Important Notice: These are standard terms of engagement. Specific engagements may modify, extend, or replace these terms based on project scope, complexity, and mutual agreement. Always refer to your signed Statement of Work or engagement agreement.
These Terms of Engagement ("Terms") govern the relationship between KONGMY DIGITAL SOLUTIONS ("Consultant") and the client ("Client") for consulting, development, and engineering services. By engaging the Consultant, the Client agrees to these terms and any applicable Statement of Work (SOW).
Scope & Deliverables
The scope of work is defined in the Statement of Work or written engagement agreement. Changes to scope require written amendment and may affect timeline and fees. The Consultant will use reasonable professional effort to deliver agreed-upon deliverables by mutually agreed-upon dates, but timelines are estimates and not guarantees.
Fees & Payment
- • Invoice & Terms: The Consultant will invoice at agreed-upon rates. Invoices are due within 30 days of receipt unless otherwise specified. Late payments may incur interest at 1.5% per month or the maximum rate allowed by law.
- • Out-of-Scope Work: Work outside the SOW will be billed at the agreed hourly rate plus documented expenses.
- • Expense Reimbursement: Reasonable, pre-approved expenses (cloud services, third-party tools, hosting) are reimbursable at cost.
Intellectual Property
- • Work Product: Custom code and deliverables created specifically for the Client under this engagement become the Client's property upon final payment. Pre-existing tools, frameworks, templates, and methodologies remain the Consultant's intellectual property.
- • Third-Party Tools: The Client acknowledges that deliverables may include open-source libraries and third-party services governed by their respective licenses. The Consultant is not liable for third-party license compliance.
- • Portfolio Use: The Consultant may reference the engagement and describe general methodologies in portfolio, case studies, and marketing materials unless specifically prohibited in writing.
Warranty & Support
Warranty Period
The Consultant warrants that deliverables will be free from material defects and delivered in a professional, working condition at the time of delivery (typically 30 days from final acceptance). Issues discovered after the warranty period are outside this warranty unless caused by Consultant negligence.
Support & Maintenance
Unless a separate support agreement is in place, the Consultant provides limited support during the warranty period to address delivery defects only. Ongoing maintenance, feature requests, and post-launch support are billed separately at agreed rates.
No Liability for Misuse
The Consultant is not liable for issues arising from Client modification, third-party integration, misconfiguration, inadequate testing, failure to follow documentation, or use in production without adequate review and security assessment.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
- • The Consultant's total liability for any claim arising from this engagement shall not exceed the fees paid by the Client in the 12 months preceding the claim.
- • The Consultant is not liable for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages.
- • This limitation does not apply to indemnification obligations, confidentiality breaches, or willful misconduct.
Indemnification
Consultant Indemnification
The Consultant will defend, indemnify, and hold harmless the Client from any third-party claims alleging that custom code or deliverables, as delivered and used as documented, infringe a third party's intellectual property or patents (excluding claims arising from Client modification or combination with non-approved third-party software).
Client Indemnification
The Client will indemnify and hold harmless the Consultant from any third-party claims arising from the Client's use, modification, or distribution of deliverables (including claims of infringement of Client-provided materials), misuse of the solution, or failure to use the solution as documented.
Procedure
The indemnifying party must be promptly notified in writing of any claim and have sole control of the defense, provided settlement does not admit fault or impose unreasonable obligations on the indemnified party without consent.
Risk & Responsibility
The Client assumes all risk related to:
- • Adequacy of backup and disaster recovery measures for data and systems.
- • Security configuration, hardening, and monitoring of infrastructure and databases.
- • Testing the solution in a staging environment before production use.
- • Compliance with applicable laws, regulations, and industry standards (GDPR, HIPAA, PCI-DSS, etc.).
- • Data loss, corruption, or theft arising from inadequate security or third-party breaches.
- • Business continuity and uptime expectations; the Consultant provides no SLA unless explicitly documented.
Confidentiality
The Consultant will treat all Client information as confidential and will not disclose it to third parties except as required by law or as necessary to perform services. Upon project completion or termination, confidential information will be returned or securely deleted unless legally required to retain records.
Termination
- • By Agreement: Either party may terminate with written notice if the other party materially breaches these Terms and fails to cure within 14 days.
- • For Convenience: The Client may terminate the engagement for convenience with 5 business days' written notice. The Client remains responsible for payment of all work completed and reasonable out-of-pocket expenses incurred up to the termination date.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of Malaysia, without regard to conflict of law principles. Any disputes arising from this engagement shall be resolved through good-faith negotiation or, if unresolved, through binding arbitration or courts of competent jurisdiction as agreed in writing.
Questions?
For clarification on these terms or to discuss engagement-specific modifications:
KONGMY DIGITAL SOLUTIONS
hello@kongmy.dev