Terms of Engagement

1. Parties and Acceptance

These Terms of Engagement ("Terms") govern all services provided by Amit Agarwala HUF, trading as ASP Inventory Intelligence ("Service Provider", "we", "us"), to any individual or organisation ("Client") that submits data, makes payment, or receives any deliverable from the Service Provider.

Acceptance occurs upon the earliest of: (a) submission of an enquiry form at aspacumen.com, (b) payment of any invoice issued by the Service Provider, or (c) receipt or use of any deliverable. No separate signature is required for these Terms to be binding.

2. Nature of Services — Advisory Only

The Service Provider provides inventory analysis and advisory services. All outputs, findings, signals, recommendations, estimates, and narratives ("Findings") are:

• Advisory and directional in nature only
• Based exclusively on data submitted by the Client
• Not financial advice, investment advice, legal advice, or audited financial statements
• Not a guarantee, forecast, or prediction of any business outcome
• Not a substitute for professional financial, legal, or operational advice

The Service Provider does not warrant that acting on any Finding will produce any specific financial outcome, improvement in profitability, recovery of working capital, or improvement in any business metric. All commercial decisions, whether or not informed by any Finding, are made entirely at the Client's own discretion and risk.

3. Client Data — Accuracy and Responsibility

The Client is solely responsible for the accuracy, completeness, currency, and integrity of all data submitted. The Service Provider does not independently verify submitted data against ERP records, physical stock counts, supplier invoices, or financial accounts. All Findings are produced on the basis of data as submitted.

By submitting data, the Client warrants that: (a) they are authorised by their organisation to submit the data for third-party processing, (b) the submission does not breach any confidentiality obligation owed to any third party, and (c) the data relates to the Client's own business operations.

4. Deliverables — Scope and Variation

The Service Provider will use reasonable endeavours to produce and deliver the agreed deliverable within a reasonable period following receipt of a complete and correctly formatted data submission. No specific delivery timeframe is guaranteed.

The content and scope of deliverables may vary depending on the quality and completeness of data submitted. All descriptions of deliverable contents on aspacumen.com or in marketing materials are indicative only and do not constitute a warranty regarding the exact content of any specific deliverable.

5. Directional Language — Interpretation of Findings

All quantified estimates, values, ranges, and monetary figures in any deliverable — including estimates of recoverable inventory value, carrying cost, capital opportunity, stock cover, GMROI, gross margin, and sell-through — are directional indicators derived from submitted data using proprietary analytical methodology. They are not audited financial figures and must not be used for financial reporting, investor presentations, or regulatory filings without independent verification.

The Client must independently validate all Findings against their own financial records before using them for any material business decision or external communication.

6. Intellectual Property

All analytical methodology, signal frameworks, threshold logic, scoring models, benchmark data, report formats, and software are the proprietary intellectual property of Amit Agarwala HUF. The Client receives a non-exclusive, non-transferable licence to use the deliverable for their own internal business purposes only. The Client may not resell, sublicence, publish, or use any deliverable to replicate or reverse-engineer the Service Provider's methodology for any commercial purpose.

7. Confidentiality and Data Privacy

The Service Provider will not disclose Client data to any third party without prior written consent, except where required by law. All client data is processed locally and is not transmitted to or stored on any third-party cloud server or external platform. Anonymised, aggregated, non-identifiable data may be used to develop analytical benchmarks. No Client-identifiable information is included in any benchmark dataset.

8. Payment

All fees are due in full prior to delivery unless otherwise agreed in writing. The Service Provider reserves the right to withhold delivery until payment is confirmed. Fees are non-refundable once data processing has commenced, except where the Service Provider is unable to deliver due to reasons within the Service Provider's sole control, in which case a full refund will be issued.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Service Provider's total aggregate liability shall not exceed the total fees paid by the Client for the specific engagement in question
• The Service Provider shall not be liable for any indirect, consequential, incidental, special, punitive, or speculative loss, including loss of profit, revenue, business opportunity, or data
• The Service Provider shall not be liable for any loss arising from the Client's reliance on any Finding without independent verification
• The Service Provider shall not be liable for any decision, action, or inaction taken by the Client or any third party based on any Finding

Nothing in these Terms excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

10. Force Majeure

The Service Provider shall not be liable for any delay or failure to deliver arising from circumstances beyond reasonable control, including illness, technical failure, power outage, natural disaster, civil unrest, or government action. The Service Provider will notify the Client as soon as reasonably practicable and will use reasonable endeavours to deliver within a reasonable period thereafter.

11. Governing Law and Jurisdiction

These Terms are governed by the laws of India. Any dispute shall be subject to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India. International clients expressly consent to this jurisdiction by engaging the Service Provider.

12. Amendments and Entire Agreement

The Service Provider reserves the right to update these Terms at any time. The Terms in effect at the time of each engagement apply to that engagement. These Terms, together with any invoice or written engagement confirmation, constitute the entire agreement between the parties and supersede all prior discussions or representations.