Terms of Service

1. Who we are

Wise Strategies LLC is a limited liability company incorporated in the State of Florida, United States, trading under the brand SDM Consulting.

• Registered office: 18395 Gulf Blvd Ste 203 4, Indian Shores, FL 33785, United States
• EIN: 37-2117329
• Registered member: Davide Massimo Schipilliti, Sole Member
• Email: [email protected]
• Phone: +39 379 393 6512

2. Definitions

• Program: the mentorship and consulting package you enrol in, as described in the written proposal we send you before enrolment.
• Session: a scheduled one-to-one video call between you and a mentor of our team.
• Kick-off: the first session of the Program, which starts the 60-day period.
• Materials: documents, templates, recordings, lessons and any other content we make available to you.
• Fee: the price of the Program, as stated in the proposal.
• Consumer: a person acting outside their trade, business, craft or profession.

3. What we provide

We provide business mentorship and consulting. Unless your proposal says otherwise, a Program includes:

• a kick-off session in which we set goals, roles and the calendar;
• ten one-to-one sessions of about one hour, normally one every five days;
• support between sessions through the channel we agree, during our working hours;
• access to the Materials for the duration of the Program;
• a final review at the end of the Program, with the next steps in writing.

In the Brand Ready Program our team also carries out agreed operational tasks on your behalf. The exact scope, the deliverables and any limit on revisions are set out in the proposal.

The Program lasts 60 days from the kick-off. We may change the mentor assigned to you, keeping the same level of experience, and we may improve the Materials at any time.

4. What we do not provide

We provide mentorship and consulting on business matters, and nothing else. In particular:

• we do not provide legal, tax, accounting, investment, financial, insurance or medical advice;
• we are not a bank, a payment institution, a broker, an investment adviser or any other regulated financial intermediary, and we do not hold, manage or invest money or assets on your behalf;
• we do not act as your agent and we cannot enter into contracts in your name;
• we do not manage your business, your employees or your suppliers, and we do not take decisions for you.

You remain solely responsible for the decisions you take in your business, for the contracts you sign, and for complying with the laws, taxes and authorisations that apply to your activity. Where a matter needs a licensed professional, we will tell you to appoint one.

5. No guarantee of results

Mentorship improves how you work; it cannot guarantee an outcome. Results depend on your product, your market, your budget, your execution, the time you invest and factors outside anyone's control.

We do not promise any level of revenue, profit, growth or other result. Any figure, case study or story shared by us or by a client describes an individual outcome, not a typical or guaranteed result. Nothing in our website, our materials or our conversations should be read as a promise of earnings.

6. Who can enrol

To enrol you must be at least 18 years old and have the legal capacity to enter into a contract. If you enrol on behalf of a company, you confirm that you are authorised to bind it, and "you" means that company.

The information you give us at enrolment must be accurate and complete. We may refuse an enrolment, at our discretion and without giving reasons, for example when we believe a Program is not right for you.

7. How the contract is formed

After an introductory call we send you a written proposal with the Program, the Fee, the payment terms and the start date. The contract is formed when you accept that proposal in writing or pay the first instalment.

The proposal, these Terms, the Privacy Policy and the Refund Policy form the whole agreement between us. If the proposal and these Terms conflict, the proposal prevails.

8. Fees, payment and taxes

• The Fee is the one stated in your proposal, in [EUR / USD], and is due in full before the Program starts, unless we agree a payment plan in writing.
• Payments are made by [bank transfer / card through our payment provider]. Card data are handled directly by the provider.
• If an instalment is more than [7] days late, we may suspend the Program after written notice, and resume it once payment is received. The 60-day period is extended by the time of the suspension.
• Fees are exclusive of any tax that may apply. If you are a business in the European Union, you are responsible for accounting for VAT under the reverse-charge mechanism where it applies, and you must give us a valid VAT number.
• Bank charges, currency conversion costs and fees applied by your payment provider are yours.

9. Support guarantee

We back the Program with a written support guarantee. It works like this:

Participation requirements

• you attended every scheduled session, or rescheduled it with at least [24] hours' notice;
• you completed the actions agreed in each session by the date agreed;
• you gave us the data we asked for, including the numbers of your business, when we asked for them;
• you launched within the timeline agreed in the plan and, where a budget was agreed, you invested it;
• your account is fully paid.

How to claim it

Write to [email protected] within 14 days from the end of the 60-day period, with the figures of your business for that period. We check them together and, if the conditions are met, we confirm the extension in writing and schedule the new sessions.

[Confirm with your legal adviser the definition of revenue used here, the evidence accepted, and whether the guarantee is offered to consumers, to business clients, or to both.]

10. What we need from you

• take part in the sessions, prepared, from a place where you can work;
• carry out the actions agreed, or tell us in advance if you cannot;
• give us accurate information about your business and update it when it changes;
• take your own decisions, and check with a licensed professional anything that requires one;
• run your business lawfully, including consumer, tax, product safety and data protection rules;
• keep the access credentials we give you for yourself.

If you do not take part, we cannot deliver the Program. Sessions that you do not attend are still considered delivered, as explained in section 11.

11. Scheduling, rescheduling and missed sessions

• Sessions are booked in advance through our calendar and take place by video call.
• You can reschedule a session with at least [24] hours' notice, at no cost, subject to availability.
• A session missed without notice, or cancelled with less notice, is considered delivered and is not replaced.
• If we need to reschedule, we offer you a new slot as soon as possible, and the 60-day period is extended accordingly.
• The Program cannot be paused, except where we agree in writing for serious reasons such as illness or a family emergency.

12. Materials and intellectual property

All Materials, methods, templates and content remain our property or that of our licensors. When you enrol, we give you a personal, non-exclusive, non-transferable licence to use them for your own business, for the duration of the Program and for [12] months afterwards.

• you may not copy, publish, resell, distribute or share the Materials, in whole or in part;
• you may not use them to build a competing product, course or service;
• you may not record a session yourself, unless we agree in writing;
• you keep all rights over the content, brand and data of your own business.

A serious breach of this section allows us to terminate the contract immediately, without refund, and to claim damages.

13. Confidentiality

Each of us may receive confidential information from the other: your numbers, suppliers and plans on one side, our methods, materials and prices on the other. Both of us agree to keep that information confidential, to use it only for the purposes of the Program, and not to disclose it to third parties, except to advisers bound by professional secrecy or where the law requires it. This obligation lasts for 5 years after the Program ends.

14. Recording of sessions

We may record sessions so that you and your mentor can go back to what was agreed. You are told before the recording starts and you can ask us not to record, without any effect on the service. Recordings are kept for [12 months], are used only internally and with you, and are never published without your written consent.

15. Testimonials and case studies

We publish a testimonial, a name or a result only with your written consent, which you can withdraw at any time for future use. We do not pay for testimonials and we do not publish figures that you have not confirmed.

16. Right of withdrawal for consumers

If you are a Consumer resident in the European Union or the European Economic Area, you have 14 days from the conclusion of the contract to withdraw from it, without giving any reason.

• If you ask us to start the Program during those 14 days, you must make that request expressly. In that case, if you then withdraw, you pay an amount proportionate to the services already provided up to the moment you told us.
• You lose the right of withdrawal once the Program has been fully performed, where performance began with your prior express consent and with your acknowledgement that you would lose that right.
• To withdraw, send a clear statement to [email protected] before the 14 days end. You may use the form below, but it is not compulsory.
• We refund the amounts due within 14 days from the day we receive your statement, using the same payment method you used.

Model withdrawal form

This section does not apply to clients who enrol for purposes related to their trade, business or profession.

17. Cancellation, suspension and termination

By you

After the withdrawal period, you may stop taking part at any time, but the Fee remains due, because we reserve the time of our team for the whole Program. Any refund is governed by our Refund Policy.

By us

We may suspend or terminate the contract with immediate effect, by written notice, if you:

• do not pay a Fee or an instalment after a reminder;
• breach section 12 on materials, section 13 on confidentiality or section 18 on acceptable use;
• behave abusively towards our team or other clients;
• use our services for an unlawful purpose, or give us false information.

If we terminate for one of these reasons, no refund is due. If we terminate for any other reason, we refund the part of the Program not delivered.

18. Acceptable use

We work with lawful businesses and we expect respectful behaviour in every session, message and community space. We do not support, and we may refuse to work on, activities that are unlawful in your country or in ours, and activities in the following areas:

• adult content, gambling and betting;
• weapons, drugs and regulated substances;
• counterfeit goods and products that infringe someone else's rights;
• financial schemes promising guaranteed returns, pyramid or multi-level schemes;
• products or claims that mislead consumers, in particular health claims without evidence.

19. Group companies and third parties

WiseFlow and WiseExit are separate companies with their own contracts, prices and terms. If you decide to work with them, that relationship is between you and them. We are not responsible for their services, and an introduction is not a recommendation to buy.

The same applies to any tool, platform or supplier we may suggest. You choose whether to use it, and their terms apply to you.

20. Liability

Nothing in these Terms excludes or limits our liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by our negligence, or any other liability that cannot be excluded by law. If you are a Consumer, your mandatory rights are not affected.

Subject to the paragraph above, our total liability towards you, for all claims connected to the Program, is limited to the amount of the Fees you paid in the 12 months before the event that caused the claim.

We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of data, loss of goodwill, or for decisions you take in your business, for the results of your advertising, or for the acts of third parties such as platforms, suppliers or payment providers.

21. Indemnity

If you enrol for purposes related to your trade, business or profession, you will indemnify us against claims, losses and reasonable costs arising from your business, your products, your content, or your breach of these Terms or of the law.

22. Force majeure

Neither of us is liable for a delay or failure caused by an event beyond reasonable control, such as illness, natural events, war, strikes, failures of telecommunication networks or acts of authorities. If the event lasts more than 30 days, either of us may terminate the contract, and we refund the part of the Program not delivered.

23. Notices and communications

We communicate by email, at the addresses used for the enrolment, and through the channels agreed for support. You accept that contracts, notices and documents may be sent and signed electronically. A notice is considered received on the day it is sent, unless the sender receives a delivery failure.

24. Changes to the services and to these Terms

We may change the content of a Program, as long as the change keeps an equivalent quality and scope. We may also update these Terms, for example to follow a change in the law or in our services.

The version of the Terms that applies to your contract is the one you accepted at enrolment. We publish updated versions on this page with a new date, and we inform clients of material changes by email.

25. Governing law and disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law rules. The courts of [Pinellas County], Florida, have exclusive jurisdiction, except as set out below.

If you are a Consumer resident in the European Union or the European Economic Area, this choice does not deprive you of the protection of the mandatory rules of the country where you live, and you may bring proceedings before the courts of that country.

Before starting any proceedings, we both agree to try to solve the matter in good faith within 30 days from a written complaint sent to [email protected].

26. Miscellaneous

• If a clause is held invalid, the rest of the Terms remain in force.
• If we do not enforce a right immediately, we do not lose it.
• You may not transfer your contract to someone else without our written consent. We may transfer ours to a company of our group or to a buyer of our business, keeping your rights unchanged.
• These Terms are written in English. Any translation is provided for convenience, and the English version prevails.

27. How to contact us

For any question about these Terms, write to [email protected] or call +39 379 393 6512.