Terms of Service

Please review these Terms and Conditions before confirming your Experience booking or engaging our services.

These Terms and Conditions apply to all services provided by Amber to the person, company or organization named in the relevant booking confirmation, proposal, quotation, Engagement Confirmation or Statement of Work (“Client”, “you” or “your”).

For the purposes of these Terms and Conditions, an “Experience” includes any event, program, activation, creative service, consultancy service, production, design work, engagement activity or other service provided by Amber.

By signing or accepting an Engagement Confirmation, booking confirmation, proposal, quotation or Statement of Work, making any payment, confirming a booking, or instructing Amber to begin work, you acknowledge that you have read, understood and agreed to be bound by these Terms and Conditions.

Where you accept these Terms and Conditions on behalf of a company, organization or another person, you confirm that you have the authority to bind that party.

These Terms and Conditions set out the general terms that apply to all engagements. The specific services, fees, payment schedule, timelines, responsibilities, assumptions, exclusions and deliverables for each engagement will be stated in the relevant booking confirmation, proposal, quotation, Engagement Confirmation or Statement of Work.

Each accepted booking confirmation, proposal, quotation, Engagement Confirmation or Statement of Work forms part of the agreement between Amber and the Client.

If there is any conflict between these Terms and Conditions and the terms of a specific Engagement Confirmation or Statement of Work, the Engagement Confirmation or Statement of Work will take priority for that engagement, but only to the extent of the conflict, unless it expressly states otherwise.

The agreement between Amber and the Client becomes binding when the Client first does any of the following:

signs or electronically accepts an Engagement Confirmation or Statement of Work;
confirms the booking in writing;
makes any deposit, part payment or full payment;
instructs Amber to begin work; or
authorizes Amber to incur costs or engage third-party suppliers.

No verbal discussion, preliminary conversation, draft proposal or estimate will create a binding obligation unless confirmed in writing by Amber.

1. DEFINITIONS

1.1 "Access Coordination Services" means services under which Amber sources, negotiates, arranges, and confirms third-party access, tickets, venues, hospitality, personnel/manpower, logistics, and related arrangements on the Client's behalf, as described in Clause 2.2.

1.2 "Amber Materials" means all methodologies, frameworks, host and personnel training systems, templates, tools, software configurations, know-how, and pre-existing or independently developed intellectual property used or created by Amber in connection with the Services.

1.3 "Deliverables" means the reports, plans, briefings, and other work product Amber provides to the Client, including any Relationship Report.

1.4 "Engagement Confirmation" means the written proposal, statement of work, order form, or confirmation email that sets out the scope, fees, and term of a specific engagement, once accepted by the Client.

1.5 "Guests" means the individuals the Client invites to, or who attend, an engagement, event, or moment coordinated or hosted by Amber.

1.6 "Pass-Through Costs" means amounts charged to Amber by third parties in connection with Access Coordination Services (including tickets, venue hire, hospitality, personnel, transport, and logistics), which Amber procures on the Client's behalf.

1.7 "Relationship Report" means the post-engagement written report documenting observed interactions, engagement signals, and recommended follow-up actions.

1.8 "Services" means the Strategic Relationship Advancement Services, the Access

Coordination Services, or both, as applicable to a given engagement.

1.9 "Strategic Relationship Advancement Services" means the retainer-based advisory, planning, hosting, and reporting services described in Clause 2.1.

1.10 "Third-Party Provider" means any event organizer, rights-holder, venue, hospitality operator, ticketing agent, supplier, contractor, or other third party engaged in connection with the Services.

2. SCOPE OF SERVICES

2.1 Strategic Relationship Advancement Services

(a) Amber provides methodology-led relationship advancement services on a retainer basis, which include: a relationship audit, planning and preparation, on-site hosting and orchestration of designated moments, and post-engagement reporting (including a Relationship Report).

(b) Unless expressly stated otherwise in the Engagement Confirmation, the retainer covers the audit, planning, hosting, and reporting only. It does not include the cost of events, experiences, venues, tickets, hospitality, or personnel, which are procured separately as Access Coordination Services and billed under Clause 4.

(c) The number of moments, retainer tier, and quarterly fee are set out in the Engagement Confirmation. Additional moments beyond the contracted number are subject to a separate Engagement Confirmation.

2.2 Access Coordination Services

(a) Amber sources, negotiates, arranges, and confirms third-party access, tickets, venues, hospitality, personnel/manpower, transport, and logistics on the Client's behalf.

(b) Amber acts as the Client's coordinator and agent in procuring these arrangements. Amber is not the principal supplier of tickets, venue access, event entry, hospitality, or personnel, and does not itself grant any right of admission or access. All such arrangements are provided by, and subject to the terms of, the relevant Third-Party Provider.

(c) Amber's obligation is to exercise reasonable skill and care in sourcing and coordinating these arrangements. Amber does not warrant or guarantee the availability, authenticity, quality, timing, or continued validity of any third-party access, and is not liable for the acts, omissions, insolvency, cancellation, or default of any Third-Party Provider (see Clauses 6, 12, and 13).

2.3 Changes to Scope

(a) Any change to the agreed scope must be recorded in writing (including by email) and may result in adjustments to fees and timelines. Amber is not obliged to perform work outside the agreed scope until such change is confirmed.

(b) Scope Lock-Down. The scope of the engagement, including guest count, room configuration, host assignment, and number of Sixes, is confirmed and locked as of fourteen (14) calendar days before the scheduled event date. No changes to guest list, room size, number of hosts, or number of Sixes are permitted after the scope lock-down date.

Any changes requested after the scope lock-down date require a new, separate Engagement Confirmation and full payment for the additional services. Amber is not obliged to accommodate scope changes requested fewer than fourteen (14) days before the event, and any such changes are made entirely at Amber's discretion and at additional cost.

3. ENGAGEMENT, TERM & RENEWAL

3.1 Each engagement begins on the date stated in the Engagement Confirmation and continues for the term stated therein.

3.2 Retainer engagements are for a minimum term of one (1) quarter and renew for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

3.3 Access Coordination engagements are completed on delivery of the coordinated arrangements and settlement of all associated Pass-Through Costs and fees.

4. FEES, BILLING & PAYMENT

4.1 Pricing & Quote Validity

(a) Amber provides pricing quotes that are valid for seven (7) business days from the quote date. All quoted prices (retainer fees, service fees, Pass-Through Costs, coordination fees, sourcing fees) are conditional on full payment and remain subject to change if not accepted and paid within the quote validity period.

(b) Amber may adjust quoted Pass-Through Costs (tickets, access, venue, hospitality, F&B, services, personnel) at any time until full cleared payment is received, to reflect updated supplier pricing or allocation availability. The final price is confirmed at the moment cleared funds are received.

4.2 All Fees Payable in Full in Advance 0 No Exceptions

All fees and costs are payable by the Client in full and in advance, in cleared funds, before Amber commits to, reserves, confirms, or executes any work, arrangement, or service. There are no exceptions.

This applies without exception to:

Retainer fees (invoiced quarterly in advance)
All Amber service fees (hosting, orchestration, coordination, advisory, etc.)
All Pass-Through Costs: tickets, access, venue rental, hospitality, food and beverage, personnel/manpower, transport, logistics, equipment, décor, and all other third-party goods and services
Coordination fees (15% of all Pass-Through Costs)
Any additional costs, adjustments, or expenses

Amber does not:

Commit to, reserve, or hold allocations pending payment
Agree to net-day or deferred payment terms under any circumstance
Bridge timing gaps or finance Client purchases
Accept partial payment
Place orders with cleared funds if Client payment is incomplete
Offer payment plans, deferred arrangements, or exceptions

4.3 Confirmation Trigger: Cleared Payment Only

(a) An engagement, event, or moment does not begin and no work, booking, reservation, or commitment is made by Amber until full cleared funds for all fees and Pass-Through Costs have been received in Amber's designated bank account.

(b) Supplier orders (including F1 access, tickets, venue hire, hospitality, and personnel) are placed ONLY after Amber has received cleared funds. There are no "holds," "provisional reservations," or "pending allocations." Allocations and availability are confirmed only at the moment cleared payment is received and Amber places the order with the Third-Party Provider. Prior to cleared payment, Amber makes no commitment to any supplier or Third-Party Provider on the Client's behalf.

(c) Where a Third-Party Provider imposes a tight allocation window (e.g., 2–4 hours) and Amber cannot secure cleared Client payment within that window, the allocation is lost. Amber has no obligation to secure alternative allocations and the Client has no recourse or entitlement to compensation. The Client is solely responsible for ensuring timely payment to allow Amber to place supplier orders within required timeframes.

(d) The Client's obligation to pay is unconditional and is not contingent on Amber's performance, event execution, Client attendance, Client use of services, or any other factor.

4.4 Pass-Through Costs & Allocations

(a) All Pass-Through Costs are invoiced at actual cost plus a coordination fee of 15%. Pass-Through Costs are itemized separately from Amber's service fees and are never bundled.

(b) Tickets, access, allocations, and all arrangements are not reserved, confirmed, or guaranteed until full cleared payment is received. Availability and pricing change without notice and without obligation to the Client.

(c) The Client is entirely and unconditionally liable for all Pass-Through Costs that Amber commits to on the Client's behalf, including any amounts that are non-refundable, non-cancellable, or non-returnable under the Third-Party Provider's terms, regardless of whether the Client uses the service, attends the event, or whether the event is cancelled by a Third-Party Provider (see Clause 7 for limited exceptions on Third-Party cancellation).

(d) If an allocation becomes available with a short window (e.g., 2-hour hold) and Amber cannot secure cleared Client payment in time, the allocation is lost. Amber has no obligation to secure it and the Client has no recourse.

(e) Amber is not responsible or liable for any loss of allocation, price escalation, downgrade, unavailability, or cancellation resulting from any delay in the Client's payment.

4.5 Retainer Fees

Retainer fees are invoiced quarterly in advance and are payable in full within fourteen (14) days of the invoice date. Retainer fees are non-refundable once the quarter has commenced. Unpaid retainer fees result in immediate suspension of all Services without notice.

4.6 Taxes

All quoted amounts are exclusive of GST, VAT, withholding tax, and other applicable taxes, which are the Client's responsibility and payable in addition.

4.7 Currency

All amounts are in US Dollars (USD) unless otherwise agreed. The Client bears all currency-conversion costs and exchange-rate risk.

4.8 Non-Payment & Immediate Suspension

(a) If cleared funds are not received by the due date, Amber immediately and without notice:

Suspends all Services, work, and support
Withholds all Deliverables, reports, and materials
Does not confirm, commit to, or complete any booking, allocation, or work on the Client's behalf
May cancel pending orders with Third-Party Providers; the Client remains liable for all cancellation fees

(b) Amber has no liability for consequences of suspension, including loss of allocation, price escalation, downgrade, missed events, or failure to deliver materials.

4.9 Late Payment Interest

Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law) from the due date until paid in full.

4.10 Disputed Invoices

The Client must notify Amber in writing within seven (7) days of the invoice date if any line item is disputed, with specific detail on the dispute. Failure to notify in writing within seven days results in the invoice being deemed accepted in full. Undisputed amounts remain due on the original due date.

4.11 Expenses

Pre-approved travel, accommodation, and out-of-pocket expenses are reimbursable at actual cost and payable in advance or within five (5) business days of invoice.

5. CLIENT RESPONSIBILITIES & COOPERATION

5.1 The Client shall: (a) provide timely, accurate, and complete information reasonably required for the Services, including Guest lists, objectives, and relevant context; (b) provide access, approvals, and decisions promptly; (c) ensure its personnel and Guests comply with applicable venue, event, and Third-Party Provider rules; and (d) obtain all consents and provide all notices required for Amber to receive and process information about the Client's Guests (see Clause 11).

5.2 Amber is not responsible for delays, additional costs, or deficiencies in the Services caused by the Client's failure to meet its responsibilities, by inaccurate or incomplete information provided by the Client, or by late decisions or approvals.

5.3 The Client is responsible for the conduct of its Guests and personnel at any event or moment, and for ensuring they hold any personal documentation (e.g. identification, visas, accreditation) required for access.

6. THIRD-PARTY ACCESS, TICKETS, VENUES & PERSONNEL

6.1 All tickets, access, venue, hospitality, and personnel arrangements are supplied by Third-Party Providers and are subject to those providers' own terms, conditions, rules, and restrictions, which may include admission conditions, resale prohibitions, capacity limits, security requirements, and rights of refusal. The Client agrees to comply with, and to procure that its Guests comply with, all such terms.

6.2 Amber does not control, and is not responsible for: (a) the decisions of any event organizer or rights-holder, including changes to schedules, formats, line-ups, seating, access levels, or cancellation of an event; (b) the quality, safety, or conduct of any Third-Party Provider or venue; or (c) any refusal of admission or ejection by a Third-Party Provider.

6.3 Host Assignment & Orchestration Responsibilities

(a) Where Amber assigns a trained host to an engagement, the host is deployed to orchestrate the designated relationships according to the pre-event Room Plan. Host responsibilities include: (i) facilitating introductions aligned with the Room Plan objectives, (ii) observing and reading relationship dynamics and momentum, (iii) orchestrating designed moments in real time, and (iv) documenting observed interaction signals and engagement patterns for inclusion in the post-event Relationship Report.

(b) The host performs these duties with reasonable skill and care, consistent with Amber's training and methodology. The host does not guarantee any specific business outcome, relationship conversion, deal closure, or financial return. Successful hosting is defined by the host's execution of the Room Plan, active orchestration of the designated relationships, and delivery of documented insights and observations in the Relationship Report.

(c) The Client shall cooperate with the host by providing accurate pre-event information, confirming the Room Plan, ensuring Guest attendance and participation, and making prompt decisions on matters requiring Client input during the event.

(d) Amber remains responsible for the reasonable performance of hosts it directly deploys. Amber is not liable for outcomes outside the host's reasonable control, for failure to achieve any specific Client objective or outcome, or for any circumstances (Guest non-attendance, Guest misconduct, Third-Party delays) that impact the host's ability to execute the Room Plan.

6.4 Amber does not guarantee the authenticity of any ticket or access beyond confirming it was procured through the channel represented to Amber by the relevant Third-Party Provider. Where a ticket or access proves invalid through no fault of Amber, Amber's obligation is limited to using reasonable efforts to obtain a remedy or replacement from the Third-Party Provider; any refund is subject to that provider's terms.

6.5 Credential Delivery & Receipt Confirmation

(a) Where Amber coordinates the delivery of credentials (including pass cards, accreditation, or digital access codes), delivery shall be made to the address and contact person specified in the Engagement Confirmation by the date stated therein.

(b) The Client shall confirm receipt of all credentials in writing (email or other documented form) within twenty-four (24) hours of delivery. Confirmation shall include verification that: (i) all credentials have been received, (ii) the credentials match the confirmed guest list, and (iii) all credentials are in working condition and accessible at the event venue.

(c) If the Client does not confirm receipt within twenty-four (24) hours, or if credentials do not match the guest list, the Client shall notify Amber immediately. Amber will investigate and attempt to remedy the issue. If credentials cannot be recovered or replaced before the event, Amber's liability is limited to refunding or crediting the Client for the cost of the inaccessible credentials at actual cost to Amber.

(d) Once receipt is confirmed in writing by the Client, Amber is not liable for any loss, damage, misdirection, or failure to deliver those credentials. Amber is not responsible for credentials lost, damaged, or misplaced by the Client after receipt.

(e) The Client is responsible for the final safekeeping and delivery of credentials to Guests and for ensuring Guests hold all required personal documentation (including valid identification, visas, and any event-specific accreditation) at the time of access.

7. CHANGES, CANCELLATIONS & POSTPONEMENTS

7.1 Cancellation by the Client. The Client may cancel an engagement or a coordinated moment on written notice. On cancellation, the Client remains liable for: (a) all Amber service fees accrued up to the cancellation date; (b) all Pass-Through Costs already committed on the Client's behalf, to the extent non-refundable under the Third-Party Provider's terms; and (c) the coordination fee (Clause 4.2) on those committed Pass-Through Costs.

7.2 Cancellation, Postponement, or Change by a Third Party. Where an event or arrangement is cancelled, postponed, rescheduled, or materially changed by a Third-Party Provider or event organizer: (a) Amber will use reasonable efforts to secure a refund, credit, or alternative arrangement from that provider; (b) any refund or credit passed to the Client is limited to amounts Amber actually recovers, net of non-recoverable costs; and (c) Amber's service and coordination fees for work already performed remain payable.

7.3 Amber is not liable for any loss the Client suffers as a result of a Third-Party Provider's cancellation, postponement, or change, including travel, accommodation, or opportunity costs.

7.4 Organizer-Controlled Delays & Access Issues

(a) Credential Release Timing. The timing of credential release, access card issuance, and accreditation by F1 race organizers, FIA officials, or other event organizers is entirely controlled by the Third-Party Provider and is outside Amber's control. Amber does not warrant that credentials will be released by any particular date.

(b) Upon notification of credential delays from the Third-Party Provider, Amber shall immediately notify the Client and provide a revised credential delivery timeframe if available.

(c) If credentials are delayed beyond the originally confirmed delivery date, Amber shall: (i) pursue alternative access arrangements with the Third-Party Provider if available at no additional cost to Amber, and (ii) refund or credit the Client for any inaccessible allocations at the actual cost to Amber (inclusive of any Pass-Through Costs Amber has committed on the Client's behalf).

(d) The Client remains liable for all non-refundable vendor costs (including hotel accommodations, ground transportation, catering, and flights) incurred prior to the date when access issues become known. Amber is not liable for travel costs, opportunity costs, or other consequential losses arising from credential delays or access unavailability caused by Third-Party Providers or organizers.

(e) If credential delays result in the event being materially delayed, cancelled, or rescheduled by the organizer, Clauses 7.2 (Cancellation, Postponement, or Change by a Third Party) and 7.3 (Amber Liability Limitations) apply.

8. ADVISORY NATURE OF SERVICES; NO GUARANTEE OF OUTCOMES

8.1 The Services are advisory, coordinative, and operational in nature. Amber's role is to design, host, and document relationship moments and to coordinate access — not to guarantee any commercial, financial, or relationship outcome.

8.2 Deliverables, including any Relationship Report, reflect Amber's observations, professional judgment, and recommendations based on information reasonably available to Amber. They are provided for the Client's internal decision-making. Amber does not warrant, and the Client shall not rely on Amber as warranting, that any relationship will convert, any deal will close, any specific return on investment will be achieved, or that any observation, signal, or probability indication will prove accurate.

8.3 The Client is solely responsible for its own business decisions, including any action or inaction taken on the basis of a Deliverable. Any predictive or probability language in a Deliverable is an informed estimate only and is not a representation of fact.

9. INTELLECTUAL PROPERTY

9.1 Amber Materials. All Amber Materials, and all intellectual property rights in them, are and remain the exclusive property of Amber. Nothing in these Terms transfers any ownership of Amber Materials to the Client. This includes Amber's methodology, host and personnel training and certification system, report templates and structures, data models, and know-how.

9.2 Deliverables License & Restrictions

(a) On full payment of all fees due for the relevant engagement, Amber grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Deliverables (including the Relationship Report, Room Plan, host briefing materials, and related documents) solely for the Client's internal business purposes in connection with that specific engagement.

(b) The Client may not: (i) share, distribute, or disclose the Deliverables outside the Client's internal team without Amber's prior written consent; (ii) use the Deliverables to train, instruct, or brief other hosts, external teams, or third parties; (iii) incorporate the Deliverables into a competing relationship-orchestration service or methodology; (iv) use the Deliverables in future independent events or engagements without Amber's involvement; (v) reverse-engineer, replicate, or reconstruct Amber's methodology or host training approach from the Deliverables; or (vi) retain or use the Deliverables after the engagement for any purpose.

(c) Deliverables and all associated materials revert to Amber's exclusive control upon engagement completion. If the Client retains physical or digital copies, they are held in trust for Amber and must be returned or destroyed on Amber's written request, which request the Client shall comply with within seven (7) days.

(d) The Client acknowledges that the Deliverables embody Amber's proprietary methodologies, report templates, observation frameworks, and know-how, all of which remain Amber's exclusive intellectual property. This license grants no ownership of or rights to the underlying methodologies or Amber Materials.

9.3 Non-Replication

The Client shall not, and shall procure that its personnel and agents do not, reverse-engineer, replicate, deconstruct, or attempt to reconstruct Amber's methodology, host training system, Room Plan approach, data capture templates, or Relationship Report generation process from the Deliverables, from observation of the Services, or from any other source. Any breach of this provision gives Amber the right to seek immediate injunctive relief and damages.

9.4 Feedback. Amber may freely use any feedback or suggestions the Client provides, without obligation or attribution.

10. CONFIDENTIALITY

10.1 Each party ("Recipient") shall keep confidential all non-public information of the other party ("Discloser") disclosed in connection with the Services, and use it only to perform or receive the Services.

10.2 Amber treats Guest-level information and the Client's commercial context as confidential. The Client treats Amber Materials, pricing, and methodology as confidential.

10.3 The confidentiality obligations do not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or regulator (with reasonable prior notice where lawful).

10.4 These obligations survive termination for [three (3)] years, and indefinitely for information that constitutes a trade secret.

11. DATA PROTECTION & PRIVACY

11.1 Amber and the Client shall each comply with applicable data protection laws in respect of personal data processed in connection with the Services. The detailed allocation of data protection responsibilities is set out in a separate Data Processing Agreement ("DPA"), which the parties will enter into and which is incorporated into these Terms by reference. In the event of conflict between this Clause 11 and the DPA on data protection matters, the DPA controls.

11.2 Client responsibility for Guest information. The Client warrants that it has provided all required notices to, and obtained all consents or established all other lawful bases required from, its Guests to enable Amber to observe, record, and report on Guest interactions as contemplated by the Services. The Client shall indemnify Amber against claims arising from the Client's failure to do so.

11.3 Security. The software platforms Amber uses to process sensitive information are maintained under a SOC 2 Type II control environment, with technical and organizational security controls appropriate to the sensitivity of the information handled.

11.4 Anonymized and aggregated data. The Client acknowledges and agrees that Amber may collect, use, retain, and disclose anonymized and aggregated data derived from the Services — including benchmarks, patterns, and insights — for Amber's own business purposes, including improving the Services and developing analytical products, provided that no such data identifies, or can reasonably be used to identify, the Client, any Guest, or any confidential information of the Client. Further detail on this use is set out in the DPA. This right survives termination.

12. WARRANTIES & DISCLAIMERS

12.1 Amber warrants that it will perform the Services with reasonable skill and care.

12.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded, including any implied warranty of fitness for a particular purpose or of achieving any particular result.

12.3 Amber does not warrant that the Services or Deliverables will be uninterrupted, error-free, or free from the effects of third-party or Guest conduct outside Amber's reasonable control.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be limited.

13.2 Subject to Clause 13.1, Amber is not liable for any: (a) loss of profit, revenue, business, goodwill, or anticipated savings; (b) loss of opportunity or failure to achieve any commercial or relationship outcome; (c) loss arising from the acts, omissions, cancellation, insolvency, or default of any Third-Party Provider; or (d) indirect, consequential, or special loss — in each case whether or not foreseeable and whether arising in contract, tort (including negligence), or otherwise.

13.3 Subject to Clauses 13.1 and 13.2, Amber's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, or otherwise, shall not exceed the total service fees (excluding Pass-Through Costs) paid by the Client to Amber for that engagement in the three (3) months preceding the event giving rise to the claim.

13.4 Pass-Through Costs are expressly excluded from the liability cap in Clause 13.3, because Amber procures them as the Client's agent and does not mark up its exposure on them beyond the coordination fee; Amber's liability in respect of Pass-Through Costs is limited to amounts it actually recovers from the relevant Third-Party Provider.

13.5 The Client shall bring any claim within three (3) months of becoming aware of the circumstances giving rise to it, failing which the claim is waived to the extent permitted by law.

14. INDEMNIFICATION

14.1 The Client shall indemnify and hold harmless Amber and its personnel against all claims, losses, liabilities, and reasonable costs arising from: (a) the conduct of the Client's personnel or Guests; (b) the Client's breach of these Terms, of any Third-Party Provider's terms, or of applicable law; (c) the Client's failure to obtain required consents or provide required notices in respect of Guests (Clause 11.2); and (d) any content, information, or instructions the Client provides to Amber.

14.2 Each party's indemnity obligations are subject to the indemnified party promptly notifying the other of the claim and not settling it without the indemnifying party's consent (not to be unreasonably withheld).

15. NON-SOLICITATION & NON-CIRCUMVENTION

15.1 During each engagement and for twelve (12) months afterward, the Client shall not directly or indirectly solicit, engage, or contract with any host, personnel, or Third-Party Provider first introduced to the Client by Amber, for services of the type Amber provides, so as to circumvent Amber, without Amber's prior written consent.

15.2 The Client shall not use its access to Amber's personnel, methodology, or Deliverables to build, train, or operate a competing relationship-orchestration capability.

15.3 Circumvention Fee. If the Client breaches Clause 15.1 by directly engaging a host or Third-Party Provider first introduced by Amber, the Client shall pay Amber a circumvention fee equal to the greater of: (a) the coordination fee (15%) Amber would have earned had the Client continued to use that vendor through Amber for the duration of the circumvented engagement, or (b) six (6) months of the applicable retainer fee for the relevant engagement. This fee is a genuine pre-estimate of Amber's loss (including loss of future engagement data and relationship compounding) and shall be paid within fourteen (14) days of Amber's invoice.

16. FORCE MAJEURE

16.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, extreme weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strikes, government action, and the cancellation or rescheduling of an event by its organizer or by a rights-holder.

16.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than 30 days, either party may terminate the affected engagement, in which case Clauses 4.4, 7.2, and 7.3 apply to committed Pass-Through Costs and to fees for work performed.

17. TERM & TERMINATION

17.1 Termination for convenience. Either party may terminate a retainer engagement on 30 days' written notice, subject to the minimum term in Clause 3.2. Fees for the notice period and for work performed remain payable.

17.2 Termination for cause. Either party may terminate an engagement immediately on written notice if the other: (a) commits a material breach that is not remedied within 14 days of written notice (or is incapable of remedy); or (b) becomes insolvent, enters administration or liquidation, or ceases to carry on business.

17.3 Effect of termination. On termination: (a) the Client shall pay all fees and Pass-Through Costs accrued or committed up to the effective date; (b) each party shall return or destroy the other's confidential information on request (subject to legal retention requirements and Clause 11.4); and (c) any license granted to the Client under Clause 9.2 survives only for Deliverables already paid for in full.

17.4 Survival. Clauses 4 (in respect of accrued amounts), 8, 9, 10, 11.4, 12, 13, 14, 15, 17.3, 17.4, 21, and 22 survive termination.

18. RELATIONSHIP OF THE PARTIES

18.1 Amber provides the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency (except the limited procurement agency in Clause 2.2(b)), or employment relationship between the parties.

18.2 Neither party may make representations or incur obligations on behalf of the other, except as expressly permitted.

19. INSURANCE

19.1 Each party shall maintain insurance appropriate to its obligations and risks under these Terms. On reasonable request, each party shall provide evidence of such cover.

20. TRADEMARKS & INDEPENDENCE

21.1 Amber Experiences is an independent operator and is not affiliated with, endorsed by, sponsored by, or associated with the Formula 1 companies, Formula One Licensing B.V., Formula One Management, the Fédération Internationale de l'Automobile (FIA), or any race promoter, team, or rights-holder, unless expressly stated in writing.

21.2 F1, FORMULA 1, FORMULA ONE, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX, PADDOCK CLUB, and related marks are trademarks of Formula One Licensing B.V. or their respective owners. All references to such marks in these Terms, in any Engagement Confirmation, or in Amber's materials are descriptive only, are used solely to identify the events and access being coordinated, and do not imply any official partnership, sponsorship, endorsement, or approval.

21.3 The Client shall not represent, and shall procure that its personnel and Guests do not represent, that Amber holds any official F1, FIA, or event-organizer affiliation, license, or accreditation beyond what Amber has expressly confirmed in writing for a specific engagement.

21.4 No Marketing Rights Granted. Amber grants the Client no rights whatsoever to use, reference, or incorporate the F1, FORMULA 1, FORMULA ONE, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX, PADDOCK CLUB, or any other Formula One marks or imagery in the Client's advertising, marketing materials, press releases, social media, websites, investor pitches, or any other external communications, whether with or without Amber's involvement. The Client shall not use such marks for any purpose beyond the internal execution of the coordinated engagement. The Client shall indemnify and hold Amber harmless against all claims, costs, and liabilities arising from the Client's unauthorized use, registration, or registration attempt of any Formula One marks, or any Client marketing or communications that imply Amber's official affiliation with Formula 1 or any Formula One-related entity.

21. GENERAL

22.1 Entire Agreement. These Terms, together with each Engagement Confirmation and the DPA, form the entire agreement between the parties and supersede all prior discussions and representations, except for any fraudulent misrepresentation.

22.2 Assignment. The Client may not assign or transfer its rights or obligations without Amber's prior written consent. Amber may subcontract elements of the Services (remaining responsible for subcontractor performance) and may assign these Terms to an affiliate or in connection with a business transfer.

22.3 Variation. No variation of these Terms is effective unless in writing and signed by (or on behalf of) both parties.

22.4 Waiver. A failure or delay in exercising any right is not a waiver of it.

22.5 Severability. If any provision is held invalid or unenforceable, the remainder continues in effect, and the invalid provision is modified to the minimum extent necessary to make it valid.

22.6 Third-Party Rights. A person who is not a party to these Terms has no right to enforce them, except that Amber's personnel may enforce Clauses 13 and 14 as intended beneficiaries.

22.7 Notices. Notices must be in writing and sent to the addresses in the Engagement Confirmation (or main@amber-experiences.com), and are deemed received on delivery (or the next business day if sent by email outside business hours).

22.8 Governing Law & Jurisdiction. These Terms are governed by the laws of the Republic of Singapore, and the parties submit to the arbitration in Singapore administered by the SIAC under its Rules.

22.9 Counterparts. These Terms may be signed in counterparts, including electronically.