1. ENGAGEMENT AND PURCHASE OF SERVICES
1.1 Confirmation of Engagement
Engagement with Conzlab commences when a Client formally accepts a quotation in writing, signs an engagement letter, or makes a required deposit payment. Conzlab is under no service obligation, and no professional resources will be allocated, prior to receiving such formal confirmation. The act of engagement constitutes absolute acceptance of these Terms, regardless of whether a separate contract is executed.
1.2 Invoicing
Conzlab issues invoices at clearly defined points: upon commencement of services, after reaching agreed milestones, or periodically for ongoing work such as IT support. Every invoice provides transparent details including services delivered, disbursements incurred, and applicable taxes. This practice ensures that Clients always know exactly what they are paying for.
1.3 Payment Due Dates
Unless otherwise agreed in writing, Clients must settle invoices within fourteen (14) calendar days of issuance. This timeframe is aligned with industry practice and is designed to maintain healthy cash flow, enabling Conzlab to deliver services without unnecessary delays. . Late payments shall disrupt service continuity and incur an interest charge of 1.0% per month on the outstanding balance (or the maximum rate permitted by Malaysian law), calculated from the due date until full settlement.
1.4 Accepted Payment Methods
Conzlab accepts payments through bank transfer to designated accounts, cheque payable to Conzlab Berhad, or other methods approved in writing. Clients are responsible for any bank charges, ensuring that Conzlab receives the full invoiced amount. Electronic transaction receipts or payment advice must be provided to Conzlab to confirm completion of transfers.
1.5 Currency of Payment
All fees are quoted and payable in Ringgit Malaysia (MYR). Where Clients choose to pay in foreign currencies, they assume all risks associated with exchange rate fluctuations and are liable for all conversion fees. Any shortfall in the final received MYR amount resulting from currency exchange rates must be settled immediately by the Client.
1.6 Deposits and Advance Payments
Certain services, such as license applications or ERP projects, require advance payments or deposits. Deposits allow Conzlab to secure and allocate professional resources in advance. Without the clearance of such deposits, resources cannot be secured, and timelines may be affected. All specified deposits and advance payments must be paid and cleared in full prior to the commencement of work.
1.7 Application of Deposits
Deposits are credited against the final project invoice unless stated otherwise. To ensure commercial fairness, deposits protect Clients against non-delivery while safeguarding Conzlab against sudden cancellations once resources are allocated. Accordingly, deposits are strictly non-refundable and will be forfeited upon voluntary cancellation, prolonged non-cooperation, or project abandonment by the Client, except where non-performance is solely due to the gross negligence or willful default of Conzlab.
2. CHANGES, CANCELLATIONS AND REFUNDS
2.1 Amendments to Services
Any request by the Client for modifications or additions to the services specified in the original quotation constitutes a change in project scope. Conzlab is under no obligation to perform out-of-scope work until a revised quotation or supplementary invoice is issued by Conzlab and accepted in writing by the Client.
2.2 Client-Initiated Cancellation
When a Client cancels services after work has commenced, Conzlab is entitled to bill for completed work, incurred disbursements, and any committed resources. This policy prevents loss of professional time and protects the Company from abrupt withdrawals after resources have been deployed.
2.3 Refunds
Except as expressly provided herein, all fees paid to Conzlab are non-refundable, reflecting the immediate allocation of professional expertise and technical resources. Conzlab may, at its sole and absolute discretion, grant a partial refund if a cancellation notice is received and accepted before any professional work or project onboarding has commenced.
2.4 Non-Refundable Fees
All government filing fees, licensing charges, permit fees, and other third-party disbursements are strictly non-refundable once incurred or advanced to external entities. The Client acknowledges that these statutory costs are outside Conzlab’s operational control and cannot be recovered.
2.5 Withdrawal from Applications
If the Client elects to withdraw, pause, or abandon any application after it has been formally submitted to regulatory or governmental authorities, all professional fees and disbursements associated with the application remain fully payable to Conzlab.
2.6 ERP and IT Support Services
Billing for ERP deployment and ongoing IT support services shall strictly follow the milestone or monthly cycles set out in the accepted quotation. Once a billing or subscription cycle commences, all associated fees for that period are immediately earned by Conzlab and are non-refundable, regardless of the Client's actual utilization of the support infrastructure.
3. SERVICE DELIVERY AND CLIENT RESPONSIBILITIES
3.1 Milestone-Based Service Delivery
For phased or milestone-based projects, Conzlab's progression to a subsequent stage is strictly conditional upon the clear settlement of the invoice issued for the preceding stage. Conzlab reserves the right to withhold deliverables or halt project progression if any milestone payment is outstanding.
3.2 Suspension of Services and Technical Access
If any invoice remains unpaid past its designated due date, Conzlab reserves the right, without liability, to suspend all professional services, pause project timelines, and revoke access to any hosted IT infrastructure, ERP environments, or support systems. Service suspension does not waive or extinguish the Client’s obligation to settle all outstanding fees, late payment interest, or accrued disbursements.
3.3 Client Cooperation and Provision of Information
The timely and successful execution of services depends on the Client providing complete, accurate, and organized documentation. The Client must supply all requested information, corporate records, and approvals within the timelines specified by Conzlab. Conzlab shall not be held liable for any project delays, operational disruptions, or missed deadlines resulting from the Client’s failure to provide timely cooperation.
3.4 Statutory Penalties and Data Accuracy
The Client retains sole and ultimate responsibility for the absolute truth and accuracy of all data, financial figures, and declarations supplied to Conzlab. Conzlab shall not be held accountable or legally liable if any application, filing, or submission is rejected, penalized, or delayed by regulatory authorities due to false, inaccurate, incomplete, or misleading information provided by the Client. Any statutory fines or late filing penalties levied by government bodies as a result of client delay or inaccuracy shall be borne solely by the Client.
3.5 Confidentiality and PDPA Compliance
Both parties agree to treat all business records, technical data, and financial information disclosed during the engagement as strictly confidential. Conzlab processes personal data in strict compliance with the Personal Data Protection Act 2010 (PDPA). The Client warrants that all personal data provided to Conzlab has been collected and processed with the requisite statutory consents required under Malaysian law.
4. PAYMENT DISPUTES AND EXTERNAL DELAYS
4.1 Invoice Disputes
Any invoice dispute must be raised by the Client in writing within seven (7) calendar days from the date of invoice issuance, failing which the invoice shall be deemed absolute, correct, and conclusively accepted by the Client. In the event of a partial dispute, the Client must settle all undisputed amounts by the original due date to maintain service continuity.
4.2 Late Payment Charges
Invoices remaining unpaid after their designated due date shall incur late payment interest at the rate of 1.0% per month on the outstanding balance (or the maximum rate permitted by Malaysian law), accruing on a daily basis from the day following the due date until full and final settlement.
4.3 Recovery Costs and Legal Fees
If Conzlab is forced to initiate debt recovery actions or legal proceedings to recover outstanding fees, the Client shall be fully liable to indemnify Conzlab for all collection agency fees, administrative expenses, and legal costs calculated on a full solicitor-and-client indemnity basis.
4.4 Force Majeure
Conzlab shall not be held liable or deemed in breach of contract for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to changes in law or regulatory policies, unforeseen IT outages, nationwide telecommunication infrastructure disruptions, acts of God, natural disasters, epidemics, war, or strikes. A Force Majeure event shall not relieve the Client of their obligation to pay for services already rendered or disbursements already incurred.
4.5 Government and Regulatory Delays
The Client acknowledges that processing timelines, guidelines, and ultimate outcomes from government ministries, statutory bodies, or regulatory authorities (including but not limited to SSM, and IRB) are completely outside Conzlab’s control. Conzlab does not guarantee regulatory approval timelines. The Client remains fully liable for all professional fees and disbursements regardless of regulatory rejections, policy changes, or administrative backlogs.
4.6 Limitation of Liability
Conzlab’s total liability for any engagement, whether in contract or tort (including negligence), is strictly limited to the professional fees actually paid by the Client for that specific engagement. Conzlab shall not be liable for any indirect, consequential, or incidental losses, nor for any third-party disbursements and statutory costs.
5. MISCELLANEOUS AND LEGAL PROVISIONS
5.4 Right of Amendment
Conzlab reserves the right to amend or update these Terms and Conditions periodically to reflect legislative, regulatory, or operational updates. Such amendments shall become binding on active engagements immediately upon being published on Conzlab’s official website or communicated directly to the Client. Any new quotations issued after publication shall automatically incorporate the updated terms.
5.5 Governing Law
These Terms and Conditions shall be governed by, and construed in accordance with, the laws of Malaysia.
5.6 Jurisdiction
The parties submit to the exclusive jurisdiction of the courts of Malaysia for the resolution of any dispute, controversy, or claim arising out of or relating to these Terms and Conditions.
5.7 Entire Agreement
These Terms and Conditions, together with the accepted quotation or engagement letter, constitute the entire agreement between Conzlab and the Client regarding the subject matter herein. This agreement supersedes and extinguishes all prior or contemporaneous discussions, negotiations, representations, warranties, or agreements, whether oral or written, between the parties.
5.5 Severability
If any provision of these Terms and Conditions is found by a court or administrative body of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.
6. MEDIE, MARKETING & BRAND USAGE CONSENT
6.1 Client & Partner Brand Usage
The Client grants Conzlab Berhad a royalty-free, non-exclusive, worldwide license to use and display the Client’s corporate name, trade name, trademarks, and logos on Conzlab’s official website, digital platforms, marketing portfolios, and success case studies. Any such promotional usage shall be limited strictly to factual, professional representations of the business relationship and shall never disclose the Client's confidential or sensitive information.
6.2. Opt-Out and Brand Revocation Procedure
The Client may revoke this marketing license at any time by submitting a formal written request to support@conzlab.com. Upon receipt of a verified revocation request, Conzlab shall cease further use of the Client’s brand and take reasonable steps to remove the relevant brand assets from its digital platforms within thirty (30) calendar days.
6.3 Limitation on Pre-Existing and Printed Media
The Client acknowledges and agrees that the revocation of consent under Clause 6.2 shall apply prospectively to digital media only. Conzlab shall under no circumstances be obligated to recall, modify, or destroy any physical marketing collateral, print advertisements, or third-party publications distributed or produced prior to the date of the verified revocation request.