Terms of Service.

These terms govern your use of zenarajaya.com — our website, chat assistant, IT services, and any account you may create with us. Please read them carefully. By using the website you accept them; by signing a separate engagement letter or marketplace agreement with us, you also accept those documents alongside these.

1. Parties & acceptance.

"Zenara Jaya," "we," "us" and "our" refer to Zenara Jaya (registration MRI/BNR/637/2025), a business registered in Malaysia with its office at 1st Floor, Lot 3513, Block 5 MCLD, Lorong Aster 1, 101 Commercial Centre, 98000 Miri, Sarawak. "You" refers to the natural person or business entity using our services. By accessing the website, opening a chat, signing up for an account, or sending us an enquiry, you confirm that:

• You are at least 18 years old (or the age of majority where you live, whichever is higher);
• You have the legal capacity to enter into these terms — and, where you contract on behalf of a business, the authority to bind that business;
• You have read and understood our Privacy Policy and Data Collection & Cookie Notice.

2. Scope of services.

We are a Sarawak-based IT services studio. Our offering, as published on /services.html, includes:

• AI & Automation — internal assistants, workflow automation, document and data pipelines;
• Web Development — marketing sites, landing pages, content sites;
• Mobile Apps — iOS, Android, and cross-platform builds;
• Custom Software — bespoke tools shaped to a specific workflow;
• E-commerce Storefronts — Shopify, WooCommerce, custom-built shop fronts;
• The Marketplace — pay-to-enter mini-challenges, English-auction sales, IP transfer on sale;
• Maintenance and post-launch support, where included in your engagement.

Specific deliverables, timelines, and prices for any engagement are set out in a written quotation or service agreement signed by both parties. Marketing copy on this website is informational and does not, by itself, create a contract.

3. Your account & conduct.

If you create an account (developer, buyer, client portal), you agree to:

• Provide accurate and current information, and update it when it changes;
• Keep your password confidential and not share your account with others;
• Take reasonable measures to detect and tell us about unauthorised use of your account.

You agree not to use our website or services to:

• Break the law of Malaysia or any jurisdiction that applies to you;
• Infringe anyone's intellectual property, privacy, or moral rights;
• Send malicious code, attempt to bypass authentication, scrape at industrial scale, or stress-test our infrastructure without written permission;
• Use the chat assistant or contact form to harass, defraud, or impersonate any person;
• Submit false KYC information or use another person's identity documents.

We reserve the right to refuse, suspend, or cancel an account or engagement that violates this clause.

4. The chat assistant — what it is and isn't.

The chat widget at the bottom-right of the website is an AI-powered sales assistant. It is good at scoping projects, summarising our offering, and drafting follow-ups. It is not infallible, not a lawyer, not an accountant, and not a substitute for a signed engagement letter. Specifically:

• The chat may produce inaccurate or outdated answers. Treat anything you read as a starting point; ask for confirmation in writing before relying on it for a decision;
• Pricing, scope, and timelines mentioned in chat are estimates and become binding only when set out in a signed quotation;
• The chat does not create a client–consultant relationship; that begins only when an engagement is signed;
• Do not paste sensitive personal data (IC numbers, passwords, banking PINs, medical history) into the chat. See our Privacy Policy section 9 for how chat data is handled.

5. Engagement, quotation & deliverables.

An engagement begins when both parties sign a quotation or service agreement (paper, e-signature, or our online sign-agreement flow). Until then, no work has been commissioned and no fees are owed.

Each quotation will set out:

• Deliverables and acceptance criteria;
• Timeline, milestones, and revision rounds included;
• Price, payment schedule (typically 50% deposit / 50% on delivery, unless otherwise stated), and validity period of the quotation;
• Out-of-scope items and the rate for additional work.

Changes after sign-off are handled as written change-orders priced at the same rate as the original engagement, unless we agree otherwise.

6. Fees, invoicing & payment.

Fees are stated in Malaysian Ringgit (RM) unless explicitly otherwise. Sales and Services Tax (SST), where applicable, is added at the prevailing rate. Invoices are issued in accordance with the payment schedule in your quotation. Standard terms:

• Payments by bank transfer (or any other transaction method we approve in writing) to our designated business account; the account details appear on each invoice;
• Payment due within 14 calendar days of the invoice date, unless your quotation says otherwise;
• Late payments accrue interest at 1.5% per month on the outstanding balance;
• We may suspend work, withhold deliverables, or revoke licences for any unpaid invoice more than 30 days overdue;
• Amounts already paid are not refundable except where required by law (Consumer Protection Act 1999) or specifically agreed in your quotation.

7. Intellectual property.

7.1 Our pre-existing IP

Anything we bring to the engagement that we built before, or independently of, your project — frameworks, libraries, internal tools, design systems — remains our property. We grant you a perpetual, non-exclusive licence to use it as part of the deliverable, but we may reuse it elsewhere.

7.2 Deliverables we build for you

Once your final invoice is paid in full, we assign to you all right, title, and interest in the deliverables we built specifically for your engagement (custom code, custom designs, copy we wrote for you), subject to clause 7.1 above. Until full payment, you have a temporary licence to test and review only.

7.3 Marketplace deliverables

Submissions sold via our Developer Marketplace are governed by the Marketplace Agreement. In summary: on auction settlement, the developer assigns IP to Zenara Jaya, who in turn licenses it to the auction winner under separate terms. The 50/50 revenue share, payout schedule, and originality warranties are set out in that agreement.

7.4 Your content

Anything you give us — logos, copy, photos, customer data — remains your property. You grant us a non-exclusive licence to use it as needed to perform the engagement, and a perpetual, non-exclusive licence to refer to your project in our portfolio (case study, social posts, awards) unless you explicitly opt out in writing.

7.5 Trademarks

"Zenara Jaya," our logo, our deck art, and our case-study photography are our trademarks and copyrighted material. You may not use them in your own marketing without written permission.

8. Confidentiality.

Each party will treat as confidential any non-public information disclosed by the other in the course of an engagement (business plans, source code, customer lists, financials). Obligations of confidence survive the end of the engagement for three (3) years, except for trade secrets, which are confidential indefinitely. Standard exceptions apply: information that becomes public through no fault of the receiving party, was independently developed, or is required by law to be disclosed.

9. Warranties & disclaimers.

9.1 What we warrant

We warrant that we will perform our services with the reasonable care and skill expected of a competent IT services provider; that we have the authority to enter into the engagement; and that the deliverables, when used as instructed, will not infringe any third-party IP rights known to us.

9.2 What we don't warrant

To the maximum extent permitted by law, the website and any free-tier content, including the chat assistant, are provided "as is" and "as available." We do not warrant that:

• The website will be uninterrupted, error-free, or virus-free;
• Information on the website is suitable for your specific situation;
• Output from the chat assistant is accurate, complete, or current;
• Any specific business outcome (revenue, traffic, ranking) will be achieved by our work — we work hard for results but cannot guarantee them.

This clause does not limit any non-excludable rights you have under the Consumer Protection Act 1999 or other Malaysian law.

10. Limitation of liability.

To the fullest extent permitted by law:

• Neither party is liable for indirect, consequential, incidental, or special damages, lost profits, or lost data, even if the possibility was known;
• Our aggregate liability for any one engagement is capped at the total fees actually paid to us under that engagement in the twelve (12) months immediately before the cause of action arose;
• Our aggregate liability for the free use of this website (no engagement signed) is capped at RM 100.

Nothing in these terms excludes liability for fraud, gross negligence, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

11. Indemnity.

You will indemnify us, our directors and our staff against losses, claims, and reasonable legal costs arising out of: (a) your breach of these terms; (b) your infringement of any third party's rights through content you give us; (c) misuse of our services by an account you control; and (d) the use of your KYC documents being false or fraudulent.

12. Suspension & termination.

We may suspend or terminate your access if you materially breach these terms, do not pay an invoice when due, or use our services in a way that exposes us or our other clients to legal risk. We will give written notice (email is sufficient) where practical. Either party may terminate an engagement on 30 days' written notice for any reason, subject to payment of work already performed and reasonable wind-down costs.

Clauses that by their nature should survive termination — IP assignment for paid work, confidentiality, indemnity, limitation of liability, governing law — do survive.

13. Marketplace participants.

If you sign up as a developer or buyer on our marketplace, you also agree to:

• The Developer Marketplace Agreement (developers), and
• The KYC tier limits described on /buy/kyc (buyers): Tier 0 (no KYC) caps bids at RM 500, Tier 1 (basic ID) at RM 5,000, Tier 2 (full KYC) is unlimited.

The marketplace agreement governs IP transfer, revenue split, payout schedule, and anti-cheat policies in detail. Where these general Terms of Service and the Marketplace Agreement conflict, the Marketplace Agreement controls for marketplace activity.

14. Third-party content & links.

Our website may link to third-party sites (suppliers, social media, payment providers). We are not responsible for the content, policies, or practices of those sites. Following a link is at your own risk.

15. Force majeure.

Neither party is liable for failure or delay caused by events outside its reasonable control: natural disasters, acts of war, government action, pandemics, sustained internet or power outages, cyber-attacks not the fault of the affected party. The affected party will tell the other promptly and use reasonable efforts to mitigate.

16. Governing law & disputes.

These terms are governed by the laws of Malaysia. The parties will attempt in good faith to resolve any dispute through direct discussion. If that fails within 30 days of written notice, the matter may proceed to mediation administered by the Asian International Arbitration Centre (AIAC). Any litigation arising from these terms will be brought exclusively in the courts of Sarawak.

17. Changes to these terms.

We may update these terms. The new version takes effect when posted to this page (and the "Effective" date is bumped). Material changes are emailed to active account holders 14 days before they take effect. If you do not agree to a change, you may close your account before the effective date; continued use after the effective date is acceptance.

18. Contact.

For any question about these terms, or to give the formal notice referenced above:

Zenara Jaya
1st Floor, Lot 3513, Block 5 MCLD
Lorong Aster 1, 101 Commercial Centre
98000 Miri, Sarawak, Malaysia
Email: hello@zenarajaya.com
Phone / WhatsApp: +60 18-914 1134