Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") govern your use of the website zenithpulse.pro and the strategic management advisory services provided by zenithpulse GmbH, a company registered in Austria with registration number FN615493z ("Company", "we", "our", or "us").

By accessing our website, engaging our services, or entering into any agreement with zenithpulse, you ("Client", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

These Terms constitute a legally binding agreement between you and zenithpulse. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting on our website.

Service Description

zenithpulse provides strategic management advisory services, including but not limited to:

• Business strategy development and implementation
• Operational excellence and process optimisation
• Digital transformation consulting
• Risk management and compliance advisory
• Leadership development and organisational design
• Performance management and improvement initiatives

Specific service details, deliverables, timelines, and fees will be outlined in separate service agreements or statements of work executed between zenithpulse and the Client.

Client Obligations

As a client of zenithpulse, you agree to:

• Provide accurate, complete, and timely information necessary for service delivery
• Cooperate with zenithpulse personnel and provide reasonable access to relevant stakeholders
• Make timely decisions and approvals as required for project progress
• Pay all fees and expenses in accordance with agreed terms
• Maintain confidentiality of zenithpulse's proprietary methodologies and materials
• Use our services only for lawful business purposes
• Comply with all applicable laws and regulations in your jurisdiction

Failure to meet these obligations may impact service delivery timelines, quality, or outcomes, and zenithpulse reserves the right to adjust project scope or terminate services accordingly.

Payment Terms

Unless otherwise specified in a separate agreement:

• Fees are payable in Euros (EUR) within 30 days of invoice date
• Late payments may incur interest charges at the rate of 1.5% per month
• zenithpulse reserves the right to suspend services for overdue accounts
• All fees are exclusive of applicable taxes, which are the Client's responsibility
• Expenses incurred in service delivery will be billed separately with appropriate documentation

Refunds are not provided except as specifically agreed in writing or required by applicable law.

Intellectual Property

zenithpulse retains all rights, title, and interest in its proprietary methodologies, frameworks, tools, templates, and other intellectual property used in service delivery. This includes but is not limited to:

• Strategic planning frameworks and assessment tools
• Proprietary analytical models and benchmarking data
• Training materials and development programmes
• Software tools and technological solutions
• Research reports and industry insights

Clients receive a limited, non-exclusive licence to use deliverables created specifically for their engagement, subject to full payment of fees. This licence does not extend to zenithpulse's underlying intellectual property or methodologies.

Any improvements, modifications, or derivative works created during the engagement that are based on zenithpulse's intellectual property shall remain the exclusive property of zenithpulse.

Confidentiality

Both parties acknowledge that they may have access to confidential information during the course of the engagement. Each party agrees to:

• Maintain the confidentiality of all non-public information
• Use confidential information solely for the purpose of the engagement
• Implement reasonable security measures to protect confidential information
• Return or destroy confidential information upon request or engagement completion
• Limit access to confidential information to personnel with a legitimate need to know

These confidentiality obligations survive termination of the engagement and continue for a period of five (5) years thereafter.

Limitation of Liability

To the maximum extent permitted by applicable law, zenithpulse's total liability for any claims arising from or related to our services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.

zenithpulse shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or operational delays
• Cost of substitute services or procurement
• Damage to reputation or goodwill

Our services constitute professional advice and recommendations. Implementation decisions and outcomes remain the sole responsibility of the Client. zenithpulse does not guarantee specific business results or outcomes.

These limitations apply even if zenithpulse has been advised of the possibility of such damages and regardless of the legal theory under which damages are sought.

Indemnification

Client agrees to indemnify, defend, and hold harmless zenithpulse, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Client's use of our services; (b) Client's breach of these Terms; (c) Client's violation of applicable laws or regulations; or (d) any third-party claims related to Client's business operations or decisions made based on our recommendations.

Governing Law

These Terms and any disputes arising from or related to our services shall be governed by and construed in accordance with the laws of Austria, without regard to conflict of law principles.

Any legal proceedings related to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Austria. Both parties consent to the personal jurisdiction of such courts and waive any objection to venue.

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations and, if necessary, mediation conducted in accordance with Austrian mediation procedures.

Termination

Either party may terminate an engagement with written notice as specified in the applicable service agreement. In the absence of specific termination provisions:

• Either party may terminate with 30 days' written notice
• zenithpulse may terminate immediately for non-payment or material breach
• Client remains liable for all fees and expenses incurred prior to termination
• zenithpulse will deliver completed work products and return Client materials
• Confidentiality and intellectual property provisions survive termination

Upon termination, each party will promptly return or destroy confidential information belonging to the other party, except as required for legal or regulatory compliance.

Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemics, labour disputes, or technical failures. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

Entire Agreement

These Terms, together with any executed service agreements or statements of work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter. No modification of these Terms is effective unless in writing and signed by both parties.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.