Montserrat Strategic Advisory SL
Carrer de la Marina 16-18, 08005 Barcelona, Spain
CIF / NIF: To be provided
Last Updated: 10 March 2026 — Effective Date: 10 March 2026
1. Scope and Applicability
1.1 These Terms and Conditions ("Terms") govern all services, products, digital content, platforms, advisory services, and related offerings ("Services") provided by Montserrat Strategic Advisory SL ("MSA," "we," "us," or "our"), a company incorporated under the laws of Spain with registered address at Carrer de la Marina 16-18, 08005 Barcelona, Spain.
1.2 These Terms apply globally to all Clients, regardless of location. Certain rights or obligations may vary depending on applicable mandatory law in the Client's jurisdiction.
1.3 These Terms apply exclusively to business clients (B2B). Consumer transactions are expressly excluded. By entering into an agreement with MSA, the Client confirms that it is acting in a professional or commercial capacity.
2. B2B Representation and Eligibility
2.1 The Client represents and warrants that it is acting in a professional or commercial capacity and entering into this agreement for business purposes only.
2.2 Consumers within the meaning of applicable consumer protection laws (including but not limited to Directive 2011/83/EU and Spanish Real Decreto Legislativo 1/2007) are explicitly excluded from these Services.
2.3 Individuals booking Services with the intent to establish, operate, or prepare a professional or self-employed activity shall be deemed to act in a business capacity for the purposes of these Terms.
3. Formation of Contract
3.1 A binding contract is formed upon the earliest of: signature of an Offer Letter, acceptance of an invoice, completion of payment, registration on the member platform, or access to the Services.
3.2 By entering into the contract, the Client confirms acceptance of these Terms and Conditions, the Data Processing Addendum (DPA), and the Privacy Policy in their then-current versions.
3.3 Free-tier Services (including but not limited to the "Fast Lane" program) are governed by these same Terms. Registration for any Service constitutes acceptance.
4. Nature of Services
4.1 MSA provides B2B strategic advisory, business architecture, and structural consulting services focused on revenue architecture, delivery infrastructure, and organizational governance for advisory, consulting, and professional services firms.
4.2 Services may include, but are not limited to: access to digital member platforms (including Memberspot), live or recorded working sessions, documents, templates, frameworks, strategic guidance, and structured build processes.
4.3 MSA's Services are architectural in nature. MSA designs business operating systems, revenue architecture, delivery infrastructure, and organizational governance frameworks. Implementation and business outcomes remain the sole responsibility of the Client.
4.4 MSA is not a coaching provider, mentoring service, mastermind program, or accountability group. Sessions are structured working blocks that produce documented architectural outputs — not motivational, therapeutic, or personal development content.
5. Disclaimer — No Guarantees of Results
THIS SECTION CONTAINS IMPORTANT DISCLAIMERS. BY ACCEPTING THESE TERMS, THE CLIENT ACKNOWLEDGES AND AGREES TO ALL PROVISIONS HEREIN.
5.1 All Services are provided on a best-effort basis. MSA provides structural frameworks, strategic guidance, and architectural design. MSA does not and cannot guarantee any specific outcomes, financial results, revenue targets, business success, profitability, client acquisition, or regulatory approval.
5.2 MSA is an architecture firm for advisory businesses. Like a building architect, MSA designs the structure. The Client is solely responsible for construction, execution, and operation. The architecture does not produce outcomes — the founder who builds and operates it does.
5.3 Any revenue figures, growth metrics, timeframes, case studies, testimonials, or examples referenced in MSA's marketing materials, website, presentations, or communications are illustrative only. They represent individual client experiences and are not indicative of typical, expected, or guaranteed results.
5.4 Past performance of other clients does not guarantee future results for any Client. Each business operates in unique market conditions with unique variables outside MSA's control.
5.5 No oral or written statement by MSA, its employees, contractors, or representatives shall create a warranty or guarantee of results not expressly stated in a signed Offer Letter.
5.6 The Client expressly waives any claim against MSA based on unmet revenue expectations, unachieved business targets, or dissatisfaction with business outcomes resulting from the implementation or non-implementation of MSA's guidance, to the maximum extent permitted by applicable law.
6. AI-Assisted Services Disclaimer
6.1 MSA may utilize artificial intelligence tools (including but not limited to OpenAI ChatGPT, Anthropic Claude, Fireflies.ai, and other AI-powered platforms) in the delivery of its Services. AI-assisted tools may be used for transcription, analysis, content generation, and strategic recommendations.
6.2 AI-generated outputs may contain inaccuracies, errors, or omissions. Clients remain solely responsible for independently verifying any AI-generated insights, analyses, recommendations, or content before relying upon or implementing them.
6.3 MSA does not guarantee the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output. MSA shall not be liable for any loss or damage arising from the Client's reliance on AI-generated outputs without independent verification.
7. Professional Advice Exclusion
7.1 MSA's Services do not constitute and shall not be construed as legal advice, tax advice, financial advice, investment advice, accounting advice, or any other form of regulated professional advice.
7.2 The Client is solely responsible for obtaining independent professional advice in all matters relating to legal compliance, taxation, financial planning, regulatory requirements, employment law, and any other area requiring licensed professional guidance.
7.3 Any information provided by MSA regarding pricing strategies, business structures, revenue models, contractual frameworks, or operational processes is strategic and architectural in nature and does not replace professional legal or financial counsel.
7.4 MSA expressly disclaims any liability arising from the Client's reliance on MSA's guidance as a substitute for professional legal, tax, or financial advice.
8. Client Responsibilities
8.1 The Client remains fully and exclusively responsible for: all decisions made based on the Services; implementation of any guidance or frameworks provided; compliance with all applicable laws and regulations in its jurisdiction; and all business outcomes resulting from the use or non-use of the Services.
8.2 MSA does not control, influence, or bear responsibility for the Client's execution, market conditions, competitive dynamics, regulatory environment, team performance, or any other external or internal factors affecting the Client's business.
8.3 The Client acknowledges that the value of MSA's Services depends entirely on the Client's active participation, implementation effort, and operational commitment.
8.4 The Client is responsible for the accuracy and completeness of all information provided to MSA during the engagement. MSA is not responsible for any outcomes, errors, or deficiencies resulting from inaccurate, incomplete, or misleading information provided by the Client.
9. Fees and Payment
9.1 Fees are as stated in the applicable Offer Letter, invoice, or platform checkout and are due in advance unless otherwise agreed in writing.
9.2 Accepted payment methods include: QONTO bank transfer, GoCardless SEPA direct debit, SEPA bank transfer, card payments, and recurring direct debit payments. Cash payments are not accepted.
9.3 All fees are stated in EUR unless otherwise specified. The Client bears all currency conversion costs, bank fees, and transfer charges.
9.4 Late payments accrue interest at the rate of eight (8) percentage points above the European Central Bank base rate, in accordance with Spanish Ley 3/2004 on combating late payment in commercial transactions, or the maximum rate permitted by applicable law, whichever is lower.
9.5 MSA reserves the right to suspend access to all Services and revoke platform access upon written notice (including email) of non-payment. Suspension does not relieve the Client of its payment obligations.
9.6 Where payment is made by SEPA direct debit, the Client authorizes MSA (or its payment processor GoCardless) to collect the agreed amounts from the designated bank account. The Client is responsible for ensuring sufficient funds are available.
10. Refund Policy
10.1 ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE.
10.2 No refunds, credits, or compensations shall be granted once access to Services, platforms, sessions, materials, content, or any deliverable has been provided, regardless of the Client's level of participation, satisfaction, or implementation.
10.3 Dissatisfaction with Services, failure to implement guidance, lack of desired business outcomes, or change of business direction does not create any right to a refund, credit, or compensation.
10.4 The Client expressly waives the right to initiate chargebacks, payment reversals, or disputes with payment providers to the maximum extent permitted by applicable law. Unauthorized chargebacks may result in: immediate termination of all Services; revocation of all platform access; legal recovery of outstanding amounts including reasonable legal costs; and reporting to credit reference agencies where permitted by law.
10.5 Free-tier Services (including Fast Lane) do not create any entitlement to refunds, credits, or compensation of any kind.
11. Platform Access and Service Availability
11.1 Access credentials to MSA's digital platforms (including but not limited to Memberspot) are personal and non-transferable.
11.2 The Client shall not share, transfer, sell, or otherwise make available its access credentials to any third party.
11.3 Unauthorized sharing or distribution of access credentials may result in immediate termination of Services without refund or compensation.
11.4 MSA does not guarantee uninterrupted, error-free, or continuous availability of its digital platforms or Services. Scheduled or unscheduled maintenance, technical issues, or third-party service disruptions may affect availability. MSA shall use reasonable efforts to minimize disruption but shall not be liable for temporary unavailability.
12. Third-Party Infrastructure
12.1 MSA relies on external infrastructure providers for the delivery of its Services. These include but are not limited to: Fireflies.ai, OpenAI (ChatGPT), Anthropic (Claude), Notion, Slack, Close CRM, Memberspot, Google Workspace, Calendly, Loom, QONTO, GoCardless, Wise, and Netlify.
12.2 MSA is not responsible for service interruptions, data loss, performance degradation, or any other issues caused by third-party infrastructure providers. The Client acknowledges that MSA's ability to deliver certain Services depends on the continued availability and proper functioning of third-party platforms.
13. Intellectual Property
13.1 All materials, frameworks, templates, documents, recordings, methodologies, processes, systems, and content provided as part of the Services ("Materials") remain the exclusive intellectual property of Montserrat Strategic Advisory SL.
13.2 The Client is granted a limited, non-exclusive, non-transferable, revocable license to use the Materials solely for the Client's internal business purposes for the duration of the engagement.
13.3 The Client shall not reproduce, distribute, resell, sublicense, publicly display, reverse-engineer, or create derivative works from the Materials without MSA's prior written consent.
13.4 Documented outputs created collaboratively during the engagement (e.g., the Client's own ICP documents, pricing logic, operational SOPs) belong to the Client, provided that the underlying methodologies and frameworks used to create them remain MSA's intellectual property.
14. Testimonials, Marketing Rights, and Case Studies
14.1 MSA may use client testimonials, feedback, and engagement outcomes for marketing purposes. This may include use on MSA's website, marketing materials, presentations, social media, and other public promotional materials.
14.2 MSA may also use anonymized client data and outcomes in case studies for marketing and educational purposes without requiring additional client consent, provided no personally identifiable information is disclosed.
14.3 Clients may opt out of testimonial use at any time by providing written notice to domenic.werners@montserrat-advisory.com. Upon receipt of such notice, MSA shall remove the testimonial within a reasonable timeframe, not to exceed thirty (30) days.
14.4 Testimonials and case studies do not imply, guarantee, or promise any specific results for prospective or current Clients.
15. Confidentiality
15.1 Both parties shall treat all confidential information received from the other party with due care and shall not disclose such information to third parties without prior written consent, except as required by law or regulation.
15.2 Confidential information includes, without limitation: business strategies, financial information, client lists, proprietary methodologies, pricing structures, and any information reasonably understood to be confidential.
15.3 Confidentiality obligations survive termination of the contract for a period of two (2) years, or such longer period as may be required by applicable law.
16. Data Protection
16.1 Personal data is processed in accordance with MSA's Privacy Policy and the Data Processing Addendum (DPA), both of which form an integral part of these Terms.
16.2 MSA acts primarily as an independent Data Controller under the General Data Protection Regulation (GDPR) and applicable Spanish data protection law (LOPDGDD).
16.3 The Client consents to the processing of personal data as described in the DPA and Privacy Policy upon acceptance of these Terms.
17. Limitation of Liability
17.1 To the maximum extent permitted by applicable law, MSA's total aggregate liability arising out of or in connection with these Terms and the Services shall not exceed the total fees actually paid by the Client to MSA in the three (3) months immediately preceding the event giving rise to the claim.
17.2 MSA shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business opportunities, loss of data, business interruption, or reputational damage, regardless of the theory of liability.
17.3 MSA is liable only for damages caused by gross negligence (culpa grave) or willful misconduct (dolo) by MSA or its legal representatives, in accordance with Spanish law.
17.4 The limitations in this section apply regardless of whether the damages arise from breach of contract, tort (including negligence), strict liability, or any other legal theory.
17.5 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by applicable mandatory law.
18. Indemnification
18.1 The Client shall indemnify, defend, and hold harmless MSA, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's misuse of the Services; (b) the Client's violation of these Terms; (c) the Client's violation of applicable laws; or (d) any third-party claims arising from the Client's business operations or implementation of MSA's guidance.
19. Termination
19.1 MSA may terminate the Services immediately upon written notice if the Client commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notice.
19.2 MSA may terminate immediately without notice in cases of: unauthorized redistribution of Materials, fraudulent activity, abusive conduct, unauthorized chargebacks, or non-payment exceeding thirty (30) days.
19.3 Termination does not relieve the Client of its obligation to pay all fees due and owing at the time of termination.
19.4 Upon termination, the Client's access to all platforms and Materials shall be revoked.
20. Survival
20.1 The following provisions survive termination or expiration of these Terms: Sections 5 (Disclaimer), 6 (AI Disclaimer), 7 (Professional Advice Exclusion), 8 (Client Responsibilities), 10 (Refund Policy), 13 (Intellectual Property), 15 (Confidentiality), 17 (Limitation of Liability), 18 (Indemnification), 20 (Survival), 22 (Non-Reliance), and 24 (Governing Law).
21. Force Majeure
21.1 MSA shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from events beyond MSA's reasonable control.
21.2 Force Majeure events include, without limitation: acts of God, war, terrorism, pandemic, epidemic, governmental action or order, natural disaster, fire, flood, earthquake, cyberattack, infrastructure failure, power outage, or disruption of third-party services upon which MSA relies.
22. Non-Reliance
22.1 The Client acknowledges and agrees that it has not relied on any statement, representation, promise, or assurance made or given by MSA or on its behalf that is not set out in these Terms, the applicable Offer Letter, the Privacy Policy, or the DPA.
22.2 Marketing materials, website content, presentations, webinars, social media content, or verbal discussions do not constitute binding promises, guarantees, or contractual commitments.
22.3 The binding agreement between MSA and the Client consists solely of: these Terms and Conditions, the Privacy Policy and DPA, and any signed Offer Letter.
23. Severability
23.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that achieves the closest possible economic and legal effect to the original provision.
24. Governing Law and Jurisdiction
24.1 These Terms are governed by and construed in accordance with the laws of the Kingdom of Spain, without regard to its conflict of law provisions.
24.2 The courts of Barcelona, Spain shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.
24.3 By accepting these Terms, the Client expressly consents to this choice of law and jurisdiction and irrevocably waives any objection to personal jurisdiction or venue in Barcelona, Spain.
25. Entire Agreement
25.1 These Terms, together with any applicable Offer Letter, the DPA, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral.
25.2 No oral or written statement not expressly incorporated herein shall form part of this agreement.
26. No Waiver
26.1 The failure of MSA to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.
27. Amendments
27.1 MSA reserves the right to update or modify these Terms at any time. Material changes will be communicated via email or platform notification with reasonable advance notice.
27.2 Continued use of the Services after notification of changes constitutes acceptance of the updated Terms.
28. Term, Auto-Renewal, and Retainers
28.1 If the Services are provided for a fixed term, the agreement shall automatically terminate at the end of the agreed term unless expressly renewed in writing.
28.2 If the Services are provided on a recurring or retainer basis, the agreement shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
28.3 Fees for renewed periods are due in advance and are non-refundable in accordance with Section 10.
28.4 The Client is responsible for tracking renewal dates. Failure to provide timely notice of non-renewal shall result in automatic renewal and payment obligation for the next term.
28.5 Notice of non-renewal must be submitted in writing to: domenic.werners@montserrat-advisory.com.
29. Service Language
29.1 The official and exclusive language of all services, communications, deliverables, consulting engagements, and support provided by Montserrat Strategic Advisory SL is English.
29.2 All contracts, proposals, reports, analyses, presentations, and other professional work products shall be prepared and delivered in English unless explicitly agreed otherwise in writing.
29.3 While this website and these Terms may be made available in additional languages for informational convenience, only the English-language version shall be legally binding. In the event of any discrepancy between the English version and any translation, the English version shall prevail.
29.4 The Client acknowledges and agrees that all communications with MSA — including but not limited to emails, meetings, calls, and written correspondence — shall be conducted in English.
30. Contact Information
Montserrat Strategic Advisory SL
Carrer de la Marina 16-18, 08005 Barcelona, Spain
CIF / NIF: To be provided
Email: domenic.werners@montserrat-advisory.com
Website: https://montserrat-advisory.com