Dear Client,

Please find below our terms and conditions for our services. By agreeing to our quotes, it implies you agree to the conditions below.

We thank you for your trust and remain at your disposal for any additional information.

Last revised: May 25th 2018


Terms of Service

Introduction - After obtaining from the Agency all the information and documentation necessary for the establishment of it’s choice, the Client has decided to entrust the Agency with the provision of Services for the development of his project.

 

Article 1 - Duties of the Agency

1.1 - The Agency will implement sufficient resources to carry out the Services.

1.2 - The Agency must perform the Services professionally and in accordance with the rules of art.

1.3 - The Agency undertakes to document the hours spent on the achievement of the Services as well as the resources committed to the smooth running of the mandate. At the Client’s request, the Agency undertakes to provide these informations to the Client.

 

Article 2 - Collaboration between the Parties

2.1 - The Agency and the Client undertake to collaborate to the best of their ability to enable the proper performance of their respective obligations.

2.2 - The Services are carried out mainly in the premises and with the equipment of the Agency.

2.3 - In all cases, the Client undertakes to make available to the Agency all the information and documents in its possession that the Agency may require in the context of the execution of the Services.

 

Article 3 - Duties of the Client

3.1 - The Client undertakes to check in good time all the documents submitted for approval and to clearly formulate its remarks, observations or disagreements.

3.2 - The Client is solely responsible for decisions regarding the strategy and the general and specific objectives that it pursues and, in particular, the management, operation and evolution of the Results of the Services, as well as the consequences of all its decisions. In addition, the Client is responsible for the use it makes of the Results of the Services.

3.3 - The Client will be solely responsible for the content, data, information, brands concerning its products and services, and more generally the Pre-existing Elements communicated to the Agency; - obtaining all authorizations for the use and / or distribution, worldwide, of the Pre-existing Elements.

3.4 - The Client further undertakes to fulfill its obligations, in particular for the provision and validation, within the given deadlines, - to pay for and comply with all applicable legal and regulatory provisions relating to the use and / or the worldwide distribution of the Result(s) of Services.

 

Article 4 - Methods of execution

4.1 - Deadline for completion: The Agency will make its best efforts to meet the deadlines for completion of each of the Services, previously agreed with the Client, but will not incur any liability if it is not respected, except gross negligence demonstrated by the Client.

In this respect, the Agency can not be held responsible for a delay resulting from the late, incomplete or non-compliant submission of information provided by the Client, or the occurrence of a case of force majeure.

4.2 - Financial conditions: In consideration of the Design and / or Marketing Services provided to them, the Client will pay the standard rates of the Agency which vary from 130.- / hour to 160.- / hour depending on the desired Services. Events and Consulting Services will be priced upon request.

4.3 - Quotation request: The Client is entitled to ask the Agency for an estimate for the realization of the requested Services. The quotation is provided to the Client by the Agency as an indication. The Agency undertakes to respect the amount indicated in its quote with a margin of +/- 20% fluctuation depending on the number of hours worked, and provided that the Services requested are not modified by the Client.

4.4 - Billing: The Agency's invoices are established for the amounts and according to the schedule defined on a case by case basis. They are payable within 30 days of receipt and without discount.

4.5 - Taxes: The Agency prices are always exclusive of Swiss and foreign taxes. The quotes and invoices drawn up by the Agency take into account the tax and social provisions in force on the day of invoicing.

4.6 - Non-payment: In the event of failure to pay by the due date, the Agency may, after formal notice, claim from the Client interest for late payment, calculated per day late from the due date of the claim, until the date of actual payment. Eight days after formal notice (by letter with acknowledgment of receipt), the Agency may terminate as of right any contract with the Client that has not been implemented. In this case, all sums owed to the Agency will become due immediately.

 

Article 5 - Agency staff

5.1 - The staff of the Agency assigned to the performance of the Services remains, under all circumstances, under the sole hierarchical and disciplinary authority of the Agency.

 

Article 6 - Validation of documents

6.1 - Any working document, and in particular any study, analysis file or report intended to specify the characteristics of the Services provided by the Agency to the Client, must be checked by the latter and be the subject of observations in writing to the extent that the Client sees necessary. The Client has a period of time which, unless otherwise agreed jointly in writing between the parties, is set at 10 days from the receipt of a working document to proceed with its validation. After this period, without observation made by the Client, the document will be considered validated.

 

Article 7 - Exclusive transfer of rights on the results of Services

7.1 - If tools or methods are used in connection with the Services by the Agency and / or its subcontractors, whether or not subject to specific protection (copyrights, patents, trademarks, etc.) they remain the exclusive property of the Agency and / or its subcontractors. The Agency and / or its subcontractors also remain the owner of the inventions, methods or know-how that were born or developed under the mandate. It is expressly agreed between the parties that the Agency and / or its subcontractors reserve the right to use the lessons learned from the Services.

7.2 - The Agency transfers in full to the Client, with all the guarantees of right and fact associated, exclusively, its intellectual property rights of a patrimonial nature relating to all the Results of the Services in all territories, from the complete and perfect payment of the price, for a period equivalent to the period of legal protection of those rights. In accordance with the Intellectual Property Code, these rights include:

- the right to reproduce, digitize, in as many copies as the Client may wish, all or part of the Results of the Services, by any means and on all known and unknown media on the day of the beginning of mandate;

- the right to use and exploit by the Client or a third party of its choice, all or part of the Results of the Services, for any use whatsoever, by any means and on all known and unknown media on the day of the beginning of mandate;

- the right to adapt, through improvements, evolution, deletion, corrections, simplifications, additions, updating, integration with pre-existing works or to create, transcription in another language, pre-existing or to create, localization, integration to a work created or created, all or part of the Results of the Services;

- the exclusive right to publish all or part of the Results of the Services;

- the right to commercialize or market all or part of the Results of the Services, by any known or unknown methods on the day of the beginning of the mandate, free of charge or onerous.

 

Article 8 - Eviction guarantee

8.1 - The Agency declares that the Results of the Services that would be protected by the law of the intellectual property constitute original creations. In the event that the Agency has called upon outside parties to perform all or part of the Services, it declares to have obtained all the necessary rights and authorizations allowing them to conclude this contract.

However, given the multitude of existing creations around the world and the recurrence of certain themes or symbols, it is possible that sometimes the Results of the Services include certain traits of resemblance with other creations. It could only be a coincidence and the Agency can in no way be held responsible for any legal problems.

 

Article 9 - Termination of mandate

9.1 - In the event of a serious breach by one of the Parties to one of its essential obligations, the other party will be authorized thirty (30) days after a formal notice sent by registered letter with acknowledgment of receipt without effect, to terminate any contract, in whole or in part, simply by sending a registered letter with acknowledgment of receipt.

All sums owed to the Agency will become due immediately.
 

Article 10 - Limitation of liability

10.1 - Needs that the Client has not expressed are excluded from the scope of the Agency's responsibility. The Agency undertakes, under an obligation of means, to perform all the Services entrusted to it in accordance with the rules of the art and practice of the profession, subject to the proper performance by the Client of its own obligations.

The Client undertakes, where appropriate, to take the usual precautions regarding the use of software, that is to say, to entrust only copies of informations, and therefore waives to seek liability of the Agency for loss, destruction or damage to files or other documents. The same applies to the information stored on the Client’s equipment during the use of this equipment by the Agency's employees, agents and subcontractors. It is therefore up to the Client to make the necessary backups. In no event shall the Agency be liable for indirect or unforeseeable damages suffered by the Client. By express agreement between the Parties, indirect damage is considered to be any financial or commercial loss, loss of turnover, of profit, of data, of order or of Client, as well as any action against the Client by a third party. The Agency can not be held responsible for any prejudice or damage in respect of the use of the Results of the Services by the Client. In any case, if the responsibility of the Agency was engaged by the Client under these terms for direct damage suffered by the Client, the Client’s right to compensation would be limited, for all causes, to the amount owed by the Client for the Services as specified in these terms and / or on a case by case basis. The Parties agree that this clause will survive in the event of a judicial resolution of the contract, including in case of total resolution pronounced to the exclusive wrongs of the Agency.

 

Article 11 - Force majeure

11.1 - It is expressly provided that the Agency shall not be liable for any damages, delays or breaches in the performance of the mandate caused by events beyond its reasonable control, or which would not result from the fault or negligence of the Agency. Such acts or causes include, but are not limited to, strike, labor dispute, labor unrest, sabotage, threat, fire, flood, lack or delay of means of transportation or communication, computer or computer failure, electricity failure, and the Client’s failure to provide necessary information. Force majeure suspends the obligations arising from these conditions for the duration of its existence. However, if the force majeure lasts for more than one (1) month, the mandate can be terminated by either of the Parties, without this termination being considered as faulty. The termination, in such a case, must be notified by registered letter with acknowledgment of receipt and will take effect on the date of receipt of said letter.

 

Article 12 - General provisions

12.1 - Authorization to appear on the Agency's portfolio: The Client authorizes the Agency to include the work done and any other information on which they have agreed on the Agency's portfolio and other documents.

12.2 - Transferability: Neither the present terms nor the rights and obligations arising from it may be transferred or assigned by the Client without the prior written agreement of the Agency, otherwise any transfer or assignment will be considered void.

12.3 - Subcontracting: The Agency may freely subcontract all or part of the obligations subscribed under any mandate.

12.4 - Tolerance: The Parties agree that the fact that one Party tolerates a situation does not have the effect of granting the other party acquired rights. Moreover, such a tolerance can not be interpreted as a waiver to assert the rights in question.

12.5 - Limitation of liability action: If the Client fails to bring into play the contractual liability of the Agency within one (1) year from the date of the damage, the Client shall be deemed to have waived the right to claim the possible contractual breach.

12.6 - Nullity: Should any part of this contract be declared void for any reason, such invalidity shall not affect the validity of the remaining provisions. The remaining provisions will remain in effect and will have effect as if these terms had been executed without the null provision.

12.7 - Applicable law and attribution of jurisdiction: This contract is subject to Swiss law and the place of jurisdiction is in Lausanne (State of Vaud). Any difficulties relating to the interpretation, the execution and the expiry of these present terms will be submitted, in the absence of amicable agreement, to the competent Court of the jurisdiction of the head office of the Agency, to which the parts grant territorial jurisdiction and this even in case of interlocutory, warranty appeal or multiple defendants.