Terms & Conditions

1. Definitions

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

• "Ironwood Lai" / "we" / "us" / "our" — the retail strategy consultancy operating as Ironwood Lai, Suite 12A, Menara Landmark, Jalan Penang, 10000 George Town, Penang, Malaysia.
• "Client" / "you" / "your" — any individual or business entity that engages, or enquires about engaging, Ironwood Lai's services.
• "Services" — the retail strategy advisory services described on this website, including Store Layout & Range Review, Retail Strategy Workshop, and Multi-Store Growth Roadmap.
• "Engagement" — a confirmed and paid consultancy project between Ironwood Lai and a Client.
• "Deliverables" — any written reports, summaries, roadmaps, presentations, or other materials produced by Ironwood Lai in the course of an Engagement.
• "Website" — the Ironwood Lai website at ironwoody.club and all associated pages.
• "Agreement" — these Terms and Conditions together with any engagement letter or scope of work document agreed between the parties.

2. Acceptance of Terms

By submitting an enquiry through our website, communicating with us about a potential engagement, or entering into a paid Engagement, you confirm that:

• You are at least 18 years of age or the minimum legal age of majority in your jurisdiction, whichever is greater.
• You have the legal authority to enter into this Agreement on behalf of yourself or the organisation you represent.
• You have read and understood these Terms and Conditions.
• You agree to be bound by these Terms and Conditions.

If you do not agree with any part of these terms, please do not submit an enquiry or proceed with an engagement.

3. Service Description

Ironwood Lai provides retail strategy advisory services to shop owners and small retail businesses in Malaysia. Our current service offerings are:

We reserve the right to adjust service scope, availability, or pricing at any time. Any changes will be communicated prior to confirming a new engagement. Geographic availability is currently limited to Peninsular Malaysia and Penang in particular, though we consider other arrangements on a case-by-case basis.

4. Client Responsibilities

To allow us to carry out an Engagement effectively, you agree to:

• Provide accurate and complete information about your business when requested.
• Make reasonable arrangements for any agreed on-site visits, including safe and timely access to your premises.
• Respond to scheduling and communication requests in a timely manner.
• Use Deliverables only for the internal business purposes for which they were produced.
• Refrain from distributing, reselling, or publicly sharing Deliverables without our prior written consent.
• Maintain the confidentiality of any proprietary methodology or process information we share with you.

You must not use our website or services for any unlawful purpose, to transmit harmful or misleading content, or in any way that could damage the reputation or operations of Ironwood Lai.

5. Intellectual Property

5.1 Our intellectual property

All content on this website — including text, layout, branding, methodologies described, and general advisory frameworks — is the intellectual property of Ironwood Lai. Nothing on this website grants you any right to use our name, logo, or proprietary content without prior written permission.

5.2 Deliverables

Upon receipt of full payment for an Engagement, we grant you a non-exclusive, non-transferable licence to use the Deliverables produced for that Engagement for your internal business purposes. Ownership of the underlying methodologies, frameworks, and general advisory approaches remains with Ironwood Lai.

5.3 Your business information

Any business information, materials, or content you share with us during an Engagement remains yours. We will not use it for any purpose other than delivering the agreed services.

6. Payment Terms

All fees are quoted and payable in Malaysian Ringgit (RM). The following terms apply to payment:

• A deposit of 50% of the agreed engagement fee is required to confirm and schedule an Engagement.
• The remaining 50% is due upon delivery of the final Deliverable or completion of the final scheduled session, whichever comes first.
• Payment methods accepted include bank transfer to our nominated account. Details will be provided at the time of booking.
• Work on an Engagement will not begin until the deposit has been received and cleared.

6.1 Cancellation and refunds

We handle cancellations on a reasonable, case-by-case basis:

• If you cancel at least 5 business days before a scheduled on-site visit or workshop, we will refund your deposit in full.
• Cancellations within 5 business days of a scheduled visit or session may forfeit the deposit, as preparatory work will typically have been completed.
• Where Ironwood Lai needs to reschedule or cancel due to unforeseen circumstances, we will offer an alternative date or a full refund of any amounts paid.
• We do not offer refunds for work that has already been completed and delivered.

7. Service-Specific Terms

7.1 Scope and changes

The scope of each Engagement is agreed in writing before work begins (via email confirmation or a brief scope document). Any significant changes to the agreed scope after work has commenced may be subject to additional fees, which will be discussed and agreed before any out-of-scope work is undertaken.

7.2 Timelines

We will provide indicative delivery timelines at the start of each Engagement. These are estimates made in good faith. Delays caused by factors outside our control — including difficulty accessing premises, late receipt of required information from the Client, or scheduling conflicts — will not constitute a breach of these terms.

7.3 Confidentiality

Both parties agree to keep confidential any sensitive business information shared during an Engagement. We will not disclose your business details, financial information, or the content of Deliverables to third parties, except where required by law.

8. Disclaimers

Our services are advisory in nature. We share observations, frameworks, and suggestions based on our experience in retail strategy — the application of any advice is entirely at the Client's discretion and risk. In particular:

• We make no representation that any particular business outcome will result from following our suggestions.
• Our website content is provided for general informational purposes and does not constitute professional advice of any regulated kind.
• We do not provide legal, accounting, tax, or financial advice. Clients should seek qualified independent advice for such matters.
• The website and its content are provided "as is" without warranty of any kind, express or implied.
• We do not warrant that the website will be available without interruption or free from errors.

9. Limitation of Liability

To the fullest extent permitted by Malaysian law:

• Ironwood Lai's total liability to you in connection with any Engagement will not exceed the total fees paid by you for that Engagement.
• We will not be liable for any indirect, consequential, special, or incidental losses, including loss of profit, loss of revenue, or loss of business opportunity.
• We will not be liable for any delay or failure to perform our obligations where such delay or failure results from circumstances beyond our reasonable control (force majeure), including natural disasters, public health emergencies, or infrastructure failures.

Nothing in these terms limits our liability for fraud, death, or personal injury caused by our negligence, or any other liability that cannot be excluded by law.

10. Indemnification

You agree to indemnify and hold harmless Ironwood Lai, its principals, and associates from and against any claims, losses, damages, or expenses (including reasonable legal fees) arising from your breach of these Terms and Conditions, your misuse of our Deliverables, or any inaccurate or misleading information you provided to us during an Engagement.

11. Termination

11.1 Termination by either party

Either party may terminate an Engagement by giving reasonable written notice (by email) where there has been a material breach by the other party that has not been remedied within 7 days of written notice of that breach.

11.2 Termination by Ironwood Lai

We reserve the right to terminate an Engagement or decline to proceed with an enquiry at our reasonable discretion, including where the requested scope falls outside our areas of practice or where we consider it not feasible to deliver the service to an appropriate standard.

11.3 Effects of termination

Upon termination, we will invoice for any work completed up to the date of termination on a pro-rata basis. Sections covering intellectual property, disclaimers, limitation of liability, and dispute resolution will survive termination.

12. Dispute Resolution

12.1 Governing law

These Terms and Conditions are governed by the laws of Malaysia. Any disputes arising from or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of Malaysia.

12.2 Informal resolution

We encourage any concerns to be raised with us directly in the first instance. Most issues can be resolved quickly and informally. Please contact us at [email protected] with a description of your concern, and we will endeavour to respond within 5 business days.

12.3 Mediation

If informal resolution is not possible, both parties agree to attempt mediation through a mutually agreed mediator before initiating formal legal proceedings, unless the matter is urgent or involves injunctive relief.

13. General Provisions

• Entire agreement: These Terms and Conditions, together with any engagement letter or scope document, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions or representations.
• Severability: If any provision of these terms is found to be unenforceable, that provision will be severed and the remaining provisions will continue in full force.
• Waiver: Our failure to enforce any right or provision of these terms does not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these terms without our prior written consent. We may assign our obligations to a successor entity without notice, provided service continuity is maintained.
• Notices: Any formal notices required under these terms should be sent by email to the address provided below, or by post to our registered address. Email notices are deemed received upon confirmation of delivery.

14. Changes to Terms

We may update these Terms and Conditions from time to time. When we do, we will update the "Last Updated" date at the top of this page. Material changes will be communicated by notice on our website.

Your continued use of our website, or the submission of a new enquiry, following any update constitutes your acknowledgement of the revised terms. Engagements that are already in progress at the time of a change will continue under the terms that were in place when that Engagement was confirmed.

15. Contact

For any questions about these Terms and Conditions, please contact: