1. SCOPE OF APPLICATION

This document describes the General Terms and Conditions of Sale (GTCS) of the company PSSST! Stifani (CHE 457.540.483), Chemin du Coin Borgne 10, 1337 Vallorbe (PSSST! Stifani).

The present CGV apply to the whole of the products as well as to the services realized by PSSST! Stifani. The contracts concluded with our customers are exclusively subjected to these CGV, which prevail on the conditions of sale of our customers. PSSST! Stifani is only bound by deviating terms and conditions if it has expressly agreed to them in writing. The customer must obtain the renewed agreement of PSSST! Stifani in each individual case.

These General Terms and Conditions of Business shall be deemed to have been accepted by the customer and shall be binding on the customer at the latest upon receipt of the products or (service) provision.

PSSST! Stifani is entitled to change, amend or supplement these GTC at any time; the most recent GTC, as made available on the website of PSSST! Stifani website or in any other way.

2. CONCLUSION OF A CONTRACT

Unless otherwise expressly stated, the offers made by PSSST! Stifani are non-binding, regardless of whether they have been requested or not (art. 7(1) of the Swiss Code of Obligations).

A contract is considered concluded only when the order has been confirmed in writing by PSSST! Stifani, with regard to the products and/or (service) provisions mentioned in the order confirmation and the conditions set out therein. In the event of any discrepancy between the two documents, the provisions of the order confirmation shall prevail over these GTC.

Any amendments or supplementary provisions must in any case be in writing. Electronic communications shall only be deemed to be in writing if the parties have so agreed.

3. DEFINITIONS

PSSST! Stifani / The Agency PSSST! / the Agency / PSSST!: means the PSSST! Stifani – whose registered office is located at 10, Chemin du Coin Borgne, 1337 Vallorbe, SWITZERLAND.

Client: designates any individual or legal entity who signs a quote drawn up by the Agency in paper or electronic format.

Services: refers to all the services of any kind provided in an estimate and performed by PSSST ! Stifani Agency for the client.

Supplier: designates any physical or moral person with whom PSSST ! Stifani Agency has subscribed a contract whose object is in connection with the proposed services.

Internet: set of networks of all sizes interconnected by the protocol IP.

Web site: structured set of pages in HTML format, composed of textual, graphic, photographic, audio or video elements in standardized formats.

Graphic interface: graphic structure of the website which contains in particular the logo and all the elements conferring its identity to the site: colors, forms, fonts, images present on all the pages, global layout.

Navigation system: set of hypertext links allowing access to the different contents of the website.

Maintenance: actions spread throughout the year and consisting in following and setting up the last versions of the modular elements which compose a website and which are, for the most part, edited and updated by external entities.

Redesign: includes a modification of the colors used on the site, a change of fonts, the addition, removal or modification of graphic elements.

Redesign of website: is assimilated to a creation of site with a new design, even if the contents and the tree structure of the menus can be taken again.

Image: any visual element not retouched by the Agency.

Graphic creation: any visual element created or retouched by the Agency for the client.

Web Space: means a storage space allocated by a provider for the hosting of each client’s website.

Publication: means the action of transferring the client’s website to a web space. Publication means delivery.

4. Quotation and performance of services
4.1 The Agency shall provide the Customer with a free quote, valid for one month, unless otherwise stated.

4.2 Any order from the Client shall be final and deemed accepted by the Agency once the quotation has been dated, signed and received by the Agency; and

4.3 The signature of the quote and its receipt by the Agency, as well as the payment of the deposit by the Client, shall confirm the order and trigger the positioning of the project on the Agency’s production schedule. Services can generally start within 1 to 3 weeks.

4.4 The Agency reserves the right not to start a service, or to suspend its execution as long as the payment of the installments has not been made by the Client.

4.5 Any request for additional service, not envisaged in the initial estimate, will be the subject of a free complementary estimate.

4.6 Any complaint of any kind whatsoever, to be valid, will have to be addressed to PSSST ! agency by registered letter with acknowledgement of receipt in the 7 days following the reception of the invoice corresponding to the concerned services. After this period, the services and their conditions of execution or payment are considered as definitively accepted.

5. Price of the services
5.1 The prices indicated on the estimate given to the Customer are expressed in Swiss Francs. They depend on the number and nature of the missions entrusted by the Client to the PSSST ! Stifani Agency.

5.2 The rates of the services proposed by PSSST! Stifani can be modified at any time and without notice. PSSST! Stifani also reserves the faculty to readjust its tariffs at the time of the renewal of subscriptions (contract of maintenance, referencing, hosting, community management) and in particular according to possible variations imposed by the organizations of recording, the monetary parities, additional taxes or any modification of tariff policy practised by the agency or by its suppliers.

5.3 All orders, regardless of their origin, are payable in Swiss Francs only, unless otherwise agreed between The Agency and the Client.

5.4 PSSST! Stifani shall in no case be held responsible for errors in the rates announced by the suppliers at the time of the establishment of an estimate and which would cause a modification of this estimate to the disadvantage of its client.

6. OBLIGATIONS OF THE CUSTOMER
6.1 For the proper execution of the contract, the Client undertakes to cooperate with the Agency, to answer any questions that may be asked of it and to provide all the elements necessary for the execution of the services that may be requested by the Agency as soon as possible. It is understood that any delay in providing the requested elements will have an impact on the timeframe for the performance of the services, which may no longer be met. The Agency shall not be held liable in this case.

6.2 The client undertakes to provide accurate and sincere information and to inform the Agency of any change in the data provided. The Client shall thus be solely responsible for any malfunctions that may result from erroneous information.

6.3 For the proper execution of the contract, the Client also undertakes to validate the graphic or functional models presented to it by the Agency as soon as possible. It is understood that any delay in the validation of these mock-ups will have an impact on the deadline for the provision of services, which may no longer be met. The Agency cannot be held responsible in this case.

Any change or addition requested after the validation of the graphic or functional models will be the subject of a new estimate and will have an impact on the deadline for the realization of the services, which can no longer be respected. The responsibility of the Agency cannot be engaged in this case.

6.4 The client must inform the PSSST! agency of any change in his personal situation (change of address, telephone number, email, bank account, etc.) in writing. The customer must be constantly reachable by e-mail, telephone and postal mail.

6.5 Any document, file, text, image, sound or video provided by the Customer as part of his obligation to collaborate must comply with the laws and regulations in force. In the contrary case, PSSST! reserves the right to refuse them.

The Client thus guarantees to the Agency that all the elements it provides are free of rights and do not in any way infringe on the intellectual property rights of a third party. Generally speaking, the Client guarantees PSSST ! against any recourse by third parties likely to claim intellectual property rights. In the event that PSSST ! Agency is called into question due to the infringement of a third party’s intellectual property rights by, the Client undertakes to indemnify PSSST ! for all damages, expenses and/or costs, including legal fees, which would result from any recourse referred to herein and any possible consequences.

The Client also agrees not to provide the Agency with any content directly or indirectly associated with: pornography and eroticism, pirated programs, racist, defamatory towards anyone or discriminatory in any way, character infringing on human rights in general, online gaming activity, violence in any form (human, animal or damaging to the environment), infringement of intellectual property rights relating to the works contained or disseminated, in full or in part on the customer’s web space.

7. OBLIGATIONS OF THE AGENCY
7.1 PSSST! Stifani undertakes to carry out the services ordered as soon as possible and to do everything possible to satisfy the Customer. It is an obligation of means.

7.2 The PSSST! Agency is released by right from any commitment relating to delivery times and consequently from any penalties or damages for delay:

– in the event that the delay is due to a case of force majeure or facts beyond its control

– in case of incapacity to work, due to illness or accident, of a PSSST! employee in charge of a project. Beyond 2 weeks, the Agency undertakes to assign the project to another collaborator in order not to delay further the progress of the services.

– in the event that the payment deadlines have not been met by the Client.

– in the event that the customer has not complied with its obligation to cooperate in accordance with Article 5 above.

In such cases, the delivery period shall be extended. The Client and the Agency shall agree on new deadlines.

In any case, delays in delivery will not in any way justify a request by the Client to cancel the contract.

7.3 PSSST ! undertakes to notify clients with projects in progress at least a few days before the company is closed for vacations. The period of closure can go from a few days to 4 weeks. Of course, the production schedule is shifted accordingly.

7.4 PSSST! cannot be held responsible for the loss of documents required for the execution of the ordered services. The client is required to send simple copies or documents without replacement value.

7.5 The Agency shall endeavor to provide its clients with the best possible advice on trademark registration, but this is only an obligation of means and it is understood that the Agency shall not be held liable in any way in the context of these services and in particular in the event of :

opposition proceedings of the client’s trademark before the INPI

action for invalidation of the client’s trademark registration

action to claim ownership of the client’s trademark

action for revocation of the customer’s trademark rights

7.6 In general, the Agency shall not be held liable in any way for its legal support services: procedures and drafting of legal documents. The Client thus undertakes not to bring any action for damages arising from these services.

7.7 In all cases, the liability of PSSST ! shall be limited to the amount of the Service.

8. TERMS AND CONDITIONS OF PAYMENT
8.1 The invoices issued by the Agency are payable within 5 days by bank transfer or by check to the order of :

Pascal Stifani
Chemin du Coin Borgne 10
1337 Vallorbe.

8.2 For each mission and unless otherwise stipulated in the estimate, PSSST! requires the payment of 30% of the total amount of the service at the signature of the estimate, 40% in the middle of the mission after receipt of the corresponding invoice and the payment of the balance when the service has been fully completed.

8.3 For an additional service within the framework of an ongoing assignment, and unless otherwise stipulated, the Agency requires payment of 50% of the total amount of the service upon signature of the estimate and 50% when the service has been fully completed.

8.4 For a recurring assignment, payment of the total amount of the Service shall be made each month, after receipt of the corresponding invoice.

8.5 Any delay in payment will give rise to penalties payable without the need for a reminder and calculated according to the legal rules in force.

8.6 In the event that a contract suffers 2 consecutive late payments, PSSST! reserves the right to claim the full amount of the sums due under the current contract and to suspend in parallel the execution of the services or to restrict the supply of the services until receipt of the payment of the sums due. Suspension of services does not exempt the client from payment of the full amount due and any surcharges applied. An invoice is considered overdue when payment has not been made 10 days after the invoice was issued.

9. Termination of the contract
9.1 Contracts must be terminated by registered mail with return receipt, by either party.

Periodic contracts must be terminated at least 15 days before their expiration dates, otherwise the principle of tacit renewal applies.

9.2 In the event of termination of several contracts, the Client shall send the Agency a separate letter for each of the contracts terminated.

9.3 If the customer withdraws and does not wish that PSSST! Stifani to continue the execution of the services while his order is in progress, the sums corresponding to the services already carried out will still be due.

10. REFERENCE TO THE CUSTOMER
The Customer authorizes PSSST! Stifani to mention its name or its corporate name, its brands and logos, as well as the graphic creations and photographs resulting from the services, for promotional or commercial purposes:

– In its commercial documents,

– On its website (www.pssst-communication.ch and www.pascalstifani.com ) in its web and mobile versions,

– On the Facebook, Instagram, Twitter and Linkedin pages.

And in general on all media intended for customers and prospects of the Agency

11. CONFIDENTIALITY
Each of the parties shall consider as confidential, for the duration of the contract and after its expiration, the information, documents, systems, know-how, formulas or data from the other party of which it may have become aware during the execution of the contract, and shall not disclose them to any third party whatsoever, nor use them outside the needs of the contract.

12. Applicable law and jurisdiction
These GTC and all PSSST! order confirmations and contracts are subject to Swiss law, excluding the provisions of private international law and international commercial law, in accordance with the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

The place of jurisdiction is Lausanne (Switzerland)