Terms & Conditions

1.1 These T&Cs govern the supply of services by Sinux Consulting to the Client.

For clarity, references to services, deliverables, or work performed by Sinux Consulting include digital solutions and digital deliverables, including but not limited to websites, web applications, software platforms, mobile applications, internal tools, and any related digital systems or services provided by Sinux Consulting.

1.2 By making payment on any invoice, quotation, or payment request issued by Sinux Consulting, the Client confirms acceptance of and agreement to be legally bound by these T&Cs.

2.1 All quotations provided by Sinux Consulting are valid for 14 days from the date of issuance unless otherwise specified.

2.2 Prices in the quotation are subject to change based on project requirements, additional services requested, or external factors that may affect costs.

2.3 Any modifications to the quoted work may result in a price adjustment and a revised quotation.

3.1 Payment is due within the stipulated date stated in the invoice. Payment terms may vary depending on the specific service provided.

3.2 Late payments shall incur a penalty fee of 1.5% per month (18% per annum) or the maximum rate allowed under applicable Malaysian law.

3.3 All payments must be made in the currency specified in the invoice or as previously discussed and agreed upon in writing.

3.4 A 7% surcharge will be applied to all invoices paid via Stripe or other online payment gateways to account for processing and international transaction fees. This surcharge will be included in the invoice total.

3.5 For bank transfers, the Client is responsible for covering all transfer fees and ensuring that Sinux Consulting receives the full invoiced amount (nett). Any shortfall due to bank charges, intermediary fees, or foreign exchange deductions shall be treated as a pending balance and must be cleared by the Client within 7 days of notification.

3.6 Invoices are considered fully settled only when the total nett amount stated has been received in full by Sinux Consulting, free of deductions or intermediary charges.

4.1 The scope of work and digital deliverables shall be defined in the quotation, invoice, or written communication issued by Sinux Consulting prior to commencement of work.

4.2 These Terms & Conditions apply to all one-off services and digital solutions provided by Sinux Consulting. Maintenance and recurring services shall be governed separately under the "Maintenance & Recurring Services – Terms & Conditions Addendum".

4.3 Additional requests beyond the defined scope shall be subject to a separate quotation and additional charges.

4.4 Digital deliverables shall be provided in accordance with the communicated timeline unless delays occur due to unforeseen circumstances beyond Sinux Consulting's control.

4.5 Upon receipt of payment, the Client shall complete onboarding requirements and provide all necessary information, content, access credentials, branding materials, and formal requirements within twenty-one (21) calendar days, unless otherwise agreed in writing. If the Client fails to provide the required onboarding materials within this period, Sinux Consulting may proceed with development based on the information and direction available at the time.

Any structural changes, content revisions, or requirement modifications submitted after development has commenced may be treated as additional scope and subject to separate quotation, additional charges, or inclusion under an active maintenance plan (if applicable). Failure to complete onboarding within the stated period shall not delay project timelines, development schedules, or invoicing obligations.

5.1 Cancellations after confirmation of an order shall be subject to a cancellation fee of up to 5% of the total contract value, as permitted under the Malaysian Consumer Protection Act 1999.

5.2 No refunds shall be provided for services already rendered.

5.3 Any disputes regarding delivered digital deliverables or services must be raised within 14 days of receipt.

6.1 Sinux Consulting primarily provides services and digital solutions, and shall not be liable for any indirect, incidental, or consequential damages arising from the use of its services or digital deliverables.

6.2 Any defects or issues must be reported within 14 days of receipt, and corrections shall be made at the sole discretion of Sinux Consulting.

7.1 Both parties agree to maintain the confidentiality of all proprietary and non-public information shared during the course of the business relationship, and to use it only for the purposes of the engagement.

7.2 For the purposes of this section, Sinux Consulting's "Confidential Information" means information that is not generally known or publicly available, comprising:

• Commercial terms — fees, rates, pricing, quotations, estimates, discounts, invoices, payment terms, and other financial or commercial terms of the engagement; and
• Bespoke-solution specifics — the non-public technical and design detail of the solutions and deliverables Sinux Consulting builds or operates, including architecture, source code, data models, system design, methodologies, workflows, configurations, and know-how, to the extent not generally known or publicly available.

7.3 Confidential Information does not include: the bare fact that a business relationship exists between the parties; the Client's own honest reviews, ratings, feedback, or opinions of its experience of the services, performance, or conduct; general skills or industry-standard techniques; or information the Client already lawfully held or independently developed without reference to Sinux Consulting's Confidential Information.

7.4 The Client shall not disclose Sinux Consulting's Confidential Information to any third party without first consulting Sinux Consulting and obtaining its prior written consent (which includes consent given by email, and which shall not be unreasonably withheld or delayed). Sinux Consulting may give such consent subject to reasonable conditions.

7.5 Nothing in this section restricts the Client from disclosing Confidential Information:

• where required by law, regulation, or a court, tribunal, tax, audit, or governmental or regulatory authority, provided that (where lawful) the Client gives Sinux Consulting prompt written notice and limits disclosure to what is required;
• to the Client's own professional advisers — including lawyers, accountants, auditors, tax advisers, insurers, or financiers — who are themselves under a duty of confidence, on a need-to-know basis;
• where the information is or becomes publicly available other than through the Client's breach of this section; or
• where Sinux Consulting has given its prior written consent.

7.6 For the avoidance of doubt, nothing in these T&Cs prevents the Client from making truthful public statements, reviews, ratings, feedback, or opinions about its own experience of the services, performance, or conduct, or from making any disclosure required by law. No consent is required for any such statement or disclosure.

7.7 This section survives the termination or expiry of the engagement. The obligations in respect of commercial terms (clause 7.2, first bullet) continue for three (3) years after the later of disclosure or termination; the obligations in respect of bespoke-solution specifics (clause 7.2, second bullet) continue for as long as that information remains non-public.

8.1 All intellectual property, including all digital deliverables, shall remain the property of Sinux Consulting until full payment is received.

8.2 Upon full payment, the Client is granted a non-exclusive, non-transferable right to use the digital deliverables.

8.3 Sinux Consulting retains all right, title, and interest in its pre-existing and reusable materials — including its tools, libraries, frameworks, templates, methodologies, techniques, processes, and general know-how — whether created before or developed during the engagement. Nothing in these T&Cs transfers ownership of these materials to the Client. Where any such materials are embedded in a digital deliverable, the Client's licence under clause 8.2 extends only to their use as part of that deliverable, and not on a standalone basis.

8.4 The licence granted under clause 8.2 covers only the Client's own final digital deliverable, for the Client's own business use. It does not extend to Sinux Consulting's underlying source code, systems, architecture, or methods except as necessarily embedded in that deliverable.

8.5 The Client shall not, whether directly or through any third party, copy, resell, sublicense, redistribute, rent, lease, or otherwise commercially exploit the digital deliverable or Sinux Consulting's underlying source code, systems, or methods beyond the Client's own use; nor reverse-engineer, decompile, or disassemble them (except to the extent this restriction is prohibited by applicable law); nor use them to build, offer, or assist any person in building or offering a competing product or service. For the avoidance of doubt, this clause restricts the reuse of Sinux Consulting's materials only, and does not otherwise restrict the Client's freedom to conduct its own business using its own resources.

8.6 This section survives the termination or expiry of the engagement.

9.1 During the engagement and for a period of twelve (12) months after its completion or termination, the Client shall not, to the fullest extent permitted by applicable law, directly or indirectly solicit or entice away from Sinux Consulting any employee, contractor, or subcontractor of Sinux Consulting who was involved in providing the services to the Client.

9.2 This section does not prevent the Client from placing general public recruitment advertisements not specifically targeted at Sinux Consulting's personnel, or from hiring any person who responds to such a general advertisement or approaches the Client on their own initiative, provided the hire does not result from a targeted solicitation prohibited by clause 9.1.

9.3 This section reflects Sinux Consulting's legitimate interest in protecting its trained workforce and applies only to the extent reasonable and permitted by applicable law. This section survives the termination or expiry of the engagement.

10.1 During the engagement and for a period of twelve (12) months after its completion or termination, the Client shall not, to the fullest extent permitted by applicable law, directly or indirectly circumvent Sinux Consulting to engage, contract with, or transact directly with any subcontractor, supplier, vendor, or other third party that Sinux Consulting introduced to the Client in connection with the engagement, for services or supplies of the same or similar kind to those provided through Sinux Consulting.

10.2 This section applies only to third parties actually introduced to the Client by Sinux Consulting. It does not apply to any party with whom the Client had a pre-existing relationship, or whom the Client identifies independently without reliance on Sinux Consulting's introduction.

10.3 The Client may deal directly with an introduced third party with Sinux Consulting's prior written consent (which includes consent given by email, and which shall not be unreasonably withheld or delayed).

10.4 This section reflects Sinux Consulting's legitimate interest in protecting the business relationships and supplier network it has developed, and applies only to the extent reasonable and permitted by applicable law. This section survives the termination or expiry of the engagement.

11.1 Sinux Consulting shall not be held responsible for delays or failures in performance due to unforeseen circumstances beyond its control, including but not limited to natural disasters, strikes, pandemics, or government regulations.

12.1 Each provision of these T&Cs operates separately. If any provision, or part of a provision, is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision or part shall be severed and the remaining provisions shall continue in full force and effect.

12.2 If any restriction in these T&Cs (including the non-solicitation and non-circumvention obligations) is found to be void or unenforceable but would be valid if its scope, duration, or geographical extent were reduced, that restriction shall apply with the minimum modification necessary to make it valid and enforceable.

13.1 These Terms & Conditions shall be governed by and interpreted in accordance with the laws of Malaysia.

13.2 Any disputes arising under these T&Cs shall be resolved in the appropriate courts of Malaysia.

14.1 Notwithstanding clause 13 (Governing Law), Sections 9 (Non-Solicitation of Personnel) and 10 (Non-Circumvention) — and any dispute concerning their validity, interpretation, or enforcement — shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of those Sections only.

14.2 This clause applies only to Sections 9 and 10. All other provisions of these T&Cs remain governed by the laws of Malaysia as set out in clause 13.