Terms of Engagement

01

Nature of this document

This page is for information only: it sets out, in general terms, the conditions under which Intarmour® di Simone Nogara (“Intarmour”) carries out its advisory engagements. It is not an offer to the public, a contractual proposal or legal advice.

The binding terms of each engagement are solely those of the engagement letter or contract signed by the parties (the “Engagement Agreement”). In the event of any conflict between what is stated here and the Engagement Agreement, the Engagement Agreement prevails in all cases.

02

Subject matter and scope

The subject matter and scope of each engagement are defined and agreed on a case-by-case basis, according to the client’s objectives, context and risk profile. The agreed scope, the planned activities, the expected outputs and any exclusions are set out in the Engagement Agreement.

Any activity that differs from, or goes beyond, the agreed scope is subject to separate agreement.

03

How an engagement is entered into

An engagement takes effect when the Engagement Agreement is signed by the client and by Intarmour. It is generally preceded by an initial conversation aimed at defining objectives, scope and ways of working.

Before work begins, the scope, the fee and the essential terms are agreed in writing. Work starts once the Engagement Agreement has been finalised.

04

Fees and expenses

Fees are set out in the Engagement Agreement in accordance with the arrangements described below, unless otherwise agreed.

• Assessment: fixed price, agreed in writing before work begins.
• Ongoing oversight: monthly retainer, according to the agreed scope.
• Out-of-pocket expenses: any documented expenses, where applicable, are borne by the client as provided in the Engagement Agreement.

05

Independence

Intarmour sells no products, resells no licences and receives no commissions, kickbacks or other incentives from vendors or third parties. The advice is given in the client’s interest and remains independent of any third-party interests.

06

Confidentiality

Engagements are covered by mutual confidentiality obligations, set out in the Engagement Agreement. Each party treats information received from the other as confidential and neither discloses it nor uses it for purposes unrelated to the engagement.

Evidence and sensitive information gathered during the engagement are handled with particular care, with appropriate organisational and technical measures, and only for as long as necessary for the agreed purposes.

07

Work product and ownership

Ownership of, and the conditions for using, the work product — such as reports, assessments, recommendations and other materials produced during the engagement — are governed by the Engagement Agreement. Unless otherwise agreed, Intarmour retains ownership of its pre-existing or general methodologies, know-how and tools.

08

Data processing

Any processing of personal data connected with the engagement is carried out in accordance with applicable law and as described in the site’s Privacy Policy. Where an engagement involves processing personal data on the client’s behalf, a Data Processing Agreement (DPA) is available for signature together with the Engagement Agreement.

09

Limitation of liability and no guarantee of outcomes

The advice is provided with professional diligence and constitutes an obligation of means, not of result. Advisory work reduces and clarifies risk, but it does not eliminate it and does not guarantee any specific outcome or compliance with any laws, standards or third-party requirements.

Implementation decisions and their execution remain the responsibility of the client. Any limitation of Intarmour’s liability, to the extent permitted by law, is set out in the Engagement Agreement; liability that cannot be excluded by law, including liability for wilful misconduct or gross negligence, remains unaffected.

10

Conflicts of interest

Before accepting an engagement, Intarmour checks that there is no conflict of interest. Where a conflict exists, even a potential one, the engagement is declined or, where permissible and with the client’s informed consent, appropriate measures are taken to manage it.

11

Term, renewal and termination

The term of each engagement is stated in the Engagement Agreement. Assessments conclude upon delivery of the agreed work product.

For ongoing oversight, the engagement runs for one year and renews for further periods of the same length, unless cancelled by notice given at least 60 days before expiry. Any further rights of withdrawal and termination provided by the Engagement Agreement and by law remain unaffected.

12

Governing law and jurisdiction

Engagements are governed by Italian law. Any dispute falls under the exclusive jurisdiction of the court of Como, Italy, save as otherwise provided in the Engagement Agreement and subject to any applicable mandatory rules.

13

How to start an engagement

To explore a possible engagement, you can arrange an initial confidential conversation through the /book page. That is where objectives, scope and ways of working are defined, before the Engagement Agreement is formalised.

14

Note

This document is informational and does not constitute legal advice.