Terms & Conditions | Aspen Ledger

These Terms and Conditions ("Terms") govern the relationship between Aspen Ledger ("we", "us", "our") and any individual or entity ("Client", "you", "your") who engages our advisory services. By engaging Aspen Ledger, or by submitting an enquiry through our website, you indicate that you have read and agree to be bound by these Terms.

1. Definitions

Agreement means the scope agreement, engagement letter, or written confirmation exchanged between the parties prior to the commencement of work, together with these Terms.
Services means the operational risk advisory services described in the Agreement, including but not limited to Operational Risk Map Notes, Business Continuity Note Workshops, and Operational Risk Stewardship Retainers.
Deliverables means any written documents, reports, notes, or materials produced by Aspen Ledger in connection with the Services.
Fees means the amounts payable by the Client in exchange for the Services, as set out in the Agreement.
Confidential Information means any business, financial, operational, or personal information disclosed by either party in the course of the engagement.

2. Acceptance of Terms

These Terms apply to all engagements entered into with Aspen Ledger. By signing a scope agreement, making a payment, or otherwise instructing us to commence work, you confirm that:

You are at least 18 years of age and have the legal capacity to enter into a binding agreement.
If you are accepting on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms.
You have read and understood these Terms and agree to comply with them.

3. Services

Aspen Ledger provides operational risk advisory services to Malaysian businesses on a non-regulated consulting basis. Our services are:

Operational Risk Map Note (RM 580): A short written engagement producing a descriptive operational risk map for a Malaysian SME. This is not regulated risk-management advice.
Business Continuity Note Workshop (RM 2,300): A three-week engagement helping a Malaysian SME document operational continuity scenarios. Specific insurance arrangements remain the responsibility of the Client's licensed brokers.
Operational Risk Stewardship Retainer (RM 4,500/month): A nine-month advisory retainer providing monthly written reviews, fortnightly calls, and quarterly in-person workshops.

Our services are consulting in nature and do not constitute regulated financial advice, legal advice, insurance broking, or any other regulated activity under Malaysian law. Clients requiring regulated advice should engage appropriately licensed professionals.

Services are provided principally to clients located in Malaysia. We may, at our discretion, engage with clients outside Malaysia subject to separate written agreement.

4. Engagement Process

All engagements begin with a written scope agreement setting out the nature of the work, the deliverables, the timeline, and the fees. No work will commence until a scope agreement has been agreed in writing by both parties. Written confirmation of acceptance by email is sufficient.

Any work conducted prior to a signed scope agreement is at Aspen Ledger's discretion and does not create an obligation on either party beyond the reasonable costs of that preparatory work.

5. Fees & Payment

All fees are quoted and payable in Malaysian Ringgit (MYR). Fees are fixed as set out in the relevant scope agreement and will not change during the engagement without written agreement from both parties.

Fixed-fee engagements (Risk Map Note, Continuity Note Workshop): 50% is payable upon acceptance of the scope agreement; the remaining 50% is payable upon delivery of the final Deliverable.
Retainer engagements: Monthly fees are payable in advance on the first business day of each calendar month covered by the retainer.

Invoices are due within 14 calendar days of the invoice date. Late payment may result in suspension of services. We reserve the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted under Malaysian law, whichever is lower.

Fees paid are non-refundable except where Aspen Ledger fails to deliver the agreed Deliverables through no fault of the Client. In such cases, the refund amount will be limited to fees paid in respect of the undelivered work.

6. Scope & Changes

The scope of each engagement is set out in the relevant scope agreement. Any work outside the agreed scope will be subject to a separate written agreement and additional fees.

Aspen Ledger will notify the Client promptly if circumstances arise during the engagement that, in our judgement, require a material change to the agreed scope. No changes to scope will be implemented without the Client's written agreement.

Each Deliverable includes one round of revisions at no additional charge, provided that revision requests are submitted within 14 calendar days of delivery and relate to the originally agreed scope.

7. Confidentiality

Both parties agree to treat as confidential all information disclosed by the other party in connection with the engagement and not to disclose such information to third parties without the disclosing party's written consent, except:

Where disclosure is required by law or by a competent regulatory authority.
Where the information is already in the public domain through no breach of this clause.
Where disclosure is made to professional advisers who are themselves bound by confidentiality obligations.

This confidentiality obligation survives the termination of the engagement for a period of three years.

Aspen Ledger will not identify the Client by name in any marketing, case study, or public communication without the Client's written consent.

8. Intellectual Property

Aspen Ledger retains ownership of all methodologies, frameworks, templates, and background intellectual property used in delivering the Services.

Upon receipt of full payment of all Fees due, Aspen Ledger grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's own internal business purposes. The Client may not reproduce, distribute, or commercialise the Deliverables without our prior written consent.

The Client retains ownership of all business information, data, and materials provided to Aspen Ledger in the course of the engagement.

9. Disclaimers

Aspen Ledger's services are operational consulting in nature. In particular:

Nothing we produce constitutes regulated financial advice, legal advice, insurance advice, or any form of advice that requires a licence under Malaysian law.
Deliverables are descriptive and are intended to assist the Client in understanding and documenting operational risks. They do not constitute a compliance audit, legal review, or regulatory filing.
We do not warrant that implementation of any recommendations within a Deliverable will prevent operational disruption or loss.
Past engagement outcomes described in our marketing materials are illustrative and do not guarantee comparable results for any particular client.

10. Limitation of Liability

To the fullest extent permitted by Malaysian law, Aspen Ledger's total liability to the Client arising from or in connection with any engagement shall not exceed the total Fees paid by the Client in respect of that engagement in the twelve months preceding the event giving rise to the claim.

Aspen Ledger shall not be liable for any indirect, special, incidental, or consequential losses, including but not limited to loss of profit, loss of revenue, loss of business opportunity, or reputational harm, whether arising in contract, tort, or otherwise, even if advised of the possibility of such losses.

Nothing in these Terms excludes liability for death or personal injury caused by Aspen Ledger's negligence, or for fraud or fraudulent misrepresentation.

11. Termination

Either party may terminate an engagement by giving the other party 30 days' written notice. In the event of termination:

Fees for work completed up to the date of termination remain payable.
Any Deliverables completed and delivered prior to termination remain subject to these Terms.
For Retainer engagements, the monthly fee for any month already commenced is payable in full.

Aspen Ledger may terminate an engagement immediately upon written notice if the Client fails to pay Fees when due and does not remedy that failure within 14 calendar days of written notice, or if the Client behaves in a manner that is abusive or threatening towards Aspen Ledger personnel.

Clauses 7 (Confidentiality), 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), and 12 (Dispute Resolution) survive termination of any engagement.

12. Dispute Resolution

These Terms are governed by the laws of Malaysia. The parties agree to submit to the non-exclusive jurisdiction of the courts of Malaysia.

Before commencing formal proceedings, both parties agree to attempt to resolve any dispute informally. Either party may initiate this process by giving written notice to the other describing the dispute. The parties will then meet (in person or by video call) within 14 calendar days of that notice and attempt in good faith to reach a resolution.

If the dispute is not resolved within 30 calendar days of the initial notice, either party may refer the matter to mediation through a mediator agreed by both parties, or in the absence of agreement, through the Malaysian Mediation Centre. If mediation fails, either party may pursue its rights through the courts of Malaysia.

13. General Provisions

Entire Agreement: These Terms, together with the relevant scope agreement, constitute the entire agreement between the parties in respect of the relevant engagement and supersede all prior representations, negotiations, and understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it subsequently.
Assignment: The Client may not assign its rights or obligations under these Terms without Aspen Ledger's prior written consent. Aspen Ledger may assign its rights and obligations with prior written notice to the Client.
Notices: Written notices under these Terms may be given by email to the addresses set out in the scope agreement. Notices are effective on the next business day after sending.
Force Majeure: Neither party shall be liable for delays or failures in performance resulting from events beyond that party's reasonable control, provided that the affected party gives prompt written notice and uses reasonable efforts to minimise the impact.

14. Changes to These Terms

We may update these Terms from time to time. Any changes will be posted on this page with an updated "Last Updated" date. Changes do not apply retrospectively to engagements already underway under a signed scope agreement at the date of the change. For new engagements commenced after the updated Terms take effect, the updated Terms will apply.

15. Contact for Legal Enquiries

For questions about these Terms or any engagement-related matter:
Email: [email protected]
Phone: +60 3-7726 9418
Post: 18 Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor, Malaysia