Master Advisory Services Agreement & Terms of Service

Effective date: Upon acceptance or checkout confirmation
Advisor: Sidney Wuo Lopes (“Advisor,” “Sidwuo,” “Sid Wuo,” “I,” or “me”)
Website: sidwuo.com
Client: The individual or corporate entity purchasing or receiving the Services

These Terms govern the advisory engagements offered through sidwuo.com. Sidwuo provides independent executive advisory to help leadership teams decide how AI should reshape workflows, the firm, governance, workforce practices, and competitive position.

1. Structure and Acceptance

1.1 Agreement

This Master Advisory Services Agreement, together with the description of the selected service, any proposal or statement of work, and any applicable order or checkout confirmation, forms the agreement between the Advisor and the Client.

The services may include executive diagnostics, board and C‑suite briefings, alignment intensives, capability assessments, governance frameworks, executive coaching, and ongoing advisory.

1.2 Acceptance

The Client accepts these Terms by:

• Selecting the required acceptance checkbox during online checkout; or
• Signing an electronic or written statement of work, proposal, or engagement agreement.

Where a signed statement of work or custom enterprise addendum conflicts with these Terms, the signed document will govern for that engagement.

1.3 Business clients

The Services are designed primarily for businesses, executives, boards, institutions, and professional teams. The Client confirms that the person accepting these Terms has authority to act for the purchasing organisation where applicable.

2. Services and Decision Journey

2.1 Advisory purpose

Sidwuo helps leadership teams:

• Understand how AI may affect workflows, the firm, competition, and value capture.
• Surface divergent executive perspectives on AI value, risk, ownership, and readiness.
• Prioritise AI opportunities according to strategic value, impact, feasibility, risk, and adoption requirements.
• Define decision rights, governance, human oversight, and organisational responsibilities.
• Translate executive decisions into practical roadmaps and capability interventions.

Sidwuo does not make business decisions on behalf of the Client. The Client remains responsible for deciding whether, how, and when to act on any recommendation.

2.2 Service stages

The Services may be structured as stages in a decision journey:

Stage 1 — Read the system
Board & C‑suite AI Readiness Briefing.

Stage 2 — Align the leadership team
Executive AI Alignment Intensive.

Stage 3 — Prioritise opportunities
AI Transformation Capability & Alignment Diagnostic.

Stage 4 — Make adoption human and operational
Human‑Centric AI Governance Framework.

Stage 5 — Sustain executive decision quality
Fractional AI Governance & Ethics Advisory.

Capability‑building track
Executive Digital Intelligence Coaching, delivered individually.

2.3 Fixed‑scope offerings

Unless otherwise agreed in writing, Services are delivered according to the scope, schedule, participant limits, price, and deliverables described for the selected offering.

Current offerings may include:

• Board & C‑suite AI Readiness Briefing.
• AI Transformation Capability & Alignment Diagnostic.
• Human‑Centric AI Governance Framework.
• Executive AI Alignment Intensive.
• Fractional AI Governance & Ethics Advisory.
• Executive Digital Intelligence Coaching.

Sidwuo may update service names, descriptions, prices, or availability for future engagements. The terms applicable to an accepted engagement will remain those agreed for that engagement.

2.4 Principal‑led delivery

Sid Wuo conducts the advisory sessions, strategic evaluations, workshops, and coaching engagements personally unless the Client and Advisor agree otherwise in writing.

2.5 Out‑of‑scope work

Unless expressly included in a signed statement of work, the Services do not include:

• Software development or coding.
• Technical system integration.
• Model training or deployment.
• Data engineering or database administration.
• Procurement or vendor implementation.
• Staff augmentation.
• Formal legal advice or legal representation.
• Formal accounting, audit, or tax advice.
• Certified regulatory compliance opinions.
• Acting as the Client’s statutory AI officer, data protection officer, auditor, or legal representative.

Additional work may be proposed under a separate written agreement.

3. Service Descriptions and Deliverables

3.1 Board & C‑suite AI Readiness Briefing

This is a high‑density executive diagnostic designed to reveal where leadership interpretations of AI diverge and what the board must understand and defend.

Depending on the agreed scope, deliverables may include:

• Leadership Alignment Map.
• AI Reshaping Decision Map.
• Executive Diagnostic Report.
• 12‑Month AI Governance Roadmap.

3.2 Executive AI Alignment Intensive

This is a structured leadership engagement designed to align the team around which AI opportunities matter and what organisational change they require.

Depending on the agreed scope, deliverables may include:

• Shared definition of AI value and success.
• Map of executive disagreements and resolved decisions.
• Prioritised AI portfolio.
• Decision rights and accountability framework.
• Workforce and managerial implications.
• Governance and human‑oversight requirements.
• “Stop, start, continue” decision set.
• 90‑Day Execution Plan.

3.3 AI Transformation Capability & Alignment Diagnostic

This is a structured assessment of the organisation’s leadership alignment, capabilities, decision structures, governance, and managerial capacity for AI adoption.

Depending on the agreed scope, deliverables may include:

• Executive perspective comparison.
• Capability and maturity assessment.
• Functional alignment gap analysis.
• Governance and accountability gap analysis.
• Managerial and workforce readiness assessment.
• Priority capability interventions.
• Recommended sequence of decisions.
• AI Capability & Maturity Assessment and Gap Matrix.

The Client acknowledges that this is an advisory assessment and not a certified or independently validated scorecard unless expressly stated otherwise.

3.4 Human‑Centric AI Governance Framework

This is an operating framework connecting AI governance with day‑to‑day decisions, roles, controls, and human oversight.

Depending on the agreed scope, deliverables may include:

• Customised AI Governance Policy.
• Human‑in‑the‑loop operating guidelines.
• Vendor and internal tool‑vetting procedures.
• Executive AI Risk Matrix.
• Role and Decision Accountability Matrix.
• Governance Playbook.

3.5 Fractional AI Governance & Ethics Advisory

This is an ongoing advisory service for leadership teams requiring independent review of AI‑related decisions, policies, proposals, and risks.

Depending on the agreed scope, deliverables may include:

• Monthly Risk & Governance Review Memo.
• Review of agreed proposals, policies, or contracts.
• Strategic governance reviews.
• Urgent governance check‑ins.
• Ongoing recommendations for decision quality and oversight.

This service is advisory and does not replace the Client’s legal, compliance, audit, risk, technology, or board responsibilities.

3.6 Executive Digital Intelligence Coaching

This is private capability‑building and decision support for executive leaders seeking practical mastery of AI strategy, governance, and adoption.

Depending on the agreed scope, deliverables may include:

• Personalised Capability‑Building Plan.
• C‑suite Playbook.
• Private coaching sessions.
• Asynchronous decision‑support exchanges.
• Application of concepts to current organisational decisions.

This service is not a certified qualification, formal professional accreditation, or validated psychometric assessment.

4. Fees, Payment, and Scheduling

4.1 One‑time engagements

For one‑time services, the full fee is payable in advance unless the applicable proposal or statement of work states otherwise.

Payment is required before:

• Engagement scheduling.
• Delivery of the initial session.
• Release of final deliverables.

4.2 Recurring advisory

Fractional advisory is invoiced monthly in advance and carries a minimum commitment of six consecutive months unless otherwise agreed in writing.

Following the initial term, either party may terminate the recurring engagement with 30 days’ written notice.

4.3 Currency and taxes

Fees are quoted in euros unless otherwise specified. The Client is responsible for applicable VAT, sales taxes, withholding taxes, bank charges, and similar charges unless the applicable law requires otherwise.

4.4 Fixed scope and additional work

The fixed price covers only the agreed scope. Requests for additional participants, sessions, deliverables, interviews, workshops, travel, or analysis may require a revised quotation or written change order.

4.5 Non‑refundable capacity allocation

Because advisory capacity is reserved upon confirmation, fees are generally non‑refundable once the Client has completed onboarding or the initial session has been scheduled, except where mandatory law requires otherwise.

Nothing in this section limits any non‑waivable rights the Client may have under applicable law.

5. Client Responsibilities

The Client agrees to:

• Complete the required intake questionnaire.
• Provide accurate and sufficiently detailed background information.
• Identify appropriate executive, board, functional, or operational participants.
• Ensure participants attend and contribute actively.
• Provide relevant non‑confidential materials in a timely manner.
• Identify any legal, regulatory, security, or confidentiality restrictions before sharing information.
• Review and provide feedback on draft deliverables where requested.
• Make its own business, legal, technical, employment, procurement, and governance decisions.

The quality and usefulness of the Services depend partly on the completeness, accuracy, and timeliness of information provided by the Client.

6. Scheduling and Rescheduling

6.1 Scheduling period

Unless otherwise agreed, one‑time engagements must begin within 60 days of purchase or signed acceptance.

6.2 Rescheduling

The Client should provide at least 48 hours’ written notice to reschedule a session. Late cancellations or rescheduling may result in the session being treated as delivered or may require an additional fee.

The Advisor will make reasonable efforts to accommodate changes caused by illness, emergency, or circumstances outside the Client’s control.

6.3 Delays

If the Client delays the engagement, fails to provide required information, or cannot make key participants available, delivery dates may be adjusted without creating liability for the Advisor.

7. Intellectual Property

7.1 Client‑specific deliverables

Upon receipt of full payment, the Client receives a non‑exclusive, perpetual, internal‑use licence to use, reproduce, and adapt the custom reports, memos, roadmaps, governance documents, and other deliverables created specifically for the Client.

The Client may share those deliverables internally with its employees, officers, board members, professional advisors, auditors, and contractors who have a legitimate need to know and are subject to appropriate confidentiality obligations.

7.2 Advisor background materials

The Advisor retains ownership of pre‑existing and independently developed materials, including:

• Methodologies.
• Frameworks.
• Diagnostic structures.
• Workshop formats.
• Templates.
• Assessment approaches.
• Playbooks.
• Training materials.
• General know‑how.
• Reusable tools and models.

The Client receives only the rights expressly granted in these Terms or the applicable statement of work.

7.3 No unauthorised resale

The Client may not resell, sublicense, publish, distribute, or commercially exploit Sidwuo’s underlying methodologies or reusable materials without prior written permission.

7.4 General learning

Subject to confidentiality obligations, the Advisor may use general knowledge, skills, experience, and non‑identifying insights gained during engagements to improve future advisory work.

8. Confidentiality and Data Protection

8.1 Mutual confidentiality

Each party will protect non‑public, proprietary, strategic, commercial, technical, personal, and organisational information disclosed during the engagement.

The receiving party will use such information only for the engagement and will apply at least reasonable care to protect it.

8.2 Permitted disclosure

Confidential information may be disclosed to employees, professional advisors, contractors, board members, or service providers who need to know it and are subject to confidentiality obligations.

Disclosure is also permitted where required by law, court order, regulator, or competent authority.

8.3 Client data

The Client should provide only the information necessary for the agreed advisory work. The Client should not submit:

• Special‑category personal data unless expressly agreed.
• Raw consumer databases.
• Unnecessary employee records.
• Passwords or authentication credentials.
• Confidential third‑party information without permission.
• Regulated information that cannot lawfully be shared.

Client materials are handled under the applicable engagement terms, confidentiality commitments, and Privacy Policy.

8.4 Data protection roles

The parties will determine their respective data‑protection roles according to the actual processing involved. Where the Advisor processes personal data on the Client’s documented instructions as a processor, the parties may execute a separate data‑processing agreement where required.

9. Professional Standards and Disclaimer

9.1 Strategic advisory only

The Services provide strategic, management, governance, capability‑building, and decision‑support recommendations.

They do not constitute:

• Legal advice.
• Formal regulatory advice.
• Accounting advice.
• Tax advice.
• Audit or assurance.
• Cybersecurity certification.
• Technical certification.
• Medical or employment advice.
• A guarantee of regulatory compliance.
• A guarantee of AI performance, adoption, revenue, savings, or return on investment.

9.2 Client responsibility for decisions

The Client retains sole responsibility for:

• Business decisions.
• Investment decisions.
• Technical implementation.
• Procurement.
• Employment and workforce decisions.
• Risk acceptance.
• Regulatory filings.
• Compliance.
• Board and corporate governance actions.
• Deployment and operation of AI systems.

The Advisor may recommend that the Client obtain legal, technical, security, HR, financial, or other specialist advice.

9.3 Framework references

Where the Services refer to external standards or frameworks (for example IEEE 3527.1™ or ISO/IEC 42001), those references describe evaluation or advisory context only. They do not imply certification, endorsement, accreditation, conformity assessment, or legal compliance unless expressly stated in writing.

9.4 No guaranteed outcome

The Advisor will perform the Services with reasonable skill and care. However, organisational outcomes depend on factors outside the Advisor’s control, including leadership commitment, resources, data quality, technology performance, employee response, market conditions, and regulatory developments.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Advisor’s total aggregate liability arising from an engagement will not exceed the fees paid for the specific service giving rise to the claim during the three months preceding the event.
• Neither party will be liable for indirect, incidental, special, punitive, or consequential losses, including loss of profit, revenue, opportunity, goodwill, or anticipated savings.
• The limitations do not apply where liability cannot legally be limited or excluded, including liability arising from fraud, wilful misconduct, or other matters that applicable law treats as non‑excludable.

11. Termination

11.1 One‑time services

One‑time engagements end upon completion of the agreed deliverables or earlier termination under these Terms.

11.2 Fractional advisory

Fractional advisory continues for the initial six‑month term and renews monthly thereafter unless terminated in accordance with the applicable agreement.

11.3 Termination for cause

Either party may terminate for material breach if the breach is not remedied within 10 days after written notice, unless a different period is required by law or the breach cannot reasonably be remedied.

11.4 Effect of termination

Upon termination:

• The Client must pay for Services properly delivered and expenses incurred.
• Confidentiality obligations continue.
• Intellectual‑property rights in fully paid deliverables continue.
• Any unpaid invoices become immediately due unless otherwise agreed.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of Spain, unless a signed enterprise addendum provides otherwise.

The parties will first attempt in good faith to resolve any dispute through direct executive negotiation. If the dispute cannot be resolved, it will be submitted to the competent courts of Barcelona, Spain, unless mandatory law requires another forum.

13. Changes to These Terms

The Advisor may update these Terms for future engagements. The applicable version is the version accepted by the Client for the relevant engagement.

Material changes will be identified by an updated effective date or communicated through the relevant contracting process.

14. Contact

Questions about these Terms may be sent to:

Sidney Wuo Lopes
C/ Poeta Cabanyes, 60
08004 Barcelona, Spain
Email: hello@sidwuo.com