Terms & Conditions

1. Definitions

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

• "Otrelo", "we", "us", "our" — refers to Otrelo, a sustainability advisory practice registered and operating in Petaling Jaya, Selangor, Malaysia.
• "Services" — the advisory engagements offered by Otrelo, including the ESG Direction Engagement, Supply Chain Review, and Sustainability Note, as described on our website.
• "Client", "you", "your" — any individual or organisation that engages Otrelo's Services or uses our website.
• "Engagement" — a specific advisory project agreed between Otrelo and a Client, governed by a written scope agreement.
• "Deliverable" — any written document, report, summary, or map produced by Otrelo in connection with an Engagement.
• "Website" — the Otrelo website at otreloxxad.pro.
• "Agreement" — these Terms and Conditions, together with any written scope agreement entered into for a specific Engagement.

2. Acceptance of terms

By using our Website or engaging our Services, you confirm that you are at least 18 years of age, have legal capacity to enter into a binding agreement, and accept these Terms and Conditions in full.

If you are entering into an Agreement on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms.

3. Service description

Otrelo provides sustainability advisory services to businesses operating in Malaysia and in Malaysian supply chains. Our Services are delivered in English and are primarily designed for mid-market firms without dedicated sustainability staff.

Our current service offering comprises three engagement types: the ESG Direction Engagement, the Supply Chain Review, and the Sustainability Note. The scope, deliverables, fee, and timeline for each Engagement are set out in a written scope agreement prepared before work begins.

Our Services are advisory in nature. We do not provide legal advice, tax advice, or financial advice. Our Deliverables do not constitute compliance with any specific regulatory regime unless the scope agreement expressly states otherwise.

4. Client responsibilities

To enable us to deliver Services to the standard described, Clients agree to:

• Provide accurate and complete information when requested during scoping or working sessions
• Make available the personnel, documents, and access required for the Engagement within agreed timeframes
• Review draft materials and provide feedback within the timelines agreed in the scope document
• Not use Deliverables in a manner that misrepresents their scope or conclusions
• Not share Deliverables externally in a form that suggests they constitute regulatory compliance, unless that is what the scope agreement expressly provides

Where Client delays affect the Engagement timeline, we will advise you promptly. Extended delays may affect our ability to maintain the originally quoted completion date.

5. Intellectual property

Upon receipt of full payment for an Engagement, Otrelo grants the Client a non-exclusive, non-transferable licence to use the Deliverables produced for that Engagement for the Client's internal business purposes.

All intellectual property in our working methods, analytical frameworks, and processes remains the property of Otrelo. Deliverables may not be reproduced, shared publicly, or used for commercial purposes beyond the Client's own business without our prior written consent.

We retain the right to refer internally to anonymised engagement summaries for the purpose of improving our Services, subject to client confidentiality as described in the scope agreement.

6. Payment terms

Fees for all Engagements are quoted and payable in Malaysian Ringgit (RM). The applicable fee is confirmed in the written scope agreement prior to the commencement of work.

Payment terms are as follows: 50% of the engagement fee is invoiced upon signature of the scope agreement; the remaining 50% is invoiced upon delivery of the final Deliverable. Payment is due within 14 calendar days of invoice date.

We accept payment by bank transfer. Bank details are included on each invoice.

Refunds: As advisory work is tailored and time-intensive, fees paid are generally non-refundable once work has commenced. If an Engagement cannot be completed due to circumstances on our side, we will refund fees proportionate to the work not yet delivered.

7. Engagement delivery terms

Each Engagement is governed by a written scope agreement that describes the specific deliverables, timeline, and working session schedule. We will endeavour to deliver within the timelines set out in that agreement.

Timelines may be affected by Client availability, the complexity of findings, or circumstances beyond our control. Where a material delay is anticipated, we will notify you as soon as practicable.

Changes to the agreed scope — whether to add, remove, or modify deliverables — require written agreement between both parties. Changes that extend the scope may result in an adjusted fee, which will be agreed before work on the change commences.

All working documents and draft materials are shared with Clients as working tools. Final Deliverables are those explicitly marked as such in the scope agreement.

8. Disclaimers

Our Services are provided in good faith and on the basis of information available to us at the time of the Engagement. We do not warrant that our Deliverables will produce any specific commercial, regulatory, or reputational outcome.

Our Services are not a substitute for legal, financial, regulatory, or specialist technical advice. Clients should seek independent professional advice where the decisions they are making require it.

Information on our Website is provided for general purposes and may not reflect the most current developments in sustainability regulation or practice. We do not accept responsibility for decisions taken on the basis of Website content alone.

9. Limitation of liability

To the fullest extent permitted by Malaysian law, Otrelo's aggregate liability to a Client in connection with any Engagement shall not exceed the total fees paid by that Client for the relevant Engagement.

We shall not be liable for any indirect, consequential, or special loss, including loss of profits, business, reputation, or opportunity, even if we have been advised of the possibility of such loss.

These limitations apply regardless of the legal basis of any claim, including contract, tort, or statute, except to the extent that liability cannot be excluded or limited under applicable law.

Force majeure: We shall not be liable for delays or failures in performance caused by circumstances beyond our reasonable control, including but not limited to natural disasters, civil unrest, government action, or failure of third-party infrastructure.

10. Indemnification

The Client agrees to indemnify, defend, and hold Otrelo harmless from any claims, damages, liabilities, or costs (including reasonable legal fees) arising from the Client's misuse of Deliverables, breach of these Terms, or provision of inaccurate information during an Engagement.

11. Termination

Either party may terminate an Engagement by giving 14 days' written notice. Upon termination, the Client shall pay for all work completed up to the termination date.

We may suspend or terminate an Engagement immediately if the Client is in material breach of these Terms, fails to make payment when due, or provides information that is materially false or misleading.

Sections relating to intellectual property, payment, disclaimers, limitation of liability, and dispute resolution shall survive termination of an Engagement.

12. Dispute resolution

These Terms and any Engagement are governed by the laws of Malaysia. The parties agree to submit to the exclusive jurisdiction of the courts of Malaysia in respect of any dispute arising under these Terms.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. A party wishing to escalate a dispute must give written notice to the other party, and the parties agree to meet (in person or virtually) within 14 days of that notice to attempt resolution.

13. General provisions

• Entire agreement: These Terms, together with any written scope agreement, constitute the entire agreement between the parties and supersede all prior representations and understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force.
• Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of the right to enforce it on a future occasion.
• Assignment: The Client may not assign their rights or obligations under these Terms without our prior written consent.
• Notices: Written notices under these Terms shall be sent by email to the addresses confirmed in the scope agreement, and shall be deemed received on the next business day after sending.

14. Changes to these terms

We may update these Terms from time to time. The updated version will be published on our Website with a revised "Last updated" date. Continued use of our Website or engagement of our Services after that date constitutes acceptance of the revised Terms.

Material changes that affect active Engagements will be communicated directly to affected Clients.

15. Contact information

For legal enquiries relating to these Terms, please contact: