Terms & Conditions — Commercial Agreement

Effective Date: · Issued by: FusanyaPro, a service division of Fusanya Global LLC (United States)

1. Agreement Acceptance

By accepting a quote, submitting a downpayment, or authorizing any payment to FusanyaPro (“the Company”), the Client confirms that they have read, understood, and agreed to these Terms & Conditions. This Agreement is legally binding upon payment and supersedes prior verbal or written communications related to the same subject.

2. Downpayment & Activation of Work

The downpayment authorizes the start of work, including procurement of hardware/materials, software licensing, and any custom development.

• All downpayments are final and non-refundable.
• No cancellations, chargebacks, or payment reversals are permitted once processed.
• The downpayment confirms the Client’s commitment to proceed with the quoted scope.

3. Mutual Obligations

This Agreement is binding upon both parties:

• FusanyaPro will deliver the product(s) or service(s) as described in the official quote or invoice.
• The Client will complete the remaining balance according to the agreed payment schedule.

Failure to pay on time may result in suspension or termination of services. All deliverables and purchased hardware remain the property of the Company until full payment is received.

4. Cancellations & Project Abandonment

• Once a downpayment is submitted, the Client may not cancel the project.
• If the Client fails to provide necessary information, approvals, or cooperation, FusanyaPro may terminate the project without refund.
• Any project paused for more than 30 days without written notice may be deemed abandoned and closed, with no obligation for refund or reinstatement.

5. Invoicing, Deliverables & Ownership

• All invoices and quotes reference these Terms.
• Ownership of deliverables (designs, software, licenses, or hardware) transfers only after full payment is received.
• Until payment completion, all materials remain the intellectual or physical property of FusanyaPro.

6. Limitation of Liability

FusanyaPro shall not be liable for indirect, incidental, or consequential damages; delays caused by the Client, third-party vendors, or factors outside the Company’s control; or business losses not directly attributable to the Company’s negligence.

7. Governing Law & Jurisdiction (UCC)

This Agreement is governed by U.S. law under the Uniform Commercial Code (UCC) and applicable state laws. Venue for dispute resolution shall be the competent courts of the state where FusanyaPro or Fusanya Global LLC is registered or operating at the time of the dispute, and both parties waive objections to personal jurisdiction in such courts.

8. Force Majeure

The Company is not responsible for delays or failures due to events beyond reasonable control, including natural disasters, strikes, supplier delays, internet or hosting outages, or government actions.

9. Entire Agreement & Amendments

These Terms constitute the entire agreement between the parties. Any modification or waiver must be in writing and signed by both parties.