Terms & Conditions

1. Definitions

"Services" refers to consulting engagements provided by Numera Dusk, including M&A due diligence support, pricing strategy development, and lean operations workshops.

"Client" refers to the organization or entity engaging Numera Dusk for consulting services.

"Engagement Agreement" refers to the written contract between Numera Dusk and the Client specifying scope, deliverables, timeline, and fees for a particular consulting engagement.

"Website" refers to the Numera Dusk online presence at numeradusk.live.

"We," "Us," "Our" refers to Numera Dusk.

2. Acceptance of Terms

By accessing this Website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. If you do not agree with these terms, you should not use this Website or engage our Services.

These terms constitute a legally binding agreement between you and Numera Dusk under the laws of Malaysia.

3. Service Description

Numera Dusk provides business consulting services in three specific areas:

M&A Due Diligence Support: Advisory services for organizations evaluating merger or acquisition transactions, including operational and cultural assessment.

Pricing Strategy Development: Consultative engagements examining pricing approaches relative to market conditions and internal cost structures.

Lean Operations Workshops: Facilitated training programmes introducing lean thinking principles to operational teams.

Services are provided subject to specific Engagement Agreements that define scope, deliverables, timeline, and fees for each individual engagement.

4. Engagement Process

4.1 Initial Consultation: Potential clients may request a preliminary consultation to discuss their situation and assess service fit. These consultations do not constitute formal engagements and create no binding obligations.

4.2 Scope Definition: If both parties agree to proceed, we provide a written scope outline specifying deliverables, timeline, information requirements, fee structure, and engagement terms.

4.3 Engagement Agreement: The formal consulting engagement commences upon execution of a written Engagement Agreement signed by authorized representatives of both parties.

4.4 Service Delivery: Services are delivered in accordance with the Engagement Agreement terms, including regular communication and deliverable presentation as specified.

5. Client Responsibilities

Clients engaging our Services agree to:

5.1 Information Provision: Provide timely access to information, documents, personnel, and facilities reasonably required for service delivery as outlined in the Engagement Agreement.

5.2 Accuracy of Information: Ensure that information provided is accurate, complete, and not misleading to the best of their knowledge.

5.3 Timely Payment: Remit fees according to payment terms specified in the Engagement Agreement.

5.4 Decision Authority: Maintain ultimate decision authority and responsibility for actions taken based on consulting recommendations or analysis.

5.5 Confidentiality: Maintain confidentiality regarding our consulting methodologies, frameworks, and any proprietary information shared during the engagement.

6. Fees and Payment

6.1 Fee Structure: Services are priced as fixed fees based on defined scope rather than hourly billing. Fee amounts and payment terms are specified in individual Engagement Agreements.

6.2 Payment Terms: Standard payment terms require a portion of fees upon engagement commencement and the remainder upon deliverable completion, unless otherwise specified in the Engagement Agreement.

6.3 Currency: All fees are denominated in Malaysian Ringgit (RM) unless otherwise agreed in writing.

6.4 Scope Changes: If engagement scope requires adjustment beyond the original agreement, revised scope and associated fee adjustments will be discussed and documented before additional work proceeds.

6.5 Late Payment: Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by Malaysian law, whichever is lower.

7. Intellectual Property

7.1 Deliverables: Upon full payment of fees, Clients receive a non-exclusive license to use deliverables produced under the Engagement Agreement for their internal business purposes.

7.2 Methodologies: Numera Dusk retains all rights to consulting methodologies, analytical frameworks, templates, and general knowledge developed through our practice.

7.3 Client Data: Clients retain all rights to their proprietary data and information provided during engagements.

7.4 Restrictions: Clients may not reproduce, distribute, or commercially exploit deliverables beyond their internal business use without written permission.

8. Confidentiality

8.1 Mutual Obligations: Both parties agree to maintain confidential information received from the other party with appropriate care and not to disclose such information to third parties without consent.

8.2 Non-Disclosure Agreements: Formal engagements are conducted under non-disclosure agreements specifying confidentiality obligations and permitted uses of information.

8.3 Exceptions: Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8.4 Duration: Confidentiality obligations survive engagement termination and continue for a period of five years unless otherwise specified in the Engagement Agreement.

9. Disclaimers

9.1 Nature of Services: Our consulting services provide analysis, recommendations, and frameworks to support client decision-making. We do not make decisions on behalf of clients or guarantee specific business outcomes.

9.2 No Warranties: Services are provided on an "as is" basis. We make no warranties, express or implied, regarding the accuracy, completeness, or suitability of analysis for particular purposes beyond what is specified in Engagement Agreements.

9.3 Independent Judgment: Clients are responsible for exercising independent judgment in evaluating recommendations and determining appropriate courses of action.

9.4 Professional Advice: Our services do not constitute legal, accounting, or tax advice. Clients should engage appropriate specialists for such matters.

10. Limitation of Liability

10.1 Liability Cap: Our total liability arising from any engagement is limited to the fees paid by the Client for that specific engagement.

10.2 Excluded Damages: We are not liable for indirect, consequential, special, or punitive damages, including lost profits or business opportunities, even if advised of the possibility of such damages.

10.3 Third Parties: Our deliverables are prepared for the Client's internal use. We assume no liability to third parties who may obtain access to deliverables.

10.4 Time Limit: Claims must be brought within two years of the alleged breach or the date when the Client knew or should have known of the circumstances giving rise to the claim.

11. Indemnification

Clients agree to indemnify and hold harmless Numera Dusk, its principals, and personnel from claims, damages, and expenses (including reasonable legal fees) arising from:

• Client's breach of these Terms or the Engagement Agreement

• Inaccurate or misleading information provided by the Client

• Client's implementation of recommendations or use of deliverables

• Third-party claims related to Client's use of our services

12. Termination

12.1 By Mutual Agreement: Either party may propose termination of an engagement by mutual written agreement.

12.2 For Cause: Either party may terminate an engagement immediately if the other party materially breaches the Engagement Agreement and fails to cure the breach within 14 days of written notice.

12.3 Effect of Termination: Upon termination, the Client remains responsible for fees earned for work completed through the termination date, calculated on a pro-rata basis relative to the fixed engagement fee.

12.4 Survival: Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification survive engagement termination.

13. Dispute Resolution

13.1 Informal Resolution: Parties agree to first attempt to resolve disputes through good-faith negotiation between senior representatives.

13.2 Mediation: If informal resolution is unsuccessful within 30 days, parties agree to pursue mediation under the Malaysian Mediation Centre rules before resorting to litigation.

13.3 Governing Law: These Terms are governed by the laws of Malaysia. Any disputes will be subject to the exclusive jurisdiction of the courts of Malaysia.

13.4 Language: All proceedings shall be conducted in English.

14. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government actions, labor disputes, or other force majeure events.

If such circumstances persist for more than 60 days, either party may terminate the engagement without liability beyond payment for work completed.

15. General Provisions

15.1 Entire Agreement: The Engagement Agreement, together with these Terms, constitutes the entire agreement between parties regarding the subject matter and supersedes all prior discussions or understandings.

15.2 Amendments: These Terms may be amended by posting updated versions on our Website. Material amendments affecting active engagements will be communicated to affected Clients.

15.3 Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

15.4 Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.5 Assignment: Clients may not assign rights or obligations under Engagement Agreements without our written consent.

15.6 Notices: Formal notices must be provided in writing to the addresses specified in Engagement Agreements or to [email protected].

16. Website Terms

16.1 Access: We grant you limited permission to access and use this Website for informational purposes. This permission may be revoked at any time.

16.2 Prohibited Uses: You may not use this Website for unlawful purposes, to transmit harmful code, to interfere with Website operation, or to attempt unauthorized access to systems.

16.3 Content: Website content is protected by copyright and other intellectual property rights. You may not reproduce or distribute content without permission.

16.4 Accuracy: While we strive for accuracy, we make no warranties regarding Website content completeness or timeliness. Information on the Website does not constitute professional advice.