Terms of Service

1. Scope and Business Customers

Our services are provided exclusively to companies, entrepreneurs, organisations and persons acting in a professional capacity who enter into the contract in the course of their business or professional activities.

We do not provide services under these Terms to consumers acting mainly for private purposes.

By commissioning us, the customer (the “Client”) confirms that it acts in a business or professional capacity and that the person placing the order is authorised to represent it.

These Terms apply in particular to strategic e-commerce consulting, e-commerce interim management, project management, platform and technology selection, digital commerce transformation, AI in e-commerce, research, analysis and any other expressly agreed consulting, project or implementation support services.

2. Formation of the Contract and Order of Precedence

A contract may be formed in particular through:

• acceptance of a written proposal, Statement of Work or Engagement Letter
• written confirmation of an individual project or engagement
• acceptance of an agreed retainer
• any other written agreement between the parties

The scope of services, deliverables, timetable and fees are set out in the applicable proposal, Statement of Work, Engagement Letter or other written agreement.

In the event of any conflict, the following order of precedence applies:

1. the individually agreed proposal, Statement of Work or Engagement Letter
2. a data processing agreement, to the extent that the processing of personal data is concerned
3. these Terms
4. general descriptions or information on the website

Individual written agreements may expressly vary particular provisions of these Terms.

3. Services, Independence and Deliverables

We provide professional consulting, analysis, project management and, where applicable, implementation support services with reasonable professional care and on the basis of our professional judgement.

The specific scope of services is defined in the agreed service description. Services not expressly included do not automatically form part of the engagement.

Deliverables may include analyses, assessments, platform or technology recommendations, decision papers, roadmaps, project plans, workshops, specifications, research, models, prototypes and other agreed outputs.

Unless expressly agreed otherwise, our recommendations do not transfer the Client's entrepreneurial responsibility or final decision-making authority to the Consultant.

Software development, system implementation, system configuration or operational responsibility for third-party systems is only included where it expressly forms part of the agreed scope of services.

commerce guru operates on an independent, vendor-neutral basis. Unless expressly disclosed and agreed otherwise, we do not act as a reseller, sales agent or broker for platform or technology providers and do not receive commissions or other outcome-dependent remuneration tied to a particular platform or technology decision.

4. Client Responsibilities and Dependencies

The quality and timing of our services depend upon the timely provision of accurate information and the Client's necessary cooperation.

The Client shall provide all information, documents, data, system access, credentials, contacts, decisions and other cooperation reasonably required.

The Client is responsible for ensuring that the information provided is accurate and that it has the necessary rights and lawful grounds to provide data, documents and other materials.

Unless independent verification has been agreed, we may generally rely upon information supplied by the Client.

If required information, access, decisions or feedback are delayed or provided incompletely, agreed dates and project schedules shall be extended accordingly.

We are not liable for delays arising within the Client's area of responsibility.

Material changes to requirements, assumptions or the underlying information may require an adjustment to the scope, timetable or fees.

5. Delivery Dates and Project Schedule

Dates stated in proposals and project documents are based on the assumptions and dependencies known when they are agreed.

Where an advance payment, mobilisation deposit, first milestone payment or first retainer payment is a condition of commencement, the work, scheduling and any agreed delivery period begin only after:

• the relevant payment under Section 6 has been received
• all information and documents reasonably required have been provided
• necessary access has been set up
• any required kick-off meeting or briefing has taken place

Where a service is promised within a stated number of working days, that period begins on the first working day after all relevant conditions have been fulfilled.

Unless dates have expressly been agreed as binding, they are realistic planning estimates rather than absolute fixed deadlines.

6. Fees, Taxes and Payment

Fees are stated in the applicable proposal, order, statement of work, engagement letter or other written agreement.

Unless expressly stated otherwise, prices are exclusive of VAT and any other applicable taxes.

Standard Payment Structure

Unless a different payment schedule is expressly stated in the applicable proposal, statement of work, engagement letter or another individual agreement, the following standard payment structure applies.

Short and clearly defined fixed-scope services. Compact advisory, analysis, assessment or workshop engagements may require payment in full before work begins where this is expressly stated in the applicable service description or proposal.

First individually scoped fixed-fee engagement with a new Client. For the first individually scoped fixed-fee engagement with a new Client, 50% of the agreed project fee is payable upon acceptance of the engagement and before work begins.

The remaining 50% is payable upon delivery of the agreed final deliverable.

Multi-phase fixed-fee engagements. Where an engagement is structured around multiple material phases or milestones, the applicable proposal may provide for milestone billing.

Unless another structure is expressly stated in the applicable proposal, the standard milestone structure is:

• 30% upon acceptance of the engagement and before commencement
• 40% upon delivery of the agreed intermediate milestone
• 30% upon delivery of the final deliverable

Retainer engagements. Retainers are invoiced in advance. The first retainer period is payable before services commence. Each subsequent retainer period is payable before the beginning of the relevant service period.

Time-and-materials, interim and fractional engagements. These engagements are normally invoiced monthly based on the agreed hourly or daily rates and the actual or agreed utilisation or reserved capacity.

For a Client's first time-and-materials, interim or fractional engagement with us, a mobilisation deposit equal to 25% of the estimated fees for the first month is payable before services commence.

Unless expressly agreed otherwise, the mobilisation deposit is credited against the final invoice for the engagement.

For subsequent time-and-materials, interim or fractional engagements with an established Client, services are normally invoiced monthly unless another arrangement is stated in the applicable proposal, statement of work or engagement letter.

Milestone Timing

A payment linked to a deliverable or milestone becomes due upon delivery of the relevant deliverable or achievement of the stated milestone.

Payment does not depend on internal Client approval, acceptance, review or feedback unless the applicable proposal expressly establishes a formal acceptance procedure.

Client delays in review, feedback, internal approval, stakeholder availability or internal decision-making do not postpone an otherwise achieved payment milestone.

Commencement and Reservation of Capacity

Work does not commence, and project capacity is not considered finally reserved, until any applicable:

• advance payment
• mobilisation deposit
• first milestone payment
• first retainer payment

has been received.

For interim, fractional or other capacity-based engagements, reserved professional availability also constitutes project capacity for the purposes of this provision.

Invoices

Unless a different payment term is expressly stated in the applicable proposal or invoice, invoices are due within 10 calendar days.

Where services are charged by time, the applicable hourly or daily rate will be agreed before the relevant work is performed.

Reasonable travel expenses, third-party charges and other external costs are charged separately only where agreed in advance or expressly included in the proposal.

For overdue payments, we may charge statutory default interest and recover reasonable collection costs to the extent permitted by applicable law.

We may suspend work while undisputed invoices remain overdue.

7. Changes and Additional Services

The Client may request changes to the agreed scope of services.

Before carrying out a change, we will indicate where it has a material effect on fees, timing, resources or deliverables.

Services outside the agreed scope will only be performed once the parties have agreed the commercial terms or the Client has authorised the additional services on the basis of an hourly or daily rate already agreed.

Minor clarifications that do not materially alter the scope may be implemented without a formal change request.

8. Cancellation, Inactivity, Suspension and Termination

Any specific termination provisions in the applicable proposal, Statement of Work or Engagement Letter take precedence.

Where no specific notice period has been agreed for an ongoing consulting, interim or retainer engagement, either party may terminate it on 14 days' written notice.

A prepaid fixed-scope engagement may be cancelled before performance has begun. Any refund may be reduced by non-cancellable third-party costs or other external expenses incurred specifically for the project.

Once work on a prepaid fixed-scope engagement has commenced, the applicable fee is non-refundable.

Commencement includes, in particular, substantive preparation, review of Client materials, research, analysis, workshop or project preparation, and any other activity begun specifically for the engagement.

If required information, documents, access, decisions or other cooperation remain outstanding, we may pause the engagement 30 calendar days after a written request for them.

If the required cooperation has still not been provided 60 calendar days after that request, we may close and terminate the affected project or engagement by written notice.

Where work has already commenced, prepaid fees remain non-refundable in this case as well.

The same applies to partial payments. Advance, milestone and mobilisation amounts already due or paid are generally non-refundable once the related work has commenced or the relevant phase has been reached, to the extent permitted by these Terms and applicable law.

Any subsequent resumption is subject to our availability and a revised schedule. Where the passage of time or changed circumstances make this necessary, the scope or fees may be agreed afresh.

Either party may terminate an engagement with immediate effect if the other party commits a material breach of contract and fails to remedy it within a reasonable period following written notice.

We may also suspend or terminate a project where material amounts due remain unpaid.

Accrued fee claims and provisions concerning confidentiality, intellectual property, payment and liability survive termination.

9. Intellectual Property

Each party retains all rights in intellectual property that it owns or has developed or acquired independently of the relevant project.

The Client retains all rights in its data, trade marks, materials, documents and other content supplied by it.

We retain all rights in our pre-existing or independently developed:

• methods
• frameworks
• platform assessment models
• decision models
• templates
• research methods
• project methods
• prompts and AI workflow structures
• tools
• software components
• know-how
• processes
• generic concepts and reusable materials

together, the Background Materials.

Following full payment, the Client receives a perpetual, worldwide, non-exclusive, royalty-free right to use Client-specific deliverables and any Background Materials contained in them for its own internal business purposes.

The Client may also disclose deliverables to professional advisers, investors, financing partners, auditors, implementation partners and other service providers where reasonably required for the relevant undertaking and subject to appropriate confidentiality.

Unless expressly agreed otherwise, deliverables may not be resold or licensed as standalone commercial products, nor may they be published substantially in full as the Client's own commercial methodology.

Rights in software, source code or implementation components may be addressed separately in the applicable Statement of Work.

We may continue to use general skills, experience, ideas, techniques and know-how, provided that no confidential information of the Client is disclosed.

We will not use the Client's name or logo, or refer publicly to the engagement or use it as a case study, without prior consent.

10. Confidentiality

Each party shall keep confidential all non-public commercial, technical, financial, strategic and organisational information of the other party that is marked as confidential or should reasonably be understood to be confidential in the circumstances.

Information is not confidential where it can be shown that it:

• was already lawfully known without an obligation of confidentiality
• becomes publicly available without breach of contract
• is lawfully received from a third party without an obligation of confidentiality
• is developed independently without use of the confidential information

Confidential information may be disclosed to employees, professional advisers, contractors and service providers who need it to perform the engagement and are subject to appropriate confidentiality obligations.

Disclosure is also permitted where required by law, regulation or a competent authority. The other party will be informed where legally permitted.

The confidentiality obligations continue for five years after termination of the relevant engagement.

Trade secrets remain protected for as long as they retain their confidential status under applicable law.

11. Data Protection

Each party shall comply with the data protection laws applicable to it, including the General Data Protection Regulation where it applies.

For ordinary business administration, communications and contract management, each party generally acts as an independent controller.

Where we process personal data on the Client's behalf as a processor, the parties shall enter into an appropriate data processing agreement where legally required.

That agreement takes precedence over these Terms in relation to the processing of personal data.

Special categories of personal data, highly sensitive personal information or personal data not required for the engagement should only be provided where its processing has been expressly agreed and appropriate safeguards are in place.

The Client remains responsible for ensuring that an appropriate lawful basis exists for personal data, documents or datasets whose processing it entrusts to us.

12. Artificial Intelligence and Third-Party Technology

Where appropriate for the engagement, our services may involve the use of AI systems, large language models, SaaS platforms, APIs, data analysis services and other third-party technologies.

Where confidential Client information is processed through external AI or software services, we apply safeguards that are reasonably appropriate from a commercial and technical perspective.

We do not knowingly submit confidential Client information to public consumer AI services, without prior consent, for use in training publicly available models.

Third-party systems are operated by their respective providers. Their functionality, availability, terms, models, pricing and technical behaviour may change independently of us.

AI-generated or AI-assisted outputs may contain errors, omissions, inconsistencies or unexpected results. We therefore apply professional judgement and an appropriate level of review to material outputs of our consulting work.

Unless expressly agreed otherwise, the Client remains responsible for the final decision to use, configure or rely upon AI systems, automations, platforms, recommendations or other technologies and their outputs.

Strategic or operational observations concerning regulatory or legal matters are not a substitute for advice from qualified legal advisers.

13. Estimates, Business Cases and No Guarantee of Outcomes

Our services may include forecasts, ROI calculations, business cases, cost estimates, TCO models, productivity assumptions, maturity assessments or estimates of potential commercial effects.

These are based on assumptions, Client information, available evidence and the circumstances existing when they are prepared.

They are professional assessments and decision-support materials, not guarantees of future financial, technical or operational outcomes.

In particular, we do not guarantee any particular revenue, savings, productivity gains, project success, implementation success, market outcome, platform performance or other commercial result.

The Client remains responsible for its business decisions, investments, platform and technology decisions, implementation and operational use of our recommendations.

Unless expressly agreed, our services do not constitute legal, tax, audit, investment or other regulated professional advice.

14. Contractors and External Specialists

We may engage suitable employees, independent contractors or specialist partners to support an engagement.

Within the agreed engagement, we remain responsible for services they perform on our behalf and require them to observe appropriate confidentiality and data protection standards.

Material third-party services procured specifically for the Client will be identified separately where required.

15. Liability

Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful under applicable law.

Subject to the preceding sentence, our total liability arising out of or in connection with an engagement, irrespective of the legal basis, is limited to the fees paid or payable by the Client for the relevant engagement during the twelve months preceding the event giving rise to liability.

To the extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business opportunity, anticipated savings or goodwill.

These limitations do not apply to fraud, wilful misconduct or liability that may not lawfully be excluded or limited.

The Client shall take reasonable steps to mitigate any loss arising from an alleged breach of contract.

16. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

These may include material infrastructure or telecommunications failures, cyber incidents not caused by negligence, government action, natural disasters, war, civil unrest, industrial disputes, serious illness or widespread failures of essential third-party platforms.

The affected party shall inform the other within a reasonable time and use reasonable efforts to limit the effects.

If a force majeure event materially prevents performance for an extended period, either party may terminate the affected engagement by written notice.

17. Independent Contractor

The Consultant acts as a self-employed and independent contractor.

An engagement does not create an employment relationship, partnership, joint venture, fiduciary relationship or authority for either party to bind the other legally without an express written agreement.

Where an interim engagement expressly includes operational responsibilities or authority to represent the Client, the scope and limits of such authority are determined exclusively by the applicable individual agreement.

18. Governing Law and Jurisdiction

These Terms and all engagements governed by them are subject to the laws of the Republic of Cyprus, to the extent that such a choice of law may validly be made.

The territorially competent courts of the Republic of Cyprus having jurisdiction over the registered office of AR Commerce Guru LTD shall have exclusive jurisdiction, subject to mandatory applicable law.

Before commencing court proceedings, the parties shall seek in good faith to reach a commercially sensible, amicable resolution.

19. General Provisions

These Terms, together with the applicable proposal, Statement of Work, Engagement Letter and any other agreements expressly incorporated, form the contractual basis of the relevant engagement.

If any provision is invalid or unenforceable, the remaining provisions remain effective.

To the extent legally possible, the invalid provision shall be replaced by an effective provision that most closely reflects its commercial purpose.

A failure to exercise a contractual right does not constitute a waiver.

Neither party may assign an engagement without prior written consent in a manner that materially disadvantages the other party.

An assignment as part of a corporate reorganisation, merger or sale of substantially all relevant business assets is permitted, provided that the successor assumes the relevant obligations.

Electronic communications, electronic acceptances and electronic signatures may be used for contract formation and notices to the extent legally permitted.

20. Language

These Terms are available in German and English.

Both versions are intended to express the same contractual provisions.

In the event of any inconsistency or ambiguity, the English version prevails unless mandatory law requires otherwise.