Terms of Service

1. Scope and Application

These General Terms of Service (the "Terms") govern the professional services provided by Phi-NEXT (the "Service Provider") to its clients (the "Client"). They apply to all service proposals, mandates, and assignments between Phi-NEXT and the Client, unless otherwise expressly agreed in writing.

Phi-NEXT operates exclusively in a business-to-business (B2B) context. These Terms apply solely to legal entities and professional clients; they do not confer consumer rights.

By accepting a service proposal or signing a mission letter, the Client acknowledges having read and accepted these Terms in full.

2. Services

Phi-NEXT provides executive-level advisory and interim management services, including but not limited to:

• Executive Interim Management — temporary C-level positioning and operational leadership;
• PlanB© — Critical Intervention — rapid-response operational and structural crisis management;
• ComPaaS© — Compliance as a Service — ongoing regulatory compliance advisory (DORA, NIS2, GDPR, EU AI Act, ISO 27001);
• Delphi© — Decision Intelligence — structured decision-support frameworks and analytical advisory.

The specific scope, deliverables, timeline, and fees for each engagement are defined in a written mission letter or service agreement countersigned by both parties (the "Engagement Agreement"). These Terms apply in complement to any Engagement Agreement; in case of conflict, the Engagement Agreement prevails.

3. Proposals and Formation of Contract

Service proposals issued by Phi-NEXT are valid for thirty (30) calendar days from the date of issue unless otherwise stated. A contract is formed only upon written acceptance of the proposal by the Client and countersignature by Phi-NEXT. Phi-NEXT reserves the right to decline any engagement at its sole discretion.

4. Fees and Payment

Service fees are set out in the relevant Engagement Agreement and are expressed exclusive of VAT. VAT is applied at the rate applicable under Luxembourg law at the date of invoicing.

Unless otherwise agreed in writing:

• Invoices are issued monthly or upon agreed milestones;
• Payment is due within thirty (30) calendar days of the invoice date;
• Late payments bear statutory interest at the rate applicable under Luxembourg commercial law from the due date, without need for a formal notice;
• Phi-NEXT reserves the right to suspend services if payment is overdue by more than fifteen (15) calendar days after written notice to the Client.

Out-of-pocket expenses (travel, accommodation, third-party costs) incurred by Phi-NEXT in the course of an engagement are reimbursed by the Client at cost upon presentation of receipts, unless a fixed allowance has been agreed.

5. Client Obligations

The Client undertakes to:

• Provide Phi-NEXT with accurate, complete, and timely information necessary for the performance of the services;
• Grant Phi-NEXT access to relevant personnel, systems, and documentation as reasonably required;
• Designate a responsible point of contact with authority to make decisions within the agreed scope;
• Notify Phi-NEXT promptly of any changes in circumstances that materially affect the engagement;
• Pay all invoices in accordance with the agreed terms.

6. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with an engagement, and to use such information solely for the purposes of that engagement. This obligation survives termination of the engagement for a period of three (3) years.

Phi-NEXT may disclose confidential information to the extent required by law or by order of a competent court or regulatory authority, provided Phi-NEXT gives the Client prompt written notice to the extent permitted by law.

7. Intellectual Property

Unless otherwise expressly agreed in the Engagement Agreement, deliverables produced by Phi-NEXT for the Client under a paid engagement are assigned to the Client upon receipt of full payment. Phi-NEXT retains all rights in its pre-existing methodologies, frameworks, tools, and know-how, including the Delphi©, PlanB©, and ComPaaS© methodologies.

8. Limitation of Liability

Phi-NEXT's aggregate liability to the Client under or in connection with any single engagement shall not exceed the total fees paid by the Client for that engagement in the twelve (12) months preceding the claim.

Phi-NEXT shall not be liable for any indirect, consequential, special, or punitive damages, loss of profit, loss of data, or loss of business opportunity, even if Phi-NEXT has been advised of the possibility of such loss.

These limitations do not apply in cases of fraud, wilful misconduct, or gross negligence.

9. Termination

Either party may terminate an ongoing engagement by giving thirty (30) calendar days' written notice, unless a different notice period is specified in the Engagement Agreement. Work completed and expenses incurred up to the effective date of termination are invoiced and remain due.

Phi-NEXT may terminate with immediate effect if the Client materially breaches these Terms or the Engagement Agreement and fails to remedy the breach within fifteen (15) days of written notice.

10. Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including but not limited to acts of God, war, pandemic, regulatory changes, or telecommunications failures. The affected party shall promptly notify the other and both parties shall cooperate in good faith to mitigate the impact.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The parties shall first attempt to resolve any dispute through good-faith negotiation. Failing resolution within thirty (30) days of written notice of the dispute, any claim shall be submitted to the exclusive jurisdiction of the courts of Luxembourg.

12. Miscellaneous

These Terms, together with any Engagement Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior representations, negotiations, or understandings. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force.

13. Contact

For any questions regarding these Terms of Service, please contact:

Email: contact@phi-next.lu