TERMS & CONDITIONS
1. ACCEPTANCE OF CONTRACT
The Client accepts the Terms and Conditions described in this Contract. This Agreement constitutes the entire and sole agreement between VAV and the Customer and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to VAV and the relationship with the Customer, the content, products or services we provide and the subject matter of this Agreement.
This Agreement may be signed in several copies, each of which shall be considered an original, but all together constitute one and the same instrument.
2. COMMITMENT
VAV agrees to perform related tasks and services for and on behalf of the Client (the "Services") as requested by the Client from time to time, including without limitation the specified Services or any parts subsequent to this Agreement or "Statement of Work", in accordance with the Terms set out in this Agreement.
3. FEES
In consideration of the Services to be provided by VAV and other obligations, the Client shall pay VAV the amounts specified in the Statement of Work.
4. EXPENSES
VAV will invoice and the Client will reimburse to VAV all reasonable and pre-approved expenses incurred in connection with the performance of the services.
5. BILLING
VAV will invoice the Client prior to the execution of the Services specified in the Statement of Work. It is the responsibility of the Client to ensure the use of the full block/hours retained in a given month, as failure to do so will result in the Client being charged by VAV for unused hours. This means that there will be no carry-over of unused hours to the following month and that the Client will not be refunded. In addition, it is the Client’s responsibility to request regular updates on outstanding hours in a given month, in order to effectively manage how time is used. This is not the responsibility of VAV.
The hours worked outside of the anticipated block or the hours retained will be invoiced by VAV to the Client in increments of 15 minutes.
6. PAYMENT DELAY
Payments not received by the due date will result in a work stoppage. VAV reserves the right to refuse completion or delivery of work until overdue amounts are paid. All materials or property belonging to the Client, as well as the work carried out, may be held in warranty until all just claims against the Client are satisfied.
7. INTEREST FOR LATE PAYMENT
In the event that the Client fails to make payment of any amount due under this Agreement on or before the due date, in addition to any other rights VAV may have hereunder, in the event of enforcement, the Client will be responsible for all costs associated with such collection, including but not limited to legal fees, attorney’s fees, court costs and collection agency fees.
8. DURATION OF THE CONTRACT
VAV shall provide, with reasonable care and skill, and otherwise in the manner normally carried out by service providers in the virtual services industry, services to Customer for a period agreed upon by VAV and Customer.
9. EARLY TERMINATION
Either Party may terminate this Agreement: immediately in the event that either Party breaches this Agreement; or At any time upon four weeks written notice to the following email address: assistant@votreva.com.
10. PAYMENT IN CASE OF EARLY TERMINATION
In the event of such termination, VAV will be paid for any part of the services that were performed prior to termination pursuant to the statement of work.
11. STATEMENT OF WORK
The Statement of Work and the obligations arising therefrom shall terminate as soon as the Client has accepted all the Services and Work Products contemplated therein and the Client has fully paid VAV. The Parties may enter into any subsequent Statement of Work for Additional Services to be performed by VAV which are subject to the terms and conditions of this Agreement, unless otherwise specified. The additional Services will be subject to a subsequent email agreement between the Parties.
12. MODIFICATIONS OF SERVICES
Any material changes to the Services, including timing, deliverables and associated fees, must be approved by prior written consent of the Party not requesting the change.
13. SUBCONTRACTING
In performing its obligations hereunder, VAV shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that VAV remains responsible for the performance of such third parties. Customer shall not, without the prior written consent of VAV, assign or otherwise transfer with any or all of Customer’s rights or obligations under the Contract.
14. LOCATION OF SERVICE EXECUTION
Services are to be executed and provided virtually by e-mail, telephone or other virtual means from the location of VAV, Zurich, Switzerland. However, VAV may choose to work on the client’s site from time to time as required.
15. OFFICE HOURS AND COMMUNICATION
The office hours will be initially flexible until VAV starts working for the Client; at which the fixed office hours will be confirmed and agreed. Email should be the primary form of communication between the customer and service provider. VAV is available for phone calls during office hours only. Occasional calls of only a few minutes are generally not invoiced to the Customer. However, the time of both parties must be respected, and calls longer than 10 minutes will be charged to the Client. Telephone meetings must be scheduled in advance. Cancellation requires at least 24 hours' notice. Missed meetings or cancellations without sufficient notice will be charged to the Client. If the Client requests services outside the hours indicated above, VAV reserves the right to charge an additional 50% of the fee.
16. DOCUMENTS AND INFORMATION
The Client must provide all content, plans, photos, product images, etc., necessary for any special project. The sources must be clear and legible. The Customer is responsible for providing all relevant information and for providing accurate, truthful and complete information necessary for VAV to perform or supplement the Services. The Client ensures that the necessary permissions for the use of the provided materials have been obtained.
17. COMPLIANCE WITH GDPR
Both Parties hereby ensure that they fully comply with their respective obligations under the Federal Data Protection Act (DPA). Each Party shall notify, as appropriate, the other Party in a timely manner of any data breach involving the other Party’s data.
VAV will process personal data on behalf of the Customer while providing a service and will have access to that data for as long as necessary to meet the requirements of the services provided to the Customer.
18. RELATIONSHIP WITH THE INDEPENDENT CONTRACTOR
VAV’s relationship with the Client must be that of an independent contractor. Nothing in this agreement shall be construed as creating a partnership, joint venture, employer-employee or agent relationship between VAV and the Client. VAV must not declare to a third party that such a relationship exists. The relationship with the contractor must be non-exclusive. VAV shall be free to work with other companies as long as such work does not present a conflict of interest in relation to this Agreement or result in the disclosure of confidential information (defined below).
19. PROPERTY
All deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that VAV designs, puts into practice or develops during the term of the contract, alone or in collaboration with others, in the course of performing the Services, including designs, data, software code, ideas, inventions, know-how, materials, trademarks, methods, procedures, tools, interfaces and other forms of technology, as well as all intellectual property rights of any kind related thereto (collectively, the "Work Product"), will be the exclusive property of the Client. VAV irrevocably assigns to the Client all rights, titles and interests worldwide in the Work Product and all intellectual property rights relating thereto.
20. CONFIDENTIALITY
VAV may obtain access to information related to the client’s activities (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data and proprietary information of third parties provided to the Client in full confidentiality) that the Client considers confidential or exclusive or has a duty to treat as confidential. VAV, unless it has the written consent of the Client, (a) holds all confidential information in confidence; not use or permit others to use the Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; (c) not disclose or allow others to disclose any Confidential Information to a third party without obtaining the express written consent of the Client on a case-by-case basis.
21. EXCEPTIONS
VAV’s obligations with respect to any part of the Customer Information, as set out above, do not apply where VAV can document that (i) it was in the public domain at the time it was communicated to VAV by Customer; it entered the public domain after being communicated to VAV by the Client without fault of VAV; (iii) it was in the possession of VAV, free from any obligation of confidentiality at the time it was communicated to VAV by the Client; or (iv) it was duly communicated to VAV without any obligation of confidentiality subsequent to the communication to VAV by the Client.
Passwords. If the Client decides to grant VAV access to the Client’s business and/or personal accounts, the Client does so entirely at its own risk, and the Client is fully responsible for the security of the Client’s data. Customer shall be solely responsible for any loss, liability or breach that may arise as a result of such access so long as such loss can be directly related to the work performed under this agreement.
22. INDENTIFICATION
Both Parties agree to defend, protect, indemnify and hold each other harmless against all suits, claims, damages, demands, liabilities or losses, including reasonable attorneys' fees and costs, committed, done or claimed as a result of any act, including omissions not described in this Agreement.
23. WARRANTIES AND REPRESENTATIONS
Each Party hereby warrants and represents that such Party is free to enter into this Agreement and that this Agreement does not violate the terms of any agreement between such Party and a third party.
24. LIMITATION OF LIABILITY
In no event shall VAV be liable for any indirect, consequential, exemplary, special or incidental damages arising out of this Agreement. The total cumulative liability of VAV in connection with this Agreement, whether in contract, tort or otherwise, will not exceed the total amount of Fees payable by Customer to VAV for Services provided under this Agreement in the 12 months preceding any settlement or arbitration of any claim.
25. COMPLIANCE OF THE WORK PRODUCT.
VAV further warrants that the Work Product will be in full compliance with the specifications, requirements and other conditions set out in this Agreement (the "Specifications"). If the Customer determines in its sole discretion that the work product does not comply with the Specifications, the Customer shall notify VAV thereof, within 3 business days of the delivery of the work product, of this non-compliance and VAV will repair or replace the work product at no additional cost. If the Customer does not express any reservation within 3 working days, VAV is not obliged to carry out repair work free of charge. If the Customer’s request goes beyond the specifications, the request will not be considered a corrective request and VAV will inform and invoice the Customer in relation to the requested changes.
26. AMENDMENTS AND WAIVERS
Any term or condition of this Agreement may be amended or cancelled only with the written consent of both Parties.
27. FORCE MAJEURE
VAV shall not be deemed to be in breach of this Agreement to the extent that performance of the obligations described herein is prevented by an event of force majeure, including, but not limited to:
- natural disasters (including fires, explosions, earthquakes, drought, tidal waves and floods);
- war, hostilities (declared or undeclared), invasion, act of foreign enemies, mobilization, requisition or embargo, rebellion, revolution, insurrection, or military or usurped power, or civil war;
- contamination by radioactivity from any nuclear fuel, or from any nuclear waste arising from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any nuclear explosive assembly or any nuclear component thereof;
- a riot, unrest, strikes, slowdowns, lockout or disorder.
28. DISPUTE SETTLEMENT
The validity, interpretation, construction and execution of this Agreement are governed by the laws of the Swiss Confederation, without giving effect to the principles of conflict of laws. The Parties may agree on other methods of dispute settlement, including negotiation, mediation and arbitration. Unless another dispute settlement procedure is agreed between the Parties, the latter agree to submit to the exclusive jurisdiction of the courts of the Swiss Confederation for any dispute arising from this Agreement.
29. DIVISIBILITY
If one or more provisions of this Agreement are deemed unenforceable under applicable law, the parties agree to renegotiate that provision in good faith. In the event that the Parties are unable to reach a mutually acceptable and enforceable replacement of such provision, (i) such provision shall be excluded from this agreement, (ii) the remainder of the agreement shall be construed as if such provision were excluded and (iii) the remainder of the Contract shall be enforceable in accordance with its terms.
30. PAYMENT METHODS
- Credit/debit cards
- PAYPAL
- Bank transfer
- TWINT