Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Agreement" refers to these Terms and Conditions along with any service-specific engagement letters
• "Services" means the strategic consulting advisory services provided by Tarisma
• "Client" or "you" refers to the individual or organization engaging our services
• "We," "us," or "our" refers to Tarisma
• "Deliverables" means the reports, analyses, recommendations, and other work product specified in engagement agreements
• "Confidential Information" includes all non-public information exchanged during the engagement

2. Acceptance of Terms

By accessing our website, submitting an inquiry, or engaging our consulting services, you agree to be bound by these Terms and Conditions. If you do not agree with any provision, please do not use our services.

You must be at least eighteen years of age and have the legal capacity to enter into binding agreements to engage our services. If entering this agreement on behalf of an organization, you represent that you have authority to bind that entity.

3. Services Description

Tarisma provides strategic business consulting services including:

• Market entry research and planning for Southeast Asian markets
• Organizational design and structure consultation
• Long-term strategic advisory partnerships
• Related strategic consulting as agreed in specific engagements

Specific service scope, deliverables, timeline, and fees are defined in individual engagement letters or statements of work that supplement these Terms and Conditions.

We reserve the right to modify, suspend, or discontinue any service with notice to affected clients.

4. Engagement Process

4.1 Proposal and Acceptance

Services begin with an initial consultation to understand your needs. We then provide a written proposal outlining scope, approach, timeline, and fees. The engagement commences upon your written acceptance of the proposal and, where applicable, payment of initial fees.

4.2 Scope Changes

Changes to engagement scope require written agreement from both parties and may result in adjusted fees and timelines. We will notify you promptly if we identify scope considerations not addressed in the original agreement.

4.3 Client Responsibilities

You agree to provide timely access to information, personnel, and resources necessary for service delivery. Delays in providing required inputs may affect project timelines and deliverable quality.

5. Fees and Payment

5.1 Fee Structure

Fees are specified in engagement letters and may be structured as:

• Fixed project fees for defined scope engagements
• Time-based fees for ongoing advisory relationships
• Hybrid structures combining fixed and variable components

All fees are quoted in Thai Baht unless otherwise specified. Fees exclude applicable taxes, which will be added to invoices as required by law.

5.2 Payment Terms

Payment terms are specified in engagement letters, typically requiring:

• Initial payment upon engagement commencement
• Progress payments at defined milestones
• Final payment upon deliverable completion

Invoices are payable within thirty days of issuance unless otherwise agreed. Late payments may incur interest charges at the rate of one point five percent per month.

5.3 Expenses

Reasonable out-of-pocket expenses incurred for client engagements (travel, research materials, third-party data) are reimbursable with prior client approval and appropriate documentation.

6. Intellectual Property

6.1 Deliverables Ownership

Upon full payment of fees, you receive ownership of final deliverables created specifically for your engagement, including reports, analyses, and recommendations.

6.2 Pre-existing Materials

We retain ownership of pre-existing methodologies, frameworks, templates, and general knowledge applied during engagements. You receive a limited license to use these materials solely for implementing recommendations.

6.3 Restrictions

You may not commercialize, resell, or distribute our deliverables or methodologies to third parties without written permission. Use is limited to your internal business purposes.

7. Confidentiality

Both parties agree to maintain confidentiality of all non-public information exchanged during the engagement. This obligation:

• Applies to business information, strategic plans, financial data, and proprietary materials
• Survives termination of the engagement for five years
• Excludes information that becomes publicly available through no fault of the receiving party
• Permits disclosure required by law or court order with notice to the disclosing party

We maintain strict internal controls limiting access to client information to team members directly involved in your engagement.

8. Disclaimers and Limitations

8.1 Professional Advice

Our services provide strategic recommendations based on research and analysis. We do not provide legal, accounting, or investment advice. You should consult appropriate licensed professionals for these matters.

8.2 No Guarantees

While we strive to provide high-quality analysis and recommendations, we make no guarantees regarding specific business outcomes, financial results, or market performance. Success depends on numerous factors beyond our control including implementation quality, market conditions, and competitive dynamics.

8.3 Service Delivery

Services are provided on an "as is" basis. We do not warrant that our services will be uninterrupted, error-free, or meet all your requirements, though we commit to professional best efforts in all engagements.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from an engagement shall not exceed the fees paid for that specific engagement
• We are not liable for indirect, consequential, incidental, or punitive damages including lost profits or business opportunities
• Claims must be brought within one year of the date the cause of action arose

These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.

10. Indemnification

You agree to indemnify and hold harmless Tarisma, its advisors, and employees from claims, damages, or expenses arising from:

• Your breach of these Terms and Conditions
• Your use of our deliverables or recommendations
• Inaccurate or incomplete information you provide
• Your violation of applicable laws or regulations

11. Termination

11.1 Termination by Either Party

Either party may terminate an engagement with thirty days written notice. Upon termination:

• You remain obligated to pay for work completed through the termination date
• We will deliver any work in progress in its current state
• Confidentiality obligations continue as specified

11.2 Immediate Termination

We may terminate immediately if you breach material terms including non-payment, misrepresentation, or misuse of confidential information.

12. Dispute Resolution

12.1 Governing Law

These Terms and Conditions are governed by the laws of Thailand. Any disputes shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

12.2 Informal Resolution

Before pursuing formal proceedings, parties agree to attempt good faith resolution through direct negotiation. If unresolved within thirty days, either party may proceed with formal dispute resolution.

12.3 Mediation

Disputes not resolved through negotiation may be submitted to mediation before a mutually agreed mediator in Bangkok. Mediation costs are shared equally unless otherwise agreed.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with engagement letters and statements of work, constitute the entire agreement between parties regarding services. They supersede all prior discussions, proposals, and agreements.

13.2 Amendments

We may update these Terms and Conditions by posting revised versions on our website. Material changes will be communicated to active clients. Continued engagement after changes become effective constitutes acceptance.

13.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or our right to enforce it in the future.

13.5 Assignment

You may not assign your rights or obligations under this agreement without our written consent. We may assign our rights and obligations to affiliated entities or successors in business transfers.

13.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control including natural disasters, government actions, or public health emergencies.

14. Contact Information

For questions regarding these Terms and Conditions, please contact: