Terms and Conditions of Use

Crafter Agreement

As part of its relationship with the Crafter, socraft will need to provide the Crafter with certain information, including confidential technical, commercial, and financial information that it owns. The information held by socraft will hereinafter be referred to as “confidential information.”

socraft will provide Crafter with the confidential information necessary for the proper performance of its tasks. socraft will remain the owner of this information, and Crafter shall refrain from using the information provided for any purpose other than in the context of the business relationship between socraft and Crafter, even after this relationship has ended.

That being said, the parties have agreed as follows

1. Obligations of the Crafter

The Crafter:

  • must perform the assignment entrusted to them with care and faithfully safeguard the legitimate interests of socraft (Art. 321a CO).

  • is responsible to socraft for the proper and faithful performance of their assignment (Art. 398 CO).

  • is generally bound by duties of diligence, information, and advice (Art. 398 CO).

2. Protection of personal data

socraft collects, processes, and stores personal information about its Crafters only to the extent that such data is necessary for the performance of this agreement. By accepting this agreement, the Crafter agrees to the processing of their personal data and its possible transfer to socraft's client companies, provided that such data is essential for the performance of the services provided by the Crafter.

3. Duty of confidentiality

The Crafter is required to maintain complete confidentiality regarding the affairs of socraft and its client. The duty of confidentiality remains in effect even after the end of the service relationship. The Crafter shall refrain from communicating or disclosing any information, documents, data, or concepts that may come to its knowledge in the course of the project covered by this agreement and that concern socraft or the client for whom it has been commissioned.

4. Confidential Information

As used in this agreement, the term “confidential information” refers to all information of any kind and in any form, such as data, documents of any kind, technical, commercial, strategic, financial, or other information, samples, specifications, drawings, software, models, reports, descriptions, and studies belonging to Socraft or its customer (hereinafter the “disclosing party”), which are brought to the attention of the Crafter (the “receiving party”) in connection with the project specified in this agreement, in writing, orally, or which come into the latter's possession in any other way, during discussions or through physical or electronic access to the premises of the disclosing party. The confidential nature of confidential information is independent of whether or not it is marked “confidential” or “secret.”

5. Use and ownership of confidential information

The Crafter undertakes not to disclose, to anyone and in any way whatsoever, the confidential information of the disclosing party without the latter's prior written consent. Furthermore, the receiving party shall not use, or allow third parties to use, the confidential information for purposes other than those for which Socraft and the Crafter have come together. The receiving party undertakes to do everything in its power to prevent the disclosure, dissemination, copying, reproduction, duplication, in whole or in part, or unauthorized use of confidential information, and in particular to take measures at least equivalent to those it takes to protect its own information, it being specified that these provisions are not intended (i) restrict the free communication of confidential information and the media on which it is reproduced between the persons involved in the project, including the employees, advisors, lawyers, and experts of the parties involved in the project on behalf of and for the account of a party, or (ii) prohibit copies in accordance with the data backup policy or business continuity plan of the receiving party. All confidential information shall remain the exclusive property of Socraft or its client, and the receiving party shall have no right, by license or otherwise, to use the confidential information, unless expressly provided for in the agreement.Nothing in the agreement shall be construed as obligating either party to disclose confidential information to the other party, to commence discussions, or to carry them through to completion. The parties acknowledge that the agreement is linked to commercial agreements entered into elsewhere between the parties, and that this agreement shall be immediately terminated in the event of any challenge to said commercial agreements, unless expressly decided otherwise by the parties. socraft or its client shall provide the Crafter with only the confidential information it deems necessary for the continuation of the project. Unless expressly agreed, the parties give no guarantee as to the value or accuracy of confidential information.It is expressly agreed between the parties that the disclosure by socraft or its client of confidential information under the agreement may in no way be interpreted as expressly or implicitly conferring on the receiving party any right, under the terms of a license or by any other means, over the materials or inventions to which the confidential information relates, other than those strictly necessary for the implementation of the comparison service. The same applies to copyright or other rights attached to literary or artistic property, trademarks, or trade secrets.

6. Exceptions

The foregoing provisions shall not apply to the following information: Information that, at the time of disclosure, is in the public domain or becomes public domain without breach of this agreement; Information that either party can prove was in its possession at the time of disclosure and was not acquired directly or indirectly from the other party; Information that one of the parties can prove was acquired on a non-confidential basis from a source other than the other party. The burden of proof for these exceptions lies with the party invoking them. In the event of disclosure required by the application of a legal or regulatory provision or a final court decision, the receiving party that has been compelled to disclose such information must notify the disclosing party in advance and without delay and undertakes to disclose only what is strictly necessary to satisfy its obligations.

7. Personnel of the receiving party

The Crafter shall limit the possession, knowledge, development, and use of confidential information to its employees, agents, subcontractors, Crafters, or agents (collectively referred to as “Personnel”) who need to know the confidential information in connection with the purposes specified in the Agreement, and provided that such Personnel agree (i) to comply with the confidentiality obligations contained in this Agreement and (ii) to use such information only for the purposes set forth in this section. By express agreement between the parties, disclosure to personnel may be made without the authorization of the disclosing party. The Crafter, who remains solely responsible for the actions of its personnel, shall ensure that they comply with the agreement and shall promptly notify the disclosing party of any breach thereof.

8. Return of confidential information

At the end of the agreement or upon request by the disclosing party, Crafter shall promptly return or destroy (or, in the case of electronic media, permanently delete) all tangible documents containing confidential information (including, without limitation, all summaries, copies, and extracts of confidential information) in its possession or under its control and shall provide proof of such return or destruction to the disclosing party upon request. without limitation, all summaries, copies, and extracts of confidential information) in its possession or under its control and shall provide proof of this to the disclosing party upon request. The receiving party may retain a copy of each piece of confidential information that will enable it to comply with mandatory legal or regulatory obligations or to defend itself in court, such copies to be kept confidential. Any confidential information, whether oral or written, that cannot be returned or destroyed shall continue to be subject to the terms of this agreement for the period specified in the “Term” section below.

9. Responsibilities

Each party assumes full responsibility for any damage suffered by the other party or third parties resulting from its faults and breaches of its obligations as defined in the agreement. There is no joint liability between the parties.

10. Independence

The agreement does not create any exclusivity commitment of any kind between the parties.

11. Term and termination Each party undertakes to keep confidential any confidential information received from the other party for the duration of their business relationship plus a period of two (2) years from the end of that relationship. In any event, each party remains entitled to terminate the agreement at any time by giving seven days' notice, and without notice in the event of serious misconduct by the other party.

11. Term and termination

Each party undertakes to keep confidential any confidential information received from the other party for the duration of their business relationship plus a period of two (2) years from the end of that relationship. In any event, each party remains entitled to terminate the agreement at any time by giving seven days' notice, and without notice in the event of serious misconduct by the other party.

12. Non-waiver

The failure of either party to obtain strict compliance by the other party with any provision of the agreement shall not constitute a waiver of its right to enforce that provision or any other provision of the agreement at a later date.

13. Jurisdiction and applicable law

Any amendment to this agreement must be made in writing. Any dispute, controversy, or claim arising out of or relating to this agreement, including the validity, invalidity, possible breaches, or termination of the agreement, shall be submitted to the competent courts of the district of Lausanne.