Last updated: May 2026

These Terms of Use govern all consulting services, strategic advisory work, website usage, communication, and business relationships provided through this website and related operations. All services are intended exclusively for business clients (B2B).

Legal Notice: 1. LEGAL ENTITY & CONTACT INFORMATION Service Provider: Saphrani s.r.o. Nová Ľubovňa 644 065 11 Nová Ľubovňa Slovakia Company Registration Number (IČO): 48324604 VAT Number - Not VAT-registered (DIČ): 2120143982 Email: studio@ludmilaharing.com Phone: +421 948 001 716 Website: www.ludmilaharing.com 2. SCOPE OF SERVICES Services provided may include, but are not limited to: • Strategic consulting and brand architecture development • Collection and assortment diagnostics (including Turning Point Method™ framework) • Operational systems analysis and future-ready infrastructure assessment • Digital Product Passport (DPP) readiness and regulatory compliance consulting • Workshops, advisory sessions, and strategic frameworks • Internal process consulting, documentation, and reporting • Related strategic consulting services for fashion businesses The exact scope, timeline, deliverables, and fees are defined individually for each engagement through: • Written proposals • Project briefs • Service agreements • Email confirmations 3. SERVICES & ENGAGEMENT TYPES 3.1 Business Clarity Session (90 minutes) A one-time strategic advisory session designed to provide clarity, direction, and strategic insight on a specific business challenge or decision point. Payment: 100% upfront payment required to confirm booking. 3.2 Brand & Collection Diagnostics A diagnostic and analytical engagement focused on identifying structural, strategic, collection-related, operational, or positioning issues within a fashion business. Typical deliverables: Diagnostic report, analysis across collection architecture, commercial coherence, operational integrity. Payment: 50% upfront / 50% upon delivery 3.3 Strategic Brand Transformation A strategic engagement focused on repositioning, decision-making systems, collection alignment, operational clarity, and long-term brand direction. Typical deliverables: Strategic framework, implementation roadmap, brand architecture playbook. 3.4 Brand Architecture System A comprehensive strategic systems engagement focused on full structural realignment of the brand, operational systems, collection logic, strategic frameworks, and long-term scalability. Typical deliverables: Complete systems documentation, operational playbooks, strategic roadmaps, team training materials. 3.5 Future-Ready Brand Foundation An 8-week intensive program for pre-launch or early-stage fashion brands, building commercial coherence, quality systems, supply chain transparency, and regulatory compliance infrastructure from day one. Includes: Strategic foundation, product & quality infrastructure, supply chain transparency (Tier 1-3), DPP data foundation, 3 months post-launch support. 3.6 Future-Ready Systems (Digital Product Passport & Regulatory Readiness) Assessment and implementation roadmap for EU regulatory compliance, including Digital Product Passport (DPP), supply chain transparency, material traceability, and sustainability data infrastructure. 3.7 SKU Rationalization Workshop A focused 1-week engagement to reduce collection complexity, identify margin-destructive products, and create implementation roadmap for SKU optimization. 4. AGREEMENT & ACCEPTANCE By confirming a booking, accepting a proposal, making payment, or engaging services, the client agrees to these Terms of Use. A project is considered approved and legally binding once any of the following occurs: • written confirmation via email or electronic communication, • approval of a proposal or project summary, • payment of an invoice, • or commencement of work by client request. Verbal agreements may be summarized and confirmed in writing by the provider. Unless objected to within a 5 business days, such written confirmation shall be considered accepted. Any additional work outside the agreed scope may require a revised proposal or additional billing. Unless explicitly agreed otherwise for large-scale corporate projects, no separate handwritten or digital signature is required. For select large-scale projects (typically Brand Architecture System engagements exceeding costs), a formal service agreement with digital signature may be required. 5. PAYMENT TERMS 5.1 Payment Structure All services are priced individually based on project scope, complexity, timeline, required involvement, and strategic requirements. Pricing proposals, estimates, and project offers are valid for 14 calendar days unless otherwise stated. Any services, meetings, workshops, revisions, analyses, deliverables, travel, or additional work requested outside the originally agreed scope may be billed separately at the applicable project or consulting rate. Additional work will be confirmed in writing via email or electronic communication before commencement where reasonably possible. The provider reserves the right to adjust pricing for extended project scope, delayed timelines, increased complexity, or additional stakeholder involvement not originally included in the agreed engagement.

Business Clarity Session (90 min): 100% upfront payment required to confirm booking. Brand & Collection Diagnostics: 50% upfront / 50% upon delivery Strategic Brand Transformation: 40% upfront / 30% at midpoint / 30% upon delivery Brand Architecture System: 40% upfront / 30% after Phase 1 approval / 30% upon final delivery Future-Ready Brand Foundation: 40% upfront / 30% at Phase 2 completion / 30% upon final delivery Future-Ready Systems / DPP: 50% upfront / 50% upon delivery SKU Rationalization Workshop: 100% upfront or 50% upfront / 50% upon delivery 5.2 Payment Methods All payments are made via SEPA bank transfer to the account specified on the invoice. Payment details will be provided with each invoice. 5.3 Payment Due Date Upfront payments: Due immediately upon invoice issuance. Work begins only after payment is received. Milestone payments: Due within 7 days of invoice issuance. Final payments: Due within 7 days of project completion and deliverable handover. 5.4 Late Payments Late payments may result in: • Suspension of ongoing work until payment is received • Statutory default interest as permitted under Slovak and EU law (currently 9.5% per annum or as updated) • Withholding of final deliverables until full payment is received 5.5 Currency All fees are quoted and invoiced in EUR (€). 5.5 Project Approval A project is considered approved and contractually binding once any of the following occurs: • written confirmation via email or electronic communication, • approval of a proposal or project summary, • payment of an invoice, • or commencement of work by client request. Verbal agreements may be summarized and confirmed in writing by the provider. Unless objected to within a 5 business days, such written confirmation shall be considered accepted. Any additional work outside the agreed scope may require a revised proposal or additional billing. 6. CANCELLATION & REFUND POLICY 6.1 Client Cancellation Before Work Begins If the client cancels the engagement before any work has started, a non-refundable reservation and administrative fee of 25% of the total agreed project value will be retained. The remaining prepaid amount (if any) will be refunded within 30 days. 6.2 Client Cancellation After Work Has Started If the client cancels the engagement after work has commenced: • All completed work is non-refundable • The client is responsible for payment of all hours worked and deliverables created up to the point of cancellation • Any unused prepaid amounts may be refunded proportionally, after deduction of: o Completed work (calculated on hourly or milestone basis) o Incurred costs (third-party expenses, research, tools, travel if applicable) o Administrative costs • Minimum engagement fees are always non-refundable (upfront deposit is non-refundable in all cases) 6.3 Cancellation Notice Period Clients must provide 14 days written notice (via email) for termination of ongoing engagements. 6.4 Provider's Right to Terminate The provider reserves the right to terminate the agreement immediately and without refund in cases including: • Non-payment or breach of payment terms • Breach of contract or these Terms of Use • Abusive, threatening, or disrespectful behavior toward the provider or team members • Unethical conduct or requests for services that violate professional standards • Lack of cooperation, failure to provide required information, or unavailability that prevents effective project delivery • Misrepresentation of facts, provision of false information, or fraudulent conduct The provider may also terminate the engagement with 14 days written notice if the working relationship is not aligned with the project direction, if the client is unresponsive for extended periods, or if continuation is not feasible. In cases of provider-initiated termination due to client breach, no refunds will be issued. In cases of provider-initiated termination for reasons unrelated to client breach, unused prepaid amounts may be refunded proportionally after deduction of work completed. 6.5 Refund Processing Where refunds are applicable under these terms, they will be processed within 30 days of termination confirmation via the original payment method. 7. CLIENT RESPONSIBILITIES The client agrees to: • Provide accurate, complete, and timely information required for effective project delivery, including but not limited to: o Business financials, operational data, organizational structure o Collection data, SKU information, sales performance, inventory levels (for collection diagnostics) o Supply chain information, supplier contacts, material sourcing details (for DPP and sustainability projects) o Brand positioning, marketing materials, customer data (for strategic projects) o Access to relevant team members, stakeholders, and decision-makers • Cooperate in a timely manner, including: o Attending scheduled meetings, workshops, and strategic sessions o Responding to information requests within reasonable timeframes (typically 3–5 business days) o Providing feedback on deliverables within agreed review periods o Ensuring availability of key stakeholders for workshops and interviews • Provide required documentation, such as: o Previous strategic documents, reports, or analyses o Financial statements, P&L reports, margin analyses (where relevant) o Product specifications, tech packs, quality standards (for operational projects) o Legal and compliance documentation (for regulatory readiness projects) • Make strategic decisions regarding implementation: o The provider offers strategic guidance, analysis, and recommendations o Final business decisions and implementation actions remain the client's responsibility o The client is responsible for executing recommendations and managing internal change • Ensure lawful use of provided materials: o Materials, frameworks, and deliverables must be used only for internal business purposes o Proprietary methodologies (including Turning Point Method™) may not be reproduced, taught, resold, or commercially exploited without written consent Delays caused by missing information, unavailable stakeholders, lack of cooperation, or client-side capacity constraints may affect project timelines, delivery schedules, and may result in the inability to deliver a complete project within the originally agreed timeframe. In cases where client delays exceed 30 days, the provider reserves the right to pause the project or terminate the engagement under the terms outlined in

Section 6.4. 8. SERVICE DELIVERY & COMMUNICATION 8.1 Delivery Methods Services are delivered primarily through virtual/online formats, including: • Video conferencing (Zoom, Google Meet, Microsoft Teams) • Online collaboration tools (Miro, Notion, Google Drive, Dropbox) • Email communication and document sharing • Asynchronous strategic guidance and written deliverables 8.2 In-Person Meetings (Optional) In-person meetings, workshops, or on-site consultations are available upon request and are subject to additional feescovering: • Travel costs (transportation, mileage, flights, trains) • Accommodation expenses (hotels, lodging) • Per diem or meal expenses where applicable • Additional preparation and travel time All travel-related expenses must be agreed in writing before booking and will be invoiced separately or added to the project proposal. The client is responsible for reimbursing all reasonable and documented travel expenses within 14 days of invoice receipt, unless otherwise agreed. 8.3 Communication Channels Communication may take place through: • Email (primary written communication) • Video conferencing platforms (Zoom, Google Meet, Microsoft Teams) • Messaging platforms (WhatsApp Business, where appropriate for quick coordination) • Collaboration tools (Notion, Miro, Google Drive, Dropbox) • Phone (for urgent or sensitive matters) The client agrees that email correspondence constitutes legally binding communication and may be used for contract acceptance, scope changes, approvals, and formal notices. 8.4 Recordings Strategy sessions, workshops, diagnostic interviews, and meetings may be recorded (audio and/or video) for the following purposes: • Documentation and record-keeping • Quality assurance and internal review • Project development and analysis • Educational purposes (anonymized and with client consent) • Transcription and note-taking By participating in meetings and sessions, the client consents to such recordings where applicable. Recordings are stored securely and treated as confidential under the terms of Section 10. Recordings will not be shared publicly or with third parties without explicit written consent, except in anonymized form for educational or case study purposes (with prior approval). 9. CONFIDENTIALITY 9.1 Scope of Confidential Information All information shared by the client is treated as strictly confidential, including but not limited to: • Business strategies, plans, and proprietary methodologies • Financial information, revenue data, margin structures, cost analyses • Operational data, internal processes, production details, supplier relationships • Collection data, SKU information, sales performance, inventory levels • Customer data, market research, competitive intelligence • Contact details of partners, suppliers, employees, and third parties • Trade secrets, intellectual property, and proprietary systems 9.2 Confidentiality Obligations The provider agrees to: • Maintain strict confidentiality of all client information • Use confidential information solely for the purpose of delivering agreed services • Not disclose confidential information to third parties without prior written consent • Implement reasonable security measures to protect confidential information • Ensure that any subcontractors or collaborators (if applicable) are bound by equivalent confidentiality obligations 9.3 Duration Confidentiality obligations remain in effect during the collaboration and for 2 years after termination of the engagement. For particularly sensitive information (trade secrets, proprietary processes, strategic plans with long-term implications), confidentiality may extend indefinitely at the client's request and mutual agreement. 9.4 Permitted Disclosures Confidential information may only be disclosed: • With written permission from the client (via email or formal agreement) • In anonymized form without any identifiable information, company names, or details that could reasonably identify the client • Where legally required, including: o Court orders or legal proceedings o Regulatory inquiries or government investigations o Tax or financial audits o Compliance with applicable laws and regulations In cases where disclosure is legally required, the provider will make reasonable efforts to notify the client in advance (unless prohibited by law) and will limit disclosure to the minimum necessary. 9.5 Anonymized Case Studies & Testimonials The provider may create anonymized case studies for marketing, educational, or thought leadership purposes, subject to the following conditions: • No identifying information will be included (company name, brand name, location, industry specifics, or any details that could reasonably identify the client) • Client consent is required before any case study is published or shared publicly • The client retains the right to review and approve case study content before publication • Consent may be requested during or after the engagement via email If the client prefers complete confidentiality with no case studies or references (even anonymized), this must be stated in writing at the start of the engagement. 10. INTELLECTUAL PROPERTY 10.1 Ownership of Deliverables Upon full payment, the client owns the final agreed deliverables, including: • Strategic reports, diagnostic analyses, and written recommendations • Collection architecture frameworks, roadmaps, and implementation plans created specifically for the client • Customized templates, tools, and documentation developed for the client's internal use • Workshop materials, presentation decks, and session outputs The client may use these deliverables for internal business purposes only. 10.2 Proprietary Methodologies & Frameworks The following remain the exclusive intellectual property of the provider and may not be reproduced, distributed, licensed, resold, taught, or commercially exploited without explicit written consent: • Turning Point Method™ (diagnostic framework, lens structure, assessment methodology) • Future-Ready Systems framework (DPP readiness assessment, regulatory compliance methodology) • Collection Intelligence methodology (SKU analysis, margin assessment, collection architecture frameworks) • All proprietary tools, templates, models, know-how, and internal consulting methodologies • Training materials, strategic systems, and consulting approaches developed by the provider The client may: • Use the insights, recommendations, and strategic guidance provided for internal business decisions • Reference the methodologies internally (e.g., "We worked with a consultant using the Turning Point Method") • Implement recommendations and apply learned concepts within their own business The client may NOT: • Teach, license, or resell the Turning Point Method™ or other proprietary frameworks • Reproduce or distribute proprietary tools, templates, or methodologies to third parties • Use the provider's intellectual property for commercial purposes outside their own business • Claim ownership or authorship of proprietary methodologies Violation of intellectual property rights may result in legal action and financial liability. 10.3 Pre-Existing Materials Any materials, tools, templates, or frameworks that existed prior to the engagement or are used across multiple client projects remain the property of the provider, even if customized or adapted for the client's specific needs. 10.4 Third-Party Materials If third-party materials, software, or tools are recommended or used during the engagement, the client is responsible for obtaining appropriate licenses and ensuring compliance with third-party terms of use. 11. LIMITATION OF LIABILITY & WARRANTIES 11.1 Nature of Services All services provided are advisory and strategic in nature. The provider offers professional analysis, strategic recommendations, frameworks, and guidance based on available information and industry expertise. The provider does not: • Make business decisions on behalf of the client • Guarantee specific outcomes, results, or performance metrics • Provide legal, financial, or tax advice (except where it relates to fashion business strategy) • Assume responsibility for client's implementation, execution, or operational decisions 11.2 No Guarantees The provider makes no guarantees regarding: • Revenue growth, sales increases, or profitability improvements • Return on investment (ROI) or financial performance • Market success, customer acquisition, or brand perception outcomes • Regulatory compliance outcomes (the provider advises on compliance readiness but cannot guarantee approval or acceptance by regulatory authorities) • Third-party behaviors (supplier performance, customer response, market conditions) • Business outcomes dependent on client implementation, market factors, or external conditions beyond the provider's control Strategic recommendations are based on the information provided by the client, industry best practices, and professional judgment. Actual results depend on numerous factors including client execution, market conditions, timing, and external variables. 11.3 Limitation of Liability To the maximum extent permitted by Slovak and EU law: The provider's total liability arising out of or related to any engagement, whether in contract, tort, negligence, or otherwise, is limited to the total fees paid by the client for the specific service or project giving rise to the claim. The provider is not liable for: • Indirect, incidental, consequential, or punitive damages • Lost profits, lost revenue, or lost business opportunities • Damage to reputation or brand value • Third-party claims arising from client's use or implementation of recommendations • Errors or omissions in information provided by the client • Delays, disruptions, or failures caused by client-side factors (lack of information, unavailability, non-cooperation) • Force majeure events (as outlined in Section 13) 11.4 Client's Responsibility The client acknowledges and agrees that: • Implementation decisions remain the client's sole responsibility • The client is responsible for evaluating recommendations and making informed business decisions • The client is responsible for operational execution, team management, and change management • The client is responsible for ensuring regulatory compliance in their specific jurisdiction (the provider offers guidance but does not act as legal counsel) • The client assumes all risks associated with business decisions and strategic changes 11.5 Professional Indemnity Insurance The provider does not currently maintain professional indemnity insurance but may obtain coverage for large-scale projects where required. Coverage details may be provided upon reasonable request. 11.6 Exclusions This limitation of liability does not apply to: • Liability for fraud, willful misconduct, or gross negligence • Liability that cannot be excluded or limited under applicable law • Breaches of confidentiality obligations (Section 9) • Violations of intellectual property rights (Section 10) 12. SCOPE CHANGES & ADDITIONAL WORK 12.1 Changes to Agreed Scope Any work requested outside the originally agreed project scope may be billed separately at: • Hourly rates (as agreed or based on prevailing consulting rates) • Project-based fees (for substantial scope expansions) • Fixed-fee add-ons (for specific additional deliverables) 12.2 Impact on Timeline & Deliverables Additional requests or scope changes may impact: • Project timelines (extended deadlines to accommodate new work) • Deliverables (prioritization, sequencing, or phasing of outputs) • Pricing (additional fees as outlined above) 12.3 Approval Process Any scope changes must be: • Requested in writing (via email or formal change request) • Reviewed and estimated by the provider (timeline and cost impact) • Approved by the client before work on the additional scope begins Both parties will confirm scope changes via email or amended service agreement. 13. DATA PROTECTION & PRIVACY (GDPR) 13.1 Personal Data Collected In the course of providing services, the provider may collect and process the following categories of personal data: From the client (business contact): • Name, email address, phone number, job title • Company name, business address, website • Payment information (bank account details for invoicing purposes) From the client's organization (where applicable): • Names, roles, and contact details of employees, stakeholders, or team members involved in the project • Business data that may include personal identifiers (e.g., sales data, customer insights, operational reports) From the client's business operations: • Financial data, operational metrics, business strategies • Supplier, partner, and third-party contact information (where relevant to the project scope) 13.2 Legal Basis for Processing Personal data is processed based on: • Contractual necessity (to deliver agreed services) • Legitimate interests (business operations, communication, project management) • Legal obligations (tax, accounting, regulatory compliance) 13.3 How Data is Used Personal data is used solely for: • Delivering consulting services and fulfilling contractual obligations • Project communication, coordination, and documentation • Invoicing, payment processing, and financial record-keeping • Legal, tax, and accounting compliance • Internal quality assurance and project review • Anonymized research, case studies, or thought leadership (with consent, as per Section 9.5) The provider does not: • Sell, rent, or share personal data with third parties for marketing purposes • Use personal data for purposes unrelated to the agreed services • Transfer personal data outside the EU/EEA without appropriate safeguards 13.4 Data Storage & Security Personal and business data is stored securely using: • Cloud-based tools: Google Workspace (email, Drive), Notion, Miro, Dropbox • Communication platforms: Zoom, Google Meet, Microsoft Teams, WhatsApp Business (end-to-end encrypted where applicable) • Payment processing: Bank transfers (no credit card data stored) • Local encrypted storage (where applicable, password-protected devices) Security measures include: • Password protection and two-factor authentication (where available) • Encrypted communication channels • Regular backups and secure cloud storage providers compliant with GDPR • Access restricted to authorized personnel only 13.5 Data Retention Personal and business data is retained for: • Duration of the engagement plus 3 years after project completion (for legal, tax, and accounting purposes under Slovak law) • Longer retention may apply for: o Tax and financial records (as required by Slovak tax law: typically 7–10 years) o Contractual documentation and deliverables (indefinitely, unless deletion is requested) o Anonymized data used for research or case studies (indefinitely, but without personally identifiable information) After the retention period, personal data is securely deleted or anonymized. 13.6 Third-Party Processors (Subprocessors) The provider uses the following third-party tools and platforms that may process personal data: • Google Workspace (email, document storage, collaboration) — GDPR-compliant, EU-based data centers • Zoom / Google Meet / Microsoft Teams (video conferencing) — GDPR-compliant • Notion / Miro (collaboration, project management) — GDPR-compliant • Dropbox (file sharing) — GDPR-compliant • WhatsApp Business (client communication, where applicable) — end-to-end encrypted All third-party processors are selected based on their compliance with GDPR and commitment to data protection. 13.7 Client Rights (GDPR) Under GDPR, the client and individuals whose data is processed have the following rights: • Right to access: Request a copy of personal data held by the provider • Right to rectification: Request correction of inaccurate or incomplete data • Right to erasure ("right to be forgotten"): Request deletion of personal data (subject to legal retention obligations) • Right to restriction of processing: Request limitation of how data is used • Right to data portability: Request personal data in a structured, commonly used format • Right to object: Object to processing based on legitimate interests • Right to withdraw consent: Where processing is based on consent (e.g., case study use), consent may be withdrawn at any time To exercise these rights, contact: hello@ludmilaharing.com Requests will be responded to within 30 days as required by GDPR. 13.8 Data Protection Officer (DPO) As a small business, the provider acts as the internal Data Protection Officer responsible for GDPR compliance. For data protection inquiries, contact: hello@ludmilaharing.com 13.9 Data Breach Notification In the unlikely event of a data breach involving personal data, the provider will: • Notify affected clients within 72 hours of becoming aware of the breach (as required by GDPR) • Take immediate action to contain and mitigate the breach • Cooperate with supervisory authorities where required 13.10 Full Privacy Policy For complete details on data collection, processing, storage, and rights, please refer to the Privacy Policy available on this website: www.ludmilaharing.com 14. FORCE MAJEURE 14.1 Definition Neither party shall be liable for delays, non-performance, or inability to fulfill obligations caused by circumstances beyond reasonable control, including but not limited to: • Natural disasters (earthquakes, floods, fires, severe weather events) • Pandemics, epidemics, or public health emergencies • War, armed conflict, terrorism, civil unrest, or government actions • Strikes, labor disputes, or transportation disruptions • Prolonged internet, technology, or infrastructure failures affecting service delivery • Serious illness, incapacity, or death of key personnel • Acts of government, changes in law or regulation that prevent performance • Other force majeure events as recognized under Slovak and EU law 14.2 Notification The affected party must notify the other party as soon as reasonably possible (within 7 days) of the force majeure event, including: • Description of the event and its impact on the ability to perform • Expected duration of the disruption • Proposed measures to mitigate the impact 14.3 Impact on Obligations During a force majeure event: • Project timelines may be reasonably adjusted or paused by mutual agreement • Obligations are suspended for the duration of the event (neither party is in breach of contract) • Both parties will make reasonable efforts to minimize disruption and resume performance as soon as possible 14.4 Cancellation or Refund If a force majeure event exceeds 60 days and prevents continuation of the project: • Either party may request termination of the engagement • Refund of unused prepaid amounts may be assessed on a case-by-case basis, after deduction of: o Work completed up to the point of termination o Costs incurred that cannot be recovered o Reasonable administrative fees Refund decisions will be made in good faith, taking into account the specific circumstances and impact on both parties. 15. GOVERNING LAW & DISPUTE RESOLUTION 15.1 Governing Law These Terms of Use and all related agreements are governed by and construed in accordance with the laws of the Slovak Republic, without regard to conflict of law principles. 15.2 Dispute Resolution Process In the event of any dispute, disagreement, or claim arising out of or relating to these Terms of Use or any engagement: Step 1: Good Faith Negotiation Both parties agree to first attempt to resolve the dispute through direct, good faith negotiation within 14 days of a written notice of dispute being sent by either party. Step 2: Mediation If negotiation does not resolve the dispute within 14 days, both parties agree to attempt mediation through a mutually agreed neutral third-party mediator. Mediation costs will be shared equally unless otherwise agreed. Step 3: Arbitration or Litigation If mediation fails or is deemed impractical, disputes may be resolved through: • Arbitration (if both parties agree to binding arbitration under Slovak arbitration law) • Court litigation (as outlined below) 15.3 Jurisdiction Any legal proceedings arising from these Terms of Use or any engagement shall be subject to the exclusive jurisdiction of the courts of the Slovak Republic, specifically the courts located in the district of the provider's registered place of business (Nová Ľubovňa or the applicable regional court). Exception: If the client is a consumer (individual entrepreneur without commercial registration) under EU law, they may also bring proceedings in the courts of their own EU member state in accordance with EU consumer protection regulations. 15.4 Language These Terms of Use are provided in English. In the event of any dispute regarding interpretation, the English version shall prevail unless otherwise required by applicable law. If Slovak translation is required for legal proceedings, a certified translation will be provided, with costs borne by the party initiating the legal action. 16. GENERAL PROVISIONS 16.1 Entire Agreement These Terms of Use, together with any written service agreement, proposal, or project brief agreed upon between the parties, constitute the entire agreement and supersede all prior discussions, negotiations, understandings, or agreements (whether written or oral) relating to the subject matter. No verbal promises, representations, or informal communications shall be binding unless confirmed in writing via email or formal agreement. 16.2 Amendments These Terms of Use may be updated from time to time. The current version will always be available on the provider's website (www.ludmilaharing.com) with the "Last updated" date clearly indicated. For ongoing engagements: • Clients will be notified of material changes via email • Changes apply to new engagements after the update date • Ongoing projects remain governed by the terms in effect at the time of contract acceptance, unless both parties agree otherwise in writing Changes to individual project terms (scope, timeline, fees, deliverables) must be agreed in writing and signed or confirmed via email by both parties. 16.3 Severability If any provision of these Terms of Use is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent, or replaced with a valid provision that achieves the same purpose. 16.4 Assignment & Subcontracting Client: The client may not transfer, assign, or delegate their rights or obligations under these Terms of Use or any service agreement to a third party without the provider's prior written consent. Provider: The provider may subcontract specific tasks (e.g., design, research, technical work) to trusted collaborators or specialists without client consent, provided that: • The provider remains fully responsible for all work and deliverables • Any subcontractors are bound by equivalent confidentiality and quality standards • The client's confidential information is protected If the client requires exclusive personal performance (no subcontracting), this must be explicitly agreed in writing before the engagement begins. 16.5 Waiver The failure of either party to enforce any provision of these Terms of Use shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by the party granting the waiver. 16.6 Notices All formal notices, requests, or communications under these Terms of Use must be sent in writing to: Provider: Email: hello@ludmilaharing.com Address: Saphrani s.r.o., Nová Ľubovňa 644, 065 11 Nová Ľubovňa, Slovakia Client: To the email address or contact details provided during engagement or booking. Notices are considered delivered: • Immediately if sent via email (during business hours: 9 AM – 6 PM CET) • 1 business day after sending if emailed outside business hours • 3 business days after mailing if sent via postal service 16.7 Relationship of Parties The relationship between the provider and the client is that of independent contractor. Nothing in these Terms of Use or any engagement creates: • An employment relationship • A partnership, joint venture, or agency relationship • Any authority for either party to bind the other to third-party commitments 16.8 Survival The following provisions shall survive termination or expiration of any engagement: • Section 9: Confidentiality (for 2 years post-termination) • Section 10: Intellectual Property • Section 11: Limitation of Liability • Section 15: Governing Law & Dispute Resolution • Any payment obligations incurred prior to termination 17. SPECIFIC ADDITIONAL CLAUSES 17.1 Non-Solicitation During the term of the engagement and for 12 months thereafter, the client agrees not to: • Directly or indirectly solicit, recruit, or hire any employees, contractors, or collaborators of the provider who were involved in the client's project • Encourage any such individuals to terminate their relationship with the provider This clause does not prohibit: • General job advertisements or recruiting efforts not specifically targeted at the provider's team • Hiring individuals who independently apply for positions without solicitation Violation of this clause may result in financial liability equivalent to 6 months of the individual's compensation or as determined by applicable law. 17.2 Non-Compete (During Engagement Only) During the active period of engagement, the provider agrees not to: • Simultaneously provide identical strategic services (e.g., Turning Point Diagnostic, Collection Performance Diagnostic) to the client's direct competitors in the same market segment "Direct competitor" is defined as: a fashion brand operating in the same product category, price segment, and primary geographic market as the client. This clause does not prohibit: • Working with brands in different segments, categories, or markets • Providing different types of services (e.g., DPP consulting, startup advisory) to brands in related sectors • Continuing existing client relationships that predate the current engagement After the engagement concludes, the provider is free to work with any clients without restriction. If the client requires exclusive representation or broader non-compete terms, this must be negotiated separately in writing and may be subject to additional fees. 17.3 Testimonials & Case Study Rights The client agrees to: • Provide a written testimonial upon request (within 30 days of project completion), if the client is satisfied with the services provided • Allow the creation of an anonymized case study (as outlined in Section 9.5), subject to client review and approval before publication The client may decline either of these requests without penalty, but cooperation is appreciated and helps the provider demonstrate value to future clients. Testimonials and case studies are governed by the confidentiality provisions in Section 9 and require explicit written consent before publication. 17.4 Travel & Expenses (For In-Person Services) If in-person meetings, workshops, or on-site consultations are requested: Travel costs include: • Transportation (flights, trains, car rental, mileage at standard rate) • Accommodation (hotels, lodging as appropriate for business travel) • Meals and per diem expenses (within reasonable limits) • Visa or travel documentation fees (if international travel) Terms: • All travel expenses must be pre-approved in writing before booking • The client will be provided with an estimated travel budget in advance • Actual expenses will be invoiced with receipts and documentation • Payment for travel expenses is due within 14 days of invoice, separate from service fees • The provider will make reasonable efforts to minimize travel costs (economy flights, standard business accommodation) Cancellation of in-person meetings: • If the client cancels an in-person meeting with less than 7 days notice, the client is responsible for any non-refundable travel costs already incurred (flights, hotel deposits, etc.) 17.5 Scope Change & Pricing Policy If the client requests additional work outside the agreed scope: Hourly consulting rate: €200–€350 per hour (depending on complexity and nature of work) Project-based add-ons: Quoted individually based on scope, timeline, and deliverables required Process: 1. Client submits written request describing additional work needed 2. Provider estimates time, cost, and impact on timeline 3. Client approves in writing before work begins 4. Additional work is invoiced separately or added to the next milestone payment Rush requests or compressed timelines may be subject to premium pricing (up to 50% surcharge) if they require significant re-prioritization or extended working hours. 18. B2B DECLARATION & CONSUMER RIGHTS 18.1 Business-to-Business Services All services provided are intended exclusively for business clients (B2B). "Business client" is defined as: • Registered companies (s.r.o., a.s., or equivalent legal entities) • Sole proprietors with active trade licenses (živnosť) • Partnerships, agencies, or other commercial entities • Professional buyers acting in a commercial or professional capacity By engaging services, the client confirms that they are acting in their professional or commercial capacity, not as a consumer. 18.2 Consumer Rights (If Applicable) In the unlikely event that a client qualifies as a consumer under EU law (an individual purchasing services for personal, non-commercial use outside their professional activity): 14-Day Cooling-Off Period: The client has the right to cancel the contract within 14 days of acceptance without providing a reason. Exception: If the client expressly requests that services begin immediately (before the 14-day period expires), and the provider complies with this request, the client waives the right to cancel once performance has commenced. This waiver must be explicit and in writing (e.g., via email: "I request immediate start of services and understand this waives my 14-day cancellation right"). Refund (if cooling-off applies): If the client cancels within the 14-day period before services begin, a full refund will be provided within 14 days, minus any administrative fees already incurred. 18.3 VAT Treatment The provider is not currently VAT-registered. For EU B2B clients (reverse charge mechanism): If the client is a VAT-registered business in another EU member state, the reverse charge mechanism applies: • The provider invoices without Slovak VAT • The client is responsible for accounting for VAT in their own country under the reverse charge rules • The client must provide their valid VAT number for this to apply For Slovak B2B clients: Provider is not VAT-registered. If the provider becomes VAT-registered in the future: Clients will be notified, and invoices will include applicable VAT rates as required by Slovak law (currently 20% standard rate for consulting services). 19. CONTACT & QUESTIONS For questions regarding these Terms of Use, services, or to discuss a potential engagement: Email: hello@ludmilaharing.com Phone: +421 948 001 716 Website: www.ludmilaharing.com Business hours: Monday–Friday, 9:00 AM – 5:00 PM CET (Responses to inquiries typically within 1–2 business days) 20. ACKNOWLEDGMENT & ACCEPTANCE By engaging services, making payment, confirming a booking, or accepting a proposal, the client acknowledges that they have: • Read and understood these Terms of Use in full • Agreed to be bound by all terms and conditions outlined herein • Confirmed that they are acting in a professional or commercial capacity (B2B) • Provided accurate information and contact details • Understood the payment terms, cancellation policy, and scope of services Electronic acceptance (via email confirmation, proposal acceptance, or payment) constitutes a legally binding agreement equivalent to a handwritten signature. END OF TERMS AND CONDITIONS Saphrani s.r.o. Nová Ľubovňa 644, 065 11 Nová Ľubovňa, Slovakia studio@ludmilaharing.com | +421 948 001 716 www.ludmilaharing.com

Last updated: May 2026