Terms & Conditions

01.

Introduction and Applicability

1.1. These Terms and Conditions (“Terms”) govern the relationship between Reform Digital (“the Agency”, “we”, “us”) and any entity or individual (“Client”, “you”) engaging our services.

1.2. By submitting an inquiry, paying a deposit, or signing a Statement of Work (SOW), you agree to be bound by these Terms.

02.

Website Use and Formation of Contract

2.1. Invitation to Treat: The content on this website (reformdigital.com), including service descriptions and portfolios, constitutes an “invitation to treat” and is not a legally binding offer to sell services.

2.2. Inquiry Status: Submitting a query via our contact form or email does not create a binding service contract. A binding contract is only formed when:

(a) The Agency issues a formal Quotation or Statement of Work (SOW); AND
(b) The Client signs the SOW or pays the requisite deposit.

2.3. Accuracy of Information: You warrant that the contact details provided in the inquiry form are accurate. We are not liable for communication failures caused by incorrect data entry.

03.

Services and Scope of Work

3.1. Defined Scope: The specific deliverables (e.g., Website Development, Performance Marketing, Branding) will be detailed in the SOW.

3.2. Scope Creep: Any tasks requested by the Client outside the signed SOW will be classified as “Additional Services.” These will be billed at our standard hourly rate of [Insert Rate] or a separately negotiated fee. We are not obliged to perform Additional Services without a written agreement.

04.

Fees, Invoicing, and Taxes

4.1. Payment Terms: Invoices are payable within [X] days of receipt. Work may be suspended if payment is not received by the due date.

4.2. Sales and Service Tax (SST): All fees quoted are exclusive of Malaysia’s Sales and Service Tax. Effective 1 March 2024, digital and professional services are subject to 8% Service Tax. The Client agrees to pay this tax where applicable.

4.3. Withholding Tax: If the Client is a foreign entity, all fees are net of withholding tax. Any withholding tax applicable in the Client’s jurisdiction shall be borne by the Client.

05.

Intellectual Property (IP) Rights

5.1. Client Ownership: Upon full payment of all fees, the Agency assigns to the Client all copyright in the final “Deliverables” (e.g., final logo designs, website source code) created specifically for the Client.

5.2. Agency Background IP: The Agency retains ownership of its proprietary frameworks, pre-existing code libraries, and methodologies (“Background IP”). The Client receives a perpetual, non-exclusive, royalty-free license to use Background IP solely as part of the Deliverables.

5.3. AI-Generated Content: The Agency may use Artificial Intelligence (AI) tools to assist in drafting or ideation. The Client acknowledges that under current Malaysian copyright law, works generated entirely by AI without significant human authorship may not be eligible for copyright protection.

06.

Client Obligations and Revisions

6.1. Revision Limits: Unless stated otherwise in the SOW, our fees include two (2) rounds of Minor Revisions.

6.2. Definitions:

“Minor Revision”: Adjustments to text, color, or layout that do not fundamentally alter the approved design concept.
“Major Revision”: Requests requiring a restart of the design process, re-shooting video, or rewriting approved code. Major Revisions will incur additional fees.

6.3. Approvals: The Client must provide feedback within [X] business days. Failure to respond will be deemed as automatic approval to ensure project timelines are met.

07.

Limitation of Liability and Indemnity

7.1. Liability Cap: To the fullest extent permitted by Malaysian law, Reform Digital’s total liability for any claim arising under this agreement is limited to the total fees paid by the Client in the twelve (12) months preceding the claim.

7.2. Exclusions: We are not liable for:

Loss of profits, data, or business opportunities (Consequential Damages).
The content of any third-party website linked to or from your project.

7.3. Indemnity: The Client agrees to indemnify Reform Digital against any claims, damages, or legal fees arising from materials provided by the Client (e.g., images, text) that infringe upon the Intellectual Property rights of third parties.

08.

Restraint of Trade and Non-Solicitation

8.1. Section 28 Disclaimer: In accordance with Section 28 of the Contracts Act 1950, the Agency acknowledges that post-employment non-compete clauses are generally void in Malaysia.

8.2. Non-Solicitation: However, to protect our legitimate proprietary interests, the Client agrees not to solicit, poach, or hire any employee or contractor of the Agency during the term of this agreement and for a period of twelve (12) months thereafter.

09.

Dispute Resolution

9.1. Any dispute shall first be attempted to be settled by mediation in accordance with the AIAC Mediation Rules.

9.2. If mediation fails, the dispute shall be referred to the courts of Malaysia.