(Please read this section carefully)

Terms and Conditions for Course Development with Minda Sfera Sdn Bhd (1567592-P)

By developing a course with Minda Sfera Sdn Bhd (1567592-P), you agree to the following terms and conditions:

Course Development

1. Minda Sfera reserves the right to reject a course development request due to insufficient information or resource constraints. No payments will be made by either party until Minda Sfera accepts the course development.

2. The course development process follows these steps in alphabetical order:
   a. Completion of the New Course Development Form by Minda Sfera.
   b. Confirmation email regarding the appointment made in the form.
   c. Issuance of a quotation for course development (for ownership) or course fees for confirmation.
   d. Payment of 50% of the course development cost or 20% of the course fee by you.
   e. Submission of the course outline via email for confirmation within two (2) weeks of payment.
   f. Presentation of course materials during the second meeting for confirmation within three (3) weeks of course outline approval.
   g. Payment of the remaining course development cost as per the quotation (for ownership) or submission of an HRD Corp grant through the eTRiS system by you.
   h. Receipt of the grant submission and payment of 50% of the course fee before course commencement (if HRD Corp levy is not claimed).

3. Developed courses must be conducted at least six (6) weeks after the form submission and no later than three (3) months from course outline confirmation.

4. Trainers for the developed course may be provided by you or Minda Sfera, based on the selections made during submission.

5. Courses may be jointly-developed by you and Minda Sfera, with potential discounts on the final invoice, subject to approval.

6. No refunds will be issued for cancellations made by you during development. Minda Sfera reserves the right to continue developing and publicly offering the course despite cancellation.

Course Trainers

1. Courses may be conducted by trainers appointed by either party, subject to relevant expertise.

2. If the course is conducted by your trainer and is HRD Corp claimable, you are responsible for the trainer's accreditation status. Minda Sfera holds no liability for rejected HRD Corp levy claims.

3. You assume full responsibility for the trainer’s conduct if you appoint your trainer. Minda Sfera may reject a trainer, particularly for HRD Corp claimable courses.

HRD Corp Claimable Courses

1. A course is HRD Corp claimable only if it is not owned by you.

2. If you wish to own the course and register it as HRD Corp claimable, you must be an HRD Corp-registered training provider.

3. A subscription fee applies every three (3) months if you own the course and use Minda Sfera as the registered training provider for HRD Corp claim maintenance.

Course Partnership

1. Minda Sfera retains you as a co-owner even if you choose not to own the course.

2. Co-developed courses conducted by Minda Sfera trainers receive a 30% discount on total billing.

3. You are responsible for any course sessions conducted by your selected trainer, especially for HRD Corp claimable courses, subject to Minda Sfera’s approval.

4. The course partnership may be terminated by either party, subject to Clause 3 in Course Development section.

5. Course curriculum updates will be made at no cost to you.

Course Ownership

1. You may purchase outright ownership of a course developed by Minda Sfera.

2. Upon purchasing a course, you must review all provided information as Minda Sfera will not retain course materials for your use.

3. You bear full responsibility for course administration, delivery and reporting. If the course is HRD Corp claimable, you must register it under your HRD Corp eTRiS account.

4. Minda Sfera can host your HRD Corp claimable course with a quarterly subscription fee, as outlined in Clause 3 in HRD Corp Claimable Courses.

5. Minda Sfera may discontinue hosting your HRD Corp claimable course per the signed agreement.

6. You are responsible for updating course content as needed. Minda Sfera will not update courses you own.

7. If you wish to update a course you own, it will be treated as a new course development.

Course Royalty

1. You are eligible for royalty payments if:
   a. You co-own the course with Minda Sfera, or
   b. You jointly develop the course with Minda Sfera, and
   c. You do not own the course outright.

2. Once developed, Minda Sfera may publish the course on its platform or register it as HRD Corp claimable.

3. Minda Sfera offers the following royalty rates:
   a. Up to 25% of total profit for partnered courses.
   b. Up to 50% of total profit for jointly developed courses.

Intellectual Property

1. If a course is partnered, all materials, including slides, workbooks, and digital content, remain the intellectual property of Minda Sfera and are for internal use only.

2. If a course is owned by you, the materials are not Minda Sfera’s intellectual property.

Data Protection & Privacy

1. Minda Sfera collects and stores company information in compliance with the Personal Data Protection Act 2010.

2. Your data will only be used for course administration and communication, including HRD Corp levy submissions.

Limitation of Liability

1. Minda Sfera is not liable for any indirect, incidental, or consequential damages arising from the use or inability to use the training materials.

2. Liability for direct damages is limited to the full course development fee paid.

Governing Law

1. These terms and conditions are governed by and interpreted in accordance with the laws of Malaysia.

2. Any disputes shall be subject to the exclusive jurisdiction of Malaysian courts.