Terms of Service

Our services are intended exclusively for companies, entrepreneurs, organisations, boards, investors and professionals acting for purposes relating to their trade, business or professional activity.

We do not provide services under these Terms to consumers acting primarily for private purposes.

By engaging our services, the client (“Client”) confirms that it acts in a professional or commercial capacity and that the person commissioning the work is authorised to act on the Client’s behalf.

These Terms apply in particular to executive advisory, independent technology reviews, technology due diligence, platform and technology selection, decision architecture, AI strategy and adoption reviews, digital transformation advisory, board and investor briefings, interim or fractional engagements, research and analysis, and other professional advisory services expressly agreed between the parties.

A contract may be formed through:

• acceptance of a written proposal, statement of work or engagement letter
• written confirmation of an individual assignment
• acceptance of an agreed retainer
• another written agreement between the parties

The specific scope, deliverables, timing and fees of an engagement are determined by the applicable proposal, statement of work, engagement letter or other written agreement.

If contractual documents conflict, the following order of precedence applies:

1. an individually agreed proposal, statement of work or engagement letter
2. a Data Processing Agreement, but only in relation to personal-data processing
3. these Terms of Service
4. general descriptions or information published on the website

A specific written agreement may expressly override individual provisions of these Terms.

We provide independent professional advisory, analysis and implementation-support services using reasonable professional skill, care and judgement.

The exact scope of an engagement is determined by the agreed service description. Anything not expressly included is not automatically part of the engagement.

Deliverables may include reports, assessments, recommendations, decision frameworks, roadmaps, models, research, workshops, board briefings, specifications, prototypes or other agreed materials.

Unless expressly agreed otherwise, our services are advisory in nature. Recommendations do not transfer management responsibility or decision-making authority from the Client to the Advisor.

Implementation work, software development, operational management or responsibility for third-party systems must be expressly included in the agreed scope.

Unless expressly disclosed and agreed otherwise, we do not act as a reseller, sales agent or broker for technology providers and do not receive outcome-dependent compensation for recommending a particular technology provider or platform.

The quality and timing of our work depend on timely and accurate Client input.

The Client shall provide all information, documents, data, access, systems access, personnel availability, decisions and other cooperation reasonably required to perform the engagement.

The Client is responsible for ensuring that information supplied is accurate and that it has the necessary rights and lawful basis to provide data, documents and other materials used during the engagement.

We may reasonably rely on information provided by the Client unless the engagement expressly requires independent verification.

If required information, access, decisions or feedback are delayed or incomplete, agreed delivery dates and project schedules shall be extended accordingly.

We are not responsible for delays caused by circumstances within the Client’s control.

Material changes in assumptions, requirements or available information may require an adjustment to scope, timing or fees.

Delivery dates and project schedules stated in proposals or engagement documents are based on the assumptions and dependencies known when the engagement is agreed.

For prepaid or fixed-scope engagements, and for any engagement that requires an advance payment, mobilisation deposit, first milestone payment or first retainer payment, any stated delivery period begins only after:

• any such required payment under Section 6 has been received
• all information and documentation reasonably required for the work has been provided
• necessary access has been granted
• any required initial meeting or briefing has taken place

Where delivery is stated within a specified number of business days, that period begins on the first business day after all applicable prerequisites have been satisfied.

Unless expressly agreed as binding, project schedules and delivery dates are reasonable estimates rather than absolute deadlines.

Fees are stated in the applicable proposal, statement of work, engagement letter or other written agreement.

Unless expressly stated otherwise, prices are exclusive of VAT and any other applicable taxes.

Standard Payment Structure

Unless a different payment schedule is expressly stated in the applicable proposal, statement of work or engagement letter, the following standard payment structure applies.

Standardised and short fixed-scope services. Audits, workshops, assessments and other clearly defined short-form services may require payment in full before work begins where this is stated in the applicable service description or proposal.

First fixed-fee engagement with a new Client. For the first individually scoped fixed-fee engagement with a new Client, 50% of the agreed project fee is payable upon acceptance of the engagement and before work begins. The remaining 50% is payable upon delivery of the agreed final deliverable.

Multi-phase fixed-fee engagements. Where an engagement is structured around multiple material phases or milestones, the applicable proposal may provide for milestone billing. Unless another structure is expressly stated, the standard milestone structure is:

• 30% upon acceptance of the engagement and before commencement
• 40% upon delivery of the agreed intermediate milestone
• 30% upon delivery of the final deliverable

Retainer engagements. Retainers are invoiced in advance. The first retainer period is payable before services commence. Each subsequent retainer period is payable before the beginning of the relevant service period.

Time-and-materials, interim and fractional engagements. These engagements are normally invoiced monthly based on the agreed rates and actual or agreed utilisation.

For a Client’s first time-and-materials, interim or fractional engagement with us, a mobilisation deposit equal to 25% of the estimated fees for the first month is payable before services commence.

Unless expressly agreed otherwise, the mobilisation deposit is credited against the final invoice for the engagement.

For subsequent engagements with an established Client, time-and-materials, interim and fractional services are normally invoiced monthly unless another arrangement is stated in the applicable engagement document.

Milestone Timing

A payment linked to a deliverable or milestone becomes due upon delivery of that deliverable or achievement of the stated milestone.

Payment does not depend on internal Client approval, acceptance, review or feedback unless the applicable proposal expressly establishes a formal acceptance procedure.

Client delays in review, feedback, internal approval or stakeholder availability do not postpone an otherwise achieved payment milestone.

Commencement and Reservation of Capacity

Work does not commence, and project capacity is not considered finally reserved, until any applicable:

• advance payment
• mobilisation deposit
• first milestone payment
• first retainer payment

has been received.

Invoices

Unless a different payment term is expressly stated in the applicable proposal or invoice, invoices are due within 10 calendar days.

Where services are charged by time, the applicable hourly or daily rate will be agreed before the relevant work is performed.

Reasonable travel expenses, third-party charges and other external costs are charged separately only where agreed in advance or expressly included in the proposal.

For overdue payments, we may charge statutory default interest and recover reasonable collection costs to the extent permitted by applicable law.

We may suspend work while undisputed invoices remain overdue.

The Client may request changes to the agreed scope.

We will inform the Client where a requested change materially affects fees, timing, resources or deliverables before carrying out the additional work.

Work outside the agreed scope will only be performed where the parties have agreed the relevant commercial terms or the Client has authorised additional work under an agreed hourly or daily rate.

Minor clarifications that do not materially affect scope may be handled without a formal change request.

Any specific termination provisions contained in the applicable engagement document take precedence.

Where no separate termination period has been agreed, either party may terminate an ongoing advisory or retainer engagement on 14 days’ written notice.

A prepaid fixed-scope engagement may be cancelled before work has commenced. Any refund may be reduced by non-cancellable third-party or external costs already incurred specifically for the engagement.

Once work on a prepaid fixed-scope engagement has commenced, the applicable fee is non-refundable.

Where only part of the fee is payable in advance, for example under the standard payment structure in Section 6, this applies to amounts already due and paid and to fees for phases or milestones already commenced or achieved.

Work is considered to have commenced once substantive preparation, review of Client materials, research, analysis, workshop preparation or another activity specifically undertaken for the engagement has begun.

Where performance depends on Client information, documentation, access, decisions or other cooperation and these remain outstanding, we may pause the engagement after 30 calendar days from a written request for the missing input.

If the required input remains outstanding for 60 calendar days after that written request, we may close and terminate the affected engagement by written notice.

Where work has commenced, prepaid fees remain non-refundable following such closure.

Any future resumption is subject to our availability, a new schedule and, where materially necessary due to elapsed time or changed circumstances, an agreed adjustment of scope or fees.

Either party may terminate an engagement with immediate effect where the other party materially breaches its obligations and fails to remedy the breach within a reasonable period following written notice.

We may suspend or terminate an engagement where payments remain materially overdue.

Termination does not affect accrued fees or provisions intended to survive termination, including confidentiality, intellectual property, payment and liability provisions.

Each party retains ownership of intellectual property owned, developed or acquired independently of the engagement.

The Client retains all rights in its own data, trademarks, documents, materials and Client-provided content.

We retain ownership of our pre-existing and independently developed:

• methods
• frameworks
• decision models
• templates
• research methods
• assessment models
• prompts and AI workflow structures
• methodologies
• tools
• software components
• know-how
• processes
• generic concepts and reusable materials

collectively referred to as Background Materials.

Subject to full payment of the applicable fees, the Client receives a perpetual, worldwide, non-exclusive, royalty-free right to use Client-specific deliverables and any Background Materials embedded in them for its own internal business purposes.

The Client may share deliverables with professional advisers, investors, financing partners, auditors and service providers where reasonably required for its business and subject to appropriate confidentiality.

Unless expressly agreed otherwise, deliverables may not be commercially resold, licensed as standalone products or published substantially in full as the Client’s own commercial methodology.

Rights relating to software, source code or other implementation assets may be governed by additional terms in the applicable statement of work.

We remain free to use general skills, experience, ideas, techniques and know-how developed or improved during an engagement provided that Client Confidential Information is not disclosed.

We will not publicly identify the Client or use its name, logo or engagement as a case study without prior permission.

Each party shall keep confidential all non-public commercial, technical, financial, strategic and organisational information received from the other party that is identified as confidential or should reasonably be understood to be confidential.

Confidential Information does not include information that the receiving party can demonstrate:

• was already lawfully known without confidentiality restrictions
• becomes publicly available without breach of the agreement
• is lawfully received from a third party without confidentiality obligations
• is independently developed without use of the other party’s Confidential Information

Confidential Information may be disclosed to employees, professional advisers, contractors and service providers who reasonably require access and are subject to appropriate confidentiality obligations.

Disclosure is also permitted where required by law, regulation or a competent authority, provided that the other party is informed where legally permitted.

These confidentiality obligations continue for five years after the relevant engagement ends.

Trade secrets remain protected for as long as they retain their confidential nature under applicable law.

Each party shall comply with applicable data-protection law, including the General Data Protection Regulation where applicable.

For ordinary business administration, communication and contracting, each party generally acts as an independent controller of the personal data it processes.

Where we process personal data on behalf of the Client as a processor, the parties shall enter into an appropriate Data Processing Agreement where required by applicable law.

Such Data Processing Agreement shall take precedence over these Terms specifically in relation to personal-data processing.

The Client shall not provide special-category personal data, highly sensitive personal information or unnecessary personal data unless its processing has been expressly agreed and appropriate safeguards have been established.

The Client remains responsible for ensuring that an appropriate legal basis exists for personal data, documents or datasets it instructs us to process.

Our work may involve the use of artificial-intelligence systems, large language models, software-as-a-service platforms, APIs, data-analysis services and other third-party technology where appropriate for the engagement.

Where Client Confidential Information is processed through third-party AI or software services, we will use commercially reasonable safeguards appropriate to the information and task.

We will not knowingly submit Client Confidential Information to public consumer AI services for the purpose of training publicly available models without the Client’s prior authorisation.

Third-party systems are operated by their respective providers. Their functionality, availability, terms, models, pricing and technical behaviour may change independently of us.

AI-generated or AI-assisted outputs may contain inaccuracies, omissions, inconsistencies or unexpected results. We therefore apply professional judgement and appropriate review to material outputs used in our advisory work.

Unless expressly agreed otherwise, the Client remains responsible for the final decision to deploy, operate or rely on any AI system, automation, recommendation or technology within its organisation.

Strategic or operational assessments concerning regulation, legal compliance or regulatory classification do not replace advice from qualified legal counsel.

Our work may include forecasts, ROI calculations, business cases, cost estimates, productivity assumptions, maturity assessments and projections of potential benefits.

Such analyses depend on assumptions, Client information, available evidence and circumstances at the time they are prepared.

They are professional estimates and decision-support information, not guarantees of future financial or operational performance.

We do not guarantee specific revenues, savings, productivity improvements, implementation success, transaction outcomes, market outcomes, regulatory approvals or other commercial results.

The Client remains responsible for its management decisions, investments, implementation choices and operational use of our recommendations.

Unless expressly included in the engagement, our services do not constitute legal, tax, accounting, investment or other regulated professional advice.

We may use appropriately qualified employees, contractors or specialist partners to support an engagement where appropriate.

We remain responsible for services they perform on our behalf under the engagement and require appropriate confidentiality and data-protection obligations.

Material third-party services specifically purchased for the Client will be identified separately where appropriate.

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by applicable law.

Subject to that principle, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, shall not exceed the total fees paid or payable by the Client for the relevant engagement during the twelve months preceding the event giving rise to the claim.

To the extent permitted by applicable law, neither party shall be liable for indirect or consequential losses or for loss of profit, revenue, business opportunity, anticipated savings or goodwill arising from an engagement.

These limitations do not apply to fraud, wilful misconduct or any other liability that cannot lawfully be excluded or limited.

The Client shall take reasonable steps to mitigate losses arising from any alleged breach.

Neither party is responsible for delay or failure to perform obligations caused by circumstances beyond its reasonable control.

These may include major infrastructure or telecommunications failures, cyber incidents not caused by the affected party’s negligence, governmental measures, natural disasters, war, civil unrest, labour disruption, serious illness or widespread failure of essential third-party platforms.

The affected party shall inform the other party within a reasonable period and make reasonable efforts to minimise the impact.

If a force-majeure event materially prevents performance for an extended period, either party may terminate the affected engagement by written notice.

The Advisor acts as an independent contractor.

Nothing in an engagement creates an employment relationship, partnership, joint venture, fiduciary relationship or authority for either party to bind the other unless expressly agreed in writing.

These Terms and all engagements governed by them are subject to the laws of the Republic of Cyprus, excluding conflict-of-law rules to the extent another choice is legally permitted.

The territorially competent courts of the Republic of Cyprus having jurisdiction over the registered office of AR Commerce Guru LTD shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms or the relevant engagement, subject to mandatory rules of applicable law.

The parties are encouraged to attempt in good faith to resolve disputes commercially before commencing formal proceedings.

These Terms together with the applicable proposal, statement of work, engagement letter and any expressly incorporated agreement constitute the contractual basis of the relevant engagement.

If any provision is held invalid or unenforceable, the remaining provisions remain effective.

Where legally possible, the invalid provision shall be replaced by a valid provision that most closely reflects its commercial purpose.

Failure to enforce a contractual right does not constitute a waiver.

Neither party may assign an engagement in a manner materially prejudicing the other without prior written consent.

Assignment as part of a corporate restructuring, merger or sale of substantially all relevant business assets is permitted provided that the successor assumes the relevant obligations.

Electronic communications, electronic acceptance and electronic signatures may be used for contracting and notices where legally permissible.

These Terms are available in English and German.

Both versions are intended to reflect the same contractual arrangement.

In the event of inconsistency or ambiguity, the English version shall prevail, unless mandatory law requires otherwise.