Terms & Conditions
These Terms and Conditions govern your engagement with Wawasan Counsel and outline the responsibilities, rights, and obligations of both parties. Please read them carefully before using our services.
1. Definitions
In these Terms and Conditions, the following terms carry the meanings set out below unless the context requires otherwise:
- "Agreement" — These Terms and Conditions, together with any service engagement letter or proposal issued by Wawasan Counsel.
- "We / Us / Our" — Wawasan Counsel, a corporate advisory firm registered in Malaysia with its principal office at Level 18, Menara Hap Seng, Jalan P. Ramlee, 50250 Kuala Lumpur.
- "Client / You / Your" — Any individual, company, or entity that engages Wawasan Counsel for professional services.
- "Services" — Corporate formation, governance advisory, compliance management, dispute facilitation, and related professional services offered by Wawasan Counsel.
- "Content" — Documents, reports, templates, analyses, guidance notes, and other written materials prepared by Wawasan Counsel in the course of delivering Services.
- "SSM" — Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia), the statutory body responsible for company registration and regulatory compliance in Malaysia.
- "Companies Act" — The Companies Act 2016 of Malaysia, as amended or supplemented from time to time.
2. Acceptance of Terms
By submitting an enquiry, signing an engagement letter, or proceeding with any Service delivered by Wawasan Counsel, you confirm that:
- You have read, understood, and agree to be bound by these Terms and Conditions.
- You are at least 18 years of age and possess the legal capacity to enter into a binding agreement.
- If acting on behalf of a company or organisation, you have the authority to bind that entity to this Agreement.
- You will provide accurate, complete, and current information necessary for the delivery of Services.
These Terms apply to all engagement types including one-time projects, retainer arrangements, and consultation sessions.
3. Service Description
Wawasan Counsel provides professional corporate advisory services within Malaysia. Our current service portfolio includes:
Company Incorporation & Structuring
Guidance and document preparation for registering business entities with SSM, including Sdn Bhd, LLP, and sole proprietorships. Includes 90 days of post-incorporation secretarial support.
Corporate Governance & Compliance Advisory
Ongoing advisory services covering board documentation, annual returns, regulatory monitoring, and quarterly compliance reviews aligned with the Companies Act 2016.
Shareholder Disputes & Corporate Restructuring
Structured facilitation for resolving shareholder disagreements, including agreement analysis, mediation coordination, minority rights advisory, and restructuring documentation.
Wawasan Counsel reserves the right to decline an engagement or limit the scope of Services at its professional discretion. Availability of specific Services may vary based on regulatory changes or capacity.
4. Client Responsibilities
The quality and timeliness of Services depend on the cooperation and responsiveness of the Client. You agree to:
- Provide accurate, complete, and up-to-date information required for your engagement.
- Notify Wawasan Counsel promptly of any material changes to your business structure, ownership, or regulatory status.
- Review and respond to correspondence, document requests, and draft materials within the timelines agreed in your engagement letter.
- Obtain any third-party consents, approvals, or documentation necessary for the delivery of Services.
- Use all Content delivered by Wawasan Counsel only for the purposes outlined in your engagement and in accordance with applicable Malaysian law.
- Refrain from any action that would expose Wawasan Counsel to legal liability, reputational harm, or regulatory sanctions.
Delays or errors arising from incomplete or inaccurate information provided by the Client shall not constitute a breach of our obligations under this Agreement.
5. Intellectual Property
All methodologies, templates, frameworks, proprietary processes, and general know-how developed by Wawasan Counsel remain the intellectual property of Wawasan Counsel. Upon full payment of fees, you are granted a limited, non-exclusive, non-transferable licence to use the Content specifically prepared for your engagement for your own internal business purposes.
You may not:
- Reproduce, distribute, or publish Content without prior written consent from Wawasan Counsel.
- Use Content to provide advisory or professional services to third parties.
- Remove or alter any proprietary notices, attributions, or confidentiality markings in documents.
Documents filed with SSM or other regulatory bodies on your behalf become public records subject to Malaysian law and are not subject to the above restrictions once registered.
6. Fees & Payment
6.1 Fee Structure
All fees are quoted in Malaysian Ringgit (MYR) and are exclusive of applicable government charges, SSM filing fees, third-party disbursements, and any taxes including SST where applicable. The fee for each engagement will be set out in a written proposal or engagement letter prior to commencement.
6.2 Payment Terms
Payment terms are specified in the engagement letter. In the absence of specific terms, invoices are due within 14 calendar days of issue. For retainer arrangements, fees are payable monthly in advance. Wawasan Counsel may require a deposit prior to commencing work on new engagements.
6.3 Late Payment
Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted under Malaysian law, whichever is lower. Wawasan Counsel reserves the right to suspend Services pending settlement of outstanding invoices.
6.4 Refund Policy
Fees paid for work already commenced are non-refundable. If an engagement is terminated before commencement, a processing fee may be retained. Refund eligibility for specific situations will be addressed in individual engagement letters.
6.5 Disbursements
Out-of-pocket expenses including SSM registration fees, courier charges, notarisation fees, and government filing costs are charged at actual cost and will be itemised in invoices.
7. Service-Specific Terms
7.1 Company Incorporation
Processing timelines are subject to SSM's operational schedule and regulatory requirements. Wawasan Counsel does not warrant specific registration timelines. The Client is responsible for providing accurate director, shareholder, and business information. Post-incorporation support covers a 90-day period from the date of registration confirmation.
7.2 Governance & Compliance Retainer
Retainer engagements are structured on a month-to-month basis unless a fixed term is agreed in writing. Either party may terminate with 30 days' written notice. Quarterly compliance health-checks are scheduled at mutually agreed times. Scope changes require a written amendment to the engagement letter.
7.3 Dispute Facilitation & Restructuring
Wawasan Counsel provides advisory and documentation support but does not act as a legal representative in court proceedings. Where litigation is required, Clients should engage qualified legal counsel. Outcomes of mediation or negotiation processes are not within Wawasan Counsel's control and cannot be assured.
8. Disclaimers
Services are provided on a professional best-efforts basis. Wawasan Counsel does not represent that any particular regulatory, commercial, or legal outcome will be achieved through the use of its Services.
Our advisory content does not constitute legal advice in the strict sense and should not replace the counsel of a qualified advocate and solicitor where formal legal proceedings or court representation is involved.
Wawasan Counsel makes reasonable efforts to stay current with Malaysian regulatory developments but cannot warrant that all information provided reflects the most recent legislative or regulatory position at the exact time of advice.
Services are provided to the Client only and no third party may rely on any Content prepared by Wawasan Counsel unless expressly agreed in writing.
9. Limitation of Liability
To the maximum extent permitted by Malaysian law, Wawasan Counsel's total liability to the Client for any claim arising from or in connection with an engagement shall not exceed the total fees paid by the Client for the specific Service giving rise to the claim in the three months preceding the event.
Wawasan Counsel shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to lost revenue, lost profits, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.
Wawasan Counsel is not liable for delays or failures in service delivery arising from force majeure events, including government actions, regulatory changes, natural disasters, or events beyond reasonable control.
10. Indemnification
You agree to indemnify, defend, and hold harmless Wawasan Counsel, its directors, advisors, and staff from any claims, losses, liabilities, costs, and expenses (including reasonable professional fees) arising from:
- Your breach of any provision of this Agreement.
- Your provision of inaccurate, incomplete, or misleading information.
- Your use of Content in a manner inconsistent with the terms of your engagement.
- Any third-party claims arising from your business operations or decisions informed by our Services.
11. Termination
By the Client: You may terminate an engagement at any time by providing written notice. Fees for work completed up to the date of termination remain payable in full. Prepaid retainer fees for the current month are non-refundable.
By Wawasan Counsel: We may terminate an engagement with 14 days' written notice, or immediately in cases where the Client has breached material terms, failed to make timely payment, or provided information that is found to be materially false or misleading.
Effect of Termination: Upon termination, Wawasan Counsel will provide reasonable assistance in transitioning ongoing matters. Provisions relating to intellectual property, limitation of liability, confidentiality, and governing law survive termination of this Agreement.
12. Dispute Resolution
Governing Law: This Agreement is governed by and construed in accordance with the laws of Malaysia. Any matters not covered by this Agreement shall be subject to the relevant provisions of Malaysian contract law and professional service regulations.
Jurisdiction: The courts of Malaysia, specifically the High Court of Malaya in Kuala Lumpur, shall have non-exclusive jurisdiction to settle any disputes arising from this Agreement.
Informal Resolution: Both parties agree to make reasonable efforts to resolve disputes through direct discussion before initiating formal proceedings. A written notice of dispute should be submitted to [email protected], followed by a 30-day good-faith resolution period.
Mediation: If informal resolution is not achieved, the parties may agree to refer the matter to mediation through the Asian International Arbitration Centre (AIAC) or a mutually agreed mediator before pursuing litigation.
13. General Provisions
Entire Agreement: These Terms, together with any signed engagement letter, constitute the entire agreement between the parties and supersede all prior discussions, representations, or proposals relating to the subject matter hereof.
Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in future.
Assignment: You may not assign your rights or obligations under this Agreement without the prior written consent of Wawasan Counsel. Wawasan Counsel may engage sub-advisors or associates in delivering Services without prior notice, subject to maintaining appropriate confidentiality obligations.
Notices: All formal notices should be delivered in writing to the respective party's registered address or email address on record. Notices sent by email are deemed received on the following business day.
14. Changes to Terms
Wawasan Counsel may update these Terms and Conditions from time to time to reflect changes in our services, applicable law, or regulatory requirements. Material changes will be communicated to active Clients via email at least 14 days before the updated terms take effect.
Continued engagement with our Services after the effective date of any revision constitutes acceptance of the updated Terms. We recommend reviewing this page periodically.
The "Last Updated" date at the top of this document indicates when the most recent revision was made.
15. Contact Information
For questions regarding these Terms and Conditions, or to raise a formal concern, please contact us through the following channels: