General Terms of Engagement

Effective date: 1 October 2025

1. Scope and order of precedence

These terms govern all assessments, diligence projects, interim or fractional leadership, and advisory services delivered by Indrek Pari & Co ("we", "us") to any client organization ("you"). Each engagement is described in a statement of work, proposal, or order (each an "SOW"). If there is a conflict, the order of precedence is: (i) the SOW (including any Data Processing Addendum), then (ii) these Terms.

2. Engagement model

  • Deliverables. We will produce the artifacts, workshops, and recommendations set out in the SOW. Anything not explicitly described is out of scope and requires a written change order.
  • Access and cooperation. You will provide timely access to stakeholders, code repositories, infrastructure, documents, logs, and billing or export data needed to perform the work, and you will nominate a single empowered decision-maker.
  • Cadence. We work in working-session formats. You will make decision-makers available at the cadence in the SOW. Delays in access or decision-making extend timelines and may incur re-booking fees.
  • Independence. We do not accept reseller fees, referral kickbacks, or any vendor incentives. If such consideration is offered, we will decline or remit it to you.

3. Fees, expenses, and payment

  • Assessments or fixed-fee work. Unless stated otherwise, 70% of the fixed fee is invoiced upfront and due prior to start; the balance is net 7 days after final artifact delivery.
  • Interim or retainer. Invoiced monthly in advance against the capacity reserved. Unused time rolls forward within the same calendar quarter only.
  • Expenses. Pre-approved travel and third-party costs are billed at cost. Economy flights under four hours, otherwise premium-economy; reasonable hotel class.
  • Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes and withholdings; if withholding applies, you will gross-up so we receive the amounts that would have been paid absent withholding.
  • Late payment. Overdue amounts accrue 1.5% per month (or the legal maximum, if lower). We may suspend work and withhold deliverables until accounts are current. You reimburse reasonable collection costs.

4. Change control and rescheduling

  • Change orders. Scope, timeline, or assumption changes trigger a written change order with adjusted fees and dates.
  • Rescheduling. With five or more business days notice, we will rebook the start date once without fee (subject to availability). With fewer than five business days notice, a 15% re-booking fee applies for fixed-fee assessments; retainers are unaffected.

5. Acceptance of deliverables

Deliverables are deemed accepted five business days after delivery unless you send a written notice describing non-conformities to the SOW. We will re-perform to address material, reproducible gaps. Minor or cosmetic issues do not delay acceptance.

6. Confidentiality, data protection, and security

  • Confidentiality. Each party will keep the other party's confidential information strictly confidential and use it only to perform or receive the services.
  • DPA. Where we process personal data on your behalf, the Data Processing Addendum (DPA) referenced in the SOW (or available on request) forms part of our agreement and governs such processing.
  • Security. We apply encryption in transit and at rest, MFA, least-privilege access, device encryption, logging, and vetted sub-processors. We notify you without undue delay of any personal-data breach impacting your data, consistent with law.
  • Recordings and transcripts. Only if announced and consented. We avoid consumer AI tools for client secrets or code; enterprise tooling only, under terms that prohibit training on your data.

7. Intellectual property

  • Your data. You retain all rights in your pre-existing materials and data.
  • Work product. Upon full payment, the reports, memos, heatmaps, models, and other artifacts created specifically for you ("Work Product") become your property, subject to our Background IP below.
  • Background IP and methodology. Our pre-existing templates, frameworks, playbooks, scripts, and know-how ("Background IP") remain ours. We grant you a perpetual, non-exclusive, worldwide, royalty-free license to use Background IP as embedded in the Work Product for your internal business.
  • Open-source and third-party content. If Work Product references or includes open-source or third-party materials, those are licensed under their respective licenses. We flag material license obligations where they are obvious during diligence; we do not provide legal advice.
  • Feedback. You grant us a perpetual, irrevocable license to use suggestions or feedback to improve our services, with no obligation to you.

8. Use of deliverables and reliance

  • Intended audience. Work Product is prepared for your internal use (including your board, auditors, insurers, and existing or prospective investors under confidentiality).
  • No third-party reliance. No other person may rely on the Work Product without our prior written consent. Reliance letters (if required by an investor, lender, or buyer) may be provided for a fee and may adjust scope and liability.
  • Assumptions and scenarios. Forecasts (for example, bill-of-cloud models, TCO, capacity or risk scenarios) depend on inputs and assumptions. We do not guarantee outcomes or savings.

9. Warranties and disclaimers

  • Our warranty. We will perform the services with professional diligence and in line with industry standards.
  • Your warranty. You warrant that materials you provide are accurate to your knowledge and that you have rights to share them.
  • Disclaimers. Except as stated above, the services and Work Product are provided "as is." We do not guarantee fundraising success, audit outcomes, regulatory approvals, or the performance of third-party systems. We do not provide legal, tax, accounting, or investment advice.

10. Indemnities

  • By you. You will indemnify and hold us harmless against third-party claims, damages, and costs arising from (i) materials you provided that infringe rights or breach law, or (ii) your use of the Work Product contrary to the SOW or these Terms.
  • By us. We will indemnify you against third-party claims alleging that the Work Product (excluding your materials and third-party content) as delivered infringes IP rights, provided you notify us promptly and allow us to defend and settle. If infringement is found, we may modify, replace, or refund the fees paid for the impacted portion. This is your exclusive remedy.

11. Liability cap

To the fullest extent permitted by law, each party's aggregate liability under an engagement is capped at the fees paid or payable for that engagement. Neither party is liable for indirect, consequential, incidental, special, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill. Nothing limits liability for fraud or willful misconduct, or where liability cannot be limited by law.

12. Suspension and termination

  • Suspension. We may suspend work for material breach (including non-payment) after written notice.
  • Termination for cause. Either party may terminate for material breach not cured within ten days of written notice.
  • Convenience. For fixed-fee assessments, either party may terminate for convenience before work starts; deposits are refundable less non-recoverable costs. After work starts, fixed-fee deposits are non-refundable; we will provide all in-progress artifacts through the date of termination. Retainers may be terminated with 30 days notice; unused prepaid retainers are refunded pro-rata.
  • Effect. You will pay for work performed up to termination. We will cooperate on handover subject to payment of outstanding invoices.

13. Subcontracting and assignment

We may use vetted subcontractors and remain responsible for their work. Neither party may assign the agreement without the other party's consent, except either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

14. Compliance and ethics

Each party will comply with applicable laws, including anti-bribery and anti-corruption, sanctions, export controls, and data-protection laws. You will not request penetration testing or intrusive activities unless explicitly authorized in an SOW and permitted by law. We maintain appropriate professional liability or technology E&O insurance and can provide a certificate upon request.

15. Publicity

We will not use your name or logo in public marketing without your prior written consent. We may reference anonymized and aggregated learnings internally.

16. Non-solicitation (optional)

For the term of the engagement and 12 months thereafter, neither party will solicit for employment the other party's personnel who worked on the engagement, except via general public recruiting. If you wish to hire our team member by mutual agreement, a conversion fee of 20% of first-year cash compensation applies. (Strike or modify if you prefer no restriction.)

17. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (for example, outages, war, strike, epidemic, government action). Affected obligations are suspended for the duration; each party will use reasonable efforts to mitigate.

18. Governing law and disputes

These Terms and each SOW are governed by the laws of the Republic of Estonia. The courts of Tallinn, Estonia have exclusive jurisdiction, unless both parties agree to confidential arbitration under expedited rules in Tallinn (or virtual). Each party irrevocably waives any objection to venue or forum.

19. Notices

Formal notices must be sent by email to [email protected] with a copy to the addresses in the SOW and are deemed received on the next business day after sending (absent bounce). Update your notice details by written notice.

20. Miscellaneous

Independent contractors; no partnership, franchise, or agency is created. No waiver is effective unless in writing. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent to be enforceable. These Terms plus the SOW are the entire agreement on their subject and supersede prior discussions. No third-party beneficiaries. Headings are for convenience only.

Contact

Indrek Pari & Co
Email: [email protected] • Tel: +372 56 48 1978