These Terms and Conditions ("Agreement") constitute a legally binding agreement between LOOTZ SDN BHD ("Company," "we," "our," or "us") and the Client ("Client," "you," or "your") in respect of the provision of services. By engaging our services, you acknowledge and agree to be bound by the following terms:
1. Scope of Services
The Company provides enterprise AI platforms, intelligent automation solutions, AI orchestration infrastructure, private AI deployment, and scalable cloud-native infrastructure ("Services"). The specific deliverables, integration requirements, and project scope shall be detailed in a separate signed proposal, quotation, or Statement of Work (SOW).
2. Payment Terms
(a) Payments must be made in accordance with the schedule specified in the SOW or project agreement.
(b) Except as otherwise agreed in writing, all payments made by the Client are strictly non-refundable once development, provisioning, or consulting services have commenced.
3. Intellectual Property
(a) Subject to full settlement of all sums due to the Company, ownership of custom-developed software components created specifically for the Client shall transfer to the Client.
(b) Company proprietary platforms, pre-existing tools, core orchestration libraries, frameworks, and workflows ("Company IP") shall remain the exclusive property of the Company. The Client is granted a non-exclusive, non-transferable, revocable licence to use such Company IP solely in connection with the deployed solution.
(c) Third-party systems, open-source models, APIs, and cloud services used in the project remain subject to their respective licensing agreements and terms of service.
4. Client Responsibilities
(a) The Client shall provide all necessary credentials, APIs, datasets, documentation, and technical support required for deployment in a timely manner.
(b) The Client is solely responsible for ensuring that all data provided for training, testing, or processing does not infringe upon any third-party rights or violate applicable data protection laws.
(c) The Client shall indemnify and hold harmless the Company from and against any and all claims, damages, losses, liabilities, or expenses arising from or in connection with the Client's data, systems, or compliance failures.
5. Deployment and Functionality
(a) While the Company uses advanced technology and industry standards, the Company does not guarantee that AI models will be 100% accurate, error-free, or free from hallucinations. AI deliverables are tools to assist operation and decision-making, and final validation remains the responsibility of the Client.
(b) System responsiveness and user interfaces will be optimized for standard web browsers and devices (desktop, tablet, and mobile).
6. Hosting, Infrastructure and Support
(a) Where the Company manages cloud infrastructure or private servers for the Client, services shall be governed by the uptime SLA of the underlying cloud provider (e.g., AWS, Azure, Google Cloud).
(b) Maintenance, support, and SLA response times are subject to the terms of the service level agreement signed between the parties. The Company shall not be liable for outages caused by third-party cloud infrastructure failures.
7. Revisions and Modifications
(a) Scope changes and revisions during development are subject to the process outlined in the SOW. Additional rounds of modifications or feature requests outside the agreed scope will be billed under a separate change order.
8. Limitation of Liability
(a) The Company shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or business opportunities, arising from the deployment or operation of the AI and cloud infrastructure.
(b) In any event, the Company's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Company for the specific project or service period in question.
9. Termination and Cancellation
Either party may terminate the engagement in accordance with the cancellation clauses specified in the SOW or project agreement. Upon termination, the Client shall pay for all work completed up to the effective date of termination.
10. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts of Malaysia.
11. Amendments
The Company reserves the right to amend or vary these Terms and Conditions at any time. The most recent version published on the Company's website shall prevail.