Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Agreement" means these Terms and Conditions together with any engagement letter or statement of work
• "Client" or "you" refers to the individual or organization engaging our services
• "Services" means the consulting services provided by Tessera as described in the engagement documentation
• "We," "us," or "our" refers to Tessera
• "Website" means the Tessera website at tesseols.info
• "Deliverables" means work products specified in the engagement scope

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our website or services.

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

3. Service Description

Tessera provides business consulting services focused on organizational design, digital transformation, and mergers and acquisitions advisory. Our services are delivered on a project basis as outlined in individual engagement letters or statements of work.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of any material changes affecting active engagements.

4. Engagement Process

4.1 Engagement Agreement

Services commence upon execution of an engagement letter or statement of work that specifies scope, deliverables, timeline, and fees. The engagement agreement, together with these Terms and Conditions, constitutes the complete agreement between parties.

4.2 Scope Changes

Any changes to engagement scope, deliverables, or timeline require mutual written agreement. Scope changes may result in fee adjustments and timeline extensions.

4.3 Client Responsibilities

Clients agree to provide timely access to necessary information, personnel, and resources required for service delivery. Delays resulting from client-side constraints may affect project timelines and deliverables.

5. Fees and Payment

5.1 Fee Structure

Fees are specified in the engagement agreement and may be structured as fixed project fees, hourly rates, or retainer arrangements. All fees are quoted in Hong Kong Dollars (HKD) unless otherwise stated.

5.2 Payment Terms

Payment is due within 30 days of invoice date unless otherwise specified in the engagement agreement. Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Expenses

Unless specified otherwise, fees do not include out-of-pocket expenses such as travel, accommodation, or third-party services. Such expenses, when pre-approved, will be billed at cost plus a reasonable administrative fee.

5.4 Taxes

Fees are exclusive of applicable taxes, duties, or government charges, which shall be the Client's responsibility.

6. Intellectual Property

6.1 Our Intellectual Property

All methodologies, frameworks, tools, and pre-existing intellectual property used in delivering services remain our exclusive property. We grant Clients a non-exclusive, non-transferable license to use Deliverables for their internal business purposes.

6.2 Client Materials

All data, information, and materials provided by Client remain Client's property. Client grants us a limited license to use such materials solely for purposes of delivering the engaged services.

6.3 Deliverables

Upon full payment of fees, Client receives ownership of custom deliverables created specifically for their engagement, subject to our retention of underlying methodologies and frameworks.

7. Confidentiality

We maintain strict confidentiality regarding all Client information and engagement details. We will not disclose confidential information except:

• With Client's prior written consent
• To team members and service providers under confidentiality obligations
• When required by law or regulatory authority
• To the extent necessary to enforce our rights under this Agreement

Confidentiality obligations survive termination of the engagement.

8. Warranties and Disclaimers

8.1 Professional Standards

We warrant that services will be performed with reasonable care and skill consistent with prevailing professional standards in the consulting industry.

8.2 No Guarantees

We provide strategic advice and recommendations but cannot guarantee specific business outcomes or results. Implementation decisions and outcomes remain the Client's responsibility.

8.3 Not Professional Advice

Our services constitute business consulting, not legal, accounting, or financial advice. Clients should consult appropriate licensed professionals for such matters.

8.4 Website Disclaimer

Website content is provided for informational purposes only. We make no warranties regarding accuracy, completeness, or currentness of website information.

9. Limitation of Liability

To the maximum extent permitted by Hong Kong law:

Our total liability arising from any engagement shall not exceed the fees paid by Client for that specific engagement. We shall not be liable for indirect, consequential, special, incidental, or punitive damages including but not limited to loss of profits, business interruption, or loss of data.

This limitation applies regardless of the legal theory upon which liability is based and even if we have been advised of the possibility of such damages.

10. Indemnification

Client agrees to indemnify and hold harmless Tessera, its officers, employees, and agents from any claims, damages, or expenses (including reasonable legal fees) arising from Client's breach of this Agreement or misuse of our services or deliverables.

11. Termination

11.1 Termination for Convenience

Either party may terminate an engagement upon 14 days written notice. Client remains responsible for fees for work completed through the termination date plus reasonable wind-down costs.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 14 days of notice.

11.3 Effect of Termination

Upon termination, Client shall pay all outstanding fees and expenses. Provisions regarding confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.

12. Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.

12.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Hong Kong for resolution of any disputes arising from this Agreement.

12.3 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation. If negotiation fails within 30 days, either party may pursue formal dispute resolution.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any engagement agreement, constitute the entire agreement between parties and supersede all prior understandings.

13.2 Amendments

We may update these Terms and Conditions by posting revised terms on our website. Continued use of services after changes constitutes acceptance. Material changes to active engagements require mutual written agreement.

13.3 Severability

If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

13.5 Assignment

Client may not assign or transfer rights or obligations under this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of business.

13.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, or labor disputes.

14. Contact Information

For questions regarding these Terms and Conditions, please contact: