Terms of Engagement
Last updated: March 2026 | Inceptum Consilatio | Operated by Enzo Snyman
These Terms of Engagement ("Terms") govern all consulting, operations management, automation, and advisory services provided by Inceptum Consilatio ("IC", "we", "us") to clients ("Client", "you"). By proceeding with an engagement, you confirm that you have read and agree to these Terms.
1. Services
Inceptum Consilatio provides bespoke Operations as a Service (OaaS), including but not limited to: operations strategy consulting, AI-first process automation, systems architecture, project management, team leadership, and digital workflow engineering.
Each engagement is scoped individually. The specific deliverables, timelines, and fees applicable to your engagement will be set out in a written Proposal or Statement of Work ("SOW") agreed between both parties prior to commencement.
2. Commencement of Engagement
An engagement commences upon written acceptance of a Proposal or SOW (this includes confirmation via email, LinkedIn message, or any other written communication). No services will commence until both parties have agreed on scope and commercial terms.
3. Fees & Payment
3.1 Fee Structure
Fees are agreed in the relevant SOW. Engagements may be structured as:
- Monthly retainer: a fixed fee for ongoing access to defined services;
- Project-based: a fixed fee for a defined scope of deliverables; or
- Time and materials: billed at an agreed hourly or daily rate.
3.2 Invoicing & Payment Terms
Invoices are issued at the cadence agreed in the SOW. Unless otherwise specified, payment is due within 30 days of the invoice date. All fees are quoted excluding VAT, which will be added where applicable.
3.3 Late Payment
IC reserves the right to suspend services on accounts that are more than 14 days overdue, and to charge interest on overdue amounts at a rate of 2% per month from the due date until payment is received.
4. Confidentiality
Both parties agree to keep confidential all proprietary or sensitive information disclosed in connection with the engagement ("Confidential Information"). This obligation:
- applies during and for 3 years after the conclusion of the engagement;
- does not apply to information that is publicly available through no fault of the receiving party, or that is independently developed without reference to the disclosing party's Confidential Information;
- does not prevent either party from disclosing information as required by law or a court order, provided the disclosing party gives the other as much prior notice as reasonably practicable.
5. Intellectual Property
5.1 Client Materials
All pre-existing materials, data, and intellectual property provided by the Client remain the sole property of the Client. IC acquires no ownership rights over Client materials.
5.2 Work Product
Upon receipt of payment in full, IC assigns to the Client all intellectual property rights in deliverables specifically created for the Client under the applicable SOW ("Work Product"), to the extent permitted by law.
5.3 IC Methodologies & Tools
IC retains full ownership of all pre-existing tools, frameworks, methodologies, processes, and proprietary know-how developed independently of any specific Client engagement. Where IC's proprietary tools are embedded in deliverables, IC grants the Client a non-exclusive, perpetual licence to use such tools for their internal business purposes.
6. Client Obligations
The Client agrees to:
- Provide timely access to information, systems, personnel, and resources reasonably required by IC to perform the services;
- Designate a named point of contact who has authority to make decisions relevant to the engagement;
- Review and provide feedback on deliverables within agreed timelines. Delays caused by the Client may affect project timelines, for which IC bears no liability.
7. Limitation of Liability
To the fullest extent permitted by applicable law:
- IC's total liability to the Client arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to IC in the 3 months immediately preceding the event giving rise to the claim;
- IC shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profit, loss of data, or loss of business opportunity, whether arising in contract, tort, or otherwise;
- IC makes no warranty that services will be uninterrupted or error-free, or that any specific business outcome will be achieved.
8. Termination
8.1 Termination for Convenience
Either party may terminate an ongoing engagement by providing 30 days' written notice. The Client shall pay for all services rendered up to and including the effective date of termination.
8.2 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to remedy the breach within 10 business days of receiving written notice specifying the breach.
9. Independent Contractor
IC operates as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between IC and the Client. IC retains full discretion over how and when services are performed, subject to agreed milestones and deliverables.
10. Force Majeure
Neither party shall be liable for delays or failures to perform resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government actions, power failures, or internet disruptions.
11. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Republic of South Africa. In the event of a dispute, both parties agree to first attempt to resolve the matter in good faith through direct negotiation. If the matter cannot be resolved within 30 days, either party may refer it to mediation before initiating legal proceedings.
12. Amendments
IC may update these Terms from time to time. Any material changes will be communicated to active clients prior to taking effect. Continued engagement following notification of changes constitutes acceptance of the updated Terms.
13. Entire Agreement
These Terms, together with any applicable SOW or Proposal, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior discussions, representations, and agreements. In the event of conflict between a SOW and these Terms, the SOW shall prevail.
14. Contact
For questions about these Terms, or to discuss an engagement, please reach out via LinkedIn: