1. Who we are
This website is operated by Fractalon LLC ("Fractalon", "we", "us"), a limited liability company registered in New Mexico, United States, with its registered office at 407 Lincoln Rd, Ste 708, Miami Beach, Florida 33139, United States. You can reach us at info@fractalon.tech.
2. What these terms cover
These Terms of Service govern your use of this website and, where no separate signed agreement exists, the provision of our services. By using this website you accept these terms.
Where a signed services agreement exists between us, that agreement takes precedence over these terms for everything it addresses. These terms fill the gaps it does not cover.
3. Our services
Fractalon provides professional services and, from time to time, software products: custom software and application development, artificial-intelligence tooling and automation, technical training and workshops, and technical consulting.
Our professional services — development, consulting and client training — are offered to businesses, organisations, and individuals acting in a professional or business capacity, including sole traders and self-employed professionals. They are not offered to consumers acting outside a trade or profession, and these terms do not create consumer rights in respect of those services.
Community and course subscriptions. Separately from those professional services, we offer a paid online community and its course material as a subscription for individuals, hosted on a third-party platform. That subscription is open to consumers. Section 16 sets out the additional rights that apply where you subscribe as a consumer, and your use of the hosting platform is also governed by that platform's own terms.
Products sold through a third party. Where a Fractalon software product is distributed through a third-party marketplace, store or platform, that platform is the seller to the end user and its own terms govern that purchase. These terms govern our relationship with you in respect of the services described above.
Descriptions of services on this website are for information only and do not constitute an offer. Nothing on this website is a warranty, guarantee of outcome, or professional advice on which you should act without engaging us.
4. Proposals and acceptance
Work is performed under a written proposal or statement of work setting out the scope, deliverables, price and timeline. A proposal becomes binding only when accepted in writing by both parties. Proposals remain open for the period stated in them, or thirty (30) days if no period is stated.
Changes to an agreed scope are quoted separately and take effect only when agreed in writing. We are not obliged to perform work outside an agreed scope.
5. Fees, invoicing and payment
- Fees are as stated in the accepted proposal, exclusive of any applicable taxes, duties or bank charges, which are payable by the client.
- Invoices are issued in USD or EUR and are payable by the method stated on the invoice.
- Unless the proposal states otherwise, a project begins with a deposit — 50% on signature and the balance on delivery. The deposit invoice is payable on receipt, and work does not start until the deposit has been received.
- The balance is invoiced on delivery and payable within 15 days of that invoice date, unless the proposal states otherwise. Larger projects are billed against the delivery milestones set out in the proposal, each milestone invoice carrying the same terms.
- Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by applicable law, and we may suspend work on written notice until payment is received.
Cancellation and refund conditions are set out in our Refunds & Cancellation policy, which forms part of these terms.
6. Client responsibilities
You agree to:
- provide the access, information, content and decisions we reasonably need, within the timeframes agreed;
- nominate a person authorised to approve deliverables and decisions on your behalf;
- hold the necessary rights to any material, data or credentials you provide to us; and
- comply with the terms of any third-party service used in the engagement.
Delays caused by outstanding client input may shift agreed dates. Where such delay materially increases our cost, we may adjust fees on written notice.
7. Intellectual property
Deliverables. Upon receipt of all sums due, we assign to you all right, title and interest in the deliverables created specifically for you under the engagement, unless the proposal states otherwise.
Pre-existing and background material. We retain ownership of tools, libraries, frameworks, know-how and generic components existing before the engagement or developed independently of it. Where such material is incorporated into a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and distribute it as part of that deliverable.
Third-party and open-source components. Deliverables may include third-party or open-source components licensed under their own terms. We will identify material components and their licences, and your use of them is governed by those licences.
Client material. You retain all rights in material, data and content you provide. You grant us a limited licence to use it solely to perform the services.
Website content. The content, design, code and marks on this website are owned by Fractalon or its licensors and may not be reproduced or used commercially without written permission.
8. Confidentiality
Each party shall keep confidential all non-public information received from the other, use it only for the purposes of the engagement, and protect it with no less care than it applies to its own confidential information. This obligation does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or court order. It survives termination.
We will not name you as a client, or describe your systems publicly, without your prior written permission.
9. Third-party services
Engagements often involve third-party platforms, hosting providers, model providers and APIs. Those services are governed by their own terms and pricing, are not under our control, and we are not responsible for their availability, changes or discontinuation. Where practicable, third-party accounts are established in your name.
10. Warranties and disclaimers
We warrant that the services will be performed with reasonable skill and care by suitably qualified personnel, and that deliverables will conform in material respects to the agreed specification for thirty (30) days after delivery. Your exclusive remedy for a breach of this warranty is that we re-perform or correct the affected work at no additional charge.
Except as expressly stated, and to the fullest extent permitted by law, the services, the deliverables and this website are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that software will be uninterrupted or error-free.
Artificial intelligence. Systems built on machine-learning models are probabilistic. Their outputs can be inaccurate, incomplete or unsuitable for a given purpose. We design for this and document the failure modes we identify, but we do not warrant the accuracy of model output, and you remain responsible for reviewing outputs before relying on them for any material decision.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data, goodwill or anticipated savings, however arising.
Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under that engagement in the twelve (12) months preceding the event giving rise to the claim.
Nothing in these terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law.
12. Term, suspension and termination
Either party may terminate an engagement on thirty (30) days' written notice, or immediately if the other party commits a material breach that remains uncured fifteen (15) days after written notice, or becomes insolvent.
On termination you shall pay for all services performed and expenses incurred up to the termination date. Sections concerning intellectual property, confidentiality, liability and governing law survive termination.
13. Data protection
Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf in the course of an engagement, we do so under your instructions and, where required, under a separate data processing agreement.
14. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemic, failure of utilities or telecommunications, and the failure or discontinuation of third-party platforms on which the services depend.
15. General
Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture or employment relationship.
Assignment. Neither party may assign an engagement without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets.
Entire agreement. The accepted proposal together with these terms constitutes the entire agreement between the parties on its subject matter and supersedes prior discussions.
Severability. If any provision is held unenforceable, the remainder continues in force.
16. Consumers: community and course subscriptions
This section applies only where you buy a community or course subscription from us as a consumer — that is, as an individual acting outside your trade, business or profession. Where it conflicts with anything else in these terms, this section prevails. Nothing in these terms removes a right you have under the mandatory consumer law of the country you live in.
- What you are buying. Access to an online community and its course material for as long as your subscription is active. It renews automatically each billing period until you cancel.
- Price and payment. The price, the billing period and what is included are shown before you complete the purchase. Payment is taken by the platform hosting the community.
- Cancelling. You may cancel at any time, effective at the end of the billing period you have already paid for. There is no cancellation fee.
- 14-day right of withdrawal. If you live in the European Union or the United Kingdom, you may withdraw within 14 days of subscribing without giving a reason, by telling us at info@fractalon.tech or by using any cancellation route the platform provides.
- When that right ends early. Access is immediate, so at checkout you are asked to expressly request that supply begin at once and to acknowledge that you lose the right of withdrawal once it has. If you were not asked, or supply has not begun, you receive a full refund within 14 days of telling us.
- Content that is faulty or not as described. You are entitled to have it brought into conformity, or to a reduction in price or a refund, as your consumer law provides.
- Complaints. Write to us first at info@fractalon.tech; we reply within one business day. If we cannot resolve it between us, you may refer the matter to the consumer dispute-resolution body competent where you live. We are not currently signed up to any particular alternative dispute-resolution scheme.
17. Governing law
These terms are governed by the laws of New Mexico, United States, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located there. The parties will attempt in good faith to resolve any dispute by negotiation before commencing proceedings.
If you contract with us as a consumer, this does not deprive you of the protection of the mandatory provisions of the law of the country you live in, and you may bring proceedings in your local courts where that law gives you that right.
18. Changes to these terms
We may update these terms from time to time. The version published on this page at the date an engagement is agreed applies to that engagement. The "last updated" date shows when this version took effect.
19. Contact
Questions about these terms should be sent to info@fractalon.tech, or in writing to Fractalon LLC, 407 Lincoln Rd, Ste 708, Miami Beach, Florida 33139, United States.