General terms
These Terms of Service govern client access to Elythra's website and professional services, including bespoke software development, integration, support, and consultancy. By engaging Elythra or using our site, you accept these terms. Services are provided subject to agreement between Elythra and the client, and to applicable Malaysian law.
Eligibility and client qualifications
Clients must be legal entities or representatives of legal entities authorized to contract on behalf of their organization. By accepting these terms you confirm you have authority to engage Elythra and to provide any required instructions, materials, and approvals.
You confirm you are of legal age to enter into binding contracts on behalf of the organization you represent in Malaysia or in the jurisdiction applicable to your entity.
Services must be used lawfully. You must not request Elythra to develop software intended to commit unlawful acts, infringe third-party rights, or facilitate evasion of applicable controls or sanctions.
Elythra provides services primarily to clients operating in Malaysia. Provision of services to entities in other jurisdictions may be subject to export control, sanctions, or other legal restrictions.
Accounts and access
Accounts, portals, or project management access provided by Elythra are for authorized client personnel only. Credentials must be kept secure and not shared outside your organization.
You are responsible for the accuracy of information provided to Elythra, including project requirements, data, and contact details. Inaccurate or incomplete information may affect project timelines and outcomes.
Clients must implement reasonable security practices for their systems and accounts. Elythra will maintain industry-standard security for systems under our control and will cooperate on incident response where applicable.
Account access and any subscriptions or contracts are non-transferable without Elythra's prior written consent.
If you suspect unauthorized access to your project or account, notify Elythra immediately at privacy@tvorra.info or by telephone at +60124946078 so we can take appropriate steps to secure systems and contribute.
Elythra may suspend access to services for breach, non-payment, or to address security incidents. Suspension will be proportionate and Elythra will seek to minimize operational disruption.
Services and deliverables
Elythra provides bespoke software development, system integration, technical consultancy, and support as defined in individual project statements of work. Deliverables, milestones, and acceptance criteria will be documented in the project agreement.
Scope changes may be requested by the client and will be documented as change orders. Changes may affect price, timeline, and resource allocation. Elythra will provide estimates for any proposed changes prior to implementation.
Elythra will use reasonable efforts to meet agreed service levels. Availability estimates are provided in project documents when applicable. Scheduled maintenance and agreed downtime will be communicated in advance.
Use rules and acceptable conduct
Clients and users accessing Elythra services must adhere to the following conduct guidelines:
- Use services only for lawful business purposes related to your organization.
- Do not attempt to bypass security, probe for vulnerabilities, or access other clients' data.
- Respect third-party intellectual property and licensing terms when providing materials.
- Provide timely approvals and information required for project delivery.
- Do not submit defamatory, abusive, or otherwise unlawful content to Elythra systems.
- Comply with export controls, sanctions, and applicable activity restrictions relevant to your project.
- Cooperate with incident response and contribute related to security or compliance concerns.
Client content and materials
Client-supplied content includes data, materials, specifications, and other assets provided to Elythra for use in connection with services.
Clients retain ownership of their data and materials. Elythra does not acquire ownership of client content except as expressly provided in a written agreement.
Clients grant Elythra a limited, non-exclusive license to use, reproduce, modify, and store client content solely to perform the services described in the applicable agreement.
Clients represent and warrant they have the rights necessary to provide materials to Elythra and that such materials do not infringe third-party rights or violate law.
Elythra may remove or refuse to use content that violates these terms or applicable law and will notify the client when practical. Removal does not affect the client’s obligations under the agreement.
Intellectual property
Intellectual property rights in Elythra's pre-existing tools, methodologies, code libraries, and templates remain the property of Elythra. Deliverables created specifically for the client will be licensed or assigned as set out in the project agreement.
- You may not reproduce or redistribute Elythra proprietary components outside the scope of the license granted in the agreement.
- Reverse engineering of Elythra proprietary software is prohibited except where permitted by applicable law.
- Use of Elythra activity or branding requires prior written consent.
Paid services, pricing and payments
Paid services are governed by the terms of the relevant proposal, statement of work, or invoice. Fees and payment terms are specified in those documents.
Project fees are calculated based on scope, resources, and timelines. Estimates and fixed-price proposals are valid for the period specified in the proposal. Time-and-materials work will be invoiced in accordance with agreed rates.
Payments are due in accordance with the invoice schedule. Late payments may incur interest and suspension of services. Invoices should be paid in the currency specified in the agreement.
Where subscription-based services are offered, subscriptions renew on the agreed cadence and terminate according to the subscription terms set out in the agreement.
Refunds are handled based on the contract terms and the nature of the service. Generally, fees for services rendered or work completed are non-refundable, except as required by applicable law or agreed in writing.
Cancellation rights and notice periods are set out in the contract. Early termination may result in charges for work performed and reasonable wind-down costs.
Clients are responsible for applicable taxes unless otherwise specified. Elythra will invoice applicable taxes in accordance with Malaysian tax law.
Elythra may adjust pricing for future services with prior notice as specified in contracts. Existing fixed-price agreements will not be affected except by mutual written agreement.
Non-payment may result in suspension of services, collection activity, and recovery of costs. Elythra may also retain ownership of deliverables until payment obligations are settled, as permitted by contract and law.
Disclaimer
Elythra provides services on a commercially reasonable basis. Except where prohibited by law, Elythra disclaims all warranties, whether express or implied, including merchantability or fitness for a particular purpose, beyond those explicitly stated in a written agreement.
Limitation of liability
To the maximum extent permitted by law, Elythra's aggregate liability arising out of or related to the services will be limited to the amounts paid by the client for the specific services giving rise to the claim in the 12 months preceding the event. Elythra will not be liable for consequential, incidental, or punitive damages except where such limitations are unenforceable under applicable law.
Third-party services
Where services involve third-party products or services, Elythra acts as facilitator and is not responsible for third-party performance, availability, or terms. Clients may be required to accept third-party licenses directly.
Termination and suspension
Either party may terminate the agreement for material breach if the breach is not remedied within a specified cure period. Elythra may also terminate for non-payment or where continued performance would violate law or compromise security.
Upon termination, the client will pay for work performed to date, return confidential materials, and cease use of Elythra proprietary components except as permitted by the agreement. Data retention and deletion procedures will follow contract terms and applicable law.
Privacy and data protection
Elythra processes personal data in accordance with its privacy policy. The privacy policy describes categories of data processed, purposes, legal bases, retention periods, and rights available to data subjects.
Communications and notices
Notices under these terms must be in writing and delivered to the contact details in the agreement or to Elythra at the address below. Electronic communications are effective upon transmission.
Changes to terms
Elythra may update these terms for operational or legal reasons. Material changes affecting existing contracts will be provided with reasonable notice and, where required, client consent will be sought.
Governing law
These terms are governed by and construed in accordance with the laws of Malaysia. Parties submit to the non-exclusive jurisdiction of Malaysian courts unless otherwise agreed in writing.
Dispute resolution
Disputes should be escalated in good faith through designated contact persons. Parties will attempt to resolve disputes through negotiation or mediation before initiating formal legal proceedings.