Terms & Conditions

1. Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

• "Agreement" means these Terms and Conditions together with any engagement letter, proposal, or written scope agreed between the parties.
• "Service" means the strategic planning advisory engagements offered by Kintsugi Forum, including the Strategic Direction Workshop, Annual Plan Review Engagement, and Direction Diagnostic, as described on our website.
• "Engagement" means a specific instance of a Service confirmed between Kintsugi Forum and a User.
• "Deliverables" means written outputs, memos, summaries, or other materials produced by Kintsugi Forum in the course of an Engagement.
• "User", "you", "your" means the individual, firm, or organisation that engages Kintsugi Forum for advisory services.
• "We", "us", "our" means Kintsugi Forum, operating from Level 22, Menara Worldwide, 198 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.
• "Content" means any materials, documents, information, or data provided by you to Kintsugi Forum in connection with an Engagement.
• "Fees" means the remuneration payable for each Service as set out in our published pricing or in a written engagement letter.

2. Acceptance of Terms

By engaging Kintsugi Forum through our website contact form, email, telephone, or any other means, you confirm that:

• You are at least 18 years of age, or the authorised representative of a legal entity with capacity to enter into a binding agreement.
• If acting on behalf of an organisation, you have the authority to bind that organisation to these terms.
• You have read and understood these Terms and Conditions and agree to be bound by them.
• You accept that a formal Engagement commences upon written confirmation (including email) from Kintsugi Forum and, where applicable, receipt of an agreed deposit or full fee.

3. Service Description

Kintsugi Forum provides structured strategic planning advisory services to founder-led firms, managing directors, and senior leadership teams. Our current engagements are:

Strategic Direction Workshop

A two-day facilitated session designed to support senior management teams in examining their current position and exploring plausible directions over a three-year horizon. Deliverables include a written discussion summary, a one-page direction memo, and a follow-up call three weeks after the session.

Annual Plan Review Engagement

A four-week structured review for organisations that wish to examine an existing annual plan before the year closes. The engagement includes document review, three working sessions with the leadership team, and a written critique identifying three to five adjustments for the team's consideration.

Direction Diagnostic

A compact one-week engagement providing an outside perspective on an organisation's current strategic position. It includes a half-day on-site visit, confidential conversations with nominated team members, and a short written response addressing the principal questions identified during the engagement.

Services are delivered in English and are currently available to organisations based in or operating within Malaysia. Kintsugi Forum reserves the right to decline an engagement at its discretion and without obligation to provide a reason.

4. User Responsibilities

To enable Kintsugi Forum to carry out an Engagement effectively, you agree to:

• Provide accurate and complete information relevant to the scope of the Engagement in a timely manner.
• Make the nominated team members available for sessions, interviews, or on-site visits as agreed.
• Respond to reasonable requests for documents, data, or clarifications within the agreed timeframe.
• Ensure that any information shared with Kintsugi Forum does not infringe upon the rights of third parties and is yours to share.
• Not engage Kintsugi Forum for any purpose that is unlawful, deceptive, or contrary to applicable Malaysian law.
• Not attempt to reproduce, resell, or represent Kintsugi Forum's Deliverables as your own intellectual work for commercial gain.

Prohibited Activities

You agree not to:

• Share Deliverables with third parties in a manner that misrepresents their origin or purpose.
• Use Deliverables to mislead investors, regulators, or other stakeholders.
• Interfere with the orderly conduct of any session or on-site engagement.
• Record sessions without the prior written consent of Kintsugi Forum.

5. Intellectual Property

Kintsugi Forum's Rights

All methodologies, frameworks, facilitation approaches, and template structures used by Kintsugi Forum in delivering its Services remain the intellectual property of Kintsugi Forum. These are not transferred to you through any Engagement.

Deliverables Licence

Upon full payment of the agreed Fees, Kintsugi Forum grants you a non-exclusive, non-transferable licence to use the Deliverables produced specifically for your Engagement for your own internal strategic planning purposes. You may not sublicense, sell, or distribute Deliverables to third parties.

Your Content

You retain ownership of all Content and materials you provide to Kintsugi Forum. By providing Content, you grant Kintsugi Forum a limited licence to use it solely for the purpose of delivering the agreed Engagement. Kintsugi Forum will not use your Content for any other purpose without your written consent.

Anonymised Insights

Kintsugi Forum may draw on general patterns and learnings from engagements to improve its advisory practice, provided that no confidential or identifying information about your organisation is disclosed.

6. Payment Terms

Fees

Fees for each Engagement are as published on our website or as set out in a written engagement letter. All amounts are stated in Malaysian Ringgit (RM) and are exclusive of any applicable taxes unless otherwise stated.

Payment Schedule

Unless otherwise agreed in writing:

• A deposit of 50% of the Engagement fee is required to confirm a booking.
• The remaining balance is due no later than the first day of the Engagement, or as otherwise specified in the engagement letter.
• For the Direction Diagnostic, full payment is typically required at the time of confirmation.

Payment Methods

Payment may be made by bank transfer to the account details provided in the invoice. Kintsugi Forum does not accept cash for Engagement fees.

Late Payment

If payment is not received by the agreed date, Kintsugi Forum reserves the right to postpone the Engagement until outstanding amounts are settled. Persistent non-payment may result in cancellation in accordance with the Termination provisions below.

Cancellation and Refunds

• Cancellations made more than ten business days before the commencement of an Engagement will receive a full refund of any deposit paid.
• Cancellations made five to ten business days before commencement will receive a 50% refund of the deposit.
• Cancellations made fewer than five business days before commencement will not receive a refund of the deposit.
• If Kintsugi Forum cancels an Engagement due to reasons within its control, a full refund of all amounts paid will be issued.

7. Engagement-Specific Terms

Scheduling and Access

Dates and times for sessions are agreed during the onboarding process. Reasonable requests to reschedule will be accommodated where possible, subject to availability. On-site visits require appropriate access to your premises and nominated participants.

Scope

Each Engagement operates within the scope agreed at the outset. Requests to expand the scope of work materially during an Engagement will be discussed and, if agreed, may result in a revised fee. Kintsugi Forum is not obliged to carry out work beyond the agreed scope without a written variation.

Deliverable Review

You are invited to raise questions about the content of any Deliverable within ten business days of receipt. Kintsugi Forum will engage with substantive points in good faith. Deliverables represent the considered view of Kintsugi Forum based on information available during the Engagement and are not intended as legal, financial, or regulatory advice.

Third-Party Involvement

Kintsugi Forum may engage suitably qualified associates to assist with the delivery of an Engagement, subject to the same confidentiality obligations that apply to Kintsugi Forum itself.

8. Confidentiality

Both parties acknowledge that in the course of an Engagement, confidential information belonging to the other party may be shared. Each party agrees to:

• Hold the other party's confidential information in strict confidence.
• Use confidential information only for the purpose of the Engagement.
• Not disclose confidential information to third parties without the prior written consent of the disclosing party, except where required by law or regulation.

These confidentiality obligations survive the conclusion or termination of any Engagement for a period of three years.

9. Disclaimers

Kintsugi Forum provides advisory services reflecting the professional judgement of its advisers based on information made available during the Engagement. You acknowledge that:

• Advisory services are provided as structured facilitation and written analysis. They do not constitute legal, financial, accounting, regulatory, or investment advice.
• The implementation of any direction, adjustment, or recommendation arising from an Engagement remains entirely at your discretion and your organisation's responsibility.
• Business outcomes depend on many factors beyond the scope of any advisory Engagement, and Kintsugi Forum makes no representations regarding specific outcomes arising from its work.
• Services are provided on the basis of the information available at the time of the Engagement. Kintsugi Forum is not responsible for developments that occur after an Engagement concludes.

10. Limitation of Liability

To the fullest extent permitted by Malaysian law:

• Kintsugi Forum's total liability to you in connection with any Engagement shall not exceed the Fees paid for that specific Engagement.
• Kintsugi Forum shall not be liable for any indirect, consequential, special, incidental, or punitive loss, including loss of profit, revenue, business, goodwill, or anticipated savings.
• Kintsugi Forum shall not be liable for delays or failures in performance arising from circumstances beyond its reasonable control, including but not limited to public health emergencies, natural events, or infrastructure failures.

Nothing in these terms limits liability that cannot be excluded by law, including for fraud or wilful misconduct.

11. Indemnification

You agree to indemnify and hold harmless Kintsugi Forum, its advisers, and associates from and against any claims, losses, damages, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms and Conditions.
• Information or Content you provided to Kintsugi Forum that was inaccurate, misleading, or in breach of a third party's rights.
• Your use of Deliverables in a manner not permitted under these terms.

12. Termination

By You

You may withdraw from an Engagement by providing written notice. Fee obligations arising from completed work and the cancellation policy set out in Section 6 will apply.

By Kintsugi Forum

Kintsugi Forum may suspend or cease an Engagement with written notice if:

• You materially breach these terms and fail to remedy the breach within five business days of notice.
• Payment obligations are not met within the agreed timeframe.
• Continuing the Engagement would place Kintsugi Forum's advisers in an untenable professional position.

Effect of Termination

Upon termination, Kintsugi Forum will deliver any Deliverables completed to the date of termination, and Fees will be payable for work completed. Provisions relating to confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.

13. Dispute Resolution

Governing Law

These Terms and Conditions are governed by the laws of Malaysia, including the Contracts Act 1950 and applicable consumer protection legislation.

Jurisdiction

Any dispute that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of Malaysia, with Kuala Lumpur as the primary venue.

Informal Resolution

Both parties agree to attempt in good faith to resolve any dispute through direct negotiation before initiating formal proceedings. Written notice of a dispute should be directed to [email protected]. The parties will endeavour to reach resolution within 30 days of such notice.

Mediation

If informal resolution is not achieved, the parties may agree to refer the matter to a mutually acceptable mediator before commencing litigation. The costs of mediation shall be shared equally unless otherwise agreed.

14. General Provisions

Entire Agreement

These Terms and Conditions, together with any written engagement letter or proposal, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions, representations, or agreements.

Severability

If any provision of these terms is found to be invalid or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable. The validity of the remaining provisions shall not be affected.

Waiver

Failure by either party to enforce any provision of these terms on a particular occasion does not constitute a waiver of that right on any future occasion.

Assignment

You may not assign or transfer your rights or obligations under these terms without the prior written consent of Kintsugi Forum. Kintsugi Forum may assign its obligations to a suitably qualified successor or associate with written notice to you.

Notices

Formal notices under these terms should be provided in writing to the contact details set out in Section 16. Email communication is accepted for routine correspondence and formal notices, provided the sender retains confirmation of delivery.

Language

These Terms and Conditions are written in English. In the event of any inconsistency between an English version and a translation, the English version shall prevail.

15. Changes to Terms

Kintsugi Forum may update these Terms and Conditions from time to time. When material changes are made:

• The revised terms will be published on our website with an updated effective date.
• For engagements in progress at the time of a change, the terms in effect at the commencement of that Engagement will continue to apply unless both parties agree otherwise in writing.
• Your continued use of our website or initiation of new enquiries after a change is published constitutes acceptance of the revised terms for any new Engagement.

We encourage you to review these terms periodically. If you have questions about any change, please contact us before proceeding with a new Engagement.

16. Contact Information

For queries regarding these Terms and Conditions, or to raise a formal notice under Section 13: