Terms & Conditions
These terms govern the engagement between Harmoni Partners and clients seeking data privacy advisory and PDPA compliance services. Please read them carefully before engaging our firm.
1. Definitions
In these Terms and Conditions, the following terms carry the meanings set out below unless context requires otherwise:
2. Acceptance of Terms
- By submitting an enquiry form, signing an engagement letter, or otherwise instructing Harmoni Partners to proceed with Services, the Client confirms acceptance of these Terms in full.
- These Terms apply to all engagements with Harmoni Partners unless a separate written agreement expressly supersedes them.
- Clients must be at least 18 years of age and have the legal authority to bind the organization they represent. If you engage Harmoni Partners on behalf of a business entity, you represent that you have the requisite authority to do so.
- Continued use of our website or engagement with our team following any update to these Terms constitutes acceptance of the revised Terms.
3. Service Description
Harmoni Partners provides the following primary service categories:
A structured assessment covering data flow mapping, consent mechanism review, privacy notice evaluation, processing principle compliance checks, and cross-border transfer assessment. Deliverable: written compliance report with a prioritized action plan.
Advisory and documentation service covering privacy policy drafting, data retention schedules, breach response plan preparation, processor agreement templates, and employee training material creation. Addresses sensitive personal data under Section 40 of the PDPA.
Responsive advisory for organizations experiencing or suspecting a personal data breach. Covers incident assessment, containment strategy, notification obligation analysis, communications drafting, Commissioner representation, and remedial advisory.
Service scope and specific deliverables for each engagement are confirmed in a written engagement letter or proposal issued prior to commencement.
4. Engagement Process
- All engagements commence upon issuance and acceptance of a written engagement letter, scope of work, or proposal document specifying the Services to be rendered and the applicable fee.
- Harmoni Partners reserves the right to decline any engagement at its sole discretion without being required to provide a reason.
- Timelines and deliverable schedules are set out in the engagement letter and are subject to the Client providing reasonably timely access to relevant information, documentation, and personnel.
- Material changes to scope during an engagement must be agreed in writing by both parties before additional work is undertaken. Additional fees may apply to scope extensions.
- Harmoni Partners may engage suitably qualified associates or consultants to assist with service delivery where appropriate. Responsibility for the quality of deliverables remains with Harmoni Partners.
5. Client Responsibilities
To enable Harmoni Partners to deliver Services effectively, the Client agrees to:
- Provide accurate, complete, and up-to-date information relevant to the engagement promptly when requested.
- Designate an appropriate point of contact with sufficient authority to provide instructions and approvals during the engagement.
- Ensure that personnel within the Client's organization cooperate reasonably with Harmoni Partners' team during assessments and information-gathering exercises.
- Not use Deliverables for purposes outside the agreed scope or in a manner that could create legal liability for Harmoni Partners.
- Make timely payment of fees in accordance with the payment terms set out in these Terms and the engagement letter.
- Not engage Harmoni Partners for any purpose that is unlawful or contrary to applicable regulations in Malaysia.
- Implement Deliverables and advisory recommendations within the Client's own organization. Harmoni Partners is not responsible for the Client's failure to act on agreed recommendations.
6. Intellectual Property
- Harmoni Partners retains ownership of all methodologies, frameworks, templates, tools, and pre-existing intellectual property used in the delivery of Services.
- Upon full payment of applicable fees, the Client is granted a non-exclusive, non-transferable licence to use Deliverables produced specifically for the Client's engagement for the Client's own internal compliance and operational purposes.
- The Client may not resell, sublicence, publish, or distribute Deliverables to third parties without prior written consent from Harmoni Partners.
- Where the Client provides materials, documentation, or data to Harmoni Partners during the engagement, the Client confirms it has the right to share such materials and grants Harmoni Partners a limited licence to use them solely for the purpose of delivering the agreed Services.
- Harmoni Partners may reference the engagement in general terms (for example, as an anonymised case study) without identifying the Client, unless the Client objects in writing.
7. Payment Terms
- Fees for Services are stated in Malaysian Ringgit (RM) and are as set out in the engagement letter or service proposal.
- Unless otherwise agreed in writing, a deposit of fifty percent (50%) of the engagement fee is payable prior to commencement of work. The remaining balance is payable upon delivery of final Deliverables.
- For Data Breach Response & Regulatory Liaison engagements, given the time-sensitive nature of the service, full payment or a retainer arrangement may be required at the outset.
- Payment may be made via bank transfer, online banking, or such other methods as confirmed by Harmoni Partners. Banking details are provided in the invoice.
- Invoices are payable within fourteen (14) days of issue unless alternative terms are stated. Late payment may result in suspension of Services.
- All fees are exclusive of applicable taxes. Sales Service Tax (SST) or other statutory charges, where applicable, will be added to invoices.
- Refunds: Where the Client terminates an engagement after commencement, fees paid for work already completed are non-refundable. Harmoni Partners will discuss any outstanding work and fee treatment in good faith upon termination.
8. Confidentiality
- Both parties agree to keep Confidential Information shared during the engagement in strict confidence and not to disclose it to third parties without the prior written consent of the disclosing party.
- Harmoni Partners will implement reasonable internal controls to safeguard Client information and will only permit access to Confidential Information on a need-to-know basis within the firm.
- Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to the engagement; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed under applicable law or by order of a competent court or regulator.
- Where disclosure is required by law or regulatory authority, the disclosing party will, where permitted, provide prompt notice to the other party and cooperate to limit the scope of disclosure.
- Confidentiality obligations survive the termination of any engagement for a period of three (3) years unless a longer period is agreed in writing.
9. Disclaimers
Harmoni Partners is a data privacy advisory practice. Our Services do not constitute legal advice under the Legal Profession Act 1976 and should not be relied upon as such. Where formal legal advice is required, clients are encouraged to engage a qualified solicitor.
- Our advisory recommendations are based on information provided by the Client and on our professional assessment of applicable requirements under the PDPA and associated regulations at the time of the engagement. Changes in law, regulatory guidance, or the Client's circumstances after delivery of Deliverables are outside the scope of any engagement unless a new engagement is agreed.
- Harmoni Partners does not make any representation that following our advisory recommendations will result in any specific regulatory outcome, exemption from enforcement, or absence of regulatory inquiry.
- Information provided on our website is for general informational purposes and does not constitute professional advisory or a commitment to provide any specific service.
- Harmoni Partners is not responsible for the content, accuracy, or availability of third-party websites linked from our website or referenced in our materials.
10. Limitation of Liability
- To the extent permitted by applicable law, Harmoni Partners' total aggregate liability to the Client for any and all claims arising from or in connection with an engagement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.
- Harmoni Partners shall not be liable for any indirect, consequential, special, incidental, or punitive losses, including but not limited to loss of profit, business opportunity, data, or goodwill, regardless of whether such losses were foreseeable.
- Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death, or personal injury caused by the negligence of Harmoni Partners or its representatives.
- The Client agrees to take reasonable steps to mitigate any loss or damage suffered and to notify Harmoni Partners promptly of any potential claim.
- Harmoni Partners shall not be liable for delays or failures in performance resulting from circumstances outside its reasonable control, including regulatory changes, force majeure events, or the Client's failure to cooperate.
11. Termination
- Either party may terminate an engagement by providing written notice of at least fourteen (14) days to the other party, subject to the payment provisions in Section 7.
- Harmoni Partners may suspend or terminate an engagement immediately and without notice if the Client: (a) fails to make payment on agreed terms; (b) provides materially false or misleading information; (c) requests that Harmoni Partners act in a manner contrary to applicable law or professional obligations; or (d) engages in conduct that would reasonably be considered harmful to Harmoni Partners' professional reputation.
- Upon termination, the Client shall pay for all work completed and reasonable disbursements incurred up to the effective date of termination.
- Provisions relating to confidentiality, intellectual property, limitation of liability, payment obligations, and dispute resolution survive the termination of any engagement.
12. Dispute Resolution
- These Terms and all engagements between Harmoni Partners and the Client are governed by and construed in accordance with the laws of Malaysia.
- In the event of a dispute, both parties commit to first attempting resolution through good faith negotiation. Either party may initiate this process by providing written notice describing the nature of the dispute.
- If a dispute cannot be resolved within thirty (30) days of the written notice, either party may refer the matter to mediation administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur or such other mediator as agreed by the parties.
- If mediation does not resolve the dispute, either party may refer the matter to the courts of Malaysia, and the parties submit to the non-exclusive jurisdiction of the courts of Kuala Lumpur.
- The Client and Harmoni Partners each waive any right to commence proceedings in any other jurisdiction, save where the law provides otherwise.
13. General Provisions
- Entire Agreement: These Terms, together with any applicable engagement letter or proposal, constitute the entire agreement between the parties relating to the subject matter and supersede all prior communications, representations, or agreements, whether written or oral.
- Severability: If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, without affecting the validity of the remaining provisions.
- Waiver: Failure by either party to enforce any provision of these Terms at any time shall not constitute a waiver of that party's right to enforce it subsequently.
- Assignment: The Client may not assign or transfer rights or obligations under these Terms without prior written consent from Harmoni Partners. Harmoni Partners may transfer obligations to suitably qualified associates in the ordinary course of service delivery.
- Notices: Notices under these Terms shall be in writing and delivered by email (to the address on record for each party) or by post to the registered address. Email notices are deemed received on the next working day following transmission.
- Relationship: Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between the parties. Harmoni Partners acts as an independent professional practice.
14. Changes to Terms
- Harmoni Partners may update these Terms from time to time to reflect changes in our Services, applicable law, or operational practices. The revised Terms will be published on our website with an updated effective date.
- For active engagements at the time of an update, the Terms in force at the commencement of that engagement shall continue to apply unless the Client agrees in writing to the updated Terms.
- Clients are encouraged to review these Terms periodically. Continued engagement with Harmoni Partners following notification of updates constitutes acceptance of the revised Terms for new engagements.
15. Contact Information
For enquiries relating to these Terms and Conditions, contractual matters, or general legal questions about our Services, please contact us through the following: