Terms & Conditions

By accepting a service proposal from Onyrra Group, whether by signed document, written confirmation by email, or commencement of a working session, the Client agrees to be bound by these Terms and Conditions in their entirety.

Onyrra Group's Services are directed at business organisations and individuals acting in a professional capacity. We do not provide services to individuals under the age of eighteen years, and by accepting these Terms the Client warrants that any individual acting on its behalf has the legal capacity to enter into binding agreements.

If you engage with Onyrra Group on behalf of a company or organisation, you represent that you are authorised to bind that entity to these Terms.

Onyrra Group offers cross-cultural consulting services to Malaysian firms operating across the ASEAN region. Our three current service offerings are:

• —ASEAN Cross-Cultural Engagement — a ten-week engagement preparing firms to work with partners in a particular ASEAN country, delivered with written materials and four working sessions.
• —Counterpart Relationship Review — an eight-week engagement reviewing an existing ASEAN counterpart relationship, including a written review and three working sessions.
• —Grove Note — a short written response to a single cross-cultural question, approximately fifteen hundred words, delivered within two weeks with one follow-up call.

The scope and specific deliverables for each engagement are set out in the proposal accepted by the Client. Onyrra Group operates primarily from Penang, Malaysia, and provides services to clients throughout Malaysia and the wider ASEAN region. Working sessions are conducted remotely unless otherwise agreed in writing.

The Client agrees to cooperate reasonably with Onyrra Group in the delivery of the agreed Services, which includes the following responsibilities.

• —Provide accurate and relevant background information about the Client's organisation, counterpart relationships, and the specific situation the engagement is intended to address.
• —Make available appropriate personnel for working sessions at agreed times, with reasonable notice given for any rescheduling.
• —Use Deliverables only for lawful purposes and in keeping with the spirit of the engagement, and not in any way that could bring Onyrra Group into disrepute or cause harm to third parties.
• —Settle invoices in accordance with the payment terms set out in these Terms and in the relevant proposal.
• —Refrain from using Onyrra Group's name, materials, or association in any public communication without prior written agreement, except to identify Onyrra Group as the provider of the Services received.

All intellectual property rights in Onyrra Group's proprietary frameworks, methodologies, standard materials, and pre-existing knowledge remain vested in Onyrra Group. These Terms do not transfer any such rights to the Client.

Deliverables prepared specifically for the Client under a confirmed engagement are licensed to the Client on a non-exclusive, non-transferable basis for internal business use. The Client may not reproduce, distribute, sublicense, or publish Deliverables for commercial purposes without Onyrra Group's prior written consent.

Where the Client provides materials, background documents, or other content to Onyrra Group for use in the engagement, the Client warrants that it holds the necessary rights to do so, and grants Onyrra Group a limited licence to use those materials solely for the purposes of the engagement.

Fees are denominated in Malaysian Ringgit (RM) and are as set out in the accepted proposal. Current service fees are RM 3,000 for the ASEAN Cross-Cultural Engagement, RM 2,200 for the Counterpart Relationship Review, and RM 920 for a Grove Note. These fees are subject to change for future engagements with reasonable notice.

Unless otherwise specified in the proposal, a deposit of fifty percent of the agreed fee is payable upon acceptance of the proposal, with the balance due upon delivery of the principal written Deliverable. For Grove Notes, the full fee is payable in advance.

Invoices are payable within fourteen calendar days of the invoice date. Onyrra Group reserves the right to pause work on an engagement if a due invoice remains unpaid after thirty days, and to charge interest on overdue amounts at a rate of one percent per month from the due date.

Fees do not include government taxes where applicable. Where Sales and Service Tax or other charges are payable under Malaysian law, these will be added to the invoice at the prevailing rate.

Onyrra Group will use reasonable care and skill in delivering the Services and will endeavour to meet the timelines set out in the accepted proposal. Timelines assume that the Client provides timely cooperation and access to relevant information as described in section 4.

Where delays arise from the Client's side — including unavailability of relevant personnel, late provision of required information, or repeated rescheduling of working sessions — Onyrra Group may adjust the delivery timeline accordingly without penalty.

Onyrra Group may propose reasonable adjustments to the scope of an engagement where new information materially changes what is needed to serve the Client well. Any such adjustments that affect the fee will be agreed in writing before implementation.

Requests to expand the scope of an engagement beyond what is set out in the accepted proposal will be treated as a new instruction and quoted separately.

Both parties recognise that the work involved in cross-cultural consulting often requires the exchange of commercially sensitive information about client organisations, counterpart relationships, and negotiation positions. Both parties agree to hold Confidential Information received from the other with reasonable discretion.

Onyrra Group will not disclose the Client's Confidential Information to third parties, except where required by law or regulation, or where disclosure is necessary to fulfil the Services with the prior knowledge of the Client.

These confidentiality obligations survive the completion or termination of any engagement and continue for a period of three years from the final date of delivery.

Onyrra Group may refer to the Client's sector and general nature of work in aggregate or anonymised form for internal learning and quality review purposes, but will not identify the Client by name in any such reference without written consent.

Onyrra Group's Services are advisory in nature. Deliverables represent considered professional observations and are intended to inform the Client's own judgement, not to replace it. The Client is responsible for decisions made on the basis of Onyrra Group's work.

Cross-cultural relationships involve human judgement, context, and factors that no advisory engagement can fully anticipate. Onyrra Group does not warrant that following the observations or suggestions in any Deliverable will produce any particular commercial outcome.

Onyrra Group's Services do not constitute legal, financial, regulatory, or investment advice. Where such advice is needed, the Client should consult appropriately qualified professionals.

To the extent permitted by Malaysian law, Onyrra Group's total liability to the Client in connection with any engagement — whether arising in contract, tort, or otherwise — shall not exceed the total fees paid by the Client for the relevant engagement.

Onyrra Group shall not be liable for any indirect, consequential, or special loss arising from the engagement, including but not limited to loss of profits, loss of business, loss of opportunity, or damage to commercial relationships, even if Onyrra Group was made aware of the possibility of such loss.

Neither party shall be liable for delay or failure in performance caused by circumstances beyond that party's reasonable control, including but not limited to natural events, government action, disruption to communications infrastructure, or public health measures.

The Client agrees to indemnify and hold Onyrra Group harmless from any claims, costs, damages, or expenses arising from the Client's misuse of Deliverables, the Client's breach of these Terms, or any inaccurate or misleading information provided by the Client during the engagement.

Either party may withdraw from an engagement by giving written notice to the other. Where the Client withdraws, fees are payable in proportion to work completed at the time of notice, with a minimum charge of fifty percent of the total agreed fee.

Where Onyrra Group withdraws for reasons other than Client breach, fees paid in excess of the proportion of work completed will be refunded within thirty days.

Onyrra Group may terminate an engagement with immediate effect and without refund where the Client has materially breached these Terms and has not remedied the breach within fourteen days of written notice.

Upon termination, the Client's licence to use Deliverables already provided remains in effect, subject to all other conditions in these Terms. Obligations of confidentiality and provisions relating to intellectual property, payment, and limitation of liability survive termination.

These Terms and any Agreement formed under them are governed by the laws of Malaysia. Where a dispute arises, both parties agree to seek resolution in good faith through direct communication in the first instance, allowing a period of thirty days for such discussions before pursuing formal proceedings.

Where informal resolution is not reached within that period, either party may refer the dispute to the Kuala Lumpur Regional Centre for Arbitration (KLRCA) for mediation. If mediation does not resolve the dispute, it shall be referred to binding arbitration under the KLRCA's rules, with proceedings conducted in English in Penang.

The courts of Malaysia shall have non-exclusive jurisdiction over any matter not resolved by arbitration.

Entire Agreement. These Terms, together with the accepted proposal, constitute the entire agreement between the parties regarding the relevant engagement and supersede any prior discussions or correspondence.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full effect.

Waiver. A failure by either party to enforce any provision at any time does not constitute a waiver of that provision or of any right to enforce it subsequently.

Assignment. The Client may not assign its rights or obligations under these Terms without Onyrra Group's prior written consent. Onyrra Group may engage appropriately qualified associates to assist in delivery of the Services, while retaining responsibility for the overall quality of Deliverables.

Notices. Written notices under these Terms may be given by email to the addresses confirmed at the time of engagement, and shall be considered received on the next business day following transmission.

Onyrra Group may revise these Terms from time to time. Where changes are material, we will publish the revised Terms on our website and note the effective date. The Terms in effect at the time an engagement commences will govern that engagement throughout its duration.

Continued engagement with Onyrra Group following notification of revised Terms constitutes acceptance of those revisions for any new engagements commenced thereafter.