GENERAL TERMS AND CONDITIONS
1 - OBJECT
The following terms and conditions (hereinafter called « T&C ») shall apply to all services, including website development, (hereinafter called the « Services ») provided by CTM Network (hereinafter called « CTM Agency » or the « Seller »), registered office located in Switzerland (UID : CHE-400.766.469), to any person, company or entity, public or private (hereinafter called the « Client ») interested in the Services, hereinafter together called the « Parties » or individually called the « Party »; in conjunction with any relevant quotation (hereinafter called the « Quote ») provided to the Client by CTM Agency, unless otherwise agreed in writing. Acceptance of a Quote, purchase and/or use of the Services shall be considered acceptance of the hereof Terms and Conditions.
2 - SERVICES
1.The Services provided by CTM Agency include, but are not limited to « Corvid » development, web site configuration, integration of third-party applications or automation of actions.
2. The Services to be performed shall be described and detailed in the Quote sent by CTM Agency.
3. Services provided by CTM Agency shall be performed on an existing website.
4. CTM Agency shall not be responsible for the good functioning of the Client’s website host.
5. CTM Agency may use third party system, platform or application. However, the Seller shall not be responsible for the good functioning of those platform, systems or applications.
3 - QUOTE
1. The Seller shall send a Quote to the Client describing the Services and prices to be provided according to the Client’s requirements.
2. The Quote provides an estimate of the number of hours required to complete the Client's request. The hourly rates are also indicated.
3. The Quote shall contain an indicative delivery date.
4. The Quote shall be sent through a portal of the website where the Client can access by clicking on the link sent by the Seller by electronic mail.
5. The Quote and any form of proposal howsoever made by the Seller is subject to alteration and withdrawal by the Seller's notice to the Client at any time until any validation or Order arising there from has been agreed in writing by both the Client and the Seller.
6. Unless withdrawn by the Seller, the Quote shall be valid for a period of ten (10) days starting from the date of its issuance or any other period specified in the Quote
4 - ORDER
1. If the Client agrees with the Quote, the Client shall accept and validate the Quote via his account on the online portal, which will validate the order (hereinafter called the « Order »).
2. CTM Agency shall not be bound in any way whatsoever until the validation of the Quote by the Client.
3. The hereof T&C shall apply to any Order resulting from this Quote unless otherwise expressly agreed in writing by the Seller.
Based on the Quote, the Parties have exchanged, in full transparency, all the information of which they are aware of and which they consider to be essential for the Parties to agree on the Order.
4. The Client shall not add any new requirement after the acceptance of the Quote. If so, new requirements may be subject to additional costs.
5. The governing language of the Order shall be English or French language.
5 - OBLIGATIONS OF THE PARTIES
5.1 CTM AGENCY’S OBLIGATIONS
1. CTM Agency shall provide the Services described and detailed in the Quote and accepted by the Client.
5.2 CLIENT’S OBLIGATIONS
1. The Client must be of age.
2. The Client shall ensure that the content and the object of his website are in conformity with the Terms of Service of any third party platform, such as Wix.
3. The Client agrees to provide CTM Agency promptly with all necessary co-operation, information, data, access to website which may be required by CTM Agency to perform the Services.
6 - PRICES AND PAYMENTS
6.1 PRICES
1. The price of the Order shall be mentioned in the Quote as well as in the electronic mail sent after conformation of the Order.
2. Prices can be consulted at any time on the "Pricing" page of www.ctm-agency.com. Pricing may be modified at any time by CTM Agency but does not affect ongoing Offers, Contracts or Invoices.
2. The prices are fix dans firm during the period of validity of the Quote, unless otherwise specified in the Quote. However, the final invoiced amount may be different (higher or lower) than the Quote, due to possible unexpected circumstances encountered during the work, regardless of the will of the Parties.
If the price of the total number of hours required to complete the Client's request exceeds the Quote, CTM Agency must notify the Client as soon as possible.
In the event of a difference between the Quote and the (to be) paid amount, the Parties shall pay the difference within 7 days after delivery.
3. Invoicing and payment currency shall be the Swiss Franc, unless otherwise stipulated in the Quote.
4. The price shall be presented inclusive of VAT (Value Added Tax). CTM Agency is currently not subject to VAT.
5. Upon receipt of the payment, CTM Agency shall notify the Client via electronic mail or via the website’s portal.
6.2 PAYMENT
1. Unless otherwise agreed between the Parties, 50% of the price shall be paid before the beginning of the work as an advanced payment.
2. When the Quote has been accepted by the Client, CTM Agency shall send an invoice to the Client through the website’s portal.
3. The invoice sent to the Client shall contain the Seller’s banking details.
4. CTM Agency only accepts payment by bank transfer.
5. Upon receipt of the payment, CTM Agency shall notify the Client via electronic mail or via the website’s portal.
6. The work shall only start after receipt of the payment by the Seller and receipt of adequate access to the Client's website and applications.
7. The remaining amount of the final price must be paid within 7 days after delivery. (See « DELIVERY » and «CONTROL OF DELIVERY »).
8. A discount may be granted on the total amount of the invoice if the total amount of the quotation is paid in advance, before the beginning of the work. This applies only during special discount time periods that would be mentioned on the pricing page. The discount rate would also be specified on the pricing page.
7 - DELIVERY AND CONTROL OF THE DELIVERY
7.1 DELIVERY
1. CTM Agency shall indicate in the Quote and the Order an estimated date of delivery. However, CTM Agency shall not be liable in case of a delivery coming after the estimated date of delivery.
CTM Agency shall do its best efforts to deliver the Services within the estimated date of delivery.
2. Whenever the Services to be provided by CTM Agency are terminated, the Seller shall either send an electronic mail to the Client or indicate it on the website’s portal so that the Client can be notified.
3. On completion of the work the Client will be notified and have the opportunity to review it on the « preview » section of the Client’s website. The Client shall be responsible for the publication and any modification of the Services performed by CTM Agency.
7.2 CONTROL OF DELIVERY
1. When delivered, the Client may request modifications on the delivered Services within seven (7) days after the delivery.
2. Any modification requested by the Client within the 7-day-period exceeding the scope of the Order shall be subject to a new Quote.
3. Without a written acceptance from the Client, the delivery shall be deemed accepted after this period of 7 days.
4. Once accepted, or deemed accepted, the work cannot subsequently be rejected and the contract will be deemed to have been completed.
4. Once the delivery accepted, or deemed accepted, the remaining amount corresponding to the number of hours undertaken to complete the work must be paid within 7 days.
5. Any additional request from the Client above those 7 days shall be subject to a new Quote.
8 - WARRANTY
1. If there is no maintenance contract, the Client shall benefit a warranty of 7-days, from the date of the delivery, to request any modification within the scope of the Services provided.
2. As an option, the Client may request a maintenance contract that extends the warranty and services provided by CTM Agency after delivery. In this case, CTM Agency will send a detailed maintenance contract to the Customer, which must be signed by both Parties. A maintenance contract is based on a percentage of the total price of the developments undertaken by CTM Agency and is billed annually.
3. Nothing in this Terms and Conditions excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited.
9 - LIABILITY
1. To the fullest extent permissible by law, CTM Agency shall not be liable for:
any faults or defects in any services or goods provided by third parties in connection with this T&C; or
any Force Majeure event which results from a cause beyond the control of the affected Party which cannot be reasonably planned and the effects of which cannot be avoided with appropriate measures, and prevent the Party to perform its contractual obligations; or
any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not CTM Agency knew of the possibility of such loss and whether or not such loss was foreseeable.
any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.
any malfunctioning of any third party system, platform or application
2. To the fullest extent permissible by law, in no event will CTM Agency’s liability exceed the amount actually paid by the Client to CTM Agency for the Services.
10 - INDEMNIFY
The Client shall indemnify, defend and hold harmless CTM Agency in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
any breach of this Agreement;
Client’s negligent acts or omissions; or
Client’s use of the Services, including any third party claims made in connection with or arising out of the Clients use of the Service, other than use in accordance with the hereof Terms and Conditions.
11 - CONFIDENTIALITY
Each Party shall keep all information and documentation received from the other Party in the framework of the Quote and the resulting Order (hereinafter called the “Confidential Information”) in strict confidence and shall not disclose any part of the Information to any person other than its employees who need to know such Information to provide the Services.
Each Party shall not use any Confidential Information for any purpose other than the performance of its obligations under these T&C. And each Party shall not disclose Confidential Information to any third party without the prior written consent of the other Party. This clause shall survive the termination of these T&C for whatever cause for a period of five (5) years from the date of expiration of the last obligation under the said Order or termination of the same.
12 - SUB-CONTRACTOR
1. CTM Agency reserves the right to subcontract any Services that the Parties have agreed to perform for the Client.
2. However, subcontractors ensure not to disclose any confidential information to any third-party.
13 - INTELLECTUAL PROPERTY RIGHTS
Any and all information and data contained in any document or support of information supplied by CTM Agency to the Client under the Quote or in connection with the Order shall remain CTM Agency’s exclusive property along with all intellectual property rights and copyright attached thereto.
The Client shall not make any use of the information other than for the purpose of making an internal evaluation of the Quote.
The Client shall not acquire any Intellectual Property Rights (hereinafter called « IPR »), on any of the Services provided, developed or edited by CTM Agency.
The Client shall not be able to cease, transfer or sell its Intellectual Property Rights without CTM Agency’s prior written consent.
14 - PERSONAL DATA
Each party shall comply with any applicable data protection regulation that may apply to the performance of the Services.
15 - TERMINATION
1. Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Order has been achieved, unless it is terminated earlier.
A Party may terminate this agreement by notice in writing to the other Party if:
the other Party commits a material breach of this agreement that is capable of remedy and fails to remedy that breach within (14) days after receiving notice from the other Party to do so;
the other Party commits a material breach of this agreement that is not capable of remedy; or
the other Party becomes insolvent.
2. We may terminate this agreement if:
the Client do not provide any information or materials requested within a reasonable time after being asked to do so; or
CTM Agency considers that mutual confidence and trust no longer exist.
3. Upon termination of this Terms and Conditions :
CTM Agency’s obligation to carry out the Services ceases;
each Party’s rights and obligations accrued prior to termination are not affected;
any unpaid invoice owed to CTM Agency must be paid;
each Party must immediately return to the other party (or destroy or delete as the other Party directs) all Confidential Information of the other Party in its possession or control, except to the extent that the Party needs to keep such information to comply with its record-keeping obligations.
16 - PUBLICITY AND PROMOTION
The Client agrees that the Services provided for the Client may be presented in CTM Agency’s portfolio. The Client shall explicitly give the authorization to CTM Agency.
17 - SERVICE CLIENT
The Client shall be able to contact CTM Agency if needed by :
the website : http://www.ctm-agency.com electronic mail to the following address : agency@ctm-network.com
18 - GENERAL CONDITIONS
1. These Terms and Conditions constitute the entire agreement between the Parties.
A failure or delay by a Party to exercise any right or remedy provided under this Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
2. In case of interpretation difficulties between the titles of an article and its content, titles shall be declared non-existent as the content shall prevail.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Terms and Conditions shall be unimpaired and the T&C shall not be void for this reason.
3. CTM Agency reserves the right to change or modify the hereof Terms and Conditions at anytime by general notice on a page of the Website, by email or by any other method of communication.
However, in case of any change of the hereof T&C after the acceptance of the Order by the Client, the new Terms and Conditions shall be accepted in written by the Client. In case the Client does not accept the modification, the old version of the T&C which was accepted by the Client shall apply.
19 - APPLICABLE LAW & COMPETENCE
1. Subject to International conflict of law rules, the hereof Terms and Conditions shall be governed by the Swiss Law.
In case of dispute arising between CTM Agency and the Client, in regards to the interpretation, performance of termination of the hereof Terms and Conditions, the Parties undertake to settle amicably the dispute.
If no agreement is reached, it will be offered the faculty to settle the dispute through a conciliation procedure which will be done in loyalty and good faith in order to reach an agreement.
2. The Party wishing to set the conciliation procedure shall priorly inform the other Party through registered letter with acknowledgement of receipt which will contain the elements of conflict.
Conciliation shall not be mandatory as either Party shall be able, at any time, to stop this process.
In case the conciliation would fail or would not occur, the Parties shall go before the competent court.
3. At each of the above described steps, the proceedings shall be conducted in the English or French language.
