Contractual Terms
Proposal for Two & Eight · Cold Outbound Campaigns
01Purpose
LUNIFAI provides automation, integration, AI and low-code/no-code development services. The detail of the deliverables is set out in the commercial proposal.
02Obligations
LUNIFAI undertakes to deploy the means necessary for the proper execution of the engagement and to promptly inform the Client of any blocker. The Client provides the necessary materials, validates the deliverables within the agreed deadlines, and pays the sums due according to the agreed terms.
03Liability
LUNIFAI acts as an integrator of third-party solutions. It is not responsible for the bugs or limitations of those tools. Its liability is limited to a best-efforts obligation, excluding gross negligence. Commercial conclusion of any opportunity generated rests exclusively with the Client.
04Payment
The monthly fee and schedule are set out in this proposal. The stated rate applies to the first three months, which constitute the minimum commitment period. Payment term: 14 days after invoicing. Software and API costs sit outside this fee and are billed to the Client directly by each provider, typically £200 to £400 per month depending on sending volume, with no margin taken by LUNIFAI. No meeting volume is guaranteed and no financial refund is provided. Any payment made is firm and non-refundable, except for cancellation attributable to LUNIFAI.
05Termination
During the three month minimum commitment period, in the event of unjustified cancellation by the Client after signature: payment for services already rendered, plus a fixed indemnity of 30% of the remaining amount due over the commitment period. From the fourth month, either party may terminate with 30 calendar days' notice, without penalty or indemnity.
06Ownership
Deliverables are granted to the Client for exclusive use after payment. LUNIFAI retains its methods, tools, and technical structures.
07Confidentiality
A complete clause is set out in this proposal. The commitments remain valid for 5 years after the end of the project.
08Applicable Law
This agreement is governed by Swiss law. Exclusive jurisdiction: courts of the Canton of Geneva.
Confidentiality Clause
In the course of performing this contract, the Parties acknowledge that confidential information may be exchanged, in particular of a commercial, technical, financial, strategic, organizational nature or relating to know-how.
01Definition
Confidential information means all information, of any nature whatsoever, communicated in writing, orally, or by any other means, identified as confidential or whose confidential character reasonably flows from its nature or from the circumstances of its disclosure. This includes in particular: client data, internal documents, source code, software architectures, processes, mockups, databases, as well as any information relating to the activities, projects, or working methods of either Party.
02Obligation of the Parties
Each Party undertakes to: not disclose the confidential information to third parties without the prior written agreement of the other Party; use the confidential information solely for the purposes of performing this contract; take all necessary measures to ensure the protection and confidentiality of said information, at least equivalent to those it applies to its own sensitive information.
03Exclusions
The obligations under this clause do not apply to information: that has fallen into the public domain without breach by the receiving Party; already known to the receiving Party before its disclosure by the other Party; whose disclosure is required by law or by a competent judicial or regulatory authority (subject to informing the other Party beforehand to the extent permitted by law).
04Duration
The confidentiality obligations under this clause shall remain in force for a period of five (5) years from the signing of this contract, including in the event of termination or non-execution of the project.
05Applicable Law and Jurisdiction
This clause is governed by Swiss law. Any dispute relating to the interpretation or performance of this clause shall be submitted to the exclusive jurisdiction of the courts of the Canton of Geneva, subject to a prior amicable settlement between the Parties.
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