Terms of Service

1. Scope & Provider

These Terms of Service ("Terms") govern all services provided by:

By using our website or engaging our services, you agree to these Terms. These Terms apply to all diagnostic services offered by CMC.

2. Services

CMC provides one core service: operating model due diligence — an AI-assisted assessment that checks whether a portfolio company's operating model meets the form requirements of planned transformation initiatives (e.g. CRM deployment, procurement consolidation, BI reporting, AI deployment).

The assessment identifies which operating model requirements are met, which are not, and quantifies the readiness cost per initiative. Engagement variants include:

• Pre-LOI Readiness Screen – Signal-based readiness estimate from public data before LOI submission
• Operating Model DD – Full form-gap assessment alongside technology due diligence at close
• 100-Day Plan Scoping – Initiative-level readiness assessment across one or multiple portfolio companies
• Quarterly Re-Assessment – Periodic re-measurement to track specification progress post-close

Specific scope, deliverables, timelines, and fees for paid engagements are defined in individual proposals or statements of work ("SOW"), which form part of these Terms.

3. Engagement Process

For paid services:

1. Initial consultation to understand requirements (typically free)
2. Proposal or SOW outlining scope, timeline, deliverables, and fees
3. Written acceptance (email sufficient) of proposal by Client
4. Invoicing per payment terms specified in the SOW
5. Service delivery and final deliverables

4. Fees & Payment

• All fees are quoted in USD or EUR as specified in the proposal
• Fees are exclusive of applicable VAT (Umsatzsteuer), which will be added where required
• Standard payment terms: 50% upon engagement, 50% upon delivery (unless otherwise specified)
• Invoices are due within 14 days of issue
• Late payments may incur interest at 9 percentage points above the ECB base rate (§ 288 BGB)

5. Client Obligations

To enable effective service delivery, the Client agrees to:

• Provide timely access to relevant personnel, systems, and documentation
• Designate a primary point of contact with decision-making authority
• Review and provide feedback on deliverables within agreed timeframes
• Ensure accuracy of information provided to CMC

Delays caused by Client non-responsiveness may result in timeline adjustments and potential additional fees.

6. Deliverables & Intellectual Property

Client Materials:

• All deliverables created specifically for the Client (reports, analyses, recommendations) become Client property upon full payment
• Client grants CMC license to use anonymized, aggregated insights for research and methodology improvement

CMC Methodology:

• The CMC framework, assessment methodology, scoring systems, and diagnostic processes remain the exclusive intellectual property of CMC
• Client receives a non-exclusive license to use CMC materials for internal purposes only
• Client may not resell, sublicense, or commercially exploit CMC methodology

7. Confidentiality

• Both parties agree to maintain confidentiality of proprietary information exchanged during the engagement
• CMC will not disclose Client business information to third parties without consent
• Confidentiality obligations survive termination of the engagement for 3 years
• Exceptions: information that becomes public, was already known, or must be disclosed by law

8. Limitation of Liability

CMC provides diagnostic services based on information provided by the Client and the CMC methodology. However:

• CMC does not guarantee specific business outcomes or AI deployment success
• Assessments and recommendations are professional opinions, not guarantees
• Implementation decisions remain the Client's responsibility

Liability Cap:

• CMC's total liability for any engagement is limited to the fees paid for that specific engagement
• CMC is not liable for indirect, consequential, or punitive damages
• This limitation does not apply to damages caused by gross negligence or willful misconduct

9. Termination

• Either party may terminate an engagement with 14 days written notice
• Upon termination, Client pays for work completed to date
• CMC will deliver any work-in-progress deliverables upon request and payment
• Termination does not affect confidentiality or IP provisions

10. Website & Scheduling

The CMC website and embedded scheduling tools (Calendly):

• Are provided "as is" for informational and scheduling purposes
• Information provided during booking (fund name, role, portfolio size, initiatives) is used solely to prepare for the engagement call
• CMC makes no warranties regarding illustrative examples or representative scenarios shown on the website
• Usage is governed by our Privacy Policy

11. Governing Law & Jurisdiction

• These Terms are governed by German law
• Exclusive jurisdiction: courts of Berlin, Germany
• UN Convention on Contracts for the International Sale of Goods (CISG) is excluded

12. Amendments

CMC may update these Terms periodically. Material changes will be communicated via email to active clients. Continued use of services after notification constitutes acceptance of updated Terms.

13. Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

14. Contact

Questions about these Terms:
legal@contextcapability.com
Schonensche Straße 13, 10439 Berlin, Germany