General conditions of sale
1 – OBJECT
These General Conditions of Sale (CGV), established by Frédéric Bianchi, individual entrepreneur, operating under the brand “Web Ressources” and whose head office is located at chemin du Salève 9, 1004 Lausanne, hereinafter referred to as the “DESIGNER”, define the terms and conditions under which the services are offered by the DESIGNER to the client, hereinafter referred to as the “CLIENT”, who accepts these T&Cs by accepting the DESIGNER’s service offering.
These conditions are supplemented by specific conditions formalized in the offer and are intended to define the terms in which the customer benefits from the service.
All of these services are subject to the following general conditions, unless otherwise provided for in certain specific conditions explicitly defined and accepted by the parties. The customer acknowledges having read the general conditions and declares to accept them without reservation.
2 – CONFIDENTIALITY
The signatory parties hereto undertake mutual confidentiality with respect to information to which they may have access in the context of the execution of these presents and concerning technical, commercial, IT or other data. The parties thus undertake to preserve the confidentiality of all information and documents that they may hold. This confidentiality clause extends to all members of staff with whom all necessary measures must be taken to comply with this obligation.
3 – SITE DESIGN – SPECIFICATIONS (Optional)
It is agreed between the parties that the DESIGNER and the CLIENT will draft specifications which will specify the client’s needs and describe the characteristics of the site, its functionalities, the work schedule, the style of the graphic line, the software used. Email exchanges with these descriptions are also considered specifications, if there are no specifications strictly speaking.
By mutual agreement between the parties, the site will be created on the basis of the specifications produced. Any request for modification will be taken into account and integrated according to specific conditions. The DESIGNER undertakes to create the pages of the CUSTOMER’s site, based on all the visual elements and texts that the CLIENT will provide (texts in digital form only). Any other request not expressly provided for in the special conditions will be subject to study and will be subject to an additional cost.
4 – RESERVATION OF DOMAIN NAMES
The CLIENT or the DESIGNER carries out all domain name reservation procedures with the competent organizations, according to prior agreement.
5 – SITE HOSTING
As a general rule, the DESIGNER uses the company specializing in website hosting Infomaniak SA, to host the CUSTOMER’s site. The DESIGNER rents a private cloud server from the company Infomaniak SA. As a result, he becomes the technical referent for the CUSTOMER for everything relating to his hosting. The CUSTOMER will not be able to go directly to Infomaniak SA. Legal ownership of domain names will remain in the hands of the CUSTOMER. In certain cases, where the CLIENT’s hosting must be done outside Switzerland, the DESIGNER may call on French companies, such as OVH for example.
The DESIGNER cannot under any circumstances provide any guarantees other than those provided by the hosting company. The designer disclaims all liability in the event of inaccessibility or loss of content on the client’s site. No compensation will be granted in the event of server failure or loss of data. In the event of a problem on the site, the DESIGNER may restore the last backup of the site or database made at the express request of the client. Responsibility for server management lies with the hosting company. The CLIENT declares that it will do everything in its power to avoid introducing a virus or other harmful computer system onto the rented server. The DESIGNER declines all responsibility in the event of infection of the server by the client.
If the CLIENT decides to no longer use the services of the DESIGNER for the management of their site and the site is hosted on the Web Resources server, the CUSTOMER can recover a complete backup of their site and database. The hosting will then be canceled on the DESIGNER’s server and the CLIENT must have their own hosting. With regard to products such as e-mail or domain name, the DESIGNER may transfer ownership rights to the CUSTOMER.
6 – DATA BACKUP AND ARCHIVING
The DESIGNER is not required to keep, beyond one month after being put online, the manufacturing elements provided by the CUSTOMER. The DESIGNER undertakes to back up the site and its content once the site is online. The DESIGNER is then responsible for making the backups necessary for the rapid recovery of the site in the event of a major problem.
7 – MAINTENANCE AND ANNUAL SERVICE
Maintenance is of three types: 7.1. Corrective maintenance: The DESIGNER undertakes to ensure technical corrections to be made to the site concerning possible operating anomalies of the site and in particular: conformity of hypertext links with the specifications and proper functioning of the installations made by the DESIGNER.
7.2. Scalable maintenance: The DESIGNER can provide the CUSTOMER with scalable maintenance consisting of the addition of news texts, newsletter management, regular modification of images or banners, addition of merchant products, addition of photos in an image gallery, etc. If the parties decide to opt for scalable maintenance, they undertake to agree on a quote independent of these or on a detailed description provided for in the specifications and including the technical details and the frequency of the required maintenance as well as its cost.
This maintenance does not cover modifications concerning computer programs (addition of functions to the site) or graphic design (logo repair, creation of images not provided for in the offer.)
7.3 Security maintenance: The DESIGNER keeps the Joomla system as well as its components and plugins up to date, as soon as they are released on the web, in order to maintain a maximum level of security at the level of the site as well as the server on which it is located.
8 – ANNUAL BENEFIT
The DESIGNER provides an annual service which includes site hosting, email addresses, domain name, system security updates (Joomla, components, plugins), daily backups of the site + database, security monitoring (anti-piracy), as well as licenses for additional paid components and/or plugins.
This annual service is invoiced at the same time as the price of the site upon acceptance of the offer, at the price indicated in the offer made to the CLIENT. The period of the annual service begins on the date stipulated in the offer, even if the site is not yet operational. It is tacitly renewed each year on the same date, except in the event of termination by the CUSTOMER, with two months’ notice by mail or e-mail.
9 – PLANNING (WORK SCHEDULE)
The DESIGNER undertakes to complete the site within a time limit agreed to in the special conditions, which runs from acceptance of the order by the DESIGNER and payment of the deposit. The CLIENT undertakes to provide the elements (texts, images, necessary information) upon signing this document. He also pays a deposit, the amount of which is provided for in the special conditions.
10 – INTANGIBLE PROPERTIES
Signature of the site: The contact details of the DESIGNER will appear as a “signature on the site” but these can be withdrawn at any time at the request of the CUSTOMER. In particular, the CUSTOMER who wishes to modify the site must inform the DESIGNER so that the latter can decide whether or not he wishes to leave his contact details on the modified site. The CUSTOMER grants the right to use his company name as a customer reference on the DESIGNER’s website.
10.1. Copyright – The texts or documents transmitted for the development of the site and its updating are the exclusive property of their authors and may only be reused, even on a non-public and non-commercial basis, with the written consent of the author concerned. The CLIENT is not the owner of the installations (data center, network, servers, hard drives, etc.) nor of the software made available to it for the use of the services during the duration of the service.
10 bis – TRANSFER OF PROPERTY
Payment of the balance of the site is due in full before the transfer of ownership of the site to the CUSTOMER. Until the balance is paid in full, ownership of the site remains in the hands of the DESIGNER. Once full payment is received, the DESIGNER will transfer ownership and rights associated with the site to the CLIENT. The CUSTOMER agrees not to use the site commercially or otherwise until ownership has been transferred.
11 – ORDERS AND PAYMENT TERMS
11.1. Orders
An offer will be established in order to set the essential conditions for future services between the parties. Following this offer, if the CUSTOMER accepts it, he must confirm the terms by a firm and definitive order by signing the offer, in writing or by email. Any order that is not accepted in writing or by email by the DESIGNER will be considered null and void.
11.2. Payment terms
A deposit of 50% of the total agreed amount is required upon signing the offer. The balance is payable 10 days upon receipt of the final invoice, once the work is completed, but no later than 60 days after the start of the work. The site will only be opened to the public after receipt of final payment from the CUSTOMER.
12 – OBLIGATIONS OF THE CLIENT
The client undertakes to provide the DESIGNER with all the documents and data to be integrated into the site, respecting the timetable agreed between the parties, and to respond within a sufficiently short time to requests for additional information. Otherwise, non-compliance with delivery times cannot be attributable to the DESIGNER. Be the holder of a right of ownership or a right of use or license for the brands, patents, software used or cited on the site, be the holder of a right of ownership or use of artistic works, spirit, drawings, graphics, logos, music, photographs, etc. as well as all intangible or intellectual property rights that may relate to the data.
Collaborate with the DESIGNER in the creation of the site by providing him with any document or information that may be requested by the DESIGNER, in particular FTP access to the site server and access to the database which will be used if hosting is not included in the service.
13 – OBLIGATIONS OF THE DESIGNER
The designer undertakes to carry out tests before putting the site online, and to ensure corrective maintenance under the planned conditions.
14 – MORALITY AND RESPECT FOR LAWS, REGULATIONS AND THIRD PARTY RIGHTS
If the client presents immoral elements on his site, in apparent violation of laws, regulations or third party rights, the DESIGNER has the option of immediately interrupting his service. In serious cases (pedophilia, trafficking or sale of illegal products or substances or prohibited or non-commercial goods, etc.) the DESIGNER of the site concerned will have the possibility without delay to notify the police services and this without any request for compensation or damages being claimed from him in any form whatsoever. The amounts due under the offer will then be immediately due.
Even in the event of compliance by the CUSTOMER, the DESIGNER may refuse to continue its contractual relations with the CLIENT without any claim for damages being claimed by the CUSTOMER, and without the CLIENT being able to be forced to do so. The parties recall in this regard that they establish these presents on the basis of relationships of mutual trust and that in the event of violation of morality, laws or the rights of third parties, the breach of trust justifies an immediate and definitive termination of the existing contractual relations between the parties which can only be renewed with the express agreement of both parties and on new contractual bases.
15 – TECHNICAL SUPPORT
The DESIGNER offers technical support by email and telephone, free of charge and limited to a reasonable number of telephone calls and messages per month. The DESIGNER’s telephone number is 078.691.48.60, reachable during the week from 8:00 a.m. and on weekends from 10:00 a.m. His email is [email protected]. E-mail support is provided constantly, with no guarantee of response on weekends and public holidays. Technical support only concerns the use of the site.
16 – WARRANTIES, LIMITATIONS OF LIABILITY AND SITE CONTENT
The DESIGNER guarantees that the services provided will be carried out in a professional manner and in accordance with industry standards. However, DESIGNER does not guarantee that the website will be free from errors, outages, performance or security issues, or service interruptions.
CUSTOMER acknowledges that DESIGNER shall not be responsible for any performance issues, failures, errors, security issues, or service interruptions resulting from factors beyond DESIGNER’s control, such as problems with Internet service providers, acts of hacking, or problems with CUSTOMER’s hardware or software.
When the CUSTOMER has the possibility of modifying all or part of the content of his site himself in real time, he alone assumes his responsibility in relation to the laws in force concerning the legality of the content. In no way can the DESIGNER be held liable in any way in the event of modification of the content of the site by the CUSTOMER or a third party. Furthermore, no compensation or damages may be requested for any moral or financial damage suffered.
The CLIENT declares that it knows the nature and complexity of the Internet network and in particular its technical performance and response times for consulting, querying or transferring information. Likewise, the CUSTOMER acknowledges that data circulating on the Internet is not safe from possible misappropriation. Therefore, communications of passwords, confidential code and generally any information that it considers confidential are made at its own risk. The CUSTOMER is solely responsible for the data that he consults, queries and transfers on the Internet, it being specified that this data may be regulated in terms of use or be protected by a property right.
17 – DISCLAIMER REGARDING NATURAL SEO (SEO)
When a standard natural referencing service is ordered by THE CLIENT, the DESIGNER undertakes to implement natural referencing techniques (SEO) to improve the visibility and positioning of the CLIENT’s website in search engine results. These techniques include, but are not limited to, keyword optimization, creating relevant content, and improving user experience.
The CUSTOMER understands and accepts that the DESIGNER cannot guarantee precise or constant positioning in the search results. SEO performance is influenced by various factors beyond the DESIGNER’s control, such as competition, search engine algorithm changes, and other external factors.
A guarantee can only be given to the CUSTOMER in the case of ordering a “high-end” referencing service, for more advanced referencing depending on the CLIENT’s field. The guarantee will be defined in the relative offer.
The DESIGNER cannot be held responsible for any drop in ranking or visibility due to changes in search engine algorithms, sanctions, or any other external factor that may influence SEO.
In the event of a significant drop in ranking or visibility that requires work to readjust SEO techniques, this work will be considered an additional service and will be billed separately, in accordance with current rates.
The CLIENT agrees that it will not hold the DESIGNER responsible for any loss of revenue, traffic or reputation due to variations in ranking in search results.
18 – FORCE MAJEURE
The parties are not responsible in the event of force majeure and in particular in the event of failure of the public electricity distribution network, strikes, wars, storms, earthquakes, failure of the public telecommunications network, loss of Internet connectivity due to public or private operators.
19 – SUBCONTRACTING
The DESIGNER reserves the right to use subcontracting for part or all of the services to be provided under this contract, without obligation to first inform the CUSTOMER. This provision ensures optimal flexibility in project management and allows the DESIGNER to adapt to the specific requirements of each mission, while guaranteeing the quality and continuity of the services offered. The DESIGNER remains fully responsible to the CUSTOMER for the proper execution of all services, in accordance with the terms of the contract. This responsibility covers both the quality of the work carried out and compliance with deadlines and agreed specifications, thus ensuring the CLIENT complete peace of mind regarding the completion of their project.
20 – TERMINATION OR EXIT CLAUSE
If the CUSTOMER withdraws and does not want to continue with his order, while it is being completed, a minimum invoicing will be applied based on the research and development work carried out by the DESIGNER. The deposit received after signing the order form will be deducted from the total amount to be paid. It will not be reimbursed under any circumstances, even if the research and development costs are lower than its total.
21 – RECEIPT OF THE WEBSITE OR OTHER MULTIMEDIA DESIGN
Receipt of the website, without complaint or dispute, will constitute final acceptance and the subsequent liability of the company Web Ressources, Frédéric Bianchi will be released in the absence of justified reservations formulated by the customer. After installation, any modifications at the customer’s request and in particular the services requested will be invoiced for time spent on the basis of 135 Swiss Francs per hour.
22 – DISPUTE AND JURISDICTION
In the event of a dispute between the parties, they undertake to first seek an amicable solution. In the event of failure of a negotiated solution, the parties expressly agree to grant exclusive jurisdiction to the competent courts located in Lausanne.
23 – PERSONAL DATA PROTECTION CLAUSE
In accordance with the Federal Data Protection Act (LPD) in force in Switzerland, Web Ressources undertakes to respect the confidentiality of personal data collected from its customers. The data collected, namely name, first name, address, telephone number and email address, are used exclusively for the purpose of processing customer requests, as well as for drafting offers and other administrative documents necessary for the commercial relationship.
Web Resources takes all appropriate security measures to ensure the protection of this data against any unauthorized access, modification, disclosure or destruction. Under no circumstances will personal data be shared with third parties without the explicit consent of the customer.
The customer has the right to access, rectify and delete his personal data. To exercise these rights, the customer can contact Web Ressources at [email protected].
The data will be kept for a period consistent with legal obligations and will not be kept beyond the period necessary to achieve the purposes for which they were collected.
24 – MODIFICATION OF THE GENERAL CONDITIONS OF SALE
Web Ressources reserves the right to modify these General Conditions of Sale at any time. Customers will be informed of changes by email before they are implemented. The changes will come into effect on the date indicated in the notification. Continued use of the services after this date implies acceptance of the new General Terms and Conditions. These modifications will only apply to contracts concluded after their entry into force. Current contracts will remain governed by the General Terms and Conditions in force at the time of their conclusion, unless explicit acceptance of the new conditions by the customer.
Last modification of the general conditions: 01.06.2024