1. Introduction

These Terms of Service govern the provision of advisory and consulting services by Nora Miklos, operating as a seller through Xolo Go OÜ (registration code 14717109), a private limited company incorporated under the laws of the Republic of Estonia ("Service Provider", "we", or "us").

By accepting a proposal, paying an invoice, or otherwise engaging the Service Provider, the client ("you" or "Client") agrees to be bound by these terms. These terms apply to all engagements unless a separate written agreement expressly supersedes them.

Services are provided on a business-to-business (B2B) basis only. These terms do not apply to consumers.

2. Services

The Service Provider offers international ecommerce advisory and consulting services, including market entry analysis, commercial diagnostics, expansion strategy, unit economics modelling, and fractional commercial leadership. The specific scope of services for each engagement is defined in a proposal, statement of work, or invoice accepted by the Client.

Nothing in these terms obliges the Service Provider to provide services absent an accepted proposal or agreed engagement.

3. Engagement and Contract Formation

An engagement begins when the Client accepts a proposal in writing — by email confirmation, electronic signature, or payment of a deposit or invoice. At that point, a binding agreement is formed between the parties on the basis of: (a) the accepted proposal or statement of work; and (b) these Terms of Service.

If there is any conflict between a proposal or statement of work and these terms, the proposal or statement of work takes precedence for that specific engagement.

4. Payment

Payment terms, amounts, and schedules are specified in the applicable proposal or invoice. Unless otherwise agreed:

–     Invoices are due upon receipt or within the timeframe stated on the invoice.

–     Late payments accrue interest at the statutory rate applicable under Estonian law and the EU Late Payment Directive (Directive 2011/7/EU).

–     The Service Provider reserves the right to pause or suspend work on any engagement where an invoice remains unpaid past its due date, without liability to the Client.

–     All fees are exclusive of any applicable taxes. The Client is responsible for any taxes applicable in their jurisdiction.

5. Intellectual Property

Upon receipt of full payment for an engagement, the Client owns the specific deliverables created for them under that engagement (reports, analyses, models, written recommendations).

The Service Provider retains all rights to background intellectual property, including methodologies, frameworks, processes, tools, and know-how developed independently of any engagement. Nothing in these terms transfers ownership of background IP to the Client.

The Client grants the Service Provider a non-exclusive right to reference the engagement in general terms (e.g., "worked with a US DTC brand on European market entry") for portfolio and marketing purposes, unless the Client requests confidentiality in writing.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and to use it only for the purposes of that engagement.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order.

This confidentiality obligation survives termination or expiry of any engagement for a period of two (2) years.

7. No Guarantee of Results

Advisory and consulting services are provided on the basis of professional judgment and the information available at the time. The Service Provider does not guarantee any specific business outcome, revenue result, or return on investment.

The Client is solely responsible for all business decisions made during or following an engagement, including decisions based on recommendations, analyses, or models provided by the Service Provider. The Service Provider is not responsible for the implementation of recommendations or the outcomes thereof.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

–     The Service Provider's total liability for any claim arising from or related to an engagement is limited to the fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

–     The Service Provider is not liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of revenue, loss of profit, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.

–     The Service Provider is not liable for decisions made or actions taken by the Client based on the advice or deliverables provided.

Nothing in these terms limits liability for fraud, gross negligence, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate an engagement with fourteen (14) days' written notice. In the event of termination:

–     The Client is liable for payment of all fees for work completed or in progress up to the termination date.

–     Any deposit paid for work not yet commenced is refundable at the Service Provider's discretion, taking into account preparation work already performed.

–     The Service Provider may terminate an engagement immediately if the Client materially breaches these terms or fails to pay invoices after a reasonable opportunity to remedy.

Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (No Guarantee of Results), 8 (Limitation of Liability), and 11 (Governing Law) survive termination.

10. Data Protection

The Service Provider processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Estonian data protection law. For full details on how personal data is collected, used, and protected, please refer to our Privacy Policy, available on this website.

The Service Provider acts as data controller in relation to contact and communication data provided by the Client. Where the Service Provider processes personal data on behalf of the Client as part of an engagement, the parties will agree on appropriate data processing arrangements.

11. Governing Law and Dispute Resolution

These terms and any engagement governed by them are subject to the laws of the Republic of Estonia, without regard to conflict of law provisions.

In the event of a dispute, the parties agree to first attempt resolution through good-faith written negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may refer the matter to mediation before initiating formal legal proceedings.

Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts of Tallinn, Estonia.

12. Amendments to These Terms

The Service Provider may update these Terms of Service from time to time. The current version will always be available on the website. For ongoing engagements, material changes will be communicated to the Client in writing with reasonable notice. Continued engagement with the Service Provider following any update constitutes acceptance of the revised terms.

13. Entire Agreement

These terms, together with any accepted proposal or statement of work, constitute the entire agreement between the parties in relation to the relevant engagement and supersede all prior discussions, representations, and agreements. No variation to these terms is effective unless agreed in writing by both parties.

14. Contact

For any questions regarding these Terms of Service, please contact: nora@noramiklos.com