Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the Farsight Systems website at farsightsystem.com (the “Website”) and the services provided by Farsight Systems (“Farsight,” “we,” “us,” or “our”). By accessing the Website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our Website or services.

1. Definitions

• “Agreement” means these Terms of Use together with any applicable Statement of Work or Project Proposal.
• “Client” means the individual or entity that engages Farsight for Services.
• “Deliverables” means the work product, code, designs, documentation, and other materials specifically identified in a Project Proposal.
• “Project Proposal” means a separate written document (e.g., Statement of Work, Proposal, or Quotation) that defines the scope, timeline, deliverables, and fees for a specific engagement.
• “Services” means custom web development, AI application development, cloud deployment, consulting, and related professional services provided by Farsight.
• “Website” means farsightsystem.com and all associated pages.

2. Services & Project Proposals

Farsight provides custom web development, AI application development, and cloud deployment services. Each engagement is governed by a separate Project Proposal that defines the scope, timeline, deliverables, fees, and any specific terms applicable to that project. In the event of a conflict between these Terms and a Project Proposal, the Project Proposal prevails.

No engagement is binding until both parties have signed a Project Proposal. Any changes to scope, timeline, or budget must be agreed in writing through a change order or amended Project Proposal.

3. Eligibility

You represent that you are at least 18 years of age and have the legal authority to enter into these Terms. If you are accepting on behalf of an entity, you represent that you have the authority to bind that entity. You may not use our Services if applicable law prohibits you from doing so.

4. Intellectual Property

4.1 Deliverables

Upon full payment for Services under a Project Proposal, Farsight assigns to the Client all right, title, and interest in and to the custom-developed Deliverables. This assignment excludes any pre-existing tools, libraries, frameworks, and methodologies owned by Farsight (see Section 4.2).

4.2 Pre-Existing Materials

Farsight retains all intellectual property rights in its pre-existing tools, code libraries, frameworks, templates, methodologies, and know-how (“Pre-Existing Materials”). To the extent any Pre-Existing Materials are incorporated into Deliverables, Farsight grants the Client a perpetual, non-exclusive, royalty-free license to use them as part of the Deliverables.

4.3 Portfolio

Farsight retains the right to display completed work in its portfolio, case studies, and promotional materials unless the Client and Farsight agree otherwise in writing (e.g., a mutual non-disclosure agreement covering the project itself).

4.4 Third-Party Assets

Deliverables may incorporate third-party assets (e.g., open-source libraries, stock images, fonts) that are subject to their own license terms. Farsight will use commercially reasonable efforts to select assets with licenses compatible with the Client's intended use and will identify material third-party assets in the Deliverables.

5. Fees & Payment

All fees are specified in the applicable Project Proposal. Payments are processed via bank transfer or Wise in USD or EUR.

• Milestone Payments. Our standard structure is 30% upfront, 40% on delivery of key milestones, and 30% upon final acceptance. Alternative structures may be agreed in the Project Proposal.
• Taxes. All fees are exclusive of applicable taxes (e.g., VAT, USt). The Client is responsible for any taxes not required to be collected by Farsight.
• Late Payment. Invoices not paid within the agreed term may accrue interest at the statutory rate permitted by German law (§ 288 BGB). Farsight may suspend work on current and future projects until outstanding invoices are paid.
• Expenses. Reasonable out-of-pocket expenses (e.g., third-party licenses, hosting fees, travel) will be billed to the Client unless otherwise agreed in the Project Proposal.

6. Confidentiality

Each party (“Receiving Party”) agrees to hold the other party’s (“Disclosing Party”) confidential information in strict confidence and not to disclose it to any third party except as necessary to perform the Services. Confidential information includes project details, business data, source code, trade secrets, and any information clearly marked as confidential or that a reasonable person would understand to be confidential.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law.

Farsight signs NDAs upon request. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

7. Subcontractors

Farsight may engage subcontractors to perform portions of the Services. Farsight remains responsible for the work of its subcontractors and will ensure they are bound by confidentiality and data protection obligations consistent with these Terms.

8. Acceptance & Rejection of Deliverables

Upon delivery, the Client has a review period of fourteen (14) calendar days (or as specified in the Project Proposal) to evaluate Deliverables and provide written notice of any failure to conform to the agreed specifications (“Defects”). Farsight will use reasonable efforts to correct verifiable Defects within a commercially reasonable time. If no Defect notice is received within the review period, Deliverables are deemed accepted.

9. Support & Maintenance

Post-launch support and maintenance are not included in project fees unless expressly stated in the Project Proposal. Farsight offers separate support and maintenance agreements (e.g., monthly retainer, hourly rates) that cover bug fixes, security updates, and minor enhancements. Without a support agreement, Farsight has no obligation to provide updates, patches, or ongoing maintenance after final acceptance.

10. Website Use

By using our Website, you agree not to:

• Use the Website for any unlawful purpose or in violation of applicable laws
• Attempt to gain unauthorized access to our systems, servers, or networks
• Interfere with the Website's operation, including via denial-of-service attacks or malicious code
• Scrape, crawl, or extract data from the Website without our prior written consent
• Impersonate any person or entity or falsely state your affiliation

11. Warranties & Disclaimer

Farsight warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards, and that Deliverables will substantially conform to the specifications in the applicable Project Proposal for ninety (90) days following acceptance.

Disclaimer. Except as expressly stated in this section, the Services, Deliverables, and Website are provided “as is” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. Farsight does not warrant that the Website or Deliverables will meet all of the Client’s specific business requirements, operate without interruption, or be error-free.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Farsight shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to these Terms, the Services, or the Website, even if advised of the possibility of such damages.

Farsight’s total liability arising from or related to these Terms, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client for the specific project giving rise to the claim. This limitation does not apply to liability for death or personal injury, fraud, gross negligence, or willful misconduct, or any liability that cannot be excluded or limited under German law (§ 309 BGB).

13. Indemnification

13.1 Client Indemnity. The Client agrees to indemnify and hold Farsight harmless from any claims, damages, or expenses arising from: (a) the Client’s breach of these Terms; (b) the Client’s use of Deliverables in violation of applicable law; or (c) content, data, or materials provided by the Client that infringe third-party rights.

13.2 Farsight Indemnity. Farsight agrees to indemnify the Client against claims that the Deliverables infringe a third party’s intellectual property rights, provided the Client promptly notifies Farsight of the claim and cooperates in the defense. If an infringement claim is likely, Farsight may, at its option: (a) modify the Deliverables to avoid infringement; (b) obtain a license for continued use; or (c) refund fees paid for the infringing Deliverables.

14. Termination

14.1 Termination for Convenience. Either party may terminate a Project Proposal with thirty (30) days’ written notice. In such event, the Client will pay for all Services rendered and reasonable expenses incurred up to the termination date.

14.2 Termination for Cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice.

14.3 Effect of Termination. Upon termination, the Client will pay all amounts due for work completed. Sections 4 (Intellectual Property), 6 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law) survive termination.

15. Force Majeure

Neither party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemics, government actions, power outages, internet disruptions, or supplier failures. The affected party will provide prompt notice and use reasonable efforts to resume performance as soon as practicable.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods (CISG).

Any disputes arising from these Terms shall be resolved amicably through negotiation. If the dispute cannot be resolved within thirty (30) days, the exclusive place of jurisdiction is Berlin, Germany. Farsight retains the right to seek injunctive relief in any competent court.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. Changes are effective upon posting to the Website. Material changes will be communicated via email (if we have your contact information) or through a notice on the Website. Continued use of the Website or Services after changes take effect constitutes acceptance of the new Terms.

18. General Provisions

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Entire Agreement. These Terms, together with any Project Proposal, constitute the entire agreement between the parties and supersede all prior agreements, whether written or oral.

No Waiver. Failure to enforce any provision does not constitute a waiver of that provision.

No Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that Farsight may assign to a successor in a merger or acquisition.

Electronic Communications. By using the Website or engaging our Services, you consent to receive electronic communications from us (e.g., email, notices on the Website). You agree that such communications satisfy any legal requirement that communications be in writing.

19. Privacy

Our Privacy Policy, available at farsightsystem.com/privacy, explains how we collect, use, and protect your personal data. By using our Services, you agree to the practices described in the Privacy Policy.

20. Contact

For questions about these Terms, please contact us:

Email: farsightsystems@gmail.com
Address: Hardenbergstraße 11, 10623 Berlin, Germany