1.1 Definitions For the purposes of these Terms & Conditions:
“Company” refers to RedShark Consulting, its subsidiaries, affiliates, employees, agents, and subcontractors.
“Client” refers to the individual, business, or legal entity engaging the Company’s services.
“Agreement” means the legally binding contract formed between the Company and the Client, incorporating these Terms & Conditions and any accompanying proposals, quotations, or Statements of Work (SOW).
“Services” means all consulting, advisory, operational, creative, and support activities provided by the Company as defined in the Agreement.
“Deliverables” means any reports, designs, content, software, concepts, training materials, or other tangible or intangible results produced by the Company.
“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party to the other in connection with the Services.
1.2 Interpretation
Words in the singular include the plural and vice versa.
Headings are for convenience only and do not affect interpretation.
Any reference to “written” or “in writing” includes email and digitally signed documents.
2. Scope of Services
2.1 Service Categories The Company provides professional and strategic services in, but not limited to, the following categories:
Customer Service Consulting & Training – evaluating and improving customer service processes; training front-line and management staff; implementing KPI-driven service improvements.
Transport & Logistics Optimization – conducting operational audits; route optimization; cost and efficiency assessments; supply chain process redesign.
Marketing, Branding & Web Design – developing brand strategies; designing marketing campaigns; creating visual and written content; web design and development services.
2.2 Project Confirmation No work shall commence until:
The Client has formally accepted a proposal, quotation, or Statement of Work in writing;
All required upfront payments have been received by the Company; and
Any necessary documents, access rights, or information requested by the Company have been supplied.
2.3 Out-of-Scope Work
Any work not explicitly detailed in the signed Agreement is considered out of scope.
Out-of-scope work will be subject to separate written approval and additional fees at the Company’s then-current rates.
3. Payment Terms
3.1 Currency and Taxes
All amounts are in Euro (€) and exclusive of VAT unless otherwise stated.
Clients are responsible for any applicable taxes, duties, or governmental charges.
3.2 Invoicing and Due Dates
Invoices are issued upon agreement confirmation or at agreed project milestones.
All invoices are due immediately upon receipt and must be paid within seven (7) working days.
Time for payment is of the essence.
3.3 Payment Methods
Bank transfer (details on the invoice) is the preferred method.
Other methods may be approved in writing by the Company.
3.4 Service-Specific Payment Structures
Service TypePayment TermsRecruitment – Fixed Fee50% upfront / 50% upon candidate acceptance of offerRecruitment – Success Fee100% invoiced upon candidate’s signed employment contractCustomer Service / Logistics Consulting50% upfront / 50% upon agreed milestone completionMarketing & Web Design50% upfront / 50% upon final deliveryRetainer / Monthly ServicesInvoiced monthly in advance
3.5 Late Payments
Late payments incur 2% interest per month on the overdue balance.
All legal, administrative, and debt collection costs incurred will be fully charged to the Client.
The Company reserves the right to suspend or terminate Services for non-payment without prejudice to outstanding amounts.
3.6 No Set-Off The Client shall make all payments without deduction or set-off for any reason.
4. Changes, Delays, and Cancellations
4.1 Scope Changes Any change to agreed deliverables, timelines, or resource requirements must be documented and signed by both parties. Additional fees and revised timelines may apply.
4.2 Client Delays If the Client fails to provide necessary input, approvals, or materials by agreed deadlines, the Company may:
Adjust timelines and delivery dates accordingly; and/or
Charge additional fees for extended project management time.
4.3 Cancellation by Client
Cancellation must be made in writing.
The 50% upfront deposit is non-refundable under all circumstances.
All work completed to date will be billed at the agreed rates and is payable in full within 7 working days.
4.4 Termination by Company The Company may terminate Services immediately if the Client:
Fails to make payments on time,
Breaches any material term of the Agreement, or
Acts in a manner damaging to the Company’s reputation or ability to deliver Services.
5. Intellectual Property Rights
5.1 Ownership Before Payment All Deliverables remain the sole and exclusive property of the Company until full payment is received.
5.2 Transfer of Rights Upon cleared final payment, ownership of the final Deliverables transfers to the Client, subject to:
Any third-party licensing terms,
Any retained rights explicitly stated in the Agreement.
5.3 Portfolio Use The Company reserves the right to display Deliverables in portfolios, marketing, or case studies, unless the Client requests in writing to keep them confidential prior to delivery.
5.4 Third-Party Materials The Company is not liable for securing licenses for third-party content unless specifically contracted to do so.
6. Confidentiality and Data Protection
6.1 Confidential Information Each party shall keep the other party’s Confidential Information strictly confidential and not use or disclose it except for the purpose of performing obligations under the Agreement.
6.2 GDPR Compliance
The Company processes personal data in accordance with the EU General Data Protection Regulation (GDPR).
Data is retained only for the purposes of fulfilling the Agreement and is not shared without consent.
6.3 Exceptions Confidentiality obligations do not apply where information:
Is or becomes public knowledge other than through breach of this Agreement;
Is lawfully obtained from a third party; or
Is required to be disclosed by law.
7. Warranties, Liability & Indemnity
7.1 Warranties The Company warrants that it will perform the Services with reasonable skill, care, and diligence, in line with generally accepted industry practices.
7.2 Limitation of Liability
The Company shall not be liable for indirect, incidental, special, or consequential loss, including loss of profit, revenue, or business opportunity.
Liability is limited to the total amount paid by the Client for the specific project giving rise to the claim.
7.3 Force Majeure The Company is not liable for delays or failures caused by events outside its reasonable control, including but not limited to acts of God, war, strikes, power outages, internet failures, or governmental restrictions.
7.4 Indemnity by Client The Client shall indemnify and hold harmless the Company from and against all claims, damages, liabilities, costs, and expenses arising from:
The Client’s misuse of Deliverables,
The Client’s breach of applicable laws,
The provision of false, misleading, or incomplete information by the Client.
8. Governing Law and Dispute Resolution
8.1 Governing Law This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of Estonia.
8.2 Dispute Resolution
The parties shall first attempt to resolve disputes through good-faith negotiation.
If unresolved within 30 days, disputes shall be referred to the exclusive jurisdiction of the courts of Estonia.
9. Entire Agreement and Amendments
9.1 This document, together with any referenced proposals or SOWs, constitutes the entire agreement between the parties. 9.2 Any amendments must be in writing and signed by both parties. 9.3 If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.RedShark Consulting – Terms & Conditions
1.1 Definitions For the purposes of these Terms & Conditions:
“Company” refers to RedShark Consulting, its subsidiaries, affiliates, employees, agents, and subcontractors.
“Client” refers to the individual, business, or legal entity engaging the Company’s services.
“Agreement” means the legally binding contract formed between the Company and the Client, incorporating these Terms & Conditions and any accompanying proposals, quotations, or Statements of Work (SOW).
“Services” means all consulting, advisory, operational, creative, and support activities provided by the Company as defined in the Agreement.
“Deliverables” means any reports, designs, content, software, concepts, training materials, or other tangible or intangible results produced by the Company.
“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party to the other in connection with the Services.
1.2 Interpretation
Words in the singular include the plural and vice versa.
Headings are for convenience only and do not affect interpretation.
Any reference to “written” or “in writing” includes email and digitally signed documents.
2. Scope of Services – Category-Specific Provisions
The Company provides professional services across multiple categories. The provisions below apply in addition to any service-specific Statement of Work (SOW) agreed in writing. Each section clarifies the nature of the service, the Client’s responsibilities, liability limitations, and indemnities.
2A. Recruitment & Talent Acquisition
Nature of Services
The Company acts solely as an independent recruitment consultancy.
The Company’s role is to identify, assess, and introduce potential candidates to the Client.
The Company does not employ candidates (unless explicitly contracted for temporary staffing) nor manage them after hire.
Client Responsibilities
The Client makes all final hiring decisions and assumes full legal and operational responsibility for the employment relationship.
The Client must conduct all legally required background checks, reference verifications, and compliance screenings before making an offer.
No Guarantee of Performance
The Company cannot guarantee candidate performance, conduct, cultural fit, or retention.
Candidate suitability is based on information available at the time of introduction.
Non-Circumvention Clause
The Client agrees not to bypass the Company to hire or engage a candidate introduced by the Company within 12 months of the introduction date without paying the agreed recruitment fee.
This restriction applies whether the candidate is engaged directly, indirectly, via a third party, or in a different role.
Indemnity The Client shall indemnify the Company against any claim, loss, or cost arising from:
Employment disputes involving candidates,
Breach of data protection laws regarding candidate information,
Engagement of candidates in breach of the non-circumvention clause.
2B. Customer Service Consulting & Training
Nature of Services
The Company provides process audits, performance analysis, and staff training aimed at improving customer service operations.
Unless expressly stated, the Company does not directly operate or manage the Client’s customer service team.
Client Responsibilities
The Client is responsible for implementing recommended process changes, technology integrations, and training outcomes.
The Client must ensure all internal policies comply with applicable labor, privacy, and consumer laws.
No Guarantee of KPI Achievement
Any KPIs suggested by the Company are advisory only.
Achieving KPIs depends on the Client’s execution, resources, and external market factors.
Training Materials
All training materials remain the intellectual property of the Company unless otherwise agreed.
Materials may not be reproduced, distributed, or altered without written consent.
Indemnity The Client shall indemnify the Company against any claim or loss arising from:
Misuse or misinterpretation of training content,
Failure to implement recommendations correctly,
Legal disputes arising from operational changes made by the Client.
2C. Transport & Logistics Optimization
Nature of Services
The Company provides analytical and advisory services to improve supply chain efficiency, reduce costs, and optimize routing.
The Company does not physically handle shipments or operate logistics equipment unless explicitly contracted.
Client Responsibilities
The Client is responsible for implementing any suggested changes to suppliers, routing, or systems.
The Client must ensure that all operational changes comply with transport, customs, and safety regulations.
No Guarantee of Savings or Timelines
While the Company may identify potential cost savings or delivery improvements, these are projections only and not guaranteed outcomes.
Indemnity The Client shall indemnify the Company against any liability, claim, or cost arising from:
Delays, losses, or damages in transport,
Regulatory fines or penalties linked to the Client’s operations,
Misapplication of the Company’s recommendations.
2D. Marketing, Branding & Web Design
Nature of Services
The Company provides creative, strategic, and technical services for branding, marketing campaigns, and website design.
All creative output is based on information and direction provided by the Client.
Client Responsibilities
The Client must review and approve all creative assets before they are published or deployed.
Approval signifies acceptance, after which the Company bears no responsibility for subsequent errors or omissions.
Third-Party Materials & Platforms
The Company is not responsible for the operation or policy changes of third-party platforms, hosting services, or social media channels.
Any third-party licenses for fonts, imagery, or software remain bound by their respective terms.
No Guarantee of Commercial Results
Marketing performance is influenced by multiple factors outside the Company’s control, including market conditions, competitor activity, and platform algorithms.
Indemnity The Client shall indemnify the Company against claims or losses arising from:
Intellectual property disputes relating to Client-supplied content,
Account suspensions or platform restrictions,
Alterations made to deliverables after handover.
2E. Strategic Consulting & Advisory Services
Nature of Services
Services are strictly advisory in nature.
The Company does not take operational control or legal responsibility for the Client’s business decisions.
Reliance on Client Data
Advice is based on data and instructions provided by the Client.
The Company is not liable for negative outcomes caused by inaccurate, incomplete, or misleading information.
No Guarantee of Results
The Company does not guarantee financial, operational, or strategic results.
External factors such as market shifts and regulatory changes may affect outcomes.
Independent Verification
The Client is advised to independently verify recommendations before acting.
Indemnity The Client shall indemnify the Company against claims or losses resulting from:
Decisions made based on the Company’s advice,
Failure to comply with applicable laws when implementing recommendations.
3. Payment Terms
3.1 Currency and Taxes
All amounts are in Euro (€) and exclusive of VAT unless otherwise stated.
Clients are responsible for any applicable taxes, duties, or governmental charges.
3.2 Invoicing and Due Dates
Invoices are issued upon agreement confirmation or at agreed project milestones.
All invoices are due immediately upon receipt and must be paid within seven (7) working days.
Time for payment is of the essence.
3.3 Payment Methods
Bank transfer (details on the invoice) is the preferred method.
Other methods may be approved in writing by the Company.
3.4 Service-Specific Payment Structures
Service TypePayment TermsRecruitment – Fixed Fee50% upfront / 50% upon candidate acceptance of offerRecruitment – Success Fee100% invoiced upon candidate’s signed employment contractCustomer Service / Logistics Consulting50% upfront / 50% upon agreed milestone completionMarketing & Web Design50% upfront / 50% upon final deliveryRetainer / Monthly ServicesInvoiced monthly in advance
3.5 Late Payments
Late payments incur 2% interest per month on the overdue balance.
All legal, administrative, and debt collection costs incurred will be fully charged to the Client.
The Company reserves the right to suspend or terminate Services for non-payment without prejudice to outstanding amounts.
3.6 No Set-Off The Client shall make all payments without deduction or set-off for any reason.
4. Modifications & Cancellations
Any change to agreed deliverables, timelines, or resources must be documented and signed by both parties. Additional fees and revised timelines may apply.
Client-initiated cancellations are subject to the 50% deposit being non-refundable.
All completed work up to the date of cancellation will be invoiced in full and payable within 7 working days.
The Company reserves the right to terminate services for non-payment, breach of contract, or conduct damaging to its reputation.
5. Intellectual Property Rights
All Deliverables remain the Company’s property until full payment is received.
Upon cleared payment, ownership of final Deliverables transfers to the Client, subject to any third-party license terms.
The Company reserves the right to display Deliverables in portfolios unless the Client requests confidentiality in writing before delivery.
Any third-party licenses remain bound by their own terms, and the Client is responsible for compliance.
6. Confidentiality & Data Protection
Both parties agree to keep Confidential Information secure and not disclose it without prior written consent.
The Company processes personal data in accordance with GDPR and retains it only as necessary for service delivery.
Confidentiality obligations do not apply where disclosure is required by law or where the information is public through no breach.
7. Liability & Indemnity
The Company will perform Services with reasonable skill, care, and diligence.
The Company shall not be liable for indirect, incidental, or consequential damages, including loss of profits or data.
Liability is capped at the total amount paid by the Client for the specific project.
The Client indemnifies the Company for any claim, damage, or loss arising from misuse of Deliverables, breach of law, or reliance on incomplete information.
8. Governing Law & Dispute Resolution
These Terms are governed by the laws of Estonia.
The parties agree to attempt resolution through good-faith negotiation before legal action.
If unresolved, disputes shall be settled in the exclusive jurisdiction of the courts of Estonia.
9. Entire Agreement & Amendments
These Terms, together with any proposals or SOWs, form the entire Agreement between the parties.
Amendments must be in writing and signed by both parties.
If any provision is found invalid, the remaining provisions remain enforceable.
