General Terms and Conditions of Sale and Services

1. Scope of application

These General Terms and Conditions of sale and services ("General Terms" or "GT") apply to all activities provided by Van Guard Systems Raison individuelle (hereinafter the "Company"), a company having its registered office at C/O Impact Hub Geneva-Lausanne SA, Avenue Bergières 10, 1004 Lausanne.

The purpose of Van Guard Systems is to provide services in the field of information technology and automation for industry and small and medium-sized enterprises, in particular software development and all related services; the sale of any products relating to the aforementioned field, as well as any related activities.

These General Terms apply to all sales and services carried out by the Company, whether through the Company's website (https://vanguard-systems.ch), through resellers, or through sales made by telephone, by email, by oral statement or by any other expression of intent.

By accessing and using the Company's website, in particular by purchasing the Company's products, the client acknowledges being bound by these General Terms, which the client declares to have read and understood.

The Company reserves the right, at its sole discretion, to amend these General Terms at any time. It is the client's responsibility to consult them regularly in order to stay informed of any changes. The General Terms applicable at the time the client concludes the contract apply, unless the client has expressly agreed in writing to other provisions.

2. Conclusion of the contract

The contract is concluded when the client accepts the offer proposed by the Company in connection with the purchase of the Company's services.

In all cases, the contract is concluded as soon as the client accepts the services offered by the Company and/or when the client orders products on the Company's website, or when the client purchases its products directly.

3. Prices

Unless otherwise agreed, all prices are stated in Swiss francs (CHF). The Company reserves the right to state prices in other currencies depending on the countries in which its products are sold.

All prices offered include the additional amounts relating to value added tax (VAT), where the latter applies. The applicable VAT rate is determined according to the country concerned.

Prices do not include any additional taxes that may apply.

The Company reserves the right to change its prices at any time. The prices indicated apply at the time the contract is concluded.

Where a commission is to be paid, it becomes due as soon as the Company has performed its obligations. Whether or not the final recipient pays the Company's client is irrelevant. What is relevant is the performance of the obligation by the Company.

4. Payment

The Company offers the client the following payment methods: invoice, credit card, payment in instalments.

Generally, the sale price must be paid in full by the client upon conclusion of the contract. The Company will send the ordered products as soon as the sale price has been paid. In certain cases, the Company may, at its sole discretion, issue an invoice to the client and send the ordered products before the sale price has been paid.

The client undertakes to pay the invoice within 30 (thirty) days from the invoice issue date.

If the invoice is not settled within the aforementioned period, the client will be given notice. The client will automatically be in default if it still fails to pay the invoice within the additional period then set.

From the formal notice of default onwards, the client undertakes to pay default interest of 5% (five per cent).

The Company reserves the right to require payment of an advance at any time and without stating reasons.

The client may not set off any claim it may have against the amount of the invoice it must pay to the Company.

Where the order amount is significant, the Company is entitled to require the client to pay a deposit.

The Company reserves the right to withhold a delivery or a service in the event of late payment.

5. Obligations of the Company

6. Obligations of the client

The client is required to take all necessary measures as soon as possible so that the Company can provide its services. The client must take all such measures at the place, time and in the manner agreed. Depending on the circumstances, the client will also be required to provide all information and documents necessary to the Company.

All services provided by the Company are carried out using data transmission networks and materials that have been approved in advance by the Company. Any material that has not been approved by the Company will be removed from the Company's network and replaced before being reactivated. Communications and any contact (as well as intermediate and final results) may be transmitted by the Company to the client by telephone, email or post. For this reason, the client must provide its contact details to the Company. The client is responsible for the transmission, updating and retention of its data. The client is required to take all necessary measures so as not to commit any breach of the law or of the contract. If the client receives IT equipment (hardware), this equipment remains the property of the Company and must be returned in the same condition at the end of the contract.

7. Non-solicitation

The client may not poach or hire employees or auxiliaries of the Company, whether on its own account or on behalf of a third party, without the Company's express consent. The client is also prohibited from employing the Company's employees or auxiliaries, directly or indirectly, even after the end of the contractual relationship binding it to the Company. This prohibition is valid during the year following the end of the employment relationship and is limited to the field of activity of the employees and auxiliaries concerned.

8. Acceptance of delivery

The client undertakes to sign the receipt upon delivery of the ordered product and to immediately notify the Company of any defects it may have found.

9. Termination

Each party has the right to terminate the contract at any time. Expenses already incurred must be fully compensated by the other party. Damages are reserved in the event of termination of the contract at an inopportune time.

10. Cancellation of the order

Where a contractual deadline is provided, the cancellation of an order does not incur any additional cost if it is notified at least 30 (thirty) working days before that deadline.

11. Warranty

The Company warrants that it will perform the agreed services in accordance with usual quality standards.

12. Liability

Any liability for indirect or consequential damage is excluded.

Liability for direct damage is limited to the amount provided for contractually. This limitation of liability does not apply in the event of wilful misconduct or gross negligence.

The client is required to inform the Company immediately of any damage.

Any liability of the auxiliaries is excluded, to the extent permitted by law.

13. Intellectual property rights

The Company holds all rights to the products and services it offers.

Neither these General Terms nor the individual agreements relating thereto deal with the assignment of intellectual property rights, unless expressly provided.

Furthermore, any reuse, publication or distribution of information, images, texts or any other elements that the client receives in connection with these provisions is excluded, unless expressly authorised by the Company.

The client must ensure that it does not infringe any third-party intellectual property rights when using content, images, texts or figurative elements in connection with the Company.

14. Data protection

The Company must process and use the data collected at the time the contract is concluded in order to fulfil its contractual obligations. The Company takes all necessary measures to ensure data protection in accordance with legal provisions. The client agrees that its data will be recorded and used in accordance with the contract and is aware that the Company may disclose its data or that of third parties in the event of orders from a court or an authority. Unless the client has expressly excluded it, the Company is entitled to use its data for marketing purposes. The data necessary for the performance of the service may be transferred to service partners mandated by the Company as well as to other third parties.

15. Entire agreement

These General Terms replace all prior agreements or provisions. Only the provisions set out in individual contracts that specify these General Terms take precedence over them.

16. Severability

The validity of these General Terms will not be affected if one of its provisions or one of its annexes is or should be declared void. In such a case, the void or invalid provision will be replaced by a valid provision that comes closest to the purpose intended by the void or invalid provision. The same applies in the event of any contractual gap.

17. Confidentiality

The client, the Company and their auxiliaries undertake to keep secret all information exchanged or acquired in connection with the services performed. The confidentiality obligation continues even after the end of the contract.

18. Applicable law / Jurisdiction

These General Terms are governed by Swiss law.

The courts located at the Company's registered office have jurisdiction to settle any dispute between the parties, unless mandatory legal provisions provide otherwise.

The Company is free to bring legal action at the defendant's registered office/domicile.

This contract constitutes an acknowledgement of debt within the meaning of Article 82 of the Federal Act on Debt Enforcement and Bankruptcy (DEBA).

The application of the United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is expressly excluded.

19. Contact

For any question or request for information, the client may send an email to the following email address: contact@vanguard-systems.ch.

We will be happy to respond.