Terms and conditions

O’Matic Technologies Sàrl

As of September 1, 2026

1. Definitions

Application: Custom-developed software for an electronic device, such as a smartphone, computer, tablet, smartwatch, connected device, or any other device with a digital interface, including, in particular, native apps, progressive web apps (PWAs), hybrid apps, and any interface that incorporates artificial intelligence capabilities.

Endorsement : Contractual document signed by the customer, supplementing or amending the Contract and/or the General Terms and Conditions.

Application store : Platform for publishing and downloading applications, such as the App Store, Google Play Store or any other similar platform.

Bug: A design flaw in a computer program that causes it to malfunction.

Client: Any individual or legal entity that has accepted an offer of services from the Service Provider.

Source code: Set of instructions at the source of a computer program, expressed in a language that humans can easily understand and modify.

General conditions: The present document.

Contract: All service agreements and amendments signed by the Client.

Revision cycle: A series of comments provided by the Client in a single, written submission regarding a design deliverable.

Requests Not Included in the Quote: Any request from the Client, or from its employees, partners, or third-party service providers, that is not explicitly included in the signed proposal.

Urgent Request: A request not covered by a quote, the nature of which does not allow for the standard dispute period, particularly in the event of a critical malfunction or a production outage.

Operation: Phase beginning with the publication of the app on an app store.

Source files: Working documents used, among other things, by the designer to create a project; these consist of files with extensions such as .ai, .psd, .indd, .aep, or any other file format resulting from work done in a specific software program.

Business day: Any day of the week except Saturdays, Sundays, and legal holidays in the Canton of Geneva.

Deliverables: Any tangible or intangible work delivered to the Client digitally or physically, as specified in the Project.

Modification: Any change, by the Customer, to the specifications and/or functionalities of the Project.

Service provider: O’Matic Technologies Sàrl.

Project: All features, deliverables, and services explicitly specified in the proposal signed by the Client.

Web server: Computer server that responds to requests from the World Wide Web (WWW) over a public (Internet) or private (Intranet) network.

Website: A collection of interconnected pages or interfaces, accessible via a browser or any other web technology at a given Internet address, intended to be viewed or used by visitors, including, in particular, showcase sites, e-commerce sites, and web applications whose primary use is viewing via a browser, without requiring installation on the visitor’s device.

Services: Any service offered by the Service Provider to the Customer that does not consist of a Deliverable.

Approval: The Client’s confirmation (verbal or written) approving a Deliverable, or the Client’s failure to respond within 10 business days of the Deliverable’s submission, which shall be deemed tacit approval.

2. General

These General Terms and Conditions establish the provisions applicable to all services provided by O’Matic Technologies Sàrl (hereinafter referred to as “the Provider”) to its customers (hereinafter referred to as “the Customer”) and form an integral part of any agreement concluded between these two parties.

The services that the Service Provider undertakes to provide to the Customer are described in a service offer sent and signed by the Customer (hereinafter referred to as “the Contract”).

In the event of any discrepancy between these General Terms and Conditions and the Contract, the provisions of the latter and any appendices shall prevail.

Any deviation from these General Terms and Conditions must be agreed in writing and signed by the Parties.

Any offer by the Service Provider to enter into a contract shall be binding until the expiry of a specified period. In the absence of such a deadline, the latter is set at 15 days.

The offer is based on the information provided and may be inappropriate if additional information becomes available or if specifications change.

The Service Provider may refuse to fulfill all or part of a request from the Client, including a request contained in the signed proposal, if fulfilling such a request would violate any applicable legal or regulatory provision in Switzerland or in the relevant jurisdiction. Such a refusal shall not be considered a breach of the Contract by the Service Provider and shall not, on that basis alone, entitle the Client to any refund, compensation, or termination of the Contract.

The Service Provider shall notify the Client in writing of the reason for its refusal and may, to the extent possible, propose a compliant alternative.

When a single situation may fall under several dispute resolution mechanisms provided for in these General Terms and Conditions (in particular Articles 2.1, 2.2, 4.3, and 5.5), there is a single applicable dispute resolution deadline, which begins to run from the date of the first written notice sent by the Service Provider to the Client regarding the matter. A dispute raised within this time limit shall be deemed to cover all aspects of the situation, without the Client being required to dispute each specific issue separately.

2.1 Requests Not Covered by a Quote

Any request from the Client (or its employees, partners, or third-party service providers) that is not explicitly included in the signed proposal constitutes a task not covered by the quote, whether it is made via email, text message, phone call, or during a meeting.

As soon as such a request is completed or is in progress, the Service Provider shall notify the Client in writing, providing an estimate of the time or cost involved, based on the current rates or a flat fee.

Unless the Client submits a written objection within 5 business days of receiving this notice, the task is deemed accepted and will be billed in addition to the Contract, without the need for a signed amendment.

The Service Provider reserves the right to refuse to fulfill a request not included in the quote until previous tasks not included in the quote have been paid for.

This mechanism applies to requests that do not add any functionality, deliverables, or services beyond what is specified in the signed proposal. Any request that adds a feature, deliverable, or service not provided for in the proposal, or that substantially modifies the scope of the Project, falls under Section 10: Additions and/or Modifications to the Project During Execution and requires a signed amendment.

If there is any doubt regarding the classification of a request, the Service Provider shall inform the Client of the classification determined at the time of the written notification provided for above. The Client may contest this classification within the same 5-business-day period.

2.2 Urgent Requests

When the nature of the request does not allow for the 5-business-day waiting period, particularly in the event of a critical malfunction, a production outage, or an express request from the Client to process the request within the hour or the same day, the Service Provider may take immediate action without waiting for prior approval.

In this case, the Service Provider shall notify the Client in writing as soon as possible—and no later than the next business day following the service call—of the time spent and the corresponding amount. The Client then has the same 5-business-day period to dispute this amount, starting from the date of this notification (and not from the date of the initial request).

Any service performed on an emergency basis outside the Service Provider’s regular business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m.) or requiring immediate availability may be billed at a 50% surcharge on the applicable hourly rate.

3. Main obligations

3.1 From the Service Provider

The Service Provider undertakes to provide the services defined in the Contract on behalf of the Customer, as well as any possible Addendum.

The Service Provider undertakes to do its utmost to meet the deadlines set out in the Contract, which are, however, indicative only.

In addition, the Service Provider undertakes to use its best endeavours to perform the Contract in the Customer’s interest without, however, guaranteeing the results.

3.2 From the Customer

The Customer undertakes, on the agreed due dates and conditions, to pay the determined or determinable sums in payment for the provision of the Services and/or Deliverables.

The Customer agrees to cooperate fully with the Service Provider at all times and to promptly provide the Service Provider with any information required for the performance of the service.

4. Payment

4.1 In general

All rates and prices are quoted in Swiss francs (CHF), excluding VAT in all commercial and contractual relations between the Service Provider and the Customer.

All payments by the Client to the Service Provider shall be made to the bank account generally listed on the last page of the invoice.

4.2 Due dates

Unless otherwise agreed, the Client is required to pay the Service Provider a deposit, upon placing the order, equal to 30% of the total amount of the Project. For projects involving both design and development, 30% is due upon approval of the design. The balance (40%) is due 30 days after delivery of the Project.

The Customer understands and accepts that the Service Provider will only commence execution of the Project upon receipt of the deposit.

Any invoice issued and dispatched by the Service Provider shall be deemed to constitute a formal notice to pay within 30 days of receipt by the Customer.

After this period, 3 reminders will be sent to the Customer:

The Customer understands and agrees that the Contract and these General Terms and Conditions constitute a provisional release within the meaning of Article 82 of the Federal Act on Debt Collection and Bankruptcy (LP).

4.3 Overtime

When a quote specifies an estimated number of hours, that number serves as the basis for pricing but does not constitute a firm upper limit.

If the Project takes longer to complete than originally estimated, overtime will be billed at the following rate:

These rates apply without any discounts, regardless of any reductions, rebates, or commercial discounts granted on the initial offer, unless otherwise expressly stated in the offer.

The Service Provider will cover the first 10 percent of any time overrun compared to the initial estimate, at no cost to the Client. Beyond this threshold, the Service Provider will notify the Client in writing (via email or other appropriate means) as soon as it determines that the overrun will exceed 10 percent of the initial estimate, specifying the number of hours involved. Only the portion of the overrun exceeding this 10 percent will be billed to the Client.

The 10% threshold and the number of actually billable hours are calculated based on the total estimated number of hours for the entire Project—as determined by adding up all the line items in the bid—rather than on a line-item-by-line-item basis. This allows for offsetting a line item that exceeds its estimate against another line item that comes in below its estimate when calculating the overall overrun.

The Client has 5 business days from the date of this notification to contest, in writing, the portion of the overrun exceeding 10% and to provide reasons for their objection. After this period, this portion is deemed accepted and will be billed at the rate specified above, either with the final payment for the Project or on the next interim invoice.

In the event of a dispute within the specified time frame, the parties shall agree on a written amendment before the Service Provider continues with the tasks in question. The Service Provider may suspend the disputed tasks until the matter is resolved.

5. Warranty and liability

5.1 In general

The Service Provider is obliged to perform the Contract faithfully and to the best of his ability, but is only liable to the Customer in the event of gross negligence or wilful misconduct (Art. 100 para. 1 of the Federal Act supplementing the Swiss Civil Code).

Upon delivery of the Project, the Client must immediately verify the Deliverables provided to it. If the Client discovers a defect (lack of functionality, a missing file that was specified in the Contract, etc.), the Client must report it in writing to the Service Provider within 10 business days.

In the event of a bug or hidden defect, in particular those which an initial check could not objectively detect, it is the Customer’s responsibility to report it immediately upon discovery. If the Customer fails to notify the Service Provider of a defect in good time, the Customer forfeits the right to invoke the defect against the Service Provider.

Under no circumstances shall the Service Provider be liable to the Customer or any third party for any direct or indirect damage, loss of profit or loss of earnings that may arise in connection with the Project.

The Customer indemnifies the Service Provider against any claims or legal action by third parties of any nature whatsoever in Switzerland or abroad and undertakes, where applicable, to fully compensate the Service Provider for any sentence incurred and costs incurred (in particular court costs and legal fees).

Delays caused by factors beyond the Service Provider’s control, such as technical issues, server outages, labor disputes, supplier delays, or other similar circumstances, are not covered by the warranty.

Any corrections to the project design cannot be included in the warranty once the project has been validated by the customer.

5.2 For design services

If the Client is not satisfied with the result provided by the Service Provider, the Client may invoke the 30-day warranty to request minor modifications (changes to the style guide [colors, typography, icons, illustrations, etc.], modifications to a layout or visual element, etc.) at no additional cost.

In the event of modification of the source files by the customer or a third party, the customer irrevocably forfeits all rights to the warranty.

The warranty does not cover any changes resulting in a complete redesign of the project or omission of information from the Contract.

Once the design has been validated by the customer, the customer loses all rights to the warranty.

The warranty provided for in this article applies within the limits of the review cycles defined in Article 5.5 Review Cycles. It covers exclusively the correction of any non-conformity between the Deliverable provided and the specifications approved by the Client (missing element, execution error, failure to comply with a written instruction), excluding any new aesthetic or preference-based revisions, which fall under the revision cycles provided for in Section 5.5 and are billed in excess of the number of cycles included.

5.3 For development services

In any case, the warranty is limited to three months from the project delivery date.

In the event of modification of the source code by the customer or a third party, the customer irrevocably forfeits all warranty rights.

The warranty does not cover any damage resulting from improper use by the customer or third parties.

5.4 External suppliers

The Service Provider has formal contracts with external suppliers to ensure high quality standards. In the event of supplier failure, the Service Provider undertakes to use all reasonable means to resolve the problem, including modifications, corrections or remedies in accordance with the terms of the contract.

The Service Provider agrees to exercise due diligence toward its Client. This includes the careful selection and supervision of external suppliers to ensure that the services provided meet the agreed-upon quality standards. However, the Service Provider cannot guarantee the performance or quality of services provided by third parties.

In the event of a problem with an external supplier, the Service Provider will immediately inform the Customer and work with him to resolve the situation satisfactorily. The Service Provider will endeavor to mitigate any negative impact on the project and will work closely with the Customer to find appropriate solutions.

5.4.a In the event of rejection of the Application by an Application Store

Should the application developed by the Service Provider be rejected by an application store (Google Store, Apple Store), the Service Provider shall not be held liable if this decision relates to the store’s General Terms and Conditions.

5.4.b In the event of a binding update to an Application Store

If one of the Application Boutiques were to modify its technical conditions after the publication of the Application, the Service Provider would not assume any responsibility towards the Customer, but may warn the latter to provide for the necessary corrections on a new contract.

5.4.c In the event of discontinuation or modification of a third-party product/service used in the Project

If a third-party service used in the Project were to be discontinued or undergo major changes that hinder, prevent, or alter the proper functioning of the Application after its delivery, the Service Provider would not be held liable for such issues. However, the Service Provider may notify the Client to discuss the necessary corrective measures under a new contract.

5.5 Review Cycles

The two rounds of revisions included by default correspond to the warranty period set forth in Section 5.2 for design services. The Client’s approval of the Deliverable, as defined in this section, also marks the starting point referred to in Section 5.2 (“Once the design has been approved by the Client, the Client forfeits all rights under the warranty”).

Unless otherwise specified in the proposal, each design deliverable (visual identity, mockup, prototype, graphic) includes two free rounds of revisions, based on feedback provided by the Client in a single, written submission.

Any additional review cycle, or any new request for changes after a previous cycle has been approved, will be billed at a rate of CHF 150.- per hour, excluding tax.

The following are considered a new cycle: any feedback submitted after an initial set of corrections has already been processed, as well as any feedback that contradicts a direction already approved in writing by the Client.

6. Contract start

The Contract is considered valid when both parties have accepted the offer and signed the Contract.

Once the Customer has paid the down-payment specified in the Contract and wishes to exercise his right of revocation within the meaning of Article 40e of the Swiss Code of Obligations, the Contractor may be entitled to claim compensation if investments have already been made for the project.

7. Intellectual property

Unless otherwise agreed, the intellectual property of the final form of the Project is transferred by the Service Provider to the Customer once the Contract has been paid in full.

Unless otherwise specified, the source files remain the property of the Service Provider. In the absence of such a specification, and if the Client wishes to receive the source files, a supplement to this document must be requested.

If the Contract provides for a Project to be made available in the form of a License, the terms and conditions thereof must be defined in the Contract. The intellectual property of the Project (source files and source code) remains entirely in the hands of the Service Provider, who may reuse this intellectual property as he sees fit.

The Customer warrants to the Service Provider that all elements likely to be protected by intellectual property that it transmits to the Service Provider (logo, graphic charter, photographs, illustrations, etc.) are its property or that it benefits from a valid license authorizing it to use/transmit these elements in the context of the Project, which may be verified by the Service Provider if necessary.

Unless the Client requests otherwise in writing, the Client authorizes the Service Provider to cite the completed Project and the Client’s name or brand, and to display screenshots, case studies, and/or descriptions on its website and social media platforms or during in-person presentations.

When the Project involves the creation of developer accounts on an app store (Apple, Google, or any other platform), these accounts are opened in the Client’s name and remain the Client’s exclusive property, regardless of the business relationship between the parties.

8. Data supplied by the Customer

The Client understands and agrees that the Service Provider assumes no liability for the data and documents provided by the Client in connection with the Project, regardless of their nature, format, or quality, particularly in the event of a cyberattack, data breach, or any other accidental deletion or corruption occurring during the testing phase or at any other time during the Project.

It is the Client’s responsibility to provide complete, up-to-date data and documents in a format that the Service Provider can use. The Service Provider is not required to verify the accuracy, validity, or compliance of the data and documents provided by the Client.

If the Service Provider is required to adapt, correct, convert, or supplement data or documents provided by the Client in order to make them usable within the scope of the Project, such work shall be billed in addition to the Contract, in accordance with Section 2.1 Requests Not Included in the Quote, including, where applicable, for urgent requests.

Upon termination of the collaboration, the Service Provider agrees to return, delete, or cease using, within 30 days following the termination or completion of the Agreement, any confidential information in its possession (including API access, credentials, keys, or tokens provided by the Client), subject to the following exceptions:

9. Data protection

The Customer understands and accepts that it alone is responsible for ensuring that the Project it carries out in collaboration with the Service Provider complies in all respects with the legal framework applicable to data protection in Switzerland (New Data Protection Act (nLPD) and other possibly applicable cantonal laws) or in Europe (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC “RGPD” and other applicable national laws) and that the Service Provider does not provide any legal advice in this regard.

The Customer confirms that his attention has been drawn to the concepts of Privacy by Design and Privacy by Default.

The Customer expressly confirms that it is entitled to transfer to the Service Provider any personal and/or sensitive third-party data that the Service Provider may receive from the Customer, in particular for the purpose of testing the correct operation of the Project.

The Customer indemnifies the Service Provider against any claims or legal action by third parties of any nature whatsoever, whether in Switzerland or abroad, and undertakes, where applicable, to fully indemnify the Service Provider against any such claims and related costs (including court costs and/or attorney’s fees).

10. Adding and/or modifying a project in progress

This clause applies to requests from the Client that add a feature, a Deliverable, or a Service not included in the signed proposal, or that substantially modify the scope of the Project. Requests that are carried out as an extension of the Project without modifying its scope are governed by Section 2.1 Requests Not Included in the Proposal.

If, during the course of the Project, the Customer wishes to add or modify functionalities, Deliverables or Services to the Project, the Service Provider will send the Customer an additional offer in the form of an Amendment. Once signed by the Customer, this Amendment will form an integral part of the Contract. Article 4. Payment shall apply in all other respects.

11. Maintenance

Maintenance only applies to IT development projects and cannot be applied to design projects.

Except where expressly provided for in the Contract, Project maintenance is not included.

12. Early termination of the Contract

The Service Provider reserves the right to suspend the provision of its services, or even to terminate the contract with immediate effect, in the event of unlawful use or use which does not comply with its instructions by the Customer or those for whom the Customer is responsible in any way whatsoever.

The Service Provider may also suspend performance of the Project or terminate the Contract with immediate effect if the Client is the subject of a lawsuit involving a significant amount, a petition for bankruptcy, a stay of proceedings under a composition agreement, a declaration of liquidation, or any equivalent proceeding in Switzerland or abroad.

In such a case, any amount due for Deliverables that have already been completed or are in progress becomes immediately due and payable, regardless of the payment schedules set forth in Section 4.2.

The Service Provider also reserves the right to terminate the collaboration should the Customer fail to meet its obligations.

In the event of termination of the Contract, the Service Provider is not obliged to refund the deposit or any sum paid by the Customer.

However, the Customer will be obliged to pay any additional costs incurred by the Service Provider.

13. Duty of confidentiality

The Service Provider and the Customer agree that all data and information exchanged between them will be treated confidentially:

Confidential data may not be used for any purpose other than the performance of the business relationship or the related accounting statements.

The confidentiality of data and information remains in effect even after the termination of business and contractual relationships. This does not apply to obligations arising from the law and/or government orders.

Article 8. Data Provided by the Customer is expressly reserved.

The Service Provider undertakes, in the event of presentation of the project to third parties (presence on the latter’s website or social networks, physical presentation or other) to anonymize certain parts of the project if the request has been made in advance by the Customer.

14. Right of assignment and subcontracting

The Service Provider is duly authorized by the Client to subcontract all or part of its contractual obligations to a third party of its choice (see 5.4 External Suppliers).

The Service Provider may also assign or transfer to third parties its rights and obligations arising from the contractual relationship relating to the execution of the Project. In the event of an assignment or transfer, the Service Provider shall inform the Customer in writing of the identity of the assignee or transferee, as well as the content of the assignment or transfer.

15. Written form

The Service Provider and the Client agree that only written form is valid for any matter relating to the Contract and/or these General Terms and Conditions (amendment, addition, and/or deletion of one or more provisions).

16. Validity and divisibility

Should one or more provisions of the Contract, of these General Terms and Conditions or of any other agreement relating to the contractual relations between the parties be declared null, invalid, void and/or ineffective, this will have no impact on the other provisions or on the contractual relations as a whole. In such a situation, the Parties agree to substitute one or more provisions to replace the invalid one(s); failing this, the contractual relations will be completed according to their hypothetical intention, by incorporating one or more new contractual provisions aimed at obtaining economic effects equivalent as far as possible to the excluded one(s).

17. Applicable law and settlement of disputes

Swiss law is exclusively applicable, to the exclusion of the Federal Law on Private International Law of December 18, 1987 (LDIP, RS 291).

In the event of a dispute arising out of or in connection with the contractual relationship between the Parties, the Parties have mutually agreed that the ordinary courts of the Republic and Canton of Geneva shall have exclusive jurisdiction, subject to any appeal to the Federal Supreme Court.