Terms of Engagement

1. Scope of Engagement

Forma Flaga provides corporate architecture advisory services: structural scenario design, tax modelling, substance analysis, risk mapping, and implementation coordination across jurisdictions. Each engagement is defined by a written Engagement Letter specifying deliverables, timelines, and fees. Services outside the scope of the Engagement Letter are subject to a separate agreement.

2. Engagement Process

All engagements begin with a Discovery Call (30 minutes, no charge). A formal engagement requires a signed Engagement Letter and receipt of the applicable deposit. Forma Flaga does not begin substantive work until both conditions are satisfied. You are not obligated to proceed to Stage 02 after completing Stage 01.

3. Fees and Payment

Fees are stated in the Engagement Letter in EUR. Stage 01 (Corporate Architecture) is a fixed fee, invoiced 50% upon signing and 50% upon delivery. Stage 02 (Implementation) is structured as a Management Fee plus a Success Fee on a milestone basis, as specified in the Engagement Letter. Invoices are due within 14 days. Late payments accrue interest at 1.5% per month.

4. Confidentiality

Forma Flaga treats all client information as strictly confidential. We do not disclose client identities, structures, or strategies to third parties except as required by applicable law or as necessary to engage local providers under your instruction. Local providers engaged on your behalf are bound by equivalent confidentiality obligations.

5. Not Legal or Tax Advice

Forma Flaga provides structural advisory and coordination services. Our work product constitutes professional opinion and strategic recommendation, not legal advice, tax advice, or regulated financial advice. You are responsible for obtaining independent legal and tax counsel in each relevant jurisdiction. Forma Flaga does not accept liability for decisions made without such independent advice.

6. Limitation of Liability

Forma Flaga's aggregate liability for any claim arising under or in connection with an engagement is limited to the fees paid by you for the specific engagement giving rise to the claim. We are not liable for indirect, consequential, or punitive damages of any kind. This limitation does not apply to liability arising from gross negligence or wilful misconduct.

7. Intellectual Property

All work product delivered under Stage 01 (architecture scenarios, structural models, implementation roadmap) becomes your property upon full payment of Stage 01 fees. Forma Flaga retains rights to its underlying methodologies, frameworks, and templates. We may reference the engagement category (not client identity) in anonymised portfolio materials unless you request otherwise in writing.

8. Termination

Either party may terminate an engagement with 14 days' written notice. Upon termination, you are liable for fees corresponding to work completed up to the termination date. Forma Flaga will deliver all completed work product within 7 days of termination. Deposits for unstarted milestones are refundable within 30 days.

9. Governing Law

These terms are governed by the laws of Portugal. Any dispute that cannot be resolved amicably will be submitted to the competent courts of Lisbon, Portugal. Where an Engagement Letter specifies a different governing law, those terms prevail.

10. Amendments

Forma Flaga may update these terms from time to time. Material changes will be communicated in writing at least 30 days before taking effect. Continued engagement after the effective date constitutes acceptance. The version of these terms in effect at the time of signing an Engagement Letter governs that engagement.

Questions about these terms?

Reach out before signing an Engagement Letter. We are happy to clarify any point.