Terms & Conditions

1. Definitions

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

• "Agreement" means these Terms and Conditions together with any engagement proposal accepted by the Client.
• "Service" means any benchmarking or advisory service delivered by Substrate Co, including Workload Benchmark Setup, Comparative Benchmark Study, and Benchmarking Advisory Retainer.
• "Deliverables" means written reports, benchmark plans, datasets, method notes, and any other outputs produced in connection with a Service.
• "Client Data" means hardware specifications, workload descriptions, configuration files, and any other materials supplied by the Client for use in a Service.
• "Engagement" means a specific service commissioned under a written or email-confirmed proposal.
• "Fees" means the amounts payable for a Service as stated in the relevant proposal, denominated in Malaysian Ringgit (RM).

2. Acceptance of Terms

By submitting an enquiry form, signing a proposal, or communicating acceptance of a proposal by email, you confirm that you have read and agree to these Terms. You also confirm that you are at least 18 years of age and have the authority to enter into a legally binding agreement on behalf of yourself or the organisation you represent.

These Terms apply to all Engagements unless a separate written agreement has been signed by both parties, in which case that agreement prevails to the extent of any inconsistency.

3. Service Description

Substrate Co provides independent AI accelerator benchmarking services to engineering teams and organisations. Services are analytical and advisory in nature and are not regulated professional services. Our Services include:

• Workload Benchmark Setup — a single session establishing a repeatable benchmark methodology and plan for the Client's own use.
• Comparative Benchmark Study — a two-phase study comparing hardware configurations and producing a written report with results and method notes.
• Benchmarking Advisory Retainer — a three-month advisory engagement maintaining and developing the Client's benchmarking practice.

Services are delivered primarily in English and are available to clients based in Malaysia and the surrounding region. Remote delivery is standard; in-person sessions may be arranged separately.

4. Engagement and Delivery

Each Engagement is governed by a written proposal that specifies scope, deliverables, timeline, and Fees. Work commences once the Client has confirmed acceptance and, where applicable, made any advance payment. Scope changes requested after commencement may affect the timeline and Fee; such changes must be confirmed in writing before being incorporated.

Substrate Co will use reasonable efforts to meet agreed timelines. If a delay is caused by the Client's failure to provide required materials, access, or feedback, the timeline will be adjusted accordingly without penalty to Substrate Co.

Deliverables are provided for the Client's internal use in relation to the hardware evaluation described in the Engagement. They do not constitute procurement advice, financial advice, or a recommendation to purchase any specific product.

5. Client Obligations

To enable Substrate Co to perform the Service, the Client agrees to:

• Provide accurate and complete information about workloads, hardware configurations, and evaluation requirements in a timely manner.
• Ensure that any Client Data shared with Substrate Co does not infringe the intellectual property rights of any third party and is not subject to confidentiality restrictions that would prevent its use.
• Provide access to hardware, environments, or accounts as agreed in the proposal, and ensure such access is available within the scheduled window.
• Designate a point of contact with authority to make decisions relating to the Engagement.
• Not use the Deliverables in a manner that misrepresents the methodology, omits stated caveats, or attributes findings to parties other than Substrate Co.

6. Intellectual Property

Substrate Co retains ownership of all pre-existing intellectual property, methodologies, tools, templates, and frameworks used in delivering the Service. Upon full payment of all Fees, Substrate Co grants the Client a non-exclusive, non-transferable licence to use the Deliverables for internal evaluation and procurement purposes.

Client Data remains the property of the Client. The Client grants Substrate Co a limited licence to use Client Data solely for the purpose of delivering the agreed Service.

The Client may not reproduce, distribute, or publish Deliverables in whole or in part without prior written consent from Substrate Co, except for internal business purposes and presentations to the Client's own stakeholders.

7. Payment Terms

Fees are as stated in the engagement proposal and are denominated in Malaysian Ringgit (RM). Unless otherwise agreed:

• A deposit of 50% is payable upon Engagement confirmation for Comparative Benchmark Study and Benchmarking Advisory Retainer engagements.
• The remaining balance is payable within 14 days of Deliverables being issued.
• Workload Benchmark Setup fees are payable in full within 7 days of session completion.
• Invoices unpaid beyond the due date may incur a late payment charge at a rate consistent with Malaysian commercial practice.

All amounts are exclusive of any applicable taxes. Fees paid are non-refundable except where Substrate Co fails to deliver the agreed Deliverables due to circumstances within our control.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with an Engagement. Substrate Co will not disclose Client Data, hardware configurations, or workload details to any third party without the Client's prior written consent, except where required by law.

This obligation does not apply to information that is or becomes publicly known through no breach of this Agreement, or that was already known to the receiving party prior to disclosure.

Confidentiality obligations survive termination of the Engagement for a period of three years.

9. Disclaimers

Services are provided on the basis of information supplied by the Client and conditions at the time of testing. Benchmark results reflect performance under specific, documented conditions and may not generalise to other workloads, configurations, or operating environments.

Substrate Co does not warrant that Deliverables will be free of all errors, or that hardware evaluated will perform identically in the Client's production environment. Deliverables are informational in nature and do not constitute engineering specifications, procurement contracts, or warranties.

To the extent permitted by Malaysian law, all implied warranties and conditions are excluded.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Substrate Co's total aggregate liability to the Client for any claims arising from or related to an Engagement shall not exceed the total Fees paid by the Client for that specific Engagement.

Substrate Co shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profit, loss of data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded under Malaysian law.

11. Indemnification

The Client agrees to indemnify and hold harmless Substrate Co and its staff from any claims, losses, or expenses (including reasonable legal costs) arising from: (a) the Client's breach of these Terms; (b) use of Deliverables in a manner contrary to the licence granted; or (c) inaccurate or incomplete Client Data that causes harm to Substrate Co or a third party.

12. Termination

Either party may terminate an Engagement by written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice of that breach.

Upon termination, the Client shall pay for all work completed up to the termination date at the pro-rated Engagement Fee. Substrate Co shall deliver all Deliverables completed at the time of termination.

Clauses 6, 7, 8, 9, 10, 11, and 13 survive termination of any Engagement.

13. Dispute Resolution

These Terms are governed by the laws of Malaysia. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days following written notice of the dispute.

If the dispute is not resolved through negotiation, either party may submit it to mediation administered by a mutually agreed mediator before resorting to litigation. The courts of Malaysia shall have exclusive jurisdiction over any disputes that proceed to litigation.

14. General Provisions

• Entire Agreement: These Terms together with the engagement proposal constitute the entire agreement between the parties and supersede prior discussions relating to the subject matter.
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions continue in full force.
• Waiver: Failure by either party to enforce any provision does not constitute a waiver of the right to do so in the future.
• Assignment: The Client may not assign rights or obligations under these Terms without Substrate Co's prior written consent.
• Notices: Formal notices must be sent by email to the parties' designated contacts as stated in the engagement proposal. Email is sufficient for notice purposes.
• Force Majeure: Neither party is liable for delay or non-performance due to circumstances beyond reasonable control, provided the affected party gives prompt notice.

15. Changes to These Terms

We may revise these Terms from time to time. Changes take effect upon posting to this website. Engagements already in progress are governed by the Terms in effect at the time of Engagement confirmation unless both parties agree otherwise in writing.

16. Contact

For questions about these Terms, contact: