Terms & Conditions.

Acceptance.

It is not necessary for a customer to have signed an acceptance of these terms and conditions for them to apply. If a customer accepts a quotation, the customer will be deemed to be satisfied with the applicable terms and accepted these terms and conditions in their entirety. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.  This Agreement shall be written and executed in the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict English version shall prevail.

Project Details & Delivery.

Company will build solutions/services for client according to the description laid out in the offer/proposal. Any additional features, pages, or other changes to project requirements may affect the timeline and costs laid out in the proposal and will require a separate change order document. Company will build solutions at its own server by creating a subdomain e.g., https://projectname.professionaldesigners.ch and upon successful completion of the project and hence the related payments, project will be transfered to clients’s domain, resulting in deletion of the subdomain at Company’s server.

For website design & website maintenance packages, during the duration of the contract, the Client agrees that company will be the sole provider of management services for the web site, and no other party will have access to or rights to change the web site. If a party other than company makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified below. After the allocated hours as per the package chosen are expired, a new contract/agreement will come into effect upon mutual agreement. Any additional features, pages, or other changes to project requirements may affect the timeline and costs laid out in the proposal and will require a separate change order document.

Upon receipt of finished work, it must be checked by the client and any claim must be reported within 10 days. After this period, delivery is considered accepted and validated. After this period, Client should either buy a maintenance package or any additional requests for changes or updates will be considered and invoiced as a new work mandate. 

Company’s hourly rate is CHF 180.-, this rate will be doubled for work (if requested by client) on weekends. First visit to client’s place is complimentary, any frequent visits by the company to the client office / place of choice will be charged on hourly basis, company will inform the client in advance about these travel costs.  

REFUSAL OF DELIVERY
If the customer does not take delivery of the mandate, the company is entitled to invoice all of its services, after having notified the latter by mail or e-mail. Company have the right to take legal action against the client in case of non-payment. The computerized document ready for production is kept in archives at the expense and risk of the client, for a maximum of 3 months. Any costs incurred by the refusal to take delivery are the sole responsibility of the customer. Company assumes no liability for loss of data. A duplicate must be kept by the customer.

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via Swiss mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Material Provided By The Client.

All the content (text, translations, images etc.,) will be provided by the client. All works produced as a result of the above agreement will become the sole intellectual property of the client. Company reserves the right to keep the source development code (particularly source development code of online food ordering shops/apps will not be transferred to the client) and use visual representations of the final product as part of their project portfolio. As all the content (text, images, translations etc.,) will be provided by the client, hence the company will not be responsible for the legal, copyright, proprietary rights of the provided content. Client agrees to indemnify, defend and hold harmless Company from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

Chaslay Ordering System.

Chaslay system is provided on monthly rental basis or for a fixed percentage. The domain & hosting will remain property of the company, access to these will not be shared with the client, however, backoffice access of Chaslay will be shared with clients. Contract duration if not mentioned or agreed elsewhere will be 3 years from signing the contract or when the company is enagged for work.  With Chaslay ordering system, website & shops are provided on reduced prices, but the original value of the website is 3000 CHF and for online ordering system is 2000 CHF (shop, payment system, android application for printer), if a customer ends contract before the agreed term, the Client agrees to pay the full contract amount for the remaining period. This payment is due immediately upon cancellation, regardless of when the termination occurs.  

SwissPayout.

Terms and conditions related to sales of SwissPayout made through Professional Designers must be consulted directly on the official website of swisspayout.ch

Payment Terms & Costs.

Clients understands the importance of paying to Company in a timely manner and wants to maintain a positive working relationship with Company to keep the project moving forward. Payment terms are defined in offer/proposal.

Costs for late payment: After at least 2 written reminders, the case will be forwarded to a collection agency, which will charge a processing fee according to www.fairpay.ch

Payments for each invoice delivered by Company to Client are due within 15 days of receipt. In case of overdue payments, Company reserves the right to stop work until payment is received. All payment obligations are non-cancelable, and fees paid are non-refundable. Payment may be made by bank transfer or credit card. Credit card payments are subject to an additional 3.5% convenience fee. 

WEBSITE HOSTING & DATA CONFIDENTIALITY

Company host the websites at dedicated or shared hosting depending on the project mandate. Therefore, access to hosting panel is not provided to customers, only FTP access is provided if needed. In order to cancel the hosting, only company can do the transfer of the website and emails to new hosting provider, at a fixed costs of 400.- + TVA. Mobile Apps hosted by the Company have annual hosting costs of 100.- for iOS apps and 80.- for Android. Sunmi T2mini, Sunmi t2s, Sunmi V2  Sunmi V2sPlus & other hardware provided by the company for ordering system or POS carry only one year of warranty. 

All prices are given in CHF, excluding VAT unless it is explicitly indicated that VAT is included. Invoices from Company are payable within 30 days of the invoice date. If the user is in arrears with the payment, default surcharge of 5% per annum shall be charged. Reminders due to outstanding payments, along with further payment collection costs, shall be charged to the user at CHF 50 per reminder. Commpany reserves the right to assign unpaid invoice amounts to a debt collection company after sending a reminder without reply. If payment deadlines are not met, company may, after issuing one reminder and without giving advance notice, restrict or stop the Provision of the corresponding service, temporarily block the user’s access to the application, or terminate the contract with the user without notice or compensation. Client will be charged for the services during the suspension of the services. Company will not be liable to claims or losses / expenses arising during the suspension. Company has the right to make the payment of the arrears, in particular, a condition for releasing saved data or unblocking access.

Collection of Unpaid Invoices

If a client has an open invoice and fails to make payment after receiving multiple reminders, Professional Designers reserves the right to withdraw the outstanding amount directly from the client’s balance from payment terminal account. Prior notice will be provided before any such withdrawal, and any disputes must be addressed in writing within communicated days.

Term & Termination.

Termination of services by the customer must be requested in writing and will be effective upon receipt of such notification. Requests for termination of services by e-mail or telephone will not be honored until confirmed in writing. The client will be billed for work performed performed up to the date of the first notice of termination for payment in full within thirty (30) days.  For fixed term contracts, if the Client cancels the contract at any time before the completion of the agreed contract term, the Client agrees to pay the full contract amount for the remaining period. This payment is due immediately upon cancellation, regardless of when the termination occurs. The maintenance contracts should be cancelled 2 months in advance before the end of contract, moreover, they cannot be terminated early and are non-refundable. Client agrees to pay Company any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Company agrees to use the best efforts to minimize such costs and expenses. All payment obligations are non-cancelable, and fees paid are non-refundable. If client delays the project by staying non-responsive or not providing the input, Company has the full rights to cancel the project and invoice the client for the work completed so far. POS software is provided on rental agreement and is charged annually at 350.-CHF. In case of cancellation, Client will stop using the software, Company will ensure & help to de-install/delete the software.

Termination for any reason shall not affect the rights granted to Client by Company hereunder. Upon termination, Client shall pay to Company all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Company as of the date of termination, a legal course will be taken against the client. Also, Client agrees not to use any such material or the product of such Service, until Client has paid Company in full. Due to security & sensitivity of company’s dedicated server, access to backend will stay with the company and in case of cancellation, clients’ website transfer to a new server will be performed by the company, at a price of five hours.

Project Delivery & Changes.

Upon receipt of finished work, it must be checked by the client and any claim must be reported within 10 days. After this period, delivery is considered accepted and validated. After this period, any additional requests for changes will be considered and invoiced as a new work mandate. Company assumes no liability for loss of data. A duplicate must be kept by the customer.

REFUSAL OF DELIVERY
If the customer does not take delivery of the mandate, the company is entitled to invoice all of its services, after having notified the latter by mail or e-mail. Company have the right to take legal action against the client in case of non-payment. The computerized document ready for production is kept in archives at the expense and risk of the client, for a maximum of 3 months. Any costs incurred by the refusal to take delivery are the sole responsibility of the customer.

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via Swiss mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Right To Authorship Credit.

Both Parties agree that when asked, Client must properly identify Company as the creator of the deliverables. Client does not have a proactive duty to display Company’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Company. Client hereby agrees Company may use the work product as part of Company’s portfolio and websites, galleries and other media solely for the purpose of showcasing Company’s work but not for any other purpose.

Liability.

Company hereby excludes itself, its employees and/or agents from any liability for :

Loss or damage caused by any inaccuracy;
Loss or damage caused by any omission;
Loss or damage caused by delay or error, whether as a result of negligence or otherwise in the production of the website;
Loss or damage to client artwork/photos provided for the site.
It does not matter whether the loss or damage is the result of negligence or any other cause.

Governing Law And Dispute Resolution.

This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Company’s primary business location (the “Company’s Jurisdiction”). For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Company’s jurisdiction.

October 2022.