Terms of Service

Acceptance of Terms

By accessing our website, engaging our services, or entering into a consultancy agreement, you accept these terms. Key points:

• These terms apply to all consultancy services provided by TFS
• Individual service agreements may contain additional specific terms
• Continued use of our services constitutes ongoing acceptance
• We reserve the right to modify these terms with 30 days' notice

Our Services

TFS provides strategic consultancy services to help international businesses enter and succeed in the Vietnamese market, and Vietnamese companies expand globally. Our services include but are not limited to:

• Market entry services: market research and analysis, regulatory compliance guidance, business registration and licensing, strategic planning and implementation.
• Specialized services: wine import and distribution, business development and partnerships, due diligence and investment advisory, training and capacity building.

Service limitations — TFS does not:

• Provide legal advice or act as legal counsel
• Guarantee specific business outcomes or results
• Make investment decisions on behalf of clients
• Provide accounting or tax advisory services

Client Obligations

To ensure effective service delivery and maintain our professional relationship, clients agree to:

• Provide accurate, complete, and timely information; cooperate fully with our consultants; grant necessary access to relevant business information; and respond promptly to requests for clarification.
• Maintain respectful and professional communication; protect confidential information shared by TFS; comply with all applicable Vietnamese laws and regulations; and not engage in any illegal or unethical business practices.
• Pay all fees according to agreed terms and schedules; cover reasonable expenses incurred on your behalf; notify us immediately of any billing disputes; and maintain adequate financial resources for project completion.

Fees & Payment Terms

• Consultation fees: hourly or fixed project rates as agreed
• Retainer fees: monthly retainers for ongoing services
• Success fees: performance-based fees where applicable
• Expenses: reasonable out-of-pocket expenses
• Initial payment: 50% retainer before service commencement
• Invoice terms: net 15 days from invoice date
• Currency: USD or VND as specified in agreement
• Late fees: 1.5% per month on overdue amounts

Client agrees to reimburse reasonable expenses including travel, accommodation, research costs, and third-party fees. All fees are exclusive of applicable taxes (VAT, GST, etc.) which will be added as required by law. For multi-currency projects, exchange rate fluctuations are the client's responsibility unless otherwise agreed. Payment disputes must be raised within 30 days of the invoice date to be considered valid.

Intellectual Property Rights

TFS retains ownership of its methodologies and frameworks, templates and tools, know-how and expertise, and training materials. Clients own client-specific deliverables such as custom reports and analyses, client-specific strategies, market research findings, and implementation plans.

Client rights: use deliverables for internal business purposes, modify client-specific content as needed, and share with employees and advisors under confidentiality. Restrictions: no resale or commercialization of TFS methodologies, no reverse engineering of proprietary tools, and attribution is required for any public use of findings.

Limitation of Liability

TFS's total liability to the client for any claim arising from or related to our services is capped as set out in the applicable service agreement. This limitation applies regardless of the theory of liability (contract, tort, negligence, etc.). TFS shall not be liable for indirect or consequential damages, lost profits or business opportunities, business interruption losses, or punitive or exemplary damages.

Services are provided "as is" without warranties of merchantability, fitness for a particular purpose, guaranteed business outcomes, or error-free deliverables. The client acknowledges that business consulting involves inherent risks and uncertainties; market conditions, regulatory changes, and other factors beyond TFS's control may affect outcomes.

Termination

• Termination for convenience: either party may terminate with 30 days written notice; the client pays for work completed through the termination date; TFS delivers all work product completed to date; no penalties apply.
• Termination for cause: immediate termination for material breach, non-payment after 30 days past due, violation of confidentiality obligations, or illegal or unethical conduct.

Post-termination: TFS will return all client confidential information, provide a final accounting of fees and expenses, deliver completed work products, and cease using the client's confidential information. The client will pay all outstanding fees and expenses, return TFS confidential materials, cease using TFS proprietary methodologies, and honor ongoing confidentiality obligations.

Governing Law & Dispute Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of Vietnam, and disputes are subject to the exclusive jurisdiction of the competent courts of Vietnam. Dispute resolution proceeds in three stages: direct negotiation (good faith discussions for 30 days), mediation (a professional mediator if negotiation fails), then binding arbitration if mediation is unsuccessful.

Legal contact: legal@theflagship.asia · +84 908707081

Miscellaneous Provisions

These terms, together with any executed service agreement, constitute the entire agreement between the parties. Amendments must be made in writing. If any provision is found unenforceable, the remaining provisions remain in effect. Neither party shall be liable for delays or failures due to circumstances beyond its reasonable control (force majeure).