General terms and conditions of sale

In the document below, LYLEE DESIGN, TROTTI is often referred to, for simplification purposes, as "the agency," and any company entering into a contractual relationship by requesting services from LYLEE DESIGN, TROTTI through the signing of a quote from LYLEE DESIGN, TROTTI or issuing a purchase order to LYLEE DESIGN, TROTTI will be referred to as "the client."

Article 1 – Services offered by LYLEE DESIGN, TROTTI
LYLEE DESIGN, TROTTI is a digital agency whose services primarily include:

• Creation of showcase and e-commerce websites,
• Definition of digital strategies and their implementation,
• Definition and implementation of web marketing campaigns including natural and paid referencing, emailing, inbound marketing,
• Marketing studies in all their forms,
  Definition and execution of communication campaigns involving offline communication methods,
  Definition and optimization of media campaigns through the purchase of space on all offline and online media.

Article 2 – Acceptance of the general conditions

As soon as a company signs a quote issued by LYLEE DESIGN, TROTTI or issues a purchase order accepted by LYLEE DESIGN, TROTTI, it is deemed to become a client of the agency and is considered to have acknowledged these General Terms and Conditions of Sale and accepted them without reservation before placing an order. The validation of the order therefore constitutes acceptance without restriction or reservation of these General Terms and Conditions of Sale.
The General Terms and Conditions determine the contractual conditions applicable to the provision of services offered by the digital agency LYLEE DESIGN, TROTTI to its clients.

Article 3 – Quotation or purchase order

The agency prepares a quote before any service provision specifying the work to be carried out, their nature, and purpose. Each quote is returned signed by the authorized person, dated, and accompanied by the mention "purchase order" as well as the company stamp by email or by post.
If it is a purchase order issued by the client, it will be accepted by the agency if it corresponds to the issued quote and must include the quote references, which will constitute acceptance of the General Terms and Conditions.
Each quote issued by the agency is valid for one month from its creation date.

Article 4 – Collaboration

The agency works with the spirit of supporting its clients, and all its actions contribute to providing the means to successfully complete its missions for its clients. The agency only undertakes an obligation of means.
The agency undertakes to provide a "project manager" correspondent to the client to successfully carry out the project defined by one or more quotes. Similarly, the agency undertakes to keep the client informed of the progress of the project.

Article 5 – Modifications and corrections on project works

The client may request corrections or modifications to any deliverable provided by the agency within the limit of two rounds of corrections or modifications. Any additional rounds of corrections or modifications will result in an additional quote.
Furthermore, any project such as the creation of a website exceeding a period of three months from the client's initial briefing will be subject to an additional quote.

Article 6: Client commitments

The client undertakes to provide the agency with all the necessary information for the smooth running of the project. Especially the information necessary for the realization of a website. Thus, texts, photos, videos, and illustrations must be communicated all at once prior to the website's realization.
The client must not compromise the smooth running of the project with an attitude contrary to full and complete collaboration. The client undertakes in particular to understand the technical problems that may arise from functionalities or information not clearly mentioned in writing at the start of the project.

Article 7– Project acceptance

When the project is delivered by the agency, the client must check if the deliverables correspond to the initially signed quote.
If any anomalies are noticed, the agency will make the necessary modifications and have the client sign a properly executed delivery document.
The agency expects to receive an agreement of conformity of its work compared to the initial quote, which will trigger the client's payment of the remaining amounts due and the fact that the agency will be released from any malfunction that may occur after this date.

Article 8: Financial conditions and payment terms

In exchange for the good and complete execution of the Services, the client pays, for each service, the price defined in the quote or purchase order. Prices are in euros and calculated excluding taxes; they will be increased by the VAT rate applicable on the day of the order.
Any amount due by the client for any service invoice must be paid either in cash for the deposit at the beginning of any service or payment of fees and within thirty days from the date of issuance of the corresponding invoice for any other service.
Any order will be subject to the payment of a fifty percent deposit of the amount of the services and the total charges of the purchase order. The work will commence after receipt of said deposit.
The balance must be paid upon final acceptance of the deliverable produced during the service.
In case of late payment, total or partial, penalties will be required. They are applied to each invoice plus CHF50.-.
The agency reserves the right to suspend the execution of ongoing services in case of late payment.
In case of termination of a project due to the unilateral decision of the client, for any reason whatsoever, the work already performed will be due, the deposit will remain acquired by the agency, and the balance of the quote referring to the work will be invoiced by the agency to the client.

Article 9 – Duration

The General Terms and Conditions will come into effect on the date of signature of the quote or purchase order, will apply for the duration of the execution of the service, and will end upon completion of the mission entrusted to LYLEE DESIGN, TROTTI. The provisions of the clauses relating to confidentiality and intellectual property will continue to apply after the end of the contractual relationship.

Article 10 – Miscellaneous provisions on IT services

Creation of showcase websites

The agency creates websites based on online software, often open source. The agency cannot be held responsible for any technical modifications made to any of this software by the provider who owns it. The same applies to the modification of code in a development language or a connection API to a payment system.

Creation of e-commerce and/or e-business websites

Similarly, the agency creates websites for the purpose of selling products or services based on online software, often open source. The agency cannot be held responsible for malfunctions caused by this software, and its liability is not engaged in any potential loss of turnover. The same applies to the modification of code in a development language or a connection API to a payment system.

Domain Names

The client remains solely responsible for the choice of the domain name, for prior research on any prior rights held by third parties, and solely responsible towards these third parties. The client will release the agency from any liability in case of legal action, or liability search in general, brought by a third party against, for any reason whatsoever, the domain name(s) in question.
In case of termination or suspension of the contractual relationship, the royalties and transfer fees of delegation will be borne by the client.

Hosting

LYLEE DESIGN, TROTTI also offers to host clients' websites through a third-party company.
The agency's responsibility cannot be engaged if the server of our provider is unavailable for reasons of force majeure, including notably the long-term failure of the public or private electricity distribution network, the failure of the public or private telecommunications network, the loss of Internet connectivity due to public and private operators on which the provider depends.
In the event of a serious incident affecting the proper functioning of the hosting platform, the agency will endeavor to take all necessary measures with its provider to ensure the continuity of service.
The agency cannot be held responsible for damages such as commercial damage, loss of clientele, loss of orders, or loss of brand image.
In any case, the amount of damages to which we could be condemned is limited to the annual amount of the hosting contract concluded.
The client is solely and entirely responsible for the content of the pages published on its site.
In this regard, and notably, the client undertakes not to host sites offering racist or illegal content and those having hyperlinks to such sites or contents whose nature would be defamatory or injurious. It is reminded that publications constitute intellectual works within the meaning of the Intellectual Property Code and are protected by copyright law.
Any violation of legal provisions engages the sole responsibility of the client.

Article 11 – Advertising Space Purchasing Services

The client may entrust the agency with a mandate to purchase advertising space. This will specify the media included in this service over time. The agency will be remunerated by a commission of 15 to 25% of the amount of the advertising space purchased. Everything will be recorded in an advertising space purchase quote where availability, formats, locations, visibility details will be recorded. Online advertising spaces have daily, weekly, monthly, quarterly, semi-annual, and annual packages. Prices are set directly by the platforms, and the agency manages the payment terms for them.
By advertising space purchase, it should be understood both online spaces from contextual advertising to banners and other online formats and all offline spaces of traditional media: magazine and daily press, cinema, television, radio, billboards, other outdoor and indoor media such as vehicle surfaces,..
Space reservations can only be made when the mandate and the quote are signed, approved "for agreement" with the company's stamp.
If the client provides the creative material themselves, they will remain responsible for its quality and compliance with applicable standards and laws.
The agency cannot be held responsible for audience results and technical problems encountered by the medium.

Article 12 – Intellectual Property

Intellectual Property Elements Provided by the Client

The client retains ownership of the intellectual property rights for all elements provided (logotype, texts, images, logos, graphics, photos, audio or video files, files and databases, software, etc.) to contribute to marketing and communication actions with the agency. The client declares themselves holder of the apparent rights attached to these elements and assumes all responsibility towards third parties.

Intellectual Property Elements Provided by the Agency

The agency remains the exclusive owner of all elements that exist prior to collaboration with the client.
The exploitation rights relating to creations that would be integrated into the agency's service provision are only granted to the client on a non-exclusive basis, for Europe and for the entire legal protection duration of intellectual property rights.
In particular, the client acquires no rights over the tools, methods, databases, and know-how used by the agency within the contractual relationship.

Property Reserve

The exploitation rights referred to in this article will only be granted upon the effective and complete payment of the price agreed upon in the quote or purchase order.

Article 13 – Confidentiality

The client and the agency undertake reciprocally to implement appropriate means to keep the strictest confidentiality about the information and documents designated as confidential by the other party, and to which they would have had access in the course of the contractual relationship execution.
We mutually undertake to enforce this obligation by our employees and any subcontractors.
Any exchange of confidential information will be made in writing signed by the party receiving confidential documents.
The confidentiality obligation will continue for a period of 12 months after the expiration of the contractual relationship. It will become void if the information designated as confidential falls into the public domain, is made public by the party that designated it as confidential, or by any third party but outside of any intervention by the party that received the information.

Article 14 – Client Reference

Unless expressly prohibited by the client, the agency is authorized to mention the name and reproduce the trademarks and/or distinctive signs on its own communication media and to assert the services that have been provided within the contractual framework.
A link will be set up on any website created for a client redirecting to the website of the agency LYLEE DESIGN, TROTTI, www.lyleedesign.com.

Article 15 – Liability – Insurance

Delivery Deadlines

The parties undertake to do their utmost to deliver their respective deliverables within the announced deadlines mentioned in the purchase order.

Content Responsibility

The agency cannot be legally responsible for content transmitted by its client.
The client undertakes to bear any procedure and to substitute in guarantee in case of a lawsuit brought because of content deemed unlawful or detrimental to third-party rights, both for any compensation and for legal fees (including attorney fees) and costs.

Liability for Commercial Damages

LYLEE DESIGN, TROTTI agency cannot be held responsible for direct or indirect damages, such as, notably, loss of profits or market loss or decrease in turnover arising from or being the consequence of the contractual relationship, nor damages caused to persons or property distinct from the object of the contractual relationship.
In any case, any action against us for direct or indirect compensation, on notably contractual or tort basis, in connection with the formation, execution, non-performance, interpretation, extension, termination, end or in any way related to these, cannot exceed in its quantum the amount exclusive of taxes billed that we will have billed you for the contractual relationship.
The agency cannot be held responsible for any delay, non-performance, or damages due to force majeure, fortuitous events, content delivery delays, or software version changes.

Article 16 – Termination

In the event of a serious breach by either party of the obligations under this contract not remedied within a period of 30 (thirty) days from the registered letter with acknowledgment of receipt notifying said breach, this contract will be terminated automatically without prejudice to damages which the parties may claim.
The fact that one of the parties does not invoke a breach by the other party of any of the obligations set forth herein shall not be construed as a waiver for the future of the obligation in question.

Article 17 – General Provisions

Subcontracting – Assignment of Contract

The agency may subcontract all or part of the service subject to the contractual relationship, knowing that the LYLEE DESIGN, TROTTI agency remains responsible for the proper performance of the services vis-à-vis its client.
The contractual relationship may not be assigned in whole or in part, for consideration or free of charge, by the client without prior written and express authorization from the LYLEE DESIGN, TROTTI agency.
The latter reserves the right to assign the benefits of these terms to any legal person of its choice.

Non-waiver

The fact that one or the other of the Parties does not invoke any of the articles, clauses, stipulations, or parts of the General Terms and Conditions shall not, in any way, be construed as an implicit waiver to avail itself of said article, clause, stipulation, or part of the General Terms and Conditions.

Fair and Good Faith Behavior

Each Party undertakes to always behave, vis-à-vis the other Party, as a loyal and good-faith partner and, notably, to promptly notify the other Party of any dispute or difficulty it may encounter in the performance of the contractual relationship.

Partial Nullity

If any provision of the General Terms and Conditions is declared null and void under a rule of law in force or a final judicial decision, it shall be deemed unwritten, but the other provisions shall remain in full force and effect.
Title of the clauses of the General Terms and Conditions of Sale
The Parties specify that the titles of the articles have been chosen for convenience only and must be considered as having no effect on their validity, interpretation, and/or the conditions of their performance.

Entirety of Contractual Provisions

All statements, negotiations, commitments, oral or written communications, acceptances, agreements concluded between the Parties prior to the effective date of the General Terms and Conditions, whether in writing or not, and relating to the same subject matter are cancelled and replaced in all their provisions by the General Terms and Conditions. The General Terms and Conditions and the accepted quote constitute the entirety of the terms of the agreement entered into between the client and LYLEE DESIGN, TROTTI.

Domicile Election

For the execution of the General Terms and Conditions as well as its consequences, the Parties respectively elect domicile at the addresses mentioned in the quote.
Any modification of the registered office or address of one of the Parties shall only be binding on the other Parties 15 (fifteen) days after such modification has been duly notified to them.

Applicable Law and Jurisdiction

The validity, interpretation, execution of the General Terms and Conditions of Sale and the resolution of any dispute relating thereto are governed and interpreted in accordance with Swiss law.
Any dispute relating to the validity, interpretation, application (including its partial or total non-performance and/or late performance), termination (as well as its consequences and follow-up), of the Contract shall be submitted to the jurisdiction of the Tribunal de Nyon (Vaud).