General terms and conditions of service

Scope and definitions

We wrote these terms so that an SME owner can read them in full without a dictionary. They govern all our contractual relationships and replace any earlier agreement on the same subject.

To whom and to what these terms apply

These general terms and conditions govern every service provided by LYVIA SNC, Kleinschönberg 10, 1700 Fribourg, IDE CHE-433.051.153, to a client. They apply as soon as the client accepts an offer, signs a quote, confirms an order in writing or lets a service begin in knowledge of these terms. They are addressed to companies, self-employed persons and institutions acting within their professional activity.

The words used in this document

We call LYVIA the company LYVIA SNC, and client the natural or legal person ordering a service. The offer is the written document describing a service and its price. The deliverable designates what we hand over to the client, whether a process map, a configured automation, a connector, documentation or training material. Third-party software is any program or online service published by a company other than LYVIA. The monthly support designates the recurring service invoiced by the month.

What prevails in the event of contradiction

If a signed offer contradicts these terms, the offer prevails for the point concerned. If a specific contract signed by both parties contradicts the offer, that contract prevails. The client's purchasing terms are enforceable against us only if we have accepted them in writing, and their mere communication does not amount to acceptance.

Refusal of automatic purchasing terms

We know that some supplier portals impose terms at registration. The fact that we are referenced in such a portal, submit an invoice there or respond to a call for tenders entails no acceptance of terms diverging from these.

The legal nature of our services

The legal qualification of a contract determines what the provider owes. We prefer to announce it upfront rather than debate it on the day of a disagreement.

A mandate within the meaning of art. 394 et seq. CO

Our services in consulting, process mapping, integration, automation, deployment of artificial intelligence uses, training and support generally constitute a mandate within the meaning of art. 394 et seq. of the Swiss Code of Obligations. The agent is liable to the principal for the faithful and diligent performance of the mandate, in accordance with art. 398 para. 2 CO. He must therefore work with the diligence expected of a professional placed in the same circumstances.

An obligation of means, not of result

It follows from this qualification that we owe means and not a result. We undertake to deploy our skills, our experience and the necessary time to reach the agreed objective. We do not guarantee that this objective will be reached, nor that it will produce the hoped-for gains. A guarantee of result binds us only if it has been the subject of a written, specific and quantified commitment in a specific contract signed by both parties.

The special case of the contract for work

When a service concerns the production of a clearly delimited work, for example the development of a connector whose specifications are fixed in writing, it may be qualified as a contract for work within the meaning of art. 363 et seq. CO. In that case, the warranty rules set out below apply. The qualification retained depends on the real content of the service and not on the title given to the document.

What we never promise

We promise no percentage of time saved, no quantified saving, no return on investment and no payback period. The figures we may cite describe past situations and announce nothing about your future situation. This restraint is not modesty; it corresponds to the prohibition in art. 3 para. 1 let. b of the Unfair Competition Act on giving inaccurate or misleading indications about one's services.

How a contract forms between us

We work on the basis of written documents. An oral agreement or an enthusiastic message in a meeting is not enough to bind either party, and that protects everyone.

The diagnostic

The initial diagnostic is free and without commitment for either party. It allows us to understand your organisation and decide whether we are the right interlocutor. It is neither an audit, nor an expert opinion, nor a formal recommendation, and no business decision should be taken on its sole basis.

The offer and its acceptance

We draw up a written offer describing the scope, the deliverables, the indicative schedule and the price. Unless stated otherwise, it is valid for thirty days. The contract forms upon written acceptance of the offer, including by a confirmation email. What the offer does not mention is not included in the price.

The deadlines announced

The deadlines indicated in an offer are indicative and assume the client provides the necessary access, information and approvals on time. A deadline is firm only if qualified as such in writing. A delay attributable to the client, to third-party software or to an event beyond our control shifts the schedule accordingly, without compensation.

Changes along the way

Any request extending the agreed scope is covered by a written addendum specifying the additional price and the impact on the schedule. We never invoice an additional service without prior agreement, and we do not perform it before that agreement either.

Prices, invoicing and payment

Our prices are announced before the work begins, and we stand by them for the agreed scope.

Prices in Swiss francs

All prices are expressed in Swiss francs. Unless otherwise indicated in the offer, they are exclusive of value added tax, of travel expenses beyond the canton of Fribourg and of third-party software subscriptions or licences.

Value added tax

Value added tax is added at the legal rate in force at the time of invoicing when LYVIA is subject to it. Any change in the legal rate or in the status of liability is reflected in invoices issued after its entry into force, without constituting a price increase.

Third-party costs and subscriptions

Licences, subscriptions and consumption costs of third-party software, including usage credits of artificial intelligence services, remain at the client's expense and are contracted in his name. We list them in the offer when we know them, as estimates and with no margin on our part. Their evolution lies with the vendors concerned and escapes our control.

Payment terms and default

Our invoices are payable within thirty days of their date, without discount. After that period, the client is in default without a reminder being necessary, in accordance with art. 102 para. 2 CO where a due date is fixed. Default interest of 5 per cent per annum runs from the due date under art. 104 para. 1 CO. Actual reminder and collection costs are borne by the client.

Suspension for unpaid invoices

In the event of a payment delay of more than thirty days, we may suspend our services after written warning, until full payment. Such a suspension does not constitute non-performance on our part and opens no right to compensation. The client remains responsible for the operational consequences of this interruption.

What we expect from the client

A successful integration is never the work of a provider alone. The obligations below are not formalities; they directly condition our ability to deliver.

An authorised contact person

The client designates a contact person with the power to decide, to approve the deliverables and to answer our questions within a reasonable time. We are entitled to consider that this person's instructions bind the client.

Complete and accurate information

The client provides us with the necessary information, documents and data, and answers for their accuracy, their lawfulness and his right to communicate them to us. A service built on erroneous information produces an erroneous result, and that consequence is his.

Access to systems

The client provides in good time the necessary access to his environments and third-party software, in a form compliant with his own security policy. He remains responsible for managing this access, its scope, its revocation at the end of the collaboration and the consequences of any overly broad authorisation he may have granted.

Backups, which remain his responsibility

The client answers for the backup of his data and systems. It is up to him to hold a complete, recent and restorable backup before any intervention on our part, and to verify that it is actually usable. We can advise him on this point, but we do not perform his backups and do not answer for them.

Approval of deliverables

The client checks each deliverable within ten working days of its being made available and reports in writing the points that do not match the agreed scope. Failing feedback within this period, the deliverable is deemed accepted. Putting it into production without reservation amounts to acceptance.

His own legal obligations

The client remains solely responsible for complying with his legal, accounting, tax, social and sector-specific obligations, and for keeping his records within the meaning of accounting law. Our services can help him meet them; they never take them over.

The scope of our services and its limits

This section is the heart of this document. We write here in black and white what we do and what we do not do, so that no expectation rests on a misunderstanding.

What we do

We map an organisation's processes, we connect third-party software to one another, we automate repetitive tasks, we deploy artificial intelligence uses, we document what we install and we train the teams who will have to use it. We act as an integrator and as an adviser, and in that capacity only.

What we are not

LYVIA is the publisher of none of the software it integrates. It is not an official partner of Odoo or of any other vendor, and resells no licences. It exercises neither the activity of a fiduciary, nor of a lawyer, nor of an audit body, nor of a tax adviser. It provides neither legal, nor tax, nor investment advice, and nothing in our deliverables replaces the opinion of a licensed professional.

We do not decide in the client's place

We formulate recommendations, we give reasons for them and we set out their drawbacks. The business decision belongs to the client and to him alone, whether it concerns the choice of software, the organisation of work, the assignment of people or the commitment of an expense. The fact that we recommended an option does not transfer the decision onto our shoulders.

We do not answer for the client's compliance

We do not guarantee that the client's organisation, his accounting, his invoicing, his payroll management or his data processing comply with applicable law. We draw his attention to points that seem sensitive to us when we spot them, without this creating a general duty of control or a compliance responsibility.

We do not replace internal control

An automation executes a rule; it does not monitor its relevance. The client keeps the burden of his controls, his validations and the supervision of the automated flows we put in place. We design these flows so as to make controls possible; we do not exercise them in his place.

What we do not take on without written agreement

Day-to-day user assistance, routine system administration, workstation maintenance, the client's IT security, the migration of historical data and taking over a development carried out by a third party are not included in our services, save express mention in the offer.

Dependence on third-party software

Our work consists in making tools we did not write cooperate. This dependence is real, it is structural, and it calls for reservations we set out here without evasion.

We control neither the product nor its vendor

The operation, availability, performance, security, pricing, contractual terms and continued existence of third-party software lie exclusively with their vendors. We exercise no influence over these elements and answer for them in no respect. The client contracts directly with these vendors and accepts their terms.

Programming interfaces change

The automations and connectors we put in place rely on the programming interfaces made available by the vendors. These interfaces may be modified, restricted, priced differently or removed without useful notice. An update of third-party software can therefore interrupt a flow that worked perfectly the day before, without any fault being attributable to us.

Restoration after a version change

Correcting an automation rendered inoperative by an evolution of third-party software constitutes a new service, invoiceable at our rates in force, except when it is included in an ongoing monthly support. We inform the client as soon as we become aware of a change likely to affect him, insofar as we are informed of it ourselves.

Quotas, limitations and suspensions

Vendors apply call quotas, volume limits and usage rules that can lead to a service being slowed or suspended. Exceeding a quota linked to the client's actual usage, the suspension of an account by a vendor or the termination of a subscription by the latter are not attributable to us.

The particularities of artificial intelligence

Artificial intelligence occupies a growing share of our services and differs markedly from classic automation. The rules below are specific to it.

A probable result, never a certain one

An artificial intelligence system produces a statistically plausible result, not a verified one. It can be wrong, invent a piece of information, omit an essential one or treat two similar cases differently, including after being correctly configured. This characteristic is inherent to the technology and does not constitute a defect in our services.

Human validation is a condition, not an option

Every use we put in place provides for human validation at the point where an error would have consequences. The client undertakes to maintain this control and not to deactivate it. If he chooses to remove a validation step or to extend a use beyond the agreed scope, he alone bears the consequences.

Responsibility for content issued remains with the client

Any content produced with the assistance of an artificial intelligence system and distributed by the client, whether an email, an offer, an accounting document, a reply to a customer or a publication, binds the client alone. It is up to him to reread it, correct it and verify its accuracy before any external use.

Data transmitted to artificial intelligence services

When a use relies on an external service, the data transmitted is subject to its supplier's terms, including as to the place of processing, the retention period and possible use for training models. We bring these terms to the client's attention before implementation. The choice of service and the acceptance of its terms are the client's decision.

Compliance with the framework applicable to the use

The client ensures that the envisaged use is compatible with his legal and contractual obligations, in particular regarding data protection, professional secrecy and business secrecy. We alert him to points that seem problematic to us, without carrying out a legal analysis of his situation.

Intellectual property and confidentiality

The question of who owns what at the end of an engagement deserves to be settled at the beginning.

What the client acquires

Upon full payment of the service concerned, the client obtains a non-exclusive right of use, transferable to companies of his group, unlimited in time and space, over the specific deliverables produced for him, namely the configurations, the automation scenarios, the documentation and the training materials drawn up for him. This right covers the exploitation, modification and maintenance of these deliverables for his own needs.

What remains our property

Our methods, our document templates, our analysis grids, our libraries of reusable components and our know-how, whether prior or developed during the engagement, remain our property, protected where applicable by the Federal Act on Copyright and Related Rights. The client may neither commercialise them, nor make them available to third parties outside his organisation, nor claim them as his own creation.

The rights of third-party vendors

The rights to third-party software belong to their vendors and remain governed by their licences. Our configuration work confers on the client no right over this software and releases him from no obligation arising from its terms.

A commercial reference by agreement

We cite a client's name as a reference, publish a use case or reproduce his logo only with his prior written agreement, revocable at any time for the future.

Mutual confidentiality

Each party keeps confidential the non-public information it learns during the collaboration, uses it only to perform the contract and communicates it only to those who need to know it, bound by an equivalent obligation. This commitment survives the collaboration by five years and remains without time limit for business secrets and sensitive personal data. It does not cover information that is already public, known without breach, or whose disclosure is required by law or by an authority.

Data protection

Our interventions bring us close to personal data belonging to the client. The division of roles must be clear.

To each his role

The client is the controller of the personal data contained in his systems. He determines the purposes and means, he answers for the lawfulness of the processing, for informing the persons concerned and for the exercise of their rights. LYVIA acts as processor when it processes this data on his behalf, within the meaning of art. 9 of the Federal Act on Data Protection.

The commitments we make as processor

We process the client's data only to the extent necessary for the service and according to his instructions, we take the appropriate security measures within the meaning of art. 8 FADP, we subject our own auxiliaries to equivalent obligations and we inform the client without delay of any breach of data security of which we become aware, so that he can fulfil his notification obligations.

Recourse to third parties

Performing a service may require using third-party software or providers, in Switzerland or abroad. We inform the client before implementation, and it is up to him to accept or refuse this configuration, in particular with regard to the rules on communicating personal data abroad provided in art. 16 and 17 FADP.

A separate agreement when necessary

When the scale or sensitivity of the processing justifies it, the parties conclude a separate processing agreement which takes precedence over this section for the points it governs.

Warranty, complaint and liability

We correct what can be corrected and we answer for our failings. We do, however, delimit this liability precisely, within the bounds Swiss law allows.

Reporting a defect

The client reports any defect in writing within ten working days of its discovery, describing the behaviour observed, the behaviour expected and the circumstances of occurrence. For services qualified as a contract for work, notice of defects must be given immediately after their discovery in accordance with art. 367 para. 1 CO, and warranty rights are time-barred under art. 371 para. 1 CO.

Correction

When a defect is established and attributable to us, we correct it within a reasonable time and at no cost to the client. Correction constitutes our primary warranty service. If it fails repeatedly, the client may ask for a proportionate reduction of the price of the service concerned.

What is not a defect

The following do not constitute a defect in our services: the malfunction of third-party software, the effect of an update or interface change decided by a vendor, a modification made by the client or a third party to what we installed, use not in accordance with the documentation delivered, erroneous input data supplied by the client, or the fact that an artificial intelligence system produces an inaccurate result.

The extent of our liability

We answer for damage caused by a breach of our contractual obligations. Within the limits permitted by law, our liability is excluded for indirect and consequential damage, loss of operation, business interruption, loss, alteration or reconstitution of data, loss of profit, loss of clientele, damage to reputation and third-party claims directed against the client.

The cap on our liability

The total amount of our liability, all claims combined, is limited to the amount actually invoiced and collected for the service at the origin of the damage. When the damage relates to a monthly support, this cap corresponds to the amounts invoiced and collected for that support during the twelve months preceding the damaging event.

What cannot be excluded, and what we do not exclude

Art. 100 para. 1 CO strikes with nullity any clause that would release the debtor in advance from liability for intent or gross negligence. The exclusions and cap described above therefore do not apply to damage caused intentionally or by gross negligence on our part, nor to bodily injury, nor to liability the law declares mandatory. We do not claim to escape them.

Liability for third parties

We answer for our employees as for ourselves. We do not, however, answer for providers, vendors, hosts or consultants chosen by the client or with whom he contracts directly, nor for the acts or omissions of his staff.

The time limit for acting

Any claim must be announced in writing within twelve months from the time the client became aware of the damage and of its author. The statutory limitation periods, in particular the ten-year period of art. 127 CO, remain reserved and are not shortened by this provision.

Duration, termination and force majeure

A collaboration must be able to end cleanly, including when it has worked well.

One-off services

A one-off service ends with the delivery of the last deliverable provided in the offer and payment of the price. Either party may end it early for good cause, with services already performed and costs incurred remaining due.

Monthly support without commitment

The monthly support renews from month to month, with no minimum duration. Either party may end it in writing for the end of a calendar month, with thirty days' notice. The month under way remains due in full. No termination fee is charged.

Termination at any time under art. 404 CO

The mandate may be revoked or repudiated at any time by either party under art. 404 para. 1 CO. The contractual notice above does not claim to set that rule aside. The party terminating at an inopportune time must, however, compensate the other for the damage caused, in accordance with art. 404 para. 2 CO.

What happens at the end

At the end of the collaboration, we hand over to the client the deliverables and documentation due to him, and we return or destroy the data and access entrusted to us according to his written instructions. It is up to the client to revoke our access to his systems. Services assisting the transition to another provider are invoiceable at our rates in force.

Force majeure

Neither party answers for a failure caused by an external, unforeseeable and insurmountable event, such as a natural disaster, an armed conflict, an official decision, a major failure of a telecommunications network, a prolonged failure of an essential supplier or a cyberattack affecting third-party infrastructure. The obligations concerned are suspended for the duration of the impediment, and either party may terminate if it exceeds sixty days.

Final provisions

A few operating rules that avoid pointless discussions.

Amendment of these terms

We may adapt these terms for the future. The version applicable to a service is the one in force on the day the corresponding contract is concluded. For a monthly support, any amendment is communicated to the client at least thirty days in advance, and he may terminate for the date of its entry into force if he does not accept it.

Written form and communications

Communications relating to the contract are made in writing. Email to the contact person designated on each side satisfies this requirement, except for termination and formal notice, which require a means of dispatch establishing receipt.

Assignment and set-off

Neither party assigns its rights and obligations under the contract without the other's written agreement, assignment to a legal successor of the business being reserved. The client may set off a claim against our invoices only if his claim is acknowledged by us or established by a final decision.

Partial nullity

If a clause of these terms proves void, inapplicable or contrary to mandatory law, the other clauses remain valid. The clause concerned is replaced by the lawful rule that comes closest to the parties' initial intention, and the nullity of one limitation of liability does not entail that of the others.

Governing law and jurisdiction

These terms and all contracts they govern are subject to Swiss law, to the exclusion of conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Fribourg, Switzerland. The mandatory and semi-mandatory forums provided by law remain reserved, in particular the consumer's forum under art. 32 and 35 of the Swiss Civil Procedure Code, which cannot be waived before the dispute arises.