Terms & Conditions

01. Definitions

For the purposes of these Terms and Conditions:

02. Scope of Application

2.1 Exclusivity to B2B Relationships: These Terms apply exclusively to business-to-business transactions. The Provider does not offer services to consumers as defined under applicable consumer protection legislation (e.g., BGB § 13 in Germany, Consumer Rights Act 2015 in the UK).

2.2 Applicability: These Terms govern all current and future business relationships between Provider and Client unless expressly modified in writing. They apply to all quotes, proposals, Statements of Work, and contracts.

2.3 Client's Terms Excluded: Any general terms and conditions of the Client are hereby objected to and shall not form part of the contract, even if the Provider does not expressly object to them in each instance. The Provider's silence or performance of services shall not constitute acceptance of Client's terms.

2.4 Entire Agreement: These Terms, together with any applicable SOW or Quote, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether written or oral.

03. Services & Deliverables

3.1 Scope of Services: The Provider offers professional services in software development, infrastructure automation, AI solutions, process intelligence, and strategic consulting. The specific scope is defined in each Statement of Work or Quote.

3.2 Types of Engagements:

3.3 Service Contract Default: Unless expressly designated as a Work Contract (Werkvertrag) with defined acceptance criteria, all engagements are Service Contracts (Dienstvertrag). Under a Service Contract, the Provider owes diligent performance of services using industry best practices but does not guarantee specific business outcomes or economic results.

3.4 Work Contract Specifications: For Work Contracts, the SOW shall specify: (a) detailed deliverable descriptions, (b) objective acceptance criteria, (c) acceptance testing procedures, and (d) defect remedy processes. Client shall have 14 days from delivery to test and accept or reject deliverables with specific defect documentation.

3.5 Timelines: Deadlines and schedules are estimates only and non-binding unless expressly designated in writing as "fixed dates" (Fixgeschäft). Provider shall use commercially reasonable efforts to meet estimated timelines.

3.6 Changes & Modifications: Client may request changes to the scope of Services. Provider shall provide a written change order with revised timeline and pricing. Change orders require written approval from both parties before implementation.

04. Client Obligations & Cooperation

Client's timely cooperation is essential for successful service delivery. Client agrees to:

4.6 Consequences of Non-Cooperation: Delays caused by Client's failure to fulfill cooperation obligations extend deadlines proportionally and may result in additional fees for idle capacity, resource reallocation costs, or project suspension. Provider reserves the right to invoice for time spent waiting for Client input or decisions.

05. Fees & Payment Terms

5.1 Pricing: All prices quoted are in US Dollars (USD) or Euros (EUR) as specified, exclusive of applicable taxes. Prices are firm for the duration specified in the Quote or SOW but may be adjusted for scope changes via change orders.

5.2 Invoicing: Provider shall invoice as follows: (a) fixed-price projects per milestone schedule, (b) time & materials monthly in arrears, (c) retainer agreements monthly in advance. Invoices include detailed breakdown of services, hours, rates, and expenses.

5.3 Payment Terms: Invoices are due immediately upon receipt (Net 0) unless otherwise specified in writing (e.g., Net 14, Net 30). Payment shall be made by wire transfer or other method specified on invoice.

5.4 Late Payment: Overdue amounts accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. Provider may suspend services if payment is more than 14 days overdue until account is current.

5.5 Disputed Invoices: Client must notify Provider in writing of any disputed invoice amounts within 10 days of receipt, specifying the disputed items and reasons. Undisputed amounts remain due as invoiced.

5.6 Taxes: Client is responsible for all sales, use, VAT, GST, and other taxes (excluding Provider's income taxes). For EU B2B clients, reverse charge mechanism applies per Art. 196 EU VAT Directive. Client must provide valid VAT ID.

06. Intellectual Property Rights

The parties agree to the following allocation of intellectual property rights:

07. Warranties & Disclaimers

7.1 Provider's Warranties: Provider warrants that:

7.2 Warranty Remedy: Provider's sole obligation for breach of the functionality warranty in Section 7.1(d) is to correct or re-perform non-conforming services at no additional charge. If correction is not commercially feasible, Provider may refund fees paid for the non-conforming portion.

08. Limitation of Liability

8.3 Exceptions: The limitations in Sections 8.1 and 8.2 do not apply to: (a) Provider's indemnification obligations under Section 9, (b) breaches of confidentiality obligations, (c) gross negligence or willful misconduct, (d) death or personal injury caused by Provider's negligence, or (e) liabilities that cannot be limited under applicable law.

8.4 Essential Basis of Bargain: Client acknowledges that the fees charged reflect the allocation of risk set forth in this Section 8 and that Provider would not enter into this agreement without these limitations on liability.

09. Indemnification

10. Confidentiality

10.1 Definition: "Confidential Information" means non-public information designated as confidential or that reasonably should be understood as confidential given the nature and circumstances of disclosure. This includes business plans, technical data, customer lists, financial information, trade secrets, and source code.

10.2 Obligations: Each party agrees to: (a) maintain Confidential Information in strict confidence using at least the same degree of care used for its own confidential information (but no less than reasonable care), (b) not disclose to third parties without prior written consent, and (c) use Confidential Information solely for purposes of performing or receiving Services.

10.3 Exceptions: Confidentiality obligations do not apply to information that: (a) is or becomes public through no breach by receiving party, (b) was lawfully known prior to disclosure, (c) is independently developed without use of Confidential Information, (d) is lawfully obtained from a third party without restrictions, or (e) must be disclosed by law or court order (with prompt notice to disclosing party if permitted).

10.4 Return or Destruction: Upon termination or request, each party shall promptly return or destroy all Confidential Information and certify compliance in writing. Provider may retain copies as required by law or professional standards.

10.5 Duration: Confidentiality obligations survive termination of this agreement and continue for five (5) years from disclosure date, except for trade secrets which remain confidential for as long as they retain trade secret status under applicable law.

11. Data Protection & Privacy

11.1 Data Processing: To the extent Provider processes personal data on Client's behalf, the parties shall execute a Data Processing Agreement (DPA) in accordance with applicable data protection laws including GDPR (EU Regulation 2016/679) and Swiss FADP.

11.2 Provider as Data Controller: For Provider's own business operations (invoicing, CRM, marketing), Provider acts as an independent data controller. Provider's Privacy Policy at fwdelta.com/privacy applies.

11.3 Security Measures: Provider implements appropriate technical and organizational measures to protect personal data as described in Provider's Privacy Policy and compliance documentation.

11.4 Data Breach Notification: Provider shall notify Client within 48 hours of becoming aware of any security breach affecting Client's personal data, providing details necessary for Client to meet its own notification obligations.

11.5 Data Location: Provider processes data on infrastructure located in the European Union (Germany, Finland). Any transfer outside the EU requires Client approval and appropriate safeguards (Standard Contractual Clauses).

12. Term & Termination

12.1 Term: This agreement commences on the date of first SOW execution and continues until terminated in accordance with this Section 12. Each SOW has its own term as specified therein.

12.4 Effect of Termination: Upon termination: (a) all outstanding fees become immediately due, (b) Provider shall deliver work-in-progress to Client (subject to payment), (c) licenses granted by Provider terminate except for paid deliverables, (d) each party returns or destroys Confidential Information.

12.5 Survival: Sections relating to fees, IP ownership, warranties, liability limitations, indemnification, confidentiality, dispute resolution, and governing law survive termination indefinitely or as specified.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, government actions, labor disputes, internet or telecommunications failures, or supplier failures ("Force Majeure Event").

The affected party shall: (a) promptly notify the other party, (b) use commercially reasonable efforts to mitigate impacts, and (c) resume performance as soon as practicable. If Force Majeure continues for more than 60 days, either party may terminate the affected SOW without liability.

Force Majeure does not excuse Client's payment obligations for services rendered prior to the Force Majeure Event.

14. Independent Contractor Relationship

Provider is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Provider retains sole control over how Services are performed, including personnel, methods, and schedules.

Neither party has authority to bind the other or to incur obligations on the other's behalf. Provider is responsible for all employment taxes, benefits, insurance, and compliance for its personnel. Nothing in this agreement creates an employment relationship, agency, partnership, or joint venture.

15. Governing Law & Jurisdiction

15.1 Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflicts of law principles that would require application of another jurisdiction's laws.

15.2 Exclusion of CISG: The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this agreement.

15.3 Venue: Subject to Section 16 (Dispute Resolution), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming, USA, for any litigation arising out of this agreement.

15.4 Consumer Laws: For clients located in the EU, EEA, or Switzerland: Where mandatory consumer protection laws apply and cannot be excluded by contract, those provisions shall govern to the extent required by law, notwithstanding the choice of Wyoming law.

16. Dispute Resolution

16.1 Good Faith Negotiations: Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations. Each party shall designate a senior representative with settlement authority to meet (in person or virtually) within 15 days of written dispute notice.

16.2 Mediation: If negotiations fail within 30 days, parties agree to non-binding mediation before a mutually agreed neutral mediator. Mediation costs shall be shared equally. Either party may proceed to arbitration or litigation if mediation does not resolve the dispute within 60 days.

16.3 Arbitration Option: For disputes exceeding $100,000, either party may elect binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be in Sheridan, Wyoming, before a single arbitrator. Arbitrator's decision is final and binding, enforceable in any court of competent jurisdiction.

16.4 Equitable Relief: Notwithstanding the above, either party may seek injunctive or equitable relief in court for breaches of confidentiality or IP rights without prior negotiation or mediation.

16.5 EU Online Dispute Resolution: EU clients may access the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/. Provider is not obligated to participate in alternative dispute resolution before consumer arbitration boards.

17. General Provisions