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GENERAL TERMS AND CONDITIONS

Viventis Group

1. Scope and acceptance

These General Terms and Conditions (GTC) govern all contractual relationships between Viventis Group and its clients.

The client expressly waives its own general terms and conditions, even if issued after these GTC. Any deviation from the present terms shall only be valid if expressly agreed in writing and signed by Viventis Group.

2. Group structure and invoicing

Viventis Group operates as a holding and central management structure.

Services may be performed under commercial divisions or brands, including but not limited to:

  • Zenith Advisory

  • eZestay

  • Efficia

  • EasyDigital

  • or any future division.

Unless expressly stated otherwise in writing, Viventis Group Sàrl remains the sole contractual entity, legal counterparty and invoicing entity, even where services are marketed or delivered under the name of a division or brand.

3. Conclusion of contract

A contract is deemed concluded upon:

  • signature of a quotation, order form or agreement;
  • written acceptance, including by email;
  • or commencement of the services at the client’s request.

Each service may be governed by a specific Service Description defining its scope, content, deliverables, service levels, operational arrangements and applicable conditions.

Viventis Group Sàrl reserves the right to develop, update, supplement, replace or withdraw its services, methodologies, tools or deliverables. The conditions applicable to a service already subscribed to remain governed by the relevant contractual documents.

In the event of any inconsistency, the specific contractual documents agreed between the parties shall prevail over these General Terms and Conditions.

Unless otherwise specified in the applicable contractual documents, the following order of precedence shall apply:

  1. the signed order form or quotation;
  2. the specific Service Description or annex;
  3. the framework agreement;
  4. these General Terms and Conditions.

4. Prices and payment terms

All prices are expressed in CHF, excluding VAT unless stated otherwise.

Invoices are payable within 30 days net, unless otherwise specified in writing.

In the event of late payment:

  • Default interest of 5% per annum shall automatically apply (art. 104 Swiss Code of Obligations), without the need for prior notice;

  • Viventis Group reserves the right to claim reasonable administrative and recovery costs;

  • Services may be suspended immediately without prior warning until full payment is received.

If payment remains outstanding more than sixty (60) days after the due date, Viventis Group reserves the right to initiate formal debt collection proceedings. All related legal and recovery costs shall be borne by the client.

5. International taxation and withholding

If the legislation of the client’s country requires withholding tax at source, such withholding shall be borne exclusively by the client.

Under no circumstances shall Viventis Group bear any tax burden resulting from foreign legislation. The invoiced amount shall therefore remain due in full and free of any deductions.

6. Nature of obligations

Viventis Group undertakes to perform its services with due care, diligence and professionalism.

All obligations of Viventis Group shall be considered obligations of means (obligations de moyens) and not obligations of result.

Viventis Group does not guarantee:

  • commercial success,

  • fundraising,

  • profitability,

  • regulatory approval,

  • business performance,

  • valuation increase,

  • or any financial outcome.

All strategic, operational and financial decisions remain under the sole responsibility of the client.

7. Limitation of liability

To the fullest extent permitted by Swiss law, and except in cases of wilful misconduct or gross negligence, Viventis Group Sàrl’s total liability shall be limited to the fees effectively received from the client during the twelve (12) months preceding the event giving rise to the claim.

Liability for indirect or consequential damages, including loss of profit, loss of revenue, loss of opportunity, loss of data, reputational damage, business interruption or third-party claims, is expressly excluded to the extent permitted by Swiss law.

Viventis Group Sàrl shall not be liable for:

  • decisions taken by the client;
  • the client’s failure or refusal to implement recommendations;
  • inaccurate, incomplete or outdated information provided by the client;
  • acts or omissions attributable to third parties;
  • consequences arising from circumstances beyond its reasonable control.

Viventis Group Sàrl shall under no circumstances be required to intervene as a third party in any dispute between the client and its own customers, partners, suppliers, employees or end users.

The limitations provided in this article shall not apply where liability cannot legally be excluded or limited under Swiss law.

8. Complaints

Any claim or complaint must be notified in writing within 10 days following delivery of the services.

Failing such notification, the services shall be deemed fully accepted without reservation.

9. Intellectual property

All methodologies, frameworks, tools, concepts, templates and intellectual assets developed by Viventis Group remain its exclusive property.

Unless otherwise agreed in writing, no transfer of intellectual property rights shall occur.

10. Confidentiality

Both parties undertake to keep confidential all information exchanged within the framework of their collaboration.

This obligation shall survive termination of the contractual relationship.

11. Termination

The duration, renewal and termination conditions applicable to each service are defined in the relevant quotation, order form, Service Description, annex or agreement.

Unless otherwise provided in the applicable contractual documents, recurring services and subscriptions are automatically renewed for successive periods equivalent to their initial contractual period.

Either party may prevent such renewal by giving written notice in accordance with the notice period specified in the applicable contractual documents.

Where no specific duration or termination conditions have been agreed, either party may terminate the contractual relationship by giving thirty (30) days’ written notice.

All services performed and expenses incurred up to the effective termination date remain payable.

Unless otherwise provided in the applicable contractual documents, early termination by the client does not entitle the client to any refund, reduction, credit or compensation. Any amounts contractually due for the remaining fixed term remain payable.

Cette rédaction atteint le bon équilibre : les CG posent les principes, tandis que le Bon de commande, la Description de service et le contrat-cadre déterminent les règles concrètes applicables au mandat.

12. Governing law and jurisdiction

All contractual relations shall be governed exclusively by Swiss law.

The exclusive place of jurisdiction shall be the registered office of Viventis Group.