Last Updated: 30.12.2024
Table of Contents
- Definitions
- Contract Terms
- Client Obligations and Timeline Management
- Charges, Estimates, and Payment Terms
- Pass-Through Costs and Expense Management
- Project Execution and Delivery
- Change Request Procedures
- Intellectual Property and Ownership
- Confidentiality and Non-Solicitation
- Data Backup and Retention
- International Operations
- Insurance Requirements
- Emergency and Rush Services
- Long-Term Project Safeguards
- Suspension and Termination
- Regional Compliance
- Force Majeure
- Notice and Variations
- Dispute Resolution
1. Definitions
- “Company”: Agence 25, Rue de la Gare 13, Switzerland.
- “Customer”: The individual or entity engaging our services.
- “Deliverables”: All materials, designs, code, and documents produced as part of the project.
- “Project”: The scope of work detailed in the Project Proposal.
- “Pass-Through Costs”: Out-of-pocket and third-party expenses incurred by Agence 25 during the project, invoiced separately.
- “Third-Party Vendors”: External service providers engaged by Agence 25.
- “Force Majeure”: Any event beyond the reasonable control of Agence 25, including but not limited to natural disasters, pandemics, government actions, or vendor failures.
- “Rush Services”: Services expedited at the Customer’s request, including but not limited to weekend or holiday work, or deliverables with reduced lead times.
2. Contract Terms
2.1 Application
- These Terms and Conditions govern all services provided by Agence 25.
- Any modifications to these terms require written agreement between both parties.
2.2 Precedence
- These Terms supersede any prior agreements or understandings.
- Customer-provided terms apply only if explicitly agreed in writing.
3. Client Obligations and Timeline Management
3.1 Response Requirements
- Customers must provide feedback within 3–7 business days of receiving requests.
- Approvals must be given within 5 business days to maintain project timelines.
- Materials (e.g., images, text, content) must be supplied per agreed project milestones.
3.2 Delay Consequences
- First delay: Written warning.
- Second delay: 15% rush fee applied to delayed milestone costs.
- Third delay: 20% rush fee applied to delayed milestone costs.
3.3 Project Management
- Customers must designate a single point of contact for consolidated feedback.
- Feedback must be provided in written form to ensure accuracy.
- Mandatory milestone meetings will be scheduled to ensure alignment.
4. Charges, Estimates, and Payment Terms
4.1 Payment Structure
- 50% deposit to commence work.
- 25% payment upon design completion.
- 25% balance before final delivery.
- Payments are due within 30 days of invoice issuance.
4.2 Late Payments
- A 5% monthly interest will apply to overdue payments.
- Services will be suspended if payments are overdue by more than 30 days.
- Customers will bear responsibility for all collection costs.
5. Pass-Through Costs and Expense Management
5.1 Notification Process
- Pass-through costs exceeding 500 CHF/USD will be communicated to the Customer via email within five business days, along with a detailed estimate for approval.
- Customers must provide a response (approval/rejection) within three business days to avoid project delays.
- If the Customer fails to respond within three business days, Agence 25 reserves the right to proceed with costs under 2,000 CHF/USD to prevent project disruptions.
5.2 Approval Thresholds
- Costs under 500 CHF/USD: No approval required.
- Costs between 500–2,000 CHF/USD: Written approval required.
- Costs exceeding 2,000 CHF/USD: Requires a Change Order.
5.3 Common Pass-Through Costs
- Travel expenses (transportation, lodging, meals).
- Licensing fees (stock images, fonts, plugins).
- Courier costs for shipping physical materials.
- Third-party services (hosting, analytics tools).
- Legal consultation for compliance-related fees.
- Licensing fees for specialized tools (e.g., analytics, testing platforms).
6. Project Execution and Delivery
6.1 Quality Standards
- Deliverables adhere to industry best practices and undergo quality assurance testing before delivery.
6.2 Deliverable Formats
- Design files: .AI, .PSD.
- Production files: .PDF, .PNG, .JPG.
- Development files: Based on specific customer requirements.
7. Change Request Procedures
- All Change Requests must be submitted in writing.
- Agence 25 will assess cost and timeline implications and provide a written estimate for approval.
- Approved changes may result in adjusted schedules and reallocation of resources.
8. Intellectual Property and Ownership
- Ownership of deliverables transfers upon full payment of all outstanding fees.
- Reusable assets (e.g., templates, plugins) remain the property of Agence 25 unless otherwise agreed.
- Agence 25 reserves the right to display completed projects in its portfolio unless explicitly restricted by the Customer.
9. Confidentiality and Non-Solicitation
9.1 Confidentiality
- Both parties agree to maintain the confidentiality of all project details, business information, and sensitive data.
9.2 Non-Solicitation
- For one year after project completion, the Customer agrees not to solicit employees or contractors of Agence 25. Breaches result in a penalty of 20,000 CHF/USD and potential injunctive relief.
10. Data Backup and Retention
10.1 Retention Policy
- Project files will be securely deleted using industry-standard secure deletion protocols after the retention period unless extended storage is agreed upon in writing.
- Extended storage is available at a rate of 70 CHF/USD per month.
- File retrieval requests after the retention period will incur a flat fee of 110 CHF/USD.
10.2 Security Measures
- Files are stored on secure servers with encryption and restricted access during the retention period.
- Archived file retrieval requests may incur costs depending on duration and complexity.
- At the end of the retention period, project files will be securely deleted unless extended storage is agreed upon in writing.
10.3 Data Backup and Retention
- Extended Storage Policy: Agence 25 offers long-term storage options for an annual fee of 800 CHF/USD, including secure archiving and retrieval services.
- Enhanced Security: Specific examples of encryption protocols (e.g., AES-256 encryption) are included for additional customer reassurance.
11. International Operations
- Deliverables comply with applicable data protection laws (e.g., GDPR, CCPA, PIPEDA).
- Invoices are issued in Swiss Francs (CHF), and international transfer fees are the Customer’s responsibility.
12. Insurance Requirements
- Customers are responsible for insuring materials provided to Agence 25.
- Proof of coverage may be requested for high-value items.
13. Emergency and Rush Services
- 15% rush fee applies to project deliverables requiring a 5-day turnaround from the date of request.
- 20% rush fee applies to urgent deliverables requiring a 72-hour turnaround, weekend work, or holiday requests.
13.2 Applicability
- Rush fees will be communicated to the Customer in writing before work begins.
- Availability of rush services is subject to Agence 25’s capacity and project complexity.
13.3 Examples
- Rush services may include:
- Expedited completion of design or development deliverables.
- Out-of-scope changes with tight deadlines.
- Customer support requests requiring action during weekends or holidays.
13.4 Conditions
- Rush services are subject to staff availability and are not guaranteed during high-demand periods or public holidays.
14. Long-Term Project Safeguards
- For projects exceeding 6 months, prices may be adjusted based on the Swiss Consumer Price Index (CPI) with 30 days’ notice.
15. Suspension and Termination
15.1 Suspension
- Services may be suspended for non-payment or material breaches.
15.2 Termination
- Termination by the Customer requires 14 days’ written notice and payment of 75% of the project’s quoted price.
16. Regional Compliance
- USA: Compliance with CCPA and ADA standards.
- Canada: Compliance with PIPEDA and CASL regulations.
- EU/Switzerland: Compliance with GDPR and Swiss Data Protection laws.
- WCAG Compliance: Deliverables will include accessibility features such as alternative text for images, ARIA labels for dynamic elements, and logical tab navigation to meet WCAG 2.1 standards.
17. Force Majeure
17.1 Communication and Mitigation
- In the event of Force Majeure, Agence 25 will:
- Notify the Customer within five business days of the event.
- Propose revised timelines and interim solutions to minimize project disruptions.
17.2 Prolonged Events
- If a Force Majeure event continues for more than 30 days, either party may terminate the agreement with written notice.
- If a Force Majeure event exceeds 60 days, the Customer may terminate the agreement with written notice and receive a pro-rata refund for incomplete deliverables.
18. Notice and Variations
18.1 Notification Process
- Customers will be notified of updates to the Terms via email or registered post at least 30 days in advance.
- Customers may terminate the agreement if they disagree with the updates, provided written notice is given within the 30-day period.
18.2 Client Acknowledgment
- Continued use of Agence 25’s services after notification of updated Terms constitutes acceptance of the revised Terms.
19. Dispute Resolution
19.1 Mediation
- Disputes will first be resolved through mediation. Both parties agree to select a mediator within 15 business days of notifying the dispute.
19.2 Governing Law
- If mediation fails, disputes will be governed by Swiss law and resolved in Swiss courts.
19.3 Escalation Procedure
- If mediation fails, either party may proceed to litigation under Swiss jurisdiction. Mediation costs will be shared equally unless otherwise agreed.
20. Deliverables
Timely Submission: Agence 25 will make every effort to deliver projects within the agreed-upon timeline, provided the Customer meets all their obligations in a timely manner.
Defined Scope: Deliverables will be explicitly outlined in the signed Project Proposal. This includes specifics about formats, platforms, and file types.
Revision Limitations: Up to three rounds of revisions are included unless otherwise stated in the Project Proposal. Additional revisions will incur extra charges.
Compliance: Deliverables will adhere to the agreed-upon design and functionality specifications, ensuring WCAG 2.1 AA compliance where applicable.
21. Naming and Branding
Scope of Responsibility: Agence 25 is not liable for naming conflicts or domain disputes unless expressly agreed upon in writing.
Domain and Trademark Validation: Agence 25 will perform preliminary domain research and trademark checks. Full legal validation is recommended for clients to avoid intellectual property conflicts.
Brand Identity Guidelines: Customers must provide branding materials such as color palettes, typography, and logos prior to project initiation.