Legal Information

Terms & Conditions

These Terms & Conditions govern the use of Nilam Partners' website and advisory services. Please read them carefully before engaging our services or submitting an enquiry. By proceeding, you agree to be bound by these terms.

Last Updated: 14 February 2025  |  Effective Date: 14 February 2025

1. Definitions

In these Terms & Conditions, the following terms have the meanings set out below:

  • "Agreement" — these Terms & Conditions, together with any service engagement letter or written scope confirmation issued by Nilam Partners.
  • "Service" — contract drafting, contract review and negotiation counsel, and contract portfolio audit services provided by Nilam Partners.
  • "We / Us / Our" — Nilam Partners, a legal advisory practice registered and operating in Kuala Lumpur, Malaysia.
  • "User / You / Your" — any person or entity who accesses our website or engages our Services.
  • "Content" — all text, documents, deliverables, and materials produced by Nilam Partners in the course of delivering Services.
  • "Confidential Information" — any non-public information disclosed by either party in connection with a service engagement.

2. Acceptance of Terms

By using this website, submitting an enquiry form, or engaging our Services, you confirm that:

  • You are at least 18 years of age and possess the legal capacity to enter into binding agreements.
  • If acting on behalf of a company or organisation, you have authority to bind that entity to this Agreement.
  • You have read, understood, and agree to be bound by these Terms & Conditions and our Privacy Policy.

3. Service Description

Nilam Partners provides specialised commercial contract advisory services in Malaysia, including:

  • Contract Drafting: Preparation of commercial agreements including supply contracts, service-level agreements, non-disclosure agreements, and memoranda of understanding.
  • Contract Review & Negotiation: Detailed review of existing or proposed agreements with written advisory output and negotiation support.
  • Portfolio Audit: Systematic review of an active contract portfolio to identify risks, expired terms, auto-renewal provisions, and compliance gaps.

Services are available to businesses and individuals in Malaysia. Geographic or regulatory restrictions may apply to engagements involving cross-border transactions; we will advise you accordingly during scoping.

4. User Responsibilities

You agree to:

  • Provide accurate, complete, and timely information required for service delivery.
  • Use our website and any deliverables solely for lawful purposes and in accordance with applicable Malaysian law.
  • Not misrepresent your identity or authority when engaging our Services.
  • Not share, publish, or distribute Nilam Partners' deliverables or written advice in ways that misrepresent their scope or context.

Prohibited activities include attempting to gain unauthorised access to our systems, using our website to transmit malicious code, and engaging our Services to facilitate any transaction that is unlawful under Malaysian law or international sanctions regimes.

5. Intellectual Property

All content on this website — including text, design, structure, and underlying methodology — is the intellectual property of Nilam Partners and is protected under Malaysian copyright law.

Deliverables produced under a paid engagement (e.g. drafted agreements, review memoranda) are licensed to you on a limited, non-exclusive basis for the specific transaction described in the scope. You may not reproduce, resell, or sub-licence those deliverables without our written consent.

Nilam Partners retains ownership of all underlying methodologies, precedent structures, and know-how incorporated in deliverables.

6. Payment Terms

Fees are denominated in Malaysian Ringgit (MYR) and are confirmed in writing prior to commencement of each engagement. Standard fees at the time of publication are:

  • Contract Drafting — from RM 650
  • Contract Review & Negotiation — from RM 2,600
  • Contract Portfolio Audit — from RM 4,700

Payment is accepted via bank transfer to Nilam Partners' designated account. A 50% deposit is required prior to commencement; the balance is due upon delivery of the final deliverable. Payment terms for portfolio audits may differ and will be set out in the engagement letter.

Refund policy: Deposits are non-refundable once work has commenced. If we are unable to complete the engagement due to circumstances within our control, fees paid for incomplete work will be refunded on a pro-rata basis.

7. Service-Specific Terms

The following additional terms apply to specific services:

Contract Drafting: Scope is agreed in writing before commencement. Material changes to scope after commencement may attract additional fees, which will be communicated and agreed before proceeding. Up to two rounds of revisions are included in the standard fee.

Review & Negotiation: Our written advisory output reflects the position of the documents as provided. We are not responsible for changes made to documents after delivery of our review. Negotiation support is limited to the terms defined in the engagement scope.

Portfolio Audit: Audit scope will be defined by reference to the contracts provided to us. Contracts not included in the agreed scope are not covered by the audit report. Timelines are indicative and subject to the volume and complexity of documents provided.

8. Disclaimers

Our Services are provided on a professional advisory basis. The following apply:

  • Website content is provided for general informational purposes only and does not constitute legal advice.
  • Advisory deliverables reflect professional opinion based on the information and documents provided by you. We cannot guarantee specific commercial outcomes from any agreement we draft or review.
  • Our advice is given by reference to Malaysian law unless otherwise expressly stated. We do not advise on the laws of other jurisdictions.
  • The website is provided "as is" without warranties of any kind, express or implied.

9. Limitation of Liability

To the maximum extent permitted by Malaysian law:

  • Our aggregate liability for any claim arising from a service engagement is limited to the fees paid by you for the specific engagement giving rise to the claim.
  • We exclude liability for indirect, consequential, or special damages, including loss of profit, loss of business, or loss of anticipated savings.
  • Nothing in these terms excludes liability for fraud, wilful misconduct, or death or personal injury caused by our negligence.
  • Force majeure events — including regulatory changes, natural disasters, or systemic disruptions — may affect service delivery timelines without giving rise to liability on our part.

10. Indemnification

You agree to indemnify, defend, and hold harmless Nilam Partners and its personnel from any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of our Services in a manner not authorised herein; or (c) inaccurate or misleading information provided by you in connection with an engagement.

11. Termination

Either party may terminate an engagement by written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of notice. We reserve the right to suspend or terminate an engagement immediately if we have reason to believe it involves an unlawful purpose.

Upon termination, fees for work completed to the point of termination remain due and payable. Obligations regarding confidentiality and intellectual property survive termination indefinitely.

12. Dispute Resolution

These Terms and any dispute arising from them are governed by the laws of Malaysia. The courts of Kuala Lumpur, Wilayah Persekutuan, shall have exclusive jurisdiction over any dispute not resolved through negotiation.

Before initiating formal proceedings, the parties agree to attempt informal resolution by written communication within 30 days of a dispute arising. Where informal resolution fails, the parties may agree to mediation administered by the Malaysian Mediation Centre before proceeding to litigation.

13. General Provisions

  • Entire Agreement: These Terms, together with any engagement letter, constitute the entire agreement between the parties with respect to the subject matter hereof.
  • Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
  • Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.
  • Assignment: You may not assign your rights or obligations under these Terms without our prior written consent.
  • Notices: Written notices must be sent to the addresses stated in the engagement letter or to the contact details in Section 15 below.

14. Changes to Terms

We may update these Terms from time to time. Revised Terms will be posted on this page with an updated "Last Updated" date. Changes do not affect engagements already in progress at the time of the revision. Continued use of our website after a revision constitutes acceptance of the updated Terms for new engagements.