Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Cypher ("we," "our," or "us"), a professional services firm providing AI integration, security, and compliance services.

By accessing our website, engaging our services, or entering into a service agreement with Cypher, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services or website.

You represent that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Definitions

For the purposes of these Terms:

• "Services" refers to AI integration services including risk assessment, secure AI development, compliance programs, and related consulting services provided by Cypher
• "Agreement" refers to these Terms together with any Statement of Work, service agreement, or engagement letter
• "Confidential Information" refers to proprietary information disclosed by either party during the engagement
• "Deliverables" refers to reports, documentation, recommendations, and other work products provided under our services
• "Website" refers to the Cypher website and any associated platforms or services

3. Services Description

Cypher provides professional consulting services related to artificial intelligence integration, security, and compliance. Our services include but are not limited to:

• AI Risk Assessment: Evaluation of security, bias, and compliance risks associated with AI systems
• Secure AI Development: Implementation of security controls throughout AI development lifecycle
• AI Compliance Programs: Establishment of frameworks for regulatory compliance
• Related consulting, advisory, and support services

Specific services will be detailed in individual Statements of Work or service agreements, which supplement these Terms. The scope, deliverables, timeline, and fees for each engagement will be clearly defined in the applicable service agreement.

4. Engagement Process

4.1 Service Agreement

Each engagement begins with a formal service agreement or Statement of Work that specifies the scope, timeline, deliverables, and fees. Both parties must sign this agreement before work commences.

4.2 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and approved by both parties. Changes may result in adjustments to timeline and fees.

4.3 Client Responsibilities

Client agrees to:

• Provide timely access to necessary information, systems, and personnel
• Respond to requests for information within agreed timeframes
• Designate appropriate contacts for the engagement
• Review and provide feedback on deliverables within specified periods
• Comply with applicable laws and regulations in their AI implementations

5. Fees and Payment

5.1 Pricing

Fees for our services are specified in the service agreement. Pricing may be structured as:

• Fixed-price engagements for standardized services
• Time and materials for custom projects
• Retainer arrangements for ongoing support

All fees are quoted in Malaysian Ringgit (RM) unless otherwise specified.

5.2 Payment Terms

Invoices are payable within 30 days of invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Expenses

Reasonable expenses incurred in the performance of services (travel, accommodation, etc.) will be billed separately unless included in the agreed fee. Such expenses require prior approval from Client.

6. Intellectual Property

6.1 Ownership of Deliverables

Upon full payment of fees, Client receives a non-exclusive license to use the deliverables for their internal business purposes. Cypher retains ownership of methodologies, frameworks, and tools used in delivering services.

6.2 Pre-Existing Materials

Each party retains ownership of their respective pre-existing intellectual property. Any pre-existing materials incorporated into deliverables are licensed, not transferred.

6.3 Restrictions

Client may not:

• Resell, redistribute, or commercially exploit our deliverables
• Use deliverables to provide consulting services to third parties
• Reverse engineer our proprietary methodologies
• Remove or modify any proprietary notices

7. Confidentiality

Both parties agree to maintain the confidentiality of information marked as confidential or that would reasonably be considered confidential. This obligation extends for three years after the engagement concludes.

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without reference to the disclosing party's information
• Is required to be disclosed by law or regulation

8. Professional Standards

Cypher will perform services in accordance with professional standards applicable to AI security and compliance consulting. However, we provide advisory services only and do not:

• Provide legal advice (consult qualified legal counsel for legal matters)
• Provide audit or assurance services
• Guarantee specific outcomes or results
• Accept responsibility for Client's business decisions

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that services will be performed with reasonable care and skill consistent with professional standards. If services do not conform to this warranty, our sole obligation is to re-perform the deficient services at no additional charge.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• Our recommendations will achieve specific results
• AI systems will be completely free of vulnerabilities
• Compliance with our recommendations ensures regulatory approval
• Information in deliverables is error-free or complete

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Our total liability arising from or related to services shall not exceed the fees paid by Client for the specific engagement giving rise to the claim, or RM 50,000, whichever is less.

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, consequential, or special damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from Client's implementation of recommendations
• Damages arising from third-party actions or systems

These limitations apply regardless of the form of action and even if we have been advised of the possibility of such damages.

11. Indemnification

Client agrees to indemnify and hold Cypher harmless from claims, damages, and expenses (including legal fees) arising from:

• Client's violation of these Terms
• Client's use of our services or deliverables
• Client's AI systems or implementations
• Inaccurate or incomplete information provided to Cypher
• Third-party claims related to Client's business operations

12. Termination

12.1 Termination for Convenience

Either party may terminate an engagement upon 30 days written notice. Client remains responsible for fees for work performed through the termination date.

12.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in fraudulent or illegal conduct

12.3 Effect of Termination

Upon termination, confidentiality obligations survive, and we will provide work-in-progress deliverables upon payment of outstanding fees.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Malaysia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Malaysia.

13.2 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation for at least 30 days.

13.3 Venue

Any legal proceedings must be brought in the courts of Kuala Lumpur, Malaysia.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any service agreement or Statement of Work, constitute the entire agreement between parties and supersede all prior communications and agreements.

14.2 Amendments

We may update these Terms by posting revised terms on our website. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance.

14.3 Severability

If any provision is found unenforceable, remaining provisions remain in full effect and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

14.4 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right. Waivers must be in writing to be effective.

14.5 Assignment

Client may not assign these Terms without our written consent. We may assign to an affiliated entity or in connection with a merger or acquisition.

14.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

14.7 Notices

Notices must be in writing and sent to the addresses specified in the service agreement. Email notices are acceptable for routine communications but not for termination or legal notices.

15. Contact Information

For questions about these Terms, please contact: