Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms carry the meanings given below:

• "Kern Labs" / "we" / "us" / "our" — refers to Kern Labs, registered at 15A, Lebuh Farquhar, 10200 George Town, Penang, Malaysia.
• "Client" / "you" / "your" — any person or organisation that engages Kern Labs for services or uses this website.
• "Services" — the compute capacity planning services described on this website, including Capacity Forecast Sessions, Utilisation Reviews, and Multi-Phase Capacity Roadmaps.
• "Deliverables" — worksheets, reports, roadmap documents, and other outputs produced during a Service engagement.
• "Agreement" — the contract formed when a Client accepts a service proposal or submits payment, together with these Terms.
• "Website" — the pages accessible at kernlabse.com and any subdomains.

2. Acceptance of Terms

By submitting an enquiry, accepting a proposal, or making a payment for any Service, you confirm that:

• You have read and understood these Terms and agree to be bound by them.
• You are at least 18 years of age, or acting with appropriate authorisation on behalf of a legal entity.
• You have the legal capacity to enter into a binding agreement under Malaysian law.
• If acting on behalf of an organisation, you represent that you have authority to bind that organisation.

Use of this website without engaging Services does not create a contractual relationship beyond acceptance of these Terms for site use.

3. Service Description

Kern Labs provides advisory and planning services focused on compute capacity for AI and machine learning workloads. Our current offerings are:

Services are available to clients based in Malaysia and internationally, subject to feasibility. All sessions are conducted remotely unless otherwise agreed in writing.

4. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide accurate and reasonably complete information about your infrastructure, workloads, and planning constraints when asked.
• Make the relevant personnel available for scheduled sessions at agreed times.
• Notify us promptly of any material changes to your infrastructure or requirements during an engagement.
• Use Deliverables only for your own internal planning purposes.
• Not share, reproduce, or distribute Deliverables to competitors or third parties without our written consent.

Prohibited Use

You must not use our Services or website to:

• Misrepresent your organisation's nature, size, or infrastructure for the purpose of obtaining advice under false pretences.
• Resell or present our Deliverables as your own original work to third parties.
• Attempt to reverse-engineer our methodologies for the purpose of building a competing advisory service.
• Use the website in any manner that could impair its performance or interfere with other users.

5. Intellectual Property

All methodologies, frameworks, templates, and proprietary tools used or developed by Kern Labs remain our intellectual property, whether or not incorporated into a Deliverable.

Upon full payment of the applicable fees, we grant you a non-exclusive, non-transferable licence to use the Deliverables for your own internal capacity planning and operational purposes.

The content of this website — including text, layout, and design — is owned by Kern Labs and may not be reproduced without permission. General factual information about capacity planning practices is not subject to this restriction.

6. Payment Terms

All prices are stated in Malaysian Ringgit (RM) and are inclusive of applicable Malaysian taxes unless stated otherwise.

• Capacity Forecast Session (RM 470): Full payment required prior to the session date.
• Utilisation Review and Right-Sizing (RM 1,790): 50% deposit on engagement confirmation; balance due on delivery of the written report.
• Multi-Phase Capacity Roadmap (RM 3,040): 40% on engagement start, 30% at the midpoint milestone, 30% on final roadmap delivery.

Payment Methods

We accept bank transfer (FPX / DuitNow) and major credit or debit cards via our payment processor. Specific payment instructions are included in each invoice.

Refund Policy

For sessions rescheduled or cancelled more than 5 business days before the scheduled date, a full refund or credit is available. Cancellations within 5 business days forfeit the session fee or deposit, except where cancellation is due to a documented emergency. Multi-phase engagements that are terminated after milestones have been delivered are not eligible for refund of fees covering completed work.

7. Service Delivery and Scope

Each Service is scoped as described on our website and in the relevant proposal or confirmation email. We will make reasonable efforts to deliver within the timelines indicated. However, final delivery timing may depend on the availability and responsiveness of the client.

Requests to expand the scope of a Service — for example, adding additional sessions or extending a roadmap engagement — will be treated as a separate engagement and quoted accordingly.

Deliverables are provided digitally in agreed formats (typically PDF and/or spreadsheet). Physical delivery is not part of any standard offering.

8. Confidentiality

We treat all infrastructure details, usage data, and planning figures shared by clients as confidential. We will not disclose this information to third parties except:

• Where you have given explicit written consent.
• Where required by Malaysian law or a lawful order from a competent authority.
• In aggregate, anonymised form for the purpose of improving our methodologies, where no individual client or organisation can be identified.

Clients are similarly asked to treat our methodologies, frameworks, and proprietary templates as confidential and not to share these with competitors or use them to develop competing offerings.

9. Disclaimers

Our Services are advisory in nature. Capacity forecasts, utilisation analyses, and roadmap documents reflect the information available at the time of engagement and the assumptions made explicit during sessions. They are not binding predictions of future infrastructure performance or cost.

We do not warrant that implementing our recommendations will produce any specific outcome. Actual results depend on factors outside our control, including but not limited to hardware availability, budget decisions, team capacity, and changes in workload demand.

The website and its content are provided on an "as available" basis. We do not warrant uninterrupted availability or the accuracy of information on pages not related to our core service descriptions.

10. Limitation of Liability

To the extent permitted by Malaysian law, Kern Labs' total liability for any claim arising from or related to a Service engagement shall not exceed the fees paid by the Client for that specific engagement.

We are not liable for indirect, consequential, or incidental losses, including lost revenue, lost data, operational disruption, or reputational harm, even if we have been advised of the possibility of such losses.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify and hold harmless Kern Labs, its team members, and any subcontractors from and against any claims, losses, or expenses (including reasonable legal fees) arising from: your breach of these Terms; your misuse of Deliverables; or any false or materially misleading information you provide during an engagement.

12. Termination

Either party may terminate a Service engagement by giving written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• Becomes insolvent or enters liquidation.

Upon termination, fees for work completed up to the termination date remain payable. Provisions relating to intellectual property, confidentiality, liability, and dispute resolution survive termination.

13. Dispute Resolution

These Terms are governed by the laws of Malaysia. In the event of a dispute, the parties will first attempt to resolve it informally through good-faith discussion within 30 days of the dispute being raised in writing.

If informal resolution is not achieved, either party may refer the dispute to mediation through the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia.

If mediation does not resolve the matter within 60 days, the parties consent to the exclusive jurisdiction of the courts of Penang, Malaysia.

14. General Provisions

• Entire agreement: These Terms, together with any accepted proposal or written confirmation, constitute the entire agreement between the parties regarding the relevant Service.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision on one occasion does not constitute a waiver of that provision on future occasions.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may engage subcontractors for the delivery of Services while remaining responsible for the outcome.
• Notices: Formal notices should be sent by email to [email protected] and will be considered received on the next business day after sending.

15. Changes to These Terms

We may update these Terms from time to time. The date at the top of this page shows when the current version took effect. We will notify active clients of material changes by email where practicable. Continued use of our Services after updated Terms have been posted constitutes acceptance of the revised Terms.