1. Identification of Sanjco and scope of application
Sanjco is an IT company based in La Tour-de-Trême, in the canton of Fribourg.
These terms and conditions apply to all our services. They cover the integration of document management solutions, licences for third-party software and for our own software, bespoke development, maintenance, hosting and training.
They are intended for business clients: companies, self-employed persons, fiduciary firms, public administrations and associations.
Your own terms and conditions of purchase apply only if Sanjco has accepted them in writing.
The company’s identification details are as follows.
- Company name: Sanjco SA
- Address: Route du Closalet 14, La Tour-de-Trême
- Business identification number (UID): [UID number to be completed]
- Telephone: +41 26 565 47 00
- Email: info@sanjco.ch
2. Definitions
Several terms recur throughout this document.
The term ‘third-party publisher’ means the company that designed software which Sanjco distributes or integrates, for example M-Files.
The other terms used have the following meanings.
- Client: the legal entity or self-employed person that orders a service from Sanjco.
- Service: any work provided by Sanjco, from consulting to development, including maintenance and training.
- Quote: the costed document that Sanjco gives you before work begins.
- Deliverable: the tangible result of a service, for example an application, a configuration or a document.
- Licence: the right to use software, granted for a defined period and a defined number of users.
3. Quotes and conclusion of the contract
Every project begins with a written quote.
The quote describes the expected services, the planned schedule and the price.
Unless otherwise stated, a quote remains valid for thirty days.
The contract is concluded when you return the signed quote to us. Written confirmation by email also constitutes acceptance.
Any change requested after signature is the subject of a costed amendment.
The descriptions published on the sanjco.ch website and in sales documents do not constitute a quote.
In the event of any contradiction, the signed quote takes precedence over these terms and conditions.
4. Services and obligations of Sanjco
Sanjco provides its services with the care of a professional in the field.
Unless it has given a written undertaking to the contrary, Sanjco commits to the means deployed and not to a commercial result.
The deadlines given are indicative. They become binding only if the quote expressly states so.
Sanjco informs you promptly as soon as an obstacle is likely to delay the project.
For software from third-party publishers, Sanjco provides integration, configuration, training and first-level support. The software’s features remain those defined by its publisher.
Sanjco continues to develop its own software. An update does not remove a feature that has already been invoiced, unless it is replaced by an equivalent feature.
Maintenance and hosting are the subject of a separate contract. This contract sets the support hours and response times.
5. Obligations of the client
The success of a document management project also depends on your involvement.
You appoint a single point of contact who is authorised to take decisions.
You provide the necessary information, access and documents within the agreed deadlines.
You check each deliverable and send us your comments in writing within ten working days of its being made available.
If you make no comments within this period, the deliverable is deemed to have been accepted.
You ensure that your staff use the software in accordance with the licences acquired.
You remain responsible for backing up your data, unless a hosting or maintenance contract assigns this task to Sanjco.
If a delay on your side prevents Sanjco from making progress, the deadlines are postponed. Hours spent waiting may be invoiced.
6. Prices and invoicing
All prices are expressed in Swiss francs (CHF).
They are exclusive of value added tax (VAT). VAT is added at the statutory rate in force on the date of invoicing.
Services provided on a time-spent basis are invoiced at the hourly rate stated in the quote.
A fixed-price project is invoiced according to the schedule set out in the quote, for example an advance payment on order and the balance on delivery.
Licences, subscriptions and hosting are invoiced in advance for the period subscribed.
Travel expenses are invoiced according to the following scale: [scale of travel expenses to be completed].
Sanjco may adjust its rates once per calendar year. You are informed of this at least sixty days in advance.
7. Payment terms
Unless otherwise stated on the invoice, the payment period is thirty days net from the invoice date.
Payments are made in Swiss francs (CHF), without deduction or set-off.
Any objection to an invoice must reach us in writing within ten days of its receipt.
Once the payment period has expired, you are in default without any reminder being necessary.
Statutory default interest of 5 per cent per annum is then due.
Reminder fees of [amount of reminder fees to be completed] may be invoiced from the second reminder onwards.
In the event of a significant delay, Sanjco may suspend its services, including access to hosting, after notifying you in writing.
8. Intellectual property and licences
Software from third-party publishers remains the property of those publishers. This is the case, in particular, for M-Files. You receive a right to use such software, on the terms set by the publisher.
The developments and configurations produced by Sanjco, in particular the S-Files document packs, remain the property of Sanjco.
In respect of these elements, you receive a non-exclusive and non-transferable right of use. This right is limited to the term of the contract and to the number of users invoiced.
For bespoke development, the right to use the code produced is granted to you for your internal needs.
Sanjco retains its rights to its reusable components, its libraries and its pre-existing know-how. It remains free to use them for other clients.
A broader transfer of rights is possible. It must be agreed in writing and is subject to a separate price.
You do not decompile the software or make it available to third parties, except with Sanjco’s written consent.
Sanjco does not cite your name or your logo as a reference without your prior written consent.
9. Confidentiality
Each party keeps the information obtained from the other party confidential.
This undertaking covers documents, data, prices, working methods and technical access details.
It applies for the entire term of the contract and for five years after it ends.
Sanjco’s staff and subcontractors are bound by the same rules.
Information that is already public is not covered. The same applies to information whose disclosure is required by law or by an authority.
10. Data protection
In the course of providing its services, Sanjco may have access to personal data for which you are responsible.
Sanjco then acts as a processor, which means that it processes such data only on your instructions.
A separate data processing agreement specifies the categories of data concerned, the purposes and the security measures.
Sanjco complies with the Swiss Federal Act on Data Protection. It takes account of the European regulation (GDPR) where the latter applies to your activities.
Sanjco does not retain any copy of your data beyond what is necessary for the service.
The processing of data relating to visitors to the sanjco.ch website is described in Sanjco’s privacy policy.
11. Warranty and liability
Sanjco corrects free of charge any defects in a deliverable that are reported within [warranty period to be completed] months of its acceptance.
A defect is a discrepancy between the deliverable and what the quote provides for.
The warranty does not cover changes made by you or by a third party. Nor does it cover improper use, or a hardware or network failure.
For software from third-party publishers, the applicable warranty is the one granted by the publisher.
Sanjco is liable for damage that it causes through gross negligence.
To the extent permitted by Swiss law, Sanjco’s liability for slight negligence is excluded.
Liability for indirect damage is excluded, in particular loss of profit, loss of data and third-party claims.
The total amount of Sanjco’s liability is limited to the amounts invoiced for the service concerned during the last twelve months.
These limitations do not apply in the event of gross negligence, wilful deception or harm to life and bodily integrity. They do not reduce the mandatory rights provided for by Swiss law.
12. Term and termination
A project contract ends upon acceptance of the final deliverable and payment in full.
Maintenance, hosting and subscription contracts are concluded for twelve months.
They are tacitly renewed for the same period, unless terminated in writing [notice period to be completed] before the expiry date.
Termination is effected in writing, by post or by email with acknowledgement of receipt.
Either party may terminate with immediate effect if the other seriously breaches its obligations and fails to remedy the situation within thirty days of formal notice in writing.
At the end of a hosting contract, Sanjco returns your data to you in a usable format. This return is invoiced on a time-spent basis, unless otherwise agreed.
Sanjco then deletes any data still in its possession, within the agreed period.
Services already provided remain payable.
13. Subcontracting
Sanjco may entrust all or part of a service to a subcontractor, that is, a partner company acting on its behalf.
Sanjco remains your single point of contact. It is liable for the work of its subcontractors as for its own.
Subcontractors are subject to the same confidentiality and data protection obligations.
If a subcontractor processes personal data outside Switzerland, you are informed in advance.
You may reject a subcontractor on serious and documented grounds.
14. Applicable law and place of jurisdiction
These terms and conditions are governed by Swiss law.
The United Nations Convention on Contracts for the International Sale of Goods is excluded.
The exclusive place of jurisdiction, that is, the competent court, is that of Fribourg.
The parties first seek an amicable solution before taking any legal action.
If any clause of these terms and conditions proves to be void, the other clauses remain valid. The void clause is replaced by a valid provision that is as close as possible to the original intention.
Sanjco may amend these terms and conditions. The applicable version is the one in force on the date on which the quote is signed.
Working version of the prototype, to be reviewed by a lawyer before publication.