Terms of Service

4.1 Initial Consultation

We offer an initial consultation (typically up to 30 minutes) at no charge to discuss your needs and assess whether our services are a good fit.

4.2 Proposal and Agreement

Following the consultation, we will provide a written proposal or Engagement Agreement outlining scope, deliverables, timeline, fees, and payment terms. An engagement commences only upon written acceptance by both parties.

4.3 Project Execution

We will execute the agreed services with professional diligence and in accordance with applicable industry standards. The client agrees to provide timely access to necessary resources, information, and personnel.

5.1 Fee Structure

Fees may be structured as:

• Hourly Rate: Time-based billing for ongoing or undefined scope work
• Fixed Project Fee: Agreed total price for defined deliverables
• Retainer: Monthly fee for ongoing advisory or development services

Specific fees will be stated in each Engagement Agreement.

5.2 Currency and VAT

All fees are quoted in Swiss Francs (CHF) unless otherwise specified. FREMA is not currently registered for Swiss VAT; annual turnover does not exceed the CHF 100,000 threshold under Art. 10 LTVA. Should registration become required, applicable VAT will be added to invoices at the prevailing Swiss rate and shown separately.

5.3 Payment Terms

Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Late payments will incur interest at the statutory rate of 5% per annum (Swiss CO Art. 104). We reserve the right to suspend services if payment is overdue by more than 30 days.

5.4 Expenses

Unless included in a fixed-fee arrangement, reasonable out-of-pocket expenses (travel, accommodation, third-party licenses, etc.) will be billed separately with supporting documentation.

6.1 Work Product

All work product, deliverables, code, models, documentation, and materials created specifically for the client under an Engagement Agreement (the "Work Product") will become the property of the client upon full payment of all fees owed. Until full payment is received, we retain all intellectual property rights in the Work Product.

6.2 Pre-Existing Materials

We retain all rights to pre-existing intellectual property, tools, frameworks, libraries, methodologies, and general knowledge that we bring to the engagement ("Pre-Existing Materials"). The client receives a non-exclusive license to use Pre-Existing Materials incorporated into the Work Product solely for the purposes of using the Work Product.

6.3 Third-Party Materials

Any third-party software, libraries, or materials incorporated into deliverables remain subject to their respective licenses. We will identify material third-party components and ensure appropriate licensing.

6.4 Client Materials

The client retains all rights to materials, data, and intellectual property provided to us for the engagement. We will use such materials solely for performing the agreed services.

8.1 Standard of Care

We will perform services with reasonable professional care and skill. However, we make no warranties or guarantees regarding specific outcomes, results, or performance metrics unless expressly stated in a written Engagement Agreement.

8.2 Limitation of Liability

To the maximum extent permitted by Swiss law (CO Art. 97-101), our total liability for any claims arising from an engagement will not exceed the total fees paid by the client under the relevant engagement in the twelve (12) months immediately preceding the date the claim arose. This limitation applies to all causes of action, including contract, tort, negligence, or otherwise.

8.3 Exclusion of Consequential Damages

We will not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits, lost revenues, or business interruption, even if advised of the possibility of such damages.

8.4 Exceptions

The above limitations do not apply to liability for willful misconduct (dol) or gross negligence (faute grave) as defined under Swiss law, which cannot be contractually excluded.

10.1 Termination by Either Party

Either party may terminate an engagement by providing 30 days' written notice, unless the Engagement Agreement specifies a different notice period.

10.2 Immediate Termination

Either party may terminate immediately if the other party: (a) materially breaches these Terms or the Engagement Agreement and fails to cure within 15 days of written notice; or (b) becomes insolvent or subject to bankruptcy proceedings.

10.3 Effect of Termination

Upon termination, the client will pay for all services performed and expenses incurred up to the termination date. Any prepaid fees for services not yet performed will be refunded to the client within 30 days of the termination date. Sections relating to payment, intellectual property, confidentiality, liability, and dispute resolution survive termination.

14.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiations.

14.2 Mediation

If negotiations fail, the parties may agree to submit the dispute to mediation under the Swiss Chambers' Arbitration Institution (SCAI) Mediation Rules.

14.3 Jurisdiction and Applicable Law

These Terms and any Engagement Agreement are governed by Swiss law. The courts of Geneva, Switzerland have exclusive jurisdiction over any disputes, subject to appeal to the Swiss Federal Supreme Court. For international clients, disputes may alternatively be resolved through arbitration under SCAI Rules, with the seat of arbitration in Geneva, Switzerland.

15.1 Entire Agreement

These Terms, together with any Engagement Agreement and referenced documents, constitute the entire agreement between the parties and supersede all prior communications and proposals.

15.2 Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued engagement after changes constitute acceptance of the revised Terms.

15.3 Assignment

The client may not assign rights or obligations under these Terms or any Engagement Agreement without our prior written consent. We may assign our rights to receive payment.

15.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to achieve the intended economic effect to the extent permitted by law.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.6 Language

These Terms are drafted in English. If translated, the English version prevails in case of any discrepancy.

15.7 Notices

All notices required or permitted under these Terms must be in writing and delivered by email (with written acknowledgment of receipt) or by registered post to the address specified in the relevant Engagement Agreement or, for FREMA, to contact@fremaconsulting.ch. Notices by email are effective upon written acknowledgment of receipt; notices by registered post are effective three business days after dispatch.

17.1 Legal Entity

17.2 Website Hosting

This website is hosted by Vercel Inc., 340 S Lemon Ave #4133, Walnut, CA 91789, USA.

17.3 VAT Status

As of the date of these Terms, FREMA is not registered for Swiss VAT; annual turnover does not exceed the CHF 100,000 threshold under Art. 10 LTVA. See Section 5.2 for invoicing details.