Terms of Engagements

Terms of Engagements

Chirality Partners Effective Date: January 1, 2026

These Terms of Engagement govern all advisory, governance, leadership development, and stewardship services provided by Chirality Partners (“Chirality,” “we,” “our,” or “the Firm”) to clients (“Client,” “you,” or “your”).

By engaging our services, you agree to the following terms.

1. SCOPE OF SERVICES

All services are delivered in accordance with a written proposal, engagement letter, or service agreement issued by Chirality Partners prior to commencement of work. The defined scope in that agreement governs deliverables, timelines, fees, responsibilities, and reporting structures.

Work outside the agreed scope requires written approval from both parties before it is undertaken and may attract additional fees. Chirality does not commence substantive work prior to written agreement on scope and terms.

2. NATURE OF ADVISORY SERVICES

Chirality Partners provides strategic advisory, governance and system design, human capital development, and stewardship services. Our work provides strategic and structural guidance, supports decision-making, and installs governance and execution systems.

Final decisions and implementation authority remain with the Client in all cases — unless otherwise explicitly defined in a formal Enterprise Stewardship agreement where operational authority is formally delegated under a governed framework.

Our services do not constitute legal, financial, or regulatory advice. Clients requiring such advice should engage appropriately qualified professionals.

3. CLIENT RESPONSIBILITIES

The quality and effectiveness of our work depends on the Client’s active participation and cooperation. This includes providing timely access to relevant information and personnel, making full and accurate disclosure of all material facts, confirming access to key stakeholders where required for research or diagnostic work, adhering to agreed timelines and review processes, and ensuring executive-level participation at required engagement stages.

Chirality is not responsible for delays, incomplete outputs, or reduced engagement effectiveness caused by incomplete or inaccurate information provided by the Client, or by failure to meet Client-side commitments.

4. FEES & PAYMENT TERMS

Fees are defined in the engagement proposal and agreed in writing before work begins. Unless otherwise specified in the engagement agreement, invoices are payable within 7–14 days of issuance. Retainer-based engagements are billed monthly or quarterly in advance. Milestone-based engagements require agreed upfront payments at defined project stages.

Late payments may result in suspension of services without liability to Chirality Partners. Recommencement following suspension is subject to capacity and may require a revised engagement timeline.

All fees are exclusive of applicable taxes unless explicitly stated otherwise in the engagement proposal.

5. CONFIDENTIALITY

Chirality Partners treats all client information with strict institutional confidentiality. We do not disclose client identities, engagement details, or strategic information without explicit written consent. We do not reference client organizations in public-facing materials without prior authorization. Internal access to client information is restricted to personnel directly involved in the relevant engagement.

These confidentiality obligations survive the termination of any engagement and remain in force indefinitely unless the Client provides written consent to disclosure.

6. INTELLECTUAL PROPERTY

All proprietary methodologies, frameworks, tools, templates, diagnostic instruments, and materials developed by Chirality Partners remain the sole intellectual property of the Firm — including materials produced during or in connection with a client engagement unless otherwise agreed in writing.

Clients are granted a non-exclusive, non-transferable right to use engagement deliverables for internal business purposes only. Redistribution, resale, sublicensing, or replication of Chirality materials — in whole or in part — without prior written consent is strictly prohibited.

7. LIMITATION OF LIABILITY

Chirality Partners provides professional advisory services based on information supplied by the Client and circumstances as understood at the time of engagement. We apply rigorous methodology and professional judgment to every engagement. However, we do not guarantee specific financial outcomes, market performance results, investment returns, regulatory approvals, or organizational outcomes.

To the maximum extent permitted by applicable law, Chirality’s aggregate liability in connection with any engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.

8. CONFLICT OF INTEREST

We maintain internal conflict screening processes and apply them at the outset of every engagement. If a conflict of interest arises or becomes apparent during an engagement, we will disclose it to the Client promptly and determine appropriate steps — which may include implementing management measures or, where necessary, withdrawing from the engagement.

Chirality Partners does not accept engagements where a material unresolvable conflict exists.

9. TERMINATION

Either party may terminate an engagement by providing written notice in accordance with the notice period defined in the relevant engagement agreement. Upon termination, fees for all work completed to the date of termination remain payable. Work in progress at the time of termination may be invoiced on a proportional basis. All confidentiality obligations remain in full force following termination.

Enterprise Stewardship engagements are subject to additional termination provisions defined in the specific stewardship agreement, including minimum engagement periods and transition protocols.

10. ENTERPRISE STEWARDSHIP ENGAGEMENTS

Enterprise Stewardship services operate under an additional governance layer beyond these general Terms. Stewardship engagements are governed by formal governance framework agreements, documented authority boundaries, fiduciary obligations of the deployed steward, and defined supervision and reporting structures maintained by Chirality Partners.

Minimum engagement periods, transition protocols, and steward replacement procedures are defined in the specific stewardship agreement and take precedence over these general Terms where they apply to stewardship matters specifically.

11. FORCE MAJEURE

Chirality Partners shall not be liable for delays or failure to perform obligations due to events beyond reasonable control — including but not limited to natural disasters, acts of government or regulatory authority, civil disturbances, power failures, or significant technological disruptions. We will notify the Client promptly of any such event and its anticipated impact on the engagement.

12. GOVERNING LAW & DISPUTE RESOLUTION

Unless otherwise stated in the engagement agreement, these Terms are governed by the laws of the Federal Republic of Nigeria. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. Where a dispute cannot be resolved through negotiation within 30 days of written notice, parties may pursue appropriate legal remedies under Nigerian law.

13. ENTIRE AGREEMENT

These Terms of Engagement, together with the specific engagement letter or proposal issued for each matter, constitute the entire agreement between Chirality Partners and the Client with respect to the services described therein. They supersede all prior discussions, representations, and understandings whether written or oral.

Any amendment to these Terms or to an engagement agreement must be made in writing and signed by authorized representatives of both parties.

CONTACT

These Terms of Engagement, together with the specific engagement letter or proposal issued for each matter, constitute the entire agreement between Chirality Partners and the Client with respect to the services described therein. They supersede all prior discussions, representations, and understandings whether written or oral.

Any amendment to these Terms or to an engagement agreement must be made in writing and signed by authorized representatives of both parties.