Secretar-ia General Terms and Conditions
Version of 30 October 2026 · Dynaxus Sàrl, c/o E.D.G.M. SA, Rue de Berne 11, 1201 Geneva · UID CHE-371.112.111
This translation is provided for information. The French version prevails.
These terms apply to the Secretar-ia services: Agenda WhatsApp, Présence and custom services. Dynaxus Mobility transport services are subject to terms communicated with each quote.
1. Scope
1.1 These general terms and conditions (“GTC”) govern the relationship between Dynaxus Sàrl (“Dynaxus”, “we”) and its customers for the services offered under the name Secretar-ia.
1.2 These services are intended for companies, shops and self-employed persons, for the needs of their professional activity (“the Customer”).
1.3 The GTC form an integral part of every offer, order form or quote. The Customer’s own general terms do not apply unless Dynaxus agrees in writing. In the event of a contradiction, the written offer or the signed order form takes precedence over the GTC.
2. Definitions
- Offer: the written offer, order form or quote that sets out the services chosen, their price, the minimum term and, where applicable, the included usage.
- Assistant: the artificial intelligence program that replies, on the Customer’s behalf, to WhatsApp messages from the Customer’s own customers.
- End Users: the Customer’s customers who exchange messages with the Assistant or visit its website.
- Go-live: the day on which the Assistant or the website is made available to End Users, after approval by the Customer.
3. Services
3.1 Agenda WhatsApp
Dynaxus installs and operates for the Customer an Assistant which, on WhatsApp and within the limits of the information supplied by the Customer: introduces itself as a virtual assistant; offers free slots from the Customer’s calendar; books, reschedules or cancels appointments at the End User’s request; answers practical questions (opening hours, prices, address, directions, payment); sends a reminder the day before; forwards to the Customer, by email, requests that are out of the ordinary. The service includes set-up, tuning, an online calendar, technical hosting and, at the start, regular review of conversations.
3.2 Présence
Dynaxus builds and hosts a website of one to five pages (services, prices or menu, opening hours, directions, photos, WhatsApp contact button) and helps the Customer to create or update its Google Business Profile. The content is built from the information, texts and images supplied by the Customer, who approves the website before it goes online.
3.3 Custom services
Any service not described above, for example a connection to a tool already used by the Customer, is subject to a separate quote.
3.4 What is not included
Unless otherwise stated in the Offer: answering telephone calls, secretarial work, taking payments, preparing quotes on the Customer’s behalf, understanding voice messages and images, billing insurers, and integration with a third-party platform or software.
4. Formation of the contract
4.1 The contract is formed when the Customer signs the Offer or order form, or accepts it in writing, including by email.
4.2 The information on the website and the calculator’s simulations are indicative and do not constitute a binding offer.
5. Set-up and cooperation of the Customer
5.1 The Customer supplies in good time the necessary information (opening hours, services, durations, prices, booking rules, frequently asked questions, email address for forwarded requests, texts and images) and ensures that it is accurate. The Customer informs Dynaxus of any change without delay.
5.2 For Agenda WhatsApp, the Customer has a telephone number that can be linked to Meta’s WhatsApp Business Platform and a Meta business portfolio, and authorises Dynaxus to connect to them through Meta’s sign-up procedure. Whether the WhatsApp Business app can be kept on the same number depends on Meta’s rules and is assured only if the Offer says so.
5.3 Go-live lead times are indicative. They depend in particular on the Customer’s cooperation and on Meta’s approvals.
5.4 The Customer tests and approves the Assistant or the website before Go-live.
6. The virtual assistant
6.1 The Assistant is an artificial intelligence. It introduces itself as such and never passes itself off as a person. The Customer must not present it otherwise.
6.2 Despite the checks in place (slots that are really free, recap before booking, confirmation after recording), an AI can make mistakes. The Customer regularly checks its calendar and the forwarded requests, and reports any error without delay so that Dynaxus can correct the settings.
6.3 The Assistant replies only about the Customer’s services. The Customer complies with the terms and policies of WhatsApp Business and Meta, in particular the ban on unsolicited advertising messages. Dynaxus may adapt how the Assistant works in order to comply with these rules.
6.4 The service depends on third-party platforms (Meta, AI providers, online calendar). A change in their rules, features or prices, or the suspension of the Customer’s WhatsApp account by Meta, may affect the service. Dynaxus informs the Customer and looks for a solution as quickly as possible.
6.5 Dynaxus does not promise any commercial result, for example a number of bookings or a reduction in missed appointments.
7. Size, included usage and message costs
7.1 The Agenda WhatsApp subscription is taken out for a size: Solo (1 person with a calendar, up to 400 customers per month), Small team (2 to 3 people, up to 1,000 customers), Team (4 to 6 people, up to 1,500 customers) or Large team (7 to 10 people, up to 2,000 customers). The size that applies is the higher of the two, according to the number of people with a calendar and the number of customers. The subscription includes WhatsApp message and artificial intelligence costs within these limits. A customer is a distinct person who writes to the business or receives a reminder during the month, regardless of the number of messages; for a restaurant, each booking counts.
7.2 If the number of people or customers exceeds the agreed size two months in a row, Dynaxus proposes the appropriate size to the Customer. No supplement is invoiced without the Customer’s prior agreement.
8. Prices, invoicing and payment
8.1 The prices are those of the Offer, in Swiss francs, excluding VAT. Dynaxus Sàrl is not entered in the VAT register on the date of the contract. From its registration, VAT at the statutory rate is added to the agreed prices. For contracts concluded under the launch offer (signed no later than 31 March 2027), the agreed prices are deemed to include VAT until 31 December 2027. The addition of VAT or a change in its rate does not constitute a price increase within the meaning of clause 8.4.
8.2 The set-up fee is invoiced when the contract is concluded. The subscription is invoiced monthly in advance, from the month of Go-live; the first month is calculated pro rata.
8.3 Invoices are payable within 10 days. After that period, and after a reminder that has remained without effect for 10 days, Dynaxus may suspend its services until payment in full. Default interest of 5% per year is due from the formal notice.
8.4 Dynaxus may adjust its prices with 30 days’ written notice, in particular to pass on an increase in the rates of Meta or of AI providers. The Customer may then terminate the subscription with effect from the date the new price comes into force.
9. Term and termination
9.1 The subscription is concluded for an initial term of 12 months from Go-live.
9.2 It then renews tacitly for periods of 12 months, unless written notice of termination (letter or email) is received by the other party no later than 3 months before the end of the current period. The signed Offer recalls this rule prominently.
9.3 Either party may terminate the contract with immediate effect for good cause, in particular in the event of a serious breach of contract, persistent late payment or use contrary to the law or to Meta’s rules.
9.4 At the end of the contract, the Assistant and the website are deactivated. On request made within 30 days, Dynaxus provides the Customer with an export of its appointments in a common format, together with the texts and images it supplied. The data is then deleted in accordance with the annex. If a domain name was registered for the Customer, Dynaxus transfers it on request, once all invoices have been paid.
9.5 The set-up fee remains with Dynaxus, except in the event of fault on its part.
10. Intellectual property
10.1 The Customer remains the owner of the texts, images, logos and information it supplies. It warrants that it holds the rights to them and grants Dynaxus the right to use them to perform the contract.
10.2 The templates, design, code, configurations, the Assistant’s instructions and Dynaxus’s tools remain the property of Dynaxus. The Customer receives a non-exclusive right to use them for the term of the contract.
10.3 Dynaxus names the Customer as a reference only with its consent.
11. Availability and maintenance
Dynaxus uses reasonable means to ensure the availability of the service, without promising uninterrupted operation. Interruptions may occur, in particular for maintenance or because of third-party platforms. Dynaxus endeavours to limit them and to inform the Customer when they are foreseeable.
12. Data protection
12.1 For End Users’ data, the Customer is the controller and Dynaxus acts as processor, in accordance with the annex below, which forms an integral part of the GTC.
12.2 For the data of the Customer itself and of its staff, Dynaxus is the controller, in accordance with its privacy policy.
13. Confidentiality
Each party keeps confidential the other party’s non-public information that comes to its knowledge in connection with the contract. This obligation continues after the end of the contract.
14. Liability
14.1 Dynaxus is liable for damage it causes intentionally or through gross negligence.
14.2 To the extent permitted by law, any other liability is excluded, in particular for slight negligence, indirect or consequential damage, loss of profit, lost or incorrect bookings, and damage due to inaccurate information supplied by the Customer or to third-party platforms.
14.3 Where Dynaxus is liable, its liability is limited to the amount paid by the Customer during the 12 months preceding the damage, except in the event of intent or gross negligence.
14.4 The Customer is responsible for the content it supplies and for its use of the services, and indemnifies Dynaxus against any third-party claims arising from them.
15. Force majeure
Neither party is liable for a delay or failure to perform caused by an event beyond its control, in particular a general outage of the internet or of a third-party platform, a cyberattack or a decision by an authority. The party concerned informs the other without delay.
16. Binding commitments
Only commitments set out in the Offer, the order form or a written confirmation from the management of Dynaxus are binding on Dynaxus, in particular as regards discounts, lead times, features or integrations. Sales staff cannot grant other terms.
17. Changes to these terms
Dynaxus may amend the GTC. The new terms are communicated to the Customer at least 30 days before they come into force. If they are unfavourable to the Customer, the Customer may terminate the contract with effect from that date; otherwise they are deemed accepted.
18. Final provisions
18.1 Amendments to the contract must be made in writing; email is sufficient.
18.2 If a provision is void, the others remain valid; the void provision is replaced by a valid provision that comes as close as possible to its purpose.
18.3 The Customer may assign the contract to a third party only with the written consent of Dynaxus.
19. Governing law and jurisdiction
The contract is governed by Swiss law. The exclusive place of jurisdiction is Geneva, subject to an appeal to the Federal Supreme Court.
Annex: data processing on behalf of the Customer
This annex constitutes the data processing agreement required by Art. 9 of the Swiss Federal Act on Data Protection (FADP) and, where applicable, by Art. 28 GDPR.
A1. Subject matter and roles
The Customer is the controller of its End Users’ data. Dynaxus processes it solely to provide the Secretar-ia services, for the term of the contract.
A2. Data and data subjects
The Customer’s End Users: telephone number and WhatsApp profile name, content of written messages, appointment information (date, time, service or party size, name, remarks), email address if given, replies to reminders, and technical data of visitors to the website.
A3. Instructions
Dynaxus processes the data only on the Customer’s documented instructions, which are set out in the contract and in the Assistant’s settings. It informs the Customer if an instruction appears to it to be unlawful.
A4. Confidentiality
The persons authorised to process the data at Dynaxus are bound by confidentiality.
A5. Security
Dynaxus takes appropriate technical and organisational measures, in particular: encryption in transit, encrypted storage of access tokens, access limited to the persons who need it and protected by strong authentication, separation of each Customer’s data, and access for each End User limited to their own appointments.
A6. Sub-processors
The Customer authorises Dynaxus to use the sub-processors listed in its privacy policy. Dynaxus imposes equivalent protection obligations on them by contract. It informs the Customer at least 30 days in advance of any new sub-processor; the Customer may object on data protection grounds and, failing a solution, terminate the contract with effect from the date of the change.
A7. Disclosure abroad
Data is disclosed abroad only to a State offering an adequate level of protection or subject to appropriate safeguards within the meaning of Art. 16 and 17 FADP, as described in the privacy policy.
A8. Assistance to the Customer
Dynaxus helps the Customer to respond to End Users’ requests (access, rectification, deletion) and forwards to it without delay those it receives directly. It notifies the Customer as quickly as possible of any data security breach that concerns it, with the information available, and assists it with its notification obligations and, where applicable, with an impact assessment.
A9. End of processing
At the end of the contract, Dynaxus provides the Customer, on request made within 30 days, with an export of the appointments, then deletes the End Users’ data within 30 days, unless there is a statutory retention obligation.
A10. Audit
Dynaxus provides the Customer with the information needed to demonstrate compliance with this annex. The Customer may request an audit, at its own expense and with reasonable notice, without compromising the security or confidentiality of other customers’ data.
A11. Obligations of the Customer
The Customer ensures that it has a justification for processing its End Users’ data and informs them appropriately, in particular in its own privacy notice; Dynaxus provides a standard information text on request. It does not ask the Assistant to collect sensitive data, in particular health data.