Terms of services

THIS TERMS OF USE AGREEMENT (the "Agreement") is a legally binding agreement between NANITE (hereinafter "Nanite") and the customer, whether personally or on behalf of an entity ("Customer"), regarding the access and use of Nanite and all other associated media forms, channels, mobile websites, or mobile applications. Failure to agree to and comply with all the terms and conditions herein will expressly prohibit the Customer from using the Website, and the Customer will be instructed to cease use immediately. Subsequently, the relationship between the Customer and Nanite will end, unless the Customer remains obliged to pay for services provided by Nanite. Payments are processed through the service provider Stripe, which complies with the GDPR and FADP.

1. Intellectual Property Rights

Unless otherwise stated, the Website is the property of Nanite and all source code, databases, functionalities, software,
website designs, audio, video, text, photographs, and graphics (collectively referred to as "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned by Nanite and are protected by copyright and trademark laws as well as other applicable intellectual property laws of Switzerland and international conventions. The Content and Marks are provided "As-Is" solely for your information and personal use. Unless expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the express prior written permission of Nanite. Nanite reserves all rights to the Website, the Content, and the Marks.

2. Ownership of Materials

Notwithstanding Nanite's ownership of submissions as described in Section 4 ("Customer Feedback"), all design and original source files created on behalf of the Customer ("Projects") belong to the Customer, and the Customer is the sole owner of the copyright to all Projects. In the event that any law grants Nanite ownership of a Project, Nanite hereby irrevocably and permanently assigns all rights to the Project to the Customer. The Customer guarantees that all materials provided to Nanite are owned by the Customer and do not infringe on third-party rights.

3. Third-Party Fonts

If a Project contains fonts not owned by Nanite and requires a commercial license to legally reproduce, distribute, or publicly display ("Third-Party Font(s)"), Nanite will inform the Customer in writing about which Third-Party Fonts have been integrated into the Project. The Customer is responsible for acquiring the necessary licenses for the Third-Party Fonts.

4. Customer Feedback

The Customer acknowledges and agrees that all questions, comments, suggestions, or other feedback (each a "Submission") are the sole property of Nanite. Nanite is not obligated to treat any Submission as confidential and can use and disseminate it at its discretion.

5. User Representations

By using the Website, the Customer represents and warrants that:
• The Customer has the legal capacity and agrees to these Terms of Use.
• The Customer is not a minor in the jurisdiction of their residence.
• The Customer will not access the Website through automated or non-human means.
• The Customer will not use the Website for any illegal or unauthorized purposes.
• The Customer’s use of the Website will not violate any applicable laws or regulations.

6. Prohibited Activities

The Customer may use the Website only for the intended purposes. The Customer agrees to refrain from the following actions:
• Unauthorized use of the Website.
• Retrieving data or content to create a database or directory.
• Circumventing, disabling, or otherwise interfering with security-related features of the Website.
• Unauthorized framing or linking of the Website.
• Deceiving or misleading Nanite or other users.
• Disrupting the use of the Website by others.
• Using the Website to compete with Nanite.
• Deciphering, decompiling, disassembling, or reverse-engineering any software on the Website.
• Bypassing measures to restrict access to the Website.
• Harassing or threatening Nanite employees, independent contractors, or agents.
• Removing copyright notices from any content.
• Attempting to upload or transmit viruses, Trojan horses, or other harmful material.
• Uploading or transmitting materials that act as passive or active information collection mechanisms.
• Harming or disparaging Nanite in any way.
• Using the Website in a manner inconsistent with applicable laws.

7. Management and Monitoring

Nanite reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action. Nanite also reserves the right to restrict or deny access to the Website.

8. Privacy Policy

By using the Website, the Customer agrees to the Privacy Policy, which is incorporated into these Terms of Use. The Website is hosted in Switzerland, and by using the Website and transferring data to Switzerland, the Customer expressly consents to data transfer and processing in Switzerland. Nanite does not knowingly accept information from individuals under the age of 18.

9. Returns and Refunds

Nanite reserves the right to refuse refunds at its discretion. Refund requests will be reviewed on a case-by-case basis. If the Customer requests a refund within the first month of use, all materials created by Nanite remain the property of the company and may not be used by the Customer. If a refund is granted, a fee of 25% of the remaining billing period will be charged. Nanite reserves the right to take legal action against the Customer for violation of this section.

10. Modification

Nanite reserves the right to change or remove content on the Website for any reason. Nanite also reserves the right to modify or discontinue the Website or parts of it without notice.

11. Service Interruptions

Nanite does not guarantee that the Website will be available and accessible at all times. The Customer agrees that Nanite is not liable for losses, damages, or inconveniences caused by the Customer's inability to access or use the Website during a service interruption.

12. Applicable Law

These Terms of Use are governed by the laws of the Canton of Zurich, excluding conflict of laws principles.

13. Disputes

All legal actions must be filed in the cantonal courts of Zurich or the District Court of Zurich. The parties agree to the personal jurisdiction of these courts and waive any objections regarding jurisdiction and venue.

14. Disclaimer of Warranties

The Website is provided "as is," and the Customer uses the Website and services at their own risk. Nanite disclaims all express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Nanite is not liable for errors, inaccuracies, or omissions in the content and is not responsible for personal injury or property damage, unauthorized access to or use of secure servers and stored personal or financial information, transmission interruptions, viruses, or other harmful components, or errors or omissions in the content.

15. Limitation of Liability and Indemnification

Nanite and its directors, employees, members, independent contractors, or agents are not liable for direct, indirect, incidental, special, or exemplary damages, including lost profits, data loss, attorney fees, or other damages arising from the Customer's use of the Website. The Customer agrees to indemnify and hold Nanite and its subsidiaries, affiliates, and their respective employees, members, agents, and partners harmless from any losses, damages, liabilities, claims, or demands, including reasonable attorney fees.

16. User Data

The Customer is solely responsible for all data transmitted to or related to the Customer's activities on the Website. Nanite is not liable for loss or damage to such data.

17. Electronic Communications, Transactions, and Signatures

The Customer agrees to receive electronic communications from Nanite and agrees that all agreements, notices, disclosures, and other communications provided by email or via the Website meet any legal requirement that such communications be in writing. The Customer agrees to the use of electronic signatures, contracts, orders, and other records and waives any rights or requirements for non-electronic records or payments.

18. Presentation of Design Work

Nanite reserves the right to present design work on digital channels, including social media and the Website, unless otherwise agreed. The Customer has the right to issue an NDA between themselves and Nanite, which nullifies Nanite's right to publicly share or discuss the Customer's work.

19. Payment Terms
19.1 Prices
All prices are exclusive of statutory VAT (MwSt).

19.2 Payment Deadlines
19.2.1 New Customers

The entire invoice amount is due before completion. We explicitly reserve the right to request advance payments and obtain credit information.

19.2.2 Existing Customers Unless special payment terms are agreed, existing customers with consistently timely payments have a payment term of 10 days net from the invoice date. We explicitly reserve the right to request advance payments.

19.3 Objections to the Invoice

The Customer may raise written and justified objections to the invoice within 5 days of billing. If they fail to do so, the invoice is deemed approved.

19.4 Payment Delays
19.4.1 Reminders

Nanite will proceed as follows in the event of late payments:

• First Reminder: Issued 7 days after the due date and is free of charge.
• Second Reminder: Issued 14 days after the due date and is free of charge.
• Third Reminder: Issued 21 days after the due date and incurs a processing fee of CHF 50.

19.4.2 Consequences of Continued Non-Payment

If the invoice remains unpaid following the third reminder, Nanite reserves the right to suspend services and/or terminate the contract without further notice. The outstanding balance may also be assigned to a debt collection agency, which may incur additional costs payable by the Customer.

The Customer is deemed in default upon failure to pay by the due date, without the need for a reminder. The right to offset any claims against Nanite is expressly excluded.

If payment is not received by the due date and no written, substantiated objection has been raised, Nanite may suspend all services and/or terminate the contract without liability for damages. Reactivation of services will occur only after full settlement of the outstanding amount, including a processing fee of CHF 100.

A reminder fee of CHF 20 will be charged for each written reminder issued to cover administrative expenses. Nanite reserves the right to engage third parties for the collection of unpaid debts.

20. Contact Information

For questions or complaints regarding the Website, please contact Nanite at: info@nanite.ch.

CHE-252.294.726 MWST

21. Framer Development Terms
21.1 Subscription Interruption If a customer pauses or terminates their subscription, all development activities, including Framer development work, will also be paused. Nanite reserves the right to restrict access to partially or fully completed work until the subscription is resumed.

21.2 No Liability for Delays Nanite shall not be held liable for delays or additional efforts caused by a subscription interruption. Resumed projects may require adjustments to align with new technical requirements.

21.3 Adaptation to New Technical Standards Nanite reserves the right to adjust projects resumed after an interruption to comply with new technical or creative standards. These adjustments may incur additional costs or time requirements, which will be communicated to the customer prior to resuming the work.

21.4 Customer Responsibility for Delays If the customer fails to provide timely responses to inquiries, feedback, or drafts during an active subscription, Nanite reserves the right to adjust the project timeline accordingly. Delays caused by the lack of feedback or insufficient provision of information do not entitle the customer to refunds or time credits. Customers will be regularly notified of outstanding responses to minimize delays.

22. Comparison with Other Design Agencies

Nanite reserves the right to regularly analyze and compare its services with those of other design agencies to remain competitive in the market. Customer requests for specific market comparisons will be addressed at Nanite's discretion.

23. Legal Guidelines
23.1 Swiss Guidelines Nanite adheres to the provisions of RSRGO (Regulation of Swiss Guidelines for Business Organizations) and ensures that all services comply with the applicable legal requirements in Switzerland.

23.2 European Guidelines Nanite commits to complying with the General Data Protection Regulation (GDPR) and other relevant European guidelines. These apply to all customers based within the European Union.

24 Force Majeure Clause
24.1 Unforeseen Events Nanite shall not be held liable for delays, non-performance, or disruptions caused by unforeseen events beyond Nanite's control. Such events include, but are not limited to:
• Platform outages or technical disruptions from third-party services such as Framer, Webflow, or similar providers.
• Natural disasters, including earthquakes, floods, or storms.
• Epidemics, pandemics, or government-imposed measures.
• Power outages, cyberattacks, or network disruptions.
• Other unforeseen circumstances that render the performance of agreed services impossible.

24.2 Notification and Consequences

In the event of such an occurrence, Nanite will promptly notify the customer and take reasonable steps to mitigate the impact. Should the fulfillment of services become permanently impossible, both parties reserve the right to terminate the contract by mutual agreement.

24.3 Exclusion of Liability

Nanite shall not be liable for any direct or indirect damages resulting from delays or non performance due to force majeure events.

25. Service Plans and Deliverables

25.1 Processing Times Nanite commits to processing customer inquiries within 1–2 business days. Exceptions may apply in cases of high workloads or extraordinary circumstances.

25.2 Communication All communication will be carried out through Nanite's designated channels, such as email and project-specific platforms. Customers are expected to provide feedback or change requests within 3 business days to ensure timely progress.

25.3 Customer Responsibilities Customers are responsible for supplying all required materials and information promptly. Any delays in submission may affect agreed delivery schedules.

25.4 Deliverable Fulfillment The services outlined in the service plans will be delivered with the utmost care and professionalism. Nanite reserves the right to make adjustments or changes to deliverables if required by technical or operational conditions.

26. Miscellaneous

These Terms of Use and all policies posted on the Website constitute the entire agreement between the Customer and Nanite. Nanite's failure to enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision. If any provision of these Terms of Use is deemed unlawful, void, or unenforceable, the validity and enforceability of the remaining provisions remain unaffected. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed as creating a joint venture, partnership, employment, or agency relationship between the Customer and Nanite

27. Updates to This Policy

This Terms of Service may be updated to reflect legal, operational, or technological changes. The latest version will always be published on the website with the last revision date indicated.