Terms & Conditions

1. General

These Terms and Conditions (“Terms”) govern the access to and use of the services provided by SEWANO Group s.r.o. (hereinafter referred to as the “Service Provider”) to the contracting party (hereinafter referred to as the “Client”). The services include, without limitation, any website access, communications, or business development support (collectively referred to as the “Services”).

By engaging or using the Services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms. If the Client does not agree to these Terms, they are not authorized to access or use the Services.

The Services are available exclusively to:

legal entities duly registered and authorized to enter into binding contracts under applicable law, or
individuals of legal age and capacity to form binding contracts.

By using the Services, the Client represents and warrants that they meet these eligibility requirements.

For any questions regarding these Terms or the Services, please contact the Service Provider at: info@sewano.com

2. Services

2.1 Scope of Services

The Service Provider offers professional B2B sales and business development support designed to help clients expand their market presence, acquire partners, and strengthen commercial relationships.

The Services may include, but are not limited to:

Market research, competitor analysis, and opportunity assessment;
Partner, distributor, or client identification and outreach;
Targeted lead generation and contact nurturing;
Coordination of business meetings, whether virtual or in-person;
Local market representation and communication with potential partners;
Full sales cycle management, including negotiation support and post-deal follow-up.

The exact scope, deliverables, timeline, and pricing for each project shall be defined in a separate written agreement or project confirmation approved by both parties before commencement.

2.2 Nature of Services

The Services provided are consultative and facilitative in nature.
While the Service Provider commits to applying industry best practices, data-driven methodologies, and strategic tools (including automation and AI solutions), the Client acknowledges that the Services are intended to support business development, not to guarantee specific results such as revenue growth, sales volume, or partnership success.

2.3 Adjustments and Modifications

Should the Client request changes to the project scope, timelines, or deliverables after commencement, the Service Provider reserves the right to
(i) review the feasibility of such changes, and
(ii) issue a revised proposal or cost adjustment prior to implementation.

Any modifications to the agreed scope must be confirmed in writing (including email) by both parties to be valid.

2.4 Limitation of Scope

The Service Provider does not act as a financial intermediary, legal representative, or agent authorized to enter into binding agreements on behalf of the Client, unless explicitly agreed in writing.
All decisions regarding negotiations, contract signing, or financial commitments remain solely the responsibility of the Client.

3. Responsibilities and Cooperation

3.1 Client Responsibilities

The Client agrees to:

Provide accurate, complete, and up-to-date information, materials, and documentation necessary for the execution of the Services;
Grant timely access to relevant data, contacts, and communication channels required for project delivery;
Respond promptly to inquiries, approvals, and feedback requests from the Service Provider;
Ensure that all third-party data or materials shared are lawfully obtained and free of any rights infringement;
Notify the Service Provider of any changes that may affect project execution, including internal decisions, priorities, or partner availability.

Failure by the Client to provide necessary information, approvals, or cooperation may lead to project delays, reduced performance, or incomplete deliverables — for which the Service Provider shall bear no liability.

3.2 Service Provider Responsibilities

The Service Provider shall:

Perform the Services with professional diligence, care, and integrity, in accordance with recognized industry standards;
Apply strategic, data-driven methods to identify, approach, and engage suitable partners or business leads;
Represent the Client’s brand and values with professionalism, accuracy, and discretion;
Maintain clear and transparent communication regarding progress, deliverables, and potential challenges;
Use technological and analytical tools responsibly to enhance project outcomes, while safeguarding data integrity and compliance with privacy laws.

The Service Provider shall not be held responsible for factors outside its control, including market fluctuations, third-party responses, client-side delays, or strategic business decisions made by the Client.

3.3 Mutual Cooperation

Both parties agree that the successful execution of the Services depends on open communication, trust, and active participation.

Accordingly:

Both parties shall maintain regular, constructive communication throughout the engagement;
Each party agrees to act in good faith, respond within reasonable timeframes, and work collaboratively toward the project objectives;
Should unforeseen circumstances arise (such as regulatory restrictions, force majeure, or third-party issues), both parties will work jointly to adjust timelines or methodologies in a fair and reasonable manner.

3.4 Professional Independence

The Service Provider operates as an independent contractor, not as an employee, partner, or agent of the Client.
Nothing in this Agreement shall create an employment, joint venture, or agency relationship between the parties.
Each party remains solely responsible for its own personnel, taxes, and legal obligations.

4. Fees and Payment

4.1 Fee Structure and Confirmation

The fees for the Services shall be clearly specified in a separate project agreement, written offer, or invoice before the start of the engagement.

Each fee structure (fixed, hourly, or project-based) will be agreed upon in writing and may include applicable taxes or expenses where relevant.

4.2 Advance Payment and Instalments

Payment for the Services shall be made in advance or in instalments according to the schedule mutually agreed before the project begins.

No work will commence until the first agreed payment (deposit or full fee) has been received.
This ensures commitment from both sides and proper allocation of resources for project execution.

4.3 Accepted Payment Method

All payments must be made by bank transfer to the Service Provider’s designated account unless otherwise agreed in writing.

The Client shall bear any applicable bank or currency conversion fees, ensuring that the full invoiced amount is received by the Service Provider.

4.4 Late Payments

In the event of late payment:

The Service Provider reserves the right to pause or suspend the delivery of Services until full payment has been received.
The Service Provider further reserves the right to charge interest and/or an administrative fee on any overdue amounts, in accordance with applicable law and standard business practices.
The Client shall also reimburse any reasonable costs incurred in recovering overdue payments, including collection or legal expenses.

4.5 Changes in Project Scope

If the Client requests modifications, additions, or extensions beyond the initially agreed scope of Services, the Service Provider shall provide a written estimate of any additional costs or timeline adjustments before proceeding.

Such changes shall only take effect once both parties have confirmed them in writing.

4.6 Non-Refundable Fees

All payments made for Services already performed, scheduled, or allocated are non-refundable, as these represent dedicated time, resources, and opportunity costs for the Service Provider.
If the Client terminates the engagement early, any unearned portion of advance fees may be partially credited only at the Service Provider’s discretion, depending on work progress and commitments made.

4.7 Invoicing and Documentation

Invoices will be issued electronically unless otherwise requested.
Each invoice will specify:

The Service period or project phase covered,
The agreed fee or milestone, and
Payment instructions.

By accepting the invoice and continuing the engagement, the Client confirms acknowledgment of the agreed fee terms.

4.8 Taxes and Compliance

All fees are exclusive of applicable taxes, unless explicitly stated otherwise.
The Client is responsible for any applicable VAT, withholding, or other taxes imposed by local law, except for taxes based on the Service Provider’s income.

5. Confidentiality

5.1 Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means any information, data, document, or material disclosed, whether orally, in writing, electronically, or by any other means, by either party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Services.

Confidential Information includes, but is not limited to:

business plans, strategies, or concepts;
client, partner, or supplier information;
contact databases and leads;
financial or commercial data;
pricing structures, proposals, and contracts;
marketing and sales methodologies;
project details, discussions, and internal communications.

Confidential Information does not include information that:

was publicly available at the time of disclosure or becomes public through no fault of the Receiving Party;
was lawfully obtained by the Receiving Party from a third party without confidentiality obligations; or
was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5.2 Obligations of Confidentiality

Both the Service Provider and the Client agree to:

keep all Confidential Information strictly confidential;
use such information solely for the purpose of performing or receiving the Services;
restrict access to such information only to employees, agents, or subcontractors who have a legitimate need to know and are bound by equivalent confidentiality obligations;
implement reasonable technical, organizational, and legal measures to protect against unauthorized access, loss, or disclosure of Confidential Information.

No Confidential Information may be copied, transmitted, or disclosed to any third party without the prior written consent of the Disclosing Party, except as required by law or court order.

5.3 Data Protection and Security

The Service Provider shall handle all personal and business data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR).

All information provided by the Client shall be:

securely stored on encrypted systems;
used exclusively for the execution of the agreed Services;
not shared, sold, or transferred to third parties for any commercial purpose;
retained only as long as necessary for project completion or as required by law.

Upon written request from the Client, the Service Provider shall delete or return all Confidential Information and data after completion or termination of the engagement, except where retention is required for legitimate business or legal purposes.

5.4 Duration of Confidentiality

The confidentiality obligations set out in this section shall remain in force during the entire term of the engagement and for a period of two (2) years following its termination or completion, unless otherwise agreed in writing.

Certain information, such as trade secrets or proprietary methodologies, shall remain protected indefinitely, until such time as the information becomes public by lawful means.

6. Intellectual Property

Ownership of Materials and Deliverables

All materials, documents, strategies, templates, methodologies, software, and any other content created, developed, or provided by the Service Provider in connection with the Services (collectively, the “Materials”) shall remain the sole property of the Service Provider, unless otherwise agreed in writing.

The Client acknowledges that all intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and know-how, arising from or related to the Services, belong exclusively to the Service Provider.

Unless expressly agreed in writing, the delivery of any Materials does not transfer ownership or grant any intellectual property rights beyond the limited right of use described below.

Client’s License to Use

The Client is granted a limited, non-exclusive, non-transferable, and revocable license to use the Materials solely for the internal business purposes related to the specific project or engagement covered by the agreement.

The Client shall not:

copy, reproduce, or distribute the Materials to any third party;
modify, adapt, or reverse-engineer any part of the Materials;
use the Materials for any purpose outside the agreed project scope;
claim ownership or authorship of any content, documents, or concepts created by the Service Provider.

Any unauthorized use of the Materials will be considered a material breach of these Terms and may lead to suspension or termination of the license. The Service Provider reserves the right to take appropriate legal or contractual measures if necessary to protect its intellectual property.

Client Materials

If the Client provides materials, data, or content necessary for the execution of the Services (the “Client Materials”), such items shall remain the property of the Client.
The Client grants the Service Provider a limited right to use, process, and reproduce such materials solely for the purpose of performing the Services.

The Client warrants that it owns or has obtained all necessary rights and permissions for such use and agrees to indemnify and hold the Service Provider harmless from any claims or damages arising from the use of Client Materials that infringe third-party rights.

Retention of Work Files

The Service Provider reserves the right to retain copies of all work files, communications, and project documentation created during the engagement for internal recordkeeping, legal compliance, and portfolio demonstration purposes, unless the Client requests in writing that such data be deleted after project completion.

7. Liability Limitation

7.1 Standard of Care

The Service Provider agrees to perform the Services with reasonable care, skill, and diligence, consistent with generally accepted professional standards in the industry.

However, the Client acknowledges that the outcome of business development or sales-related activities can be influenced by numerous external factors beyond the Service Provider’s control — including but not limited to market fluctuations, client-side decisions, partner responses, or regulatory changes.

7.2 Exclusion of Consequential Damages

Under no circumstances shall the Service Provider be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to:

loss of profits or revenue,
loss of anticipated business opportunities,
reputational damage,
data loss, or
third-party claims,
arising from or related to the performance of the Services, even if the Service Provider was advised of the possibility of such damages.

7.3 Limitation of Direct Damages

To the maximum extent permitted by law, the total cumulative liability of the Service Provider for any and all claims, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client under this Agreement during the three (3) months immediately preceding the event giving rise to such claim.

This limitation reflects a fair allocation of risk between the parties and is an essential basis of the commercial arrangement.

7.4 Force Majeure

Neither party shall be held liable for delays, interruptions, or failures in performance resulting from circumstances reasonably beyond their control, including but not limited to natural disasters, war, civil unrest, government restrictions, epidemics, or failures of telecommunications or internet infrastructure.
In such cases, the affected party shall notify the other promptly and both shall make reasonable efforts to resume performance as soon as possible.

7.5 Client Acknowledgment

The Client acknowledges and agrees that the Service Provider’s role is advisory and facilitative, and that final business or contractual decisions always remain the responsibility of the Client.
The Service Provider’s liability is strictly limited to the proper execution of agreed Services, not to the business outcomes or decisions made based on its input or recommendations.

8. Termination

8.1 Termination by Either Party

Either party may terminate this Agreement with 30 days’ written notice to the other party, for any reason, provided that all outstanding fees for Services rendered up to the effective date of termination are paid in full.

Written notice may be delivered via email or other documented communication channels, and shall be deemed effective upon receipt.

8.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

materially breaches any provision of this Agreement and fails to remedy such breach within seven (7) business days after receiving written notice thereof;
becomes insolvent, enters into liquidation, or is otherwise unable to fulfill its contractual obligations;
engages in conduct that materially damages the reputation or legitimate interests of the other party.

8.3 Effect of Termination

Upon termination, the following shall apply:

The Client shall promptly pay all outstanding invoices and fees due for Services provided up to the effective termination date;
Any non-cancellable commitments made by the Service Provider on behalf of the Client prior to termination (e.g. pre-booked research, subcontractor hours, or outreach tools) shall also be reimbursed;
The Service Provider shall, upon full settlement of dues, deliver all completed deliverables and relevant materials created up to that point;
Both parties shall immediately cease use of the other’s confidential or proprietary information, as governed by the Confidentiality and Intellectual Property clauses of this Agreement.

8.4 No Refund Policy

Unless otherwise agreed in writing, all payments made for Services already performed or reserved are non-refundable, even if the Client chooses to terminate the project early.

This reflects the time, resource allocation, and opportunity cost undertaken by the Service Provider in preparing and executing the Services.

8.5 Survival of Clauses

The provisions of this Agreement that, by their nature, should survive termination — including but not limited to Confidentiality, Intellectual Property, Liability Limitation, and Payment Obligations — shall remain in full force and effect following termination.

9. Governing Law & Dispute Resolution

9.1 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of Slovakia, without regard to conflict of law principles.

9.2 Good Faith Resolution

In the event of any dispute, disagreement, or claim arising from or related to this Agreement, both parties agree to make reasonable efforts to resolve the matter amicably and in good faith through direct communication before taking any formal legal action.

9.3 Jurisdiction

Unless otherwise agreed, any legal proceedings arising out of or relating to this Agreement shall be brought exclusively before the competent courts of Slovakia, where the Service Provider is legally registered.

Both parties irrevocably submit to the jurisdiction of such courts.

9.4 Language of the Agreement

This Agreement and all related documents or communications shall be conducted in English, unless both parties agree otherwise in writing.
In case of any translation, the English version shall prevail for interpretation and enforcement purposes.

9.5 Entire Agreement and Amendments

This Agreement, together with any project-specific documentation or written confirmations, constitutes the entire understanding between the Service Provider and the Client with respect to the Services.
Any modification, amendment, or waiver of these Terms shall only be valid if made in writing and mutually agreed upon by both parties

10. Final Provisions

10.1 Updates to Terms

The Service Provider reserves the right to amend, update, or revise these Terms at any time, provided that such changes are published on the official website or communicated directly to existing Clients.

10.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or competent authority, the remaining provisions shall remain in full force and effect.
The invalid or unenforceable clause shall be replaced by a valid provision that most closely reflects the intent of the original.

10.3 No Waiver

The failure of either party to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.
Any waiver must be made explicitly in writing and shall apply only to the specific instance for which it was granted.

10.4 Assignment

The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of the Service Provider.

The Service Provider, however, may assign or subcontract parts of the Services to trusted partners or affiliates, provided that such delegation does not compromise confidentiality or service quality.

10.5 Notices and Communication

All notices, approvals, or formal communications under these Terms shall be made in writing and sent via email or registered post to the addresses specified in the respective project agreement or on the Service Provider’s website.
Electronic communications shall be deemed received on the day of transmission, unless proven otherwise.

10.6 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Client and the Service Provider.
Each party acts as an independent contractor, responsible for its own obligations, taxes, and liabilities.

10.7 Survival

Any provisions that by their nature are intended to survive termination — including, but not limited to, Confidentiality, Intellectual Property, Fees and Payment, and Liability Limitation — shall remain in effect even after the termination or expiration of the engagement.

10.8 Entire Agreement

These Terms, together with any referenced agreements, project confirmations, or written communications, constitute the entire understanding between the Service Provider and the Client regarding the Services.
They supersede all prior discussions, proposals, or understandings, whether oral or written, relating to the same subject matter.

Effective Date: 10.04.2025