General Terms and Conditions

Applicability

The present Terms and Conditions apply to the web site located at www.davaii.ch. By sending a request and using any service provided by www.davaii.ch, hereinafter referred to as “the Agency”, you, hereinafter referred to as “the Client”, acknowledge that you have read, understood and accepted, the present Terms and Conditions.

Services are provided not solely by the Agency, but conjointly by independent professionals engaged by it. In all cases, written agreement and communication is with the Agency exclusively. Any terms to the contrary issued by the Client are expressly excluded.

The Agency is entitled to amend or supplement these Terms and Conditions at any time, without prior notice. The revised/modified Terms and Conditions shall be posted on its website immediately. Any additional agreements, assurances or alternative agreements, as well as amendments and additions to the present Terms and Conditions, must be made in writing to be valid.

Consultation Fees

The fee for the first scheduled online or telephone consultation is CHF 125. The fee for a first scheduled consultation in person is CHF 185.
An additional professional fee of CHF 40 will be charged for consultation extended over 60 minutes, up to 90 minutes.

Project Initiation

The initiation of the project between the Agency and the Client requires 1) the approval, in written form, of the proposal with an estimate outlining the scope of services and estimated fees, hereinafter referred to as Proposal/Estimate, 2) the content that is needed to be used in the project (text, images, videos, logo, etc.) and other essential elements (e.g., account login information), and 3) the payment of 80% of the project cost.

Revision and Alterations

Additional work requested by the Client after a Proposal/Estimate has been approved in writing will be considered a revision or an alteration. If the work changes to an extent that substantially alters the specifications described within the original Proposal, the Agency can submit a Proposal’s revision to the Client, and a revised further fee must be agreed by both parties.

If design preference stated in the discovery phase was not met, the revisions will be made free of charge. If the Client develops preferences or changes his/her mind after designs approved, revisions are billed at standard CHF 125 hourly rate.

Unless otherwise specified within the Proposal, sub-pages of any website will use the same overall design as the home page. Formatting requests for sub-pages will be considered, but will not be guaranteed. If the Client requires specific appearance or formatting for sub-pages, this request should be made at the time of the initial Proposal and may incur additional fees.

Content and Copyright

All text, images, and videos used as content must be provided by the Client (unless the Client has requested the Agency for content development). Text must be selectable as actual text instead of flattened images. Images should be Hi-Res and editable. The Agency accepts Adobe Photoshop PSD, JPEG and TIFF files, Adobe Illustrator AI, EPS, or PNG files, and Microsoft Word files. All text and images must be labeled with the name of the page on which it will be displayed. Content may not be submitted as paper copies. Any files that do not meet the minimum requirements solicited by the Agency will be rejected. Additional images/graphics preparation fees may apply to the Client provided files.

The Client must have ownership or written permission to use all content he/she provides for use. It is up to each Client to ensure his/her design and/or content does not infringe on any trademark, service mark, or copyright laws.

The Agency is not accountable for intellectual property infringements on behalf of the Client and will not be responsible for submitted content.

Errors and Omissions

It is the responsibility of the Client to carefully check the produced work delivered by the Agency for accuracy in all respects. The Agency is not liable for errors or omissions due to the lack of information of the client or liable for errors after the submitted work was presented and accepted. The Client’s writing approval of deliverables (e.g., project, task) is required for implementation.

Ownership of Website Domain

Website domains are leased from domain name registration companies. When the Agency registers a domain name for the Client, that registration will be made in the Client’s name. Upon payment of any outstanding fees, the Client has the right to use that domain name, regardless of whether he/she chooses to continue further services with the Agency. Domain name renewal and renewal fees are the responsibility of the Client.

If the Client chooses to have the Agency renew the domain name on behalf of the Client, an additional service fee will apply. The Client is advised to closely monitor the renewal date of a registered domain name and to verify that the renewal of said domain name has been completed. The Agency is not responsible for expired domain names.

Ownership of Registered Accounts

When the Agency registers any account for the Client, such as, but not limited to, Google and Social Media accounts, that registration will be made in the Client’s name.

For the Online Advertising Services, the Client will be asked to provide his/her billing details to be charged directly in order to have control over the amount he/she spends.

General Rights of Ownership

Upon completion of any project by the Agency and full payment by the Client, the Client is the owner of the produced work, described within the Proposal. This is, taking into account that the use of a domain, hosting, plugins or certain images (particularly when the Client has requested the Agency for content development) is rendered under a license for a limited time or relying on a payment. The Client may continue to use the produced work to promote the Client’s company or organization, regardless of whether he/she chooses to continue further services with the Agency. The Client does not have the right to resell the produced work to other companies.

The Agency reserves the right to distribute and/or publish promotional and marketing needs of any work produced for the Client, including mock–ups and presentations, as samples for the Agency’s portfolio, newsletter, brochures, and similar media.

The Agency agrees to store the content for a period of 6 months beyond the delivery of a project. Thereupon, the Agency reserves the right to discard them.

Timeliness Incentives and Penalties

The Agency will prioritize performance as identified in the Proposal, and will undertake commercially reasonable efforts to perform the services within the time line identified in the Proposal. The Client acknowledges and agrees that the project could be delayed, if the Client does not provide within the specified timeline, (a) content to be used (all text, photos, videos, and graphics), (b) other required elements (pre-existing logo or account login information, etc.), (c) deliverables approval in writing, and/or (d) written comments/corrections sufficient to identify the Client’s concerns, objections or corrections to the Agency. Any such delay caused by the Client shall not constitute a breach of any term, condition or the Agency’s obligations under these Terms and Conditions.

It is the Client’s responsibility to inform the Agency of any potential delays ahead of time. The Agency will work with the Client as much as possible to revise time lines, but the Agency may not always be able to do so. If the Client fails to handle the requests in a timely manner, their project will be placed on hold, and the Client will be billed for applicable fees to date.

The Agency is always happy to help the Client to get the project back on track. However, if the Client’s driven delays persist, the Agency will complete as much of the project as possible without the missing elements, and provide the Client with a final notice. If the Client fails to respond to the final notice within 5 business days, their project will be terminated, and the Client will be billed for the remaining balance of the stated project cost.

The Agency reserves the right to consider the project complete in its entirety and at that point invoice the Client for the remaining work.

Monthly Maintenance Plan

The Agency offers a Monthly Maintenance Plan for different services tailored to fulfill each Client’s needs with an initial six months minimum. After six months, Monthly Maintenance Plan will be automatically prolonged for the next six months or may be cancelled by a written notification.

Routine maintenance requests that fit into the individual Monthly Maintenance Plan are generally completed in about two to three business days.

No service or standard of service is implied unless it is established in writing in the Proposal. The Client must ensure that any specific request (such as a particular social networking tool used, etc.) is included in writing in the Proposal. If the Client on Monthly Maintenance Plan requests other work than specified in the Monthly Maintenance Plan, he/she will be given an estimate and, if approved, the additional work will be completed at a rate of CHF 85 per hour.

The Client who is not on Monthly Maintenance Plan may request updates at full rate of CHF 125 per hour.

Monthly Maintenance Plan fees are separate from hosting, domain, plugins fees.

Limitation of Liability

The services and the work product of the Agency are sold “as is.” In all circumstances, the maximum liability of the Agency to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of the Agency.

In no event shall the Agency be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Agency, even if the Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Confidentiality

Each party acknowledges that it may receive certain confidential or proprietary technical and business information and materials of the other party, including, without limitation Preliminary Works, hereinafter referred to as “Confidential Information”. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

Payment and Billing

It is the Agency’s policy to provide the Client with a written Proposal/Estimate for review and acceptance. It is the Client’s responsibility to review the Proposal/Estimate and request any changes or additions in writing before the final estimate for the project.

All payments due under this Agreement will be paid in CHF Swiss Francs.

The Client agrees to pay the Agency in accordance with the terms specified in the Proposal/Estimate. All projects require an advanced payment of 80% of the total cost before work can begin. Unless otherwise specified, all subsequent balances due are payable upon final approval. Outside purchases such as, but not limited to, illustrations and videos, and the Client’s requested changes are billed additionally. The Agency reserves the right to charge a rush fee for any project to be completed in less than the specified turnaround time in the Proposal.

Invoices for Monthly Maintenance Plan are emailed on the 20th of the month to the billing address or email on file for your account. Invoices for other services are issued upon completion of work requested. Invoices are payable within 30 days.

Depending on the nature of a project the Client will be given a timeline for providing required deliverables, such as content, deliverables approval in writing, and/or written comments/corrections, etc. If the Client falls behind the provided time line the Agency will work with the Client as much as possible to get back on track. However, if the Client falls more than 15 days behind the Agency reserves the right to suspend the project and bill the Client for all work produced to date. If a project falls more than 30 days behind the Agency reserves the right to terminate the project and bill the Client for the entire project balance. The Client who had his/her projects suspended or terminated must pay any outstanding balance plus any applicable charges before the Agency continues any work on his/her project.

The Agency retains ownership of all services until payment is received in full.

The Agency reserves the right to immediately disconnect any account and withhold materials and files until the balance is paid in full.

Payments received after the due dates are subject to a CHF 50.00 late fee.

In the case that the Agency increases the Service fees, this will be notified by email. Any changes made to the Service fees will apply at the beginning of the next billing period. If the Client does not cancel the service, it is understood that the Client accepts the new Service Fee.

Termination

If the Client changes his/her mind about doing work with the Agency during the course of the initial development phase, the client will be billed a fee equal to 30% of the total project cost and is responsible for any applicable hours completed to date. Depending on the amount of work completed at the time of cancellation, as well as any payments received to date, this may mean receiving a full refund, a partial refund, no refund or owing additional fees.

If the Client wishes to terminate the Monthly Maintenance Plan, he/she must cancel the subscription, by writing.

In order to protect the Client from unintentional service interruption, the Client wishing to terminate any services must request the service termination in writing.

Refusal of Service

The Agency reserves the right to decline to provide services to any Client for any reason.

Non-solicitation Agreement

The Client undertakes, for the duration of the Parties’ collaboration and a period of three years thereafter, not to solicit any professionals working at the Agency or as a subcontractor for the Agency away from the company, or to employ them without the consent of the Agency in work related to the previous offer/s. The Client undertakes to pay a contractual penalty of CHF 50,000 for each case of culpable non-compliance with this clause. The payment of a contractual penalty does not release the Client from their duty to comply with the non-solicitation agreement.

Applicable Law / Place of Jurisdiction

The present Terms and Conditions are governed by the Swiss Law. The provisions of the Swiss Code of Obligations in its German version (Obligationenrecht) otherwise apply. The place of jurisdiction for the Agency is Bern, Switzerland.

Severability Clause

Should individual provisions of the Terms and Conditions become ineffective or invalid, the validity of the remaining provisions shall remain unaffected. The ineffective or invalid provision must be replaced by the relevant statutory provision which most closely reflects the intended meaning of the original provision. The same applies in the event of any loophole.

 

01/2020

davaii.ch