Purpose and scope of application
Palmer Tech is the trading name of Palmer Enterprises SA (Rue du Stand 51, 1204 Geneva, UID CHE-258.566.171), referred to below as "Palmer Tech".
These general terms govern the following services, when they appear in the quote:
- design and development of showcase websites, landing pages and online shops
- trade software and tailored tools
- extensions or takeovers of an existing piece of work
- go-live, managed hosting, maintenance and additional lots
They are aimed mainly at professionals (companies, independents, public bodies). A consumer within the meaning of Swiss law also benefits from the mandatory rules that apply to them: no clause here sets those rules aside.
Any order implies acceptance of the terms in force on the date of the quote, available on palmer-tech.ch. A client’s purchasing terms apply only if Palmer Tech has accepted them in writing.
Quote and formation of the contract
A request via the website form, an email or a meeting binds neither party. Palmer Tech draws up a written quote: scope, deliverables, fixed price, payment milestones, handover date.
The quote is valid for the period stated on the document, otherwise 30 calendar days. The contract is formed when the client accepts the quote in writing (signature, confirmation email, or any equivalent method set out in the quote) and, where required, pays the requested deposit.
Website content (project examples, typical durations, ranges) is indicative. Only the accepted quote sets the obligations.
Price and payment
Prices are expressed in Swiss francs (CHF), in the usual Swiss format. Unless the quote says otherwise, they are fixed for the scope described. Work outside the scope is covered by a priced amendment before it is carried out.
If Palmer Tech is subject to Swiss VAT for the service concerned, the applicable VAT is shown on the quote and the invoice. In Switzerland, the price announced to a business or private client is stated clearly, without the French labels "including VAT" or "excluding VAT".
The milestones (deposit on order, interim statements, balance on handover) are those of the quote. Unless a shorter period is stated, invoices are payable within 30 days net. Late payment allows Palmer Tech, after a reminder, to suspend the project and to charge default interest at the usual Swiss rate, without prejudice to other rights.
Third-party costs (domain names, certificates, licences, advertising, photography, external copywriting) remain payable by the client if they are not expressly included in the quote.
Carrying out the project
Palmer Tech carries out the lots in line with professional standards, with the contacts named (account lead, project lead). Specialists may be brought in on a lot: contractual liability towards the client remains that of Palmer Enterprises SA.
The quote’s handover date is firm, provided the client supplies content, access, approvals and feedback within the agreed times. A delay by the client postpones handover by the same amount, with no compensation payable by Palmer Tech.
A case of force majeure (major infrastructure failure, act of public authority, irresistible external event) suspends the deadlines for its duration.
Client obligations
The client warrants that they have the right to use the text, visuals, trademarks and data they provide. They remain responsible for content published on their work once handover has taken place, including under the FADP, copyright and advertising law.
They appoint a single contact, authorised to approve the stages. Written approval (including by email) is final for the lot concerned. Going back on an approved lot is outside the scope.
The client provides, on time, the access required (hosting, DNS, shops, APIs). Palmer Tech is not responsible for a block at a third party (registrar, payment gateway, App Store, and so on).
Handover
Palmer Tech calls an acceptance review against the quote’s criteria. The client has 10 working days to report in writing any non-conformity with the scope. After that period, without a reasoned reservation, handover is deemed accepted.
Founded reservations are corrected within a reasonable time. Requests for change, even minor ones, fall outside acceptance and follow the amendment route.
Go-live (domain name, DNS, switch) takes place after acceptance, or earlier if the quote provides for it. The balance is due on handover, even if the client delays the public launch through their own doing.
Ownership of the code
Palmer Tech remains the owner of the methods, the Maestra framework, the generic building blocks and the know-how reused from one project to another. The client does not acquire these elements, except for the licence of use needed for their work to run.
For developments made specifically for the client and paid for, Palmer Tech assigns, from full payment, the right to use, adapt and have this code maintained for the needs of the client’s business. The code of the delivered work remains recoverable: Palmer Tech does not lock it and, on written request after the balance is paid, provides a usable copy (git repository or archive), under the terms of the quote.
Open-source or third-party licences keep their own terms. The client undertakes to respect them.
Until the balance is paid, Palmer Tech may withhold delivery, go-live or administration access.
Warranty
For 90 days after handover (or the longer period written in the quote), Palmer Tech corrects free of charge defects of conformity with the scope that are reported to it in writing, provided they do not result from a change by a third party, misuse, client content, or a change of environment (PHP, browser, third-party API).
Ongoing enhancement, security updates beyond this period, backups and managed hosting are a separate lot, if it is taken out.
Palmer Tech does not guarantee a ranking in a search engine, a volume of sales or a marketing result, unless a quantified commitment is expressly written in the quote.
Liability
Palmer Tech is liable for direct damage caused by a fault in performing the contract. Except in cases of fraud or gross negligence, its liability is limited to the amount actually paid, excluding options, by the client under the quote concerned, in the 12 months before the event giving rise to the claim.
The following are excluded, within the limits allowed by Swiss law: loss of profit, loss of the client’s data (except a proven breach of a backup duty written in the quote), harm to reputation, and indirect damage.
Palmer Tech is not responsible for content published by the client, nor for interruptions attributable to the host, a registrar, a third-party API or the Internet.
Termination
Either party may terminate the contract with immediate effect in the event of a serious breach not remedied within 15 days of a written notice (failure to pay, lasting refusal to deliver essential content, abandonment of the project).
If termination is attributable to the client, lots already carried out and costs already incurred remain due. The deposit is not refundable to the extent of work already done. Any remaining balance is invoiced pro rata, against evidence of the project.
If termination is attributable to Palmer Tech, the client pays for conforming lots already delivered. Amounts paid beyond that are returned. Rights in specific code already paid for remain with the client.
Confidentiality
Each party keeps confidential the other party’s information that is not public (access, figures, specifications, unpublished code). This duty survives for 3 years after the end of the project, with no time limit for trade secrets and personal data.
Palmer Tech may name the client and show the work in its portfolio, unless the client objects in writing before go-live. Personal data remains governed by the data protection statement.
Law and venue
The contract is governed by Swiss law, excluding conflict-of-law rules and the Vienna Convention on the international sale of goods.
For any dispute, the courts of Geneva have jurisdiction, subject to mandatory venues (in particular if the client is a consumer domiciled in Switzerland).
If a clause is held void, the others remain in force. Palmer Tech’s silence about a breach is not a waiver.
Publisher of the website: legal notice.