Terms & Conditions

1. Scope & Precedence

These Terms & Conditions ("Terms") apply to all advisory, development, automation, training, ongoing advisory and related services provided by Fognini Tech ("we", "us"), unless a signed agreement (e.g., Proposal, Statement of Work (SOW), Master Services Agreement (MSA)) states otherwise. In case of conflict, the signed agreement prevails.

2. Service Provision & Changes

• Scope, deliverables and timelines are defined in the applicable Proposal/SOW/Offer.
• Changes to scope, schedule, assumptions or dependencies require written confirmation by both parties and may affect pricing and timelines.
• Deliverables are deemed accepted on the earlier of (i) written acceptance or (ii) ten (10) business days after delivery without substantiated rejection.

3. Professional Standards & Compliance Positioning

• We deliver services with professional diligence and care.
• Compliance-aware: We design with relevant regulatory frameworks in mind (including EU AI Act, Cyber Resilience Act, GDPR/nDSG, ISO/IEC 42001, NIST AI RMF), but we are not certified compliance auditors or legal advisors. Formal compliance certification requires qualified legal/regulatory review by the client.
• Our advice supports, but does not replace, client decision-making; the client remains responsible for business decisions and legal compliance.

4. Use of AI and Third-Party Tools

• To enhance productivity, we may use AI development tools (e.g., GitHub Copilot, Cursor) and automation/workflow tools (e.g., n8n, Airtable, Zapier, HubSpot, cloud services).
• All deliverables are subject to human review before handover.
• We do not process sensitive client data through such tools without client consent and appropriate safeguards. Availability and security of third-party tools are ultimately managed by their vendors.

5. Confidentiality

Each party shall keep the other party's confidential information strictly confidential and use it solely to perform the engagement, except where disclosure is required by law. This obligation survives termination.

6. Data Handling & Deletion

• Client data used during delivery shall be stored securely with access controls and encryption appropriate to the risk.
• Unless otherwise agreed, we delete development copies of client code, configurations and data within thirty (30) days of project completion. We may retain non-sensitive records strictly necessary for legal, tax, and audit purposes.

7. Intellectual Property

• Unless otherwise agreed in a signed contract, all intellectual property in our methods, know-how, templates, generic components, and pre-existing materials remains ours.
• Upon full payment, the client receives a non-exclusive, non-transferable licence to use the deliverables solely for internal business purposes. Any transfer, sublicence, or external distribution requires our prior written consent.

8. Training & Enablement

Training is delivered according to best practices with clear objectives; outcomes depend on client team participation and application. We do not warrant specific capability or performance improvements.

9. Subcontractors

We may engage vetted subcontractors under equivalent confidentiality and quality obligations. We remain responsible to the client for subcontractor work quality under these Terms.

10. Warranties & Disclaimers

• We provide services "as is" and disclaim all implied warranties to the fullest extent permitted by law, including fitness for a particular purpose and non-infringement.
• We do not warrant that deliverables or processes will be error-free or achieve specific business results.

11. Liability

• To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, punitive or special damages, including loss of profits, revenue, data or business opportunity.
• Our aggregate liability for direct damages arising from any engagement is capped at the total fees paid for the specific engagement giving rise to the claim.
• Nothing in these Terms limits liability for death/personal injury caused by negligence or for wilful misconduct or fraud where such limitation is prohibited by law.

12. Payment

Unless otherwise agreed, invoices are payable within twenty (20) days net. Late payments may accrue interest at 5% p.a. plus reasonable collection costs. We may suspend services for overdue amounts after notice.

13. Client Responsibilities

Client will (i) provide timely access to information, systems, and personnel, (ii) ensure it has rights to all data and materials supplied, and (iii) make timely decisions to avoid delivery delays. Client remains the controller/owner of its data.

14. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control (including outages of third-party platforms/tools), provided the affected party uses reasonable efforts to mitigate and resumes performance promptly.

15. Termination

Either party may terminate for material breach not cured within fourteen (14) days of written notice. Upon termination, client pays for services performed and expenses incurred up to the effective termination date. Clauses intended to survive (e.g., confidentiality, IP, liability limits) shall survive.

16. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid one reflecting the original intent as closely as possible.

17. Governing Law & Jurisdiction

These Terms are governed exclusively by Swiss law. The exclusive place of jurisdiction is Kreuzlingen, Thurgau (Switzerland), unless mandatory law specifies otherwise.

18. Contact

www.fognini.tech/contact