Terms & Conditions

Definitions

In these Terms and Conditions, the following terms carry the meanings assigned to them here:

• "Agreement" means these Terms and Conditions, together with any engagement letter or proposal issued by Modelyn and accepted by the Client.
• "Client" or "you" means the organisation or individual who engages Modelyn's advisory services.
• "Engagement" means a specific advisory service delivered by Modelyn, including a Business Model Reading Engagement, Pricing Architecture Workshop, or Revenue Stream Audit.
• "Deliverables" means the written documents, annotated canvases, trade-off records, and companion briefs produced as the output of an Engagement.
• "Fee" means the fixed engagement fee stated in the proposal or engagement letter.
• "Modelyn", "we", "us", "our" means Modelyn, operating from 28/4 Thonglor Road, Khwaeng Khlong Tan Nuea, Khet Watthana, Bangkok 10110, Thailand.
• "Parties" means Modelyn and the Client collectively.
• "Confidential Information" means any non-public information shared by either Party during the course of an Engagement.

Acceptance of Terms

By requesting an engagement, signing an engagement letter, making payment, or otherwise indicating acceptance of a proposal from Modelyn, the Client agrees to be bound by these Terms and Conditions.

• The Client must be at least 18 years of age and have the legal capacity and authority to enter into a binding agreement on behalf of their organisation.
• Organisations engaging Modelyn confirm that the individual signing or approving the engagement is duly authorised to do so.
• These Terms and Conditions apply to all Modelyn engagements unless a separate written agreement explicitly supersedes specific provisions.

Service Description

Modelyn provides structured advisory engagements in the field of business model design. The three current engagement types are:

• Business Model Reading Engagement — a multi-month senior advisory engagement involving leadership interviews, a written model reading, an annotated canvas, and a facilitated workshop.
• Pricing Architecture Workshop — a two-day facilitated workshop producing a written pricing architecture document and a trade-off record.
• Revenue Stream Audit — a focused engagement producing a written audit of current revenue streams and a short companion brief.

All engagements are conducted in English. Engagements are available to clients in Thailand and, by arrangement, elsewhere in Southeast Asia. Modelyn does not provide legal, financial, tax, or investment advice. All advisory work constitutes business model analysis and design thinking only.

Engagement Process and Delivery

The scope, timeline, and specific deliverables of each Engagement are set out in the engagement letter or proposal issued prior to commencement.

• Engagements commence upon receipt of the agreed Fee or the first instalment thereof, unless otherwise stated in the engagement letter.
• Timelines stated in proposals are estimates. Modelyn will give reasonable notice of any material change to the expected timeline and will work with the Client to accommodate scheduling constraints.
• Deliverables are provided in written form. Unless otherwise agreed in writing, deliverables are not provided as slide presentations, recorded sessions, or verbal reports only.
• Where an Engagement includes a workshop, the Client is responsible for arranging attendance of the relevant participants. Rescheduling a workshop requires at least five working days' notice; rescheduling with less notice may incur an additional fee as stated in the engagement letter.
• Modelyn reserves the right to decline or withdraw from an Engagement if circumstances arise that would compromise the quality or integrity of the advisory work.

Client Responsibilities

The Client agrees to cooperate in good faith to support the delivery of the Engagement. This includes:

• Making relevant personnel available for interviews and workshops within agreed timeframes.
• Providing accurate and reasonably complete information, documents, and data as requested by Modelyn in connection with the Engagement.
• Informing Modelyn promptly of any material change in the Client's circumstances that may affect the scope or conclusions of the Engagement.
• Refraining from using Deliverables in a misleading manner or in a context that misrepresents the scope or conclusions of the advisory work.
• Not engaging in any conduct that could bring Modelyn's professional reputation into disrepute.

Intellectual Property

Ownership of intellectual property arising from Modelyn engagements is allocated as follows:

• Modelyn's methodologies and frameworks: All methodologies, analytical frameworks, and proprietary approaches used by Modelyn in delivering engagements remain the intellectual property of Modelyn. These are licensed to the Client for use in connection with the specific Engagement but may not be reproduced or distributed as a methodology.
• Deliverables: Upon receipt of full payment, the Client receives a non-exclusive, non-transferable licence to use the Deliverables internally. The Client may circulate Deliverables within their organisation and among their board and advisers.
• Restrictions: Deliverables may not be published, shared with third parties outside the Client's organisation without prior written consent from Modelyn, used to develop competing advisory services, or reproduced in whole or in part in external publications without attribution and written consent.
• Client-provided materials: All materials, data, and documents provided by the Client remain the property of the Client. Modelyn does not retain copies beyond what is necessary for the Engagement.

Payment Terms

Fees for Modelyn engagements are fixed and stated in Thai Baht (THB) in the engagement letter or proposal.

• Unless otherwise stated, payment is due as specified in the engagement letter. Modelyn typically requires full payment or a confirmed first instalment prior to commencement of work.
• Payment may be made by bank transfer to the account details provided in the engagement letter. Other payment methods may be agreed in writing.
• Cancellation: If a Client cancels an Engagement after work has commenced, the Client remains liable for fees proportionate to the work completed at the time of cancellation, as assessed by Modelyn, plus any costs already incurred. Specific cancellation terms are set out in the engagement letter.
• Scope changes: Any material change to the agreed scope of an Engagement requested by the Client after commencement may result in an additional fee, which will be agreed in writing before the additional work proceeds.
• Late payments may attract interest in accordance with applicable Thai law.

Confidentiality

Both Parties recognise that they may receive Confidential Information in the course of an Engagement and agree to the following:

• Each Party will hold the other's Confidential Information in strict confidence and will not disclose it to any third party without prior written consent, except as required by law.
• Confidential Information will only be used for the purpose of delivering or receiving the Engagement.
• Modelyn will not reference, describe, or use the Client's business model, financial position, or strategic plans in any other engagement, publication, or conversation without the Client's written permission.
• The confidentiality obligations in this section survive termination of the Agreement for a period of five years.
• This section does not apply to information that is or becomes publicly known through no fault of the receiving Party, or that the receiving Party can demonstrate was independently developed without reference to the Confidential Information.

Disclaimers

Modelyn's advisory engagements are provided on the following basis:

• All observations, analyses, and Deliverables represent Modelyn's professional judgment at the time of the Engagement, based on the information made available. They are not representations of fact about future outcomes.
• Modelyn does not provide legal, financial, accounting, tax, or investment advice. Nothing in any Deliverable should be construed as such. The Client should seek independent professional advice on those matters.
• The advisory work does not constitute a business plan, an investment proposal, or a financial forecast. No representation is made regarding the financial performance of any business model, pricing structure, or revenue arrangement described in a Deliverable.
• Modelyn makes no warranties, express or implied, regarding the completeness, accuracy, or fitness for any particular purpose of the Deliverables beyond the scope of the Engagement as agreed.

Limitation of Liability

To the fullest extent permitted by applicable law:

• Modelyn's total aggregate liability to the Client under or in connection with an Engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by the Client for the relevant Engagement.
• Modelyn shall not be liable for any indirect, consequential, special, or incidental loss or damage, including loss of profits, loss of revenue, loss of business, or loss of anticipated savings, whether or not such loss was foreseeable.
• Modelyn shall not be liable for any loss or damage arising from the Client's reliance on Deliverables outside the scope agreed in the Engagement.
• Neither Party shall be liable for failure to perform its obligations where such failure results from circumstances beyond its reasonable control, including natural disasters, government actions, public health emergencies, or other force majeure events.

Indemnification

The Client agrees to indemnify and hold harmless Modelyn and its advisers from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms and Conditions.
• The Client's use of Deliverables in a manner inconsistent with the licence granted herein.
• Any inaccurate or incomplete information provided by the Client to Modelyn in the course of an Engagement.
• Any third-party claim arising from the Client's decisions or actions taken based on the Deliverables.

Termination

Either Party may terminate an Engagement as follows:

• By the Client: The Client may terminate an Engagement by providing written notice to Modelyn. Termination does not release the Client from liability for fees proportionate to work completed, as assessed by Modelyn.
• By Modelyn: Modelyn may terminate an Engagement if the Client breaches a material term of this Agreement and fails to remedy that breach within 10 working days of written notice, or if circumstances arise that would materially compromise the quality or integrity of the advisory work.
• Effect of termination: Upon termination, Modelyn will provide any Deliverables completed up to the date of termination. Confidentiality obligations, intellectual property provisions, limitation of liability, and dispute resolution provisions survive termination.

Dispute Resolution

The Parties agree to the following process for resolving disputes:

• Informal resolution: Before initiating any formal proceedings, the Parties agree to attempt to resolve any dispute through good-faith discussion between senior representatives of each Party within 30 days of the dispute being raised in writing.
• Mediation: If informal resolution is unsuccessful, the Parties may agree to refer the matter to a mediator. The costs of mediation are shared equally unless otherwise agreed.
• Governing law and jurisdiction: These Terms and Conditions and any Engagement under them are governed by the laws of the Kingdom of Thailand. Any dispute that cannot be resolved through informal means or mediation shall be submitted to the exclusive jurisdiction of the courts of Bangkok, Thailand.
• The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.

General Provisions

• Entire agreement: These Terms and Conditions, together with the relevant engagement letter or proposal, constitute the entire agreement between the Parties with respect to the Engagement and supersede all prior discussions, representations, and agreements.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either Party to enforce any right under this Agreement does not constitute a waiver of that right.
• Assignment: Neither Party may assign their rights or obligations under this Agreement without the prior written consent of the other Party.
• Notices: Notices under this Agreement should be sent to the contact addresses stated in the engagement letter. Notices to Modelyn may be sent to [email protected].
• Relationship of Parties: Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the Parties. Modelyn is an independent advisory firm.

Changes to Terms

Modelyn may update these Terms and Conditions from time to time. When changes are made:

• The updated Terms and Conditions will be published on our website with a revised "Last Updated" date.
• For engagements already in progress, the Terms and Conditions in effect at the time the Engagement letter was issued continue to apply, unless both Parties agree in writing to adopt the updated terms.
• Continued use of Modelyn's services after the publication of updated Terms and Conditions constitutes acceptance of the updated terms for new engagements.

Contact Information

For questions or concerns about these Terms and Conditions, or to raise a matter relating to an Engagement: