Terms & Conditions

1. Definitions

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

• "Agreement" means these Terms & Conditions together with any engagement letter or scope document agreed between the parties.
• "We / Us / Our" refers to Driftwood Helm, a business advisory firm registered in Malaysia and operating from Level 6, Penang Times Square, George Town, Penang.
• "You / User / Client" refers to any person or business accessing our website or engaging our advisory services.
• "Services" means the e-commerce operations advisory services described on our website, including the Store Operations Review, E-commerce Tidy-Up Engagement, and Online Operations Programme.
• "Website" means the website operated by Driftwood Helm at driftwoody.club.
• "Content" means all text, documentation, reports, process maps, and materials provided as part of any Service engagement.

2. Acceptance of Terms

By accessing our Website or engaging our Services, you agree to be bound by these Terms & Conditions. If you do not accept these terms, please do not use our Website or engage our Services.

You confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are engaging on behalf of a business, you confirm that you have authority to bind that business to these terms.

3. Service Description

Driftwood Helm provides business advisory services focused on e-commerce operations for online sellers and retailers. Our services are informational and operational in nature — we provide observations, process documentation, and advisory recommendations. We do not provide legal, financial, accounting, or regulated professional services.

Services are offered to businesses and individuals in Malaysia and, at our discretion, internationally. We reserve the right to decline any engagement request.

4. User Responsibilities

When using our Website or engaging our Services, you agree to:

• Provide accurate and complete information when contacting us or entering into an engagement
• Use the Website and Services for lawful purposes only
• Not attempt to disrupt, damage, or gain unauthorised access to our systems
• Not reproduce, redistribute, or commercially exploit materials we provide without written consent
• Cooperate reasonably during an advisory engagement, including providing timely access to relevant information
• Not misrepresent your business, operations, or circumstances during an engagement

5. Intellectual Property

All content on our Website — including text, design, structure, and methodology — is the intellectual property of Driftwood Helm or used with appropriate permissions.

Deliverables produced as part of a paid Service engagement (such as reports and process documents) are licensed to you for internal business use upon full payment. You may not resell, redistribute, or present them as independently produced work.

Our underlying methodologies, frameworks, and templates remain the property of Driftwood Helm at all times.

6. Payment Terms

Service fees are quoted in Malaysian Ringgit (MYR) and are as follows:

• Store Operations Review — RM 560
• E-commerce Tidy-Up Engagement — RM 2,500
• Online Operations Programme — RM 4,350

Payment terms, methods accepted, and milestone schedules (where applicable) will be confirmed in your engagement letter. Fees are due in accordance with the agreed schedule. Where an engagement involves multiple stages, continued access to deliverables is subject to payments remaining current.

Fees paid for commenced work are non-refundable except where Driftwood Helm is unable to deliver the agreed service. In the event of a dispute regarding a fee, please contact us at [email protected] in the first instance.

7. Advisory Engagement Terms

Each advisory engagement will be governed by these Terms and any scope documentation agreed in writing. The following applies to all engagements:

• Scope: Deliverables are limited to those set out in the engagement scope. Work outside scope may be quoted separately.
• Timelines: Indicative timelines are provided as guidance. Final delivery depends on information provided by the client in a timely manner.
• Confidentiality: We treat all information shared during an engagement as confidential and will not share it with third parties without your consent, except where required by law.
• Client cooperation: Engagements proceed on the basis of reasonable cooperation. Delays caused by non-provision of required information may extend timelines without obligation on our part.
• Changes to scope: Requests to materially expand scope during an engagement will be assessed and, if agreed, documented in a written amendment.

8. Disclaimers

Our Website and Services are provided in good faith and to the best of our knowledge and experience. However:

• We do not represent that information on our Website is complete, current, or free of error at all times
• Advisory recommendations are based on information provided to us and our professional judgement — outcomes depend on factors outside our control, including your implementation decisions
• We do not provide legal, financial, accounting, tax, or medical advice. Where such advice is needed, you should seek a qualified professional
• We make no representations about the suitability of our Services for your specific situation beyond what is discussed and agreed during scoping

9. Limitation of Liability

To the extent permitted by law, Driftwood Helm's total liability to you in connection with any engagement shall not exceed the fees paid by you for that specific engagement.

We shall not be liable for indirect, consequential, incidental, or special losses, including but not limited to loss of revenue, loss of data, or business interruption, whether or not such losses were foreseeable.

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

10. Indemnification

You agree to indemnify and hold harmless Driftwood Helm, its directors, and advisors from any claims, damages, or costs arising from your breach of these Terms, your misuse of our Services, or your violation of any applicable law or third-party right.

11. Termination

Either party may end an engagement by providing reasonable written notice. Where work has commenced, fees for work completed to date remain due.

We may suspend or terminate access to our Website without notice if we reasonably believe a user is misusing it or acting in a manner contrary to these Terms.

Sections 5 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution) survive termination of any engagement.

12. Dispute Resolution

These Terms are governed by the laws of Malaysia. Any disputes arising in connection with these Terms or an engagement shall be subject to the non-exclusive jurisdiction of the courts of Malaysia.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute informally by contacting the other party in writing and allowing 30 days for a response and good-faith discussion.

13. General Provisions

• Entire agreement: These Terms, together with any engagement letter, constitute the entire agreement between the parties on the matters covered.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it later.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent.
• Notices: Formal notices should be sent in writing to the address below or by email to [email protected].

14. Changes to Terms

We may update these Terms from time to time. Changes will be posted on this page with an updated "Last Updated" date. Continued use of our Website or Services after changes are posted constitutes acceptance of the updated Terms.

For active engagements, material changes to Terms that affect the ongoing engagement will be notified by email.

15. Contact

For questions about these Terms or legal matters: