "as is" without warranties of specific outcomes or results. We specifically disclaim:

• Guarantees of particular implementation success or AI adoption outcomes
• Warranties that vendor selections will meet all future requirements
• Assurances about third-party platform capabilities or reliability
• Predictions about evolving AI technologies or regulatory environments

Our services provide guidance and expertise based on current knowledge and available information. Final decisions and implementation responsibility rest with clients.

10. Limitation of Liability

To the maximum extent permitted by Malaysian law:

• Our total liability for any claims arising from services shall not exceed the fees paid by the client for the specific service giving rise to the claim
• We are not liable for indirect, consequential, special, or punitive damages including lost profits, business interruption, or data loss
• Claims must be brought within one year of the event giving rise to the claim

Nothing in these Terms excludes or limits liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be lawfully excluded or limited.

11. Indemnification

Clients agree to indemnify and hold Heuriva harmless from claims, damages, and expenses (including legal fees) arising from: client's breach of these Terms, client's misuse of our recommendations, client's implementation decisions, or client's violation of applicable laws or third-party rights. This indemnification survives termination of the engagement.

12. Termination

Either party may terminate an engagement:

• For convenience with 14 days written notice
• Immediately if the other party breaches material terms and fails to cure within 7 days of notice
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

Upon termination:

• Client pays for services rendered through termination date
• We deliver work completed to date in usable format
• Confidentiality obligations continue
• Client returns or destroys our proprietary materials

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of Malaysia. The courts of Kuala Lumpur, Malaysia have exclusive jurisdiction over any disputes arising from these Terms or our services.

Before initiating legal proceedings, parties agree to attempt good-faith negotiation to resolve disputes. If negotiation fails within 30 days, either party may pursue formal dispute resolution.

14. General Provisions

14.1 Entire Agreement

These Terms, together with service-specific agreements and proposals, constitute the entire agreement between parties and supersede all prior discussions, agreements, or understandings.

14.2 Amendments

We may update these Terms periodically. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance. Service-specific agreements may only be amended in writing signed by both parties.

14.3 Severability

If any provision is found unenforceable, remaining provisions continue in full force. Unenforceable provisions will be modified to the minimum extent necessary to make them enforceable.

14.4 Waiver

Failure to enforce any provision does not constitute waiver of that or any other provision. Waivers must be in writing and signed by the waiving party.

14.5 Assignment

Clients may not assign rights or obligations under these Terms without our written consent. We may assign our rights and obligations to affiliated entities or in connection with business transfers.

14.6 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures. Affected parties will notify the other promptly and make reasonable efforts to mitigate impact.

15. Contact Information

For questions about these Terms or our services, contact us: