Terms of Service

1. Who these terms are between

These terms are an agreement between Agentic Forge Consulting (company registration number 202603080686), registered at Jalan Desiran Tanjung 4, Tanjung Tokong, 10470 Georgetown, Pulau Pinang, Malaysia — referred to below as “we”, “us” or “our” — and the business engaging us, referred to as “you” or the “client”.

We contract with businesses, not consumers. By engaging us you confirm you are acting for a business and that the person accepting these terms is authorised to bind it.

2. What we provide

We provide two categories of service:

• Professional services — discovery and enablement sessions, deployment of our planning platform against your data, and any customisation agreed in writing. These are one-off engagements delivered against an agreed scope.
• Platform subscription — ongoing access to our planning platform for your nominated users, including hosting, maintenance, product updates and support. This is a recurring monthly service.

The specific services, deliverables, timelines and fees for your engagement are set out in the written proposal, quotation or statement of work we issue to you and you accept. Nothing on our website constitutes an offer capable of acceptance.

The descriptions, figures, durations and timeframes published on this website are general information about how we work. They are not a representation about your engagement and should not be relied on in place of the written proposal issued to you.

3. Scope, quotations and changes

Deployment and customisation are quoted only after the discovery and enablement stage, because scope cannot be assessed reliably before we have examined your data and process. Quotations are valid for thirty (30) days from issue unless stated otherwise.

If you request work outside the agreed scope, or if the condition of your data materially differs from what was represented during discovery, we will tell you before proceeding and issue a written variation with any revised fee and timeline. We will not carry out chargeable out-of-scope work without your written approval.

4. Your responsibilities

To deliver the services we depend on you to:

• Provide the data, systems access and documentation we reasonably request, in a usable form and within agreed timeframes
• Nominate a contact with authority to make decisions and give approvals
• Make the relevant people available for enablement sessions and reviews
• Ensure you have the right to give us any data you provide, including any personal data, and that doing so does not breach any obligation you owe to a third party
• Keep user credentials secure and tell us promptly if you believe an account has been compromised

Where a delay is caused by information or approvals not being provided, timelines shift accordingly and we may re-quote if the delay materially changes the work.

5. Fees and payment

• One-off fees (enablement, deployment, customisation) are fixed against the agreed scope and invoiced as set out in the relevant proposal — typically part on commencement and the balance on completion of the stage.
• Subscription fees are billed monthly in advance and begin at go-live, not during enablement or deployment.
• Invoices are payable within fourteen (14) days of the invoice date unless a different period is agreed in writing.
• We invoice in USD by default and also accept MYR. The currency is agreed before the first invoice and does not change during an engagement.
• Fees are exclusive of any applicable taxes, duties or withholdings, and of bank or payment-processing charges, which are payable by you.
• Reasonable pre-approved expenses, such as travel for on-site sessions, are charged at cost.

If an invoice remains unpaid for more than fourteen (14) days after its due date — that is, more than twenty-eight (28) days from the invoice date where the standard payment period applies — we may charge interest at 1% per month on the outstanding amount and, on written notice, suspend the services until payment is received. Refunds and cancellations are dealt with in our Refund & Cancellation Policy, which forms part of these terms.

6. Subscription term and cancellation

The subscription begins at go-live and is billed monthly in advance. There is no minimum commitment period: either party may cancel by giving thirty (30) days’ written notice at any time, and there is no cancellation charge or early-termination fee.

Where a longer committed term has been agreed with you in writing in exchange for a reduced monthly fee, the terms of that commitment — including what happens if it is ended early — are set out in the relevant proposal or statement of work, and that document governs the point for your engagement.

Cancellation, refund eligibility and what happens to your data on termination are set out in the Refund & Cancellation Policy.

We may change subscription fees on not less than thirty (30) days’ written notice. If you do not accept a change, you may cancel before it takes effect.

7. Your data and confidentiality

Data you provide to us — sales history, product and outlet records, operational data and anything else supplied for the engagement — remains yours. We use it only to deliver the services to you and as described in our Privacy Policy.

Each party will keep the other’s confidential information confidential, use it only for the purposes of the engagement, and disclose it only to people who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law or a regulator.

We will not use your data to develop or improve services for other clients in any form that identifies you or is derived from your confidential information, without your written consent.

8. Intellectual property

• Our planning platform, methods, models, templates, training material and everything we developed before or outside your engagement remain our property.
• Your data, and any materials you supply, remain your property.
• For deliverables we produce specifically for you — configurations, documented planning rules, written findings and reports — you receive a perpetual, non-exclusive, non-transferable licence to use them internally, granted on full payment of the relevant fees.
• Your right to use the platform itself exists only for the duration of an active subscription.

9. Nature of the services — no guarantee of outcome

Forecasts, inventory recommendations and route plans are decision support. They are estimates produced from historical data and stated assumptions, and they will sometimes be wrong. We do not warrant that any forecast will prove accurate, that any recommendation will produce a particular financial result, or that implementing our advice will achieve any specific saving, service level or revenue outcome.

Business decisions taken on the basis of our output remain yours. You are responsible for reviewing recommendations before acting on them — which is precisely why the enablement stage exists.

10. Service availability and support

We aim to keep the platform available and to respond to support requests promptly. We do not guarantee uninterrupted availability, and we make no availability or response-time commitment other than one expressly stated in your proposal or statement of work. Planned maintenance will be notified in advance where reasonably practicable. Availability may be affected by factors outside our control, including third-party hosting and network providers.

11. Warranties

We warrant that the services will be performed with reasonable skill and care by suitably qualified people. Except as expressly stated in these terms, and to the fullest extent permitted by law, all other warranties, conditions and terms — whether express, implied or statutory — are excluded.

12. Limitation of liability

Nothing in these terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability that cannot lawfully be limited or excluded.

Subject to that, and to the fullest extent permitted by law:

• Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however arising.
• Our total aggregate liability arising out of or in connection with the engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.

You are responsible for maintaining your own backups of any data you provide to us.

13. Suspension and termination

Either party may terminate an engagement immediately on written notice if the other commits a material breach that is not remedied within thirty (30) days of written notice describing it, or becomes insolvent, enters liquidation, or ceases to carry on business.

We may suspend access to the platform where fees remain unpaid beyond the period described in clause 5, or where continued use poses a security risk. We will give notice before suspending wherever it is reasonable to do so.

On termination, fees for services already delivered remain payable, and clauses covering confidentiality, intellectual property, liability and governing law survive.

14. Events outside our control

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of a utility or telecommunications network, or the failure of a third-party hosting provider. The affected party will notify the other and use reasonable efforts to resume performance.

15. General

• Subcontracting. We may use subcontractors, and remain responsible for their work.
• Assignment. Neither party may assign the agreement without the other’s written consent, which will not be unreasonably withheld.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship.
• Severability. If any provision is found unenforceable, the rest continues in force.
• Entire agreement. These terms, together with the policies they reference and the applicable proposal or statement of work, form the entire agreement between us on their subject matter.
• Notices. Written notice may be given by email to team@agenticforgeconsulting.com and, for us to you, to the email address of your nominated contact.

16. Changes to these terms

We may update these terms from time to time. The version published on this page applies to new engagements from its stated date. For an engagement already under way, we will give you not less than thirty (30) days’ written notice of a material change, and you may cancel before it takes effect if you do not accept it.

17. Governing law

These terms and any dispute arising out of them are governed by the laws of Malaysia, and both parties submit to the exclusive jurisdiction of the courts of Malaysia. Before commencing proceedings, both parties agree to attempt in good faith to resolve the dispute through discussion between senior representatives.