GENERAL TERMS AND CONDITIONS
FruitfulAI AG (FFAI)
These General Terms and Conditions ("T&Cs") apply to all quotations, orders, and services provided by FruitfulAI AG ("FFAI"), including hardware supply, software services, and custom development. By placing an order or accepting a quotation, the Client agrees to these T&Cs.
1. Scope and Precedence
1.1 These T&Cs apply to all contractual relationships between FFAI and the Client. Any deviating terms of the Client are excluded unless expressly accepted by FFAI in writing.
1.2 In the event of a separate written agreement between FFAI and the Client (e.g., a Platform Licence Agreement or Project Contract), such agreement shall take precedence over these T&Cs to the extent of any conflict.
1.3 "Hardware" means cameras, computing devices, lighting, sensors, cables, and other physical equipment. "Software Services" means configuration, integration, custom development, and related work. "Platform" means FFAI's edge and cloud software infrastructure. "Deliverables" means all work product created by FFAI.
2. Orders and Contract Formation
2.1 Quotations are valid for 30 days unless otherwise stated. Prices are subject to change based on supplier pricing and availability.
2.2 A contract is formed upon FFAI's written order confirmation. Orders may not be cancelled or modified after confirmation without FFAI's written consent.
2.3 Cancellation after order confirmation: The Client shall pay a cancellation fee of 10% of the order value, plus any costs already incurred by FFAI or charged by suppliers.
3. Hardware Supply
3.1 Resale: FFAI acts as a reseller of third-party hardware. All Hardware is sourced from OEMs and authorized distributors. FFAI does not manufacture Hardware.
3.2 Warranty: All Hardware warranties are provided solely by the original manufacturer (OEM). FFAI passes through the OEM warranty to the Client but provides no independent warranty. FFAI will coordinate warranty claims on a best-effort basis; the OEM's determination is final.
3.3 Delivery: Unless otherwise agreed, delivery is Ex Works (EXW) FFAI's premises. The Client arranges and pays for shipping. If FFAI arranges shipping at the Client's request, shipping costs will be invoiced separately. Risk passes to the Client upon handover to the carrier.
3.4 Inspection: The Client must inspect Hardware upon receipt and report any damage, shortages, or discrepancies in writing within 10 days. Failure to report within this period constitutes acceptance.
3.5 Retention of Title: Hardware remains FFAI's property until paid in full. The Client shall keep unpaid Hardware identifiable and segregated. Upon payment default, FFAI may demand immediate return of unpaid Hardware at the Client's expense.
3.6 Returns: Returns require prior written authorization (RMA) from FFAI. Authorized returns must be shipped within 30 days at the Client's expense. Non-defective returns may be subject to a restocking fee of up to 20%.
4. Software Services and Intellectual Property
4.1 Ownership: All Deliverables, including custom development work, are and remain the exclusive property of FFAI, regardless of whether the Client paid for the development. This includes all software, source code, algorithms, AI models, configurations, and documentation.
4.2 Licence to Client: Upon full payment, FFAI grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables for the Client's internal business purposes. This licence is contingent upon maintaining a valid Platform licence where applicable.
4.3 Platform Dependency: Custom development and Software Services are designed exclusively for deployment on the FFAI Platform. Use of the Platform requires a separate Platform Licence Agreement between FFAI and the Client; these T&Cs do not grant any right to access or use the Platform. The Client's right to use Deliverables is contingent upon maintaining a valid Platform licence. Deliverables cannot be extracted, exported, or operated independently of the FFAI Platform.
4.4 Restrictions: The Client shall not: (a) copy, reproduce, or distribute the Deliverables; (b) modify, adapt, or create derivative works; (c) reverse engineer, decompile, or attempt to derive source code; (d) sublicence, sell, lease, or transfer access to third parties; (e) use Deliverables to develop competing products; (f) remove proprietary notices or labels.
4.5 FFAI's Rights: FFAI retains all rights to use, modify, and incorporate Deliverables into its Platform, offer similar functionality to other clients, and use techniques and know-how developed during engagements.
4.6 Unauthorized Use: Unauthorized use constitutes material breach. FFAI may immediately terminate all licences, require destruction of copies, and pursue damages including lost profits and attorney's fees.
5. Payment
5.1 Hardware: Payment is due within 30 days of shipment, unless otherwise specified in the quotation.
5.2 Software Services: Payment is due in advance upon order confirmation, unless otherwise specified in the quotation.
5.3 Currency: As specified in the quotation or invoice. All amounts exclude VAT and other applicable taxes, which are the Client's responsibility.
5.4 Late Payment: Overdue amounts bear interest at 1.5% per month. FFAI may suspend deliveries, services, and Platform access until payment is received. The Client remains liable for all fees during suspension.
5.5 No Set-Off: The Client may not withhold or offset payments due to disputes or counterclaims without FFAI's written consent.
6. Warranty and Limitation of Liability
6.1 Software "As Is": Software Services and Deliverables are provided "as is" and "as available". FFAI does not warrant error-free operation, 100% detection accuracy, or fitness for a particular purpose. AI-based systems are probabilistic and may produce false positives or negatives.
6.2 Hardware: FFAI's sole obligation for Hardware is to facilitate OEM warranty claims. FFAI provides no independent warranty.
6.3 Liability Cap: FFAI's total liability under any order shall not exceed the fees actually paid by the Client for that specific order.
6.4 Exclusions: FFAI shall not be liable for indirect, incidental, consequential, or special damages, including lost profits, production losses, data loss, or business interruption, even if advised of the possibility. FFAI is not liable for Force Majeure events including supply shortages, pandemics, government actions, or cyber-attacks.
7. Confidentiality
7.1 Each party shall keep confidential all non-public information received from the other party. The Client shall not disclose information about FFAI's technology, pricing, or business terms to third parties, particularly competitors.
7.2 Confidentiality obligations survive termination indefinitely.
8. Termination
8.1 Termination for Breach: FFAI may terminate any order or licence immediately upon written notice if the Client: (a) fails to pay amounts due within 15 days of written reminder; (b) breaches Sections 4 (IP) or 7 (Confidentiality); (c) becomes insolvent or enters bankruptcy proceedings.
8.2 Effect of Termination: Upon termination, the Client shall immediately cease use of all Deliverables and Platform access, return or destroy all FFAI materials, and pay all outstanding amounts. FFAI's IP rights and the Client's payment obligations survive termination.
8.3 No Refunds: Fees paid are non-refundable except as expressly provided in a separate agreement.
9. General Provisions
9.1 Governing Law: These T&Cs are governed by Swiss law, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
9.2 Jurisdiction: The ordinary courts of Zürich, Switzerland have exclusive jurisdiction.
9.3 Assignment: The Client may not assign rights or obligations without FFAI's written consent.
9.4 Severability: If any provision is unenforceable, the remaining provisions remain in effect.
9.5 Amendments: FFAI may update these T&Cs. The version in effect at order confirmation applies to that order.
9.6 Entire Agreement: These T&Cs, together with the applicable quotation and any separate written agreement, constitute the entire agreement between the parties.
FruitfulAI AG | Höhenstrasse 11, 8954 Geroldswil, Switzerland | support@fruitful.ag
Version: January 2025