Terms & Conditions

1. Acceptance of Terms

By accessing or using the Jaya Counsel website at jayaais.live ("the Website"), you agree to be bound by these Terms & Conditions ("Terms"). If you do not agree to these Terms, please do not use the Website.

These Terms apply to all visitors, users, and others who access or use the Website. Use of our consulting services is subject to these Terms alongside any engagement-specific agreements.

2. Use of the Website

2.1 Permitted use

You may use the Website for lawful purposes and in accordance with these Terms. You may access information, submit enquiries through our contact form, and navigate the Website for personal or business informational purposes.

2.2 Prohibited use

You agree not to use the Website in any way that:

• Violates any applicable Malaysian or international law or regulation
• Is fraudulent, misleading, or harmful to any person or organisation
• Transmits unsolicited commercial messages or spam
• Attempts to gain unauthorised access to any part of the Website or its infrastructure
• Interferes with or disrupts the operation of the Website
• Harvests, scrapes, or collects data from the Website without our written consent
• Impersonates any person or misrepresents your affiliation with any person or organisation

We reserve the right to restrict access to the Website to any person who violates these Terms.

2.3 Website availability

We make reasonable efforts to keep the Website available and functional. However, we do not warrant that the Website will be available at all times. We may take the Website down for maintenance, updates, or other reasons without notice.

3. Intellectual Property

All content on the Website — including text, graphics, logos, icons, and images — is the property of Jaya Counsel or its content suppliers and is protected by applicable Malaysian and international copyright and intellectual property laws.

You may view, print, or download content from the Website for personal or non-commercial informational use only, provided you retain all copyright and proprietary notices. You may not reproduce, distribute, modify, or create derivative works from any Website content without our prior written consent.

The Jaya Counsel name, logo, and all related marks are trademarks or service marks of Jaya Counsel. You may not use these marks without our prior written consent.

3.1 Consulting deliverables

Unless otherwise agreed in writing through an engagement letter, deliverables produced for a client become the property of that client upon full payment of all outstanding fees. Jaya Counsel retains the right to use anonymised or aggregated methodologies, frameworks, and approaches developed during engagements in future work.

4. Consulting Services

4.1 Nature of services

Jaya Counsel provides business consulting advisory services. Our recommendations and deliverables are professional opinions based on the information available to us during an engagement. They do not constitute legal, financial, accounting, or regulatory advice.

We work collaboratively with client leadership and staff. The quality and usefulness of our work depends in part on the accuracy and completeness of information provided to us. We are not responsible for outcomes arising from decisions made on the basis of inaccurate or incomplete information supplied by the client.

4.2 Scope of work

Each consulting engagement is defined by a written scope of work and engagement letter agreed before work begins. Services outside the agreed scope require a written change order. We do not perform scope extension on a verbal basis.

4.3 Client responsibilities

Clients are responsible for:

• Providing timely access to relevant information, systems, and personnel
• Reviewing and responding to draft outputs within the agreed timeframes
• Making decisions about implementation — Jaya Counsel advises; the client decides and acts
• Ensuring that decisions made based on our advice are reviewed by appropriately qualified professionals where legal, financial, or regulatory matters are involved

4.4 Implementation

Unless specifically agreed in the scope of work, Jaya Counsel's services are advisory only. We do not implement, execute, or manage the recommendations we provide. Implementation is the responsibility of the client.

5. Confidentiality

We treat all information shared with us in the course of an engagement as confidential. We do not disclose client information to third parties except where required by law, or where the client has given explicit consent.

Clients are similarly expected to treat Jaya Counsel's methodologies, frameworks, proprietary tools, and unpublished materials as confidential. Specific confidentiality obligations are set out in each engagement letter.

6. Fees and Payment

6.1 Fees

Consulting fees are as agreed in each engagement letter. Prices quoted on the Website are indicative only and are subject to confirmation through the engagement process. Fees are quoted in Malaysian Ringgit (RM) exclusive of any applicable taxes.

6.2 Payment terms

Payment terms are set out in the engagement letter. Unless otherwise agreed, a deposit of 50% of the total engagement fee is payable before work commences. The remaining balance is payable upon delivery of final deliverables. Invoices are due within 14 calendar days of the invoice date unless otherwise agreed.

6.3 Late payment

We reserve the right to suspend work on an engagement where payment is overdue by more than 14 days. We may charge interest on overdue amounts at the rate of 1% per month, accruing from the due date.

6.4 Cancellations

Cancellation terms are set out in the engagement letter. Where no specific terms are agreed, deposits are non-refundable once substantive work has commenced. We are willing to discuss reasonable arrangements if unforeseen circumstances affect a client's ability to proceed.

7. Limitation of Liability

To the maximum extent permitted by applicable Malaysian law, Jaya Counsel's total aggregate liability to any client or website user, whether in contract, tort, or otherwise, shall not exceed the total fees paid by that client for the relevant engagement in the twelve months preceding the claim.

Jaya Counsel shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of revenue, loss of profit, loss of business, or loss of data, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits our liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability that cannot be excluded by law.

8. Disclaimers

The Website and its content are provided on an "as is" and "as available" basis without any warranties of any kind, express or implied. We do not warrant that the Website is free of errors, viruses, or other harmful components.

Content on the Website is for general informational purposes. It does not constitute professional advice and should not be relied upon as the basis for any business, legal, financial, or other decision without independent professional consultation.

Links to third-party websites are provided for convenience only. We do not endorse the content of any third-party site and accept no responsibility for their content or practices.

9. Termination

Either party may terminate a consulting engagement by written notice in accordance with the termination provisions in the relevant engagement letter. In the absence of specific provisions, either party may terminate an engagement with 14 days' written notice.

On termination, the client shall pay for all work completed and reasonable costs incurred to the date of termination. Jaya Counsel will deliver all completed work products and, where applicable, work in progress to the client.

We reserve the right to terminate access to the Website for any user who violates these Terms.

10. Governing Law and Dispute Resolution

These Terms and any consulting engagement with Jaya Counsel are governed by and construed in accordance with the laws of Malaysia. The courts of Malaysia shall have exclusive jurisdiction over any dispute arising from these Terms or any engagement, subject to the following:

Where a dispute arises, the parties agree to first attempt to resolve it through good faith discussion. If the dispute cannot be resolved within 30 days of written notice, either party may refer the matter to mediation under the rules of the Malaysian Mediation Centre before commencing legal proceedings.

11. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "last updated" date at the top of this page. Your continued use of the Website after any changes constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

Changes to terms governing active consulting engagements require the written agreement of both parties.

12. Contact

If you have questions about these Terms or wish to discuss an engagement, please contact us: