Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GigaHerd Solutions ("Company," "we," "us," or "our"), a software development company registered in Malaysia.

By accessing our website at gigaherd.com.my, contacting us for services, or entering into a service agreement, you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use our services or website.

2.1 Service Description

GigaHerd Solutions provides:

• Custom Software Development: Web applications, internal tools, and bespoke software solutions
• Workflow Automation: API integrations, process automation, and system connections
• UI/UX Design: User interface and experience design services
• Consulting Services: Technical advisory, system architecture, and digital strategy

2.2 Service Delivery

Services are delivered on a project basis or retainer agreement, as specified in individual contracts or Statements of Work (SOW). Each project includes:

• Defined scope, deliverables, and timelines
• Agreed payment terms and milestones
• Communication protocols and project management
• Post-launch support period (as specified)

3. Client Obligations

4.1 Fees and Pricing

• Project fees are specified in individual contracts or SOWs
• All prices are in Malaysian Ringgit (MYR) unless otherwise stated
• Fees are exclusive of applicable taxes (SST, GST if reinstated)
• Quotes are valid for 30 days from issuance

4.2 Payment Schedule

Standard payment structure for fixed-price projects:

• 30% deposit: Upon project commencement
• 40% milestone payment: Upon design approval or mid-project milestone
• 30% final payment: Upon project completion and delivery

For retainer or subscription-based services:

• Payments are due monthly in advance
• Invoices are issued on the 1st of each month
• Payment is due within 14 days of invoice date

4.3 Payment Methods

We accept:

• Bank transfer (preferred for Malaysian clients)
• Credit/debit card payments
• Online payment platforms (PayPal, Stripe)

4.4 Late Payments

5.1 Client-Owned IP

Upon full payment, ownership of the custom code, designs, and deliverables created specifically for your project transfers to you. This includes:

• Custom application code and scripts
• UI/UX designs and mockups
• Project-specific documentation

5.2 Company-Retained IP

We retain ownership of:

• Pre-existing code: Reusable libraries, frameworks, and tools developed prior to your project
• Third-party components: Open-source libraries and commercial software (subject to their licenses)
• Methodologies: Our development processes, workflows, and business practices
• Generic solutions: Non-client-specific templates or patterns

5.3 License to Pre-Existing IP

You receive a perpetual, worldwide, non-exclusive license to use any pre-existing or third-party components incorporated into your project, subject to the terms of their respective licenses.

5.4 Portfolio and Marketing Rights

We may showcase your project in our portfolio, case studies, and marketing materials unless you explicitly request confidentiality in writing. We will not disclose sensitive business information.

6.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and deliverables
• We will comply with applicable Malaysian laws and regulations

6.2 Warranty Period

We provide a 90-day warranty from project delivery for bug fixes and defects in our work. This covers only issues resulting from our code, not:

• Changes made by you or third parties
• Issues with third-party services or APIs
• Normal wear and tear or updates needed due to platform changes
• Feature requests or scope changes

6.3 Disclaimer

7.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY MALAYSIAN LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

7.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or reputational harm
• Third-party claims or damages

7.3 Exceptions

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Malaysian law.

8. Confidentiality

8.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the project, including:

• Business plans, strategies, and financial information
• Technical specifications and source code
• Customer data and user information
• Any information marked as "Confidential"

8.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is publicly available, (b) was already known to the receiving party, (c) is independently developed, or (d) must be disclosed by law.

8.3 Duration

Confidentiality obligations survive for 3 years after project completion or termination of the agreement.

9. Termination

9.1 Termination for Convenience

Either party may terminate a project with 14 days' written notice. Upon termination:

• You pay for all work completed up to the termination date
• We deliver all completed work and project files
• Outstanding invoices become immediately due

9.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 7 days of notice
• Becomes insolvent or bankrupt
• Engages in fraud, illegal activity, or unethical conduct

9.3 Effects of Termination

Upon termination, all provisions that by their nature should survive (payment obligations, intellectual property, confidentiality, limitations of liability) remain in effect.

10. Indemnification

10.1 Client Indemnity

You agree to indemnify and hold harmless GigaHerd Solutions from any claims arising from:

• Your breach of these Terms
• Content or materials you provide
• Your use of deliverables in violation of law
• Infringement of third-party rights by your materials

10.2 Company Indemnity

We will indemnify you from claims that our deliverables infringe third-party intellectual property rights, provided you notify us promptly and allow us to control the defense.

11. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including:

• Natural disasters, pandemics, or government actions
• Internet or telecommunications failures
• Third-party service outages (AWS, hosting providers, etc.)
• Labor disputes or supply chain disruptions

If force majeure continues for more than 60 days, either party may terminate the affected project.

12. Dispute Resolution

12.1 Good Faith Negotiation

In the event of a dispute, both parties agree to first attempt resolution through good faith negotiation for at least 30 days.

12.2 Mediation

If negotiation fails, disputes may be referred to mediation before the Malaysian Mediation Centre or another mutually agreed mediator.

12.3 Governing Law and Jurisdiction

These Terms are governed by the laws of Malaysia. Any legal proceedings shall be brought exclusively in the courts of Malaysia, and both parties consent to the jurisdiction of such courts.

13. General Provisions