Terms and conditions

1. Scope

These terms and conditions govern the services provided by Play Digital Sàrl, Chemin des Clos 74, 1170 Aubonne (hereinafter “Play Digital”) to its business clients (hereinafter “the client”).

They apply to every offer, quotation and contract, unless otherwise agreed in writing. The client's own terms apply only if Play Digital has expressly accepted them in writing.

2. Services

Play Digital provides consulting, design, software development, integration, hosting, maintenance and online acquisition services.

The exact scope, deliverables, working assumptions and responsibilities of each party are set out in the applicable quotation or contract. In the event of any discrepancy, that document prevails over these terms.

3. Offers, quotations and formation of the contract

Play Digital's offers are valid for thirty days from their date of issue unless stated otherwise.

The contract is formed when the client accepts the quotation in writing, or when the first instalment is paid. Any change of scope is the subject of a written amendment setting out its effect on price and schedule.

4. Client cooperation

The client supplies in good time the information, content, access rights and approvals required for the work to progress, and designates a person authorised to approve deliverables.

Delays attributable to a lack of cooperation shift the schedule accordingly and may give rise to a charge for the time held in reserve.

5. Prices and payment

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

Unless otherwise agreed, invoicing is staged: a deposit on order, then payments tied to the agreed milestones. Invoices are payable within thirty days net.

After that period, default interest of 5% per annum accrues by operation of law, in accordance with article 104 of the Swiss Code of Obligations, and Play Digital may suspend its services after an unheeded reminder.

6. Deadlines

Announced timescales are estimates made in good faith on the basis of the agreed scope. They are not fixed deadlines unless expressly stated in writing.

The schedule may in particular be shifted by a change of scope, a delay in approval, the unavailability of a third party or an external interface, or an event of force majeure.

7. Intellectual property

Upon receipt of payment in full, the client acquires the rights of use over the specific deliverables developed for it, together with the corresponding source code.

Play Digital retains ownership of its pre-existing or generic components, libraries, tools and know-how, and grants the client a non-exclusive right of use, unlimited in time, for the operation of the deliverables.

Third-party components and open-source software that are incorporated remain subject to their respective licences, which are communicated to the client.

8. References

Unless the client objects in writing, Play Digital may mention the client's name, its logo and a non-confidential description of the project as a commercial reference.

9. Warranty

Play Digital corrects, at no charge, defects in conformity of the deliverables reported in writing within thirty days of delivery, provided they are reproducible and fall within the agreed scope.

Excluded from the warranty are: changes made by the client or a third party, non-compliant use, failures of a third-party service, and functional enhancements.

10. Maintenance and support

Corrective maintenance, security updates and support are owed only under a separate maintenance contract, which sets out their scope, service hours and response times.

11. Liability

Play Digital's liability is limited to direct and proven damage, up to the total amount invoiced under the contract concerned.

Loss of profit, loss of data, indirect damage and consequential damage are excluded to the extent permitted by law. These limitations do not apply in cases of wilful misconduct or gross negligence.

12. Confidentiality

Each party keeps confidential the non-public information received from the other and uses it solely to perform the contract. This obligation survives for three years after the end of the relationship.

13. Data protection

Where Play Digital processes personal data on behalf of the client, it acts as a processor, within the framework set by the contract and in accordance with Swiss data protection law and, where it applies, the GDPR.

The processing of data relating to visitors to this site is described in our privacy policy.

14. Term and termination

Project contracts end on acceptance of the deliverables. Ongoing contracts may be terminated in writing subject to three months' notice with effect at the end of a month, unless otherwise agreed.

If the client terminates early, the services already performed and the commitments already entered into remain payable.

15. Force majeure

Neither party is liable for a failure caused by an event beyond its reasonable control, including a major infrastructure outage, a cyberattack, an official decision or an industrial dispute.

16. Amendments

Play Digital may amend these terms. The applicable version is the one in force on the date the contract is formed.

17. Governing law and jurisdiction

These terms are governed by Swiss law, excluding its conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction is Aubonne, canton of Vaud, subject to any mandatory places of jurisdiction provided by law.