Terms of Service

By engaging Sproutmint PLT (201804003363) ("Sproutmint", "we", "our", "us") for any service, accessing our websites, or entering into a service agreement, you ("Client", "you") agree to be bound by these Terms of Service. These Terms govern all services provided by Sproutmint across its four service pillars: Regulatory Gateway, Commercial Foundation, Go-To-Market Operations, and AI/Software Development. If you do not agree to these Terms, do not engage our services. Individual service agreements may supplement these Terms; in case of conflict, the service agreement prevails.

• Client obligations — You must provide accurate, complete, and current product information, ingredient data, and technical documentation. Sproutmint's submission quality is contingent on the accuracy of materials you supply.
• NPRA outcomes — We manage the submission process; we cannot guarantee NPRA approval outcomes. Regulatory decisions rest with NPRA. We commit to competent, diligent preparation and liaison.
• CNH/RP sovereignty — Where Sproutmint acts as CNH or RP, the notification remains associated with Sproutmint's entity. Transition of RP/CNH to another holder upon contract termination is subject to NPRA process timelines and applicable transfer fees.
• Client warranties — You warrant that your formulations, ingredients, and marketing claims comply with the ASEAN Cosmetic Directive, NPRA guidelines, and applicable Malaysian law at the point of submission.
• Post-market obligations — You must notify Sproutmint immediately of any adverse events, product defects, or safety concerns that may require regulatory action, product withdrawal, or recall.
• No dispensing of legal advice — Regulatory guidance provided by Sproutmint constitutes operational and compliance consulting. It does not constitute legal advice. Engage qualified Malaysian legal counsel for legal opinions.

• Import compliance — As IOR, Sproutmint acts as the legal importer on your behalf. You remain responsible for ensuring goods comply with Malaysian import regulations, product safety standards, and intellectual property laws.
• Customs declarations — Sproutmint prepares declarations based on information you provide. Inaccurate or incomplete product information that results in misdeclaration, penalties, or seizure is your liability.
• Tax remittance — As MOR, Sproutmint remits SST on transactions processed through designated channels. Tax obligations on revenue collected outside MOR scope remain your responsibility.
• Prohibited goods — You warrant that goods imported under IOR arrangements are not prohibited or restricted under Malaysian law. Sproutmint reserves the right to refuse IOR services for any goods at its reasonable discretion.
• Indemnification — You agree to indemnify Sproutmint against any claims, fines, penalties, or legal costs arising from inaccurate product information, non-compliant goods, or breach of import regulations.

• Platform terms — Operations on Lazada, Shopee, and TikTok Shop are subject to each platform's own seller terms. You remain the brand owner and bear responsibility for product safety, authenticity, and claims accuracy.
• Account ownership — Marketplace accounts established for your brand remain your property. Sproutmint operates these accounts on your behalf under power of attorney or explicit written authorisation.
• Content and claims — Product listings, marketing claims, and promotional content prepared by Sproutmint are subject to your review and approval. You authorise Sproutmint to publish approved content.
• Inventory risk — Warehoused stock remains your inventory and your financial risk. Sproutmint provides storage and fulfilment services; it does not purchase or consign your inventory unless separately agreed.
• Platform policy changes — Sproutmint will use reasonable efforts to adapt operations to platform policy changes, but does not warrant uninterrupted operations in the event of platform-imposed restrictions.

• Fee schedule — Fees are set out in individual service agreements, statements of work, or published rate cards. All fees are in Malaysian Ringgit (MYR) unless otherwise specified.
• Payment terms — Invoices are due within 30 days of issuance unless otherwise agreed. Retainer fees are due in advance.
• Late payment — Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by Malaysian law, whichever is lower.
• Taxes — Fees are exclusive of applicable SST and other taxes unless expressly stated. You are responsible for all applicable taxes in your jurisdiction.
• Disputed invoices — Notify Sproutmint in writing of disputed amounts within 14 days of invoice date. Undisputed portions remain due on original payment terms.
• Suspension — Sproutmint reserves the right to suspend active services upon 14 days' written notice where payment remains overdue beyond 60 days.

Both parties agree to maintain in strict confidence all proprietary information, trade secrets, formulations, business data, client lists, pricing, and technical specifications disclosed in connection with the services ('Confidential Information'). This obligation survives termination of the engagement for a period of five (5) years.

• Exceptions — Information that is publicly available through no breach of this clause, independently developed, or required to be disclosed by law or regulatory authority is excluded.
• NPRA submissions — Product Information Files and formulation data submitted to NPRA are subject to NPRA's own confidentiality framework in addition to this clause.
• Staff and contractors — Each party shall ensure its personnel and contractors are bound by equivalent confidentiality obligations.

• Your brand — You retain full ownership of your brand identity, trademarks, product formulations, and proprietary technology at all times.
• Sproutmint IP — Our operational methodologies, proprietary workflows, regulatory frameworks, platform technology, and pre-existing materials remain Sproutmint's intellectual property.
• Work product — Unless agreed otherwise, bespoke deliverables (websites, custom software, marketing assets created exclusively for you) vest in you upon final payment.
• Licence to operate — You grant Sproutmint a limited, revocable licence to use your brand assets, product imagery, and content solely for the purpose of delivering contracted services.
• No endorsement — Sproutmint may reference your brand as a client for its own marketing only with your prior written consent.

To the fullest extent permitted by Malaysian law:

• Cap on liability — Sproutmint's total aggregate liability to you for any claim arising from or related to these Terms or any service shall not exceed the total fees paid by you to Sproutmint in the twelve (12) months preceding the event giving rise to the claim.
• Exclusions — Sproutmint is not liable for indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, business opportunity, or data, even if advised of such possibility.
• Regulatory outcomes — Sproutmint is not liable for NPRA decisions, customs rulings, platform enforcement actions, or outcomes of regulatory processes that are beyond its control.
• Force majeure — Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, platform outages, or public health emergencies.
• Exclusions that do not apply — Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by Sproutmint's negligence.

• Term — These Terms apply for the duration of any active service engagement. Individual service agreements specify their own initial terms and renewal conditions.
• Termination for convenience — Either party may terminate non-regulatory services with 30 days' written notice, subject to payment of fees for work performed to date.
• Regulatory services — CNH/RP arrangements require minimum 60 days' written notice to allow for NPRA transfer processes to be initiated. Fees during this transition period apply.
• Termination for cause — Either party may terminate immediately upon written notice if the other materially breaches these Terms and fails to remedy the breach within 21 days of written notice.
• Consequences of termination — Upon termination, each party returns or destroys the other's Confidential Information. Outstanding fees remain due. Sproutmint will provide reasonable transition assistance at applicable rates.
• Survival — Clauses on Confidentiality, IP, Liability, Governing Law, and outstanding payment obligations survive termination.

• Governing law — These Terms are governed by the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Malaysia.
• Dispute resolution — Parties will first attempt to resolve disputes through good-faith negotiation within 30 days of written notice of dispute.
• Mediation — If negotiation fails, parties agree to attempt mediation through the Asian International Arbitration Centre (AIAC) before commencing litigation.
• Language — These Terms are executed in English. In the event of any conflict with a translated version, the English version prevails.

• Entire agreement — These Terms, together with applicable service agreements and statements of work, constitute the entire agreement between the parties and supersede all prior discussions.
• Amendments — Sproutmint may update these Terms with 30 days' written notice. Continued engagement after the effective date constitutes acceptance.
• Severability — If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver — Failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.
• Assignment — You may not assign your rights or obligations without Sproutmint's prior written consent. Sproutmint may assign to an affiliate or successor entity.
• Notices — Legal notices must be in writing and sent by email with acknowledgement of receipt, or by registered post to the addresses specified in the service agreement.

For questions, legal notices, or service-related queries, contact us at: