These terms describe how MDSolutions usually engages on software-engineering work. They are practical project terms, not a substitute for a signed master services agreement.
These terms apply to discovery, consulting, architecture, implementation, modernization, API integration, operations, and related software-delivery services provided by MDSolutions.
Project-specific proposals, statements of work, or written change confirmations take precedence where they differ from these baseline terms.
Quotes, estimates, and roadmap suggestions are non-binding until confirmed in writing. Work starts once scope, pricing model, and start conditions are accepted by both sides.
Unless explicitly agreed otherwise, timelines are planning assumptions based on the information available at the time of estimation.
Delivery may happen in phases, milestones, or continuous iterations. Reviews and approvals should happen promptly so the work can continue without artificial delay.
If the client uses delivered work productively or does not raise material objections within a reasonable review window, the relevant increment is considered accepted.
The client provides timely access to systems, repositories, stakeholders, credentials, content, and decision-makers needed to perform the work safely and efficiently.
Delays caused by missing access, blocked dependencies, or late feedback can move delivery dates and may require replanning.
Software projects evolve. Material scope changes, new requirements, or major revisions may affect price, sequence, or delivery dates.
MDSolutions may pause or re-estimate work if new information materially changes the original assumptions.
Fees follow the agreed proposal, retainer, milestone plan, or time-based arrangement. Invoices are payable within the agreed term, or within 14 days if no other term was agreed.
Unless explicitly stated otherwise, taxes, third-party licenses, infrastructure costs, and reimbursable expenses are billed separately where applicable.
Upon full payment, the client receives the rights expressly granted in the relevant agreement for the project deliverables created for that engagement.
MDSolutions retains ownership of pre-existing know-how, internal tools, templates, libraries, deployment patterns, and general methods used to perform the work.
MDSolutions provides the work with reasonable professional care, but software cannot be guaranteed to be entirely error-free or uninterrupted in every environment.
Unless mandatory law requires otherwise, liability is limited to foreseeable direct damages and capped at the fees paid for the affected work package during the relevant claim period. Liability for indirect or consequential loss, lost profit, and third-party claims is excluded to the maximum extent permitted by law.
Either side may terminate ongoing work for cause if the other side materially breaches the agreement and does not cure the issue within a reasonable period after written notice.
On termination, all services delivered up to the termination date and all committed third-party costs remain payable.
Swiss substantive law applies, excluding conflict-of-law provisions. The competent courts at the business location of MDSolutions apply unless mandatory law provides otherwise.
If a clause is unenforceable, the remaining terms stay in force to the extent legally possible.
