Service Agreement & Terms of Engagement
Version 1.0 — Effective upon client acceptance
1. Introduction
- 1.1 These Terms constitute a binding agreement between you ("Client") and FunnelChat (Registration No. 202603073501 (PG0585068-H)), a business registered under the laws of Malaysia with its principal place of business at:
- WhatsApp and Instagram chatbot deployment and configuration
- Workflow automation consulting and process mapping
- Tool setup and training (including third-party platforms)
- CRM and platform integration
- Ongoing system management and monitoring
- WhatsApp Business Platform (Meta)
- Instagram Direct Messaging API (Meta)
- AI API providers (e.g. Mistral, OpenAI)
- Botpress or other chatbot platforms
- CRM and calendar systems
- Cloud infrastructure providers
- Provide accurate, complete, and timely information required for service setup and ongoing maintenance
- Ensure any systems under the Client's control (e.g. APIs, CRMs, business accounts) remain operational and accessible
- Provide timely approvals and feedback required for service delivery within agreed timelines
- Use the Services in compliance with all applicable Malaysian laws and third-party platform terms of service
- Not attempt to reverse-engineer, copy, or redistribute any automation system or workflow built by FunnelChat without written consent
- Client system failures, misconfigurations, or changes made without FunnelChat's knowledge
- Unauthorised modifications to any automation system or workflow delivered by FunnelChat
- Internet outages, device failures, or infrastructure issues on the Client's end
- Third-party platform disruptions, policy changes, or API deprecations
- Force majeure events including natural disasters, pandemics, or government restrictions
- 100% deposit upon project commencement
- Indirect, consequential, or incidental damages
- Loss of revenue, profits, or business opportunities
- Data loss or service downtime caused by third-party platforms or external systems
- Damages arising from the Client's misuse of delivered automation systems
- Natural disasters or acts of God
- War, civil unrest, or terrorism
- Government regulations or restrictions
- Internet or telecommunications infrastructure failures
- Pandemics or public health emergencies
B-17-1, No. Jalan 3/93A, Warisan Cityview, Off Bt 2 1/2 Jalan Cheras, 56100 Cheras, Wilayah Persekutuan, Malaysia
(hereinafter referred to as "FunnelChat", "we", "us", or "our").
1.2 These Terms govern the provision of our automation consulting, AI chatbot deployment, tool setup and training, platform integration, and ongoing management services (collectively referred to as the "Services").
1.3 By engaging, subscribing to, or using our Services, you acknowledge that you have read, understood, and agreed to these Terms.
1.4 FunnelChat reserves the right to modify or update these Terms from time to time with reasonable notice to the Client. Continued use of the Services after such updates constitutes acceptance of the revised Terms.
2. Scope of Services
2.1 FunnelChat provides business automation solutions including but not limited to:
2.2 The specific scope of Services for each engagement will be defined in a separate Project Brief or Statement of Work agreed upon by both parties prior to commencement.
2.3 Services are provided on a best-effort basis and are subject to third-party platform availability and dependencies.
2.4 Due to the nature of AI and automation systems, FunnelChat does not guarantee 100% accuracy of automated responses or outputs. Results may vary based on the Client's data, use case, and platform conditions.
3. Service Availability & Support
3.1 FunnelChat aims to maintain deployed systems at maximum uptime, subject to third-party platform dependencies and scheduled maintenance windows.
3.2 Scheduled maintenance will be communicated to the Client at least 48 hours in advance where possible.
3.3 Support is provided during the following hours:
| Day | Hours (Malaysia Time) |
|---|---|
| Monday – Friday | 9:00 AM – 6:00 PM |
| Saturday | 10:00 AM – 2:00 PM (best-effort) |
| Sunday & Public Holidays | Emergency only |
3.4 Critical incidents affecting live client systems may be addressed outside of business hours on a best-effort basis.
4. Issue Categorisation & Response Times
FunnelChat will respond to service incidents based on the following priority levels:
| Priority | Description | Target Response Time |
|---|---|---|
| P1 – Critical | System fully down, no automation running | Within 4 business hours |
| P2 – High | Major feature broken, significant impact | Within 1 business day |
| P3 – Medium | Minor issue, workaround available | Within 3 business days |
| P4 – Low | Enhancement requests, general queries | Within 5 business days |
5. Third-Party Dependencies
5.1 Certain automation functionalities rely on third-party services, including but not limited to:
5.2 FunnelChat shall not be responsible for service disruptions, policy changes, or pricing changes caused by these third-party providers.
5.3 In the event of a third-party disruption, FunnelChat will provide status updates every four (4) business hours, but final resolution is subject to the third-party provider's timeline.
6. Client Responsibilities
The Client agrees to:
7. Exclusions
This Agreement does not cover issues caused by:
8. Data Protection & Confidentiality
8.1 FunnelChat will take reasonable steps to safeguard all Client data and confidential information shared during the course of the engagement.
8.2 Both parties agree to maintain the confidentiality of all proprietary information, business processes, and system configurations shared during the engagement.
8.3 Confidential information shall not be disclosed to any third party unless required by law or with the prior written consent of the disclosing party.
8.4 FunnelChat may reference the Client's business type and general outcome (e.g. "improved lead response time for a mortgage finance firm") as an anonymised case study for marketing purposes, unless the Client opts out in writing.
9. Billing & Payment Terms
9.1 Project-Based Billing
FunnelChat operates on a project-based billing model. Fees and payment milestones will be defined in the Project Brief agreed upon prior to commencement. Unless otherwise specified, the default payment structure is:
9.2 Ongoing Management Retainer
Where the Client subscribes to ongoing management services, billing will be conducted on a monthly basis as agreed in the Service Proposal.
9.3 Payment Method
All payments are to be made via Malaysian bank transfer (FPX / DuitNow / Direct Bank Transfer) to the FunnelChat designated bank account. Bank details will be provided on each invoice.
9.4 Payment Due Date
All invoices must be settled within seven (7) calendar days from the invoice date. Payments are considered received only when cleared funds are credited into the FunnelChat bank account.
9.5 Currency
All fees are quoted in Malaysian Ringgit (MYR) unless otherwise stated in the Project Brief.
10. Payment Reminder Schedule
Where payment has not been received by the due date, reminders will be issued as follows:
| Reminder | Trigger |
|---|---|
| 1st Reminder | 7 days after invoice date |
| 2nd Reminder | 14 days after invoice date |
| 3rd Reminder | 21 days after invoice date |
| Final Notice | 28 days after invoice date |
11. Service Suspension
11.1 If full payment is not received within thirty-one (31) days from the invoice date, FunnelChat reserves the right to suspend all ongoing Services immediately without further notice.
11.2 Suspended Services will remain inactive until all outstanding amounts are paid in full.
11.3 FunnelChat reserves the right to issue a Letter of Demand (LOD) for accounts overdue beyond 31 days.
11.4 FunnelChat shall not be liable for any business losses or disruptions arising from a service suspension due to non-payment.
12. Termination
12.1 Either party may terminate this Agreement by providing one (1) month written notice to the other party.
12.2 No penalty will be imposed for termination, provided proper notice is given and all outstanding amounts are settled.
12.3 Any unused portion of prepaid retainer fees beyond the notice period will be refunded to the Client within fourteen (14) business days.
12.4 Upon termination, FunnelChat will provide a handover of all Client-owned assets, credentials, and documentation within fourteen (14) business days, subject to full payment of outstanding amounts.
13. Limitation of Liability
13.1 FunnelChat's total aggregate liability arising out of or in connection with this Agreement shall be limited to fifty percent (50%) of the total project fee paid by the Client for the specific project giving rise to the claim.
13.2 FunnelChat shall not be liable for:
14. Force Majeure
FunnelChat shall not be liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including but not limited to:
15. Amendments
15.1 This Agreement may be reviewed and updated periodically by FunnelChat. Clients will be notified of material changes with reasonable advance notice.
15.2 Any project-specific amendments must be documented in writing (email is acceptable) and acknowledged by both parties before taking effect.
16. Governing Law
16.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
16.2 Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Malaysia.
16.3 Both parties agree to first attempt resolution through good-faith negotiation before initiating formal legal proceedings.
17. Acceptance
By engaging FunnelChat's Services — whether through signing a Project Brief, making a payment, or providing written confirmation — the Client acknowledges that they have read, understood, and agreed to all Terms outlined in this Agreement.