Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your use of the website located at nvantis.com (the "Website") and, together with any signed proposal or statement of work, the terms on which Nvantis provides advisory services to clients.

Nvantis is a strategic advisory practice carried on by DAWN JON Inc., a company incorporated in the British Virgin Islands (BVI company number: 2098110, registered office: Geneva Place, Waterfront Drive, Road Town, Tortola, British Virgin Islands). Nvantis operates as a distributed practice; our specialist advisors represent 14 countries and we work with clients worldwide. The contracting party in every advisory engagement is DAWN JON Inc.

By accessing or using the Website, or by executing a proposal or statement of work with Nvantis, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Website or engage Nvantis for services.

These Terms apply to business clients only. Nvantis does not provide services to consumers.

2. Nature of Services

Nvantis provides strategic advisory services in the areas of artificial intelligence strategy, intelligent automation, digital transformation, data intelligence, and related enterprise advisory disciplines.

Nvantis provides advisory services only. Nothing in any engagement, deliverable, communication or output from Nvantis constitutes or should be construed as legal advice, financial advice, tax advice, investment advice, or any form of regulated advice or service. Nvantis does not act as a legal adviser, financial adviser, tax adviser, investment adviser, broker, agent or intermediary of any kind. Nvantis does not hold, manage or have access to client funds at any time.

Clients should seek independent professional advice from appropriately qualified and regulated advisers before making decisions of a legal, financial, tax or investment nature.

3. Engagement Formation

An advisory engagement is formed only when both parties have executed a written proposal or statement of work ("SOW"). No binding engagement arises from website enquiries, consultation calls, preliminary discussions, email correspondence, or any other communication that does not take the form of a signed proposal or SOW.

Each proposal or SOW will set out the scope of services, deliverables, fees, payment terms, timelines, and any engagement-specific terms. In the event of a conflict between a signed proposal or SOW and these Terms, the terms of the signed document will prevail to the extent of the conflict.

4. Client Responsibilities

The client agrees to:

• Provide Nvantis with accurate, complete and timely information, data and access reasonably required to perform the services.
• Designate a suitably authorised representative to liaise with Nvantis and make decisions on the client's behalf within agreed timelines.
• Notify Nvantis promptly of any material change in the client's circumstances, objectives or requirements that may affect the engagement.
• Ensure that any information provided to Nvantis does not infringe the rights of any third party and may lawfully be shared with Nvantis for the purposes of the engagement.
• Comply with all applicable laws in connection with the engagement and the use of any deliverables.

Nvantis is not responsible for delays, errors or deficiencies in deliverables that arise from the client's failure to meet these responsibilities.

5. Deliverables and Their Intended Use

Deliverables produced by Nvantis under an engagement are prepared for the sole use of the client and for the specific purpose described in the relevant proposal or SOW. They may not be relied upon by any third party, used for any purpose other than that stated, or disclosed to any third party without Nvantis's prior written consent.

Deliverables reflect Nvantis's professional judgement based on the information available at the time of preparation. They do not constitute a guarantee of any particular outcome. Nvantis does not warrant that any strategy, recommendation or plan contained in a deliverable will achieve the results described.

6. Intellectual Property

All intellectual property rights in materials, methodologies, frameworks, tools and know-how developed or used by Nvantis in the course of an engagement, including any pre-existing Nvantis materials incorporated into deliverables, remain the exclusive property of DAWN JON INC.

Subject to full payment of all fees due, Nvantis grants the client a non-exclusive, non-transferable licence to use the deliverables for the client's internal business purposes as described in the relevant proposal or SOW.

All intellectual property rights in materials, data and information provided by the client to Nvantis remain the property of the client or its licensors.

7. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with an engagement ("Confidential Information"), and to use it only for the purposes of the engagement. Each party will protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided the disclosing party gives the other party prompt prior written notice where permitted.

Confidentiality obligations survive termination of an engagement for a period of three years, and indefinitely in respect of any information that constitutes a trade secret.

8. Conflicts of Interest

Nvantis will notify the client promptly if it becomes aware of any actual or potential conflict of interest that may affect its ability to provide impartial advice. Where a conflict cannot be managed to the reasonable satisfaction of both parties, either party may terminate the engagement on written notice without liability for the conflict itself, subject to payment for work completed to the date of termination.

9. Non-Exclusivity

Nothing in these Terms or any engagement prevents Nvantis from providing services to other clients, including clients operating in the same industry or sector as the client, provided that Nvantis complies with its confidentiality obligations. Equally, the client is free to engage other advisers concurrently.

10. Term and Termination

Each engagement commences on the date specified in the relevant proposal or SOW and continues until the services are completed or the engagement is terminated.

Either party may terminate an engagement for convenience by giving not less than 30 days' written notice to the other party. The client will pay for all work completed and expenses reasonably incurred up to the effective date of termination.

Either party may terminate an engagement immediately on written notice if the other party commits a material breach of these Terms or the relevant proposal or SOW and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice specifying the breach.

Termination does not affect any rights or obligations that have accrued prior to the effective date of termination. Sections 6, 7, 11, 12, 13, 15 and 16 survive termination.

11. Fees and Payment

Fees are as set out in the relevant proposal or SOW. Unless otherwise stated, fees are quoted exclusive of any applicable taxes, which will be added at the prevailing rate.

Invoices are payable within the period stated in the proposal or SOW. Where no period is stated, invoices are payable within 30 days of the invoice date. Nvantis reserves the right to charge interest on overdue amounts at the rate permitted under applicable law, and to suspend services until outstanding amounts are paid.

Payment card transactions are processed by Stripe, Inc. Nvantis does not store payment card data.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Nvantis's total aggregate liability to the client under or in connection with an engagement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the client under the relevant engagement in the 12 months preceding the claim.

Nvantis shall not be liable for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of data; (f) damage to reputation or goodwill; or (g) indirect, special or consequential loss, in each case whether or not such loss was foreseeable or Nvantis had been advised of its possibility.

Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

13. Indemnity

The client agrees to indemnify and hold harmless Nvantis and its personnel from and against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising from: (a) the client's breach of these Terms or any engagement; (b) the client's use of deliverables in a manner not authorised by these Terms; or (c) any claim by a third party arising from information or materials provided by the client to Nvantis.

14. Force Majeure

Neither party will be in breach of these Terms or liable for any delay or failure to perform its obligations to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, power or telecommunications failure, or cyberattack. The affected party will notify the other promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice without further liability.

15. No Solicitation of Personnel

During the term of any engagement and for a period of 12 months following its conclusion, the client will not, directly or indirectly, solicit, recruit or employ any Nvantis personnel who were involved in the engagement, without Nvantis's prior written consent. This restriction does not apply to responses to general public advertisements not targeted at Nvantis personnel.

16. Governing Law and Dispute Resolution

These Terms and any engagement are governed by and construed in accordance with the laws of the British Virgin Islands.

Any dispute arising out of or in connection with these Terms or any engagement shall first be referred to senior representatives of both parties for good-faith negotiation. If the dispute is not resolved within 30 days of referral, it shall be finally resolved by final and binding arbitration seated in the British Virgin Islands, before a single arbitrator, conducted in the English language.

17. Entire Agreement

These Terms, together with any signed proposal or SOW, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, negotiations, understandings and agreements, whether oral or written. Neither party has relied on any representation or warranty not expressly set out in these Terms or the relevant proposal or SOW.

18. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable by a court or tribunal of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions will continue in full force and effect.

19. Amendments

Nvantis may amend these Terms at any time by posting an updated version on the Website. The date at the top of this page indicates when the Terms were last revised. Continued use of the Website after an amendment constitutes acceptance of the revised Terms. Amendments to a signed proposal or SOW require the written agreement of both parties.

20. Contact

Enquiries regarding these Terms should be directed to:

DAWN JON Inc. (trading as Nvantis)
Geneva Place, Waterfront Drive, Road Town, Tortola, British Virgin Islands
BVI company number: 2098110
[email protected]