Terms of Service

1. Scope and Applicability

Software Foundry Sàgl ("Software Foundry," "we," "us") provides principal-led software architecture consulting services to business clients ("Client").

These Terms govern all services provided by us. In the event of a conflict between these Terms and a specific Statement of Work (SOW) signed by both parties, the SOW shall prevail.

2. Engagement Structure

We offer three primary engagement models:

• The Architectural Blueprint: Fixed-scope strategic planning.
• The Platform Rescue Mission: Time-bound intervention for at-risk systems.
• The Fractional Principal: Ongoing architectural oversight on a retainer basis.

3. Fees and Payment

Fees are specified in the applicable SOW. Unless otherwise agreed in writing:

• Invoices are issued monthly or upon milestone completion.
• Payment is due within 30 days of the invoice date (net 30).
• All prices are in Swiss Francs (CHF) and exclusive of VAT (if applicable).

Late payments may incur default interest at a rate of 5% per annum (Art. 104 CO), or higher if agreed in the SOW. We reserve the right to suspend services for accounts overdue by more than 30 days.

4. Intellectual Property Rights

Upon full payment of all fees, the specific deliverables described in the SOW ("Work Product") become the exclusive property of the Client.

Retained Rights: Software Foundry retains all rights to its background intellectual property, including generalized methodologies, code libraries, frameworks, and know-how developed prior to or during the engagement, provided they do not contain Client Confidential Information.

5. Confidentiality

Both parties agree to treat all non-public information received from the other party as strictly confidential. This obligation survives the termination of the engagement.

6. Warranties & Liability

Software Foundry performs services with due professional care. However, given the complexity of software architecture, we do not guarantee specific business outcomes or error-free software unless explicitly stated in the SOW.

Limitation of Liability: To the maximum extent permitted by Swiss law (Art. 100 CO), Software Foundry’s liability for any damages arising from the services is limited to the total fees paid by the Client under the relevant SOW. Liability for indirect damages, lost profits, or data loss is excluded to the extent legally permissible.

7. Termination

Unless otherwise specified in an SOW (e.g., for fixed-term projects):

• Either party may terminate the engagement with 30 days' written notice to the end of a month.
• The Client remains liable for all work performed and expenses incurred up to the effective date of termination.

Immediate termination for cause is reserved for material breaches of contract.

8. Final Provisions

Severability: If any provision of these Terms is held to be invalid or unenforceable, the validity of the remaining provisions shall not be affected.

Amendments: We may update these Terms from time to time. The version active at the time of signing an SOW applies to that engagement.

9. Governing Law & Jurisdiction

These Terms and all contractual relationships are governed by Swiss substantive law, excluding the conflict of laws provisions and the UN Sales Convention (CISG).

The exclusive place of jurisdiction for all disputes is Lugano, Switzerland.

10. Contact

For legal inquiries regarding these Terms:
Email: legal@softwarefoundry.ch