General Terms and Conditions of Web Sales (GTC) applicable to sales contracts concluded with Fricode Sàrl

1.  Parties to the contract

The term client refers to any legal or physical person who has required the skills of the FRICODE company for any creative project within the scope of the graphic designer/author/developer's skills. The term FRICODE refers to the provider.

2.  Purpose of the contract

The contract is drawn up by FRICODE. The contract establishes the commercial relationship between FRICODE and the client. An original signed by all parties is forwarded to the end client. The General Terms and Conditions are an integral part of the contracts between Fricode and the client. The General Terms and Conditions of the client or of a third party are not taken over or accepted. These terms and conditions are not to be considered as taken over or accepted even if Fricode does not expressly reject them. General Terms and Conditions of the client or a third party shall only be valid if Fricode has expressly recognised them in writing.

3.  Prices and statutory VAT

All prices quoted are exclusive of statutory VAT, unless expressly stated otherwise. In the event of a change to the statutory VAT rate during the term of the contract, invoices for services still due when the new VAT rate is applicable will be stopped and adjusted to the new VAT rate. The prices of the services are subject to change in accordance with the conditions of the contract.

4.  Contractual relationship

Requests for the production of web products must be submitted by the client to the service provider. The obligations between the parties begin with the signing of the contract by the parties concerned. The service provider will not start any development before receiving the contract signed by the client and a confirmation by e-mail or in writing of the validation of the project (layout). The contract proposal is valid for 30 days, after which it will no longer be valid or will require a new evaluation. The work to be done and the agreed specifications are based on the contract; thus a timetable will be determined by both parties.

5.  Processing and sending of files by the client

All files (text, fonts and images, structure and/or data model) must be submitted to the service provider before the start of development. Texts must be provided in electronic format without spelling mistakes. No text entry will be carried out by the service provider. FRICODE cannot be held responsible for any spelling mistakes in the texts provided by the client. After the final website is online, all productions and content insertions are the sole responsibility of the client.

5.1  The acquisition of images, printing or other sub-contracts not foreseen will be evaluated and invoiced separately by mutual agreement and after approval of the corresponding budget.

6.  Modification of the initial request by the client

The figures in the contract are based on the assumption that the workload and period in question are final in the document. Any new development to be carried out will be subject to a new quotation. After the initial contract has been signed, any new additional development will be considered a new request and therefore a new additional proposal.

7.  Change of deadline

Significant changes, rework, delays in decision-making or late delivery of documents by the client that are necessary for development shall postpone the delivery deadline agreed between the parties. Meeting the deadline will depend on the interaction of the client and the interaction activity of the project. The project may be extended depending on the response time. The client is therefore obliged to provide, in good time, all the information necessary for the work to be carried out on the agreed dates. In the event of failure to meet delivery dates, FRICODE shall not be liable for any delay in the work process.

8.  Transfer of rights

The transfer of the rights of use (back-office) by the service provider takes place as soon as the invoice is paid in full. Full payment of the invoice only entails the transfer of the rights of use and modification and in no case the right to distribute the development. The copyright of the works performed shall be the property of FRICODE. If this is not the case, the client must submit a separate written request.  

9.  Terms of payment

A project is invoiced in two instalments defined in advance in the contract. In the event that the client exceeds the time limit for transmitting the requested documents and information, FRICODE is entitled to invoice the full amount before it is put online.

9.1  Developments must be paid to the service provider within the time limit stated on the invoice. The client undertakes to respect the payment dates. In the event of non-payment, all collection costs will be charged to the client.

9.1.1  If the client is in default of payment, Fricode shall be entitled to claim damages of 5% from the date of payment and to suspend the project or to remove defects.

9.2 Billing and postage costs. Fricode may charge the client a billing fee, i.e. an amount per invoice, set as a percentage of the amount and/or in absolute value. The amount of these charges shall be announced, in a clear and appropriate manner, as part of the billing process. They may vary depending on the client's context.

10.  Force majeure

In the event of force majeure, such as accidents, server fires and other situations that cannot be prevented by man, the provider is not liable for damages. Concerns in case of external problems (e.g. server explosion, natural damage...). Wherever possible, start-up will require a delay and will be communicated by FRICODE to the client.

11.  Customer support

FRICODE will assign to a professional member of its team the responsibility for the overall monitoring and management of the project, with the aim of meeting the agreed deadlines and the quality of the services provided. The whole process is managed remotely by video-conference, telephone, e-mail or by a physical meeting previously agreed with the client.

12.  Promotion of creations

Unless otherwise agreed in writing, the service provider may distribute all creations produced, either for the client or for a third party for whom the client works, for the purposes of "presenting the creation" on all types of media (website, social networks, blog, newspaper, magazine, etc.) with no time limit.

13.  GTC

The service provider FRICODE may modify, add or delete provisions to these General Terms and Conditions of Sale without prior notice to its clients or third parties.

14.  Data protection

Client data is collected, processed and used in accordance with the provisions of the Swiss Data Protection Act (SR. 235.1).

15.  Litigation

All legal relations between FRICODE and the client are governed exclusively by Swiss law, unless other legal provisions are mandatory. The exclusive place of jurisdiction for all proceedings, insofar as a mandatory place of jurisdiction is not imposed by law, is 1700 Fribourg.