Terms and Conditions of Digidely Sàrl

Digital marketing, digital design, development and automation

Last updated: September 27, 2026

1 Provider and Scope of These Terms

Digidely Sàrl, Rue du Pont 26, 1820 Montreux, Switzerland, company identification number CHE-421.516.949, registered in the Commercial Register of the Canton of Vaud, provides digital marketing, digital design, development, automation and related services. Contact: contact@digidely.com. In these Terms, it is referred to as “Digidely” and its contracting party as “the Client”.

These General Terms and Conditions constitute the common framework for Digidely’s services ordered for the Client’s business needs. They cover, in particular, strategy and consulting, visual identity, content creation, advertising campaigns, social media, search engine optimization, website development and maintenance, applications and software, integrations, automation, artificial intelligence, training, support, hosting, and maintenance. Only the services actually ordered are due.

These terms and conditions are available at digidely.com and may be attached to any contract or quote in which they are incorporated. They apply to one-time assignments, projects, and recurring services in accordance with the agreed-upon terms. The rules for using our website are also set forth in Article 17. The use of a platform operated under a different brand is governed by its own terms and conditions; these terms and conditions do not automatically apply to such platforms. Orders for personal use require an appropriate framework, subject to mandatory consumer rights.

2 Contractual Documents

The contractual documentation includes the project contract or framework agreement, the quotes and specifications expressly incorporated therein, as well as the applicable annexes. It defines the services, deliverables, exclusions, prices, and deadlines. Any special terms and conditions that have been agreed upon take precedence over these general terms and conditions. Specially agreed-upon annexes take precedence in the areas they govern, particularly with regard to payment terms, service levels, and data protection. Among the other documents, the expressly agreed-upon order of priority applies. Any conflict between documents must be resolved by the parties prior to the performance of the relevant service; the date of a document alone does not constitute an accepted amendment to the contract.

Discounts, hourly rates, recurring charges, hourly caps, and other special benefits do not apply to other orders or customers without prior agreement. The Customer’s terms and conditions of purchase apply only if Digidely expressly accepts them.

These terms and conditions are provided or made available for viewing and downloading prior to the Customer’s acceptance, along with their version number. Their mere publication on the website does not constitute acceptance of a service agreement. The privacy policy is a separate document and does not constitute general consent to any data processing.

3 Conclusion of the Contract and Signatures

Unless a different expiration date or duration is specified in the offer, offers are valid for 15 calendar days. The prices and product descriptions on the website are for general information purposes only; the contract specifies the exact details of the order.

The contract is concluded when the Customer and Digidely’s authorized representatives have accepted the same set of contract documents in accordance with the agreed-upon process. A joint signature by two parties requires the involvement of two authorized representatives; the Customer must also involve the representatives required by its own authority. Technical validation, an automatic acknowledgment of receipt, or a payment does not replace the acceptances necessary for the conclusion of the contract. Any deposit received prior to the conclusion of the contract will be refunded if the contract is not concluded.

The contract and its identified appendices may be compiled into a single document, signed once by each signatory, without the need for a separate signature on each page. The appendices must be available prior to signing and unambiguously linked to the accepted version. Any modification to the document after signing requires renewed acceptance by the parties concerned.

The contract may be signed on paper or electronically in accordance with the agreed-upon process. For documents not subject to specific formal requirements, the parties accept an electronic signature that identifies the signatories, links their acceptance to the record, and preserves the record’s integrity—in particular, an advanced or qualified electronic signature. Any legal or contractual requirement for a specific form remains applicable; the Swiss equivalent of a handwritten signature requires a qualified electronic signature with a qualified electronic time stamp that meets the conditions of Art. 14, para. 2bis of the Swiss Code of Obligations (CO).

The signature provider is specified in the invitation. Regardless of the service used, the requirements regarding form, identification, file integrity, proof, and data protection remain in effect.

Each signatory uses their own identity and has the necessary authority. Digidely’s representatives sign exclusively in the name of and on behalf of Digidely Sàrl. Their signature does not constitute a surety or a personal guarantee. Once the final document has been accepted, it, along with its attachments and supporting evidence from the process, is retained, and a copy is provided to each party.

4 Scope and Changes

Digidely performs its services with the expected professional diligence. When a specific deliverable is agreed upon, it must comply with the accepted specifications. Unless expressly agreed otherwise, consulting, marketing, and SEO services do not include any guarantees regarding revenue, rankings, conversions, or profitability. Campaign estimates and objectives do not, by themselves, constitute such commitments.

For campaigns and communications, the parties define the channels, target audiences, content to be approved, tracking metrics, and authorized budgets. Digidely operates within the limits of these authorizations; any budget increase requires prior approval. The Client verifies information regarding its products and services, prices, claims, and disclosures specific to its business. A sector-specific legal analysis is included only if expressly provided for. This division of responsibilities does not relieve Digidely of the professional diligence and legal obligations associated with its assignment.

A fixed-price package covers only the agreed-upon scope, including the number of proposals, rounds of revisions, and corrections specified in the contract, if defined. However, correcting a defect attributable to Digidely may not be billed as a simple additional request solely because that limit has been reached. An estimated number of hours constitutes a cap only if this is expressly stated. Digidely will notify the Client as soon as it becomes foreseeable that the limit will be exceeded. Any expansion of the scope or budget requires prior agreement specifying its impact on pricing and deadlines. No additional charges will be incurred solely due to the Client’s silence.

Designated representatives may provide operational approvals and confirm assignments via email within the limits of the authority and framework previously granted. Any change to the price, duration, or scope that exceeds this framework requires the approval of authorized representatives from each party. The rules regarding representation and form set forth in Article 3 remain applicable.

Digidely organizes its methods and resources independently, in accordance with the commitments made and the security requirements communicated. Collaboration is non-exclusive unless otherwise agreed. If it is agreed that a designated contractor will personally perform the work, any replacement of that contractor requires the consent specified in the contract; such designation does not make the contractor a party to the contract or a guarantor.

5 Collaboration and Deadlines

The Client shall provide accurate content, the necessary rights, secure access, and the expected decisions in a timely manner. If no deadline has been set, the Client shall respond within 3 business days of receiving a specific request, or shall indicate within that timeframe the additional time reasonably required. Digidely shall notify the Client of any missing elements and their consequences. Deadlines shall be adjusted based on the actual impact of the delay and reasonable availability for resuming work; any additional costs must be justified and agreed upon.

Dates are approximate unless expressly specified in the contract. Digidely shall notify the Customer of any foreseeable delay and of the measures being taken to mitigate its impact. This provision does not waive the Customer’s rights in the event of non-performance attributable to Digidely. Business days are defined as Monday through Friday, excluding public holidays in the Canton of Vaud.

6 Delivery and Acceptance

Upon delivery of a deliverable subject to acceptance, the Client has 7 calendar days—unless a specific timeframe has been agreed upon—to verify it against the specifications and report any defects in sufficient detail. Digidely will correct any defects attributable to it within a timeframe appropriate to their severity. Minor defects that do not prevent essential use may be included on a list of reservations.

If no response is received, Digidely will send a reminder specifying the consequences of failing to respond and will grant an additional 5 business days. At the end of this period, the deliverable is deemed accepted with respect to any reasonably detectable apparent defects. Use in production expressly authorized by the Client also constitutes acceptance in this regard; a simple test does not constitute acceptance. Hidden defects must be reported without delay upon their discovery.

This acceptance does not waive any reported reservations, hidden defects, or mandatory rights. Legal rights related to defects remain applicable; the absence of maintenance does not relieve Digidely of its obligations regarding defects existing at the time of delivery. For custom developments, a 30-calendar-day technical support period following acceptance covers, at no additional charge, the correction of critical defects attributable to Digidely and falling within the agreed scope. This period constitutes a support commitment; its expiration does not extinguish statutory rights related to defects. New requests and changes in preferences are treated as scope modifications.

7. Prices and Payment

Prices are quoted in Swiss francs. The contract specifies whether VAT applies and distinguishes between fees, recurring costs, licenses, API usage, and third-party expenses. Unless otherwise specified, business rates are exclusive of VAT when applicable. Advertising budgets and third-party expenses are incurred only with the Client’s authorization.

In the absence of a specific schedule, fixed-price projects are invoiced at 30% upon signing the contract, as an initial payment, and 70% upon the agreed-upon go-live date or, for a deliverable without a go-live, upon its acceptance. Time-and-materials services are billed monthly at the agreed-upon rate, with a statement detailing the date, duration, and nature of the work performed. Invoices are payable net 30 days from the date of issuance, unless a different payment term is expressly specified in the relevant contract. Work may be contingent upon receipt of the agreed-upon advance payment.

Travel time, expenses, hourly surcharges, reserved time slots, and cancellation policies are billable only in accordance with the terms previously agreed upon. These terms do not establish any monthly minimum or cancellation fee. Any compensation remains subject to the limitations of applicable law, particularly with regard to the termination of the engagement.

Remuneration based on results, revenue, or collections is due only if expressly agreed upon. The agreement specifies the method of calculation, supporting documentation, authorized audits, payment schedules, duration, and the effects of the termination of the collaboration. It remains separate from other fees and expenses to the extent agreed upon. No rate, exclusivity, or minimum commitment of this nature arises solely from the acceptance of these terms and conditions.

Billing controls are limited to the necessary information, are read-only whenever possible, and prioritize aggregated data. They do not confer any authority to manage or collect payments on behalf of the Client. The Client remains responsible for its business, its offers, and its relationships with its own customers; Digidely remains responsible for the obligations incumbent upon it in the performance of its duties.

The Customer shall promptly report any substantiated dispute and pay the undisputed portion. In the event of default, interest at a rate of 5% per annum shall be due in accordance with Swiss law. Collection costs may be claimed only to the extent permitted by law, upon presentation of supporting documentation, and without double compensation.

8 Suspension

In the event of a material breach, including non-payment, Digidely may suspend the affected services after issuing a notice outlining the consequences and granting at least 10 calendar days to remedy the situation. The measure must be proportionate. It may not be used to delete the Customer’s data as a penalty or to block services unrelated to the breach.

In the event of an urgent security threat or a clearly unlawful use, immediate suspension—limited to what is necessary—is possible. Digidely will notify the Customer as soon as possible without exacerbating the risk. The terms for resuming service and any justified fees will be communicated to the Customer.

9 Intellectual Property and Access

The Client retains its rights to the content and data it provides. The Client warrants that it has the necessary authorizations to use such content and data for the project. Digidely retains its pre-existing tools, methods, libraries, generic components, and know-how, as well as any items expressly excluded from the deliverables.

Upon full payment of the fixed fees due for the relevant deliverables, the Client receives a worldwide, non-exclusive right to use the materials created specifically for the Client for the agreed-upon purpose, for the statutory term of the relevant rights, including their maintenance by a third party subject to confidentiality obligations. An exclusive assignment, the transfer of working files or source code, and redistribution rights require an express provision. Rights to third-party components remain subject to their respective licenses, which will be disclosed when they affect the intended use. Production deployment expressly authorized by Digidely entails provisional authorization to use the deliverables in accordance with the contract during the payment period. Future variable compensation, by itself, does not defer the grant of usage rights until the end of its term; the consequences of overdue payment remain governed by the contract and the proportionate measures set forth in Article 8.

The domains, accounts, and subscriptions intended to belong to the Customer are identified in the contract and, where possible, opened in the Customer’s name. The corresponding access credentials are provided according to the agreed-upon schedule. Rights to personal data are never transferred by this clause alone.

10 Third-Party Services and Maintenance

Hosting providers, platforms, search engines, app stores, and API providers may modify their features, prices, and terms. Digidely will notify the Client of any known changes affecting the project and, if necessary, propose a revised cost estimate. Such changes do not relieve Digidely of its own obligations regarding the selection, integration, or monitoring of the services for which it is responsible.

Hosting, maintenance, support, backups, and monitoring are included only to the extent described in the contract. The maintenance addendum specifies support hours, any guaranteed response times, backup frequency and retention, restoration, updates, quotas, and exclusions. No continuous service or specific uptime is guaranteed without an express commitment. The included services and their dependencies are defined in the contract. The termination of one component does not automatically result in the termination of independent services covered by another agreement. Platform fees and media budgets remain separate from Digidely’s fees, as specified in the accepted quote.

The Customer shall protect the accounts under its control, restrict access rights, notify Digidely of any third-party changes that may affect its services, retain the agreed-upon independent copies, and promptly report any incidents. These obligations do not replace the security and backup measures expressly entrusted to Digidely.

11 Privacy and Personal Data

Each party shall protect the other party’s non-public information, restrict access to such information to those who need it, and require appropriate confidentiality from those involved. This obligation does not apply to information that has become public without any breach, is already lawfully known, or has been lawfully obtained from a third party. Disclosures required by law shall be limited to what is necessary. Confidentiality shall continue after the termination of the contract for as long as the information retains its confidential nature or remains protected by law.

Each party complies with the Swiss Data Protection Act (LPD) and, where applicable to its data processing activities, the GDPR. When Digidely processes personal data on behalf of the Client, a data processing agreement is included in the file prior to processing. It specifies the instructions, purposes, categories of data and individuals, security measures, processors, countries, transfers, assistance, incidents, and procedures for return or deletion.

Digidely may engage qualified third parties, subject to the agreed-upon obligations of personal performance and authorizations. Sensitive data or data subject to professional confidentiality shall not be copied to Digidely’s systems or transmitted to another tool unless it is necessary, authorized, and lawful. The use of subcontractors to process the Client’s data complies with the authorizations set forth in this agreement. Digidely will notify the Client of any security breach involving such data as soon as possible and provide the agreed-upon assistance. Each party retains the legal obligations specific to its role.

12 Liability

Unless a specific cap is expressly agreed upon in the contract, for damages caused by slight negligence, Digidely’s total liability under a single contract is limited to proven direct damages and the total amount of fees paid or due for the project in question. For a recurring service, the cap corresponds to the fees paid or due for that service during the twelve months preceding the event giving rise to the damages. Advertising budgets and third-party expenses re-invoiced without a markup are not included in this calculation.

In the same context of slight negligence, Digidely is not liable for indirect or consequential damages, including lost profits or lost business opportunities. Reasonable costs associated with data recovery may constitute direct damages when they result from Digidely’s breach of an agreed-upon obligation; they are not excluded solely by virtue of their nature.

These limits and exclusions do not apply to fraud, gross negligence, injury to life or bodily integrity, or liabilities that the law prohibits from being limited. They do not restrict the mandatory rights of the affected parties or the powers of the authorities. They also extend to Digidely’s bodies, employees, and agents, to the extent that such protection may be validly agreed upon. No personal liability is imposed on the partners or managers; personal liability imposed by law remains reserved.

13 Third-Party Claims

The Customer is liable for claims by third parties arising from a breach attributable to the Customer of its obligations regarding the content, instructions, or rights provided. The Customer shall bear reasonable costs and proven damages, to the extent of its liability. The Client shall promptly notify Digidely, cooperate in the defense, and shall not enter into any settlement at its own expense without Digidely’s consent. This provision does not cover the portion of damages attributable to Digidely.

14 Term and Termination of the Contract

The term and renewal terms of subscriptions are specified in the contract. In the absence of such provisions, a recurring service agreement is entered into for an indefinite term and may be terminated with 30 calendar days’ notice, via a notification that provides proof of receipt, such as an email sent to the designated contact person. A minimum term or annual renewal applies only if expressly agreed upon. A fixed-term contract ends upon its expiration if no renewal has been agreed upon.

When multiple services or agreements have been agreed upon as independent, their duration and termination are assessed separately, subject to any expressly provided connections and mandatory law. The specific terms agreed upon take precedence over the general notice period set forth above.

Either party may terminate the contract for a material breach that has not been remedied within 10 calendar days following a formal notice, or immediately if continued performance of the contract cannot reasonably be expected. Mandatory termination rules, in particular Article 404 of the Swiss Code of Obligations (CO) as it applies to agency agreements, remain reserved. For a project interrupted by the Client prior to its completion, the provisions of Article 377 of the CO apply when the conditions of that provision are met.

At the end of the contract, the parties shall prepare a statement of services rendered, authorized expenses, and any legally required compensation. Advance payments shall be applied toward these amounts, and any excess shall be refunded. These terms and conditions do not provide for any lump-sum termination indemnity; any specifically agreed-upon indemnity must comply with legal limits. An increase in recurring rates must be announced at least 60 days in advance and does not apply during an agreed-upon fixed-term period; the Client may reject the increase and terminate the relevant service before it takes effect.

15 Return of Data and Exceptional Events

At the end of the collaboration, Digidely shall provide the Client with the data and access rights to which the Client is entitled in the standard available format, in accordance with the contractual terms. In the absence of specific terms, a 30-day retrieval period is granted. Additional migration services are billed separately. Data deletion is subject to the data processing agreement and retention obligations; the Client is notified of the deletion deadline. An outstanding payment does not justify the punitive destruction of data.

An external event beyond a party’s reasonable control suspends only those obligations that it actually prevents from being performed, for as long as necessary. The affected party shall notify the other party and minimize the consequences. A system failure or cyberattack does not automatically constitute such an event. If the impediment lasts longer than 30 days, either party may terminate the affected portion of the agreement, with a settlement for services rendered and reimbursement of unused advance payments, subject to applicable legal rights.

16 Support Tools and Automations

When the service includes artificial intelligence tools or automation features, the contract specifies their function, the integrated tools, the authorized data, and the required validations. These tools support the execution of the project within the agreed-upon limits.

Digidely is responsible for the due diligence involved in design, configuration, and the verifications that fall within its purview. The results generated may require correction or adjustment; their accuracy, uniqueness, and exclusive protection under intellectual property rights cannot be guaranteed by the use of a tool alone. The Client performs the agreed-upon business validations prior to publication or use in a decision related to its business. This validation does not relieve Digidely of its own obligations.

The automatic sending of communications, the authorization of expenditures, and the modification or deletion of critical data are limited to actions that have been expressly authorized. The project provides for tests, controls, and appropriate means of halting such actions.

Personal or confidential data is transmitted to a tool only within the agreed-upon scope and with appropriate safeguards. These terms do not authorize the reuse of such data to train or improve a general model. Such use requires a separate agreement and verification of its lawfulness. Uses involving sensitive data, professional secrets, or individual decisions with significant consequences are subject to an appropriate prior review.

17 References and Use of the Site

Digidely will only publish the Client’s name, logo, screenshots, or case studies for promotional purposes with the Client’s prior consent. Confidential information and personal data remain protected.

The content on the digidely.com website belongs to Digidely or its rights holders. Viewing and uses permitted by law are unrestricted; reproduction or commercial use requires authorization when required by applicable law. Any attempt at unauthorized access or interference with the website’s operation is prohibited. Third-party websites accessible via links are the responsibility of their respective operators. The limitations of liability set forth in Article 12 apply to the extent that they are legally enforceable; merely visiting the website does not constitute a contract for services.

18 Versions and Dispute Resolution

The version accepted at the time of conclusion remains applicable to the contract. A new publication on the website does not retroactively modify existing contracts. Contractual changes require an agreement in accordance with Articles 3 and 4, subject to the pricing mechanism expressly provided for in Article 14.

Swiss law applies. The parties shall first seek an amicable resolution, without precluding any urgent measures or actions necessary to safeguard a right. Subject to mandatory jurisdiction rules and other mandatory provisions, the courts with jurisdiction over Digidely’s headquarters in Montreux, Canton of Vaud, shall have exclusive jurisdiction. If any provision is invalid, the remaining provisions shall remain in effect to the extent that the contract can be upheld.