Terms of Service

1. Definitions

 

For purposes of these Terms of Service (“Terms”):

 

“Pontirion”, “Company”, “we”, “us” means Pontirion, including its owners, employees, contractors, and representatives.

 

“Client” means any individual or legal entity requesting, accessing, or receiving Services.

 

“Services” means consultations, advisory discussions, analyses, brokerage introductions, custom services, including AI and software solutions, technical implementation, or related support provided by the Company.

 

“Consultation” means any meeting, call, communication, or exchange of information occurring prior to entering into a Proposal or outside the scope of an accepted Proposal.

 

“Proposal” means a written document describing scope, deliverables, and fees accepted in writing by both parties.

 

“Deliverables” means any reports, materials, software, code, models, documentation, recommendations, or outputs produced under a Proposal.

 

“Partner Firm” means any third-party service or solution provider introduced by the Company.

 

“Confidential Information” means any non-public business, technical, commercial, or financial information disclosed in connection with Services.

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2. Scope of Services

 

The Company may provide consultations, advisory support, custom services including AI and software solutions, and brokerage introductions.

 

Any paid engagement shall be governed exclusively by an accepted Proposal.

 

Nothing in these Terms obligates either party to enter into a Proposal.

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3. Consultations

 

Consultations are generally provided free of charge unless otherwise agreed in writing.

 

Consultations are intended for general informational and exploratory discussion purposes, including the exploration of potential approaches and solutions, and do not constitute a formal advisory or consulting engagement.

 

No ongoing duty, obligation or professional engagement is created unless and until a Proposal is expressly agreed in writing by both parties.

 

The Company may decline, limit or discontinue consultations at its discretion.

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4. Standard of Care

 

The Company shall perform Services under any accepted Proposal with reasonable professional care and skill consistent with generally accepted practices in the consulting and technology advisory industry.

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The Company does not warrant or guarantee the achievement of any specific business, financial, or operational outcomes.

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5. Client Responsibilities

 

Client retains sole responsibility for all business decisions, implementation, and outcomes.

 

Client agrees to independently evaluate any information, recommendations, or Deliverables provided.

 

Client is responsible for providing accurate information, timely feedback, and necessary access.

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6. Custom Services

 

Custom services, including AI or software development, shall only be provided under an accepted Proposal.

 

Scope, Deliverables, timelines, and fees shall be defined in the Proposal.

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7. Brokerage Services

 

The Company may introduce Client to Partner Firms.

 

Any agreement entered into with a Partner Firm is solely between Client and that Partner Firm.

 

The Company shall not be responsible or liable for the performance, acts or omissions of Partner Firms.

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8. Non-Circumvention and Compensation

 

Where the Company introduces or otherwise identifies a Partner Firm or potential solution to the Client, whether directly or through discussions, materials or consultations, such information shall be considered confidential and proprietary.

 

Client agrees not to directly or indirectly engage, approach or enter into a commercial relationship with any identified or identifiable Partner Firm without the Company’s involvement for a period of twenty-four (24) months from the date of such identification.

 

In the event of breach of this provision, the Company shall be entitled to compensation from the Client reflecting:

 

(a) the economic benefit, referral fees or other compensation the Company would reasonably have received; and

 

(b) reimbursement for time, effort and resources invested in connection with the Client, calculated at the Company’s standard advisory rate of EUR 500 per hour; and

 

(c) any reasonable costs incurred.

 

The parties agree that this provision represents a reasonable estimate of the Company’s potential losses and is not intended as a penalty.

 

This clause shall survive termination of discussions or Services.

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9. Software and Technical Deliverables

 

Any software, code, models or technical solutions are provided on an “as-is” basis.

 

The Company does not warrant uninterrupted operation, error-free performance, or fitness for a particular purpose unless explicitly stated in a Proposal.

 

Client is responsible for testing and validating Deliverables before production use.

 

The Company shall not be responsible for issues arising from third-party systems, infrastructure, or Client environment.

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10. Intellectual Property

 

The Company retains ownership of its methodologies, frameworks, processes, tools, know-how, and pre-existing materials.

 

Client is granted a limited, non-exclusive license to use Deliverables for internal business purposes unless otherwise agreed in writing.

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11. Confidentiality

 

Each party agrees to protect Confidential Information and not disclose it to third parties without consent except where required by law.

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This obligation shall remain in force for a period of five (5) years following disclosure, or indefinitely with respect to trade secrets.

 

This obligation survives termination of any engagement.

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12. Disclaimer

 

Services are provided based on available information, assumptions, and business context at the time they are delivered.

 

While the Company seeks to provide thoughtful and commercially sound insights, the Company does not warrant or guarantee the achievement of any specific business, financial, technical, or operational outcomes.

 

Client acknowledges that implementation decisions and results depend on multiple factors outside the Company’s control, including market conditions, third-party performance, and Client’s internal processes and execution.

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13. No Reliance

 

Client acknowledges that any information, recommendations, or discussions provided by the Company are intended to support the Client’s independent decision-making process.

 

Client confirms that it has not relied solely on any statements or representations made by the Company and remains responsible for conducting its own independent evaluation before making any business or operational decisions.

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14. Limitation of Liability

 

To the maximum extent permitted by applicable law:

 

The Company shall not be liable for any indirect, consequential, incidental or special damages including loss of profit, revenue, data, goodwill, or business opportunities.

 

The Company shall not be liable for decisions made by the Client based on Services or Deliverables.

 

The Company’s total aggregate liability arising from any claim shall not exceed the total fees paid by the Client under the relevant Proposal during the twelve (12) months preceding the claim.

 

Where no fees were paid, liability shall be limited to the extent permitted by law.

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15. Limitation Period

 

Any claim arising out of or relating to Services must be brought within six (6) months from the date the claim arises.

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16. Termination

 

Either party may discontinue consultations at any time.

 

Termination does not affect rights or obligations under an accepted Proposal.

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17. Force Majeure

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Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) if such failure or delay results from events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, governmental actions, regulatory changes, labor disputes, power failures, technical failures, infrastructure outages, internet outages, or failures of telecommunications networks.

 

The affected party shall use reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.

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18. Amicable Resolution

 

The parties agree to seek to resolve any concern or dispute through good faith discussions before initiating formal legal proceedings.

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19. Governing Law and Jurisdiction

 

These Terms shall be governed by the laws of the Republic of Serbia.

 

Any dispute shall be subject to the exclusive jurisdiction of the competent courts of Serbia.​

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20. Entire Agreement

 

These Terms constitute the general framework governing interactions between the parties unless otherwise expressly agreed in writing or superseded by an accepted Proposal.​

 

21. Severability

 

If any provision is found unenforceable, remaining provisions shall remain in effect.​

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22. Waiver

 

Failure or delay by the Company to exercise any right under these Terms shall not constitute a waiver of that right, nor shall any partial exercise prevent further exercise of that or any other right.

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23. Assignment

 

Client may not assign, transfer, or delegate any of its rights or obligations under these Terms or any Proposal without the prior written consent of the Company.

 

The Company may assign or transfer its rights and obligations under these Terms or any Proposal to an affiliate, successor, or any entity acquiring all or substantially all of its business without the Client’s consent.

 

24. Survival

 

Provisions relating to liability, confidentiality, intellectual property, dispute resolution, and any provisions which by their nature are intended to survive shall survive termination.