Legal Notices

1. Purpose
These General Terms and Conditions of Sale (GTC) govern the sale of web creation, hosting, maintenance, and content management services provided by Woodle Agency SNC | Bd de Pérolles 59, 1700 Fribourg, hereinafter referred to as “the Agency,” to its clients.

2. Services
The Agency offers a range of services, including website creation, secure hosting, website maintenance, design services, and content management. The details of the services are specified in quotes or specific contracts provided to the client.

3. Quote and Order
Services are provided based on quotes accepted by the client. The quote must be signed by the client to validate the order.

3.1. Quote Validity
The quote is valid for 30 days. After this period, the Agency reserves the right to modify the quote based on any changes in needs, pricing, or conditions.

3.2. Order Modification
Any modification or addition to the order must be formalized through an amendment to the initial quote, approved by the client.

4. Payment and Renewal

4.1. Payment Terms
Hosting, maintenance, and content management services are billed annually (unless otherwise agreed). Payments must be made within 30 days from the invoice date.

4.2. Payment Reminders
First reminder: Free, payment period is 30 days after the initial due date.
Second reminder: Charged. Legal fees of CHF 20.– are applied according to Swiss practice. Payment period for this reminder is 10 days.

4.3. Service Interruption
In case of non-payment after the second reminder period, the Agency reserves the right to suspend or terminate access to the client’s website until full payment is received.

5. Duration and Termination

5.1. Duration
Service contracts are concluded for a one-year period. Unless written notice of termination is given by either party, the contract will automatically renew each year.

6. Service Termination

6.1. Termination by the Client
Contracts automatically renew each year unless written notice is sent by the client at least 30 days before the due date.
The client may request early termination at any time. However, if the minimum 12-month period is not reached, no refund will be granted for the remaining period, even if services were unused.
Beyond this minimum period, if the client has exceeded 12 months of contract (e.g., 14 months in an annual renewal), they may request a prorated refund for unused months, subject to the Agency’s approval.

6.2. Termination by the Agency
The Agency reserves the right to terminate a contract at any time in cases including:
non-payment of invoices, breach of these terms and conditions, behavior detrimental to service delivery, unlawful, abusive, or dangerous use of services, including but not limited to hosting or sharing illegal content, spam, intrusion attempts, or any activity that may compromise security, reputation, or infrastructure stability.
In such cases, the Agency may suspend services immediately without notice and terminate the contract within 15 days.

6.3. Consequences of Termination
Upon termination (early or at expiration):
Access to services, hosting, and support may be suspended as of the effective termination date. Hosted data is retained for a maximum of 30 days after the contract ends, then permanently deleted unless the client requests otherwise in writing.

6.4. Data Export
Upon termination, the Agency will provide a data export if requested, but any post-termination technical assistance will require a separate quote.

7. Intellectual Property

7.1. Agency Creations
The Agency retains all intellectual property rights on creations produced in the course of its services, including designs, source codes, mockups, etc., unless a full transfer of rights is specifically stated in the contract after full payment. Any proposal not accepted by the client remains the property of the Agency.

7.2. Client Ownership
The client retains ownership of content provided to the Agency, such as texts, images, logos, etc.

8. Liability

8.1. Agency Liability
The Agency implements all necessary measures to ensure quality of services but cannot be held responsible for malfunctions or interruptions related to third-party providers like hosts or external service providers. The Agency is not liable for hosting failures, hacking, or unforeseeable events beyond its control.

8.2. Client Liability
The client is responsible for keeping access credentials secure and updating them. The Agency is not responsible for misuse of credentials by the client.

8.3. Agency Fault Cases
In case of proven negligence by the Agency, such as failure to update or not following agreed backup procedures, liability is limited to the total amount paid by the client for maintenance services in the 12 months preceding the damage. This limitation does not apply in cases of gross negligence or serious breaches.

8.4. Force Majeure
Neither party is liable for any failure or delay in fulfilling contractual obligations due to force majeure.
Force majeure includes, without limitation: natural disasters, fires, floods, pandemics, strikes, wars, terrorist acts, major supplier or host failures, prolonged power or internet outages, or any other unpredictable, irresistible event beyond reasonable control.
The Agency implements all reasonable measures to secure the websites it creates and manages. However, the Agency cannot guarantee absolute protection against cyberattacks (hacking, DDoS, malware, etc.) or any other unforeseeable events. The client acknowledges the existence of risks and agrees to take appropriate security measures.
In case of such events, contract execution may be suspended during the hindrance. If this lasts beyond 30 consecutive days, either party may terminate the contract immediately by written notice, without compensation.

8.5. Deployment and Hosting

8.5.1. Agency Intervention
If the website is deployed on a client-owned server, the Agency will implement best practices to ensure smooth deployment. However, the Agency is not responsible for incidents affecting other server applications or configurations.

8.5.2. Temporary Access Creation
To ensure secure and limited-time intervention, the client agrees to create temporary access for deployment. It is recommended to delete this access once the Agency confirms completion.

8.5.3. Backup and Security
The client is responsible for full server backups before Agency intervention. The Agency is not liable for data loss or malfunctions due to missing backups.

8.5.4. Limitation of Interventions
The Agency can perform updates on the website itself but cannot guarantee server backups or intervene on server settings or security. The client is fully responsible for server management and data protection.

9. Confidentiality and Data Protection

9.1. Confidentiality
Both parties agree to maintain confidentiality of exchanged information during and after the contract, unless legal obligations require disclosure.

9.2. Personal Data Protection
The Agency complies with applicable personal data protection laws, including the Swiss Federal Data Protection Act (LPD) where applicable.

10. Changes to the GTC
Modifications to the General Terms of Sale will be notified by email to the address provided by the client. New GTC will take effect immediately unless the client objects within 14 days.

11. Use of Creations for Promotion

11.1. Promotion and Publication Rights
Unless expressly stated otherwise by the client, the Agency reserves the right to use creations produced in the course of its services (including websites, designs, and other elements) for promotion and public presentation. This includes, but is not limited to, displaying work on the Agency’s website, portfolio, social media, and other marketing channels.

11.2. Specific Usage Examples
The Agency may publish screenshots, presentations, and project descriptions for the client, provided no confidential or sensitive data is included unless explicitly agreed.

11.3. Confidentiality Compliance
If the client wishes certain project information (personal data, commercial information, or other sensitive content) not to be published or used for promotion, the client may inform the Agency. The Agency will comply and exclude these references.

11.4. Right to Modify or Remove
The client may request removal of any references to their project from Agency publications. Requests must be in writing. The Agency will remove content within a reasonable timeframe.

12. Dispute Resolution

12.1. Disputes
In case of dispute, parties agree to seek amicable resolution or mediation. Failing that, the dispute will be submitted to the competent courts of the canton of Fribourg.

12.2. Applicable Law
These GTC are governed by Swiss law, and in case of conflict, the competent jurisdiction is Fribourg.

Acceptance Clause:
By signing the quote, the client acknowledges having read and fully accepted these General Terms and Conditions of Sale.