1. Services & Precedence
Axynoxia provides custom software engineering, enterprise systems integration, e-invoicing readiness, and cloud infrastructure services. All services are delivered under a signed Master Services Agreement (MSA) and Statement of Work (SOW) or Devis Signé agreed upon before work begins. In case of conflict between contract documents, the order of precedence is: (1) Data Processing Addendum (DPA), (2) signed SOW / Devis, (3) Care Plan / Maintenance Agreement, and (4) Master Services Agreement.
2. Engagements, Currency & Payment
Engagements are priced on a fixed-scope, milestone-based basis as specified in the applicable SOW (in EUR HT for international engagements or TND HT for Tunisian domestic engagements). Project kickoff and delivery timelines begin upon cleared receipt of the opening milestone deposit. Overdue invoices accrue late payment interest at 1.5% per month (plus a fixed 40 EUR / 120 TND recovery indemnity) and may result in service suspension after 7 calendar days' written notice.
3. Acceptance & Intellectual Property
Each milestone deliverable is subject to a 10-business-day acceptance review window, after which deliverables are deemed accepted if no written conformity defects are reported. Upon 100% settlement of all fees under the SOW, the client receives full ownership of all custom deliverables created specifically for the engagement. Axynoxia retains ownership of its pre-existing tools, connectors, and engineering frameworks (licensed to the client on a perpetual, non-exclusive basis upon full payment) and may list the client's name and logo as a commercial reference unless the client opts out in writing.
4. Confidentiality & Data Protection
Both parties treat all non-public project, technical, and commercial information as strictly confidential during the engagement and for 3 years thereafter. Where personal data is processed on behalf of a client, processing is governed by our Data Processing Addendum (incorporating EU Standard Contractual Clauses where applicable).
5. Warranty & Limitation of Liability
Axynoxia provides a 30-calendar-day conformity warranty following acceptance of each deliverable to remedy reproducible defects against the agreed SOW specification at no additional charge. To the maximum extent permitted by law, Axynoxia's aggregate liability under any SOW is capped at the total fees actually paid by the client under that SOW during the 12 months preceding the claim, and neither party is liable for indirect, incidental, or consequential damages or lost profits, except in cases of willful misconduct or gross negligence.
6. Termination
Either party may terminate an engagement for convenience upon 30 calendar days' written notice, or for material breach if uncured within 15 calendar days of written notice. All work performed and milestones reached up to the effective termination date remain billable and payable, and opening deposits are non-refundable once work has commenced.
7. Governing Law & Dispute Resolution
Unless otherwise specified in a signed SOW, these terms and all engagements are governed by the laws of the Republic of Tunisia. Any dispute not resolved within 15 calendar days of good-faith written negotiation shall be submitted to the exclusive jurisdiction of the Commercial Chambers of the Courts of Tunis.
8. Contact
Questions about these terms: contact@axynoxia.com.