Terms of Service

1.1 Advisory Services

Diaax provides strategic advisory services focused on institutional transformation within three core domains:

• Strategy and Institutional Design: Organizational architecture, strategic planning, and structural frameworks
• Leadership and Capacity Building: Executive development, team capability enhancement, and organizational learning systems
• Change and Execution Enablement: Implementation support, transformation management, and operational optimization

1.2 Engagement Framework

Professional engagements typically proceed through a structured methodology:

1. Discovery Phase: Institutional context assessment and strategic challenge identification
2. Design Phase: Solution architecture and approach customization
3. Execution Phase: Implementation support and capability transfer
4. Integration Phase: Sustainability mechanisms and ongoing optimization

Specific engagement parameters, deliverables, timelines, and fees are detailed in formal advisory agreements supplementing these Terms.

1.3 Service Delivery

Advisory services are delivered with professional expertise and relationship continuity throughout institutional transformation journeys.

2.1 Client Responsibilities

Successful institutional transformation works best with client commitment to:

• Providing accurate, complete information about organizational context and challenges
• Ensuring appropriate stakeholder engagement and decision-maker access
• Allocating sufficient internal resources for implementation activities
• Maintaining transparent communication regarding constraints and evolving priorities
• Honoring agreed timelines and participation requirements

2.2 Diaax Commitments

We aim to deliver:

• Strategic guidance grounded in systematic methodology
• Customized approaches aligned with institutional context and culture
• Evidence-based recommendations supported by analysis
• Transparent communication regarding progress, challenges, and adjustments
• Professional standards consistent with government and development sector expectations

2.3 Collaborative Framework

Our advisory model emphasizes partnership. We work alongside institutional leadership and teams to build internal capability while providing external expertise, supporting sustainable transformation beyond advisory engagement duration.

3.1 Client-Specific Deliverables

Upon full payment, clients receive ownership of customized deliverables created specifically for their institutional context, including strategic frameworks, organizational designs, implementation plans, and related documentation. These materials may be used, adapted, and shared within the client organization as appropriate.

3.2 Diaax Intellectual Property

Diaax retains ownership of:

• Core methodologies, frameworks, and analytical tools
• General templates and assessment instruments
• Proprietary diagnostic approaches and intervention models
• Training materials and capacity-building content (general versions)

Clients receive non-exclusive licenses to utilize Diaax methodologies within their organizations but may not commercialize, license, or distribute these approaches to external parties without written permission.

3.3 Knowledge Sharing

Diaax may develop generalized case studies, insights, or thought leadership content based on engagement experiences, provided all client-specific information is anonymized and institutional confidentiality is maintained. Clients will be consulted before any such publications involving their engagements.

4.1 Mutual Confidentiality

Both parties maintain confidentiality of proprietary, strategic, and sensitive information shared during advisory engagements, following standard professional practice. This obligation extends beyond engagement termination and covers internal processes, financial data, strategic plans, personnel matters, and other institutional information not publicly available.

4.2 Data Protection Compliance

Diaax handles client data following applicable data protection regulations, including GDPR principles where relevant. Our data practices include:

• Secure storage and transmission of information
• Access controls appropriate to engagement requirements
• Retention periods aligned with professional standards
• Standard protocols for data handling throughout engagement lifecycle

Detailed data protection practices are outlined in our Privacy Policy, incorporated by reference into these Terms.

4.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes publicly available through no breach by either party; (b) was possessed prior to disclosure; (c) is independently developed; or (d) must be disclosed pursuant to legal requirements, provided the disclosing party provides reasonable advance notice where permitted.

5.1 Advisory Nature of Services

Diaax provides strategic advisory and capacity-building services. Final decisions regarding institutional strategy, organizational design, personnel matters, and implementation approaches remain the responsibility of client leadership. Our recommendations represent professional judgment based on analysis and experience.

5.2 Scope Limitations

Unless explicitly stated in formal engagement agreements, Diaax services do not include:

• Legal counsel or regulatory compliance advice
• Financial audit or accounting services
• Technical IT implementation or system development
• Direct operational management or day-to-day supervision
• Recruitment services or personnel placement

Where specialized expertise beyond our scope is needed, we will recommend engaging appropriate professionals.

5.3 Limitation of Liability

To the extent permitted by law, Diaax's liability for claims arising from advisory engagements is limited to the fees paid for the specific engagement phase giving rise to the claim. This limitation reflects the advisory nature of our services and the client-controlled nature of implementation decisions.

6.1 Fee Structure

Advisory fees are detailed in formal engagement agreements and may be structured as project-based fees, retainer arrangements, or hybrid models depending on engagement scope and duration. Fee determinations reflect engagement complexity, institutional context, and required time commitment.

6.2 Payment Schedule

Standard payment terms include:

• Initial deposit upon engagement agreement execution (typically 30-50%)
• Phase-based payments aligned with deliverable completion
• Final payment upon engagement conclusion and deliverable acceptance
• Net 30 days for invoice settlement unless otherwise agreed

6.3 Expenses

Reasonable out-of-pocket expenses (travel, accommodation, materials) incurred in service delivery are billed separately with supporting documentation. Expense budgets and approval processes are established in engagement agreements.

6.4 Late Payment

Overdue balances may incur interest charges at prevailing commercial rates. Persistent payment delays may result in engagement suspension until accounts are current, without relieving payment obligations for work already completed.

7.1 Termination by Either Party

Either party may terminate advisory engagements with 30 days written notice. Upon termination, clients remain obligated to pay for services rendered through the termination date plus any committed deliverables in progress. Diaax will provide transition support to minimize disruption where possible.

7.2 Immediate Termination

Either party may terminate immediately if:

• The other party materially breaches these Terms and fails to cure within 15 days of written notice
• The other party becomes subject to insolvency proceedings
• Continuing the engagement becomes unlawful or professionally unethical

7.3 Term Modifications

Diaax may update these Terms periodically to reflect evolving practices, legal requirements, or service offerings. Material changes will be communicated with notice. Continued engagement following such changes constitutes acceptance of revised Terms. Engagement-specific agreements supersede these general Terms where conflicts exist.

8.1 Governing Law

These Terms are governed by the laws of England and Wales. Where clients are located in other jurisdictions, specific engagement agreements may specify alternative governing law or incorporate local legal requirements as appropriate.

8.2 Dispute Resolution Process

In the event of disputes, parties will:

1. Good Faith Negotiation: Attempt resolution through direct discussion
2. Mediation: If negotiation fails, engage neutral mediation before pursuing formal proceedings
3. Arbitration or Litigation: After exhausting alternative resolution mechanisms

8.3 Jurisdiction

Subject to alternative dispute resolution processes described above, parties consent to the jurisdiction of courts in England and Wales for legal proceedings related to these Terms.