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    • Terms and Conditions

    General Terms and Conditions for Services of Faix Consulting | Revised: 01.01.2026

    1. Scope and Nature of Services

    Faix Consulting (“Contractor”) provides high-level engineering, autonomous robotics, strategic advisory, and applied artificial intelligence consulting services to commercial clients (“Customer”) in accordance with individual contractual agreements and Statements of Work (SOW).

    Unless explicitly designated in writing as a work contract (*Werkvertrag*) with verifiable milestone acceptance metrics, all services rendered constitute service contracts under the mandate provisions of the Swiss Code of Obligations (*Auftragsrecht gemäss Art. 394 ff. OR*). The Customer retains overall project, commercial, and operational responsibility. The Contractor provides services in accordance with the professional state of the art at the time of contract formation.

    2. Collaboration and Project Governance

    Where contact persons are designated in the individual contract, they serve as the authorized project leads. The Customer shall communicate operational requirements exclusively through the designated contact persons. Personnel assigned by the Contractor shall not enter into any employment relationship with the Customer, even when rendering services on the Customer’s premises.

    3. Deployment of Personnel

    Unless expressly agreed otherwise in writing, the Contractor is entitled to assign and replace qualified specialists at its discretion, provided that the legitimate operational interests and project requirements of the Customer are duly observed.

    4. Rights in Work Products & Deliverables (Intellectual Property)

    Upon full and final payment of all agreed fees, the Contractor grants the Customer a non-exclusive, perpetual, irrevocable, and non-transferable license to use the physical and digital deliverables created specifically for the project (technical architectures, engineering blueprints, mechatronics schematics, embedded software, and agentic AI pipelines) for the intended contract purpose.

    Any sublicensing, resale, or commercial transfer to third parties requires prior written agreement. Pre-existing methodologies, developer toolkits, algorithms, and proprietary software libraries owned by the Contractor prior to the engagement remain the exclusive intellectual property of the Contractor.

    5. Duty of Cooperation of the Customer

    The Customer shall support the Contractor in the performance of services in a timely, complete, and uncompensated manner. This includes providing necessary project specifications, engineering documentation, hardware test benches, and digital access permissions. Delays or idle times caused by the Customer’s failure to cooperate shall be invoiced at the agreed standard hourly/daily rates.

    6. Remuneration and Terms of Payment

    Unless expressly agreed otherwise in writing, consulting services are billed on a time-and-materials basis at the agreed hourly or daily rates. Invoices are issued monthly in arrears with itemized timesheets attached. Invoices and timesheets are deemed accepted unless substantiated written objections are raised within 14 calendar days following receipt.

    Travel expenses, accommodation, and project-specific disbursements shall be reimbursed in accordance with contractual agreements.

    7. Warranty and Performance Deficiencies

    If a consulting service is rendered deficiently due to circumstances for which the Contractor is responsible, the Contractor shall remedy the deficiency within a reasonable cure period at no additional cost, provided the Customer provides written notice within 2 weeks of discovering the defect.

    If remediation of essential service components fails within a reasonably set grace period, the Customer is entitled to terminate the mandate. In such an event, remuneration is owed exclusively for contractually conforming services rendered up to the effective termination date.

    8. Limitation of Liability

    The Contractor shall be liable for damages solely within the limits prescribed by mandatory Swiss law:

    • For slight negligence, liability is excluded to the maximum extent permitted by Swiss law (Art. 100 OR), except in cases involving the breach of essential contractual obligations (*Kardinalpflichten*).
    • Liability for loss of profit, indirect damages, consequential business interruption, or loss of unbacked data is strictly excluded.
    • In all cases of liability, damages are capped at typical, foreseeable damages, not exceeding the total contract value paid by the Customer under the affected SOW during the preceding 12 months.
    • The statutory exclusions of liability limitations for unlawful intent, gross negligence, or bodily injury remain unaffected.

    9. Limitation Period

    Contractual claims arising from performance non-conformance or liability shall expire within 2 years from knowledge, but in no case later than 3 years following the full completion of the services or premature termination of the contract.

    10. Confidentiality, Trade Secrets & Modern AI Data Governance

    Both parties undertake to keep strictly confidential all commercial, proprietary, and technical secrets disclosed in connection with the contract and not to disclose such secrets to third parties without prior written consent.

    AI Data Hygiene: The Contractor guarantees that proprietary source code, confidential CAD designs, and non-public client technical data shall never be inputted into public generative AI model training pipelines without the express written authorization of the Customer.

    11. Written Form

    Contractual amendments, additions, and notices must be made in writing or text form (including verified email communication).

    12. Applicable Law

    All contractual relationships and disputes arising under or in connection with these terms shall be governed exclusively by the substantive material law of the Swiss Confederation (*Schweizerisches Recht*), excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law principles.

    13. Severability

    Should any provision of these General Terms and Conditions be found invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the commercial and legal intent of the original clause.

    14. Place of Performance and Exclusive Jurisdiction

    Unless otherwise agreed in writing, the place of performance for all contractual obligations is Zurich, Switzerland. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Zurich, Switzerland.

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