Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Agreement" means these Terms and Conditions together with any engagement letter or scope document agreed in writing between the parties.
• "Bayu Counsel", "we", "us", "our" refers to the business consulting practice registered in Malaysia with its principal office at 34, Jalan SS 15/4D, 47500 Subang Jaya, Selangor.
• "Client", "you", "your" refers to the individual or organisation that commissions or enquires about our services.
• "Services" means the business consulting services we provide, including Sector Reading Engagements, Internal Memorandum Drafting, and Twelve-Month Advisory Arrangements.
• "Deliverable" means any written document, report, memorandum, or summary produced in the course of an engagement.
• "Site" refers to the website accessible at bayucounzr.buzz.

2. Acceptance of Terms

By using our Site or commissioning our Services, you agree to be bound by these Terms. You must be at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are acting on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms. If you do not accept these Terms, you should discontinue use of the Site and should not commission our Services.

3. Description of Services

Bayu Counsel provides three principal engagement types:

• Sector Reading Engagement (MYR 1,090): A four-week written assessment of a sector or sub-sector, delivered as a fifteen-to-twenty page document.
• Internal Memorandum Drafting (MYR 640): Drafting of a substantive internal memorandum on a matter of consequence, credited to the client principal.
• Twelve-Month Advisory Arrangement (MYR 2,280 per year): A standing advisory relationship comprising quarterly on-site reviews, monthly remote conversations, and informal availability.

Our Services are available to clients based in Malaysia. We may, at our discretion, accept engagements from clients outside Malaysia on a case-by-case basis.

4. Engagement Process and Scope

Each engagement commences upon written agreement of scope and fee between Bayu Counsel and the client. Scope changes require written agreement from both parties before additional work is undertaken. We reserve the right to decline any engagement at our discretion, without obligation to give reasons.

5. Payment Terms

Fees are denominated in Malaysian Ringgit (MYR). Payment terms are as agreed in the engagement letter. Standard payment is due within fourteen days of invoice. We accept bank transfer to our designated account. Late payment may result in suspension of services. All fees are exclusive of applicable taxes; where taxes apply, they will be shown separately on the invoice.

6. Confidentiality

Both parties agree to maintain strict confidentiality in respect of information disclosed in connection with any engagement. We will not disclose client information, communications, or the existence of an engagement to any third party without the client's prior written consent, except where required by law. Clients agree to handle any Deliverables with equivalent discretion. This obligation survives termination of the engagement.

7. Intellectual Property

Upon receipt of full payment, the client receives a non-exclusive, non-transferable licence to use any Deliverable for their own internal purposes. Bayu Counsel retains all intellectual property rights in the methodologies, templates, and frameworks underlying the Deliverables. Clients may not reproduce or distribute Deliverables externally without our written consent.

8. Disclaimers

Our Services constitute professional advisory opinion, not legal, financial, or regulatory advice. Deliverables represent our considered assessment based on information available at the time of the engagement. We make no representation that the views expressed will remain current after the delivery date.

Nothing in our Deliverables constitutes a representation that a particular course of action will produce a specific commercial result. Business outcomes depend on many factors outside our observation or control. Clients make their own decisions and bear responsibility for those decisions.

9. Limitation of Liability

To the fullest extent permitted by applicable law, our aggregate liability to the client in respect of any engagement shall not exceed the total fees paid by the client for that engagement. We shall not be liable for any indirect, consequential, or special loss, including loss of profit, loss of business, or damage to reputation, arising from any engagement, even if advised of the possibility of such loss.

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

10. Termination

Either party may terminate an engagement by giving fourteen days' written notice. Where work has commenced, the client is liable for fees corresponding to the proportion of the engagement completed. In the case of a Twelve-Month Advisory Arrangement, early termination by the client does not entitle the client to a refund of fees paid in advance for uncompleted periods, unless otherwise agreed in writing. Termination does not affect confidentiality obligations, which survive indefinitely.

11. Dispute Resolution

In the event of any dispute, the parties agree to first seek resolution through good faith negotiation. Either party may initiate this process by giving written notice to the other. If a dispute is not resolved within thirty days of such notice, either party may refer the matter to the courts of Malaysia.

These Terms are governed by the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Selangor and the courts of appeal therefrom.

12. General Provisions

These Terms, together with any engagement letter, constitute the entire agreement between the parties and supersede any prior understandings or representations. If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision does not constitute a waiver of that provision. Neither party may assign their rights or obligations under an engagement without the written consent of the other.

13. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on this page with a revised effective date. Material changes will be communicated to active clients by email. Continued use of the Site or engagement of our Services after the effective date of any update constitutes acceptance of the revised Terms.