Legal

Terms and Conditions of Use

FACTA·Version 1.3 - January 2026

IMPORTANT: This document constitutes a legally binding agreement. By accessing or using FACTA Services, you expressly accept these Terms and Conditions.

INTRODUCTION AND ACCEPTANCE

1.1Service Operator

The artificial intelligence consulting and implementation services provided under the FACTA brand (the "Services") are operated by CARLOS MATIAS BAGLIERI LTD, a company incorporated under the laws of England and Wales, with company number 14267762 and registered office at 20-22 Wenlock Road, London, England, N1 7GU (the "Company", "FACTA", "we", "us").

1.2What is FACTA

FACTA is a consultancy specializing in leadership, strategy, and implementation of Artificial Intelligence in production environments. We act as strategic partners to startups and established companies to design, build, and deploy operable, auditable, and transferable AI systems, including Fractional Chief AI Officer (CAIO), AI Strategy & Governance, Multi-Agent Systems, and AI Workflow Automation services.

1.3Acceptance of Terms

By accessing, engaging, or using the Services, you (the "Client") represent that you have read, understood, and fully accepted these Terms and our Privacy Policy. If you do not agree, you must refrain from using the Services.

1.4Binding Agreement

These Terms constitute a legally binding agreement between the Client and the Company and govern the use of the Services and all associated deliverables.

1.5Nature of Services

The Services are consultative and technical in nature. As with any technology and organizational transformation project, results depend on context, operational maturity, data quality, and the degree of implementation by the Client. Accordingly, FACTA does not guarantee specific business outcomes or particular financial returns.

FACTA does not provide legal advice and does not replace the judgment of the Client's legal advisors.

1.6Relationship Between the Parties

The Company acts at all times as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

DEFINITIONS

For the purposes of these Terms:

Services:: all AI consulting, design, implementation, and support services provided by FACTA.
Deliverables:: the products, systems, code, documentation, reports, and materials developed specifically for the Client as a result of the Services.
AI System:: any model, agent, automated workflow, or artificial intelligence solution developed or implemented for the Client.
SOW (Statement of Work):: a document defining the scope, deliverables, timeline, and fees for a specific engagement.
Confidential Information:: all non-public information disclosed by one party to the other in connection with the Services.
Client Data:: data, content, and materials provided by the Client for the provision of the Services.

DESCRIPTION OF SERVICES

3.1Core Services

FACTA offers, among others:

•Fractional Chief AI Officer (CAIO): a typical 90-day engagement focused on the design, deployment, and transfer of AI systems into production.
•AI Strategy & Governance: definition of priorities, risks, and regulatory compliance frameworks.
•Multi-Agent Systems: design and deployment of reliable and observable agent architectures.
•AI Workflow Automation: automation of high-impact processes with real operational ownership.

3.2Scope and SOW

The specific scope of each engagement will be defined in a separate SOW. Each SOW will include, at minimum, objectives, deliverables, acceptance criteria, and responsibilities of each party.

Deliverables shall be deemed accepted unless reasonable written objection is raised within the period defined in the SOW.

3.3Professional Standards

FACTA will perform the Services in a professional and competent manner, in accordance with reasonable industry standards.

CLIENT OBLIGATIONS

4.1Cooperation

The Client shall provide timely access to the information, systems, and personnel required, and designate a representative with decision-making authority.

4.2Client Data

The Client warrants that Client Data is lawful, accurate, and that it has the necessary rights for its use.

4.3Responsible Use

The Client agrees to use the AI Systems ethically and lawfully, implementing appropriate human oversight.

4.4Regulatory Compliance

The Client is responsible for legal compliance applicable to its use of the AI Systems. FACTA will reasonably assist in identifying common regulatory risks, without assuming ultimate responsibility.

INTELLECTUAL PROPERTY

5.1Transfer of Ownership

Upon full payment of the applicable fees, FACTA will transfer to the Client ownership of the Deliverables developed specifically for them. Any specific development that did not previously exist in substantial form shall be considered a Deliverable.

5.2Pre-existing Property

FACTA retains ownership of its pre-existing intellectual property (methodologies, frameworks, tools). The Client receives a perpetual, non-exclusive, royalty-free license to use such intellectual property solely in connection with the Deliverables.

5.3Client Property

The Client retains all rights to its data and pre-existing assets.

CONFIDENTIALITY

The parties will maintain the confidentiality of Confidential Information during the engagement and for five (5) years thereafter. Information constituting a trade secret shall remain confidential for as long as it retains such character.

FEES AND PAYMENTS

Fees, invoicing method, and payment schedule will be set forth in the applicable SOW. Unless otherwise agreed, invoices are payable within 30 days. Non-refundable minimum fees may be established in the SOW.

WARRANTIES AND DISCLAIMERS

FACTA warrants that the Services will be performed in a professional manner and that the Deliverables will substantially conform to what was agreed. Except as expressly stated, no other warranties are granted.

The Client acknowledges the inherent limitations of AI systems, including possible errors or unexpected results.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, FACTA shall not be liable for indirect or consequential damages. Total aggregate liability shall not exceed the fees actually paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

TERM AND TERMINATION

Either party may terminate the engagement with 30 days' prior notice. Upon termination, the Client shall pay for Services rendered to date. FACTA shall not be obligated to deliver incomplete unpaid work.

DATA PROTECTION

The parties will comply with UK GDPR, Data Protection Act 2018, and applicable regulations. When FACTA processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) will be executed, available upon request or as an annex to the SOW.

AI ETHICS AND COMPLIANCE

FACTA is committed to developing AI systems ethically and responsibly, to the extent reasonably possible and in accordance with the scope of the SOW, and to assisting the Client in evaluating EU AI Act requirements, without assuming ultimate responsibility for compliance.

INDEMNIFICATION

FACTA will indemnify the Client for third-party claims arising from intellectual property infringement or gross negligence. The Client will indemnify FACTA for claims arising from misuse of the Services or Client Data.

Indemnification obligations shall be subject to the limits set forth in clause 9 and to the limits permitted by applicable law.

GENERAL PROVISIONS

FACTA may modify these Terms by publishing an updated version on its website. Such modifications will not affect active SOWs without the Client's consent.

If any provision is found invalid, the remaining provisions shall remain in full force and effect.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

CONTACT

CARLOS MATIAS BAGLIERI LTD

Trading as (t/a): FACTA

Company Number: 14267762

Address: 20-22 Wenlock Road, London, England, N1 7GU

Email: [email protected]

Website: https://facta.dev

FACTA regularly works alongside leadership, legal, and product teams to ensure responsible AI adoption.

By using the Services, you acknowledge that you have read and accepted these Terms and Conditions.

Questions about our Terms of Service?

If you have any questions or need clarification about our terms, please reach out to our team.