Client Advisory & Success-Linked Fee Agreement

PhD Application Advisory & Strategic Support

EduSail Abroad Solutions Pvt. Ltd.

CIN U85500UP2025PTC226569 | DPIIT DIPP234395

Registered Office: Plot No. 20, Block H-1A/20, Sector-63, Noida, Gautam Buddha Nagar – 201301, Uttar Pradesh, India

This page sets out the standard terms of the agreement every EduSail Abroad client receives. Your own copy carries your name, agreement number and Schedule A, which records your PhD Readiness Score, agreed commitment fee, GST and payment dates. It should be read together with our published pricing and Privacy Policy.

01. Parties to the Agreement

This Client Advisory & Success-Linked Fee Agreement (“Agreement”) is entered into between:

EduSail Abroad Solutions Pvt. Ltd., a company incorporated under applicable Indian law, having its office at the address stated above (email: [email protected], website: edusailabroad.com), hereinafter referred to as “EduSail Abroad”, “we”, “us” or “our”;

and the Client named in the signed copy of this Agreement, with the address, email and mobile number recorded there, hereinafter referred to as the “Client”, “you” or “your”.

EduSail Abroad and the Client are individually a “Party” and collectively the “Parties”.

02. Purpose of the Engagement

The Client is engaging EduSail Abroad for professional advisory, research and application-support services relating to the pursuit of suitable PhD opportunities abroad.

The engagement is primarily designed around profile-specific identification and pursuit of funded or fully-funded PhD opportunities, where appropriate to the Client’s profile.

EduSail Abroad’s approach is research-led and individualised. The Client acknowledges that EduSail Abroad’s work is based on the information available at the time of assessment and that recommendations may be revised as universities, supervisors, funding positions or the Client’s circumstances change. The engagement may involve assessing the Client’s profile, identifying relevant opportunities, developing application strategy, supporting application materials, assisting with supervisor outreach and supporting later stages of the application journey.

The purpose of the engagement is to improve the relevance and positioning of the applications pursued, not simply to increase the number of applications submitted.

03. Nature of the Engagement

EduSail Abroad is an independent advisory and application-support service. It does not represent itself as the decision-maker for any university, supervisor, research group, funding body, scholarship provider or immigration authority.

Accordingly, EduSail Abroad does not guarantee or control:

  • admission, or a funded PhD position
  • scholarship or stipend approval
  • supervisor acceptance, availability or response
  • visa approval
  • university admission or funding decisions
  • third-party application or immigration processing times

The Client understands that these decisions remain with the relevant institution or authority.

04. Definitions

4.1 Offer Letter

Means written confirmation of admission, doctoral appointment, studentship or equivalent academic or research offer issued by a relevant university or research institution.

4.2 Funded Offer

Means an Offer Letter that provides financial support such as a stipend, scholarship, studentship, assistantship, salary or comparable institutional funding for the Client’s doctoral or research engagement.

4.3 Stipend

Means the recurring financial support stated in the applicable qualifying Offer Letter. Where a stipend is stated annually, the monthly equivalent may be calculated by dividing the annual amount by twelve.

4.4 Success-Linked Advisory Fee

“Success-Linked Advisory Fee” or “Success Fee” means the advisory fee payable following a qualifying funded Offer Letter and the subsequent applicable milestone, as described in Section 08.

4.5 Visa Approval

Means formal issuance of the applicable student or research visa or immigration permission by the competent authority.

4.6 Third-Party Costs

Means charges imposed by universities, application portals, examination providers, visa authorities, embassies or consulates, medical providers, translation or legalisation providers, courier providers, travel providers or other external entities.

05. Services Covered

The engagement may include the following services, subject to the Client’s profile, target opportunities and applicable requirements.

5.1 Profile & Application Strategy

  • Detailed review of academic and research background
  • Identification of strengths and relevant gaps
  • Strategic guidance regarding PhD pathways
  • Prioritisation of suitable opportunities
  • Application positioning guidance

5.2 University & Programme Research

  • Research into suitable universities and PhD programmes
  • Review of programme requirements
  • Assessment of academic and profile alignment
  • Research into relevant departments and research environments

5.3 Supervisor & Researcher Research

  • Identification of relevant supervisors and researchers
  • Review of publicly available research interests
  • Assessment of potential research alignment
  • Prioritisation of relevant outreach opportunities

5.4 CV & Profile Development

  • Academic CV structuring
  • Profile presentation guidance
  • Refinement of relevant academic and research experience
  • Positioning of achievements, projects, publications and skills

5.5 SOP & LOR Support

  • Statement of purpose guidance
  • Opportunity-specific positioning
  • Structural and content refinement
  • Guidance concerning recommendation letters and supporting narratives

5.6 Research Proposal Support

  • Research-direction development support
  • Proposal structure and positioning
  • Alignment of proposed research with relevant opportunities
  • Review and refinement of proposal content

5.7 Supervisor Outreach

  • Supervisor identification
  • Outreach strategy
  • Targeted communication guidance
  • Review and refinement of outreach communication
  • Follow-up strategy where appropriate

5.8 Application Support

  • Application requirement review
  • Document checklist
  • Application-readiness review
  • Submission guidance
  • Deadline and process coordination support

5.9 Interview Preparation

  • Interview strategy
  • Academic and research discussion preparation
  • Opportunity-specific preparation
  • Mock interview guidance where appropriate

5.10 Visa & Pre-Departure Guidance

  • General visa-process guidance following an applicable offer
  • Visa interview preparation where relevant
  • General pre-departure planning guidance

Scope clarification: the exact work required varies by opportunity. A service being listed in this Agreement does not mean that every listed activity will be required for every Client or every application.

06. Client Responsibilities

The quality and continuity of the engagement depend on timely cooperation from the Client. The Client agrees to:

  1. Provide complete and accurate information.
  2. Disclose relevant academic, professional and application history.
  3. Provide requested documents within reasonable timelines.
  4. Inform EduSail Abroad of material changes to the Client’s profile.
  5. Review drafts and provide feedback within agreed timelines.
  6. Complete personal declarations and submissions requiring the Client’s confirmation.
  7. Attend meetings or preparation sessions where reasonably required.
  8. Remain responsible for the truthfulness and accuracy of information submitted in the Client’s name.
  9. Pay Third-Party Costs directly unless otherwise agreed in writing.
  10. Inform EduSail Abroad promptly of offers, rejections, supervisor responses, visa developments or other material application events.

07. Fees & Commercial Arrangement

7.1 Merit-Based Standard Pricing

EduSail Abroad uses a merit-based commitment-fee framework. The current standard pricing framework is:

PhD Readiness ScoreStandard Commitment Fee
90–100₹15,000
80–89₹20,000
Below 80₹25,000

All fees are exclusive of Goods and Services Tax (GST), which is charged additionally at the prevailing statutory rate (currently 18%) and shown on every invoice.

The published standard pricing framework establishes EduSail Abroad’s normal commercial structure. It does not prevent EduSail Abroad from approving a client-specific commercial exception.

7.2 Client-Specific Commercial Terms

The actual commitment fee payable by the Client is the amount expressly recorded in Schedule A: Client-Specific Commercial Schedule.

EduSail Abroad may, at its discretion, approve a merit-based discount or another arrangement. Such approval must be recorded in Schedule A or a written addendum.

7.3 Commitment Fee

The commitment fee is the upfront professional fee associated with commencing the formal advisory engagement and allocating EduSail Abroad resources to the Client. It covers, as applicable:

  • onboarding
  • detailed profile evaluation
  • personalised opportunity research
  • university and programme research
  • supervisor and researcher research
  • application strategy
  • engagement setup and advisory planning

The commitment fee is not a university fee, application fee, government fee, visa fee or scholarship fee.

7.4 GST

All fees stated in this Agreement and in Schedule A are exclusive of GST. GST is charged additionally at the prevailing statutory rate (currently 18%), is stated separately on every invoice, and is remitted by EduSail Abroad in accordance with applicable law.

08. Success-Linked Advisory Fee

The Success-Linked Advisory Fee is intended to align a substantial portion of EduSail Abroad’s professional fee with the Client’s funded-admission outcome. Unless Schedule A expressly provides otherwise:

Success-Linked Advisory Fee = one (1) month of the stipend stated in the qualifying funded Offer Letter.

MilestonePortion of Success Fee
Qualifying funded Offer Letter30%
Visa Approval70%
Total100%

The Success Fee is a professional advisory fee payable to EduSail Abroad. It is not a university, government, visa or scholarship fee. Like every fee in this Agreement, it is exclusive of GST, which is charged additionally as set out in Section 7.4.

8.1 Qualifying Funded Offer

A qualifying funded Offer Letter generally means an institutional written offer that provides the Client with a funded doctoral or research opportunity and identifies financial support such as a stipend, scholarship, studentship, assistantship or equivalent funding. Where the nature of funding is unclear, the Parties may confirm in writing whether the offer qualifies for Success Fee purposes.

8.2 Multiple Funded Offers

If the Client receives multiple qualifying funded offers, the Success Fee will ordinarily be calculated using the stipend associated with the funded offer accepted by the Client, unless Schedule A states otherwise.

8.3 Offer Letter Milestone

Upon receipt of a qualifying funded Offer Letter, 30% of the Success Fee becomes payable within 14 calendar days, unless Schedule A expressly provides a different period.

The Client agrees to inform EduSail Abroad promptly upon receiving a qualifying offer and to provide a copy or sufficient evidence of the offer for calculation of the Success Fee. Failure to immediately provide the Offer Letter does not extinguish a payment obligation that has otherwise accrued.

8.4 Visa Approval Milestone

Upon Visa Approval for the relevant funded opportunity, the remaining 70% of the Success Fee becomes payable within 14 calendar days, unless Schedule A expressly provides a different period. The Client shall inform EduSail Abroad promptly and provide reasonable evidence of Visa Approval.

If the qualifying funded Offer Letter is received but Visa Approval is never obtained, the 70% Visa milestone does not become payable solely because an Offer Letter was received. The 30% Offer Letter milestone remains payable once accrued.

8.5 Client Decision After an Offer

If the Client voluntarily decides, after a qualifying Offer Letter or Visa Approval, to defer, cancel, withdraw from or otherwise not pursue the opportunity for personal reasons, an amount that has already become due under the applicable milestone remains payable.

A later decision by the Client not to enrol, travel, join the programme or continue with the opportunity does not retrospectively undo a Success Fee milestone that has already occurred. This does not prevent the Parties from agreeing to a different arrangement in writing.

8.6 Applications and Offers Arising After Termination

The Success-Linked Advisory Fee is linked to the benefit of the advisory and application work performed during the engagement, and not merely to the date on which an Offer Letter is received.

Accordingly, if, within 12 months after termination or completion of this Agreement, the Client receives a qualifying funded Offer Letter from:

  • a university, programme, department, supervisor or research group identified, researched, recommended or contacted by EduSail Abroad during the engagement; or
  • an application or supervisor-outreach process materially prepared, supported or initiated by EduSail Abroad during the engagement,

the applicable Success-Linked Advisory Fee remains payable even if the Offer Letter is received after the Agreement has ended.

This provision does not apply to an entirely unrelated opportunity that was neither identified, researched, recommended, contacted nor materially supported by EduSail Abroad during the engagement.

The Client shall inform EduSail Abroad of any potentially qualifying offer promptly and in any event within 3 business days of receipt.

8.7 Stipend Calculation

For Success Fee purposes, the applicable monthly stipend ordinarily means the gross recurring monthly cash stipend or salary-equivalent doctoral funding expressly stated in the qualifying Offer Letter, before personal income-tax or other deductions.

The following are ordinarily excluded from the stipend calculation unless Schedule A expressly states otherwise:

  • tuition-fee waivers
  • one-time relocation grants, joining or settling allowances
  • reimbursement of expenses and travel allowances
  • insurance benefits
  • accommodation provided in kind
  • research or equipment budgets
  • other non-recurring or non-cash benefits

Where the Offer Letter states annual funding rather than monthly funding, the monthly amount is ordinarily calculated by dividing the stated recurring annual amount by twelve. Where funding is stated in a foreign currency, the INR equivalent is calculated as set out in Schedule A (A5).

Where an Offer Letter contains unclear, conditional or variable funding terms, EduSail Abroad may request reasonable clarification or supporting documentation before issuing the Success Fee calculation.

09. Third-Party Costs

Unless expressly stated otherwise, Third-Party Costs are separate from EduSail Abroad’s professional fees. These may include:

  • university application fees, deposits and enrolment charges
  • visa fees
  • language-test fees
  • credential evaluation fees
  • medical examination charges
  • translation, notarisation and legalisation
  • courier charges
  • travel and accommodation
  • other external institutional or governmental charges

EduSail Abroad does not control third-party pricing, processing times, refund policies or decisions.

10. Application Integrity & Client Approval

The Client remains responsible for the truthfulness of information supplied for applications.

EduSail Abroad will not knowingly prepare or encourage submission of fabricated academic records, research experience, publications, employment history, test scores, recommendation claims, research achievements or other material facts.

The Client is responsible for reviewing final documents and information before submission where the Client is required to approve or submit them.

11. Intellectual Property

EduSail Abroad retains ownership of its proprietary templates, frameworks, workflows, internal research methods, checklists, databases, methodologies, strategic models and other proprietary materials.

Client-specific final application materials may be used by the Client for the Client’s own educational and application purposes.

The Client shall not commercially reproduce, resell, redistribute or represent EduSail Abroad’s proprietary frameworks, templates or methodologies as their own without written permission.

This restriction does not affect the Client’s ownership or use of their own academic work, research, personal information or other independently owned material.

12. Confidentiality

Each Party agrees to maintain reasonable confidentiality concerning non-public information received from the other Party. Confidential information may be disclosed where:

  • required by law or by a competent authority;
  • reasonably necessary to provide the agreed service;
  • disclosed to a relevant university, supervisor or application system as part of the Client’s application with appropriate authority; or
  • the information has become publicly available without breach of this Agreement.

These obligations survive termination to the extent permitted by law.

13. Personal Data

The Client authorises EduSail Abroad to collect, use, store and process personal and academic information reasonably necessary to provide the agreed services. This may include contact information, academic records, transcripts, CVs, research information, publications, test scores, application materials, correspondence and other information voluntarily supplied for the engagement.

Where information needs to be shared with a university, supervisor, application portal, visa authority or relevant service provider for the purpose of carrying out the engagement, EduSail Abroad may do so as reasonably necessary and subject to applicable law and consent requirements. Our Privacy Policy describes this in full.

14. Marketing & Testimonials

The Client may separately provide consent for a testimonial, success story, photograph, video or identifiable admission outcome.

Unless separately authorised, EduSail Abroad shall not publish the Client’s personally identifying information as part of marketing material.

EduSail Abroad may use appropriately anonymised or non-identifying outcome information where permitted by the applicable consent and privacy terms.

15. Payment Default, Suspension & Recovery

If an amount becomes due and remains unpaid after the applicable agreed deadline, EduSail Abroad may:

  • issue a written payment reminder;
  • pause or suspend further non-urgent advisory and application work;
  • withhold further discretionary work until the account is regularised;
  • withdraw an unutilised payment concession or extended deadline where the Client breaches its conditions;
  • charge only such lawful interest, late-payment charge or recovery cost as is expressly stated in Schedule A or otherwise permitted by applicable law; and/or
  • pursue lawful recovery of amounts due.

Any payment extension is a commercial accommodation and does not extinguish the underlying debt. A Client’s continued receipt of messages, document comments or administrative assistance during a period of payment default does not constitute a waiver of EduSail Abroad’s right to recover the outstanding amount.

No original academic, identity or official document belonging to the Client shall be withheld as security for payment.

16. Term & Termination

This Agreement begins upon valid electronic or written acceptance and continues until completion of the engagement or termination in accordance with this Agreement.

16.1 Commitment Fee

The commitment fee is consideration for onboarding, reserving professional capacity and commencing the agreed advisory work. It is non-refundable once paid. Nothing in this Agreement is intended to exclude a statutory right that cannot lawfully be excluded.

16.2 Termination

Either Party may request termination by written notice. Where a material breach occurs, the non-breaching Party may provide written notice and a reasonable opportunity to remedy the breach where remedy is possible.

Upon termination:

  • accrued and undisputed fees remain payable;
  • fees already earned or due under applicable milestones remain payable;
  • the Success Fee provision in Section 8.6 survives;
  • confidentiality obligations continue;
  • intellectual-property restrictions continue; and
  • reasonable handover of Client-owned materials may be provided.

Client withdrawal, inactivity, failure to respond or decision to pursue another consultant does not automatically cancel fees that have already accrued or become due.

17. No Guarantee of Admission, Funding or Visa

The Client expressly acknowledges that the following are outside EduSail Abroad’s control: admission decisions, supervisor decisions, funding availability, competition, university policy, programme capacity, application deadlines, changes in eligibility requirements, scholarship decisions, immigration policy and visa decisions.

Accordingly, EduSail Abroad does not guarantee any particular outcome.

18. Limitation of Liability

To the extent permitted by applicable law, EduSail Abroad shall not be liable for indirect, incidental, special or consequential losses arising from decisions or actions of universities, supervisors, funding bodies, visa authorities or other third parties.

To the extent legally permissible, EduSail Abroad’s aggregate liability arising from this Agreement is limited to the professional fees actually paid to EduSail Abroad under the applicable engagement.

Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.

19. Force Majeure

Neither Party shall be liable for delay or failure caused by circumstances beyond reasonable control, including natural disasters, pandemic-related disruption, war, government action, institutional closure, major policy changes, widespread technical failures or comparable events. The affected Party shall notify the other Party as reasonably practicable.

20. Dispute Resolution & Dispute Procedure

The Parties shall first attempt in good faith to resolve any dispute through a written escalation process.

Step 1. Written Notice

The complaining Party sends a written notice describing the issue, relevant facts, documents and relief sought. A Client sends this notice to [email protected].

Step 2. Management Resolution

The Parties attempt to resolve the matter within 15 calendar days of receipt of the dispute notice.

Step 3. Arbitration

If the dispute is not resolved through the above process, either Party may refer the dispute to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

Arbitration TermAgreed Position
Seat of arbitrationNoida, Uttar Pradesh, India
LanguageEnglish
TribunalSole arbitrator
AppointmentBy mutual agreement; failing agreement, by the Indian Council of Arbitration (ICA)
Governing procedural lawArbitration and Conciliation Act, 1996, as amended

Arbitration is intended to provide a structured mechanism for contractual disputes. Nothing in this clause is intended to exclude any non-waivable statutory right, remedy or forum available to either Party under applicable law.

EduSail Abroad may seek appropriate interim or protective relief from a competent court where necessary to protect confidential information, intellectual property, unpaid contractual amounts or other legally protectable interests.

Electronic communications, payment records, application records, emails, WhatsApp messages and other electronic records may be retained and relied upon as evidence where legally admissible.

21. Governing Law, Notices & Entire Agreement

This Agreement is governed by the laws of India.

21.1 Notices

Formal notices concerning termination, payment default, disputes, amendments or other material contractual matters are sent to the email address recorded in this Agreement and, where appropriate, may also be communicated through the Client’s recorded WhatsApp or mobile contact. A notice sent electronically is treated as delivered in accordance with applicable law and the available evidence of transmission and receipt.

21.2 No Oral Variation

A material amendment, fee waiver, change in Success Fee or other contractual variation is effective only when recorded in writing and attributable to an authorised EduSail Abroad representative. Statements made casually by individual staff, consultants or third parties do not amend this Agreement unless the person making the statement has authority to approve the change.

21.3 Entire Agreement

This Agreement, its Client-Specific Commercial Schedule and any written addendum expressly incorporated into it constitute the understanding between the Parties concerning the engagement.

21.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue to the extent permitted by law.

21.5 Order of Precedence

If there is an inconsistency between documents relating to the same engagement, the following order applies unless the later document expressly states otherwise:

  1. a signed or validly accepted written addendum;
  2. the Client-Specific Commercial Schedule;
  3. this Agreement;
  4. general website or marketing material.

This ensures that an individually agreed arrangement is not accidentally overridden by general public pricing or promotional content.

22. Client Acknowledgement

By accepting this Agreement, the Client confirms that the Client has reviewed and understood:

  • that EduSail Abroad provides advisory and application support and does not guarantee admission, funding, supervisor acceptance or visa approval;
  • the scope of services and the Client’s responsibilities;
  • the merit-based standard pricing framework and the Client-Specific Commercial Schedule;
  • the total commitment fee agreed, any amount already paid and any outstanding balance;
  • any approved discount or concession;
  • that GST applies in addition to the agreed fee;
  • the Success-Linked Advisory Fee and its payment milestones; and
  • that Third-Party Costs are generally separate.

23. Electronic Acceptance & Record of Acceptance

This Agreement may be accepted electronically, by email or by Aadhaar eSign through DigiLocker, where legally valid.

For clear and auditable acceptance by email, the Client replies to the email from EduSail Abroad that carries this Agreement as a PDF attachment, from the Client’s recorded email address, with the acceptance statement provided in the Agreement. The statement names the Client, the Agreement number and date, the commitment fee (including GST), the applicable payment arrangement and the Success-Linked Advisory Fee of one month of stipend, payable 30% on the Offer Letter and 70% on Visa Approval.

The Client is advised to attach a copy of their PAN card, passport or Aadhaar to the same reply. Replying in the same email thread keeps the accepted PDF and the acceptance together as a single record.

Electronic acceptance has the intended effect of acceptance where valid under applicable law. The Parties acknowledge that Indian law recognises contracts formed through electronic means and that a contract shall not be treated as unenforceable solely because electronic records or electronic communications were used for its formation.

24. Signatures

For EduSail Abroad Solutions Pvt. Ltd., the Agreement is signed by Pawan Kumar, Director ([email protected]). The Client signs or accepts electronically as described in Section 23, and should retain a copy of the Agreement and the acceptance communication for their records.

Schedule A: Client-Specific Commercial Schedule

Schedule A is completed individually for each Client and forms part of the Agreement.

A1–A3. Pricing Assessment, GST and Payment Status

These record the Client’s PhD Readiness Score, the standard commitment fee, any merit discount, concession or other approved adjustment, the agreed fee before GST, GST at 18%, the total commitment fee payable, the amount paid to date, any outstanding amount, and the payment dates and method.

A4. Success-Linked Fee

ItemApplicable Term
Success Fee basisEquivalent to one month of the applicable stipend
Currency conversionAs set out in A5
Offer Letter milestone30%, payable within 14 calendar days of the Offer Letter
Visa Approval milestone70%, payable within 14 calendar days of the Visa Approval
Late-payment interestSimple interest at 12% per annum on any overdue amount, from the day after its due date until payment

A5. Currency Conversion & Stipend Calculation

A5.1 One rate, fixed once. Where the stipend is stated in a foreign currency, the INR equivalent is calculated using the reference rate for the Offer Letter date (or, if that is not a business day in India, the last preceding business day).

A5.2 Reference rate. The reference rate is the RBI/FBIL reference rate or, where none is published for that currency, the State Bank of India TT buying rate for that date. The rate, its source and date are recorded in the Funded Offer & Success Fee Confirmation issued under Section 8.3.

A5.3 Fixed rupee amounts. The rate recorded in the Confirmation applies to the whole Success Fee: the Offer Letter milestone, the Visa Approval milestone and every part or instalment of it. Later movements in the exchange rate do not change any amount, in either direction.

A5.4 Monthly equivalent. The monthly stipend is worked out as follows:

Stipend as stated in the Offer LetterMonthly equivalent
Per monthThe stated amount
Per yearStated amount ÷ 12
Per academic year or other period shorter than twelve monthsStated amount ÷ the number of months the Offer Letter states the stipend covers (for example ÷ 9 for a nine-month academic-year stipend); ÷ 12 where the Offer Letter does not state the number of months
Per fortnightStated amount × 26 ÷ 12
Per weekStated amount × 52 ÷ 12
A stated range or step increaseThe amount payable in the first month of the programme
Stated net of tax, or grossThe gross amount where both are stated; otherwise the amount stated

Where the Offer Letter states the number of months a stipend covers, this table replaces the twelve-month division in Sections 4.3 and 8.7. The exclusions in Section 8.7 (tuition waivers, one-time grants, allowances, benefits in kind) continue to apply.

A5.5 Rounding. All INR amounts are rounded to the nearest rupee. Where a milestone is paid in parts, the last part is the milestone amount less the parts already fixed, so that the total is exact.

A5.6 Paying from abroad. Every amount is invoiced and payable in INR to EduSail Abroad’s Indian bank account or payment link. The Client may pay from an Indian or a foreign account. Bank, remittance and currency-conversion charges are borne by the Client, and a payment is complete when the full invoiced rupee amount is credited to EduSail Abroad.

This Agreement records the Parties’ understanding of the advisory engagement, applicable fees and responsibilities and should be read together with Schedule A, which records the Client-specific commercial arrangement.