Terms of Service

Effective Date: August 30, 2025
Last Updated: August 30, 2025

1. Parties and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between Salfati Group GmbH, a Swiss limited liability company registered under CHE-292.423.728 ("Salfati Group," "we," "us," "our"), and you ("Client," "you," "your"), whether personally or on behalf of an entity.

By accessing our website at salfati.group or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Definitions

• "Services": AI consulting, development, implementation, and related professional services
• "Deliverables": Any work product, code, documentation, or output provided under these Terms
• "Client Data": Any data, information, or materials provided by Client for processing
• "Salfati IP": Our proprietary technology, methodologies, frameworks, and know-how
• "Contract": Any separate written agreement that supersedes these Terms

3. Services

3.1 Scope of Services

Salfati Group provides enterprise AI solutions including:

• Development and deployment of AI agents and systems
• Process automation and optimization
• Custom AI model development
• Strategic AI consulting
• Technical implementation and integration

3.2 Service Standards

We perform Services in accordance with Swiss professional standards and industry best practices. Specific deliverables, timelines, and acceptance criteria are defined in separate Contracts.

4. Intellectual Property Rights

4.1 Salfati Group Ownership

Unless explicitly stated otherwise in a written Contract (which shall take precedence), Salfati Group retains all rights, title, and interest in and to:

• Core Technology: All underlying software, algorithms, models, and code
• Methodologies: Proprietary frameworks, processes, patterns, and best practices
• Infrastructure: System architectures, configurations, and technical implementations
• Tools and Libraries: Development tools, utilities, and reusable components
• Know-How: Trade secrets, techniques, and accumulated expertise
• Improvements: Any enhancements or derivatives of our existing IP
• Documentation: Technical specifications, designs, and training materials
• Website Content: All content, graphics, layouts, color combinations, and the "look and feel" of our website

4.2 License to Client

Upon full payment, we grant Client a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business purposes, subject to any restrictions in the applicable Contract.

4.3 Client Data Ownership

• Client retains all rights to Client Data
• We do not claim ownership of Client Data
• Client Data is not used to train our AI models
• We process Client Data solely to provide the Services
• Upon termination, Client Data is returned or destroyed per Contract terms

4.4 Feedback and Suggestions

Any feedback, suggestions, or ideas provided by Client regarding our Services becomes our property and may be used without restriction or compensation.

4.6 Reverse Engineering Prohibition

Client shall not, and shall not permit any third party to:

• Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any Software or Deliverables
• Modify, translate, or create derivative works based on any Software or Deliverables
• Copy, rent, lease, distribute, or otherwise transfer rights to any Software or Deliverables
• Remove any proprietary notices or labels

This prohibition applies except to the extent that applicable law expressly prohibits such restrictions or to the extent specific Software was provided in source code form by Salfati Group.

5. Client Obligations

Client shall:

• Provide accurate and complete information necessary for Services
• Ensure legal right to provide Client Data for processing
• Comply with applicable laws and regulations
• Provide timely feedback and approvals
• Maintain appropriate backups of Client Data
• Not violate or attempt to violate the security of our systems or website
• Not use our Services or website for any unlawful purpose or in violation of these Terms
• Not attempt to gain unauthorized access to any portion of our Services or systems

6. Confidentiality

6.1 Mutual Obligations

Each party shall maintain the confidentiality of the other party's Confidential Information and use it solely for performing under these Terms.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law (with prompt notice to the other party)

7. Data Protection

7.1 Compliance

We process personal data in accordance with the Swiss Federal Act on Data Protection (nDSG) and our Privacy Policy.

7.2 Data Processing

When processing Client Data containing personal data, we act as a data processor and will:

• Process data only per Client instructions
• Implement appropriate security measures
• Assist with Client's compliance obligations
• Delete or return data upon termination

7.3 AI Training Prohibition

Client Data is never used to train, improve, or develop our AI models without explicit written consent.

8. Payment Terms

8.1 Fees

Fees are specified in separate Contracts or Statements of Work.

8.2 Payment Terms

• Invoices are due within 30 days of receipt
• Payments are in Swiss Francs (CHF) unless otherwise agreed
• Late payments incur interest at the statutory rate under Swiss CO Art. 104

8.3 Taxes

Fees are exclusive of taxes. Client is responsible for all applicable taxes except those on our income.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party warrants that it:

• Has full corporate right and authority to enter these Terms
• Will comply with applicable laws
• Will not infringe third-party intellectual property rights

9.2 Service Warranty

We warrant that Services will be performed professionally and competently. This is Client's sole remedy for deficient Services.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

9.4 AI-Specific Disclaimers

• AI outputs may be unpredictable or contain errors
• We do not guarantee specific accuracy rates or outcomes
• Client remains responsible for reviewing and validating AI outputs
• AI systems require ongoing monitoring and adjustment

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY SWISS LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM.

10.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages
• Lost profits, revenue, or business opportunities
• Loss or corruption of data
• Costs of substitute services

10.3 Exceptions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Death or personal injury
• Breach of confidentiality obligations
• Infringement of intellectual property rights

11. Indemnification

11.1 Client Indemnification

Client shall defend, indemnify, and hold us harmless from claims arising from:

• Client's use of Services or Deliverables
• Client Data or its provision thereof
• Client's violation of these Terms or applicable law
• Alleged infringement based on our use of Client-specified requirements

11.2 Our Indemnification

We shall defend, indemnify, and hold Client harmless from third-party claims that Services infringe intellectual property rights, except to the extent based on Client Data or specifications.

12. Term and Termination

12.1 Term

These Terms commence upon acceptance and continue until terminated.

12.2 Termination

Either party may terminate:

• For convenience with 30 days written notice
• Immediately for material breach not cured within 15 days of notice
• Immediately for insolvency or cessation of business

12.3 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• Each party returns or destroys Confidential Information
• Licenses to Deliverables continue subject to payment
• Sections surviving termination remain in effect

13. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or government actions.

14. General Provisions

14.1 Governing Law

These Terms are governed by Swiss law, excluding conflict of law principles and international treaties (specifically excluding the UN Convention on Contracts for the International Sale of Goods).

14.2 Jurisdiction

The exclusive place of jurisdiction is Zug, Switzerland. We reserve the right to seek injunctive relief in any competent jurisdiction.

14.3 Entire Agreement

These Terms and any referenced Contracts constitute the entire agreement. Contracts take precedence over these Terms in case of conflict.

14.4 Amendment

Amendments must be in writing and signed by authorized representatives (except for website Terms updates with notice).

14.5 Severability

If any provision is invalid, the remainder continues in full force. Invalid provisions shall be replaced with valid provisions achieving similar economic effect.

14.6 Assignment

Client may not assign these Terms without our prior written consent. We may assign to affiliates or successors.

14.7 No Waiver

No waiver is effective unless in writing. Waiver of one breach does not waive subsequent breaches.

14.8 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship.

14.9 Notices

Legal notices must be sent to:

Salfati Group GmbH
Attn: Legal Department
Zählerweg 12
6300 Zug, Switzerland
Email: legal@salfati.group

14.11 Electronic Communications

By using our Services, Client agrees to receive electronic communications from us. These communications may include notices about Services, agreements, and other information. Client agrees that any notices, agreements, disclosures, or other communications sent electronically satisfy any legal communication requirements, including that such communications be in writing.

14.12 Export Compliance

Client shall comply with all applicable export and import control laws and regulations, including but not limited to Swiss export regulations and any international sanctions. Client represents that it is not located in, under control of, or a national or resident of any restricted country or on any government restricted party list.

15. Contact Information

For questions regarding these Terms:
Email: legal@salfati.group
Website: https://salfati.group

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

© 2025 Salfati Group GmbH. All rights reserved.