Terms of Service

This Terms of Service Agreement ("Agreement") is entered into by and between Founderine Sdn. Bhd. (Registration No. 202501007621), trading as FIRMAI ("Company," "FIRMAI," "we," "us," or "our"), and the client executing an order form, statement of work, or receiving services ("Client," "you," or "your"). By engaging Founderine Sdn. Bhd. (trading as FIRMAI) for consulting, Enterprise Resource Planning (ERP) implementation, Artificial Intelligence (AI) integration, software development, or strategic advisory services (collectively, "Services"), you agree to be bound by the terms outlined below.

1. Scope of Services & Statements of Work

• Statements of Work (SOW): Specific deliverables, timelines, fee structures, acceptance criteria, and project scopes shall be governed by individual Statements of Work or Service Orders executed in writing by both parties.

• Precedence: In the event of a direct conflict between the provisions of this Agreement and any executed SOW, the terms of the specific SOW shall govern for that engagement.

• Independent Contractor: FIRMAI acts solely as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

  
  

2. Client Responsibilities & System Access

To ensure timely delivery of Services, Client agrees to:

• Timely Cooperation: Provide qualified personnel, administrative decisions, business process documentation, and project approvals in a prompt manner.

• System & Environment Access: Grant FIRMAI secure, appropriate access to relevant systems, ERP environments, cloud tenants, code repositories, database schemas, and API keys necessary to perform the Services.

• Data Hygiene & Backups: Ensure all data provided to FIRMAI for testing, ERP migration, or AI model training is accurate, legally obtained, and fully backed up. FIRMAI is not responsible for data loss or system corruption occurring within Client's pre-existing software environments.

  
  

3. Specific Provisions for AI & Machine Learning Services

• Probabilistic Nature of AI: Client acknowledges that AI outputs, Large Language Model (LLM) completions, predictive analytics, and machine learning models are probabilistic in nature and may occasionally produce inaccurate, incomplete, or unexpected results ("hallucinations").

• Human-in-the-Loop Verification: Client agrees to implement appropriate human verification workflows before acting upon, publishing, or commercially relying on automated outputs generated by AI tools delivered or integrated by FIRMAI.

• Third-Party Model Dependencies: Services relying on third-party foundational models or APIs (e.g., OpenAI, Anthropic, Google Cloud AI, Microsoft Azure, AWS Bedrock) are subject to the availability, rate limits, latency, and terms of service of those underlying providers. FIRMAI is not liable for third-party API service outages or policy alterations.

• Data Training & Privacy: FIRMAI covenants that Client's proprietary business data and trade secrets will not be submitted to public AI models or used to train third-party foundational models without explicit written authorisation.

  
  

4. Specific Provisions for ERP Implementation & Advisory

• Software Licensing: Client remains solely responsible for acquiring, maintaining, and complying with all third-party software licenses required for its ERP ecosystem.

• Scope Creep & Customizations: Custom workflows, bespoke modules, or integrations requested outside the original technical specifications in the SOW must follow the formal Change Control Process outlined in Section 6.

• Legacy System Compatibility: FIRMAI is not responsible for performance bottlenecks or integration failures caused by outdated, undocumented, or unsupported legacy software maintained by Client or third-party vendors.

  
  

5. Intellectual Property Rights

• 5.1 FIRMAI Background IP: FIRMAI retains sole and exclusive ownership of all pre-existing frameworks, proprietary AI scripts, machine learning algorithms, modular code libraries, trade secrets, and methodologies developed prior to or independently of this Agreement ("Background IP"). Nothing in this Agreement shall be construed as transferring ownership of FIRMAI's Background IP to Client.

• 5.2 Client Data and Materials: Client retains sole and exclusive ownership of all raw business data, operational records, custom workflows, logos, brand assets, and proprietary materials provided to FIRMAI for the execution of the Services ("Client Materials"). Client grants FIRMAI a limited, non-exclusive, non-transferable right to access and use Client Materials solely as necessary to perform the agreed-upon Services.

• 5.3 Custom Work Product and Deliverables: Subject to full and final payment of all outstanding invoices under the applicable SOW, Client receives a perpetual, worldwide, non-exclusive, non-transferable license (or full assignment of intellectual property rights, if explicitly stipulated in writing within the SOW) to use, execute, and deploy the bespoke deliverables created specifically for Client. FIRMAI retains ownership of any Background IP or pre-existing components incorporated within such deliverables.

• 5.4 Residual Knowledge and Aggregated Insights: FIRMAI reserves the right to retain and utilize generalized, non-personally identifiable technical insights, code snippets, system architectural patterns, and lessons learned derived during the provision of the Services. FIRMAI may use this residual knowledge to refine its methodologies, train internal baseline models, and improve its broader service offerings, provided such use does not disclose Client's Confidential Information.

6. Change Control Process

Any modification to project scope, delivery schedules, hardware/software requirements, or resource allocations must be documented in a written Change Request.

1. FIRMAI will provide an impact assessment detailing the cost and timeline adjustments required for the proposed change.

2. No change will take effect until both parties sign a formal Change Order.

3. Work caused by inaccurate Client-provided requirements or delayed Client reviews will be billed at FIRMAI's standard hourly consulting rate.

   
   

7. Fees, Invoicing, and Payment Terms

• Billing Models: Services are rendered on either a Time & Materials (T&M) or Fixed-Price milestone basis, as defined in the applicable SOW.

• Payment Terms: Invoices are due within thirty (30) days from the invoice date unless otherwise specified in the SOW.

• Late Fees & Service Suspension: Overdue amounts incur interest at the rate of 1.5% per month (or the maximum legal rate allowed). FIRMAI reserves the right to suspend ongoing consultancy, system deployment, or technical support if invoices remain unpaid past fifteen (15) days post-due date.

• Expenses: Client shall reimburse FIRMAI for pre-approved, out-of-pocket travel, cloud infrastructure consumption, and specialized software testing tools required to execute the project.

  
  

8. Confidentiality & Non-Disclosure

• Definition: "Confidential Information" includes all non-public business strategies, financial figures, customer databases, technical architectures, proprietary AI prompts, and source code disclosed by one party to the other.

• Obligations: Both parties agree to protect Confidential Information using the same degree of care used for their own sensitive materials (and not less than reasonable care), and to refrain from using or disclosing such information except as required to perform obligations under this Agreement.

• Exclusions: Confidential Information does not include information that becomes publicly available without breach, was already known prior to disclosure, or is independently developed without reference to the disclosed material.

  
  

9. Warranties & Disclaimers

• Limited Service Warranty: FIRMAI warrants that it will perform the Services using reasonable skill, care, and professional standards consistent with industry practice.

• Warranty Period: Client must report any non-conformance of deliverables within thirty (30) days of delivery. FIRMAI’s sole obligation under this warranty is to re-perform or correct the non-conforming deliverable.

• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES, AI MODELS, AND ERP INTEGRATIONS ARE PROVIDED "AS IS." FIRMAI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  
  

10. Limitation of Liability

• Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRMAI SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR LOST-PROFIT DAMAGES ARISING FROM LOSS OF DATA, SYSTEM DOWNTIME, OR AI RECOMMENDATIONS.

• Aggregate Liability Cap: FIRMAI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO FIRMAI UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT.

  
  

11. Indemnification

• By Client: Client agrees to defend, indemnify, and hold harmless FIRMAI against any third-party claims, suits, damages, or costs (including legal fees) arising from:

  1. Client’s breach of third-party software licenses.

  2. Unlawful or non-compliant data provided to FIRMAI for AI training or ERP processing.

  3. Decisions made by Client based on AI-generated outputs without human review.

• By FIRMAI: FIRMAI agrees to defend and indemnify Client against third-party claims alleging that custom code authored solely by FIRMAI infringes a valid third-party copyright or trade secret, provided Client promptly notifies FIRMAI in writing.

  
  

12. Term and Termination

• Term: This Agreement begins on the Effective Date and remains active until terminated by either party.

• Termination for Convenience: Either party may terminate an uncompleted SOW or this Agreement by providing thirty (30) days' advance written notice.

• Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notification.

• Payment Upon Termination: Upon termination, Client shall immediately pay FIRMAI for all completed work, pro-rated T&M hours, and non-cancellable third-party commitments incurred up to the date of termination.

  
  

13. Governing Law & Dispute Resolution

• Governing Law: This Agreement is governed by and construed under the laws of Malaysia, without regard to conflict of law principles.

• Negotiation & Mediation: Parties agree to attempt informal executive negotiation for at least thirty (30) days before initiating formal proceedings.

• Arbitration: Any unresolved dispute shall be settled by binding arbitration under the rules of Asian International Arbitration Centre, conducted in the English language.

  
  

14. Miscellaneous

• Entire Agreement: This document, along with signed SOWs, constitutes the complete agreement between FIRMAI and Client, superseding all prior oral or written negotiations.

• Severability: If any provision is deemed unenforceable, the remaining terms shall continue in full force.

• Force Majeure: Neither party is liable for delays or non-performance caused by acts of God, cyberattacks, internet outages, government regulations, or severe war/civil unrest.