Terms & Conditions

These Terms and Conditions ("Terms") constitute the basis on which Mentari Partners ("we," "us," "the Firm") provides professional advisory services to clients ("you," "the Client"). By engaging Mentari Partners or requesting a service proposal, you accept these Terms in full. If you do not accept any part of these Terms, please do not proceed with an engagement.

1. Parties

Mentari Partners is a professional advisory firm registered in Malaysia, with its principal place of business at Level 3, Menara Centara, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur. These Terms apply to all advisory, incorporation, secretarial, and related services provided by the Firm to its clients.

The Client is any individual, company, or entity that engages Mentari Partners for professional services, whether through a formal engagement letter, verbal instruction, or written request.

2. Scope of Services

Mentari Partners provides advisory and facilitation services in the following areas:

• Private limited company (Sdn Bhd) formation, including constitution drafting, SSM incorporation filing, and first-year secretarial support;
• LLP, sole proprietorship, and partnership advisory, including structural comparison, deed drafting, and SSM registration;
• Foreign-owned entity setup, including equity review, MIDA and sectoral licensing guidance, employment pass planning, and cross-border tax advisory;
• Post-incorporation filings, statutory compliance support, and related professional services as agreed in an engagement letter.

The specific scope applicable to any engagement is set out in a written engagement letter or proposal issued prior to commencement of services. Services outside the stated scope are subject to separate agreement.

Mentari Partners does not provide legal representation, and its advisory does not constitute legal advice for the purposes of any legal proceedings. Clients requiring legal representation are directed to licensed solicitors.

3. Engagement & Instructions

An engagement commences when the Client returns a signed engagement letter or accepts a proposal in writing. Oral instructions may be acted upon in good faith but should be confirmed in writing without undue delay.

Where Mentari Partners is required to act on the Client's behalf before relevant documents are in place (for example, to meet a statutory filing deadline), we may proceed at our reasonable discretion. The Client accepts responsibility for instructions given and confirms that the person providing those instructions has authority to bind the entity concerned.

Mentari Partners may decline to accept or continue an engagement at its reasonable discretion, including where there is a conflict of interest, insufficient information, or circumstances that would make continued engagement inappropriate under applicable professional standards.

4. Fees & Payment

Fees for services are set out in the engagement letter or service proposal. Published fee schedules on the Firm's website are indicative; the binding fee for an engagement is the amount stated in the relevant proposal or engagement letter.

Standard payment terms are as follows:

• A deposit of 50% of the agreed engagement fee is due prior to commencement of services.
• The remaining balance is due upon completion of the primary deliverable (e.g., SSM incorporation confirmation or LLP registration).
• Disbursements (SSM filing fees, statutory fees, and similar third-party costs) are payable in advance or charged at cost on the final invoice.

Invoices not settled within 14 days of their issue date may attract a late interest charge of 1.5% per month. Where payment remains outstanding, Mentari Partners reserves the right to suspend services until the account is brought current.

All fees are quoted exclusive of applicable taxes unless stated otherwise. Clients registered for SST or where SST applies are responsible for any tax arising on services provided.

5. Client Obligations

You agree to provide Mentari Partners with accurate, complete, and timely information as required for the performance of services. This includes but is not limited to identity documents, shareholding information, intended business activities, authorised signatories, and registered address details.

You acknowledge that services may be delayed or cannot proceed if required information is withheld, inaccurate, or provided late. Mentari Partners is not liable for delays attributable to incomplete or late client instructions.

You agree not to use the services of Mentari Partners for any purpose that would be in breach of Malaysian law, including but not limited to the Companies Act 2016, the Limited Liability Partnerships Act 2012, the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, and related regulations.

Where Mentari Partners is required by law to verify your identity or the source of funds associated with an engagement, you agree to provide such verification promptly and in the form requested.

6. Confidentiality

Mentari Partners treats all client information as confidential and does not disclose it to third parties except:

• Where required by Malaysian law or by a regulatory, statutory, or judicial authority;
• Where disclosure is necessary to the performance of the services (for example, disclosure to SSM, LHDN, or relevant licensing authorities);
• Where you have given written consent.

This obligation of confidentiality survives the termination of an engagement. We request that clients extend equivalent consideration to any non-public information shared by Mentari Partners in the course of an engagement.

7. Intellectual Property

Documents, templates, and written materials prepared by Mentari Partners in the course of an engagement become the property of the Client upon full payment of the applicable fees. This includes company constitutions, shareholder agreements, LLP agreements, and similar client-specific deliverables.

Internal working documents, advisory frameworks, methodologies, and standard-form templates used by Mentari Partners remain the intellectual property of the Firm and may not be reproduced or shared without prior written consent.

8. Limitation of Liability

Mentari Partners will perform its services with reasonable care and skill. However, the Firm's liability to any Client in respect of any claim arising from an engagement — whether in contract, tort, or otherwise — is limited to the total fees paid by the Client for the specific engagement giving rise to the claim.

Mentari Partners is not liable for:

• Delays or decisions by SSM, LHDN, MIDA, or any other government authority;
• Adverse outcomes resulting from inaccurate or incomplete information provided by the Client;
• Consequential, indirect, or special losses, including loss of profit, loss of opportunity, or reputational harm;
• Outcomes arising from changes in Malaysian law or policy after the date of advice.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable Malaysian law.

9. Termination

Either party may terminate an engagement by written notice. Where a Client terminates an engagement after commencement, the deposit paid is non-refundable. Fees for work completed up to the date of termination are payable on a time-spent basis, with any balance above the deposit invoiced or refunded as applicable.

Mentari Partners may terminate an engagement with immediate effect if:

• The Client provides materially false or misleading information;
• The Client requests services that would place Mentari Partners in breach of applicable law;
• Fees remain unpaid beyond 30 days of the due date and no payment arrangement is in place.

Upon termination, Mentari Partners will provide the Client with copies of documents prepared on their behalf and paid for in full. Pending filings will be transferred at the Client's request.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of Malaysia. Any dispute arising from or connected with these Terms or an engagement with Mentari Partners shall be subject to the exclusive jurisdiction of the courts of Malaysia.

Where a dispute arises, the parties agree to make reasonable efforts to resolve the matter through discussion and, if necessary, mediation before commencing formal proceedings.

11. Changes to Terms

Mentari Partners may update these Terms from time to time to reflect changes in practice, applicable law, or the scope of our services. The version published on our website at the time an engagement commences is the version that applies to that engagement.

We will make reasonable efforts to notify existing clients of material changes before they take effect, typically by email to the address held on file.

12. Contact

Questions about these Terms or your engagement may be directed to: