1.1 LA SOURIS VERTE SARL is a Swiss limited liability company, headquartered at Chemin du Champ-des-Filles 36A, 1228 Plan-les-Ouates, whose corporate purpose notably includes the creation and operation of multimedia productions (hereinafter, “LSV”).
1.2 In the course of its professional activities, LSV provides, for a fee, its services to any interested third party (hereinafter, the “Client”).
1.3 These general terms and conditions (hereinafter, “GTC”) are intended to govern the contractual relationship between, on the one hand, LSV and, on the other hand, the Client (hereinafter collectively referred to as the “Parties” and individually as a “Party”).
1.4 The GTC form an integral part of any contract concluded between the Parties; they shall be communicated to the Client prior to concluding any contract. By entering into a contract, the Client acknowledges having read, understood, and unreservedly accepted these GTC.
1.5 These GTC take precedence over any general conditions of the Client. Any contract concluded between the Parties may derogate from these GTC, provided that such derogation is expressly stated in writing.
2.1 Any contract concluded between the Parties is preceded by an offer communicated by email or postal mail by LSV (hereinafter, the “Offer”). This Offer notably details the type of services offered to the Client as well as the corresponding price.
2.2 The Offer may provide for derogations from these GTC.
2.3 The Offer is, in principle, valid for a period of 15 calendar days from the date it is communicated to the Client. If no acceptance is given within this time, the Offer is deemed void as from the 16th calendar day, unless otherwise agreed in writing between the Parties.
2.4 Once the Offer is accepted by the Client, the contract is deemed concluded and is binding on the Parties. Only the content of the Offer and the terms of its acceptance shall prevail, to the exclusion of any other offer, quote, agreement, negotiation, correspondence, undertaking, or other prior communication between the Parties.
2.5 The Offer and its acceptance must be drawn up in writing and be explicit and unambiguous. They may be communicated by email (without requiring any qualified signature) or by postal mail.
3.1 The price indicated in the Offer is stated in Swiss francs, inclusive of all taxes (TTC), and may constitute a unit price (Art. 3.2 GTC), a price based on the value of the work performed (Art. 3.3 GTC), or a monthly fee (Art. 3.4 GTC). LSV requires a deposit amounting to 50% of the total Offer price, which ensures coverage of the expenses incurred. In case of late payment, and after the first reminder, LSV is authorized to charge annual late interest of 5% on the total invoice amount, in addition to any potential collection costs.
3.2 The price is considered a unit price when the Offer sets, for each item, a specific price and a subtotal resulting from the multiplication of said price by the corresponding service (hereinafter, “Unit Price”). The total amount stated is neither firm nor final unless it explicitly includes the mention “fixed price.” It is further specified that:
3.2.1 In the event of a fixed price, the price shall in principle no longer be modified, regardless of the quantity of work actually provided; extraordinary and unforeseeable circumstances, force majeure events, or additional services remain excepted.
3.2.2 Failing a fixed price, the price is determined in the final invoice, depending on the number of services that have actually been necessary. Where applicable, LSV undertakes to inform the Client when the total amount specified in the contract has been reached; if the Client does not wish to pay for any additional units, LSV reserves the right not to continue performing the contract, notwithstanding any urgency.
3.3 The price is set based on the value of the work when it corresponds to the foreseeable working hours required by LSV, as well as the necessary expenses for providing the agreed services. If the hourly rate has not been predetermined by the Parties, it shall correspond to industry usage and best practices. Necessary expenses include remuneration for third-party professionals appointed by LSV to perform the agreed services under the contract binding the Parties. At the end of the contract, the Client accepts a maximum overrun of 15% of the price agreed between the Parties—excluding any additional services.
3.4 The price is regarded as a monthly fee when services are offered on a regular basis over time. The Offer expressly states the monthly nature of the service through the mention: “mensualité.” Monthly services are offered for a minimum period of six months. Unless notice of termination is given in writing by one of the Parties within 30 working days before the contract’s expiration, the contract is automatically renewed for subsequent six-month periods.
3.5 Any additional service required by the Client shall be remunerated according to the value of the work or pursuant to the unit prices practiced by LSV; this applies even if a fixed price had initially been agreed, unless the Parties expressly stipulate otherwise.
3.6 The Offer sets out the payment schedule. If the term “acompte” (deposit) features in the Offer, the first payment made by the Client to LSV qualifies as a deposit. Once paid, this deposit belongs to LSV regardless of the services provided and shall not be refunded. In the event of a failure to receive the initial deposit and/or any payment, LSV reserves the right to suspend performance of the services, without any verbal or written notice.
3.7 In the event of a reduction or waiver by the Client of the agreed services, all payments already received remain acquired by LSV, which further reserves the right to charge administrative fees and other costs caused by the alteration of the initial contract. Should payments already received by LSV fail to cover the fee due by the Client for all services already provided, as well as the aforementioned fees and costs, the Client undertakes to pay the balance within 30 days of LSV’s first demand. In the case of monthly fees, the entirety of any remaining sums due until the end of the contract shall become immediately payable.
4.1 LSV is liable towards the Client for the proper and faithful execution of the contract and undertakes (i) to carry out its services with all due diligence required by the circumstances, (ii) to perform the contract, so far as is possible, in accordance with the agreed execution and/or delivery timelines (which are not guaranteed), and (iii) to inform the Client regularly about the progress and performance of the contract, especially if events arise that may compromise or delay its execution. Any delay in performance and/or delivery of the services does not give rise to any penalty or indemnification of any kind in favor of the Client.
4.2 The Client undertakes to cooperate actively with LSV and to provide it with all necessary and useful information in due time for the continuation and proper performance of the contract. The Client shall be liable for any incorrect, incomplete, or late instruction or information, to the full discharge of LSV.
4.3 LSV may freely engage third-party professionals to perform the agreed services, without first obtaining the Client’s authorization, unless the contrary has been agreed in writing between the Parties.
4.4 LSV undertakes to carefully select both its employees and the third-party professionals it relies upon; they must be duly qualified and competent to perform the services agreed by the Parties.
4.5 The place of performance of the services corresponds to the place designated by the Client; if the Client has not set a place of performance, LSV is free to set it in good faith, taking into account the hypothetical will of the Client and the proper conduct of business, without liability to be subsequently reproached to it. If LSV provides its services, at least in part, in the Client’s premises, the Client must communicate to LSV its instructions and security measures, as well as its internal regulations, which LSV undertakes to comply with during its performance.
5.1 In the event of cancellation by the Client, LSV shall invoice the Client according to the following rules: • Cancellation more than 72 hours before the shooting date: 50% of the total firm offer amount.
• Cancellation less than 72 hours before the shooting date: 60% of the total amount.
• Cancellation less than 48 hours before the shooting date: 70% of the total amount.
6.1 LSV shall not be held liable to the Client for the non-performance of its obligations throughout the period during which the performance of said obligations is rendered unfeasible or impossible due to force majeure, a pandemic (including COVID-19), or any other exceptional and unforeseeable circumstance.
6.2 LSV shall not be held liable if the Client’s bank fails to process payment correctly.
6.3 The liability of LSV and its auxiliaries is excluded; cases of willful misconduct (dol) and gross negligence remain excepted. LSV’s liability is also excluded for acts and omissions directly attributable to its auxiliaries that amount to willful misconduct or gross negligence.
7.1 Whenever the Client contacts LSV to request an offer or conclude a contract, or during its performance, LSV may ask the Client to provide personal data (name, first name, company name, mailing address, telephone, email address, etc.), or indeed personal data of third parties. These data are held by LSV and serve to carry out the contract binding the Parties.
7.2 The data communicated by the Client to LSV are treated with the greatest confidentiality and are neither sold nor distributed. They shall not be disclosed to anyone requesting them, except by court order. LSV, its officers, and its auxiliaries are bound by professional secrecy and maintain the strictest confidentiality regarding the disclosed information. LSV may also have to share the Client’s data with external partners that must perform tasks linked to the object of the contract binding the Parties.
7.3 LSV implements all necessary measures to prevent access to the Client’s personal data, as well as any alteration or disclosure thereof.
7.4 The Client may, at any time upon simple written request, demand the consultation, modification, or deletion of the personal data they provided to LSV.
7.5. LSV declines any liability in the event of theft or destruction of personal data; cases of proven gross negligence remain excepted.
7.6. Personal data are processed and stored only for as long as required to fulfill the storage objective, within the boundaries of the law. Generally, the purpose of the processing is achieved at the termination or rescission of the contract. However, the Client consents to LSV’s use of the data provided, or the information collected, in anonymized form for identifying trends, determining consumer profiles, generating statistics, and improving LSV’s services.
7.7. Once the contractual relationship between the Parties ends, LSV has no obligation to retain any work documents, projects, sketches, digital media, files or software, algorithms, audio or video recordings, or any other data used in the course of performing its services. Upon request by the Client, LSV may keep and archive them, but at the Client’s cost and risk. LSV accepts no liability in the event of data loss or deterioration.
7.8. In the absence of an explicit prohibition by the Client, LSV is authorized to use its present or past collaboration with the Client for advertising purposes and to cite such collaboration as a reference.
7.9. This Article 7 shall apply unless otherwise stipulated in a separate agreement or undertaking between the Parties.
8.1. LSV remains the exclusive holder of the intellectual property rights over all content, illustrations, and other documents created by its employees, auxiliaries, or third-party professionals it has engaged (hereinafter, the “Creation”), and provided to the Client for the execution of the services resulting from the contract binding the Parties.
8.2. Certain intellectual property rights protecting LSV’s Creations may be transferred to the Client in consideration for the full settlement of the fees for services provided by LSV. Such a transfer must be provided for in the Offer, in a contract, or in an ad hoc agreement.
8.3. Without the prior written approval of LSV, the Creations cannot be modified, reproduced, sold, or re-used on another medium subject to reproduction rights.
8.4. Any use of the Creations is only authorized if it includes LSV’s signature or credits. Such mentions can only be moved or removed with LSV’s prior written consent.
8.5. The Client warrants that any document, content, data, medium, file, software, audio, or video (hereinafter, the “Provided Material”) that it delivers to LSV, directly or through its auxiliaries and/or representatives, is free of all third- party rights and cannot hinder the performance of LSV’s promised services. The Client thereby holds LSV harmless from any third-party claim relating to the rights over the Provided Material and its intended use under the contract. Otherwise, the Client irrevocably undertakes, in its capacity as guarantor, to pay all damages or compensation that might be claimed from LSV as a result of an infringement of rights held by a third party.
8.6. The Client undertakes to immediately inform LSV of any intellectual property rights infringement affecting the Provided Material as soon as it is ascertained.
9.1. These GTC take effect immediately and shall apply for an indefinite term.
9.2. LSV reserves the right to modify these GTC at any time, without prior notification.
9.3. The termination of contractual relations between the Parties shall make all payment obligations of the Client towards LSV immediately due and payable.
10.1. In the event that one provision or a portion of a provision is deemed void, illegal, or unenforceable under applicable law, the remaining provisions shall remain valid and effective.
10.2. The fact that a Party has not demanded the compliance or performance of a provision shall under no circumstances be construed as that Party having waived the benefit of that provision, nor shall it affect the validity in full or in part of any other provision, or the right of the Parties to require compliance with each of these provisions.
11.1. These GTC, the Offers, the contracts binding LSV and the Client, as well as any other legal relationship between the Parties, shall be governed **exclusively by Swiss law**.
11.2. The **competent forum** in the event of a dispute is located in Geneva. However, LSV reserves the right to bring action at the Client’s domicile.
12.1 LSV’s liability in the event of **loss or deterioration** of any media entrusted to it is limited to **reimbursing the cost of blank media**, provided they are still available on the market.
In addition, for any handover of media, the Client shall have taken care to **create a backup copy**. As part of its activities, LSV is covered by **Civil Liability Insurance** amounting to CHF 5,000,000 for any material damage caused by its fault or negligence. If, for any reason, the Client deems this coverage insufficient, it is the Client’s responsibility to timely contract, with its own insurer, any additional coverage it deems useful.
It is the Client’s duty to ensure that the delivered audiovisual material does not prejudice its image or business operations. LSV disclaims any liability in that respect (whether for indirect or consequential damages), and likewise for any damages attributable to slight negligence on its part.
LSV’s liability is furthermore excluded if the Client has failed to **promptly inform** it of damages that have occurred or if the Client has not fully contributed to preventing the occurrence of such claims or damages.
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