Terms of Service

Introduction

These Terms govern your access to this website and your engagement of our services. By using the site or engaging us, you agree to them. If you do not agree, please do not use the services.

If you are agreeing on behalf of an organisation, you confirm that you have authority to bind it. In these Terms "you" and "Client" mean that organisation.

Who you are contracting with

Two separate legal persons trade under the N40 name. Which one is your counterparty depends on where you are, and it determines who invoices you, who you pay, and whose law governs the agreement.

For engagements in Ukraine, the individual entrepreneur named above is the provider of the services, the party to the contract, the issuer of the invoice and the recipient of payment. N40 Agency, LLC is not a party to those contracts. For engagements anywhere else, N40 Agency, LLC is the provider and counterparty.

Services

We provide two services to product businesses — vendors, distributors and retailers:

• Business Audit — documenting where operational data lives, how reporting flows, where manual work delays decisions, and where automation can realistically help, ending in a prioritised, staged roadmap.
• Process Automation — connecting data sources and setting validation rules; building a searchable knowledge system, management dashboards, an AI-assisted interface for querying data and preparing summaries, and workflow automation with defined approval steps, audit logs and error handling.

The two can be bought together or separately. The exact scope, deliverables, acceptance criteria and fees for any engagement are set out in a separate agreement or Statement of Work, which prevails over these Terms if the two conflict.

We may decline an engagement at our discretion, including where it would conflict with applicable law or with our own policies.

AI-assisted deliverables

Parts of our deliverables are produced with AI assistance. System integrations and explicit rules perform deterministic operations; AI is used for unstructured work such as classification, extraction, search and drafting. AI output is generated, not verified truth, and it is reviewed before it forms part of a deliverable.

Where a system we build interacts directly with a person, or generates synthetic content, it is marked as such in accordance with the transparency requirements of the EU AI Act applicable from 2 August 2026.

Client agrees not to deploy deliverables to make automated decisions about individuals in the areas the EU AI Act classifies as high-risk — including recruitment and worker management, creditworthiness, and access to essential services — unless that use is expressly agreed in writing beforehand, because it changes the obligations of both parties.

Prohibited use

Client agrees not to use our services for:

• • Any unlawful activity or activity infringing the rights of third parties.
• • Distributing malware, spam, phishing or other harmful content.
• • Infringing the intellectual property rights of any person or organisation.
• • Unauthorised access to systems, networks or data of third parties.
• • Reverse engineering or decompiling solutions provided by us.
• • Reselling or sublicensing the services without our written consent.

Material violation of this section is grounds for suspension or termination.

Payment terms

Payment terms are set in the applicable agreement. Unless it says otherwise:

• • A 50% deposit is payable before work begins.
• • The balance is due on completion and acceptance of the deliverables.
• • Recurring engagements are billed in advance at the start of each period.
• • Invoices are due within 14 days of the invoice date.
• • Amounts more than 14 days overdue may lead to suspension of work.
• • Overdue amounts may accrue interest at 1.5% per month, or the maximum permitted by applicable law if lower.

How to pay

All engagements are invoiced business-to-business. There is no checkout on this website — payment follows an invoice.

• Ukraine — bank transfer only. Invoiced by Фізична особа-підприємець Василенко Вадим Володимирович, РНОКПП 3809813776, and settled to the IBAN above at Акціонерне товариство «УНІВЕРСАЛ БАНК» (МФО 322001, ЄДРПОУ 21133352), the licensed bank operating under the monobank brand. No card payments are accepted in Ukraine. Prices and settlement are in Ukrainian hryvnia (UAH), the sole legal tender for settlements in Ukraine.
• Outside Ukraine. Invoiced by N40 Agency, LLC and settled either by bank transfer to the account stated on the invoice, or by card through Stripe, Inc., which acts as the acquirer. Prices are in US Dollars unless the agreement states otherwise.

Payment security. Where a card is used, the details are entered on Stripe's own hosted page and never reach our systems. Stripe is certified as a PCI DSS Service Provider Level 1, assessed annually by an independent Qualified Security Assessor and listed on the Visa Global Registry of Service Providers. Where settlement is by bank transfer, no card data is created at all. Further detail is in our Privacy Policy.

Client is responsible for any taxes, duties or levies applicable to it. Whether a price includes Ukrainian value added tax is stated on the invoice and in the applicable offer.

Purchases in Ukraine: refunds and cancellation

This section applies to engagements contracted with the Ukrainian individual entrepreneur named above.

Business purchases. Under the Law of Ukraine "On Protection of Consumer Rights" No. 1023-XII, a consumer is a natural person acquiring goods or services for personal needs not connected with business activity. Our services are supplied to businesses, so that law generally does not apply and the agreement between us governs cancellation, refunds and remedies.

If you are a consumer as defined above, you have the right to withdraw from a distance contract within 14 days. That right is lost once performance of the service has begun with your consent before the withdrawal period expires — so where you ask us to start work immediately, you are consenting to that and giving up the right to withdraw in respect of work performed.

Refunds. Where a refund is due, it is returned by bank transfer to the account the original payment came from. Refund requests go to contact@n40.agency. We acknowledge a request within 3 business days and process an approved refund without undue delay.

Complaints. Complaints are made to the same address. We will respond in writing. Nothing in these Terms limits any right you have under mandatory Ukrainian law.

Intellectual property

On full payment, Client receives the rights to the project deliverables specified in the applicable agreement. We retain rights in general methodologies, frameworks, libraries and tools developed independently of, or before, a specific project.

We may name Client and use its logo to refer to the existence of the engagement in our portfolio and marketing, unless Client objects in writing. Client may withdraw that permission at any time.

The content of n40.agency — text, design and marks — belongs to N40 Agency, LLC.

Confidentiality

Each party keeps the other's Confidential Information confidential and uses it only to perform under these Terms. "Confidential Information" means non-public business, technical or financial information that is either marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

These obligations do not apply to information that: (a) is or becomes public through no fault of the recipient; (b) was known to the recipient before disclosure; (c) is received from a third party without restriction; or (d) must be disclosed by law or court order, provided the recipient gives prompt written notice where it is permitted to.

Confidentiality survives for 3 years after the engagement ends. Personal data within Confidential Information is governed by our Data Processing Addendum.

Warranty disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

Assessing whether the services suit Client's particular purposes is Client's responsibility. Nothing here excludes liability that cannot lawfully be excluded, including under mandatory consumer law where it applies.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, GOODWILL OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

Our total cumulative liability for all claims arising under or relating to these Terms will not exceed the amount paid by Client for the services in the 3 months immediately preceding the claim.

These limits apply regardless of the legal theory and even if a limited remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited.

Indemnification

By Client. Client will defend and indemnify us against claims, damages, costs and legal expenses arising from: (a) Client's breach of these Terms; (b) Client's misuse of the services; or (c) Client's infringement of third-party rights.

By us. We will defend Client against third-party claims that deliverables we provided infringe that party's intellectual property rights, provided Client promptly notifies us in writing, gives us control of the defence and settlement, and cooperates reasonably. This does not apply where the infringement results from Client's modification of the deliverables or from use we did not authorise.

Data on termination

On termination or expiry:

• • Client may request a copy of its data within 30 days of the termination date.
• • We provide the export in a standard format (CSV, JSON or another agreed format).
• • After that period we delete Client data from active systems.
• • Backups are overwritten on their normal cycle, after which the data is gone.
• • We may retain data for longer where law requires it, and will identify the basis if asked.

The corresponding processor obligations are in the Data Processing Addendum.

Termination

Either party may terminate on 30 days' written notice. On early termination Client pays for work completed to date. Deposits are non-refundable once work has commenced, except where a mandatory consumer right applies.

We may suspend or terminate immediately if Client materially breaches these Terms, if invoices go unpaid for more than 30 days, or if Client engages in unlawful conduct.

Confidentiality, Intellectual Property, Limitation of Liability, Indemnification and Dispute Resolution survive termination.

Sanctions compliance

We comply with the sanctions regimes of the United States (including OFAC programmes), the European Union, the United Nations and Ukraine. We do not provide services to:

• • Persons or entities on applicable sanctions lists, including the OFAC SDN List, the EU Consolidated List and the UN Consolidated List.
• • Persons or entities located or registered in comprehensively sanctioned jurisdictions, including Russia, Belarus, North Korea, Iran, Syria, Cuba and the temporarily occupied territories of Ukraine.
• • Persons or entities acting for, or owned or controlled by, any of the above.

We screen at onboarding and periodically thereafter. If a sanctions issue is identified we may suspend or terminate services and withhold payments to the extent required by law.

By engaging us, Client confirms it is not a sanctioned party, is not acting on behalf of one, and will notify us promptly if that changes.

Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, armed conflict, martial law, mobilisation, terrorist acts, pandemics, cyberattacks on critical infrastructure, failures of internet or cloud providers, and governmental action.

The affected party must notify the other in writing within 5 business days, take reasonable steps to reduce the impact, and resume as soon as practicable. If the event continues beyond 60 days, either party may terminate without penalty.

Governing law and disputes

Engagements with N40 Agency, LLC are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. Any dispute is first subject to good-faith negotiation for 30 days from written notice. If unresolved, it is settled by binding arbitration under the rules of the American Arbitration Association, conducted remotely in English, each party bearing its own costs unless the arbitrator decides otherwise. The parties resolve disputes individually and waive class-wide claims and arbitration.

Engagements with the Ukrainian individual entrepreneur are governed by the law of Ukraine, and disputes are heard by the competent courts of Ukraine. The arbitration and class-waiver provisions above do not apply to those engagements, and nothing in them removes a right of recourse that mandatory Ukrainian law gives you.

Notices may be given by email to the addresses in the applicable agreement and are deemed received one business day after transmission.

Changes to these Terms

We may update these Terms. We will give notice of material changes by email or on the website at least 14 days before they take effect. The date of the current version is shown at the top of this page. Continuing to use the services after that date means you accept the updated Terms; if you do not, you may terminate as set out above.

Contact

Questions about these Terms go to contact@n40.agency.