Contractual terms applicable to any service provided by BotXNext Sàrl: quote, payment, delivery, intellectual property, warranties, liability, jurisdiction.
These General Terms of Sale (« GTS ») govern all services provided by BotXNext Sàrl (« the Provider ») to its professional clients (« the Client »): custom software development, managed services, integration, audit, training. Any order implies full and unreserved acceptance of these GTS, which prevail over any purchase conditions of the Client unless agreed otherwise in writing.
Prices are expressed in Swiss francs (CHF), excluding VAT. Swiss VAT in force (8.1% as of 1 January 2024) is added where applicable. Time & materials rates are revised annually on 1 January; fixed-price quotes accepted are firm for the duration of the project. Any travel outside the Canton of Vaud is invoiced at the federal kilometric rate (CHF 0.70/km in 2026) plus travel time at 50% of the hourly rate.
Lead times communicated are indicative unless an express contractual commitment is made. Any delay attributable to the Client (late approvals, failure to provide elements, out-of-scope changes) postpones the delivery deadlines accordingly without penalty for the Provider. Delivery is performed by production deployment, Git deposit or secure transfer depending on the nature of the service. Acceptance is deemed granted without written reservation by the Client within 15 working days of delivery.
Unless otherwise stated in the quote, the intellectual property of the specific source code developed for the Client is fully assigned to the Client upon full payment of the corresponding service. The Provider retains ownership of its libraries, internal frameworks and pre-existing know-how, on which the Client benefits from a perpetual, worldwide, non-exclusive license of use within the scope of the deliverable. Third-party open-source elements remain subject to their respective licenses (MIT, Apache, GPL, etc.).
The Provider warrants the functional conformity of the deliverable with the accepted specifications for 90 days after delivery. This warranty covers the free correction of any reproducible defect reported within this period. Excluded are: changes made by a third party, evolutions of the technical environment, defects related to misuse. The total liability of the Provider for a service is limited to the amount excluding tax actually paid for that service. The Provider cannot be held liable for indirect damages, loss of data, loss of revenue or loss of business.
Each party undertakes to preserve the confidentiality of the technical, commercial, strategic and personal information of which it becomes aware in connection with the service, throughout its duration and for 5 years after its end. This obligation does not extend to publicly available information or information already known to the receiving party prior to disclosure.
No party can be held liable for a breach resulting from a force majeure event within the meaning of Swiss case law (art. 119 CO): natural disaster, armed conflict, declared pandemic, major failure of third-party infrastructure (cloud, telecoms), general strike. The prevented party informs the other as soon as possible. Beyond 60 days of impediment, each party may terminate without compensation.
Any fixed-term contract may be terminated by the Client subject to full payment of services performed and costs incurred at the date of termination. Any open-ended contract (managed services, support) is terminable by each party with 90 days written notice. In the event of serious breach, the other party may terminate ipso jure after a formal notice has remained unsuccessful for 30 days.
These GTS and any contract concluded on their basis are subject to Swiss law, excluding the Vienna Convention on the international sale of goods. Any dispute falls under the exclusive jurisdiction of the courts of the Canton of Vaud, subject to appeal to the Swiss Federal Tribunal. The parties undertake to seek an amicable settlement beforehand.
Last updated: 4 May 2026. Version 1.0.
