Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms have the meanings set out below:

"Tessera"

The business operating under the name Tessera, with offices at Jalan Sultan Ismail 25, 50250 Kuala Lumpur, Malaysia.

"Website"

The website accessible at tesseraas.world and any subdomains or pages thereof.

"Services"

The advisory and facilitation services offered by Tessera, as described in these Terms and in any written project brief agreed with a client.

"Client"

A person or organisation that has entered into a written project brief with Tessera for the provision of Services.

"User"

Any person who visits or uses the Website, whether or not they are a Client.

"Project Brief"

The written document agreed between Tessera and a Client before the commencement of any engagement, setting out the scope, deliverables, timeline, and fee.

"Deliverables"

The specific written outputs defined in the Project Brief as the intended product of a given engagement.

2. Acceptance of Terms

By accessing or using the Website, you confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are accessing the Website on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms.

A binding engagement agreement is formed when both parties have signed a written Project Brief. These Terms apply to all engagements and to use of the Website, and are incorporated by reference into every Project Brief unless expressly superseded by written agreement.

3. Services Described

Tessera provides general business advisory and operational consulting services. The current service offerings are:

Services are available to clients based in Malaysia and, subject to practical feasibility, to clients requiring engagement in the broader ASEAN region. The Website is accessible globally but Tessera does not represent that its content is appropriate or lawful in all jurisdictions.

4. Engagement Terms

The following terms govern how individual engagements are structured and delivered:

• No work will commence until a written Project Brief has been agreed and signed by both parties.
• The Project Brief defines the complete scope of the engagement. Work outside the agreed scope requires a separate written brief and may attract additional fees.
• Timelines in the Project Brief are indicative unless expressly stated as binding. Delays caused by the client's failure to provide agreed access, materials, or availability may extend timelines accordingly.
• Deliverables are as described in the Project Brief. Tessera does not warrant that any particular commercial outcome will result from the delivery of a service.
• The client is responsible for decisions made on the basis of any deliverable. Tessera's output is advisory; it does not replace specialist legal, financial, or regulatory advice.

5. User Responsibilities

Users of the Website agree not to:

• Use the Website for any unlawful purpose or in a manner that violates applicable law
• Attempt to gain unauthorised access to any part of the Website or its underlying systems
• Use automated tools to scrape, index, or reproduce Website content without prior written consent
• Transmit material that is false, misleading, defamatory, or harmful to third parties
• Introduce malicious code, viruses, or other harmful software to the Website

Clients additionally agree to provide accurate and complete information relevant to their engagement, to grant reasonable access to personnel and documents as described in the Project Brief, and to engage in good faith throughout the course of the engagement.

6. Intellectual Property

All content on the Website — including text, design, structure, and underlying code — is the property of Tessera or its licensors and is protected by applicable intellectual property law. No content may be reproduced, distributed, or adapted without prior written consent.

Deliverables produced under a Project Brief are transferred to the client upon receipt of full payment. Tessera retains the right to use general methodologies, frameworks, and approaches developed in the course of engagements, provided that no client-specific or confidential information is disclosed.

Materials provided by the client for use in an engagement remain the intellectual property of the client. The client grants Tessera a limited licence to use those materials solely for the purpose of delivering the agreed services.

7. Payment Terms

Fees are as stated in the Project Brief and are denominated in Malaysian Ringgit (RM). Payment terms are:

• A deposit of 50% of the engagement fee is due upon signing the Project Brief, unless otherwise agreed in writing.
• The remaining balance is due upon delivery of the final Deliverable, unless otherwise agreed in the Project Brief.
• Invoices are payable within 14 days of the invoice date unless otherwise stated.
• Late payment may attract interest at the rate of 1.5% per month on the outstanding balance.
• Fees are non-refundable once work on the relevant phase has commenced, except where Tessera has failed to deliver the agreed Deliverable.

All fees are exclusive of applicable taxes. Clients are responsible for any withholding or other taxes that apply in their jurisdiction.

8. Confidentiality

A mutual non-disclosure agreement is put in place before any substantive exchange of information in connection with a potential or confirmed engagement. The key confidentiality principles applicable to all engagements are:

• Client information shared in connection with an engagement is held in strict confidence and is not disclosed to third parties except as required by law or with the client's prior written consent.
• Confidentiality obligations survive the termination of an engagement for a period of five years, unless a longer period is agreed in writing.
• The client agrees to maintain the confidentiality of Tessera's methodologies, frameworks, and working documents.

9. Disclaimers

The Website and its content are provided for general information purposes only and do not constitute professional advice. Tessera makes no representations or warranties, express or implied, as to the accuracy, completeness, or fitness for purpose of the information on the Website.

Advisory services are general business and operational in nature. They do not constitute legal advice, financial advice, investment advice, accounting advice, or any other form of regulated professional advice. Clients are responsible for obtaining appropriate specialist advice before making decisions of a legal, financial, or regulated nature.

Tessera does not warrant that any specific commercial outcome will result from the delivery of its services. Outcomes depend on factors outside Tessera's control, including but not limited to the client's own decisions, market conditions, and the actions of third parties.

10. Limitation of Liability

To the fullest extent permitted by Malaysian law, Tessera's total liability to any client or user arising out of or in connection with the Website or any engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.

Tessera excludes all liability for:

• Loss of profits, revenue, or anticipated savings
• Loss of business or business opportunity
• Loss or corruption of data
• Indirect, consequential, special, or punitive loss

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

11. Indemnification

Clients agree to indemnify and hold Tessera harmless against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the client's use of Deliverables in a manner inconsistent with these Terms or the Project Brief; (b) the client's breach of any obligation under these Terms; or (c) any claim by a third party arising from the client's decisions or actions taken on the basis of Tessera's advisory output.

12. Termination

Either party may terminate an engagement by written notice if the other party has materially breached these Terms or the Project Brief and has failed to remedy that breach within 14 days of written notice identifying the breach.

Tessera may terminate an engagement immediately if the client fails to pay any amount due and that failure continues for more than 30 days after the due date.

On termination, the client shall pay for all work completed up to the date of termination at the rate pro-rated from the Project Brief fee. Clauses relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.

13. Dispute Resolution

These Terms and all engagements are governed by the laws of Malaysia. The parties agree to submit to the non-exclusive jurisdiction of the courts of Malaysia in relation to any dispute arising under these Terms.

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If a dispute is not resolved within 30 days of one party giving written notice of the dispute to the other, either party may refer the matter to mediation administered by the Asian International Arbitration Centre (AIAC) before pursuing litigation.

14. General Provisions

Entire agreement

These Terms, together with any Project Brief, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, agreements, or understandings.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it on a subsequent occasion.

Assignment

Neither party may assign its rights or obligations under these Terms or a Project Brief without the prior written consent of the other party.

Force majeure

Neither party is in breach of these Terms if unable to perform its obligations due to circumstances genuinely beyond its reasonable control, provided the affected party gives prompt written notice and takes reasonable steps to mitigate the effect.

Notices

Formal notices under these Terms must be in writing and delivered by email with confirmation of receipt, or by hand, to the contact details set out in the Project Brief.

15. Changes to Terms

Tessera may update these Terms from time to time. Updated Terms are effective upon publication on the Website. Continued use of the Website or engagement in services after such publication constitutes acceptance of the revised Terms. Material changes will be reflected in a revised "Last Updated" date. Engagements already governed by a signed Project Brief continue under the Terms in force at the time of signing, unless both parties agree in writing to apply updated Terms.

16. Contact