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General Terms & Conditions

The following General Terms and Conditions of SIGMASIX sàrl (hereinafter «SIGMASIX») govern all legal relationships between SIGMASIX and its clients (hereinafter «the Client») unless mandatory legal provisions or an individual written agreement provides otherwise.
The Client expressly waives the applicability of its own general terms and conditions.

1. Performance of services (Mandate agreeement)

Upon acceptance by the Client of the offer or estimate made by SIGMASIX for the performance of certain services (hereafter “the Offer”), the parties shall be bound by a mandate agreement in the sense of Articles 394 seq. of the Swiss Code of Obligations (“SCO”).

SIGMASIX shall perform the services specified in the Offer, in consideration for which the Client shall pay the fees provided for in such Offer.

If SIGMASIX issued a technical rider for the services to be provided to the Client, the proper performance of the services is conditional upon the fulfilment by the Client of the conditions contained in the technical rider.

2. Expenses, taxes and duties

In accordance with Article 402 SCO, the Client shall reimburse SIGMASIX for actual expenses incurred in connection with the execution of the mandate agreement (e.g. rental of equipment, travel expenses). Upon request, SIGMASIX shall provide to the Client an estimate of such expenses.

All taxes (excluding income taxes) and duties to be paid in connection with the execution of the mandate agreement shall be borne by the Client.

3. Payment terms

All amounts due shall be paid by the Client in the currency specified on the invoice within thirty (30) days after receipt of such invoice, through wire transfer, to SIGMASIX's bank account in Switzerland. Any banking fee in connection with the wire transfer, excluding banking fees applied by SIGMASIX’s bank, shall be borne by the Client.

In the event of late payment, and if the client fails to pay the invoice due within ten (10) days of written reminder thereof (by e-mail, fax or postal mail), SIGMASIX reserves the right to charge late payment fees and interests without necessity of further notification.

4. Duty of care

SIGMASIX shall perform its obligations with all due care in accordance with Article 398 SCO.

5. Limitation of liability

SIGMASIX and its representatives shall under no circumstances be liable to the Client for consequential or indirect damages of any kind, including but not limited to loss of profits, loss of use, loss of data, interruption of business or reputational damages, arising out of or in connection with the services provided, the use of the licensed software or otherwise, even if advised of the possibility of such damages, except to the extent provided by applicable law in case of wilful deception or serious fault of SIGMASIX.

6. Intellectual property

All visual art works of SIGMASIX and other works of authorship, including software, are protected by national intellectual property laws and international treaty provisions. The Client agrees to prevent any unauthorised copying of SIGMASIX’s visual art works and other works of authorship. The Client shall not remove or obscure any copyright notice or other proprietary notices from SIGMASIX’s works.

Unless otherwise agreed in writing, all intellectual property rights in relation with the services performed by SIGMASIX for the Client shall remain with SIGMASIX. No intellectual property rights will be transferred to the Client unless specifically agreed in a document signed by both parties.

7. Confidentiality

SIGMASIX and the Client shall keep confidential any information regarding the other party’s works, products, processes, activities, or general business operations (including sales, profits, customers, organization) which such party wishes to protect from public disclosure.

8. Licensed software

If the Offer provides for the grant to the Client of a licence for the use of a software distributed by SIGMASIX, such grant of a licence shall be non-exclusive and non-transmissible.

The grant of a licence does not give to the Client any title or ownership right to the licensed software. The Client shall not decompile, disassemble, reverse-engineer, or modify the licensed software in any way, except to the extent expressly provided by applicable law for interoperability purposes and subject to the conditions stated therein.

SIGMASIX makes no warranty, express or implied, concerning any licensed software, including, without limitation, that the software is merchantable or fit for a particular use. The software is provided "AS IS" and is neither warranted nor expected to be free of errors. Whenever a free version or a trial version of the licensed software is available, the Client has the responsibility of testing the software and ensuring that it fits his needs and is merchantable prior to the conclusion of the contract.

No support for and maintenance of the licensed software is included in the contract, unless specifically agreed. SIGMASIX may, at its sole discretion, create upgrades and updates to correct errors or provide additional features. The use of upgrades and updates may be subject to additional licence fees.

The licensed software shall not be used for any purpose that is unlawful or that is in connection with high risk activities in which the failure of the licensed software could lead to death, personal injury, or severe physical or environmental damage.

9. Force majeure

Neither party shall be liable for any breach of contract, which is caused by a matter beyond its reasonable control. Such acts include fire, lightning, explosion, war, disorder, strike or decrees by the government or other competent authorities, etc.

10. Severability

These general terms and conditions are declared to be severable. If any term or provision in these general terms and conditions shall be held to be invalid or unenforceable, the remaining terms and conditions shall be valid and enforceable. The parties shall use good faith to negotiate a substitute, valid, and enforceable provision, which most nearly reflects the original contract.

11. Governing law

These general terms and conditions and any rights or obligations of the parties shall be governed and construed in accordance with Swiss law, excluding choice of law provisions.

12. Exclusive jurisdiction

Any dispute arising with respect to or in connection with these general terms and conditions or with any contract concluded between SIGMASIX and the Client shall be submitted to the exclusive jurisdiction of the Courts of Geneva, Switzerland, an appeal to the Swiss Federal Supreme Court being reserved.