Terms of Service

1. Acceptance of These Terms

These Terms of Service govern your access to and use of the website operated by GDG LIVE SDN. BHD. and the professional services we provide. By browsing this website, submitting an enquiry, accepting a proposal or otherwise engaging our company, you agree to be bound by these terms.

If you do not agree with any part of these terms, you should not use our website or engage our services. Where a signed agreement, statement of work or proposal exists between you and GDG LIVE SDN. BHD., that document takes precedence over these terms to the extent of any conflict.

We may update these terms from time to time. The version in force is the one published on this page on the date you use our website or services, unless a separate written agreement says otherwise.

2. Definitions

In these terms, Company, we, us and our refer to GDG LIVE SDN. BHD., a company registered in Malaysia with a studio at 26 Jalan Liku Bangsar, Kuala Lumpur - 59100, Malaysia (MY). Client, you and your refer to the person or organisation using our website or engaging our services.

Services means the computer systems design, integration, engineering, assessment and support work described in a proposal or statement of work. Deliverable means any software, configuration, documentation, report or other output we provide. Materials means data, content, credentials and systems supplied by the client or accessed under the client authority.

Statement of work means a written description of a project that references these terms and sets out scope, schedule, fees and acceptance criteria. Business day means a day other than a Saturday, Sunday or public holiday in Malaysia.

3. Eligibility and Authority

You must have the legal capacity to enter a binding agreement to engage our services. If you act for an organisation, you confirm that you are authorised to bind that organisation to these terms and to any statement of work you accept.

You agree to provide accurate and current information when identifying yourself and your organisation, and to keep that information up to date during the engagement. We may decline or discontinue a relationship where identity or authority cannot be verified.

Our website and services are offered to businesses and professionals. We do not direct them at children, and we may require evidence of authority before acting on instructions that carry significant commercial or security consequences.

4. Our Services

GDG LIVE SDN. BHD. provides computer integrated systems design and related information technology consulting. Our core service lines are Enterprise Systems Integration, Custom Software Engineering, Cloud Infrastructure Design, Cybersecurity Assessment, Data Platform Engineering and Managed IT Support.

The precise deliverables, assumptions and boundaries of any engagement are defined in the applicable proposal or statement of work. Descriptions on our website are for general information and do not constitute an offer capable of acceptance on their own.

We perform our work with reasonable skill and care and in accordance with recognised professional practice. Unless expressly stated in a statement of work, we do not guarantee any particular business outcome, revenue result or performance figure.

5. Proposals and Statements of Work

A proposal we issue remains valid for the period stated in it, or for thirty days if no period is stated. A contract is formed when you accept a proposal in writing or when both parties sign a statement of work.

Each statement of work forms part of the agreement and is read together with these terms. Where two documents conflict, the order of precedence is the signed statement of work, then these terms, then any proposal or quotation, unless the parties agree otherwise in writing.

Any work we perform before a statement of work is signed, such as a paid discovery exercise or an urgent stabilisation task, is governed by these terms unless a separate written agreement applies to that work.

6. Client Responsibilities

Successful delivery depends on cooperation. You agree to provide timely access to systems, personnel, documentation and decision makers as reasonably required for the work. You agree to nominate a primary contact who is authorised to approve scope, schedules and deliverables.

You are responsible for the accuracy and legality of the materials you supply, for holding any licences needed for third party components in your environment, and for maintaining appropriate backups of your own data unless the statement of work says otherwise.

You agree not to ask us to perform any act that would breach applicable law, infringe the rights of a third party or violate a licence. Where your instructions would create such a risk, we may suspend the affected work and explain the concern in writing.

7. Fees, Invoicing and Payment

Fees for our services are set out in the applicable statement of work and may be fixed, time and materials, or based on a retained capacity model. Unless stated otherwise, invoices are issued according to the schedule in the statement of work and are payable within thirty days of the invoice date.

Amounts that remain unpaid after the due date may attract a late payment charge at the rate stated in the statement of work, or where no rate is stated, at a reasonable rate permitted by law. We may suspend work and withhold deliverables where undisputed invoices remain unpaid.

You agree to raise any bona fide dispute about an invoice within fourteen days of receipt, with supporting detail. Disputed amounts may be withheld, but undisputed amounts must still be paid on time.

8. Taxes

Fees stated in a statement of work are exclusive of applicable taxes unless the document clearly says otherwise. You are responsible for any sales, service, withholding or other tax imposed on the transaction, other than tax based on our net income.

If a withholding tax applies, you agree to provide official documentation of the amount withheld so that we can claim any available credit. Where a tax authority later assesses an amount that should have been collected, the responsible party will settle it promptly.

Each party will cooperate reasonably in providing information required for tax reporting and will give notice of any change in tax status that affects the engagement.

9. Expenses and Disbursements

Reasonable travel, accommodation and third party costs incurred directly for a project may be charged to the client where the statement of work allows it. We seek prior approval for material expenses and we provide supporting receipts with the relevant invoice.

Where a project requires licences, subscriptions or hardware purchases, these may be procured on the client behalf with written consent, or purchased directly by the client. Ownership and renewal responsibility follow the arrangement recorded in the statement of work.

We avoid unnecessary expenditure and choose reasonable options. If the client sets a budget or a policy for expenses, we will follow it once it is agreed in writing.

10. Changes to Scope

Requirements evolve, and we plan for that. A change to scope, schedule or cost is handled through a written change request that describes the variation, its impact and any adjustment to fees or dates. Work on the change begins once both parties accept the request.

Where an urgent change is necessary to protect a live system, we may act immediately and document the change afterwards with the client approval. We will not use this provision to bypass proper authorisation for ordinary scope growth.

If a change request is declined, we will continue with the original agreed scope, and the client remains responsible for any schedule impact caused by a delay in deciding on the change.

11. Timelines and Dependencies

Schedules are estimates based on the assumptions recorded in the statement of work. We will meet agreed dates where the client fulfils its dependencies, and we will give prompt notice where a dependency is at risk of causing delay.

Client dependencies may include timely access to subject matter experts, test environments, data, credentials, third party vendors and decision makers. Where a dependency is delayed, we may adjust the schedule and, where appropriate, reallocate team members to other work.

We may provide estimates of effort in good faith. Unless a statement of work states a fixed price for a fixed scope, estimates are not guarantees and are refined as more information becomes available.

12. Deliverable Acceptance

Acceptance criteria are set out in the statement of work. Where deliverables are provided for review, the client will assess them within the review period stated in the document, or within ten business days where no period is stated.

If a deliverable does not meet the agreed criteria, the client will notify us with specific detail, and we will correct the matter at no additional charge where the failure is ours. If the deliverable meets the criteria, it is deemed accepted once the review period ends.

Where the client uses a deliverable in production, accepts it in writing or requests work that depends on it, the deliverable is treated as accepted even if formal sign off has not yet been recorded.

13. Intellectual Property

Each party retains ownership of the intellectual property it owned before the engagement. Our pre existing tools, frameworks, libraries, methods and know how remain our property, and we grant the client a licence to use them as embedded in the deliverables.

Upon full payment of the fees for a project, we assign to the client the rights in the bespoke deliverables created specifically for that project, excluding our pre existing materials and third party components. The client grants us a licence to retain and reuse general knowledge, techniques and skills acquired during the work.

We may reference the existence of an engagement in a client list or a case study only with the client prior written approval, and never in a way that discloses confidential information.

14. Client Materials and Licences

The client retains ownership of the materials it supplies and grants us a licence to use them solely for the purpose of performing the services. The client confirms that it has the rights needed to grant that licence and that the materials do not infringe the rights of any third party.

On termination or completion of the engagement, we will return or securely dispose of client materials in our possession, subject to any retention required by law or by our professional obligations. We will confirm the action in writing where the client asks.

Where a deliverable incorporates a client trademark or brand asset, the client grants the licence needed for that use, and we will follow any brand guidelines the client provides.

15. Confidentiality

Each party may receive confidential information from the other. The receiving party will use that information only to perform the agreement, will protect it with reasonable care, and will not disclose it to a third party except as permitted by these terms.

Confidential information does not include information that is public through no fault of the receiving party, was already lawfully known, is received from a third party without restriction, or is independently developed. Where disclosure is required by law, the receiving party will give notice where permitted and limit the disclosure.

These confidentiality obligations continue for a period of five years after the end of the engagement, and indefinitely for trade secrets and personal data.

16. Data Protection

Each party will comply with applicable data protection law. Where we process personal data on the client behalf, we act as a processor and the client acts as the controller, and our processing is governed by the written agreement and our privacy policy.

We will implement appropriate technical and organisational measures, assist the client with data subject requests and impact assessments where required, and notify the client without undue delay of any personal data breach affecting the engagement.

Where we engage a subprocessor, we will impose equivalent obligations and remain accountable to the client for the performance of those obligations. Client instructions about data residency and access controls are recorded in the statement of work.

17. Security Responsibilities

We protect our own systems and the environments we manage using appropriate safeguards. The client is responsible for its own security posture, access policies and the actions of its users, except where the statement of work places a specific duty on us.

The client will not share credentials in an insecure manner and will disable accounts promptly when a person leaves a role. Where we discover a vulnerability in a client system, we will report it and may recommend a remediation path.

Security measures must never be bypassed to save time. If a client instruction would weaken a control in a way that creates material risk, we may decline and will propose an alternative that achieves the business objective more safely.

18. Third Party Components

Our deliverables may include open source or commercial third party components. Those components are governed by their own licences, which the client agrees to observe. We identify material components in the relevant documentation.

We select components with reasonable care and keep them current where the engagement includes maintenance. We do not warrant third party software beyond the warranty, if any, offered by its provider.

If a third party component is discontinued or changes its licensing terms, we will advise the client of the options and any impact on the deliverable, and we will support a reasonable migration path.

19. Warranties and Disclaimers

We warrant that the services will be performed in a professional and workmanlike manner by suitably qualified personnel and, where we provide bespoke deliverables, that they will materially conform to the agreed specification for a period of thirty days after acceptance.

Except as expressly stated, the services and deliverables are provided without any other warranty, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non infringement.

We do not warrant that a system will be free from every defect or that it will operate without interruption, because such guarantees are not achievable in complex technology environments. We do warrant that we will respond to reported issues in line with the agreed support terms.

20. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising out of or in connection with the agreement.

Our total aggregate liability under an engagement is limited to the total fees paid by the client for the services giving rise to the claim during the twelve months preceding the event, except for liability that cannot lawfully be limited.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that applicable law does not permit to be excluded or restricted.

21. Indemnity

We will indemnify the client against third party claims that a bespoke deliverable we created infringes a copyright or patent, provided the client promptly notifies us and allows us to control the defence. This indemnity does not apply where the claim arises from client materials, client modifications or use outside the agreed purpose.

The client will indemnify us against third party claims arising from the materials it supplies, from its instructions, or from its use of a deliverable in breach of law or licence, provided we promptly notify the client and cooperate in the defence.

Where an infringement claim is made, we may procure the right for continued use, modify the deliverable to avoid infringement, or replace it with an equivalent, and where none of these is reasonably available, we may terminate the affected work and refund prepaid fees for the affected deliverable.

22. Term and Termination

An engagement begins on the effective date of the statement of work and continues until the work is complete or the agreement is terminated in accordance with these terms. Either party may terminate for convenience with thirty days written notice.

Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen days of written notice, becomes insolvent, enters administration or ceases to carry on business. We may also suspend services where required to comply with law or to protect a system from harm.

Termination does not affect any right or obligation that accrued before the effective date of termination, and provisions intended to survive will continue in force.

23. Effects of Termination

On termination the client will pay for all services performed and expenses properly incurred up to the effective date. We will provide the deliverables completed and paid for, and we will cooperate in a reasonable transition to another provider where the client requests it.

Each party will return or destroy the other confidential information in its possession, subject to retention required by law and to the needs of bona fide accounting, audit and dispute purposes.

Where services are terminated during an agreed term, the client remains liable for any non cancellable commitments we made on its behalf with its approval, including third party subscriptions and licences.

24. Force Majeure

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, governmental action, labour dispute, power failure or widespread network disruption.

The affected party will notify the other promptly, describe the impact and use reasonable efforts to resume performance. If the event continues for more than sixty days, either party may terminate the affected work without liability other than for amounts already due.

Force majeure does not excuse an obligation to pay amounts that fell due before the event, and it does not apply where the failure is caused by a party neglect of reasonable business continuity measures.

25. Acceptable Website Use

You agree to use our website lawfully and not to interfere with its operation or security. You must not attempt to gain unauthorised access, introduce malicious code, scrape data at a disruptive rate or use the site in a way that harms other visitors.

The content on our website is provided for general information and may change without notice. We grant you a limited licence to view and print pages for your own professional use, and we reserve all other rights in our content and branding.

We may restrict or withdraw access to the website, in whole or in part, if we reasonably believe it is being used unlawfully or in breach of these terms.

26. Governing Law and Disputes

These terms are governed by the laws of Malaysia, and the parties submit to the non exclusive jurisdiction of the courts of Malaysia. Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute through senior level discussion.

If a dispute is not resolved within thirty days of written notice, the parties may refer it to mediation before a mutually acceptable mediator, with the costs shared equally unless the mediator decides otherwise.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction to protect its confidential information or its rights.

27. General Provisions

These terms, together with any statement of work, form the entire agreement between the parties and supersede prior discussions on the same subject. A waiver of a breach is not a waiver of any later breach, and no variation is effective unless made in writing and accepted by both parties.

If a provision is found unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force. Neither party may assign the agreement without the other written consent, which will not be unreasonably withheld.

Notices must be sent to the addresses recorded in the statement of work, or to admin@gdglive.lol for the company. The parties are independent contractors, and nothing in this agreement creates a partnership, agency or joint venture.

This agreement may be signed electronically, and a signed copy delivered by electronic means has the same effect as an original.

28. Contact Information

Questions about these Terms of Service may be directed to our team at any time. We will respond as promptly as we can.

You may also reach us through our website contact page, and we will route your message to the team member best placed to help.