Legal

Terms & Conditions

These terms set out the conditions under which Ember Cliff provides advisory services and under which you may use this website. Please read them carefully.

Last Updated: 12 May 2025 Effective Date: 12 May 2025

1. Definitions

"Agreement" means these Terms & Conditions together with any written engagement letter or scope document.

"We / Us / Our" refers to Ember Cliff, registered in Thailand, operating from 142 Phetchaburi Road, Bangkok 10400.

"You / Client" refers to the individual or organisation accessing this website or engaging our services.

"Services" refers to the operational advisory engagements we provide, including the Operational Assessment Session, Stabilisation Support Engagement, and Turnaround Advisory Engagement.

"Content" refers to all materials, documents, written outputs, and advisory notes produced by Ember Cliff during an engagement.

"Website" refers to the site accessible at embercliffx.world and its associated pages.

2. Acceptance of Terms

By accessing this website or engaging our services, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are acting on behalf of an organisation, you confirm you have the authority to bind that organisation.

Our services are intended for use by organisations and business professionals aged 18 or over. By proceeding, you represent that you meet this requirement.

3. Service Description

Ember Cliff provides general operational advisory services to business leaders and organisations. Our work is focused on non-regulated operational and process matters and does not constitute legal, financial, accounting, or therapeutic advice.

Services are currently offered to organisations based in or operating within Thailand. We reserve the right to decline an engagement where we determine it falls outside our areas of practice.

The specific scope, deliverables, and timeline of each engagement are agreed in writing prior to commencement. This written scope forms part of the Agreement.

4. User Responsibilities

You agree to use this website and our services in a lawful, respectful manner. Specifically, you agree not to:

  • Use the website or services for any unlawful purpose
  • Submit false, misleading, or fraudulent information
  • Attempt to gain unauthorised access to any part of our systems
  • Reproduce, republish, or distribute our website content without written consent
  • Interfere with the performance or security of this website

You agree to provide accurate information when enquiring or entering into an engagement, and to notify us promptly of any material changes that may affect the scope of our work.

5. Intellectual Property

All content on this website — including text, structure, design, and graphics — is the property of Ember Cliff or its licensors and is protected under applicable intellectual property laws.

Deliverables produced for a client during an engagement remain the property of Ember Cliff until payment is received in full. Upon full payment, the client receives a non-exclusive licence to use those materials internally for the purposes of the engagement.

You may not reproduce, adapt, or distribute our proprietary frameworks, templates, or advisory materials without prior written consent.

6. Payment Terms

Fees are quoted and invoiced in Thai Baht (฿). Current service fees are as follows:

Assessment Session

฿4,300

Stabilisation Engagement

฿21,500

Turnaround Advisory

฿35,500

Payment terms are specified in each engagement letter. Fees are typically due in advance or as agreed in writing. We accept bank transfer and other methods outlined at time of engagement.

Where a client cancels an engagement before commencement, a cancellation fee may apply as set out in the engagement letter. Fees for work already completed are non-refundable.

7. Service Delivery Terms

We will deliver services with reasonable care and skill in line with the agreed scope. Timelines are estimates unless explicitly stated as fixed dates in writing.

The client agrees to make key personnel available for agreed sessions and to provide information reasonably needed to conduct the engagement. Delays caused by the client's unavailability may affect delivery timelines.

Confidential information shared by the client during an engagement will be handled with discretion. Ember Cliff will not share client-specific operational details with third parties except where required by law or with the client's prior consent.

8. Disclaimers

Our services are provided on an "as is" basis for informational and advisory purposes only. Ember Cliff does not provide legal, financial, accounting, medical, or regulated professional advice of any kind.

We do not make any representations about the outcomes of applying our advisory recommendations. Results will depend on factors outside our control, including the actions of the client, market conditions, and third-party decisions.

The website and its content are provided without warranty of any kind, express or implied, including fitness for a particular purpose or uninterrupted availability.

9. Limitation of Liability

To the fullest extent permitted by applicable law, Ember Cliff's total liability to a client for any claim arising out of or in connection with an engagement shall not exceed the total fees paid by that client for the specific engagement giving rise to the claim.

We shall not be liable for any indirect, consequential, incidental, or special losses, including loss of profit, revenue, business opportunity, goodwill, or data, whether or not foreseeable.

Nothing in these terms limits liability for fraud, wilful misconduct, or any matter which cannot be excluded by law.

10. Indemnification

You agree to indemnify and hold harmless Ember Cliff, its advisors, and representatives from any claims, losses, or expenses (including reasonable legal costs) arising from your breach of this Agreement, your misuse of our services or website, or any false or inaccurate information you have provided.

11. Termination

Either party may terminate an engagement with reasonable written notice as specified in the engagement letter. We reserve the right to suspend or terminate services immediately where a client acts in breach of this Agreement or in a manner detrimental to our team or other clients.

Upon termination, fees for work completed to the termination date become immediately payable. Provisions relating to confidentiality, intellectual property, limitation of liability, and dispute resolution shall survive termination.

12. Dispute Resolution

This Agreement is governed by the laws of Thailand. In the event of a dispute, both parties agree to attempt informal resolution in good faith within 30 days of written notice of the dispute.

If informal resolution is not reached, disputes shall be referred to the courts of Bangkok, Thailand, which shall have exclusive jurisdiction, unless both parties agree in writing to an alternative resolution process such as mediation.

13. General Provisions

Entire Agreement. This Agreement, together with any written engagement letter, constitutes the entire agreement between the parties and supersedes all prior understandings.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force.

Waiver. Failure to enforce any provision shall not constitute a waiver of that right.

Assignment. You may not assign your rights or obligations under this Agreement without our prior written consent. We may assign our obligations to a qualified successor.

Notices. Formal notices should be sent in writing to the address or email listed in Section 15.

14. Changes to Terms

We may update these Terms & Conditions from time to time. Changes will be published on this page with a revised "Last Updated" date. Where material changes affect existing clients, we will make reasonable efforts to notify them directly. Continued use of this website or our services after a change is published constitutes acceptance of the updated terms.

15. Contact

For questions about these terms, or to exercise any rights under this Agreement, please contact:

Ember Cliff

142 Phetchaburi Road, Thanon Phaya Thai, Ratchathewi, Bangkok 10400, Thailand