General Terms and Conditions

1. Scope

These General Terms and Conditions (GTC) govern all relations between Elaria Systems, Chemin de la Tuilière 33B, 1805 Jongny (VD), Switzerland (“Elaria”), and its client (“the Client”).

They apply from the signature of the quotation or the engagement contract and prevail over any purchasing conditions of the Client, unless otherwise agreed in writing. Our services are aimed at companies, self-employed professionals and institutions; they are not aimed at consumers.

2. Services

Elaria works across three areas, separately or in combination:

1. AI agents and automation — process analysis, design, development, integration and deployment of agents and automated workflows.
2. Branding — positioning, brand identity, visual and verbal identity, applications.
3. Websites — design, development, content, deployment.

The exact scope of services, deliverables, deadlines and working assumptions are defined in the quotation, which prevails over any general description on the website or in our commercial documents.

3. First contact, preliminary analysis and quotation

3.1 The first contact, qualification discussions, on-site discovery visits, process observation and the note-taking required to prepare a proposal are not charged.

3.2 None of these steps binds the Client. The Client is bound only upon signature of the quotation or the engagement contract. Until that document is signed by both parties, no service is owed and no amount is payable.

3.3 Prices are always established on the basis of the Client’s request. Elaria does not use list pricing: each project is the subject of an individual quotation based on the scope, complexity, volume and agreed deadlines. The quotation is presented to the Client for signature before any work begins.

3.4 The quotation is valid for 30 days from issue, unless stated otherwise. Any request outside the scope described in the quotation is the subject of an amendment or a new quotation, also subject to signature.

4. Formation of the contract

The contract is concluded on the date the quotation or engagement contract is signed by both parties, by handwritten or electronic signature, or by formal written acceptance by the Client by email. Elaria begins work after that signature and, where applicable, after receipt of the agreed advance payment.

5. Prices, invoicing and payment

5.1 Prices are expressed in Swiss francs (CHF), excluding VAT. Elaria Systems is not subject to VAT; no VAT is charged.

5.2 Unless otherwise agreed in the quotation, invoicing is 50 % on signature and 50 % on delivery. Invoices are payable within 30 days net.

5.3 In the event of late payment, default interest of 5 % per annum is due by operation of law (Art. 104 CO). Elaria may suspend ongoing services and subscription services until full payment.

5.4 Third-party costs — software licences, subscriptions to artificial-intelligence and automation platforms, domain names, hosting, usage-based consumption (tokens, API calls, minutes) — are borne by the Client, unless otherwise stated in the quotation. They are estimated as accurately as possible in the quotation but depend on provider pricing, which may change independently of Elaria.

6. Formats: one-off engagement and subscription

6.1 Standard engagement. Elaria designs, develops and delivers the agreed product(s). The engagement ends on delivery. Thereafter, Elaria provides no monitoring, maintenance or correction, unless a new engagement is agreed.

6.2 Support subscription. The Client may take out a subscription covering, in particular, monitoring of proper operation, supervision, updates, adaptation to changes in third-party platforms, and support. The exact scope, response times and price are defined once the work to be done is known, and are set out in a separate subscription contract or in an amendment to the quotation.

6.3 The subscription is concluded for the agreed term and renews tacitly for identical periods, unless terminated in writing with 30 days’ notice before the expiry date.

6.4 Without a subscription, any work after delivery is charged at the applicable hourly rate, on the basis of a quotation.

7. Client cooperation

The Client provides in good time the information, access, content, accounts and approvals required. It appoints a contact person authorised to make decisions. It warrants that it holds the rights to the elements it provides (texts, images, trademarks, data) and is responsible for their lawfulness. Any delay attributable to the Client postpones deadlines accordingly and may lead to re-invoicing of additional costs.

8. Delivery and acceptance

Deliverables are deemed accepted in the absence of a written and substantiated complaint within 10 days of delivery, or as soon as the Client puts them into operation. Defects reported within that period and attributable to Elaria are corrected free of charge.

9. No warranty of operation

9.1 Elaria owes an obligation of means, not of result. It applies the care and skill expected of a professional in the field.

9.2 Elaria does not warrant continuous, uninterrupted or error-free operation of the solutions delivered. Agents, automations and websites rely on third-party technologies — artificial-intelligence models, programming interfaces, automation platforms, hosts, messaging and telephony services — whose operation, availability, terms of use, pricing and evolution Elaria does not control.

9.3 The Client acknowledges in particular that: artificial-intelligence models produce probabilistic results, which may be inaccurate, incomplete or unsuitable; third-party providers may modify, degrade, restrict or discontinue their services without notice; such changes may require a chargeable adaptation of the solution.

9.4 The Client is responsible for human review of the results produced by the delivered solutions, in particular where they are used in decisions with legal, financial, medical or contractual effects.

10. Liability

10.1 To the extent permitted by Swiss law, Elaria accepts no liability for direct or indirect damage connected with the use of the solutions delivered, in particular: loss of profit, loss of customers, loss, alteration or disclosure of data, business interruption, reputational harm, damage caused by a third-party provider, by a modification made by the Client or by non-compliant use.

10.2 Any residual liability of Elaria is limited to the amount actually paid by the Client for the service concerned during the twelve months preceding the damaging event.

10.3 In accordance with Art. 100 CO, these limitations do not apply in the event of wilful misconduct or gross negligence by Elaria, nor where the law excludes any limitation of liability.

11. Data, hosting and security

11.1 The processing of personal data is described in our Privacy Policy.

11.2 Before the contract is signed, the Client chooses between shared infrastructure and a dedicated server located in the European Union. That choice, its technical consequences and its cost are discussed and settled before signature.

11.3 The Client remains responsible for the compliance of its own data processing, for informing its customers and employees, and for backing up its systems. Elaria does not back up the Client’s data unless expressly provided for in the quotation or the subscription.

12. Intellectual property

12.1 Rights of use in the specific deliverables developed for the Client are transferred to it after full payment of the agreed price.

12.2 Elaria retains ownership of its methods, know-how, generic software building blocks, libraries and reusable components, and remains free to use them for other engagements. The Client receives a non-exclusive right of use in these elements, transferable with the solution.

12.3 Third-party software, platforms and models remain subject to the licences of their respective publishers.

13. Confidentiality

Each party undertakes to keep confidential the non-public information obtained from the other, for the duration of the contract and five years thereafter.

14. References

Unless the Client objects in writing, Elaria may mention its name and logo as a commercial reference, without disclosing confidential information.

15. Term, termination and suspension

15.1 The contract ends upon delivery of the agreed services or, for subscriptions, in accordance with clause 6.3.

15.2 The engagement contract may be terminated at any time in accordance with Art. 404 CO. If the Client terminates, services performed and costs incurred remain payable.

15.3 Elaria may suspend or terminate the contract in the event of non-payment, unlawful use of the delivered solutions, or serious breach by the Client of its cooperation obligations.

16. Force majeure

Neither party is liable for a failure caused by an event beyond its reasonable control: natural disaster, major network outage, failure or prolonged interruption of a third-party provider, decision of an authority, armed conflict, epidemic.

17. Final provisions

17.1 If a clause of these GTC were to be void or unenforceable, the remaining clauses would remain valid and the clause concerned would be replaced by a valid provision closest to the original intention.

17.2 Elaria may amend these GTC. The applicable version is the one in force on the day the quotation is signed; for subscriptions, any amendment is communicated 30 days before it takes effect.

17.3 The contract is governed by Swiss law, excluding conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

17.4 The exclusive place of jurisdiction is Vevey (Canton of Vaud), Switzerland, subject to any mandatory statutory jurisdiction.