Terms & Conditions

1. Definitions

For the purposes of these Terms and Conditions:

• "Service" refers to the business consulting advisory services provided by ruhlama
• "Client" or "You" refers to the individual or entity engaging our services
• "We", "Us", or "Our" refers to ruhlama
• "Engagement" refers to the contractual relationship for provision of consulting services
• "Deliverables" refers to reports, analyses, recommendations, and other outputs specified in engagement proposals
• "Agreement" refers to these Terms and Conditions together with the engagement proposal

2. Acceptance of Terms

By engaging ruhlama's consulting services or using our website, 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, do not engage our services or use our website.

These terms apply to all clients, prospective clients, and website visitors. Engagement-specific terms may be detailed in individual service agreements, which take precedence over these general terms in case of conflict.

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to engage our services.

3. Service Description

ruhlama provides strategic business consulting services including but not limited to:

• Due diligence support for transactions and partnerships
• Pricing strategy consultation and revenue optimization
• Annual strategic planning engagement and facilitation
• Market research and competitive analysis
• Organizational assessment and operational evaluation

Service availability is subject to consultant capacity and project suitability. We reserve the right to decline engagements that fall outside our expertise or present conflicts of interest.

Services are provided in accordance with professional consulting standards. Specific deliverables, timelines, and methodologies are detailed in individual engagement proposals.

4. Engagement Process

4.1 Initial Consultation

Prospective clients may request initial consultations to discuss project requirements. These consultations are exploratory and do not constitute formal engagement. No confidential information should be shared until a non-disclosure agreement is executed.

4.2 Proposal and Scoping

Following initial consultation, we provide written engagement proposals detailing scope, deliverables, timeline, pricing, and terms. Proposals are valid for 30 days from issuance.

4.3 Agreement Execution

Formal engagement commences upon execution of the service agreement and receipt of initial payment. Both parties must sign the agreement for services to begin.

4.4 Project Execution

Services are delivered according to the agreed scope and timeline. Regular status updates maintain alignment on progress and any scope considerations.

5. Client Responsibilities

Clients agree to:

• Provide accurate, complete, and timely information required for service delivery
• Grant reasonable access to personnel, documents, and facilities as needed for project execution
• Respond to consultant inquiries and requests within agreed timeframes
• Designate appropriate internal contacts for project coordination
• Review deliverables promptly and provide feedback within specified periods
• Maintain confidentiality of proprietary methodologies and working documents
• Make timely payment according to agreed terms
• Notify us immediately of any concerns regarding service quality or project direction

6. Intellectual Property

6.1 Our Intellectual Property

ruhlama retains ownership of all methodologies, frameworks, tools, templates, and proprietary approaches used in service delivery. Clients receive a limited, non-exclusive license to use deliverables for internal business purposes only.

6.2 Client Intellectual Property

Clients retain ownership of all proprietary information, data, and materials provided to us. We obtain a limited license to use client information solely for delivering the contracted services.

6.3 Deliverable Ownership

Upon full payment, clients receive ownership of final deliverables specific to their engagement. We retain the right to use anonymized case study information and general insights for professional development purposes.

6.4 Restrictions

Clients may not reproduce, modify, distribute, or commercially exploit our methodologies, frameworks, or working documents without written permission. Deliverables may not be shared with third parties without our consent.

7. Payment Terms

7.1 Pricing Structure

Engagements are priced as fixed-scope projects. Pricing is specified in engagement proposals and includes all deliverables and consultant time within the defined scope.

7.2 Payment Schedule

Payment terms are detailed in individual engagement agreements. Standard terms require 50% upon agreement execution and 50% upon deliverable completion. Alternative payment schedules may be negotiated for extended engagements.

7.3 Currency and Method

Fees are quoted in Thai Baht (฿). Payment may be made via bank transfer or other methods specified in invoices. All banking fees are the responsibility of the client.

7.4 Late Payment

Payment is due within 14 days of invoice date. Late payments incur interest at 1.5% per month. We reserve the right to suspend service delivery for accounts more than 30 days overdue.

7.5 Scope Changes

Requests for scope expansion require written amendment to the engagement agreement and may result in additional fees. We will provide pricing for scope changes before proceeding with additional work.

8. Confidentiality

Both parties agree to maintain confidentiality of sensitive information shared during the engagement. Confidential information includes business strategies, financial data, proprietary methodologies, and any information designated as confidential.

Confidentiality obligations survive engagement termination and continue for five years after engagement conclusion. Exceptions include information that is publicly available, independently developed, or required to be disclosed by law.

Separate non-disclosure agreements may be executed for engagements involving particularly sensitive information.

9. Disclaimers

Services are provided on an "as is" basis. While we strive for accuracy and quality, we make no warranties regarding specific outcomes or results from implementation of our recommendations.

Our analysis and recommendations are based on information provided by clients and publicly available sources. We are not responsible for decisions made based on incomplete or inaccurate information provided to us.

Consulting services do not constitute legal, accounting, or investment advice. Clients should consult appropriate licensed professionals for such specialized guidance.

10. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims arising from an engagement is limited to the fees paid for that specific engagement.

We are not liable for indirect, consequential, special, or punitive damages including lost profits, revenue, or business opportunities, even if advised of the possibility of such damages.

Clients acknowledge that consulting recommendations involve business judgment and that implementation decisions remain the client's responsibility.

11. Indemnification

Clients agree to indemnify and hold harmless ruhlama, its consultants, and affiliates from claims arising from: (a) client's use of deliverables in violation of these terms, (b) inaccurate information provided to us, (c) client's implementation decisions, or (d) client's violation of applicable laws or third-party rights.

12. Termination

12.1 Termination by Client

Clients may terminate engagements with 14 days written notice. Client remains responsible for payment of fees for work completed through the effective termination date, plus any non-refundable expenses incurred.

12.2 Termination by ruhlama

We may terminate engagements for: (a) non-payment exceeding 30 days, (b) material breach of agreement terms, (c) client conduct impeding service delivery, or (d) circumstances making engagement completion impractical.

12.3 Effects of Termination

Upon termination, we will provide deliverables completed through the termination date. Confidentiality obligations and intellectual property provisions survive termination.

13. Dispute Resolution

13.1 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 in Bangkok, Thailand.

13.2 Informal Resolution

Parties agree to attempt good faith resolution of disputes through direct negotiation before pursuing formal legal action. Either party may request a meeting to discuss dispute resolution within 14 days of dispute arising.

13.3 Mediation

If informal resolution fails, parties agree to submit disputes to mediation through the Thai Arbitration Institute before pursuing litigation.

14. General Provisions

14.1 Entire Agreement

These Terms and Conditions, together with executed engagement agreements, constitute the entire agreement between parties regarding consulting services.

14.2 Severability

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

14.3 Waiver

Failure to enforce any provision does not constitute waiver of that provision or any other provision.

14.4 Assignment

Clients may not assign or transfer engagement agreements without our written consent. We may assign agreements to affiliated entities with notice to clients.

14.5 Notice

Official notices must be provided in writing via email or registered mail to addresses specified in engagement agreements.

15. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated to active clients via email. Continued use of services after changes constitutes acceptance of modified terms.

Engagement-specific terms agreed in writing take precedence over these general Terms and Conditions.