Terms of Engagement

Draft — under review. This page has not yet had a legal review pass; get in touch if anything here needs clarifying before you rely on it.

These terms, together with the written proposal for a specific engagement, govern the relationship between Mersey Cloud Kft, trading as Fracsen ("Fracsen", "we"), and the client ("you") named in that proposal.

About Fracsen

Fracsen is a service of Mersey Cloud Kft, a company registered in Hungary. See the Legal Notice for company details.

Engagements

Fracsen provides fractional CTO leadership, technical rescue and remediation, technical due diligence, and AI-directed full build capacity, as described on this site. Every engagement begins with a written proposal setting out its scope, and its fee once agreed. These terms apply to all engagement types unless the proposal says otherwise.

Fees & Invoicing

Fees are set out in the engagement proposal. Retainer engagements (fractional CTO, technical rescue, full build capacity) are invoiced monthly. Due diligence engagements are invoiced on delivery of the report, unless the proposal says otherwise. Invoices are payable within 14 days of the invoice date.

Engagement Term & Termination

Retainer engagements run month-to-month with no minimum term. Either party may end a retainer engagement by giving 30 days' written notice, or sooner by mutual agreement. Due diligence engagements are fixed in scope and complete on delivery of the report.

Confidentiality

Each party keeps confidential any non-public information it receives from the other in the course of an engagement, and uses it only for the purposes of that engagement. Fracsen signs a mutual non-disclosure agreement before any due diligence engagement on request.

Intellectual Property

Work product created specifically for you under a retainer, rescue, or full build capacity engagement is owned by you once the corresponding invoice is paid in full. Fracsen retains ownership of its own pre-existing tools, methods, and general know-how, and may reuse them in other engagements. Due diligence reports are licensed to you for your internal and transaction purposes.

Liability

Fracsen provides its services with reasonable skill and care, based on the information and access made available during the engagement. Advice and recommendations reflect professional judgment at the time given and are not a guarantee of any business, technical, or investment outcome.

Fracsen is not liable for indirect or consequential loss. Fracsen's total liability arising from an engagement is capped at the fees paid for that engagement in the three months preceding the claim, except where liability cannot be limited by law.

Governing Law

These terms are governed by Hungarian law. Any dispute not resolved by agreement is subject to the jurisdiction of the Hungarian courts.

Changes to These Terms

We may update these terms from time to time. Changes will be published on this page with an updated revision date; the terms in force at the start of an engagement continue to apply to that engagement.

Last updated: August 2026