Terms & Conditions

1. Definitions

• "Ardentia", "We", "Us" and "Our" refer to Ardentia, registered in Malaysia.
• "Client" and "You" refer to any person or organisation that accesses our website or engages our services.
• "Services" refers to the advisory and consulting engagements described on our website, including but not limited to Change Readiness Review, Change Roadmap & Communications Plan, and Embedded Change Support.
• "Agreement" refers to these Terms and Conditions together with any engagement letter, proposal or statement of work agreed in writing between the parties.
• "Deliverables" refers to any written reports, plans, materials or documents produced by Ardentia for a Client in the course of a Service.

2. Acceptance of Terms

By using this website or engaging Ardentia's services, you confirm that:

• You are at least 18 years of age or are acting on behalf of an organisation that has authorised your engagement.
• You have the legal capacity and authority to enter into a binding agreement.
• You accept these Terms and Conditions in full.

For corporate clients, the individual accepting these terms represents that they have authority to bind the organisation.

3. Service Description

Ardentia offers organisational change management advisory services to businesses and organisations in Malaysia. Our current service portfolio comprises three fixed-scope engagements: Change Readiness Review, Change Roadmap & Communications Plan, and Embedded Change Support. Full descriptions of each service, including scope and pricing, are available on our website.

Services are delivered remotely and on-site across Malaysia. We do not guarantee availability at any specific time or location; all engagements are subject to mutual scheduling agreement.

4. Client Responsibilities

To enable effective delivery of our services, the Client agrees to:

• Provide accurate, complete and timely information relevant to the engagement.
• Make available the agreed contacts, participants and materials within the timeframes set out in the engagement letter.
• Notify Ardentia promptly of any material changes to the situation that may affect the scope or approach.
• Use Ardentia's deliverables responsibly and in the context for which they were prepared.
• Not misrepresent Ardentia's findings, recommendations or deliverables to third parties.

5. Intellectual Property

All proprietary frameworks, methodologies, tools and processes used by Ardentia remain the intellectual property of Ardentia. Deliverables produced for a specific engagement become the property of the Client upon full payment, with the following conditions:

• The Client may use Deliverables internally for the purposes for which they were produced.
• The Client may not reproduce, resell or distribute Deliverables as advisory products without written consent from Ardentia.
• Ardentia retains the right to reference the nature and general scope of the engagement (without identifying the Client) for professional development purposes, unless the Client requests otherwise in writing.

All content on this website, including text, design and structure, is owned by Ardentia and may not be reproduced without permission.

6. Payment Terms

All fees are stated in Malaysian Ringgit (MYR). Unless otherwise agreed in writing:

• 50% of the engagement fee is payable upon commencement.
• The remaining 50% is payable upon delivery of the final agreed Deliverable.
• Payment is due within 14 days of invoice.
• Services Tax (SST) is applied where applicable under Malaysian law.
• Late payments may incur interest at a rate of 1.5% per month on the outstanding balance.

Ardentia reserves the right to pause or delay delivery if payment obligations are not met.

7. Service-Specific Terms

Each engagement is governed by a written engagement letter that specifies the scope, timeline, deliverables and fee. In the event of any conflict between an engagement letter and these Terms, the engagement letter takes precedence for that engagement.

Scope changes must be agreed in writing by both parties before additional work is undertaken. Ardentia will not incur costs on behalf of the Client without prior written authorisation.

Timelines are indicative and depend on the Client's timely participation. Delays caused by the Client may extend the engagement without additional cost to Ardentia.

8. Confidentiality

Both parties agree to treat as confidential any information designated as such or that is clearly of a sensitive nature. Ardentia will not disclose Client information to third parties without consent, except as required by law. Clients may request a separate Non-Disclosure Agreement (NDA) before any substantive information is shared.

9. Disclaimers

Ardentia's advisory services are provided on an "as is" and "as available" basis. We do not warrant that our services will produce specific outcomes. Change management is inherently dependent on organisational circumstances outside our control, and results will vary.

Nothing in our services constitutes legal, financial, medical or other regulated professional advice. Clients should obtain independent professional advice where necessary.

Our website content is provided for informational purposes only and may not reflect the most recent developments.

10. Limitation of Liability

To the fullest extent permitted by Malaysian law:

• Ardentia's total aggregate liability to any Client shall not exceed the total fees paid by that Client in the 12 months preceding the event giving rise to the claim.
• Ardentia shall not be liable for any indirect, incidental, consequential or punitive damages, including loss of profits or business opportunity.
• Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control (force majeure), including natural events, governmental action, or widespread infrastructure failures.

11. Indemnification

The Client agrees to indemnify and hold harmless Ardentia, its principals and associates, from any claims, losses or expenses (including reasonable legal fees) arising from: (a) the Client's misuse of Deliverables; (b) inaccurate or misleading information provided to Ardentia; or (c) the Client's breach of these Terms.

12. Termination

Either party may terminate an engagement by giving 14 days' written notice. Upon termination:

• Fees are due for all work completed up to the date of termination.
• Any Deliverables produced to that point will be provided to the Client upon settlement of outstanding fees.
• Obligations of confidentiality and intellectual property restrictions survive termination.

Ardentia may terminate an engagement immediately where the Client has materially breached these Terms and failed to remedy the breach within 7 days of written notice.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Malaysia. The parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

Before initiating any formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. If informal resolution fails after 30 days, either party may proceed to mediation through the Malaysian Mediation Centre or, if necessary, legal action.

14. General Provisions

• Entire agreement: These Terms, together with any applicable engagement letter, constitute the entire agreement between the parties and supersede any prior representations or understandings.
• Severability: If any provision is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision of these Terms on one occasion does not waive the right to enforce it on another.
• Assignment: Neither party may assign rights or obligations under these Terms without the other party's prior written consent.
• Notices: Formal notices must be in writing and sent by email or post to the addresses specified in the engagement letter or, for website-related matters, to [email protected].

15. Changes to These Terms

We may revise these Terms from time to time. Changes will be reflected by an updated date at the top of this page. Where changes are material, we will take reasonable steps to give advance notice. Your continued use of our website or services after any revision constitutes acceptance of the updated Terms.

16. Contact

For any questions or concerns about these Terms, please contact: