General Terms and Conditions of Sale and Services

1. Identity and scope

These general terms and conditions (the “Terms”) govern the services provided by Evohome SA, operating under the Evo-Home brand, registered at Chemin de Normandie 2, 1206 Geneva, Switzerland, UID CHE-245.674.489, contact: [email protected] (“Evo-Home”), to its business clients (the “Client”).

They apply in particular to the sale of media space and visibility, advertising campaigns, content creation, the publication of listings and the generation of business contacts (“leads”).

Special terms expressly agreed between the parties take precedence over these Terms. The Client’s own terms apply only if Evo-Home expressly accepts them in writing.

2. Formation of the contract

The contract is formed by acceptance of a quote, purchase order or commercial agreement specifying the services and their price. Acceptance may be given by signature or by explicit electronic confirmation, after these Terms have been made available.

The contract defines in particular the media, duration, budget, deliverables and, where applicable, the rights to use or receive leads. Any change to scope, budget or rights requires a written agreement, including by email.

3. Nature of the services and no commercial guarantee

The Client pays for the media services and the services expressly ordered. This payment is neither a purchase of intellectual property, nor an acquisition of Evo-Home’s prospect database, nor a guarantee of sales or commercial results.

Unless a quantified commitment has been expressly accepted, Evo-Home does not guarantee any volume of leads, audience level, conversion rate, revenue or return on investment.

Evo-Home performs its services with due care. Results depend in particular on the market, the Client’s offer, the Client’s sales follow-up and the operation of the distribution platforms.

Where a service includes a guaranteed volume, the contract specifies the counting criteria and the remedy applicable in the event of a shortfall.

4. Prices, media budget and payment

Prices are stated in Swiss francs, excluding VAT where applicable, unless otherwise indicated.

Where relevant, the quote distinguishes Evo-Home’s fees, production costs, media space and advertising budgets committed with third parties. A service sold at a flat rate does not imply that media purchases are re-invoiced at cost.

Unless otherwise agreed, invoices are payable within 30 days of issue. Evo-Home may request a deposit and the prepayment of advertising budgets before a campaign is launched.

The agreed budget will not be exceeded without the Client’s consent. In the event of late payment, default interest of 5% per year is due, subject to applicable law.

After a reminder and a reasonable grace period, Evo-Home may suspend its services in the event of non-payment. Services already performed and commitments validly made to third parties remain payable.

5. Cooperation and approval by the Client

The Client provides the necessary information, content, access and approvals on time. The Client is responsible for the accuracy of its offers and claims, and for the authorisations required to publish them.

The Client warrants that it holds the necessary rights to the materials it provides to Evo-Home, including trademarks, photographs, texts and testimonials.

Delays in providing materials or approvals may postpone the schedule. Evo-Home informs the Client of the foreseeable consequences. Additional services and changes beyond the agreed scope require prior approval of their cost.

Evo-Home may refuse or suspend content that is manifestly unlawful, misleading or contrary to the rules of the media concerned, after informing the Client.

6. Intellectual property

Unless an assignment has been expressly agreed in writing, the intellectual property rights held by Evo-Home in its creations and tools remain with Evo-Home, even where the Client pays for their production or distribution.

This reservation covers in particular concepts, texts, visuals, videos, mock-ups, campaign pages, software, templates, methods and know-how, to the extent they are protectable and Evo-Home holds the rights to them.

After full payment, the Client receives only the rights of use necessary for the use expressly provided for in the contract. Unless otherwise agreed, this licence is non-exclusive, non-transferable and limited to the agreed media, territory and duration.

Delivery of a deliverable does not include delivery of source files, working files, internal tools or administrator access. Any additional use, modification or transfer to a third party requires prior authorisation.

Materials provided by the Client remain subject to the Client’s rights. Materials belonging to third parties remain subject to their licences. The authors’ moral rights are reserved.

7. Leads and prospect databases

Unless the contract expressly provides otherwise, the prospect databases built by Evo-Home for its own activities, and the commercial rights it may validly exercise over them, remain reserved to Evo-Home. Funding a campaign does not give the Client any automatic right to access, extract, transfer or exploit these databases.

The transfer of leads to the Client is included only if the contract provides for it. The contract then specifies, as needed, the qualification criteria, the data transferred, the permitted uses, the period of use and any exclusivity.

Unless exclusivity has been expressly agreed, leads transferred are non-exclusive. Any transfer to other partners remains subject to the information given to the data subjects and to applicable legal requirements.

The Client may not resell, assign or disclose the leads received to third parties without contractual authorisation and without complying with data protection requirements.

Contacts that the Client already held or provides itself do not become Evo-Home’s contacts merely because of the service. The same applies to data processed exclusively on the Client’s behalf: Evo-Home may not reuse it for its own campaigns without a separate legal basis.

This clause governs the contractual rights between the parties. It creates no property right over individuals and does not limit their rights over their personal data.

8. Data protection and marketing

Each party complies with applicable law, in particular the Swiss Federal Act on Data Protection and the rules on commercial marketing.

The parties’ roles follow from their actual activities. Where Evo-Home processes data exclusively on the Client’s behalf, the parties conclude, if necessary, a data processing agreement specifying in particular the instructions, confidentiality, security, sub-processors and the return or deletion of the data.

Where each party determines its own processing purposes, each assumes the obligations incumbent on it, in particular informing data subjects, ensuring communications are lawful and handling requests to exercise rights.

The transfer of a lead does not automatically authorise every form of marketing. Each party respects the stated purposes, the consents required for each channel and any objections received.

Data is kept only for as long as its purposes and legal obligations justify. Transfers abroad are subject to the legally required safeguards. A separate privacy policy describes the processing carried out by Evo-Home.

9. Platforms, accounts and measurement of results

Campaigns run on third-party platforms are subject to those platforms’ rules and technical constraints. Evo-Home does not guarantee their continuous availability or the continuation of their features.

Evo-Home informs the Client of significant incidents affecting the service and seeks a reasonable adjustment. A substantial change of medium or budget requires the Client’s consent.

Unless otherwise agreed, Evo-Home’s pre-existing accounts and tools remain under its control, and the Client’s remain under the Client’s control.

Metrics are produced using the agreed tools. Measurement systems may differ; the method used for any quantified commitment must be specified in the contract.

10. Complaints and corrections

The Client reports any errors or defects without undue delay and provides the information needed to examine them.

Where a defect is attributable to Evo-Home, Evo-Home has a reasonable period to correct it, re-run the service or offer a proportionate price reduction, depending on the nature of the defect and applicable statutory rights.

A lead that does not respond or does not result in a sale is not, in itself, a non-compliant lead. Where a qualification is promised, compliance is assessed against the criteria defined in the contract.

11. Term, cancellation and termination

The term is set out in the contract. In the absence of an express renewal clause, the contract ends on the agreed expiry date.

In the event of cancellation or termination, the final account takes into account the services actually performed and the costs validly incurred with third parties that cannot be recovered, to the extent permitted by law. Advance payments for services not performed and budgets not committed are refunded.

Mandatory rights of termination or revocation are reserved, in particular Article 404 of the Swiss Code of Obligations where applicable. The consequences of termination at an inopportune time are assessed in accordance with the law.

12. Confidentiality

Each party protects non-public information received from the other and uses it only to perform the contract. This obligation continues for as long as the information remains confidential.

It does not cover information that is already public, lawfully obtained from a third party or whose disclosure is required by law.

Use of the Client’s name, logo or results as a commercial reference requires the Client’s prior consent.

13. Liability

Evo-Home is liable for the proper performance of its obligations in accordance with Swiss law.

To the extent permitted by law, its liability for slight negligence is limited to direct damage, up to the amount, excluding taxes, of the service concerned. For an ongoing service, this cap equals the fees paid or due for the twelve months preceding the event giving rise to the damage, excluding media budgets passed on to third parties.

To the same extent, loss of profit, loss of opportunity and other indirect damage are excluded.

These limitations do not apply in cases of wilful misconduct, gross negligence, injury to life, body or health, or where mandatory provisions prohibit a limitation. They do not limit the rights of data subjects under data protection law.

14. Events beyond the parties’ control

A party prevented from performing by an event it could not reasonably foresee or avoid promptly informs the other party and takes reasonable steps to limit its effects.

The affected obligations are suspended for the duration of the impediment. If continuing the contract becomes unreasonable, the parties agree on its adjustment or termination, with a final account of the services performed and the amounts to be refunded.

15. Governing law and dispute resolution

The contract is governed by Swiss law.

The parties first seek an amicable solution. Failing that, the competent courts at Evo-Home’s registered office have jurisdiction, subject to mandatory places of jurisdiction.

The invalidity of any provision does not affect the other provisions. Any amendment to these Terms applies to contracts in progress only with the agreement of the parties.