Terms & Conditions of Service

1. Introduction and Scope

These Terms and Conditions (“Terms”) govern all services provided by Fifth Axis, a sole proprietorship based in Munich, Germany (“Fifth Axis”, “Company”, “we”, or “us”), to the client engaging our services (“Client” or “you”). Fifth Axis specializes in brand and logo creation, market research analysis (including market, competitive, and customer analysis), go-to-market strategy development, and business plan creation (collectively, the “Services”). By accepting a Fifth Axis project proposal or quote, or by otherwise instructing us to commence Services, you acknowledge and agree to be bound by these Terms. These Terms form an integral part of any contract between Fifth Axis and Client for the provision of Services. All Services are provided remotely (online) without a physical storefront, and deliverables will typically be transmitted electronically (e.g. via email or secure cloud transfer). The Client is responsible for ensuring a valid email address and technical means to receive deliverables.

2. Services Offered

Fifth Axis offers the following professional consulting and creative services (each an “Individual Service”) which may be purchased separately or bundled into Silver, Gold, or Platinum Service Packages according to Client needs:

a) Brand and logo content creation;

b) Deep‑research market analysis (market, competitive, pricing and customer analysis);

c) Go‑to‑market strategy development;

d) Business plan creation.

Details of inclusions for Silver, Gold, and Platinum packages will be set out in the relevant quote or Statement of Work (SOW). Any service not listed or expressly included in the SOW is outside the scope and may require a separate agreement or addendum.

3. Performance of Services in Good Faith

Fifth Axis will perform the agreed Services with professional care, diligence, and in good faith, applying human insight and industry best practices. All research, analysis, and recommendations are prepared to the best of our knowledge and reviewed with human expertise. Deliverables (such as reports, analyses, strategies, designs, and plans) are based on information available and assumptions made at the time of delivery, and are only valid as of that date. The Client understands and accepts that business research and strategic analysis are inherently point-in-time exercises; markets, consumer preferences, and competitive landscapes can evolve rapidly. Fifth Axis conducts its analyses with the diligence of an ordinary prudent businessperson, but the Client is aware that any analysis of a company, market, or strategy also implies a degree of unpredictability 1 . While we strive for accuracy and relevance in our deliverables, we do not guarantee that the information will remain accurate or unchanged after delivery, nor that the analysis covers every possible development. Any forecasts, estimates, or opinions given are made in good faith and on the basis of information known to us at the time, and no further warranty is given as to their continued validity.

4. No Guarantee of Outcomes; Client Responsibility

By engaging our Services, the Client acknowledges that no guarantee of success or specific outcomes is promised or can be relied upon. The nature of business strategy and market analysis is such that ultimate results depend on numerous factors beyond Fifth Axis’s control Fifth Axis will provide insights and recommendations, but the Client’s business decisions, implementation efforts, market conditions, competitive actions, and other unpredictable factors will significantly affect actual outcomes. The subject matter of our engagement is the provision of consulting deliverables and not the achievement of a particular economic or business result. Therefore, Fifth Axis makes no warranty or representation that the Services or deliverables will result in any specific increase in revenue, market share, funding success, or any other particular outcome. Any examples of potential outcomes discussed (such as business growth or successful market entry) are illustrative only and not guaranteed.

The Client agrees that it remains solely responsible for all decisions and actions it takes in its business, even if those decisions are made based on our deliverables or recommendations. Fifth Axis, its owner, and its representatives shall not be liable or accountable for any events, changes, or consequences that occur after the deliverables have been provided, including (but not limited to) changes in market conditions, the Client’s execution of business plans, business risks materializing, or any other post-delivery developments. Success is dependent on innumerable factors outside our control, and the Client assumes all risks related to the use of the deliverables and the outcomes of its business endeavors We strongly advise Clients to carefully consider our findings in context and, where appropriate, seek additional independent advice (for example, legal, financial, or technical advice) before making significant business decisions.

5. Quotes, Orders, and Formation of Contract

All Service engagements typically begin with Fifth Axis providing a written quote or proposal outlining the scope of Services, deliverables, estimated timeline, and fees. Quotes are valid for the period stated therein (or, if no period is stated, for 30 days from the date of issuance). By signing the quote, sending a written acceptance (including acceptance by email), or otherwise indicating acceptance of the quote, the Client confirms its order of the Services under the terms of the quote and these Terms. Upon Fifth Axis’s receipt of the Client’s acceptance of a quote, and the Client’s agreement to these Terms, a binding contract is formed. No work will commence until a quote or service agreement is accepted in writing and these Terms are agreed to. Any terms or conditions proposed by the Client (for example, in a purchase order) that deviate from or add to these Terms shall not apply unless expressly agreed in writing by Fifth Axis. 

Once the contract is formed, Fifth Axis will render the Services as described in the accepted quote, in accordance with these Terms. Both parties may mutually agree in writing to changes in scope, fees, or timeline; absent such agreement, the originally agreed scope and terms will govern. The Client shall provide timely access to any information, resources, or cooperation reasonably required by Fifth Axis to perform the Services. Delays in providing required information or approvals may result in adjustments to timelines or deliverables.

6. Fees, Invoicing, and Payment Terms

6.1 Fees and VAT – Fees are quoted in Euro and include German VAT at the statutory rate of 19 % if the Client is based in Germany. If the Client is based outside of Germany the responsibility of paying the applicable VAT or local statutory tax remains the responsibility of the Client. The Client bears all bank charges, wire fees, and currency‑exchange costs. Fifth Axis will invoice the Client for the fees as per the schedule in the quote (for example, upon completion of the Services, or at interim milestones, or as otherwise agreed). If no specific schedule is stated, the full fee will be invoiced upon completion of the Services or delivery of the final deliverable.

6.2 Invoicing – Fifth Axis will invoice the Client for the fees as per the schedule in the quote (for example, upon completion of the Services, or at interim milestones, or as otherwise agreed). If no specific schedule is stated, the full fee will be invoiced upon completion of the Services or delivery of the final deliverable. The full fee is invoiced upon delivery. Invoices are payable in full within thirty (30) calendar days from the invoice date (“Net 30”).

6.3 Late Fees – If the Client fails to pay an invoice in full within 30 days of the invoice date, the Client will be in default of its payment obligations. In the event of late payment, Fifth Axis reserves the right to charge a late payment fee of ten percent (10%) of the outstanding invoice amount on any sum that remains unpaid after the 30-day payment period  . The late fee may be added to the outstanding invoice or invoiced separately, and is payable immediately upon imposition. This late fee is a reasonable pre-estimate of additional administrative and financial costs to Fifth Axis due to delayed payment, and is not intended as a penalty. In addition to the late fee, Fifth Axis shall be entitled to claim statutory default interest in accordance with applicable law, or any higher interest or costs (including reasonable legal fees and collection costs) incurred if it becomes necessary to pursue the debt through further means. Fifth Axis also reserves the right to suspend further work or withhold deliverables if the Client’s payment is past due, following written notice to the Client. All obligations of the Client to pay for Services provided survive any termination or completion of the contract.

6.4 Refunds - Unless otherwise required by law or expressly agreed by Fifth Axis, all payments made are non-refundable. Once Services have been rendered (either partially or in full) or deliverables have been provided to the Client, the Client is obligated to pay for the Services as agreed. If the Client chooses to terminate a project early (when no breach by Fifth Axis has occurred), the Client will remain responsible for payment for all work performed up to the termination date and any non-cancellable expenses incurred by Fifth Axis on the Client’s behalf.

7. Intellectual Property and Use Restrictions

7.1 Deliverables and Assignment of Rights - All reports, analyses, designs, strategy documents, presentations, and other work products delivered by Fifth Axis to the Client under the contract (“Deliverables”) are the intellectual property of Fifth Axis until full payment has been received from the Client. Ownership of all intellectual property rights in the Deliverables shall transfer to the Client only upon Fifth Axis’s receipt of full and final payment of all fees due for the Services 5 . This means that prior to full payment, Fifth Axis retains all rights to the Deliverables and merely grants the Client a personal, non-transferable, revocable license to use the Deliverables for the purpose of evaluating them internally. If full payment is not made, Fifth Axis may revoke the Client’s right to use the Deliverables and may exercise its rights (including copyright) to protect its work – for example, by requiring return or destruction of Deliverables not paid for, and/or by pursuing legal remedies for breach of contract or infringement if the Deliverables are used without authorization.

Upon full payment, Fifth Axis hereby assigns and transfers to the Client all rights, title, and interest in and to the Deliverables, including any copyrights and other intellectual property rights contained therein. The Client will then have the sole and exclusive right to use, reproduce, modify, and distribute those Deliverables as it sees fit, subject to any third-party rights or materials that were incorporated (if any, see below). At the Client’s request and expense, Fifth Axis will execute any additional documents reasonably necessary to perfect the transfer of intellectual property rights to the Client. The Client agrees that Fifth Axis may retain a copy of the Deliverables for record-keeping and internal reference, subject to confidentiality obligations.

7.2 Use Restrictions – After transfer, the Client may use the Deliverables for its own internal purposes. The Client may NOT sell, sublicense, share, circulate, or otherwise make the Deliverables or the underlying research available to any third party—including competitors, collaborators, the public, or governmental entities—without the prior written consent of Fifth Axis (Christopher Michailov‑Lee).

7.3 Pre‑existing IP – Each party retains ownership of any intellectual property rights (including but not limited to trademarks, copyrights, patents, trade secrets, know-how) that it owned or developed prior to the engagement or outside the scope of the Services. Nothing in these Terms transfers ownership of such pre-existing intellectual property.

7.4 Portfolio Use and Attribution. Fifth Axis retains the right to mention the fact of its involvement with the Client’s project in its marketing or portfolio (for example, as a case study or list of past clients), including a brief description of the Services provided, unless the Client has requested in writing that its name or project remain confidential. However, Fifth Axis will not disclose any sensitive confidential details of the project or any of the Client’s proprietary information under this provision. If a delivered logo or brand design is used publicly by the Client, Fifth Axis may also display that design in its portfolio as an example of work product. Fifth Axis shall not claim ownership of any of the Client’s trademarks or logos, and any use will be only as a fair use for self-promotion unless otherwise agreed.

8. Confidentiality and Non‑Disclosure Agreement (NDA)

8.1 Mutual NDA – As part of the initial evaluation, the Parties shall execute a mutual Non‑Disclosure Agreement. The NDA binds both Parties from the effective date of the first disclosure and remains in force for the duration of the engagement and for five (5) years thereafter.

8.2 Scope – The NDA prohibits either Party from disclosing, without written consent, any confidential or proprietary information to third parties, competitors, agencies, the public, or governmental bodies except as required by law.

9. Limitation of Liability

9.1 No Indirect or Future Liability. To the fullest extent permitted by law, Fifth Axis and its owner, employees, or representatives shall not be liable for any indirect, consequential, special, punitive, or incidental damages arising out of or relating to the Services or these Terms. This includes, without limitation, loss of future profits, loss of business opportunities, loss of data, damage to reputation, or third-party claims against the Client, even if Fifth Axis has been advised of the possibility of such damages. In particular, Fifth Axis will not be liable for any outcomes resulting from the Client’s implementation (or failure to implement) the deliverables or recommendations provided. Fifth Axis is not liable for any improper use or implementation by the Client of the recommendations or materials provided in the deliverables 6 , nor for results that deviate from the Client’s expectations. All strategic decisions remain with the Client, and the Client uses the Deliverables at its own risk.

9.2 Liability Cap. Except as set out below, Fifth Axis’s total cumulative liability to the Client for any and all claims arising from or in connection with a Service contract or these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) is limited to the total amount of fees actually paid by the Client for the specific Service engagement or deliverable that gave rise to the claim. This limitation reflects the allocation of risk agreed between the parties and is a fundamental part of the pricing of our Services.

9.3 Liability in Case of Negligence or Fault. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law. Fifth Axis will be liable without limitation for damages only to the extent caused by willful intent or gross negligence on the part of Fifth Axis or its legal representatives, and for damages resulting in death or personal injury or harm to health, to the extent required by law 7 . In cases of simple (ordinary) negligence, Fifth Axis’s liability is limited: we will only be liable for breach of those contractual obligations which are fundamental to the contract and on which the Client can typically rely (so-called material obligations), and in such cases our liability is limited to the amount of foreseeable and direct damages typical for this type of contract 8 . In all other cases not covered above, liability is excluded to the maximum extent permitted 9 . By way of clarification, Fifth Axis shall not be liable for minor ordinary negligent breaches of non-essential duties. 

9.4 Applicability to Representatives and Agents. The above exclusions and limitations of liability shall extend to and also benefit Fifth Axis’s owner, sole proprietor, employees, agents, subcontractors, and other representatives to the same extent they apply to Fifth Axis itself 10 . The Client agrees that no personal liability shall attach to any such individuals in connection with the performance of the Services. Fifth Axis shall not be liable for any loss or damage except as expressly stated in these Terms, and any remaining liability shall be subject to the restrictions and cap described above. 

9.4 Force Majeure. Fifth Axis shall not be responsible or liable for any delay or failure to perform any obligation under these Terms if such delay or failure is caused by an event that is beyond our reasonable control and was not foreseeable (a “Force Majeure” event). Force Majeure events include, but are not limited to, natural disasters, acts of government or regulatory authorities, war, terrorism, labor strikes or disputes, epidemic or pandemic outbreaks, power or internet outages, server or communications failures, and other events of similar nature. In the event of a Force Majeure that impacts our ability to deliver the Services on time, we will notify the Client as soon as practicable and will make reasonable efforts to resume performance or find alternative solutions. The time for Fifth Axis’s performance will be equitably adjusted to account for the duration of the Force Majeure. If a Force Majeure event continues for an extended period making performance impossible or impractical, either party may have the right to terminate the affected contract upon written notice, without liability, provided that any Services already provided will be paid for.

9.5 No Additional Warranties. Except as expressly set forth in these Terms, Fifth Axis makes no other warranties or conditions, express or implied, regarding the Services or deliverables. Any implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement are excluded to the extent permitted by law. The Services and deliverables are provided “as is” based on information available at the time of delivery, and the Client bears the responsibility for their use. The Client confirms that it has not relied on any representation or warranty not expressly given in these Terms or in the contract proposal.

10. Dispute Resolution and Governing Law

10.1 Governing Law. This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with the Services or these Terms shall be governed by the laws of Germany, specifically the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms (it is expressly disclaimed) 11 . If the Client is a consumer habitually resident in another country within the European Union (EU) or European Economic Area (EEA), mandatory provisions of consumer law in the country of the consumer’s residence will remain applicable and will not be overridden by the choice of German law 12 . In other words, a consumer will not be deprived of the protection of laws that cannot be derogated from by agreement under the law of their country of residence.

10.2 Initial Resolution Efforts. In the event of any dispute, claim, or disagreement between the Client and Fifth Axis arising out of or relating to the Services or these Terms, the parties agree to first attempt in good faith to resolve the issue amicably through discussion and negotiation. The Client should contact Fifth Axis at the email or contact address provided (e.g. via our official support or business email) to raise any concerns or disputes. Both parties shall use reasonable efforts to discuss and resolve the matter within a reasonable time frame. 

10.3 Jurisdiction. If a dispute cannot be resolved amicably, the dispute may be submitted to the competent courts as determined by this section. If the Client is a business/commercial entity or merchant (Kaufmann under the German Commercial Code), or a legal entity under public law, or a special fund under public law, or if the Client is not resident in Germany or the EU, or has no fixed place of residence, then the exclusive place of jurisdiction shall be the courts of Munich, Germany (the location of Fifth Axis’s business registration). Fifth Axis and the Client each submit to the personal jurisdiction of the courts in Munich in such cases. Notwithstanding the foregoing, Fifth Axis retains the right to initiate proceedings against the Client in any court of competent jurisdiction where the Client has assets or business operations, if necessary for enforcement. 

If the Client is a consumer domiciled within Germany or the EU, any dispute shall be brought before the courts that have jurisdiction under applicable law. This typically means that the consumer may choose to file a claim in the courts of their own domicile or in the courts of Munich, Germany, and any claims by Fifth Axis against the consumer will be brought in the courts of the consumer’s domicile. This provision is in accordance with EU consumer protection regulations that provide for local jurisdiction in certain cases.

11. Miscellaneous Provisions

11.1 Communication and Notice. Given that Fifth Axis operates without a physical storefront or office for client visits, all official communications or notices under these Terms should be transmitted in electronic written form (such as email), or via postal mail to our registered business address as listed on our website’s legal notice (Impressum). Electronic communications shall be deemed received on the day of sending if sent on a business day before 5:00pm Central European Time, otherwise on the next business day. It is the Client’s responsibility to provide and monitor a valid email address for correspondence. The Client agrees that electronic communications (e.g. emails) shall satisfy any applicable legal requirements for written communication or notice.

11.2 Confidentiality. Both parties acknowledge that in the course of the engagement, they may receive confidential or proprietary information from the other party. Each party agrees to treat confidentially all information received from the other that is either identified as confidential or would reasonably be understood to be confidential by its nature (including business plans, strategies, financial information, trade secrets, client data, and any deliverables that are not publicly released). Confidential information shall not be disclosed to any third party without the prior written consent of the other party, except to the extent necessary for performing the Services (in which case the disclosing party will ensure the third party is bound by similar confidentiality obligations), or as required by law or court order. These confidentiality obligations continue even after the business relationship or contract has ended. This clause does not apply to information that is or becomes publicly available without breach of these Terms, or that was independently developed or rightfully obtained by the receiving party without use of the other’s confidential information.

11.3 Data Protection. To the extent Fifth Axis processes any personal data on behalf of the Client, both parties shall comply with applicable data protection laws. Fifth Axis’s Privacy Policy (available on our website) outlines how we collect, use, and protect personal data. By engaging our Services, the Client confirms that it has any necessary authority or consent to share personal data of third parties with Fifth Axis for the purposes of the project. Fifth Axis will use any personal data provided by the Client solely for the purposes of delivering the Services, and will implement appropriate technical and organizational measures to protect such data. If required by law (for example, under EU GDPR for a controller-processor relationship), the parties will execute a separate Data Processing Agreement.

11.4 Subcontractors. Fifth Axis reserves the right to employ qualified subcontractors or freelance experts to assist in carrying out the Services, provided that Fifth Axis will remain fully responsible for the performance of Services by such subcontractors. Any subcontractor engaged will be bound by confidentiality and non-disclosure obligations similar to those stated herein. The use of subcontractors will not incur additional cost to the Client unless agreed, and will not diminish the level of service.

11.5 Amendments and Waivers. Any modifications or amendments to these Terms or to an individual Service contract must be made in writing (text form, e.g. email, is sufficient) and agreed by both parties. This requirement may only be waived by an explicit written agreement. The failure of either party at any time to enforce any provision of these Terms or to exercise any right or remedy shall not be construed as a waiver of that party’s rights to enforce the same or any other provision in the future. A waiver of any provision shall be effective only if made in writing and shall not be deemed a waiver of any later breach.

11.6 Severability. Should any provision of these Terms (or part of a provision) be found invalid, illegal, or unenforceable under applicable law, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired. In such an event, the parties agree to replace the invalid or unenforceable provision with a valid provision that comes closest to the intended economic purpose of the original provision. If necessary, a suitable and equitable adjustment to these Terms shall be made in order to ensure that the purpose of the agreement is fulfilled to the greatest extent possible.

11.7 Entire Agreement. These Terms, together with the specific details of the accepted quote or service agreement and any attachments thereto, constitute the entire agreement between Fifth Axis and the Client with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter. Each party acknowledges that in entering into a contract for Services, it has not relied on any statement, representation, assurance or warranty not expressly set out in these Terms or the written quote/contract. In case of any conflict between these general Terms and the provisions of a separately negotiated and signed agreement or quote, the provisions of the signed quote or agreement shall prevail to the extent of the conflict (those specific terms will be considered “individually negotiated” terms taking precedence over these general Terms, as per §305b of the German Civil Code (BGB)). 

11.8 Contracting Entity and Legal Notice. Fifth Axis is the trade name of a sole proprietorship business owned and operated by [Owner’s Name] in Munich, Germany. For legal correspondence, Fifth Axis can be reached at the following address and contact: [Owner’s Name], Fifth Axis, [Street Address], 818xx Munich, Germany. Email: [[email protected]]. (Note: The actual current contact details, including any business registration number or tax ID, would be provided in the official imprint or contract. Fifth Axis does not maintain a public office for customer visits.)

11.9 Language. These Terms and Conditions are provided in English, which shall be the controlling language for all purposes. If a version in another language is provided, it is for convenience only. Clients in Germany (DACH region) should note that these Terms serve as Allgemeine Geschäftsbedingungen (AGB). In case of any ambiguity or conflict between the English version and any translated version, the English version shall prevail.

12. Acknowledgment

By accepting a quote or using Fifth Axis’s Services, the Client acknowledges that it has read and understood these Terms and agrees to be bound by them. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you are a consumer (natural person), you confirm that you have had the opportunity to read these Terms before concluding the contract and that you agree to them.

 

Last Updated. These Terms and Conditions are effective as of the date of last update: [June 1, 2025]. Fifth Axis reserves the right to update or modify these Terms from time to time, in line with legal requirements and business practices. The version of Terms in effect at the time of contracting will govern the specific Services contract. We recommend checking our website for the latest Terms when engaging new services. Any material changes to these Terms will be communicated or highlighted to Clients as required.