1. Parties

Wellevate Ltd is a Swiss corporation domiciled in Uitikon, Switzerland, with registered address at Bergstrasse 2, 8142 Uitikon Waldegg (“Wellevate”). Wellevate is dedicated to the rendering of services in the field of media and information technology in particular the design, development, realization and management of projects and products for new media, internet and multimedia as well as the design of presentation slides (the “Services”).

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These general terms and conditions (the “GTC”) shall govern the relationship between you (the “Customer”, together with Wellevate, the “Parties”) and Wellevate for the Services rendered by Wellevate.

 

2. Scope

These GTC set out the rights, obligations and restrictions that apply between the Customer and Wellevate when the Customer purchases Wellevate’s services and accesses Wellevate’s website and platform at www.well-evate.com or any other file sharing system used by Wellevate (“Platform”) and/or accesses, uses or downloads any of the data and services provided by Wellevate.

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3. Formation of Contract

Wellevate offers various Services, e.g., design of slides, design of templates and design of brand macros based on drafts provided by the Customer as described on the Platform. Wellevate’s Services are provided either (i) on a case-by-case basis in the form of a single order, (ii) as a subscription or (iii) an arrangement for a long-term design support.

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In case of a single order, the Customer, after registering, places an order by uploading to the Platform draft slides containing text and/or graphics and selecting the desired Service. Wellevate will quote an approximate price and delivery time, which is an invitation to offer. It does not constitute an offer and is not legally binding. By accepting the price quoted, the Customer makes an offer. A contract for the provision of Wellevate’s Services is formed when Wellevate accepts the Customer’s offer by email.

 

Instead of placing a single order by uploading slides to the Platform, the Customer may place an order for a subscription and the Customer enters into a binding agreement when making the purchase on the Platform or by email. Furthermore, the Customer may enter into an arrangement for a long-term design support, in which case the Parties will enter into a separate agreement subject to these GTC.

 

4. Services and Delivery

Wellevate delivers the Services on the Platform on or before the deadline agreed with the Customer. Upon delivery of the Services, the Customer is entitled to two revisions of the Services free of charge. After the second revision, requests made by the Customer for work to be carried out on the Services delivered and revised will be billed at a separate rate. Wellevate will inform the Customer of the price before commencing additional work. Free revision of Services delivered does not include any incorporation of new ideas of the Customer.

 

Delivery of the Services is made in a .ppt or .pptx file or in any other formats offered by Wellevate and will be available immediately after payment by the Customer (in case of a single order) or approval of the slides (in case of a subscription or long-term design support). The Customer approves the Services via email, either after the first delivery or after the first or second revision. If the Customer has not responded by Wellevate’s third attempt to contact the Customer to have the Services and/or revisions approved, Wellevate will consider the Services and any revisions approved and the Customer’s credit card or subscription balance, as applicable will be charged in accordance with the below section on payment.

 

5. Subscriptions

Wellevate will provide to the Customer relevant information regarding price and delivery procedure before the Customer completes the payment of their purchase of a subscription. Any purchase will be effective upon the processing of the Customer’s payment, at which point the Customer may start using the Services provided under the subscription.

 

The subscription is personal to the Customer and may not be transferred or used by third parties.

The standard subscription period is 3 months, unless an alternative period is agreed to by both the Customer and Wellevate. The subscription will automatically renew at the end of the subscription period and Wellevate will automatically bill the subscription fee to the credit card provided by the Customer at the registration of the subscription. The subscription is non-terminable during the subscription period. If the Customer terminates the subscription before the end of the subscription period, the Customer is not entitled to a refund of subscription fees paid for the remaining period.

 

Customers may terminate their subscription by giving notice more than one month before the end of their current subscription period. If a cancellation notice is not received by Wellevate more than one month before the end of the current subscription period, the subscription will automatically renew at the end of the current subscription period.

 

Wellevate may change the price for subscriptions from time to time and will communicate any price changes to the Customer. Price changes for subscriptions will take effect at the start of the next subscription period following the date of the price change. By continuing to use the subscription after the price change takes effect, the Customer accepts the new price.

 

Wellevate may terminate the subscription immediately at its sole discretion and without notice. Only if terminated without the Customer being in breach of these Terms will the Customer be entitled to receive a refund of the subscription fee corresponding to the remaining subscription period.

 

Wellevate may change, suspend or discontinue any aspect of the Customer’s subscription at any time, including the availability of any feature, database and/or content. Wellevate may also impose limits on certain features and services or restrict the Customer’s access to parts or all of the Services without liability. Where these changes or suspensions would amount to a termination of the Services, the Customer may be entitled to a refund of the reasonable part of any charges paid by the Customer.

 

6. Capacity and Availability for Subscriptions

Wellevate shall be available to provide Services to the Customer for 8 hours per day on business days, Monday to Friday. Wellevate may place the production of the Services anytime between 9 am - 9 pm Manila time, GMT +8 hours.

 

Wellevate strives to deliver all the Customer’s slides within 36 hours of the time the Customer uploaded their slides to the Platform. However, the number of slides the Customer is entitled to have delivered per 36 hours depends on their subscription.

 

The types of subscriptions, the number of daily slides included, and current prices depend on the package purchased by the Customer as set out on the Platform from time to time. The price payable per slide depends on the type of Service requested, i.e. simple, standard or complex, and is stated in your order confirmation. Current prices for new/renewable subscriptions are displayed on the Platform.

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If Wellevate’s performance is hindered by an act or omission of the Customer, Wellevate’s non-performance shall not constitute a breach of contract.

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7. Payment

When Services are purchased as a single order, the Customer pays per delivery. Payment for the Services falls due immediately upon the Customer’s approval of the slides on the Platform, or upon Wellevate’s third attempt to contact the Customer to have the Services and/or revisions approved, as the case may be. The Customer shall settle the payment through credit card payment. If the Customer is domiciled in Switzerland, settlement by bank transfer shall be available too.

 

If the Customer purchases a subscription or enters into an arrangement for a long-term design support, the Customer will be invoiced monthly. The payment becomes due within 15 calendar days of the date the invoice was dispatched and can be settled by credit card or wire transfer. Any costs for wire transfers shall be borne by the Customer.

 

8. Waiver of statutory cancellation rights

This section applies exclusively to customers acting as consumers domiciled in the European Union. Normally within the European Union, a cancellation period of 14 days from the day of purchase applies to a contract for the supply of digital content. However, when the Customer places an order for the delivery of Services, the Customer requests Wellevate to begin the supply of digital content during the 14-day cancellation period applicable. The Customer acknowledges and agrees that the payment made, either on a case-by-case basis or immediately at the purchase of a subscription or the entering into of an arrangement for a long-term design support is for the supply of digital content re the Services or for the entirety of the subscription period, as applicable, and that the Customer will not be entitled to receive a refund of their payment.

 

In countries outside of the European Union, where customers have the right to cancel their purchase within a certain period of purchase and where mandatory law does not acknowledge the choice of law stated in these GTC, the following applies: When the Customer purchases the Services or starts using the Services they agree to waive any right to a limited period in which they could revoke their purchase or claim a refund upon cancellation of their purchase available to them to the maximum extent permitted under applicable law. In the event that a waiver of these rights is prohibited by law, the period shall be limited to the minimum period permitted by applicable law.

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9. Availability of Services

Wellevate endeavours to offer a smooth and reliable service but gives no guarantee, and does not warrant, that the Services and the Platform will be free of fault or that the Platform will be uninterrupted. If a fault does occur, the Customer may report it to customer services, and Wellevate will attempt to correct the fault as quickly as possible. Wellevate will occasionally restrict access to the Platform to carry out repairs, maintenance or to introduce new functionality or services and Wellevate will endeavour to keep disruption to a minimum. New services are subject to a period of testing. This means that new services may not perform with complete functionality, may be undergoing testing, may be inconsistently available, may have software “bugs” being fixed and may have other issues affecting availability and functionality.

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10. Duty of Care and Liability

Wellevate shall provide or procure the provision of the Services hereunder with the care of a diligent service provider. Wellevate may outsource and/or delegate the provision of Services within the meaning of art. 399 para. 2 of the Swiss Code of Obligations (the “CO”) in full or in part to a third party or affiliate. Wellevate shall only be liable for direct damages caused to the Customer through a breach of contract by Wellevate caused by wilful misconduct or gross negligence on the part of Wellevate. In no event shall Wellevate be liable for any loss of profits, business interruptions, loss of business information, loss of business, opportunity or other pecuniary loss, loss of data or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or losses, whether based in contract, tort or otherwise, arising out of or in connection with the use of, or inability to use, the Services, any content delivered to the Customer, whether or not Wellevate has been advised of the possibility of such damages or loss. Art. 101 para. 2 and art. 399 para. 2 CO shall apply.

 

The Customer acknowledges and confirms that Wellevate has not made and no communication, action or omission of Wellevate shall be construed in a manner which would suggest that Wellevate has made or is making any representations, warranties or guarantees that (i) the Services will meet the Customer’s requirements, (ii) delivery of any portion of the services will be timely, secure, uninterrupted or free of error, (iii) the results that are obtained by use of the Service are accurate and reliable, (iv) the quality of the Services will meet the Customer’s expectations or (v) the Services are fit for the purpose intended by the Customer.

 

11. Transmission of Data

Wellevate is obligated to exercise the standard of due care customary in the business in handling incoming and outgoing files, instructions and notifications via mail, telephone, email, internet, filesharing and all other means of transmission and transport. In the event that this duty is breached by Wellevate, Wellevate will be liable for any resulting damage, subject to the limitations set out in section 10. Where no breach of duty has occurred, the Customer is liable for any damage resulting from the transmission of instructions and notifications via mail, telephone, email, internet, filesharing and all other means of transmission and transport, such as from loss, delay, misunderstandings, mutilation, or due to unlawful interferences (e.g. hacking) or other malfunctions, overloads, and interruptions in remote communication channels and systems, regardless of the cause.

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12. Intellectual Property

The Customer represents and warrants that it owns or has the necessary rights to use any trademarks, logos, phrases, audio, visual or other data protected by intellectual property laws provided to Wellevate and that the provision of the Services by Wellevate will not infringe any IP Rights of any third parties. “IP Rights” shall mean: patents, trademarks, designs, corporate names, trade names, copyrightable works, domain names, and other intangible rights, used to protect the results of any development or other type of creative efforts and work, and any intangible value arising out of such efforts pursuant to any jurisdiction and/or applicable law whatsoever, copies and tangible embodiments thereof, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registra-tions.

 

The Customer agrees to indemnify and hold harmless within the meaning of art. 111 CO, and upon request, defend at its own cost, Wellevate, its affiliates and its respective directors, officers and employees from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on an (alleged) infringement of IP Rights.

 

All IP Rights used in connection with the Platform and Services remain the property of Wellevate or their respective owners.

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13. Non-Disclosure Obligation

"Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Customer is engaged, in particular trade or business secrets such as for example knowhow, inventions, templates or intellectual property rights (registered or not registered).

 

Wellevate's obligations under this section do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Wellevate; (b) discovered or created by Wellevate before disclosure by the Customer; (c) learned by Wellevate through legitimate means other than from the Customer or Customer's representatives; or (d) is disclosed by Wellevate with the Customer's prior approval.

 

Wellevate shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Customer. Wellevate shall carefully restrict access to Confidential Information to employees, contractors and third parties on a “need-to-know” basis and shall require those persons to submit to non-disclosure restrictions at least as strict as those in these GTC. Wellevate shall not, without prior approval of the Customer, use for Wellevate's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Customer, any Confidential Information. Wellevate shall return to the Customer or delete any and all records, notes, documents and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Customer requests it in writing.

 

Wellevate may disclose Confidential Information, if so required to comply with applicable laws and regulations or if requested by a court, governmental authority or tribunal.

 

The Customer shall inform Wellevate in writing if any information contained in the materials provided to Wellevate are subject to statutory confidentiality obligations, such as, but not limited to, regulations on insider trading or attorney-client privilege.

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14. Amendments

Wellevate may amend these GTC at any time by posting the amended terms on its Platform. It is the Customer’s responsibility to review these GTC from time to time to check if they have been amended. The effective date of each new version of the GTC will be included at the top of the GTC page. By continuing to use the Platform after any amended terms have been posted, the Customer accepts the updated GTC.

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15. Governing law and jurisdiction

These GTC and the Services are governed by and shall be construed in accordance with the substantive laws of Switzerland. Exclusive jurisdiction for any disputes arising out of or in connection with these GTC shall be the ordinary courts of Zurich, Switzerland.