TERMS & CONDITIONS

Effective date: 20.08.2025
Last updated: 20.08.2025

Legal owner: Irina Char, trading as InnoLoom Solutions (sole proprietorship, Switzerland).
Contact: hello@innoloomsolutions.com

1. How these terms work.

These Terms govern your use of our website and any project we deliver. When you approve a proposal, sign a statement of work (SOW), or otherwise instruct us to begin, you accept these Terms. If there is a conflict between a proposal/SOW and these Terms, the proposal/SOW prevails for that project only.

2. What we deliver.

We design and build digital learning solutions—strategy, content, localization, motion, and production—exactly as set out in your proposal or SOW (the Scope). The Scope defines deliverables, formats, acceptance criteria, milestones, and fees. Anything not expressly listed is out of scope.

3. Your role.

You’ll provide timely access to stakeholders, content, tooling, and approvals. Unless otherwise stated, written feedback is due within five (5) business days of our request. If feedback is late, milestones may shift and additional charges may apply.

4. Schedule and changes.

We plan dates in good faith. If the Scope changes, if approvals or inputs are late, or if third-party dependencies slip, we’ll re-baseline the timeline. We’ll always tell you about impacts before proceeding.

5. Fees, invoicing, and expenses.

• Fees & currency. Fees and currency are set out in the proposal/SOW. All amounts are exclusive of taxes. Bank transfer fees and platform charges (e.g., vendor portals) are borne by the client.

• Default payment term. Invoices are Net 30 from the invoice date unless your procurement policy requires longer terms and we confirm them in the SOW. We routinely support Net 45 and Net 60 for public sector or large enterprises.

• Deposits / retainers.

  • For fixed-scope work we typically invoice 40% on signature, 40% at beta/first delivery, 20% at final acceptance (or another split defined in the SOW).

  • For ongoing/Agile work we invoice a monthly retainer in advance.

• Purchase orders & portals. If your process requires a PO or e-invoicing portal, please provide credentials before project start. We’ll reference your PO on all invoices.

• Grace period & late fees. We allow a 5 business-day grace period after the due date. After that, overdue balances may accrue interest at 1.0% per month (or the lawful maximum, if lower).

• Suspension for non-payment. If any invoice remains unpaid 15 business days past its due date, we may pause work and shift milestones until payment is received. Ownership/licensing of deliverables transfers only after full payment.

• Expenses. Pre-approved out-of-pocket expenses (e.g., stock assets, type licenses, studio time, voice talent, travel) are billed at cost.

• Early-payment option (optional). If paid within 10 days of invoice date, we may apply a 2% discount (when stated in the SOW).

6. Revisions.

Unless your SOW says differently, deliverables include two (2) review cycles per major item. Additional revisions, new features, or rework caused by new information are charged at our day/hourly rates with your approval.

7. Acceptance.

A deliverable is accepted when it meets the agreed criteria, or—if no criteria are defined—when it substantially conforms to the approved prototype or spec. If you don’t respond within five (5) business days of delivery, the item is deemed accepted and we’ll move to the next milestone.

8. Intellectual property.

We retain ownership of our pre-existing IP, design systems, code, templates, frameworks, and know-how, including anything we create that is not unique to your project.

When the project is fully paid, you receive a non-exclusive, perpetual license to use the final deliverables for your internal and external purposes as defined in the Scope. You may not resell, sublicense, or create competing template products from our work without written permission.

Third-party assets (fonts, stock, software, AI models, audio libraries, LMS plugins) are governed by their own licenses. Where those licenses require you to hold your own seat or subscription, you agree to purchase and maintain it.

9. AI-assisted production.

We may use responsible AI tools for ideation, editing, voice synthesis, or asset generation, under human direction and quality control. We will not knowingly include content that infringes third-party rights. If your policies prohibit specific AI use, tell us before we begin and we’ll accommodate where feasible or adjust the Scope.

10. Confidentiality.

Each party will keep confidential information received from the other party confidential and use it only to perform the project. This duty survives termination.

11. Data protection.

We act as Data Controller for this website and our business operations under the Swiss FADP and, where applicable, the EU/EEA/UK GDPR. If we process personal data on your behalf (e.g., content hosted in your LMS), we will do so as Processor under a separate data-processing agreement (DPA), if required. See our Privacy Policy for details.

12. Warranties and disclaimers.

We warrant that our work will be performed with reasonable skill and care. Except as expressly stated, we provide no other warranties (express or implied), including fitness for a particular purpose. You are responsible for the legal and regulatory compliance of your content, claims, and training policies.

13. Limitation of liability.

To the fullest extent permitted by law, our total liability arising out of or related to a project is limited to the fees you paid to us for that project. We are not liable for indirect, incidental, special, punitive, or consequential losses; loss of profit or revenue; loss of data; or business interruption.

14. Indemnity.

You agree to defend and indemnify us against claims arising from: (a) your content or data; (b) your misuse of the deliverables; or (c) your breach of these Terms.

15. Termination.

Either party may terminate a project for convenience on seven (7) days’ written notice. You will pay for all work completed to date, any committed third-party costs, and (if applicable) a reasonable cancellation fee to cover reserved time that cannot be rebooked. Either party may terminate immediately for material breach that remains uncured for ten (10) business days after written notice.

16. Non-solicitation.

For twelve (12) months after a project ends, you agree not to directly hire or solicit our contractors or subcontractors who worked on your project, except with our written consent.

17. Publicity and portfolio.

Unless your security policy forbids it, we may reference your company name and logo as a client and display non-confidential work outcomes in our portfolio and case studies. If you need a blackout period, tell us in writing and we’ll respect it.

18. Force majeure.

Neither party is liable for delays or failures caused by events beyond reasonable control (for example: internet outages, platform downtime, epidemic, lock-downs, war, or natural disasters). Timelines will be adjusted accordingly.

19. Governing law and venue.

These Terms are governed by the laws of Switzerland, without regard to conflict-of-law rules. The exclusive place of jurisdiction is Vaud, Switzerland]. We prefer to resolve issues amicably—please contact us first.

20. Changes to these Termes.

We may update these Terms from time to time. The version in effect when you accept a proposal or SOW applies to that project. Material changes posted on our website apply prospectively.

Questions?
Write to hello@innoloomsolutions.com. We’re happy to clarify anything before we start.