Terms & Conditions

01. Definitions

• "Agreement" — these Terms & Conditions, together with any project proposal or statement of work.
• "Service" — any AI quality assurance, test automation, visual regression testing, or quality analytics engagement provided by Neuraplex.
• "Client" / "You" — the individual or organisation accessing our website or engaging our services.
• "Deliverables" — outputs produced by Neuraplex in connection with a Service, including reports, frameworks, dashboards, and documentation.
• "Confidential Information" — proprietary data, code, business information, or technical details shared by either party during an engagement.
• "Website" — the site operated by Neuraplex at neuraplex.

02. Acceptance of Terms

By submitting an enquiry, signing a project proposal, or proceeding with any Service, you confirm that:

• You are at least 18 years of age and legally capable of entering into a binding agreement.
• If acting on behalf of an organisation, you have the authority to bind that organisation to this Agreement.
• You have read, understood, and agree to these terms in full.

03. Service Description

Neuraplex provides AI-driven quality assurance and testing consultancy services, including:

• AI-Powered Test Automation: Implementation of intelligent testing frameworks, CI/CD integration, and model training on historical defect data.
• Visual Regression & UI Testing: Computer vision-based UI regression detection across web and mobile applications.
• Quality Analytics & Defect Prediction: Predictive modelling, risk dashboards, and integration with project management tools.

Service scope, timelines, and deliverables are defined in individual project proposals or statements of work, which form part of this Agreement.

We reserve the right to adjust service availability, methods, or tooling with reasonable prior notice, provided the agreed outcomes remain achievable.

04. Client Responsibilities

To allow us to deliver services effectively, you agree to:

• Provide timely access to systems, code repositories, documentation, and personnel reasonably required for the engagement.
• Ensure information provided to Neuraplex is accurate and complete.
• Obtain all necessary permissions and licences for systems and data that Neuraplex will access during the engagement.
• Designate a primary contact with appropriate authority to make decisions on project matters.
• Refrain from using our services for any unlawful purpose or in any manner that violates applicable Malaysian law.

05. Intellectual Property

Our IP

All proprietary methodologies, frameworks, tools, and background IP developed by Neuraplex prior to or independently of your engagement remain our exclusive property. We grant you a limited, non-exclusive, non-transferable licence to use Deliverables for your internal business purposes.

Your IP

You retain all rights to your systems, data, and pre-existing code. By sharing materials with us for the purpose of a Service, you grant Neuraplex a limited licence to access and process those materials solely to fulfil the engagement.

Deliverables

Upon receipt of full payment, ownership of project-specific Deliverables (excluding reusable background IP) transfers to you, unless otherwise specified in the project proposal.

06. Payment Terms

• Fees are as stated in the applicable project proposal, quoted in Malaysian Ringgit (RM).
• A deposit (typically 50%) is due before project commencement unless otherwise agreed in writing.
• Remaining balance is invoiced upon project completion or at agreed milestones.
• Payment is due within 14 calendar days of invoice date.
• Late payments may be subject to a monthly service charge of 1.5% on the outstanding amount.
• All fees are exclusive of applicable taxes, including any Sales and Service Tax (SST) where required under Malaysian law.

Refund Policy

Deposits are non-refundable once project work has commenced. Where work has not yet begun, refund requests will be considered on a case-by-case basis. We aim to handle such situations with fairness and transparency.

07. Confidentiality

Both parties agree to keep Confidential Information shared during an engagement strictly confidential, and not to disclose it to third parties without prior written consent, except:

• Where required by law or regulatory authority.
• To professional advisors bound by equivalent confidentiality obligations.
• Where the information is or becomes publicly available through no breach of this Agreement.

Confidentiality obligations survive termination of this Agreement for a period of 3 years.

08. Disclaimers

Services are provided in a professional and diligent manner, but we do not warrant that Deliverables will be error-free or that our tools will detect every possible defect in your systems. Quality assurance services reduce risk — they do not eliminate it entirely.

Our website and any materials on it are provided "as is" without any express or implied representation as to their accuracy or completeness.

Nothing in these terms constitutes legal, financial, or compliance advice.

09. Limitation of Liability

To the fullest extent permitted by Malaysian law:

• Our aggregate liability for any claim arising from a Service engagement shall not exceed the total fees paid by you for that specific engagement.
• We shall not be liable for indirect, consequential, special, or incidental damages, including loss of profit, data, or business opportunity.
• We are not liable for delays or failures resulting from causes outside our reasonable control (force majeure), including infrastructure outages or third-party service failures.

10. Indemnification

You agree to indemnify and hold Neuraplex, its staff, and contractors harmless from any claims, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of this Agreement.
• Your misuse of Deliverables or our services.
• Any third-party claims arising from materials or access you provided to us.
• Your violation of any applicable law or the rights of a third party.

11. Termination

Either party may terminate a project engagement with 14 days written notice if the other party materially breaches this Agreement and fails to remedy the breach within that notice period.

We reserve the right to suspend or terminate access to our website or services immediately if you engage in conduct we reasonably determine to be harmful, unlawful, or in violation of these terms.

Upon termination, you remain liable for fees corresponding to work completed to date. Sections covering confidentiality, IP, and limitation of liability survive termination.

12. Dispute Resolution

We encourage any concerns to be raised directly with us first. If a dispute cannot be resolved informally within 30 days of written notice, the parties agree to attempt resolution through mediation administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur before resorting to litigation.

This Agreement is governed by the laws of Malaysia. The courts of Malaysia shall have exclusive jurisdiction over any disputes that proceed to litigation.

13. General Provisions

• Entire Agreement: This Agreement, together with any project proposal, constitutes the complete understanding between the parties and supersedes prior discussions.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign your rights under this Agreement without our written consent. We may assign our obligations to a successor entity with reasonable notice.
• Notices: Formal notices must be sent in writing to the addresses specified in the applicable project proposal or to the contact details on this page.

14. Changes to These Terms

We may update these Terms & Conditions from time to time. Updates will be posted on this page with a revised "Last Updated" date. For ongoing service engagements, we will provide reasonable prior notice of material changes. Continued use of our website after an update constitutes acceptance of the revised terms.

15. Contact Information

For questions or concerns about these terms, please reach out to us: