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GENERAL TERMS AND CONDITIONS

Viventis Group

1. Scope and acceptance

These General Terms and Conditions (GTC) govern all contractual relationships between Viventis Group and its clients.

The client expressly waives its own general terms and conditions, even if issued after these GTC. Any deviation from the present terms shall only be valid if expressly agreed in writing and signed by Viventis Group.

2. Group structure and invoicing

Viventis Group operates as a holding and central management structure.

Services may be performed under commercial divisions or brands, including but not limited to:

  • Zenith Advisory

  • eZestay

  • Efficia

  • EasyDigital

  • or any future division.

Unless expressly stated otherwise in writing, Viventis Group remains the sole contractual entity and legal counterparty, even if services are marketed or delivered under a division name.

3. Conclusion of contract

A contract is deemed concluded upon:

  • signature of a quotation or agreement,

  • written acceptance (including email),

  • or commencement of services.

4. Prices and payment terms

All prices are expressed in CHF, excluding VAT unless stated otherwise.

Invoices are payable within 30 days net, unless otherwise specified in writing.

In the event of late payment:

  • Default interest of 5% per annum shall automatically apply (art. 104 Swiss Code of Obligations), without the need for prior notice;

  • Viventis Group reserves the right to claim reasonable administrative and recovery costs;

  • Services may be suspended immediately without prior warning until full payment is received.

If payment remains outstanding more than sixty (60) days after the due date, Viventis Group reserves the right to initiate formal debt collection proceedings. All related legal and recovery costs shall be borne by the client.

5. International taxation and withholding

If the legislation of the client’s country requires withholding tax at source, such withholding shall be borne exclusively by the client.

Under no circumstances shall Viventis Group bear any tax burden resulting from foreign legislation. The invoiced amount shall therefore remain due in full and free of any deductions.

6. Nature of obligations

Viventis Group undertakes to perform its services with due care, diligence and professionalism.

All obligations of Viventis Group shall be considered obligations of means (obligations de moyens) and not obligations of result.

Viventis Group does not guarantee:

  • commercial success,

  • fundraising,

  • profitability,

  • regulatory approval,

  • business performance,

  • valuation increase,

  • or any financial outcome.

All strategic, operational and financial decisions remain under the sole responsibility of the client.

7. Limitation of liability

To the fullest extent permitted by Swiss law:

  • Viventis Group’s total liability shall be limited to the amount effectively paid by the client for the service concerned;

  • Liability for indirect damages, loss of profit, loss of opportunity, reputational damage, business interruption, or third-party claims is expressly excluded.

Viventis Group shall under no circumstances be required to intervene as a third party in any dispute between the client and its own customers, partners or end users.

8. Complaints

Any claim or complaint must be notified in writing within 10 days following delivery of the services.

Failing such notification, the services shall be deemed fully accepted without reservation.

9. Intellectual property

All methodologies, frameworks, tools, concepts, templates and intellectual assets developed by Viventis Group remain its exclusive property.

Unless otherwise agreed in writing, no transfer of intellectual property rights shall occur.

10. Confidentiality

Both parties undertake to keep confidential all information exchanged within the framework of their collaboration.

This obligation shall survive termination of the contractual relationship.

11. Termination

Either party may terminate the contractual relationship with 30 days written notice unless otherwise agreed.

All services performed prior to termination remain due.

12. Governing law and jurisdiction

All contractual relations shall be governed exclusively by Swiss law.

The exclusive place of jurisdiction shall be the registered office of Viventis Group.