General Terms and Conditions

Wavemind Sàrl is a limited liability company with a capital of 20,000 CHF, whose headquarters are located at "Rue de Bourg 31, 1003 Lausanne, Switzerland", registered with the commercial register under number CH-550.1.034.305-6, represented by Mr. FRESCO.

In these general terms and conditions of sale, the limited liability company Wavemind Sàrl is referred to as "WAVEMIND" and any natural or legal person, individual or professional, private or public law wishing to engage in one or more of the services provided by Wavemind Sàrl is referred to as "the CLIENT". These general terms and conditions of sale are hereinafter referred to as "the General Terms".

For the interpretation and implementation of these General Terms, it is agreed that the following terms will be defined as follows:

"Service" refers to the subject of the sale carried out by the provider. The service may include a range of services such as consulting, provision of know-how, granting of a license for software or patent exploitation, ancillary services related to the acquisition of software or a software package and their maintenance, intellectual services, web or business application design, etc. Similarly, the term service may also refer to the sale of tangible goods such as equipment, components, or computer media.

"Web Application or Software" refers to all programming files, textual content, and possibly multimedia elements, accessible on various devices (computer, tablet, mobile phone, etc.). Hosted on the hard drive of a server allowing multiple and simultaneous accesses via the Internet network or a single terminal access.

"Sources" refers to the essential content needed to create an intangible service: texts, images, and sounds for a website, accounting documents for an accounting solution, etc. Unless otherwise stated, the provision of sources is the responsibility of the CLIENT.

"Specification Document" refers to the document provided by the CLIENT, or created in collaboration with WAVEMIND for a fee, describing as explicitly as possible the content of the expected service and any constraints and specificities regarding technical production, operational, and quality conditions of a service. The specification document only becomes a contractual element once it is signed by both parties. Any specification document that is not signed or signed only by one of the parties is considered null and void.

"Contractual Element" refers to a quote, order form, contract, specification document, commercial proposal as long as it is signed by WAVEMIND and the CLIENT. It may also include an invoice or deposit receipt issued by WAVEMIND.

1.1 The General Terms and Conditions aim to govern the contractual relationships between WAVEMIND and the CLIENT and to define the scope of the services offered by WAVEMIND.

1.2 The General Terms and Conditions apply to all types of services provided by WAVEMIND worldwide. They take precedence over any other purchase conditions unless expressly and formally waived by WAVEMIND. They may be modified or supplemented if WAVEMIND establishes one or more contractual elements that, if applicable, would serve as specific conditions.

1.3 The act of ordering a service or product from WAVEMIND implies full and unconditional acceptance of these General Terms and Conditions.

1.4 WAVEMIND may modify, update, or correct these terms, particularly to account for legislative, regulatory, case law, and/or technical changes. WAVEMIND will notify its CLIENTS of any changes to the General Terms and Conditions, either on the homepage of its website (accessible at http://www.wavemind.ch) or by posting at its headquarters (located at the address provided in the preamble). The update does not affect services already performed or in progress, except for those with a remaining duration of more than six months from the date of the change. In such cases, the latest General Terms and Conditions apply between the parties.

1.5 If any provision of these terms is deemed or declared null or unenforceable by a competent court, the other provisions remain fully in force and should be interpreted to respect the original intent of the parties expressed in this document.

2.1 The respective obligations of each party, namely WAVEMIND to provide the service and the CLIENT to pay for the service, arise from the moment the CLIENT has duly signed and returned the contractual document(s) issued by WAVEMIND via fax, email, or mail, or from the receipt of an initial deposit by WAVEMIND.

2.4 WAVEMIND reserves the right to make non-substantial modifications to its services, without affecting the contractual links or obligations between the two parties.

2.5 Any service related to domain name management, hosting, email addresses, maintenance, support, etc., is subject to annual billing. In case of interruption initiated by the client or transfer to another provider during the year, payment is due for the entire current year.

2.6 No order for a service can be canceled without the express agreement of WAVEMIND. Otherwise, the CLIENT would be required to pay the full amounts due to WAVEMIND.

3.1 The price of the service is fixed. It is stated excluding taxes and expressed in Swiss francs, covering the total amount to be paid.

3.2 Any order related to the creation of a web application or software requires a prior deposit as defined in the offer. The execution of the order starts as soon as this deposit is received. However, the payment of the deposit does not grant the CLIENT any form of ownership of all or part of the service elements, which remain the exclusive property of WAVEMIND until full payment is made, as indicated in Article 7.

3.3 The terms of the offer exclusively concern the services specified in the contractual documents. Any additional service not included in these documents will be subject to an additional charge equivalent to its value. Refusal to pay for such a service will entitle WAVEMIND to terminate and demand full payment of the sales contract, as well as compensation equal to the damage suffered and/or the value of the additional service.

3.5 Any dispute or claim related to billing must be addressed by registered letter within ten days of receiving the invoice, otherwise WAVEMIND will not accept any grievances.

4.1 Unless expressly stated otherwise, delivery, regardless of the service, is made at the headquarters of WAVEMIND without any special formalities. Unless WAVEMIND or the CLIENT indicate otherwise within two weeks from the scheduled delivery date, delivery is deemed to have occurred on the dates and under the conditions provided.

4.2 The CLIENT may request a delivery postponement of up to three weeks by sending a written request to WAVEMIND. However, no delivery date postponement initiated by the CLIENT will be accepted if the request is not made at least 48 (forty-eight) hours before the scheduled delivery date.

4.3 Delivery times are not strict; they are given as an indication only. WAVEMIND cannot be held responsible for any delay that cannot be used to refuse the goods or to demand compensation or a discount.

4.4 Except as otherwise specified in writing, it is the CLIENT's responsibility to cover the costs and risks of transporting the service after the delivery date, and the goods travel at the recipient's risk, regardless of the mode of transport or payment terms for the transport cost.

4.5 When the CLIENT does not provide the necessary elements for the proper execution of the service (sources, specification document, etc.) within the agreed deadlines, this directly results in delays in the completion and thus the delivery of the service by WAVEMIND. However, WAVEMIND cannot be held responsible for a situation it is primarily experiencing. Thus, the CLIENT remains subject to penalties until the necessary elements are provided or will be penalized according to the provisions of Article 2.3.

6.1 WAVEMIND commits to exercising all necessary care and diligence to provide a quality service in accordance with industry practices and the state of the art. WAVEMIND is only responsible for an obligation of means, which should in no case be equated with an obligation of result.

7.2 All creations by WAVEMIND remain its exclusive property, and WAVEMIND reserves the right to sell or use all or part of its creations. Therefore, any software, business application, or other specific developments made for the CLIENT remains the property of WAVEMIND. The rights to use these creations are granted to the CLIENT on a non-exclusive basis only.

7.3 WAVEMIND allows the CLIENT, in the case of an immaterial service, to modify or improve the existing source code, with the imperative condition not to resell or duplicate the sources. In this case, the CLIENT is solely responsible for the modifications or improvements and cannot, in any way, hold WAVEMIND liable as specified in Article 6.3 of these terms.

7.4 When WAVEMIND acquires one or more domain names as part of a web application service, these domain names are purchased in the name and on behalf of the CLIENT. The CLIENT can request at any time the transfer of ownership of the domains to their own details, provided that they settle with WAVEMIND the amounts due for the service for which the domain names were acquired and more generally, all amounts due to WAVEMIND. Otherwise, the CLIENT falls under the provisions of Articles 3, 4, and 8 of these terms and is particularly exposed to the resale or non-renewal of the domains.

7.5 All content on WAVEMIND's website is the exclusive property of WAVEMIND and is protected by current copyright and intellectual property laws. Without prior permission from WAVEMIND, it is prohibited to use, even partially, the content of the site.

7.6 Violation of these provisions may lead to the cancellation of any order, without prejudice to the initiation of legal proceedings.

8.1 WAVEMIND retains full ownership of the service and each of its elements, including intangible ones, until the full payment of the price and accessories and generally until the total settlement of all invoiced amounts due by the CLIENT to WAVEMIND.

8.2 In the event of a definitive interruption of a service, whether initiated by the CLIENT or WAVEMIND, WAVEMIND has full latitude, after informing its CLIENT, to sell, destroy, renew for its own account or for that of third parties, or not renew any asset included in the service.

9.1 The CLIENT authorizes WAVEMIND to use their name and mention the services performed on their behalf for commercial purposes.

9.2 WAVEMIND reserves the right to mention its role as a service provider and to display its logo on all services created for the CLIENT, including within web applications and software.

9.3 The CLIENT agrees not to use the names and logos of WAVEMIND and its services in a manner that could harm or damage its reputation. In particular, neither the names nor the logos of WAVEMIND and its services may be associated, directly or indirectly, with any business, brand, or other entities representing a product or service that is incompatible or in competition with the services provided.

10.1 WAVEMIND and the CLIENT agree to keep confidential any information and documents concerning the other party, of whatever nature, to which the parties may have had access during the service.

10.2 The previous provision does not prevent WAVEMIND from stating its business relationship with the CLIENT, as specified in Article 9 above.

11.1 WAVEMIND shall not be considered in default under these terms if the performance of its obligations, in whole or in part, is delayed or prevented due to the occurrence of a force majeure event, as commonly understood, i.e., an external, irresistible, unforeseeable event making the performance of the services impossible, including but not limited to, strikes, failure of the public electricity network, blockade of transportation means, supply networks, telecommunication networks, loss of Internet connection due to public and private operators upon which WAVEMIND depends, legislative or regulatory provisions restricting the object of this agreement.

12.1 The CLIENT agrees not to solicit, hire, engage, or otherwise retain, directly or indirectly, any employee of WAVEMIND for two years following the end of the last service provided to the CLIENT.

13.1 WAVEMIND may engage any third party to perform this contract. However, WAVEMIND retains the direction and responsibility for execution.