1. Agreement to Terms
 

By accessing the Clarigi website (clarigi.com), submitting an enquiry form, booking a discovery call, or entering into any engagement with Clarigi Advisory ("Clarigi," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree, do not use our website or services.
 

These Terms constitute the entire agreement between you and Clarigi and supersede all prior communications, representations, or understandings relating to the subject matter herein.
 

2. Nature of Services
 

2.1 Advisory and Diagnostic Services Only
 

Clarigi provides business advisory, diagnostic, and strategic consulting services exclusively. All deliverables — including but not limited to Logic Maps, Blueprints, Scorecards, Loom walkthroughs, written reports, and roadmaps — are strategic recommendations, not guarantees of outcome.
 

2.2 No Implementation Obligation
 

Clarigi does not implement, execute, or manage any recommendations on the Client's behalf unless a separate written Fractional Leadership agreement is signed. The Client retains full responsibility for deciding whether and how to act on any deliverable.
 

2.3 No Legal, Financial, or Accounting Advice
 

Nothing in any Clarigi deliverable constitutes legal advice, financial advice, tax advice, or accounting advice. Clients should consult qualified legal, financial, or accounting professionals before acting on any recommendation that touches those domains.
 

2.4 Engagement Scope is Defined by Scope of Work
 

The specific services provided, timelines, access requirements, and deliverables for each engagement are defined in a separate Scope of Work ("SOW") or engagement agreement signed by both parties. In the event of conflict between these Terms and a signed SOW, the SOW governs for that specific engagement.
 

3. Eligibility and Representation
 

By engaging with Clarigi, you represent and warrant that:

• You are at least 18 years of age and legally capable of entering into binding contracts;

• If acting on behalf of a business entity, you have authority to bind that entity to these Terms;

• The information you provide to Clarigi — including financial data, business metrics, and platform access — is accurate and complete to the best of your knowledge;

• You will not use Clarigi's deliverables to mislead investors, lenders, partners, or any third party.
   

4. Fees and Payment
 

4.1 Fee Structure
 

Fees are as agreed in the applicable SOW or engagement letter. All fees are quoted in Indian Rupees (INR) unless otherwise stated. No work commences until an SOW is signed and the agreed deposit is received.
 

4.2 Payment Terms
 

Payment schedules are defined per engagement. Unless otherwise stated:
 

• Diagnostic sprint engagements require 100% payment upfront;

• Fractional leadership engagements are billed monthly in advance.
   

4.3 Late Payment
 

Invoices not paid within 14 days of the due date attract interest at 1.5% per month on the outstanding amount, compounded monthly, without prejudice to Clarigi's other rights.
 

4.4 No Refunds for Completed Work
 

Once a diagnostic engagement has commenced and access to data has been shared, fees for work completed to that point are non-refundable. If an engagement is terminated early by the Client, fees for all work completed prior to termination are due and payable within 7 days.
 

4.5 Taxes
 

All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) as applicable under Indian law. The Client is responsible for any applicable withholding tax deductions and shall provide Clarigi with the relevant TDS certificate promptly.
 

5. Client Obligations
 

The Client agrees to:
 

• Provide accurate, complete, and timely access to the data, platforms, and documentation requested (view-only access where applicable);

• Designate a primary point of contact who can respond to queries within 2 business days;

• Notify Clarigi promptly of any material changes to the business, financials, or operating model during an active engagement;

• Not share, reproduce, or distribute Clarigi's deliverables outside the organisation without written consent;

• Not use Clarigi's deliverables to unfairly misrepresent business performance to any third party.
   

6. Intellectual Property
 

6.1 Clarigi's Proprietary Methods
 

All methodologies, frameworks, audit templates, scoring models, diagnostic processes, and analytical approaches developed by Clarigi remain the exclusive intellectual property of Clarigi, regardless of whether they are referenced in a deliverable.
 

6.2 Client Ownership of Deliverables
 

Upon receipt of full payment for an engagement, the Client receives a non-exclusive, non-transferable licence to use the specific written deliverables (Logic Map, Blueprint, Scorecard, etc.) produced for that engagement for internal business purposes only.
 

6.3 Restrictions
 

The Client may not:

• Resell, sublicence, or commercialise Clarigi's deliverables;

• Use deliverables to develop a competing advisory service;

• Attribute Clarigi's strategic recommendations to any other party;

• Remove or obscure any proprietary notices in deliverables.
   

6.4 Portfolio and Anonymised Case Reference
 

Clarigi reserves the right to reference the engagement as a case study in anonymised or aggregated form (without identifying the Client by name or recognisable descriptor) unless the Client expressly objects in writing within 30 days of engagement completion.
 

7. Confidentiality

7.1 Mutual Obligation
 

Both parties agree to keep confidential all non-public information received from the other party in connection with the engagement ("Confidential Information"). This includes business data, financial records, personnel information, strategic plans, and platform credentials.
 

7.2 Standard of Care
 

Each party shall protect the other's confidential information with at least the same degree of care it applies to its own confidential information and in no event less than reasonable care.
 

7.3 Exceptions
 

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no breach of these Terms;

• Was already known to the receiving party before disclosure;

• Is independently developed without reference to the Confidential Information;

• Is required to be disclosed by applicable law or court order, provided the disclosing party gives prompt written notice where legally permissible.
   

7.4 NDA
 

Where the Client requests a separate Non-Disclosure Agreement before sharing materials, Clarigi will execute one on request prior to the discovery call.
 

8. Disclaimers and Limitation of Liability
 

8.1 No Guarantee of Results
 

Clarigi's deliverables are based on data and information available at the time of the engagement. Business outcomes depend on factors outside Clarigi's control — including market conditions, execution quality, third-party platform changes, and competitive dynamics. Clarigi makes no guarantee, representation, or warranty that implementing any recommendation will produce a specific financial result, increase in revenue, or improvement in any business metric.
 

8.2 Data Accuracy Disclaimer
 

Clarigi's analysis is only as accurate as the data provided by the Client. Clarigi is not liable for errors, omissions, or misinterpretations arising from incomplete, inaccurate, or misleading data supplied by the Client.
 

8.3 As-Is Basis
 

Services are provided on an "as available" basis. Clarigi does not warrant that its website, processes, or deliverables will be error-free, uninterrupted, or free from technical defects.
 

8.4 Limitation of Liability
 

To the maximum extent permitted by applicable law:
 

• Clarigi's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for that specific engagement;

• Clarigi shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.
   

8.5 Force Majeure
 

Clarigi is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, pandemic, internet outages, government actions, or natural disasters.
 

9. Indemnification
 

The Client agrees to indemnify, defend, and hold harmless Clarigi, its co-founders, employees, contractors, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's misuse of any Clarigi deliverable;

• Inaccurate or misleading data provided by the Client;

• The Client's violation of these Terms;

• Any claim by a third party arising from the Client's reliance on or implementation of Clarigi's recommendations.
   

10. Termination
 

10.1 By Client
 

The Client may terminate an engagement by providing 14 days' written notice. All fees for work completed prior to termination are payable in full.
 

10.2 By Clarigi
 

Clarigi may terminate an engagement with immediate effect if:

• The Client materially breaches these Terms and fails to remedy the breach within 7 days of written notice;

• The Client provides fraudulent, misleading, or materially inaccurate data;

• The Client becomes insolvent or enters into liquidation proceedings;

• Continuing the engagement would require Clarigi to violate applicable law.
   

10.3 Survival
 

Clauses relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.
 

11. Governing Law and Dispute Resolution
 

11.1 Governing Law
 

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
 

11.2 Jurisdiction
 

The courts of Pune, Maharashtra, India, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any engagement, subject to the arbitration clause below.
 

11.3 Arbitration
 

Any dispute, controversy, or claim arising out of or relating to these Terms or any engagement that cannot be resolved through good-faith negotiation within 30 days shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India). The seat of arbitration shall be Pune, Maharashtra. The language of arbitration shall be English. The tribunal shall consist of one arbitrator mutually agreed upon by both parties.
 

12. General Provisions
 

12.1 Amendments
 

Clarigi reserves the right to update these Terms at any time. The current version will be posted on the website with an updated effective date. Continued use of Clarigi's services after any update constitutes acceptance of the revised Terms.
 

12.2 Severability
 

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
 

12.3 No Waiver
 

Failure by Clarigi to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
 

12.4 No Partnership or Employment
 

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Clarigi and the Client.
 

12.5 Entire Agreement
 

These Terms, together with any executed SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations, representations, and understandings.
 

13. Contact
 

For any questions regarding these Terms, contact:

Clarigi Advisory Email: clarigi.info@gmail.com Phone: +91 8237182170 Hours: Monday–Friday, 11am–6pm IST