Terms of engagement.

These terms apply between the client identified in the relevant proposal or statement of work (the “Client”) and VARIO MARTI LIMITED, a Hong Kong company trading as TSC Consulting (the “Consultant”). They take effect on the earlier of the Client’s written acceptance of a proposal, signature of a statement of work, or first invoice settlement. Bespoke terms aligned with the Client’s jurisdiction or procurement framework can be issued on request and, where executed, prevail over these terms.

The scope of each engagement is set out in a written proposal or statement of work, including the deliverables to be produced (typically high-level designs, low-level designs, decision records, runbooks and transition plans), the engagement model selected, and any explicit exclusions. Changes to scope are agreed in writing through a short change note before related work begins.

Fees are quoted in Euro unless otherwise agreed and are exclusive of applicable taxes and reasonable, pre-approved travel and accommodation expenses. Time-and-materials engagements are invoiced monthly in arrears. Fixed-scope engagements are invoiced against the milestone schedule set out in the statement of work. Invoices are payable within thirty days of the invoice date by bank transfer. Late payments accrue interest at the statutory rate applicable in the Client’s jurisdiction.

Engagements depend on timely Client cooperation: access to relevant documentation, stakeholders, and environments; appointment of an accountable counterpart; and prompt review of draft deliverables. Where Client delay materially affects the schedule, milestone dates and fees may be revised in writing.

Each party shall keep the other’s confidential information in strict confidence and use it solely to perform the engagement. The obligation survives termination for a period of five years, except for trade secrets which remain confidential for as long as they retain that status. The Consultant operates on a least-privilege basis and limits access to engagement materials to staff with a legitimate need to know.

On full payment of the relevant fees, the Client receives a perpetual, non-exclusive licence to use the deliverables produced specifically for the engagement for the Client’s internal business purposes. The Consultant retains ownership of its pre-existing methods, templates, frameworks, tools, and know-how, together with any non-Client-specific improvements made during the engagement. Nothing in these terms transfers third-party software licences.

Where the Consultant processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement reflecting the requirements of the EU General Data Protection Regulation and, where relevant, the Hong Kong Personal Data (Privacy) Ordinance. The Consultant’s general privacy practices are described in the privacy notice.

The Consultant warrants that its services will be performed with the skill, care and diligence reasonably expected of a senior architecture practice. The Client’s exclusive remedy for breach of this warranty is re-performance of the affected work within a reasonable period. All other warranties, express or implied, are excluded to the fullest extent permitted by law.

Subject to applicable law, the Consultant’s aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the fees paid by the Client for the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, or consequential losses, including loss of profit, revenue, anticipated savings, data, or goodwill. Nothing in these terms limits liability which cannot be limited under applicable law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

Engagements run for the period set out in the relevant statement of work. Either party may terminate an engagement for material breach if the breach is not remedied within thirty days of written notice, or immediately on the other party’s insolvency. On termination, the Client pays for all services rendered and committed expenses incurred up to the effective date of termination, and each party returns or destroys the other’s confidential information on request.

The Consultant may use vetted subcontractors to perform parts of an engagement, while remaining responsible for the work. During an engagement and for twelve months thereafter, neither party shall solicit for employment any individual materially involved in the engagement, save through bona fide public recruitment that is not targeted at the other party’s personnel.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, provided that it notifies the other party promptly and takes reasonable steps to mitigate the impact.

These terms and any engagement performed under them are governed by the laws of the Hong Kong Special Administrative Region and the parties submit to the exclusive jurisdiction of the Hong Kong courts, unless a different governing law and forum are agreed in the relevant statement of work. Either party may at any time propose arbitration under the rules of a mutually agreed institution as an alternative to litigation.

These terms, together with the relevant proposal or statement of work and any Data Processing Agreement, constitute the entire agreement between the parties on their subject matter. No variation is effective unless made in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions continue in full force. Notices are valid when sent to the email addresses identified in the statement of work.