Terms and Conditions

1. Definitions

In these Terms and Conditions:

• "Solmera" refers to the business consulting practice operating under that name, based at 27 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
• "Client" refers to the organisation or individual engaging Solmera's services.
• "Engagement" refers to a specific advisory project, as defined in the written proposal or scope of work agreed between the parties.
• "Deliverables" refers to any reports, documents, frameworks, presentations, or other outputs produced by Solmera in connection with an Engagement.
• "Fees" refers to the amounts payable by the Client to Solmera as set out in the agreed proposal, denominated in Malaysian Ringgit (RM).

2. Scope of services

The scope of each Engagement is defined in a written proposal or scope of work document, which will specify:

• The nature and objectives of the advisory work
• The deliverables to be produced
• The estimated timeline for completion
• The fixed fee for the Engagement

Solmera's standard service offerings are as follows:

• Market Entry Advisory — RM 3,800 per engagement, 5–7 weeks
• Competitive Landscape Analysis — RM 2,100 per engagement, 3–4 weeks
• Business Model Review — RM 1,500 per engagement, 4 weeks

Any work requested beyond the agreed scope will be discussed with the Client and may require a separate proposal. Solmera will not proceed with out-of-scope work without prior written agreement.

3. Proposal and commencement

An Engagement commences upon the Client's written acceptance of a Solmera proposal. Written acceptance may be by email or by signing a formal engagement letter, at Solmera's discretion. No work will commence prior to written acceptance.

Solmera reserves the right to decline any engagement at its discretion, including where a conflict of interest exists or is reasonably anticipated.

4. Fees and payment terms

4.1 Fee structure

Fees are fixed as stated in the proposal and are denominated in Malaysian Ringgit (RM). Fees are exclusive of any applicable taxes, including Sales and Service Tax (SST), which will be added where required by law.

4.2 Payment schedule

Unless otherwise stated in the proposal, the following default payment schedule applies:

• 50% of the agreed fee is due upon written acceptance of the proposal, prior to commencement of work.
• 50% of the agreed fee is due upon delivery of the final Deliverable(s).

Payment terms may be varied by mutual written agreement before the Engagement commences.

4.3 Late payment

Invoices are due within 14 days of issue unless otherwise stated. Solmera reserves the right to suspend work or withhold delivery of Deliverables where payments are overdue by more than 14 days. Continued late payment may result in termination of the Engagement in accordance with Clause 9.

4.4 Expenses

Unless otherwise stated in the proposal, fees do not include travel, accommodation, or third-party data costs. Any such expenses will be agreed with the Client in advance and invoiced separately at cost.

5. Client responsibilities

The quality and timeliness of Solmera's work is in part dependent on the Client's cooperation. The Client agrees to:

• Provide timely access to relevant information, documents, and personnel reasonably required for the Engagement
• Designate a primary point of contact for communications and decisions
• Review interim outputs and provide feedback within the timeframes agreed at commencement
• Notify Solmera promptly of any material changes to the Client's circumstances that may affect the scope or direction of the work

Where delays in the Engagement are attributable to the Client's failure to fulfil these responsibilities, Solmera will not be held liable for any resulting impact on timelines or outputs.

6. Intellectual property

6.1 Deliverables

Upon receipt of full payment for an Engagement, Solmera assigns to the Client the right to use the Deliverables produced specifically for that Engagement for the Client's own internal business purposes. This right is non-exclusive and non-transferable.

6.2 Underlying materials and methodologies

Solmera retains all intellectual property rights in its methodologies, frameworks, analytical tools, templates, and know-how — including any such materials that may be embedded in or used to produce Deliverables. Nothing in these Terms transfers ownership of Solmera's underlying intellectual property to the Client.

6.3 Third-party data

Where Deliverables incorporate data or content from third-party sources, the relevant third-party intellectual property rights remain with their respective owners. Solmera will identify material third-party sources in Deliverables where reasonably practicable.

6.4 Client data

The Client retains all intellectual property rights in data, documents, and materials provided to Solmera for the purpose of an Engagement. Solmera will not use such materials for any purpose other than the relevant Engagement without the Client's prior written consent.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other in connection with an Engagement, and not to disclose such information to third parties without prior written consent, except as required by law or a court of competent jurisdiction.

This obligation of confidentiality applies during and after the Engagement and will remain in force for a period of 3 years following the end of the relevant Engagement, unless a longer period is agreed in writing.

8. Limitation of liability

Solmera's advisory services are based on analysis, professional judgement, and information available at the time of the Engagement. Solmera does not represent that its Deliverables will predict any specific outcome, and nothing in a Deliverable constitutes legal, financial, tax, or regulatory advice.

To the fullest extent permitted by applicable Malaysian law, Solmera's aggregate liability to the Client in connection with any Engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by the Client for that Engagement.

Solmera shall not be liable for indirect, consequential, or special losses, including lost profits, loss of opportunity, or reputational damage, whether or not such losses were foreseeable.

9. Termination

Either party may terminate an Engagement by providing 14 days' written notice to the other party. In the event of termination:

• The Client shall pay Solmera for all work completed up to the effective date of termination, calculated on a pro-rata basis relative to the total agreed fee.
• Solmera will deliver any completed or substantially completed Deliverables.
• Any advance payments made in excess of work completed will be refunded within 21 days.

Either party may terminate an Engagement immediately upon written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice of the breach.

10. Relationship of parties

The relationship between Solmera and the Client is that of independent contractor and client. Nothing in these Terms creates or implies any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

11. Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of nature, government action, telecommunications failure, or public health emergencies. The affected party shall notify the other promptly and the parties shall seek to agree a reasonable adjustment to the timeline or scope of the Engagement.

12. Governing law and dispute resolution

These Terms and Conditions are governed by and construed in accordance with the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Malaysia.

In the event of a dispute, the parties agree to first attempt resolution through good-faith discussion. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation before the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, before pursuing litigation.

13. Amendments

Solmera may update these Terms and Conditions from time to time. The most current version will be published at solmeraa.pro/terms-conditions.html with the effective date noted at the top of this page. Continued engagement with Solmera following an update constitutes acceptance of the revised Terms.

14. Contact

For questions relating to these Terms and Conditions, please contact us at:

• Email: [email protected]
• Phone: +60 3-2148 5763
• Address: Solmera, 27 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia