Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "Services" refers to consulting services provided by Garuda Nexus, including market entry assessments, organizational restructuring support, and governance advisory.
• "Client" or "You" refers to the individual or organization engaging our consulting services.
• "We", "Us", or "Garuda Nexus" refers to the consulting firm providing services.
• "Agreement" refers to the binding contract formed when you engage our services.
• "Website" refers to the Garuda Nexus online presence accessible at garudos.pro.

2. Acceptance of Terms

By accessing our website or engaging our consulting services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our services.

You must be at least 18 years of age and have the legal capacity to enter into binding agreements. If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

3. Service Description

Garuda Nexus provides business consulting services in the following areas:

• Market entry assessment and analysis for businesses considering expansion
• Organizational restructuring support during periods of growth or change
• Board and governance advisory for establishing or strengthening corporate governance

Specific services, deliverables, timelines, and fees are outlined in individual engagement proposals and agreements. Services are provided on a project basis unless otherwise agreed.

4. Engagement Process

4.1 Initial Consultation

Initial consultations are provided to discuss potential services and determine fit. These consultations do not create a binding obligation for either party.

4.2 Proposal and Agreement

If we proceed, we will provide a written proposal outlining scope, deliverables, timeline, and fees. Services commence only after both parties have signed an engagement agreement.

4.3 Client Responsibilities

Clients are expected to provide timely access to necessary information, personnel, and resources as outlined in the engagement agreement. Delays caused by unavailable information may affect project timelines.

5. Fees and Payment

5.1 Pricing

Fees for services are specified in the engagement proposal. All amounts are quoted in Thai Baht (฿) unless otherwise stated. Pricing is based on the scope defined in the proposal and may be subject to adjustment if scope changes are requested.

5.2 Payment Terms

Payment terms are typically structured as follows:

• Initial deposit (typically 30-50%) due upon signing engagement agreement
• Milestone payments as specified in the engagement agreement
• Final payment due upon delivery of completed deliverables

Invoices are payable within 14 days unless otherwise agreed. Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Expenses

Unless otherwise specified, fees do not include travel expenses, accommodation, or other out-of-pocket costs. Such expenses, when incurred, will be billed separately with supporting documentation.

6. Intellectual Property

6.1 Our Intellectual Property

All materials, methodologies, frameworks, and templates developed by Garuda Nexus prior to or independently of the engagement remain our intellectual property. Clients receive a limited, non-exclusive license to use deliverables for their internal business purposes.

6.2 Client Information

All information provided by clients remains their property. We do not claim ownership of client data, documents, or proprietary information shared during engagements.

6.3 Work Product

Upon full payment, clients receive ownership of final deliverables specifically created for their engagement. This does not include our general methodologies, frameworks, or knowledge base.

7. Confidentiality

We treat all client information as confidential and do not disclose it to third parties except as necessary to provide services or as required by law. This obligation continues after the engagement concludes.

Clients similarly agree to maintain confidentiality regarding our methodologies, work processes, and any confidential business information we share during the engagement.

Additional confidentiality provisions may be established through separate non-disclosure agreements when appropriate.

8. Disclaimers and Limitations

8.1 Professional Advice

Our consulting services provide business guidance based on available information and professional judgment. We are not a law firm, accounting firm, or financial advisory service. Clients should seek appropriate legal, financial, or other professional advice as needed for specific compliance or technical matters.

8.2 No Guarantees

While we strive to provide high-quality recommendations based on thorough analysis, business outcomes depend on many factors beyond our control. We do not guarantee specific results, performance improvements, or business outcomes from implementing our recommendations.

8.3 Service Provided "As Is"

Consulting services are provided on an "as is" basis. We make no warranties, express or implied, regarding the completeness, accuracy, or applicability of recommendations to changing business circumstances.

9. Limitation of Liability

To the maximum extent permitted by Thai law, our total liability arising from or related to any engagement shall not exceed the total fees paid by the client for that specific engagement.

We are not liable for indirect, incidental, consequential, or special damages, including lost profits, lost revenue, or business interruption, even if we have been advised of the possibility of such damages.

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

10. Indemnification

Clients agree to indemnify and hold Garuda Nexus harmless from claims, damages, or expenses (including reasonable legal fees) arising from:

• Client's breach of these terms or the engagement agreement
• Client's violation of applicable laws or regulations
• Client's misuse of deliverables or recommendations
• Third-party claims related to information or materials provided by the client

11. Termination

11.1 Termination by Client

Clients may terminate an engagement with written notice. The client remains liable for all fees for work completed up to the termination date, plus any reasonable wind-down costs.

11.2 Termination by Garuda Nexus

We may terminate an engagement if the client fails to pay invoices when due, breaches material terms of the agreement, or if circumstances arise that make continuing the engagement impractical or inappropriate.

11.3 Effect of Termination

Upon termination, we will provide work product completed to date. Confidentiality obligations, payment obligations for completed work, and other provisions intended to survive will remain in effect.

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 initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation. If issues cannot be resolved within 30 days, either party may pursue formal dispute resolution.

12.3 Arbitration

Disputes not resolved through negotiation may be submitted to arbitration under the rules of the Thailand Arbitration Center. The arbitration shall be conducted in English in Bangkok, Thailand.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any signed engagement agreement, constitute the entire agreement between parties and supersede all prior discussions or agreements.

13.2 Amendments

We may update these terms periodically. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance of updated terms.

13.3 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect. The unenforceable provision will be modified to reflect the parties' intent to the maximum extent permitted by law.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

13.5 Assignment

Clients may not assign or transfer rights under the engagement agreement without our prior written consent. We may assign our rights and obligations with notice to the client.

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, strikes, or other events constituting force majeure.

14. Website Use

Use of our website is subject to these terms. You agree not to:

• Use the website for unlawful purposes
• Attempt to gain unauthorized access to systems or data
• Interfere with website operation or security
• Transmit harmful code or malicious software
• Collect information about other users without permission

We reserve the right to restrict or terminate access to our website for violations of these terms.