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General Terms and Conditions

(Terms 1st to 7th are standard Terms applicable on all services/projects)

1. Contractual provisions

1.1
Scope: Forming Clouds Network GmbH trades publicly as FCN Hereinafter, the name FCN will be explicitly referred to. The terms and conditions for FCN also apply to www.fcn.design. All people employed by FCN are entitled to enter into contracts and agreements on the company’s behalf.

Now, therefore, in consideration of mutual promises, covenants and conditions set forth herein, The parties hereto agree to the terms mentioned in this agreement proposal.

Important: Payment of the advance fee also indicates that the client accepts these terms and conditions, and approves to commence the work.

1.2
Contract term: The clients’ approval for work to commence shall be deemed a contractual agreement between the Client and FCN. The approval for the work can be through either an email confirming back the quote (with the quote document attached) or the quote document signed by the client. Unless otherwise agreed, the contract term is three years. At the end of the current contract term, the term is automatically extended by one year, unless one of the parties has sent written notice of termination by registered mail at least 90 days beforehand. All support services stop upon notice of termination. The contract only expires at the end of the notice period. With the expiry of the contract, all products created by FCN shall be returned to FCN, and all hosting services such as domains and emails will be terminated.

1.3
General provisions: If any provision of these terms and conditions is invalid, this does not affect the validity of the contract. The validity of the remaining provisions in these terms and conditions remains likewise unaffected. The ineffective provision shall be replaced by one that comes closest in sense and purpose. These terms and conditions are governed exclusively by Swiss law. The place of jurisdiction is Schwyz, Switzerland.

1.4
Amendments: FCN reserves the right to amend parts of the contract or terms and conditions to reflect changing circumstances without having to give direct notice to the client. The client has the right to an extraordinary termination of the contract with a pro-rata refund of prepaid costs for the remaining duration of the contract duration, insofar as they can plausibly demonstrate that these amendments would have prevented them from entering into the contract if they had been place at that time.

 

2. Payment Terms

2.1
Prices: The package prices posted on the website and in the contract apply for the creation of the client’s website, graphic design, and annual costs, as well as the conditions of the terms and conditions. Any additional services not included in the package will be billed at an hourly rate of CHF 100. Any further enhancements, adjustments, or other services will be billed at the same hourly rate, unless otherwise agreed in writing.

2.2
Late payments: FCN will not charge any fees for the first reminder notice sent after an open invoice remains unpaid by the payment deadline. [] If the client again fails to pay the amount by the due date, FCN will charge a fee of CHF/EURO/USD 20 for the first collection notice and CHF/EURO/USD 30 for the second collection notice for the settlement of incurred costs and loss of income. The client acknowledges that if FCN is forced to pass on the account to a collection agency, this will result in additional costs for the client. FCN is entitled to temporarily deactivate the client’s website without notice for non-payment, until such time as the client pays its outstanding balance.

2.3
Annual fees: These apply from the date the contract is signed, unless otherwise agreed. They apply regardless of actual use, or partial use. For as long as the client’s site remains in operation, they are payable to FCN. If there is reason to suspect that the client will soon be unable or unwilling to pay in the near future, FCN is entitled to demand the outstanding balance immediately.

2.4
Instalment payments: FCN is in no way obliged to offer instalment payment options once the contract is signed. If FCN does grant the client’s request for an instalment payment plan, they are entitled to charge additional fees for the additional administrative expenses and loss of income.

2.5
Payment shall be due within 14 days of the invoice date unless specifically mentioned in the invoice.

2.6
Full publication of the website/design artwork/technical work will only take place after fully payment has been received in our account unless otherwise agreed in writing.

2.7
Any material previously published may be removed if payment is not received. When this occurs, a minimum charge of CHF/EURO/USD 250 will be charged to have the site, artwork restored.

 

3. Rights and Obligations of FCN

3.1
Self-promotion: Unless otherwise agreed, the client agrees that FCN may display the digital artwork, graphics, websites etc. it has created for the client on the company’s website. The client will allow FCN to place a link to their website on the client’s site. As a rule, FCN places their logo without further comment in the address bar at the bottom of the client’s website; this logo links to the company’s site.

3.2
Browser compatibility: FCN is constantly adapting their websites to new versions of browsers. This service is included in the annual service contract. Unless indicated otherwise, the settings are for desktop screens, and do not include explicit versions for smartphones and/or tablets. No guarantee of browser-compatible display is made for outdated or not commonly used technologies and/or browser versions with less than 3% of the market share in Switzerland and worldwide. If the client should become aware of a browser incompatibility not excluded above, this will be remedied at no charge by FCN.

3.3
Warranty: FCN agrees to undertake their commission with the utmost care, and commit to the repair of any defects at no extra charge. If such repair should fail (e.g. in the case of impossibility), the client asserts no claim for compensation, unless such failure was the result of intentional or grossly negligent acts. []

3.4
Disclaimer of liability: FCN accepts no liability for direct or indirect damage due to technical problems, server failure, data loss, transmission errors, or other reasons, and is not liable for lost profits and consequential damages. They will not reimburse the costs of third-party services. FCN is not liable for damages caused by faults in third-party programs.

3.5
Copyright: The copyrights of all works completed by FCN are retained by FCN, and all work remains their intellectual property. This expressly includes all textual, photographic, and graphical artworks created by FCN. These may only be used for other purposes with the express written consent of FCN. Such consent may incur fees. In particular, the programming code, the user interface, and the FTP data structure of FCN pages are its intellectual property and can under no circumstances be disclosed to third parties.

3.6
Consultants: If the client is not satisfied with their assigned web consultant, FCN agrees to provide another consultant at no extra charge, or to fulfil their obligations via client support in order to ensure optimal project support. If excessive cost or discrepancies arise with the client, FCN may refer the client to another employee.

3.7
Termination: FCN is entitled to terminate the contract and stop delivery of all services for failure to comply with the contract terms including any outstanding payment obligations. Such termination/suspension does not establish any claim for damages for the client.

3.8
Hosting: The annual fees cover server space for at least one domain to be provided by FCN. The choice of server provider is at the sole discretion of FCN. The client cannot access the server administration and, unless otherwise agreed, FCN sets up servers and domains based on their own default settings and in their own name. A move from an existing server must be explicitly wished by the client. The client is responsible for arranging the forwarding of any associated email accounts. FCN package prices include the hosting of newly registered sites, but not the transfer/redirection of existing servers. The latter can be provided by FCN at an extra cost.

3.9
Email: Unless otherwise agreed in writing, FCN will provide a free email server for one email address together with the technical access data required for the independent setup of addresses. Additional accounts are subject to a charge. Upon request, FCN will remotely set up a client email for an additional fee. In special cases, such as the set-up of mobile devices, technical links, data transfer of existing accounts etc., a successful installation cannot be guaranteed, and all services will be billed at the hourly rate. FCN is not liable for any unreceived or unsent emails from email accounts or contact forms, and cannot completely prevent the delivery of spam emails.

3.10
Search engines: FCN will register the client’s website with various search engines and link directories. It will also create and manage Google AdWords campaigns. FCN makes no guarantee whatsoever that the client’s website will obtain a certain search engine ranking, because such positioning depends on numerous factors over which FCN has no influence. FCN will retain a portion of the campaign budget to cover its own expenses. The client acknowledges that FCN will not disclose the nature of its activities related to search engine placement, as these are the intellectual property of FCN. Any activities for partnerships with external search engine companies are not included in the annual fees.

3.11
Closure of business: If for some reason FCN ceases its activities in this area of business, the client will be provided a free data CD containing all relevant website data. This will allow the client to continue operating the site on its own.

3.12
Privacy: FCN treats all received data as confidential. No data shall be disclosed to third parties. Excluded is that which, under strict conditions, must be disclosed to partners involved in fulfilling the contract.

 

4. Client Rights and Obligations

4.1
Free support: The client has the right to free support by telephone and email. Changes to existing website content will be made upon request. FCN reserves the right to charge for extensive modifications.

4.2
Copyright: The client must check any materials provided for graphic design for any existing copyrights and obtain any necessary permits for its use. The client assumes sole responsibility for any copyright claims or intellectual property rights violations. This does not include images and scripts procured by FCN. The client is solely responsible for any text content or other publications. The client agrees to exempt FCN from any and all third-party claims arising from actions for which the client is responsible. The client shall bear the costs of any legal action.

4.3
Address information: The client agrees to notify FCN of any address changes (e.g. email, company address, phone number) within 14 days. FCN is not obliged to conduct research to correct this data. The client is liable for any damages resulting from incorrect address data, such as reminder fees arising from the non-delivery of invoices.

4.4
Obligation to cooperate: The client is obliged to actively participate in the completion of its site. Clients with projects with design and set-up costs under CHF/EURO/USD 2500 agree to provide all material required for the activation of the website within three months, unless otherwise agreed in writing. If they fail to comply, they are obliged to pay the full set-up costs. This also applies if it was agreed in writing that a (partial) payment only becomes due at the time of activation. The client shall be given a reasonable grace period for the delivery of the outstanding materials, during which time invoicing will be suspended. This grace period will normally be no more than 30 days.

4.5
Print items: FCN assumes no liability for any variation in the colours reproduced on print products such as brochures, flyers, or business cards. If the variations are significant, the client will have to negotiate reprinting with the printing partner selected by FCN. With an ‘OK to print’, the client gives approval that all information shown on the print merchandise such as text and contact details is correct, and that they have been checked for spelling mistakes by the client. FCN assumes no liability for delays in delivery caused by the printer.  The client is only granted a licence to use the print products. Open data eg. is not included in the scope of supply, and the copyright remains with FCN.

4.6
Duty of care: The password and account information for the website are to be kept safe, and only disclosed at the client’s own risk. Improper changes to the CMS may result in a loss of data. Possible recovery efforts can be invoiced by FCN. The client is obliged to check any materials provided for graphic design for any existing copyrights, and obtain any necessary permits for its use.

4.7
Design: The basis of the design and associated amount of effort form the website layout at the time of contract signing. If the client requests subsequent changes after the contract signing, FCN will make goodwill adjustments of up to 30% of the originally calculated work hours at no extra charge. If it is not possible to make the subsequent changes in the voluntary additional time frame, any additional services will be billed at our hourly rate. The dissatisfaction with a supplied homepage gives no ground for the non-payment of outstanding invoices, whereby FCN makes every effort to provide the client with an optimal product.

4.8
Delays: FCN endeavours to meet delivery dates. Should FCN fail to comply, they are granted an adequate subsequent delivery period. FCN is not liable for any damages resulting from such a delay, in particular for services in which third parties are integrated.

 

5. One Year Free Technical Support

5.1
FCN provides 1 year free technical support for the following kind of issues:

  1. Server side scripting/programming errors/bugs.
  2. Logical Bugs/Calculation related errors/bugs.
  3. Connection errors/API Integration Errors.

 

5.2

Above Support is not available if the errors/bugs arise due to any external entity. Examples:

  1. Sever or software or application or extension downgrades or upgrades.
  2. Edits done in the code/scripts delivered by any external entity/person/professional.
  3. Operating System or Browser Version Downgrades/Upgrades.
  4. Any other factor with is not directly related to any deficiency at the end of FCN.

 

5.3
Above support is not available for the following kind of instances, unless otherwise specifically covered in the scope of project and/or deliverables:

  1. Training for using the software/solutions delivered.
  2. General enquires/questions related to particular features of the software/solutions delivered.
  3. Cosmetic updates and/or UI/UX updates.
  4. Enhancements or modifications in the default features/functions logics of the software/solutions delivered.

 

6. Cancellation

6.1
Right to cancel: In case the project is cancelled by Client, the payment made for the project can be refunded to the client after deducting the upfront payment amount received for initiation of the project and the other payments received against the milestones completed.

6.2
30 days money back guarantee: FCN offers “30-Days Money-Back Guarantee” to ensure client satisfaction and mutual trust. If for any reason you wish to discontinue using the products, within a month of the purchase, we will issue a refund within 24-48 hours after deducing 4% payment gateway transaction fee (if applicable) and CHF/EURU/USD 15/hour for the hours spend on your project.

 

7. Time Estimates
Client agrees that stipulated timelines cannot be met if the project scope is changed by the client once the project scope document is finalised. Client agrees not to change the requirements without extending the original agreed timelines by minimum one week against each change request.

 

FCN reserves the right to change or modify any of these terms or conditions at any time, but agreements signed prior to the updates in this agreement remains unaffected. Please feel free to contact us for more info/clarification about any of the terms and conditions mentioned above.