Conditions Générales de Vente
Conditions Générales de Vente
Article 1 – Purpose
These General Terms and Conditions of Sale (GTCS) govern the contractual relationship between Wattworld SA, registered in the Geneva commercial register under number CHE-107.677.960 and having its registered office at Route d’Aïre 158, 1219 Vernier, and its customers within the framework of the sale of equipment, services, and licenses for the use of SaaS services.
Article 2 – Scope of Application
These GTCS apply to all orders placed by the customer, unless otherwise agreed in writing by both parties. By placing an order, the customer unreservedly accepts these GTCS.
Article 3 – Orders
All orders must be made in writing (email, signed quote, or purchase order). The order becomes firm and final upon receipt of an order confirmation issued by Wattworld SA.
Article 4 – Prices
The applicable prices are those in effect on the date of the order, as stated in the quotes or communicated price lists. Prices are exclusive of taxes (VAT excluded) and delivery costs unless otherwise stated.
Article 5 – Payment Terms
5.1. Invoices are payable within 30 days from the date of issue unless otherwise specified in the quote or invoice.
5.2. Payment is made by bank transfer or any other method accepted by Wattworld SA.
5.3. In case of late payment, the customer shall be liable for:
- A late payment penalty calculated at an annual rate of 6% on the unpaid amount.
- A fixed compensation for collection costs, set in accordance with applicable regulations.
Article 6 – Delivery
6.1. Delivery times are given as an estimate. Any delay shall not give rise to compensation or claims unless otherwise stated.
6.2. Transport-related risks are the responsibility of the customer from the moment the goods are handed over to the carrier.
Article 7 – Warranty and Liability
7.1. The sold equipment benefits from the legal warranty of conformity and hidden defects, in accordance with Swiss law.
7.2. Wattworld SA's liability is limited to the value of the concerned equipment or service, excluding indirect, immaterial, or unforeseeable damages, such as loss of profits, data loss, or business interruption.
7.3. Warranty Exclusions:
The warranty does not apply in the following cases:
- Misuse: If the equipment or service is used inappropriately or contrary to Wattworld SA’s instructions.
- Unauthorized Modifications: If modifications, repairs, or adjustments are made without Wattworld SA’s prior written approval.
- Use of Third-Party Services: If used with unauthorized third-party equipment, software, or services.
- Normal Wear and Tear: The warranty does not cover wear and tear, negligence, vandalism, mishandling, or non-compliant use.
Article 8 – Retention of Title
The equipment remains the property of Wattworld SA until full payment is received. In case of non-payment, Wattworld SA reserves the right to reclaim the goods.
Article 9 – Termination
If the customer fails to fulfill their obligations, Wattworld SA may terminate the order without prejudice to damages and interests.
Article 10 – Force Majeure
Wattworld SA shall not be held liable for delays or non-performance due to force majeure, such as strikes, natural disasters, pandemics, supply chain interruptions, or any unforeseen events beyond its control.
Article 11 – Personal Data
Collected data is processed in compliance with applicable data protection laws. Customers have rights of access, rectification, and deletion by contacting info@wattworld.ch.
Article 12 – Intellectual Property
All intellectual property rights related to the products, services, and associated materials remain the exclusive property of Wattworld SA. No usage license is granted unless expressly stipulated in the contract.
Article 13 – Compliance with Laws
The customer agrees to comply with all applicable laws and regulations regarding safety, environmental protection, and intellectual property when using Wattworld SA’s products or services.
Article 14 – Modification of the GTCS
Wattworld SA reserves the right to modify these GTCS at any time. The new GTCS shall apply to all subsequent orders, subject to the explicit agreement of the customer.
Article 15 – Non-Solicitation Clause
For 12 months following contract execution, the customer agrees not to solicit or recruit Wattworld SA’s employees or subcontractors.
Article 16 – Returns and Cancellations
Any cancellation or return request must be made in writing and approved by Wattworld SA. Returned products must be in perfect condition and in their original packaging. Return costs are borne by the customer.
Article 17 – Insurance
Wattworld SA reserves the right to request proof of insurance covering risks related to the use of the supplied products or services.
Article 18 – Right of Withdrawal (if applicable)
Customers have 14 days from receipt of goods to exercise their right of withdrawal, except for customized or personalized products.
Exception for custom or personalized products:
Custom or personalized products cannot be returned or exchanged, except in the following cases:
- The product does not match the specified order, or
- The product has a manufacturing defect or hidden flaw.
In such cases, the customer may request an exchange, repair, or refund as per the warranty conditions.
SaaS Section
Article 19 – Definition of SaaS Service
The SaaS service provided by Wattworld SA grants access to a hosted software platform, allowing the customer to use the functionalities specified in the technical documentation. Access is granted via a usage license on a subscription basis for a defined period, subject to compliance with these GTCS.
Article 20 – License Use
Wattworld SA grants the customer a non-exclusive, non-transferable, limited license to use the SaaS service for internal and non-commercial use, in accordance with these GTCS. Any non-compliant use is prohibited.
Article 21 – Duration and Termination
The license contract is for an initial 12-month term, automatically renewable unless terminated by either party with 3 months' notice. Non-payment, substantial breach of GTCS, or non-compliance with usage rules may lead to suspension or termination without notice.
Article 22 – Usage Conditions and Restrictions
The customer agrees to use the SaaS service only for internal needs, following the provided documentation. It is strictly forbidden to:
- Copy, distribute, sell, or resell the service without explicit permission.
- Modify or decompile the software.
- Use the service in a way that damages the platform or other users.
Article 23 – Service Access and Availability
Wattworld SA commits to providing continuous access to the SaaS service, subject to regular or urgent maintenance necessary for service updates. In the event of a failure or maintenance, Wattworld SA will make its best efforts to inform the client and restore access as soon as possible. However, 100% service availability cannot be guaranteed. The guaranteed availability rate is specified in a separate SLA contract.
Article 24 – Data Ownership and Confidentiality
The client remains the owner of all data entered while using the SaaS service. Wattworld SA commits to maintaining the confidentiality and security of the client’s data and will not disclose it to third parties, except in cases of legal obligations or an explicit request from the client.
Wattworld SA implements appropriate security measures to protect data against loss, alteration, or unauthorized access.
Regarding personal data processing, Wattworld SA commits to complying with applicable regulations, including Regulation (EU) 2016/679 of the European Parliament and Council on personal data protection (GDPR). The client has the right to access, rectify, delete, and oppose their personal data in accordance with the GDPR provisions.
Article 25 – Technical Support and Maintenance
Wattworld SA will provide the client with technical support via email (info@wattworld.ch) and phone (+41 22 796 43 43), available during business hours and working days at the company’s headquarters, to resolve issues related to service usage.
The SaaS service will also be subject to regular updates, which may include bug fixes, feature enhancements, or new versions. Wattworld SA will strive to inform the client about major updates.
Article 26 – Liability and Exclusions
Wattworld SA's liability is limited to the amount actually paid by the client for the SaaS service during the last 3 months preceding the incident that led to the claim.
Wattworld SA shall not be held liable for data loss, service interruptions, or any indirect, immaterial, or speculative damages resulting from the use of the SaaS service.
Article 27 – Payment Terms and Subscriptions
The SaaS service is provided on an annual subscription basis, payable quarterly in advance.
Wattworld SA reserves the right to modify subscription prices with a 90-day notice. In case of non-payment at the due date, Wattworld SA may suspend service access until payments are settled.
Article 28 – Governing Law and Jurisdiction
The contract is governed by Swiss law. In the event of a dispute, the parties agree to seek an amicable solution before referring the matter to the competent courts of Geneva. To this end, the parties may resort to mediation. If mediation fails, the dispute will then be brought before the competent courts of Geneva.
Geneva, december 18th 2024.