Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "Agreement" means these Terms and Conditions together with any service agreement or statement of work
• "Services" means the AI integration services provided by Prismata as described on our website
• "Client" or "You" refers to the individual or organization engaging our services
• "We," "Us," or "Our" refers to Prismata
• "Website" means the Prismata website accessible at prismoi.biz
• "Deliverables" means the outputs, documentation, or solutions provided as part of our services

2. Acceptance of Terms

By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

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

You must be at least 18 years of age and have the legal capacity to enter into binding agreements under Malaysian law.

3. Service Description

Prismata provides professional AI integration services to organizations, including but not limited to:

• AI Business Case Development
• AI Solution Engineering
• AI Value Realization

Specific service scope, deliverables, timelines, and pricing for each engagement will be documented in a separate service agreement or statement of work.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with appropriate notice to affected clients.

4. Client Responsibilities

As a client engaging our services, you agree to:

4.1 Information Provision

Provide accurate, complete, and timely information necessary for service delivery. This includes access to relevant data, systems, and personnel as agreed in the service scope.

4.2 Cooperation

Cooperate with our team by providing feedback, participating in scheduled meetings, and making timely decisions on matters requiring your input.

4.3 Acceptable Use

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable laws
• Interfere with or disrupt the integrity or performance of our services
• Attempt to gain unauthorized access to our systems or networks
• Reproduce, duplicate, or reverse engineer any deliverables without written permission
• Use our services to develop competing AI integration offerings

4.4 System Requirements

Maintain appropriate technical infrastructure and system access as specified in the service agreement to enable successful implementation.

5. Intellectual Property

5.1 Our Intellectual Property

All methodologies, frameworks, tools, templates, and pre-existing intellectual property used by Prismata in delivering services remain our exclusive property. This includes but is not limited to business case templates, implementation methodologies, and value measurement frameworks.

5.2 Client Data

You retain all rights to data, information, and materials you provide to us. We will use your data only as necessary to deliver the agreed services and in accordance with our Privacy Policy.

5.3 Deliverables

Upon full payment, you receive a non-exclusive license to use deliverables created specifically for your engagement for your internal business purposes. This license does not extend to our underlying methodologies, tools, or frameworks.

5.4 Restrictions

You may not sell, license, distribute, or otherwise commercialize deliverables or our intellectual property without our prior written consent.

6. Payment Terms

6.1 Pricing

Service fees are specified in individual service agreements or statements of work. All prices are quoted in Malaysian Ringgit (RM) unless otherwise stated.

6.2 Payment Schedule

Payment terms will be specified in the service agreement, typically requiring payment in installments tied to project milestones or on a monthly basis for ongoing services.

6.3 Late Payment

Payments not received within 30 days of invoice date may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with overdue payments.

6.4 Refund Policy

Refunds for services already delivered or in progress are provided at our discretion and only in exceptional circumstances. Deposits and fees for completed work are generally non-refundable.

7. Service Delivery

7.1 Scope and Timeline

Service scope, deliverables, and timelines are defined in individual service agreements. We will make reasonable efforts to meet agreed timelines, but these are estimates and not guarantees.

7.2 Scope Changes

Any changes to agreed scope must be documented in writing and may result in adjustments to fees and timelines. We will provide estimates for scope changes before proceeding with additional work.

7.3 Subcontractors

We may engage qualified subcontractors to assist in service delivery. We remain responsible for all work performed by subcontractors and ensure they maintain appropriate confidentiality and data protection standards.

7.4 Support

Post-implementation support terms, if any, will be specified in the service agreement. Additional support beyond agreed terms may be available for an additional fee.

8. Disclaimers

8.1 Service Disclaimer

Our services are provided on an "as is" basis. While we strive for quality, we do not guarantee specific results, outcomes, or business benefits from AI implementations.

8.2 No Guarantee of Results

AI system performance depends on many factors including data quality, implementation environment, and ongoing maintenance. We cannot guarantee that AI solutions will achieve specific performance targets or business outcomes.

8.3 Professional Advice

While we provide professional technical and business analysis services, we do not provide legal, accounting, or regulatory compliance advice. You should consult appropriate professionals for such matters.

9. Limitation of Liability

9.1 Liability Cap

Our total liability for any claims arising from services provided shall not exceed the total fees paid by you for the specific service giving rise to the claim, or RM 50,000, whichever is lower.

9.2 Excluded Damages

We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

9.3 Exceptions

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

10. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This obligation continues for 3 years after termination of services.

Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties without confidentiality restrictions.

We may disclose confidential information if required by law or court order, provided we give you reasonable notice when legally permissible.

11. Termination

11.1 Termination by Client

You may terminate services by providing 30 days written notice. You remain liable for fees for work completed up to the termination date.

11.2 Termination by Us

We may terminate services immediately if you breach these terms, fail to make payment, or if we determine that continuing the engagement is not feasible.

11.3 Effect of Termination

Upon termination, you must pay all outstanding fees, and we will provide deliverables completed to date. Provisions regarding confidentiality, intellectual property, and liability survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms and Conditions are governed by the laws of Malaysia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia.

12.2 Informal Resolution

Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good faith negotiations. Either party may request a meeting to discuss and attempt to resolve the matter.

12.3 Mediation

If informal resolution is unsuccessful, parties may agree to mediation before pursuing litigation. Mediation costs shall be shared equally.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any service agreement or statement of work, constitute the entire agreement between the parties regarding services and supersede all prior agreements or understandings.

13.2 Severability

If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.3 Waiver

Failure to enforce any provision of these terms does not constitute a waiver of that provision or any other provision.

13.4 Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate.

13.5 Notice

All notices under these terms must be in writing and delivered via email to the contact addresses specified in the service agreement or to [email protected] for general matters.

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date.

Continued use of our services after changes are posted constitutes acceptance of the modified terms. We will notify active clients of material changes via email.

If you do not agree to modified terms, you should discontinue use of our services and may terminate any ongoing engagement in accordance with the termination provisions.