Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Company," "We," "Us," "Our" refers to Thalweg, a business consulting practice registered in Hong Kong.
• "Client," "You," "Your" refers to any individual or organization that accesses our website or engages our consulting services.
• "Services" refers to the consulting services we provide, including nonprofit advisory, business continuity planning, and cross-border operations consulting.
• "Website" refers to our website accessible at the domain on which these terms are posted.
• "Agreement" refers to these Terms and Conditions together with any engagement letter or service agreement we execute with you.

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with these terms, you should not use our website or services.

These terms constitute a legally binding agreement between you and Thalweg. You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services.

3. Service Description

We provide business consulting services in the following areas:

• Nonprofit and social enterprise advisory
• Business continuity planning
• Cross-border operations consulting

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate engagement letter or service agreement that we execute with clients before commencing work.

Service availability may vary based on our capacity and the nature of your requirements. We reserve the right to decline engagements that fall outside our areas of expertise or that present conflicts of interest.

4. Engagement Process

Our typical engagement process includes:

1. Initial consultation to understand your needs and determine service fit
2. Proposal outlining scope, deliverables, timeline, and fees
3. Execution of engagement letter or service agreement
4. Delivery of consulting services as specified in the agreement
5. Completion and post-engagement support as outlined

No consulting relationship is established until both parties have executed a written engagement letter or service agreement.

5. Payment Terms

5.1 Fees: Our consulting fees are specified in the engagement letter or service agreement for each project. Fees are typically fixed for defined scopes of work.

5.2 Payment Schedule: Unless otherwise specified, payment terms are as follows:

• 50% deposit upon execution of engagement agreement
• 50% balance upon completion of deliverables

5.3 Currency: All fees are stated and payable in Hong Kong Dollars (HKD) unless otherwise specified.

5.4 Late Payment: Invoices are due within 14 days of issuance. Late payments may incur interest charges at a rate of 2% per month or the maximum allowed by law, whichever is lower.

5.5 Additional Work: Any work beyond the original scope requires written approval and will be invoiced separately based on agreed terms.

6. Client Responsibilities

Clients are responsible for:

• Providing accurate and complete information necessary for the engagement
• Making key personnel available for interviews and consultations as reasonably required
• Reviewing and providing timely feedback on drafts and deliverables
• Implementing recommendations at their own discretion and responsibility
• Maintaining the confidentiality of proprietary methodologies and tools we provide
• Complying with all applicable laws and regulations in their operations

7. Intellectual Property

7.1 Our Intellectual Property: All methodologies, tools, templates, and frameworks we develop or provide remain our intellectual property. Clients receive a limited, non-exclusive license to use these materials for their internal purposes in connection with the specific engagement.

7.2 Client Materials: Clients retain all rights to their pre-existing materials and information. We may use anonymized client data and case studies for professional development and marketing purposes, subject to confidentiality obligations.

7.3 Deliverables: Final deliverables prepared specifically for a client become the client's property upon full payment, while we retain the right to use underlying methodologies and approaches in other engagements.

8. Confidentiality

We maintain strict confidentiality regarding all client information and engagement details. We will not disclose confidential information except:

• As required by law or court order
• With your prior written consent
• To our employees or contractors who need access to perform services, subject to confidentiality obligations
• As reasonably necessary to enforce our rights under this agreement

Confidentiality obligations survive the termination of any engagement and continue indefinitely unless information becomes publicly available through no fault of ours.

9. Disclaimers

9.1 Professional Advice: Our consulting services provide recommendations based on our professional judgment and the information available at the time. Implementation decisions and their consequences remain the client's responsibility.

9.2 No Guarantees: We do not guarantee specific results or outcomes from implementing our recommendations. Actual results depend on numerous factors beyond our control.

9.3 Not Legal or Financial Advice: Our services do not constitute legal, financial, or accounting advice. Clients should consult appropriate licensed professionals for such matters.

9.4 Website Content: Information on our website is provided for general information purposes. While we strive for accuracy, we make no warranties about the completeness or currentness of website content.

10. Limitation of Liability

To the maximum extent permitted by law:

10.1 Our total liability for any claims arising from a consulting engagement shall not exceed the fees paid by the client for that specific engagement.

10.2 We shall not be liable for any indirect, consequential, incidental, or special damages, including lost profits, business interruption, or loss of data, even if we have been advised of the possibility of such damages.

10.3 These limitations apply regardless of the legal theory on which liability is based, whether contract, negligence, or otherwise.

11. Indemnification

You agree to indemnify and hold harmless Thalweg, its consultants, and affiliates from any claims, damages, or expenses (including reasonable legal fees) arising from your use of our services, breach of these terms, or violation of any rights of third parties.

12. Termination

12.1 By Client: Clients may terminate an engagement by providing written notice. In such cases, the client remains responsible for fees for work completed up to the termination date plus reasonable wind-down costs.

12.2 By Us: We may terminate an engagement if:

• The client fails to pay invoices when due
• The client materially breaches the engagement agreement
• Circumstances arise that make it impossible or impractical to continue
• Continuing the engagement would require us to violate professional standards or laws

12.3 Effect of Termination: Upon termination, we will provide work product completed to date, and confidentiality obligations continue. Provisions regarding payment, intellectual property, and limitation of liability survive termination.

13. Dispute Resolution

13.1 Governing Law: These Terms and Conditions are governed by the laws of the Hong Kong Special Administrative Region.

13.2 Jurisdiction: The courts of Hong Kong shall have exclusive jurisdiction over any disputes arising from these terms or any engagement.

13.3 Informal Resolution: Before initiating formal proceedings, parties agree to attempt to resolve disputes through good-faith negotiation.

14. General Provisions

14.1 Entire Agreement: For each engagement, the engagement letter or service agreement together with these Terms and Conditions constitute the entire agreement between the parties, superseding all prior discussions or agreements.

14.2 Severability: If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver: Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

14.4 Assignment: You may not assign your rights or obligations under any agreement with us without our prior written consent. We may assign our rights and obligations with notice to you.

14.5 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

15. Changes to Terms

We may update these Terms and Conditions from time to time. Changes will be posted on this page with an updated "Last Updated" date. Your continued use of our website or services after changes are posted constitutes acceptance of the updated terms.

For ongoing engagements, material changes to terms will be communicated to affected clients and will apply to services performed after the effective date of the changes.

16. Contact Information

If you have questions about these Terms and Conditions, please contact us: