Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms have the meanings assigned to them:

• "We," "Us," "Our," or "Company" refers to Prismara, a business entity operating in Malaysia
• "Services" refers to AI integration consulting, implementation, and support services provided by Prismara
• "Client," "You," or "Your" refers to individuals or organizations engaging our services
• "Agreement" refers to these Terms and Conditions along with any specific service agreements
• "Website" refers to our online presence accessible through prismiane.life

2. Acceptance of Terms

By engaging our services, accessing our website, or communicating with our team, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any provision, please discontinue use of our services and website.

These terms constitute a legal agreement between you and Prismara. Specific service engagements may be subject to additional contractual terms which supplement but do not replace these general terms.

3. Eligibility

Our services are intended for businesses and professional users. By engaging with us, you represent that:

• You are at least 18 years of age
• You have the authority to bind your organization to these terms if acting on behalf of a business entity
• All information you provide is accurate and current
• You will comply with all applicable Malaysian laws and regulations

4. Services Description

Prismara provides AI integration services including:

• AI Discovery Workshops to explore automation opportunities
• Intelligent Process Automation development and implementation
• Full-Stack AI Implementation including infrastructure and interface development
• Training and documentation for implemented systems
• Post-implementation support and consultation

Service scope, deliverables, timelines, and pricing are detailed in specific service agreements. We reserve the right to modify service offerings with reasonable notice. Existing commitments under signed agreements remain unchanged.

5. Payment Terms

5.1 Pricing: Service fees are specified in Malaysian Ringgit (RM) and detailed in service agreements. Prices are subject to change with notice for future engagements but remain fixed for active projects.

5.2 Payment Schedule: Payment terms are outlined in service agreements. Typical arrangements include deposit requirements before project commencement and milestone-based payments during implementation.

5.3 Late Payment: Overdue payments may incur interest at rates permitted under Malaysian law. We reserve the right to suspend services for accounts with outstanding balances beyond agreed terms.

5.4 Refund Policy: Refunds are considered on a case-by-case basis. Discovery Workshop fees are generally non-refundable after the session occurs. Implementation projects follow refund terms specified in service agreements, considering work completed and expenses incurred.

6. Client Responsibilities

For successful service delivery, clients are responsible for:

• Providing accurate information about business processes and requirements
• Making appropriate personnel available for workshops, training, and collaboration
• Granting necessary access to systems and data for implementation work
• Reviewing deliverables and providing feedback within agreed timeframes
• Maintaining confidentiality of sensitive project information
• Ensuring compliance with applicable regulations in their industry
• Using implemented systems in accordance with provided documentation and training

Delays caused by unavailability of client resources or information may affect project timelines. We will work collaboratively to address scheduling challenges.

7. Intellectual Property Rights

7.1 Prismara IP: We retain ownership of our methodologies, frameworks, tools, templates, and general expertise developed independently. Pre-existing intellectual property remains ours.

7.2 Client IP: You retain ownership of your business information, data, and pre-existing materials provided to us.

7.3 Work Product: Custom implementations and solutions developed specifically for you become your property upon full payment, subject to our right to use general knowledge and techniques. We may retain copies for reference and quality purposes.

7.4 License Grant: For implementations using our proprietary frameworks or tools, we grant you a non-exclusive, non-transferable license for use within your organization.

7.5 Third-Party Components: Solutions may incorporate open-source or third-party components subject to their respective licenses. We ensure compliance and provide appropriate documentation.

8. Confidentiality

Both parties agree to maintain confidentiality of sensitive information exchanged during our engagement:

• Business processes, strategies, and proprietary information
• Technical implementations and system details
• Financial information and pricing terms
• Any information marked as confidential or reasonably understood to be sensitive

Confidentiality obligations survive termination of our engagement. Exceptions include information that becomes publicly available through no breach, information independently developed, or disclosure required by law.

9. Warranties and Disclaimers

9.1 Professional Standards: We commit to providing services with reasonable care and skill consistent with professional industry standards.

9.2 No Guaranteed Outcomes: While we work diligently toward successful implementation, we cannot guarantee specific business results or performance metrics. AI systems operate within inherent limitations and uncertainties.

9.3 As-Is Provision: Services are provided "as is" without warranties beyond those explicitly stated in service agreements. We disclaim implied warranties to the extent permitted by Malaysian law.

9.4 Technical Limitations: AI implementations depend on data quality, environmental factors, and integration with existing systems. We inform clients of known limitations but cannot anticipate all potential issues.

10. Limitation of Liability

To the maximum extent permitted by Malaysian law:

10.1 Liability Cap: Our total liability for any claims arising from services shall not exceed the fees paid for the specific service giving rise to the claim.

10.2 Excluded Damages: We are not liable for indirect, consequential, special, or punitive damages including lost profits, business interruption, or data loss, even if advised of such possibilities.

10.3 Exceptions: Nothing in these terms limits liability for fraud, gross negligence, willful misconduct, death or personal injury, or other liabilities that cannot be excluded under Malaysian law.

10.4 Client Responsibility: Clients are responsible for maintaining appropriate backups, insurance, and business continuity measures for their operations.

11. Indemnification

You agree to indemnify and hold Prismara harmless from claims arising from:

• Your breach of these terms or service agreements
• Misuse of implemented systems contrary to documentation and training
• Your violation of applicable laws or regulations
• Claims by third parties related to your data or business operations

This indemnification survives termination of our engagement and is subject to you receiving prompt notice and reasonable cooperation in defending such claims.

12. Service Suspension and Termination

12.1 By Client: You may terminate ongoing services with written notice according to terms in the service agreement. Fees for completed work and committed expenses remain payable.

12.2 By Prismara: We may suspend or terminate services if you breach payment obligations, violate these terms, or if continuing would require us to violate laws or professional standards.

12.3 Effects of Termination: Upon termination, we will deliver work completed to date. Outstanding payments become immediately due. Confidentiality obligations and intellectual property provisions survive termination.

13. Dispute Resolution

13.1 Informal Resolution: Before formal proceedings, parties agree to attempt good faith negotiation to resolve disputes. Contact [email protected] to initiate discussions.

13.2 Governing Law: These terms are governed by Malaysian law. Any legal proceedings will be subject to the jurisdiction of Malaysian courts.

13.3 Arbitration: For commercial disputes, parties may agree to arbitration under rules of the Malaysian Mediation Centre or similar recognized body, with proceedings conducted in English in Kuala Lumpur.

14. General Provisions

14.1 Entire Agreement: These terms, together with specific service agreements, constitute the complete understanding between parties regarding services, superseding prior discussions or understandings.

14.2 Severability: If any provision is found invalid or unenforceable, remaining provisions continue in full effect. Invalid provisions will be reformed to reflect original intent within legal bounds.

14.3 Waiver: Failure to enforce any provision does not constitute waiver of future enforcement rights. Waivers must be written and signed to be effective.

14.4 Assignment: You may not assign rights or obligations under these terms without written consent. We may assign to affiliates or in connection with business transfers.

14.5 Force Majeure: Neither party is liable for delays or failures due to circumstances beyond reasonable control including natural disasters, pandemics, or governmental actions.

14.6 Notices: Formal notices should be sent to [email protected] or the address provided in service agreements. Notices are effective upon confirmed receipt.

15. Changes to Terms

We may update these Terms and Conditions to reflect service changes, legal requirements, or operational improvements. Material changes will be communicated through website updates and direct notice where appropriate.

The "Last Updated" date indicates the most recent revision. Continued engagement after changes take effect constitutes acceptance. Active service agreements remain governed by terms in effect when signed unless both parties agree to amendments.

16. Contact Information

For questions about these Terms and Conditions or our services, please contact: