1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Wonyi Strategic Consulting (“Wonyi,” “we,” “us,” or “our”) governing your access to and use of the website at wonyi.consulting (the “Site”) and any professional services provided by Wonyi. By accessing the Site or engaging our services, you represent that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must immediately cease all use of the Site.

If you are accepting these Terms on behalf of an organization or entity, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Services

Wonyi provides strategic consulting, nonprofit advisory, program development, capacity building, and related professional services to organizations and individuals (“Services”). The specific scope, deliverables, timelines, fees, and conditions of any client engagement will be governed exclusively by a separate written agreement or statement of work (“Engagement Agreement”) executed by both parties.

These Terms govern your use of the Site only and do not constitute a binding commitment by Wonyi to provide any particular service. No consulting relationship is created solely by your use of the Site or by any communication through the Site. Wonyi reserves the right, in its sole discretion, to decline to engage with any prospective client without obligation or liability.

3. No Professional Advice

IMPORTANT: All content, materials, articles, reports, frameworks, tools, and information published on the Site are provided for general informational and educational purposes only. Nothing on the Site constitutes, or should be construed as, legal, financial, regulatory, tax, investment, psychological, medical, or other professional advice. The content does not create any professional-client relationship between you and Wonyi.

You should not act or refrain from acting on the basis of any information on the Site without first seeking independent professional advice appropriate to your specific circumstances. Wonyi expressly disclaims all liability for any actions taken or not taken in reliance on information provided on the Site.

4. Permitted Use of the Site

You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit the use and enjoyment of the Site by any third party. You must not:

• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Site, its servers, or any system or network connected to the Site
• Use automated tools, bots, scrapers, crawlers, or any data-mining technology to extract content from the Site without our prior written consent
• Impersonate any person or entity, or misrepresent your identity or affiliation with any person or entity
• Introduce or attempt to introduce viruses, Trojan horses, worms, ransomware, spyware, adware, or any other malicious or harmful code
• Engage in any activity that imposes an unreasonable or disproportionately large load on the Site’s infrastructure
• Use the Site in any manner that violates applicable local, national, or international laws or regulations

We reserve the right, in our sole discretion and without prior notice or liability, to terminate or restrict your access to the Site for any violation of these Terms or for any other reason we deem appropriate.

5. Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, icons, images, reports, methodologies, frameworks, templates, audio clips, digital downloads, data compilations, and software, is the exclusive property of Wonyi Strategic Consulting or its licensors and is protected by applicable copyright, trademark, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and view the Site content solely for your personal, non-commercial informational use. You may not reproduce, distribute, republish, transmit, modify, adapt, translate, create derivative works from, sell, license, frame, or mirror any Site content without our prior express written consent. Any unauthorized use immediately terminates the limited license granted herein.

The Wonyi name, logo, and all related marks, product names, and slogans are trademarks or service marks of Wonyi Strategic Consulting. Nothing in these Terms grants any right to use any trademark without our prior written permission.

6. Confidentiality

In the course of a consulting engagement, each party (“Disclosing Party”) may disclose to the other (“Receiving Party”) confidential information, including but not limited to business strategies, client data, financial information, methodologies, personnel information, and proprietary materials (“Confidential Information”).

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; (c) use Confidential Information solely for the purposes of the engagement; and (d) promptly notify the Disclosing Party of any unauthorized disclosure or suspected breach.

These confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach of this provision; (ii) was already known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without reference to Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Disclosing Party is given prompt prior written notice where legally permissible.

Confidentiality obligations survive the termination or expiration of any engagement for a period of three (3) years, or indefinitely with respect to trade secrets.

7. Disclaimers and No Warranties

THE SITE AND ALL CONTENT, SERVICES, AND MATERIALS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WONYI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENTNESS OF ANY INFORMATION OR CONTENT ON THE SITE
• ANY WARRANTY THAT DEFECTS OR ERRORS WILL BE CORRECTED
• ANY WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR OUR SERVICES

Wonyi does not guarantee any specific outcome, result, return on investment, or level of success in connection with its consulting services. Client outcomes depend on numerous factors outside Wonyi’s control, including but not limited to client implementation, market conditions, third-party actions, and regulatory changes.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WONYI STRATEGIC CONSULTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR ANTICIPATED SAVINGS
• BUSINESS INTERRUPTION OR LOSS OF BUSINESS
• COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES
• ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OF ANY NATURE

ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF OR INABILITY TO USE THE SITE; (II) ANY INFORMATION OBTAINED FROM THE SITE; (III) ANY ERRORS OR OMISSIONS IN SITE CONTENT; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SITE OR SERVICES, EVEN IF WONYI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WONYI’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO WONYI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. TO THE EXTENT SUCH LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW, WONYI’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED.

9. Indemnification

You agree to indemnify, defend (at Wonyi’s option), and hold harmless Wonyi Strategic Consulting and its officers, directors, employees, contractors, agents, licensors, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or relating to:

• Your use of or access to the Site
• Your violation of any provision of these Terms
• Your violation of any applicable law, regulation, or third-party right, including any intellectual property or privacy right
• Any content, data, or materials you submit to or through the Site
• Your negligence or willful misconduct

Wonyi reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to your indemnification, in which case you agree to cooperate fully with Wonyi in asserting any available defenses.

10. Force Majeure

Wonyi shall not be liable for any delay or failure to perform its obligations under these Terms or any Engagement Agreement to the extent such delay or failure is caused by circumstances beyond Wonyi’s reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government action, power failure, internet disruption, cyberattacks, labor disputes, or failure of third-party service providers (“Force Majeure Event”).

In the event of a Force Majeure Event, Wonyi will notify the affected party as soon as reasonably practicable and will use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice without liability to the other.

11. Third-Party Services and Links

The Site may reference, integrate, or provide links to third-party websites, tools, platforms, or services. Wonyi does not endorse, control, or assume responsibility for any third-party content, products, services, or privacy practices. Your access to and use of any third-party service is at your own risk and subject to the applicable third party’s terms and policies. Wonyi shall not be liable for any loss or damage arising from your use of any third-party service.

12. Modifications to Terms and Services

Wonyi reserves the right to modify or update these Terms at any time and in its sole discretion by posting the revised Terms on the Site with an updated effective date. Your continued access to or use of the Site following any such update constitutes your binding acceptance of the revised Terms. If you do not agree to the modified Terms, your sole remedy is to cease using the Site.

Wonyi also reserves the right to modify, suspend, or discontinue the Site or any feature thereof, temporarily or permanently, with or without notice, and without liability to you or any third party.

13. Governing Law and Dispute Resolution

These Terms and any dispute arising from or relating to them or the Site shall be governed by and construed in accordance with applicable laws, without regard to conflict-of-law principles.

Prior to initiating any formal dispute, the parties agree to attempt in good faith to resolve the dispute through direct negotiation between senior representatives. If the dispute is not resolved within thirty (30) days of written notice, either party may seek resolution through binding arbitration or, where required by law, through appropriate legal proceedings. You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any class or representative action.

14. Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

15. Waiver

No failure or delay by Wonyi in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Waivers must be in writing and signed by an authorized representative of Wonyi to be effective.

16. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Engagement Agreement, constitute the entire agreement between you and Wonyi with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between you and Wonyi. No amendment to these Terms shall be effective unless in writing and signed by an authorized representative of Wonyi.

Legal Inquiries

Wonyi Strategic Consulting

Email: [email protected]

Website: wonyi.consulting