Terms and conditions

1. Scope

These general terms and conditions (“Terms”) govern the services provided under the trade name Fabric5 by Lambert Consulting SA, Avenue des Baumettes 9, 1020 Renens, Switzerland (“Fabric5”), to its business customers (“the Customer”): design and development of custom business software, new features, hosting and maintenance under licence.

They form part of any contract whose quote refers to them; they are attached to the quote or available at the address it states, in their dated version. The Customer’s own terms and conditions apply only if Fabric5 has accepted them in writing.

2. Quote and conclusion of the contract

Fabric5 prepares a written quote based on the requirements document and information provided by the Customer. The quote describes the scope (features, main screens, integrations), the fixed price, the indicative timeline and the licence fee.

The quote is valid for the period it states. The contract is concluded when the Customer accepts the quote in writing (signature or email).

3. Fixed price and changes

The development price is a fixed price for the scope described in the quote. It covers design, development, testing, acceptance with the Customer and go-live.

Any request outside the scope is covered by a fixed-price amendment, accepted in writing before it is carried out. The price of a new feature depends on its complexity.

Prices are in Swiss francs, excluding VAT.

4. Development, acceptance and go-live

Fabric5 develops the software with care, in line with professional standards. It may use qualified subcontractors bound by the same confidentiality and security obligations.

Before go-live, the Customer checks the software (acceptance) within the period set in the quote and reports in writing any deviation from the agreed scope. Fabric5 fixes blocking deviations before go-live.

The software is deemed accepted when the Customer authorises its go-live or, failing a written reservation, when the acceptance period expires. Defects that could not be detected at acceptance remain covered if reported in writing as soon as they are discovered (Art. 370 Swiss Code of Obligations).

5. Customer cooperation

The Customer appoints a contact person, provides the necessary information, data and access in good time, and takes part in acceptance. Delays attributable to the Customer push back the timeline accordingly.

The Customer warrants that it is entitled to provide the data and documents it supplies and that they respect third-party rights.

6. Licence, hosting and maintenance

After go-live, use of the software is subject to a monthly licence, the amount of which is set out in the quote. It covers hosting, backups, security and updates, depending on the cloud services used.

The licence is concluded for the initial term set out in the quote. It renews automatically for periods of the same length unless terminated in writing at least 30 days before the end of the current term.

7. Right of use and intellectual property

Fabric5 builds software from components it has developed, which remain its exclusive property. For the duration of the licence, the Customer receives a non-exclusive, non-transferable right to use its software for the needs of its own organisation.

The development price pays for design and development; it does not grant a perpetual right of use. When the licence ends, the right to use the software ends, unless a buy-out is agreed in the quote. Any rights in developments specific to the Customer are set out in the quote.

The Customer shall not decompile, reproduce or make the software available to third parties, or circumvent its protections, without Fabric5’s written consent.

The Customer retains all rights to its data.

8. Payment

Unless the quote states otherwise, invoices are payable within 30 days. The payment terms of the fixed price (advance payments, instalments) are set out in the quote.

The Customer is in default without notice as soon as the invoice falls due; default interest at the statutory rate of 5% per year is owed (Art. 102 and 104 Swiss Code of Obligations). Fabric5 may suspend access to the software if an invoice remains unpaid ten days after a written reminder announcing the suspension; the Customer’s data is kept during the suspension.

9. Warranty

Fabric5 warrants that, at go-live, the software matches the scope confirmed at acceptance. It first fixes free of charge the defects reported in writing during the warranty period set in the quote. If the fix fails within a reasonable time, the Customer may request a price reduction or, if the defect makes the software unusable, withdraw from the contract (Art. 368 Swiss Code of Obligations).

The warranty does not cover defects caused by improper use, changes made by third parties, or external systems and services beyond Fabric5’s control.

10. Liability

Fabric5 is liable without limitation for damage caused intentionally or through gross negligence. Otherwise, its liability for loss of profit and indirect damage is excluded, and limited to the total paid by the Customer in the 12 months preceding the event giving rise to the damage. In the event of data loss, Fabric5 is liable for restoring the data from the last backup provided for by the licence. Mandatory statutory provisions remain reserved.

11. Confidentiality

Each party keeps confidential the information of the other party it becomes aware of, in particular the Customer’s requirements document, during and after the contract. A non-disclosure agreement (NDA) signed by the parties prevails over this clause.

12. Data protection

Where Fabric5 processes personal data on behalf of the Customer, in particular by hosting its software, it acts as a processor under a data processing agreement (Art. 9 FADP, Art. 28 GDPR). The Customer remains responsible for the lawfulness of the data it processes.

The Customer gives Fabric5 general authorisation to use the sub-processors listed in that agreement, in particular Infomaniak Network SA (Geneva, Switzerland) for hosting and backups. Fabric5 informs the Customer in writing at least 30 days before any addition or replacement; the Customer may object for a reason related to data protection and, failing agreement, terminate the licence at the end of the following month (Art. 9(3) FADP; Art. 7 DPO).

Fabric5 notifies the Customer as soon as possible of any data security breach (Art. 24(3) FADP) and helps it answer requests from data subjects. If the Customer’s data is subject to professional secrecy, in particular medical secrecy, the Customer reports it before the contract is concluded; the necessary measures are then set out in the data processing agreement. Otherwise, Fabric5’s privacy policy applies.

13. Force majeure

Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control (natural disaster, decision of an authority, major network outage, cyberattack, etc.). Performance is suspended for the duration of the event.

14. End of the contract

Before go-live, the Customer may withdraw from the contract by paying for the work done and compensating Fabric5 in full (Art. 377 Swiss Code of Obligations); the quote may set this compensation as a lump sum.

Either party may terminate the contract with immediate effect in the event of a serious breach not remedied within 30 days of a written notice.

At the end of the contract, Fabric5 returns the Customer’s data in a common format, on request made within 30 days, then deletes it, including backups at the end of their rotation cycle, subject to any legal retention obligation.

The clauses on confidentiality, intellectual property, liability and governing law continue to apply after the end of the contract.

15. Final provisions

Official communications are made in writing (letter, or email with acknowledgement of receipt). The Customer may not assign the contract without Fabric5’s written consent. Fabric5 may transfer the contract to a company of its group that takes over the Fabric5 business, informing the Customer in writing; the Customer consents to this in advance.

In the event of any inconsistency, the order of precedence is: the accepted quote and its amendments, then the data processing agreement, then these Terms.

Fabric5 may amend these Terms. The version applicable to a contract is the one in force when the quote is accepted.

16. Governing law and jurisdiction

Swiss law applies, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Lausanne (Vaud); Fabric5 may also bring proceedings at the Customer’s registered office. The French version of these Terms prevails.