Terms of Service

1. Scope

These Terms of Service ("Terms") govern the provision of IT services by LeMi Digital Lab ("we", "us") to clients ("Client"). By engaging us or signing a proposal, the Client accepts these Terms.

Our services are directed exclusively at businesses and professionals (B2B). Consumer contracts are not concluded on this basis.

2. Services

We provide IT consulting, custom software development, cloud architecture (Azure), AI integration, infrastructure and DevOps, systems integration, and maintenance services, as described in the applicable project proposal.

The exact scope, milestones, deliverables and timeline are defined in a written proposal or statement of work ("SOW") agreed between the parties. Each SOW forms part of these Terms.

3. Proposals and contracts

A proposal becomes binding only when accepted in writing by both parties (email acceptance is sufficient). We reserve the right to withdraw a proposal at any time before acceptance.

If any provision of a SOW conflicts with these Terms, the SOW prevails for that engagement.

4. Fees and payment

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

• Fixed-price engagements are invoiced per milestone.
• Monthly retainers are invoiced at the start of each month.
• Time-and-materials engagements are invoiced monthly in arrears.
• Payment is due within 14 days of the invoice date.
• Late payments accrue interest at 8% p.a. above the ECB base rate.

All prices are exclusive of VAT unless stated otherwise. Where VAT applies, it will be added at the applicable rate.

5. Intellectual property

Upon receipt of full payment for a deliverable, we assign to the Client all intellectual property rights in that deliverable, including source code, to the extent that such rights can be assigned under applicable law.

We retain ownership of any pre-existing tools, libraries, frameworks or know-how ("Background IP") used in the delivery of services. We grant the Client a perpetual, non-exclusive, royalty-free licence to use Background IP incorporated into deliverables, solely to use those deliverables.

Open-source components used in deliverables remain subject to their respective licences. We will identify material open-source dependencies in the project documentation.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement ("Confidential Information") and to use it only for the purposes of the engagement.

This obligation survives termination of the engagement for a period of three (3) years. It does not apply to information that: (a) is or becomes publicly known without breach; (b) was already known to the receiving party; (c) is required to be disclosed by law or court order.

We will sign a separate NDA on request. Where the Client provides their own NDA template, we will review and sign it before work commences.

7. Warranties and client obligations

We warrant that services will be performed with reasonable skill and care by appropriately qualified personnel. We do not warrant that deliverables will be free of all defects, but we will remedy material defects reported within 30 days of delivery at no extra charge.

The Client agrees to: provide timely feedback and approvals; grant access to systems, documentation and personnel required for the engagement; and ensure that any third-party software or data provided to us does not infringe the rights of others.

8. Liability

To the maximum extent permitted by law, our total liability for any claim arising out of or in connection with an engagement is limited to the total fees paid by the Client for that engagement in the three months preceding the claim.

We are not liable for: indirect or consequential loss; loss of profits, revenue or data; or any claim arising from the Client's use of deliverables in a manner not authorised or not recommended by us.

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate an engagement for convenience with 30 days' written notice. The Client remains liable for fees for work completed up to the termination date and for any non-cancellable third-party costs incurred on the Client's behalf.

Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice.

10. Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them are governed by the laws of the Slovak Republic, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts of Košice, Slovakia.

For Clients based in Switzerland: where mandatory Swiss law applies, it will prevail to that extent. The parties may agree in the applicable SOW to substitute Swiss law and Swiss arbitration.

11. General

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force. A waiver of any breach does not constitute a waiver of future breaches. These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior discussions, unless a signed SOW or NDA provides otherwise.