Terms & Conditions

Definitions

For the purposes of these Terms & Conditions, the following terms carry the meanings described:

• "Service" — Any content personalisation consultancy, review, setup, or programme offering provided by Orsipha, as described on our website or in a written engagement summary.
• "User" / "Client" — Any individual, organisation, or media platform that engages with or purchases services from Orsipha.
• "We / Us / Our" — Orsipha, operating from Level 16, Menara Etiqa, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.
• "Content" — Any written documents, reports, analyses, recommendations, or materials produced in connection with our services.
• "Agreement" — These Terms & Conditions together with any service scope document or written confirmation shared between us and the Client.
• "Engagement" — A confirmed project or service package accepted by both parties.

Acceptance of Terms

By submitting an enquiry form, signing a scope document, making a payment, or otherwise engaging with our services, you confirm that:

• You are at least 18 years of age.
• You have the legal authority to enter into this Agreement on behalf of yourself or the organisation you represent.
• You have read and understood these Terms & Conditions and agree to be bound by them.
• Where you represent a business entity, you confirm that the entity authorises your acceptance of these terms.

If you do not agree with any part of these terms, you should not proceed with using our services.

Service Description

Orsipha provides AI-assisted content personalisation consultancy services to media platforms and editorial organisations. Our current service offerings include:

Services are primarily delivered to clients based in Malaysia. Remote collaboration may be available for clients outside the region, subject to prior discussion. Service availability is subject to our current capacity and may be modified with reasonable notice.

User Responsibilities

To allow us to deliver our services effectively and professionally, you agree to the following:

4.1 Information and Access

• Provide accurate, complete, and timely information relevant to the service scope.
• Make available any content catalogue data, audience engagement metrics, or platform access reasonably needed for the agreed engagement.
• Designate an appropriate contact person to facilitate communication and decision-making.

4.2 Acceptable Use

• Use deliverables and recommendations only for lawful purposes and within the scope agreed.
• Not repurpose or redistribute our materials to third parties without written consent.
• Not misrepresent our recommendations as independently developed internal strategies.

4.3 Prohibited Activities

• Attempting to reverse-engineer or replicate proprietary methodologies beyond the agreed service scope.
• Using our outputs to facilitate any activity that violates applicable Malaysian law or international regulations.
• Sharing login credentials or access provided during an engagement with unauthorised third parties.

Intellectual Property

All methodologies, frameworks, templates, and processes used by Orsipha in delivering services remain the sole intellectual property of Orsipha unless otherwise agreed in writing.

5.1 Client Deliverables

Upon full payment, the Client receives a limited, non-exclusive, non-transferable licence to use written reports and recommendation summaries prepared specifically for their engagement. This licence is for the Client's internal use only.

5.2 Restrictions

• Deliverables may not be resold, sublicensed, or published publicly without Orsipha's written permission.
• Orsipha retains the right to reference the nature of an engagement (without disclosing confidential client data) for portfolio or case study purposes, unless the Client requests otherwise in writing.

Payment Terms

• Currency: All fees are quoted and invoiced in Malaysian Ringgit (RM).
• Payment schedule: A deposit of 50% is required upon confirmation of an engagement. The remaining balance is due on delivery of the primary deliverable, unless otherwise agreed in the scope document.
• Accepted payment methods: Bank transfer (FPX), and other methods as confirmed at time of engagement.
• Late payments: Orsipha reserves the right to pause work on an engagement if a payment remains outstanding beyond 14 days of its due date.
• Scope changes: Any additions to an agreed scope may result in a revised fee, which will be confirmed in writing before the additional work begins.
• Refund considerations: Refunds or partial credits may be discussed if a service cannot be delivered as agreed due to circumstances within Orsipha's control. Fees for work already completed are non-refundable.

Service-Specific Terms

7.1 Scope and Delivery

The scope of each engagement is agreed upon at the outset and documented in a written summary shared with the Client. Deliverables are described within that summary. Changes to scope after work has commenced will require a revised agreement.

7.2 Timelines

Estimated timelines are provided in good faith. Delays caused by the Client (e.g., late provision of data or feedback) may extend the overall delivery schedule. Orsipha will communicate any changes to timelines promptly.

7.3 Confidentiality

Both parties agree to treat non-public information shared during an engagement as confidential. Orsipha will not disclose Client data or insights to external parties without explicit written consent, except where required by law.

Disclaimers

• Our services are provided in good faith based on the information and data made available to us. Recommendations are advisory in nature and do not carry any assurance of specific audience, commercial, or editorial outcomes.
• Orsipha's consultants are not licensed legal, financial, or technical auditors. Our work does not constitute legal advice, financial advice, or software engineering services.
• The suitability of any recommendation for a specific platform or audience is ultimately the Client's responsibility to assess and implement.
• External factors — including platform algorithm changes, audience behaviour shifts, or content market conditions — are outside Orsipha's control and may affect the relevance of our recommendations over time.

Limitation of Liability

To the extent permitted under Malaysian law, Orsipha's total liability to the Client for any claim arising from an engagement shall not exceed the total fees paid by the Client for that specific engagement.

Orsipha shall not be liable for any indirect, incidental, consequential, or special damages, including loss of revenue, loss of data, or loss of business opportunity, whether or not such damages were foreseeable or Orsipha had been advised of their possibility.

Nothing in these terms excludes or limits liability for fraud, death, or personal injury caused by Orsipha's negligence, or any other liability that cannot be excluded under applicable law.

Indemnification

You agree to indemnify and hold harmless Orsipha, its team members, and affiliates from and against any claims, losses, damages, or expenses (including reasonable legal costs) arising from your breach of these Terms & Conditions, your misuse of our deliverables, or any content or data you provide to us that infringes the rights of a third party.

Termination

11.1 Termination by the Client

A Client may withdraw from an engagement by providing written notice. Fees for work completed up to the date of withdrawal are payable. Deposits are non-refundable unless the engagement has not yet commenced.

11.2 Termination by Orsipha

Orsipha may terminate an engagement if the Client fails to meet payment obligations, provides materially inaccurate information, or engages in conduct that prevents delivery of the service.

11.3 Survival

Provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, and dispute resolution shall survive termination of any engagement.

Dispute Resolution

These Terms & Conditions are governed by and construed in accordance with the laws of Malaysia. Any dispute arising from or in connection with these terms shall first be addressed through good-faith discussion between both parties.

If a resolution cannot be reached informally within 30 days, the parties may seek mediation through an agreed mediator. Should mediation not resolve the matter, the dispute shall be subject to the exclusive jurisdiction of the courts of Malaysia, seated in Kuala Lumpur.

Nothing in this section prevents either party from seeking urgent interim relief from a court of competent jurisdiction where necessary.

General Provisions

• Entire Agreement: These terms, together with any written engagement scope, constitute the entire agreement between you and Orsipha regarding the subject matter herein.
• Severability: If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Our failure to enforce any right under these terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these terms without Orsipha's prior written consent. Orsipha may assign rights in connection with a business restructuring, provided this does not materially affect your engagement.
• Notices: Formal notices under these terms should be sent to the address or email below. Notices via email are considered received on the next business day.

Changes to Terms

Orsipha may update these Terms & Conditions from time to time to reflect changes in our services, applicable law, or operational practices. When changes are made, the updated date at the top of this page will be revised accordingly.

For active engagements, material changes will be communicated directly to the Client. Continued use of our services after an update takes effect constitutes acceptance of the revised terms. We encourage you to review this page periodically.