Terms of Service

1. Scope

These Terms of Service ("Terms") govern the contract between EM Consulting, Inhaber Elshan Musayev ("PartnerScope", "we") and any business customer ("Customer") that orders PartnerScope services. PartnerScope is a B2B service: we contract exclusively with entrepreneurs within the meaning of § 14 German Civil Code (BGB). These Terms do not apply to consumers (§ 13 BGB). The application of the Customer's general terms and conditions is excluded unless expressly agreed in writing.

2. Services

PartnerScope provides third-party risk assessments across 13 dimensions (data governance, AI posture, security, regulatory fit, operations, financial stability, contractual terms, reputation, concentration, sustainability). Deliverables depend on the tier the Customer orders:

• Starter — automated checks, 39-question questionnaire, 5–8 page PDF report, valid 90 days.
• Pro — full 78-question analysis, documentary review, sanctions / adverse media / PEP / UBO verification, AI red-team (5 payloads), 20–30 page report, analyst + QA named, valid 180 days.
• Enterprise — Pro scope plus continuous monitoring, 25-payload red-team suite, SSO, GRC and SIEM integrations, dedicated analyst.

The scope, deliverables and price quoted at the time of order prevail. We reserve the right to refuse orders that we cannot lawfully fulfil (e.g. assessments in sanctioned jurisdictions or otherwise restricted under the EU Dual-Use Regulation 2021/821 and the German Foreign Trade Act, AWG).

3. Service levels

• Starter delivery SLA: 24 hours from confirmed payment, Mon–Fri, Europe/Berlin time.
• Pro delivery SLA: 48 hours from confirmed payment, Mon–Fri, Europe/Berlin time.
• Enterprise portal availability: 99.5% monthly uptime (excluding planned maintenance).

4. Customer obligations

The Customer must provide accurate vendor information and, where documentary review is part of the tier, deliver the requested artefacts (DPA, ISO 27001, SOC 2, Model Card, SBOM, BCP, IR plan, etc.) or grant reasonable access to them. The Customer warrants that it has the right to submit the information it provides and that such submission does not breach any obligation of confidentiality, data-protection law, or third-party rights.

5. Prices and payment

• Prices are net of VAT (netto); value-added tax is added where applicable at the statutory rate.
• For customers established in the EU outside Germany with a valid VAT ID (USt-IdNr), invoices are issued under the reverse-charge procedure (Art. 196 VAT Directive / § 13b UStG).
• Payment is due up-front via Stripe (card or SEPA Direct Debit) unless otherwise agreed in writing.
• Enterprise subscriptions are billed quarterly in advance.
• In the event of payment default, statutory interest applies (§ 288 Abs. 2 BGB).

6. Nature of the assessment — disclaimers

PartnerScope reports are a decision-support tool. They do not constitute legal, audit, investment, or insurance advice. The Customer remains solely responsible for its vendor selection, contracting, and regulatory decisions. PartnerScope does not guarantee that a vendor rated favourably will not suffer a breach, fail, or violate regulation — risk assessment by its nature predicts likelihood, not outcomes.

Automated signals (DNS, TLS, breach databases, CT logs, open sanctions data) can change between scan and report delivery. Scores reflect the data available at the time of the scan.

7. Intellectual property

The PartnerScope methodology, scoring framework, question bank, and report templates are the intellectual property of EM Consulting. The Customer receives a simple, non-exclusive, non-transferable right (einfaches Nutzungsrecht) to use delivered reports internally for its own risk decisions, and to share them in redacted form with its regulators, auditors and legal counsel. Re-publication, resale, or use for competing services is prohibited.

8. Confidentiality

Each party will treat the other's non-public information as confidential and use it only for purposes of the engagement. Our confidentiality obligations on vendor-submitted documents are set out separately in our Data Processing Addendum (/legal/dpa). This confidentiality obligation continues for three years after the end of the engagement.

9. Warranty and limitation of liability

Warranty (Gewährleistung) for paid services follows the statutory rules of §§ 611 ff. BGB (service contract / Dienstvertrag), or §§ 631 ff. BGB where a deliverable qualifies as a work contract (Werkvertrag), in each case subject to the modifications below.

PartnerScope is liable without limitation for damages resulting from (a) intent or gross negligence, (b) injury to life, body or health, (c) liability under the German Product Liability Act (Produkthaftungsgesetz), and (d) breach of a guarantee (Garantie) we have expressly assumed. For breaches of a material contractual obligation (a "cardinal duty", Kardinalpflicht) caused by simple negligence, our liability is limited to foreseeable damages typical for this type of contract. Liability for simple negligence in breach of non-material obligations is excluded.

Insofar as permissible under the rules above, our aggregate liability to the Customer is limited to the greater of (i) the fees paid under the contract giving rise to the claim during the 12 months preceding the event, or (ii) EUR 5,000. This floor avoids an unreasonably low cap on low-fee tiers (cf. § 307 BGB) while keeping the per-contract look-back as the upper anchor for higher-fee tiers.

10. Term and termination

Starter and Pro are one-time engagements; the contract ends upon delivery of the report. Enterprise subscriptions renew quarterly unless terminated with 30 days' written notice (Textform, § 126b BGB) before the end of the current term. Either party may terminate for cause (Kündigung aus wichtigem Grund, § 314 BGB) for material breach uncured within 14 days of written notice.

11. Changes to these Terms

We may update these Terms for new Customers at any time. For existing subscriptions, changes take effect 30 days after written notice and the Customer may terminate without penalty if the change is materially adverse.

12. Governing law and jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Baden-Baden, Germany, provided the Customer is a merchant (Kaufmann), a legal person under public law, or a special fund under public law (§ 38 Abs. 1 ZPO). PartnerScope may at its option also sue the Customer at the Customer's general place of jurisdiction.

13. Severability

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes closest to the economic intent of the invalid one.