Layar.Consult

— Engagement & Usage

Terms & Conditions

These terms govern the use of the Layar Consult website and the engagement of our technology risk and governance advisory services. We have written them in plain language, as we do with all of our work — and we ask that you read them with the same care.

Last Updated: 14 April 2025 Effective Date: 14 April 2025 Governed by: Malaysian law [email protected]
Clause 1

Definitions

In these Terms and Conditions, the following words and phrases carry the meanings assigned below:

  • "Agreement" means these Terms and Conditions and any engagement letter, proposal, or written instruction agreed between the parties
  • "Service" means any technology risk or governance advisory engagement described on our website, including the Technology Risk Posture Conversation, the Technology Governance Advisory, and the Risk Committee Workshop
  • "We", "Us", "Our" means Layar Consult, a technology risk and governance advisory practice registered in Malaysia
  • "You", "Client" means any person, board, committee, or organisation engaging with our website or retaining our advisory services
  • "Deliverable" means any written advisory note, governance review, workshop handbook, or other output produced by us in the course of a Service
  • "Content" means the text, documents, frameworks, and written materials published on our website
Clause 2

Acceptance of Terms

By accessing our website or submitting an enquiry, you confirm that you have read and accepted these Terms. If you are acting on behalf of an organisation, you confirm that you have the authority to bind that organisation to these Terms.

Our advisory services are intended for organisations and professionals. Engagement with our services signifies that you are at least 18 years of age and legally capable of entering into a binding agreement under Malaysian law.

Clause 3

Service Description

Layar Consult provides written technology risk and governance advisory services to boards, audit committees, and executive leadership. Services are described in full on our website and in any engagement letter we provide prior to commencement.

Service availability

We operate from Kuala Lumpur, Malaysia, and serve clients across Malaysia. Engagements may involve travel or remote delivery where agreed. We do not commit to service availability during public holidays in Malaysia or during periods of planned leave notified in advance.

Clause 4

Client Responsibilities

When engaging with Layar Consult, you agree to:

  1. Provide accurate and complete information relevant to the scope of the engagement
  2. Respond to reasonable requests for documents, access, or clarification in a timely manner
  3. Designate an appropriate point of contact with the authority to provide instructions
  4. Refrain from using our Deliverables in any manner that misrepresents their intended scope or our advisory position
  5. Maintain confidentiality with respect to any methodologies, frameworks, or proprietary approaches disclosed during the engagement
  6. Comply with all applicable Malaysian and international laws in connection with your use of our services

Prohibited conduct

You must not use our website or services to undertake any activity that is unlawful, harmful, or misleading; to infringe the intellectual property rights of any party; or to interfere with the operation of our systems.

Clause 5

Intellectual Property

All Content on our website, including written descriptions, frameworks, and structural approaches, is the intellectual property of Layar Consult and is protected under Malaysian copyright law.

Client use of deliverables

Upon payment of the applicable fee, we grant you a non-exclusive, non-transferable licence to use the Deliverables produced for your engagement for internal governance and oversight purposes. You may not reproduce, distribute, or sub-licence any Deliverable to a third party without our prior written consent.

Website content

The general content of our website may not be reproduced, adapted, or commercially exploited without our written permission. Brief quotation for non-commercial reference purposes is permitted, provided attribution is given.

Clause 6

Payment Terms

Fees and currency

All fees are denominated in Malaysian Ringgit (RM) and are as stated in our current service descriptions or in the engagement letter provided to you. Fees are exclusive of any applicable tax unless otherwise stated.

  • Technology Risk Posture Conversation — RM 945
  • Technology Governance Advisory — RM 2,820
  • Risk Committee Workshop — RM 1,290

Payment schedule

Payment terms will be specified in the engagement letter. In the absence of a separate arrangement, fifty percent of the fee is due upon engagement commencement and the remainder is due upon delivery of the Deliverable.

Cancellation and refunds

Engagements cancelled more than ten business days before the scheduled commencement date will receive a full refund of any advance payment. Cancellations within ten business days of commencement may be subject to a cancellation charge not exceeding fifty percent of the agreed fee, reflecting work already undertaken. We will exercise reasonable discretion in exceptional circumstances.

Clause 7

Advisory Service Terms

Scope of engagement

Each engagement is defined by a written scope agreed before commencement. Changes to scope — whether to extend coverage or to address matters not contemplated at the outset — should be agreed in writing. We reserve the right to revise the fee where a material scope change is requested.

Delivery timelines

We will provide indicative delivery timelines at the outset of each engagement. Timelines are subject to the timely receipt of required materials from the client. We will communicate promptly if circumstances are likely to affect agreed timelines.

Confidentiality

We treat all information disclosed by clients in the course of an engagement as confidential. We will not disclose such information to third parties without your consent, save where required by law or by a competent regulatory authority. This obligation continues after the conclusion of the engagement.

Clause 8

Disclaimers

Our advisory services are provided in good faith and on the basis of the information made available to us at the time of the engagement. Our Deliverables reflect considered professional judgement; they do not constitute legal advice, financial advice, or a certification of compliance with any regulatory requirement.

The Content on our website is provided for general informational purposes only. We do not warrant that the website will be free of errors or interruptions, or that it will meet any particular requirements.

Clause 9

Limitation of Liability

To the fullest extent permitted under Malaysian law, Layar Consult shall not be liable for any indirect, consequential, special, or punitive damages arising from the use of our website or services, including loss of business, loss of revenue, or reputational harm.

Our total liability for any direct loss arising from an engagement shall not exceed the total fees paid by the client for that specific engagement.

Force majeure

We shall not be in breach of these Terms where performance is delayed or prevented by circumstances beyond our reasonable control, including natural disasters, regulatory action, or communications infrastructure failure.

Clause 10

Indemnification

You agree to indemnify and hold harmless Layar Consult, its principals and advisers from and against any claims, damages, or costs (including reasonable legal fees) arising from your misuse of our website, your breach of these Terms, or any misrepresentation of the scope or findings of a Deliverable to any third party.

Clause 11

Termination

Either party may terminate an engagement by providing written notice. In such cases, fees for work completed to the date of termination remain payable. We reserve the right to suspend or terminate an engagement where a client has materially breached these Terms and has not remedied the breach within seven days of written notice.

Clauses relating to intellectual property, confidentiality, payment, limitation of liability, and dispute resolution shall survive the termination or expiry of any engagement.

Clause 12

Dispute Resolution

Governing law

These Terms 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 from any engagement.

Informal resolution

Before initiating formal proceedings, both parties agree to attempt in good faith to resolve any dispute informally by written correspondence. If the dispute is not resolved within thirty days of the initial written notice, either party may pursue formal remedies.

Clause 13

General Provisions

  • Entire agreement — These Terms, together with any engagement letter, constitute the entire agreement between the parties and supersede any prior representations
  • Severability — If any provision of these Terms is found to be unenforceable, the remainder shall continue in full force
  • Waiver — Failure to enforce any provision shall not constitute a waiver of the right to enforce it subsequently
  • Assignment — You may not assign your rights or obligations under these Terms without our prior written consent
  • Notices — Formal notices should be addressed in writing to the contact details set out in Clause 15
Clause 14

Changes to These Terms

We may revise these Terms from time to time. Material changes will be communicated by updating the "Last Updated" and "Effective Date" at the head of this document. Continued use of our website or services following any revision constitutes acceptance of the updated Terms. We recommend reviewing these Terms before commencing any new engagement.