Last updated : 28 January 2021
The purpose of this contract is to set out the conditions under which Logil Sàrl (hereinafter “Logil”) provides IT services to its clients (hereinafter the “Client”). These general terms and conditions of sale apply to any contractual relationship between Logil and the Client from the moment they have become aware of them in the context of a quotation (by reference) or in any other way. Unless expressly agreed in writing by Logil, contractual conditions originating from the Client — in particular those appearing on a purchase order or otherwise communicated to Logil — do not apply.
The IT services that Logil is to provide to the Client are described in a commercial offer accepted by the Client or in a specific contract (hereinafter “Specific Contract”) signed by both parties.
Logil and the Client may conduct their business electronically, in particular as regards the conclusion of contracts and the placing and confirmation of orders. Any order placed by the Client and accepted by Logil by e-mail or on a website creates fully valid and legally enforceable obligations, governed by these general terms and conditions of sale.
The place of performance of the services is agreed with the Client.
Travel expenses for services provided by Logil at a Client site are invoiced according to the corresponding flat rate defined in the commercial offer or in the Specific Contract. The prices indicated include the cost of mileage, meals and parking.
Any other cost, such as a hotel night or travel to an area not included in the price, the purchase of small equipment, etc., is excluded from this flat rate and invoiced to the Client at cost.
The Client acknowledges that the provision of services carries no exclusivity in its favour and that Logil may carry out identical or similar assignments on its own behalf or on behalf of third parties.
Open-ended contracts are concluded for a fixed initial term of 12 months (unless otherwise provided in a Specific Contract). Thereafter they are tacitly renewed for an indefinite period and may be terminated at any time by either party with two months’ notice, the first time at the end of the fixed initial period.
Each party to the contract reserves the right to terminate it with immediate effect and without compensation if the other party fails to perform one of its obligations and has not remedied this within 30 days of receiving a formal notice sent by registered letter. In this case, the services provided up to the effective date of termination will be invoiced by Logil, any other right or claim of the terminating party being reserved.
Services are invoiced by Logil in accordance with the provisions of a commercial offer or a Specific Contract. Prices are exclusive of VAT.
Hourly rates apply during working hours, Monday to Friday — except public holidays — from 8:00 a.m. to 7:00 p.m. A surcharge of +50% is applied to the reference rates for work carried out outside working hours.
Unless otherwise indicated, services are invoiced monthly on the basis of staff timesheets. As part of invoicing, Logil sends the Client an activity report containing the following information: date, project name and description of the services provided.
Logil’s invoices are payable net within 10 days of the invoice date. In the event of late payment, Logil is entitled to charge the Client default interest at the statutory rate.
Unless Logil receives a complaint from the Client sent by registered letter within ten days of receipt of the invoice, the invoice is deemed accepted by the Client and constitutes an acknowledgement of debt within the meaning of Article 82 of the Federal Act on Debt Enforcement and Bankruptcy.
In all cases of termination, the Client must pay Logil the amount of fees for the activity carried out in accordance with the commercial offer or the Specific Contract up to that termination, settled in accordance with the termination clauses of these general terms and conditions.
Logil undertakes to do everything possible to make available to the Client the appropriate human resources for the performance of the services in accordance with the standards in force in the IT services industry, and to take all reasonable measures to meet the specifications required by the Client, in accordance with the terms of the Specific Contract or the commercial offer.
Logil undertakes to provide its services in a professional manner, in compliance with industry best practice and usage. In the event of a complaint relating to the provision of services, corrective measures will be taken free of charge, to the exclusion of any other claim by the Client, if it turns out that Logil is responsible and provided that no breach is attributable to the Client or its own agents. The mandate is deemed performed by providing the agreed services.
Unless otherwise provided in the Specific Contract, Logil undertakes a best-efforts obligation to provide approved services, under the control and responsibility of the Client, in particular with regard to project management.
In the case of an agreement based on a fixed price and an obligation of result (see “Projects”), the services are provided under the direction, control and responsibility of Logil.
The Client must assert any complaint it may have regarding the quality of the IT services no later than 15 days after their completion, failing which it will be deemed to have definitively accepted them and will automatically be deprived of any subsequent right to complain about them against Logil.
By project, we mean the provision of services with a view to obtaining a contractually defined result, within a time frame and/or according to an agreed schedule, for a fixed price, unless expressly stated otherwise in the commercial offer or the Specific Contract.
The services provided by Logil in projects are provided under its exclusive control and responsibility. The Client is not authorised to give instructions to Logil’s staff or its subcontractors.
Acceptance criteria and a procedure will be set by agreement between the parties at the start of the project. The acceptance procedure consists of verifying that the results of Logil’s services comply with the approved acceptance criteria.
In the absence of discrepancies, or in the case of minor discrepancies, Logil’s services will be accepted by the Client. Minor discrepancies will be corrected by Logil under the warranty services.
In the event of significant discrepancies, whether defects or quality flaws seriously hindering the use of the result of the services, the acceptance procedure will be postponed for a reasonable period, approved by the parties, during which Logil will make the necessary corrections. In the event of a second failure of the acceptance procedure, Logil has a final period of at least 30 days to make the corrections, depending on the circumstances. If the procedure fails a third time, the Client will be entitled to demand a price reduction corresponding to the reduction in value of the services, or, if the delivered result is unusable as is, to terminate the contract and claim reimbursement of the sums paid in performance of the contract, to the exclusion of any other claim.
Logil warrants that the services or results provided to the Client in the context of projects correspond to the qualities and specifications mentioned in the offer or in any other written agreement, in particular the acceptance criteria. In the event of any discrepancy, upon the Client’s documented request made when the defect is discovered, but no later than 3 months after delivery of the problematic result, Logil will diligently and within a short period appropriate to the circumstances undertake the necessary corrective measures, to the exclusion of any other claim by the Client.
Logil is not liable for damage caused by slight negligence. Logil’s liability for direct damage wrongfully caused in the performance of its services, or in connection with the performance of its services or deliveries, is limited in all cases to the annual amount invoiced by Logil to the Client for the contract concerned, but to a maximum of CHF 20,000.-.
This limitation does not apply in the event of gross negligence, fraud or personal injury.
In the event that the damage concerned (in particular material damage) is covered by a civil liability insurance policy exceeding these limitations, the Client fully benefits from the payments made by the insurer, where applicable.
To the extent permitted by law, Logil excludes any liability for indirect damages such as loss of revenue or loss of profit, operating losses, savings not achieved and any other indirect damage or third-party claims against the Client. This exclusion of Logil’s liability extends to any subcontractors it may use.
Logil cannot under any circumstances be held liable for the consequences of the intervention of third parties who are not mandated by Logil or by the Client’s auxiliaries.
Each party undertakes not to disclose or use, for its own account or on behalf of third parties, the confidential information and business secrets belonging to the other party of which it becomes aware in the course of performing the contract, both during its mandate and after its mandate for a period of three years.
Logil reserves the right to use any idea, concept and process it has developed in the performance of the services, alone or in collaboration with the Client.
All rights, in particular intellectual property rights, relating to any invention, improvement or other discovery, whether patentable or not, made by Logil in the performance of the contract shall belong exclusively to Logil, it being specified that the Client may use them freely / non-exclusively insofar as the invention, improvement or discovery in question is essential to the use of the result of the approved services.
In the event that the said invention, improvement or discovery is the result of a collaboration between Logil and the Client, these rights belong to each of the parties, who may each use them free of charge, subject to their respective confidentiality obligations.
The Client authorises Logil to cite it in its list of references.
These general terms and conditions of sale replace and cancel any prior agreement, written or verbal, that may have been concluded between the parties on the same subject.
These general terms and conditions of sale may only be amended or modified in writing in the form of an explicit or implicit derogation appearing in the commercial offer or the Specific Contract.
If any part of these general terms and conditions of sale is declared null and void, in whole or in part, or without legal effect, for any reason whatsoever, the other provisions of this document shall remain in force.
In this case, the parties shall interpret and apply the general terms and conditions of sale so as to achieve, as far as possible, the objective intended by the null and void parts.
In the event of a dispute between them, the parties undertake to make in good faith all necessary efforts to attempt to resolve it amicably.
The contract is governed by Swiss law. The place of jurisdiction is Geneva. Mandatory places of jurisdiction are reserved.