Engagement Terms

1. How an Engagement starts

• Proposal request. You describe the subject, scope, deadline and intended use through the proposal form or by email. We may ask clarifying questions before quoting.
• Reservation. For a report commission, a reservation deposit holds a production slot and is applied to the final price. The deposit is refundable in full until the scoping call has taken place (see the Refund Policy).
• Scoping call. We agree the questions the report must answer, the analytical scope (organisation, sector or nation; which layers of the Tricellix System Framework are in play), the data regime, the delivery window and the milestones. The result is a written proposal.
• Acceptance. The Engagement begins when you accept the proposal in writing (email is sufficient) and the first milestone invoice is paid.

2. Fees, deposits and invoicing

Fees are quoted in US dollars, excluding VAT or other taxes we are required to charge. Unless the proposal says otherwise, 30% of the fee is invoiced on acceptance (the reservation deposit counts toward it), the balance is invoiced against milestones, and the final deliverable is released on receipt of the final payment.

Invoices are payable within 14 days by bank transfer or by the card checkout when offered. Late amounts accrue interest at the statutory rate for commercial transactions in the governing jurisdiction. We may pause work while an invoice is overdue.

Third-party data or licence costs specific to your Engagement are quoted separately and passed through at cost.

3. Pricing modifiers

• Reactive engagements (a live crisis, an event less than 10 business days away) carry a 50% surcharge on the standard fee, reflecting re-tasked analyst time.
• Founding-client pricing: engagements accepted during the founding period are discounted by 40% against the published anchor in exchange for a reference and a structured feedback session. The founding period and its conditions are stated on the proposal.
• Retainers are billed monthly in advance and roll over unused advisory hours for one month only.

4. Delivery, review and acceptance

Each milestone has a delivery window agreed in the proposal. Delivery is by secure download from your client portal. You have 10 business days from delivery to review a deliverable and request one round of revisions within the agreed scope; changes of scope are quoted separately. A deliverable is accepted when you confirm acceptance, when the review window passes without a written objection, or when you use the deliverable for its intended purpose, whichever comes first.

Delivery windows depend on your timely input. Days waiting for information, access or approvals that only you can provide are added to the window.

5. Confidentiality and data regimes

Every Engagement is confidential. In addition, each Engagement is assigned one of three data regimes in the proposal:

• Tier 1 — Open-source only. The report is built from public and licensed data. You share nothing confidential. No NDA is required beyond these Terms.
• Tier 2 — Client-supplied context. You share documents or information that are not public. The Mutual Non-Disclosure Agreement applies; your material is held on access-controlled infrastructure, used only for the Engagement, and deleted or returned on request after delivery.
• Tier 3 — Restricted. Material that is legally privileged, regulated, security-sensitive or subject to your own compliance regime. Handled under the NDA plus any additional handling instructions agreed in writing; AI-assisted drafting tools are not used on Tier 3 material unless you authorise it.

We never disclose that you are a client, nor the subject of your Engagement, without your written consent, except where the law requires it.

6. Analytical independence and intended use

You are buying our independent assessment. We will not shape findings to a predetermined conclusion, and we will say so in the report if the evidence does not support the question you hoped it would. Reports are analysis, not legal, financial, investment or security advice; decisions taken on them are yours.

Deliverables are for your internal use and that of your affiliates and advisers. Public quotation, resale or redistribution requires written consent. Our name may not be used to endorse a decision, a product or a public position.

7. Who we will not work for

We screen every commissioning party and every subject against applicable sanctions lists and our own conflict-of-interest register before acceptance and again before delivery. We decline, or terminate without liability, Engagements that would breach sanctions or export controls, that target a private individual without a legitimate interest, that are intended to facilitate harassment, surveillance of protected persons, or unlawful activity, or where a conflict of interest cannot be managed. Fees for work delivered before a lawful termination remain payable; fees for undelivered work are refunded.

We may ask for identification of the commissioning organisation and of the individual authorising the Engagement before starting work.

8. Intellectual property

On payment in full, you receive a perpetual, non-exclusive licence to use the deliverables for your internal purposes. The Tricellix System Framework, our scoring methods, templates, data models and any know-how used to produce the deliverables remain ours and may be reused in other work, provided nothing confidential to you is disclosed.

9. Liability

Our total liability under an Engagement is limited to the fees paid for that Engagement. We are not liable for indirect or consequential loss, loss of profit, or decisions taken on the basis of a deliverable. Nothing limits liability for fraud, wilful misconduct or anything that cannot be limited under the laws of the Republic of Estonia.

10. Term and termination

Either party may terminate an Engagement on 14 days written notice. You pay for milestones delivered and for work in progress on a pro-rata basis at termination; we return or destroy your Tier 2/3 material on request. Sections on confidentiality, intellectual property, liability and governing law survive termination.

11. Governing law and disputes

These Engagement Terms are governed by the laws of the Republic of Estonia. The parties first attempt to resolve any dispute by good-faith negotiation between senior representatives for 30 days; failing that, the courts of Harju County Court, Tallinn, Estonia have exclusive jurisdiction, unless the proposal names an arbitration seat.

12. Contact

Engagement enquiries: contact@tricellix.com. Please quote the proposal or order reference.