Legal
Terms & Conditions
These Terms and Conditions ("Agreement") set out the terms under which Usaha AI ("we", "us", "our") provides AI integration and consulting services to clients ("you", "User") in Malaysia and internationally. By engaging our services, you confirm that you have read, understood, and accept this Agreement. If any part of these terms does not suit your situation, you are welcome to contact us to discuss before proceeding.
1. Definitions
Throughout this Agreement, the following terms carry the meanings described below:
- "Service" — Any AI integration, consulting, modelling, infrastructure setup, or knowledge management engagement provided by Usaha AI, as described in a project proposal or service agreement.
- "User" / "Client" — The individual, company, or organisation that engages Usaha AI for the provision of Services.
- "We / Us / Our" — Usaha AI, operating from 61 Jalan Pudu, 55100 Kuala Lumpur, Malaysia.
- "Content" — Any data, documents, datasets, models, reports, or deliverables produced or exchanged during the course of the engagement.
- "Agreement" — This Terms and Conditions document, together with any project-specific proposal or statement of work agreed upon in writing.
2. Acceptance of Terms
Your agreement to these terms is formed when you sign a project proposal, issue a purchase order, make a payment, or otherwise request Services from Usaha AI. If you are entering into this Agreement on behalf of a company or organisation, you represent that you have the authority to bind that entity.
Our Services are intended for organisations and professionals. We ask that clients be at least 18 years of age and possess the capacity to enter into legally binding agreements under Malaysian law.
If you are uncertain about any aspect of these terms, we are happy to clarify before work begins. Please reach out to [email protected].
3. Service Description
Usaha AI provides specialist artificial intelligence integration services to Malaysian and regional businesses. Our current service offerings include:
- AI for Customer Retention Modelling — churn prediction, feature engineering, dashboard design
- AI Sandbox Environment Setup — secure infrastructure, access management, experimentation tooling
- AI-Assisted Knowledge Management — taxonomy design, semantic search, institutional knowledge systems
The scope of each engagement is defined in the project-specific proposal provided to you prior to commencement. Service availability may vary depending on resource allocation and scheduling. We will inform you of any anticipated constraints as early as possible.
Geographic availability: Our primary service area is Malaysia, with remote engagements available across Southeast Asia. We reserve the right to decline engagements outside our service capacity.
4. User Responsibilities
To enable effective delivery of Services, clients agree to the following responsibilities:
4.1 Cooperation and Access
You will provide timely access to relevant data, systems, personnel, and documentation as reasonably required for project delivery. Delays caused by non-availability of client resources may affect project timelines, and Usaha AI cannot be held responsible for such delays.
4.2 Acceptable Use
You agree not to use our Services or deliverables to:
- Develop or deploy systems intended to discriminate unlawfully against individuals
- Process personal data in violation of Malaysia's Personal Data Protection Act 2010 (PDPA) or any applicable law
- Build models designed to cause harm, manipulate, or deceive end users
- Reproduce, resell, or redistribute Usaha AI's proprietary methodologies without written consent
- Infringe the intellectual property rights of any third party
4.3 Data Accuracy
You are responsible for the accuracy, completeness, and lawful collection of any data you provide to Usaha AI. We will work with the data as provided and cannot independently verify its integrity.
5. Intellectual Property
5.1 Our Intellectual Property
Usaha AI retains ownership of all pre-existing methodologies, frameworks, tools, and know-how developed prior to or independently of your engagement. Project deliverables created specifically for your engagement are licensed to you for your internal business use upon receipt of full payment.
5.2 Your Intellectual Property
You retain ownership of all data, content, and materials you provide to us. You grant Usaha AI a limited, non-exclusive licence to use such materials solely for the purpose of delivering the agreed Services.
5.3 Restrictions
Without prior written consent, you may not sublicense, sell, or commercially distribute deliverables produced by Usaha AI to third parties. Internal use across your organisation is permitted.
6. Payment Terms
6.1 Pricing
All prices are quoted in Malaysian Ringgit (RM) and are inclusive of applicable taxes unless otherwise stated. Service prices are as listed in our current offerings: AI for Customer Retention Modelling at RM 810; AI Sandbox Environment Setup at RM 2,140; AI-Assisted Knowledge Management at RM 3,670.
6.2 Payment Schedule
Payment terms are specified in each project proposal. Standard arrangements typically involve a deposit prior to commencement and the balance upon milestone delivery or project completion. We accept bank transfer and other methods agreed in writing.
6.3 Late Payment
Invoices not settled within the agreed payment period may result in a temporary suspension of project work. We will contact you before taking any such step and prefer to resolve payment matters through open communication.
6.4 Refund Policy
Refunds are considered on a case-by-case basis. If a project has not commenced, a full refund of any deposit paid may be requested. Once work has begun, refunds will be calculated based on the proportion of work remaining at the time of the request. We aim to handle all such situations fairly and with consideration.
7. Service-Specific Terms
7.1 AI Modelling Services
For AI for Customer Retention Modelling, deliverables include a working predictive model, feature documentation, and dashboard design recommendations. Model performance is dependent on the quality and volume of historical data provided. We will communicate data requirements clearly at project initiation.
7.2 Infrastructure Services
For AI Sandbox Environment Setup, the scope covers configuration and documentation of the agreed infrastructure components. Ongoing maintenance, hosting costs, or third-party licensing fees beyond the project scope are the client's responsibility unless separately agreed.
7.3 Knowledge Management Services
For AI-Assisted Knowledge Management, the engagement covers design, configuration, and adoption strategy as defined in the proposal. Content migration or ongoing system administration are not included unless specified. We will work with you to establish a sustainable operational model for your team.
8. Disclaimers
Our Services are provided in good faith and to the best of our professional capability. However, we do not warrant that any AI model, system, or recommendation will produce specific business outcomes. AI systems are probabilistic in nature, and performance depends on data quality, business context, and external factors outside our control.
Nothing in this Agreement constitutes legal, financial, regulatory, or compliance advice. Any decisions made on the basis of our deliverables remain the responsibility of the client organisation.
All Services are delivered "as agreed in writing." We do not make representations beyond what is set out in the project proposal.
9. Limitation of Liability
To the extent permitted by Malaysian law, Usaha AI's total liability to any client arising from or in connection with any engagement shall not exceed the total fees paid by that client for the specific project giving rise to the claim.
We shall not be liable for indirect, incidental, consequential, or special damages, including loss of profits, loss of data, business interruption, or reputational harm, even if such possibility has been communicated to us.
This limitation does not apply to liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.
10. Indemnification
You agree to indemnify and hold harmless Usaha AI, its employees, and associates from any claims, losses, costs, or liabilities arising from:
- Your use of our deliverables in a manner inconsistent with this Agreement
- Data you provided that infringes third-party rights or contains unlawfully collected personal information
- Decisions made by your organisation based on AI outputs without appropriate human review
- Violations of applicable law by your organisation in connection with the Services
11. Termination
Either party may terminate an engagement by providing 14 days written notice. If termination is initiated by the client, payment will be due for all work completed to the date of termination. If termination is initiated by Usaha AI due to a material breach by the client, fees for completed work remain payable.
Upon termination, each party will return or securely dispose of the other's confidential materials. Sections relating to intellectual property, confidentiality, payment of outstanding amounts, limitation of liability, and dispute resolution survive termination.
We prefer to resolve any difficulties collaboratively before considering termination, and encourage open communication if issues arise.
12. Dispute Resolution
12.1 Governing Law
This Agreement is governed by the laws of Malaysia. Any dispute shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, unless both parties agree to an alternative resolution process.
12.2 Informal Resolution
Before initiating any formal proceedings, both parties agree to attempt good-faith resolution through direct communication for a period of at least 30 days. We are genuinely committed to working through disagreements constructively.
12.3 Mediation
If informal resolution is unsuccessful, parties may agree to refer the dispute to a mutually acceptable mediator under the Malaysian Mediation Act 2012 before proceeding to litigation.
13. General Provisions
Entire Agreement: This document, together with any signed project proposal, constitutes the full agreement between the parties and supersedes prior understandings or negotiations on the same subject matter.
Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full effect.
Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.
Assignment: You may not assign your rights or obligations under this Agreement to a third party without our written consent. Usaha AI may assign this Agreement in the event of a corporate restructure or business transfer.
Notices: All formal notices under this Agreement should be made in writing and sent to the contact addresses provided herein.
Confidentiality: Both parties agree to keep confidential any information shared during the engagement that is not publicly available, for a period of three years following project completion.
14. Changes to Terms
Usaha AI may update these Terms and Conditions from time to time to reflect changes in our services, legal requirements, or business practices. Material changes will be communicated via our website and, where possible, directly to active clients.
Continued engagement with our Services after the effective date of any update constitutes acceptance of the revised terms. If you have concerns about a proposed change, we welcome the opportunity to discuss it with you.
15. Contact Information
For questions or concerns relating to these Terms and Conditions, please contact our legal and operations team: