General Terms and Conditions

1.1 These General Terms and Conditions (GTC) apply to all consulting, development, and automation services provided by the Contractor.

1.2 Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if the Contractor has expressly agreed to their validity in writing.

1.3 These GTC also apply to all future business relationships without the need for renewed reference.

2.1 The scope of services results from the respective offer or the order confirmation of the Contractor. Verbal collateral agreements do not exist.

2.2 Changes and extensions to the scope of services are possible at any time and shall be agreed upon in writing. Any change or extension leads to a corresponding adjustment of the remuneration and/or the time frame. The Contractor is entitled to create an addendum to the existing offer for change requests.

2.3 If it turns out during the provision of services that the originally estimated effort is insufficient, the Contractor will inform the Client immediately. The parties will then decide by mutual agreement on the further procedure and the adjustment of remuneration. If no agreement is reached, the Contractor is entitled to suspend the provision of services until clarification.

2.4 The Contractor owes a service, not a success in the sense of a contract for work and services. The automation solutions are created to the best of knowledge and belief and the current state of the art.

3.1 The Client is obliged to provide the Contractor with all information, documents, access, and data required for the execution of the order in a timely, complete, and correct manner.

3.2 The Client ensures that competent contact persons are available for the Contractor and that queries are answered within 5 working days.

3.3 The Client is responsible for:

• The provision of all necessary system access
• Clarification of internal coordination and approvals
• Availability of test environments
• Timely review and acceptance of partial services

3.4 If the Client does not comply with its duties to cooperate, not in time, or not completely, agreed deadlines shall be extended accordingly. The Contractor is entitled to charge additionally for extra efforts caused by lack of cooperation.

3.5 In the event of a significant breach of duties to cooperate (in particular, no response for more than 10 working days), the Contractor is entitled to suspend work until the delay is remedied. The claim for remuneration for services already rendered and planned remains unaffected.

4.1 Remuneration is based on the respective offer. Unless otherwise agreed, the Contractor's prices valid at the time of conclusion of the contract apply.

4.2 All prices are exclusive of statutory VAT, if applicable.

4.3 Invoices are due for payment without deduction within 14 days of the invoice date.

4.4 In the event of default in payment, the Contractor is entitled to charge default interest at a rate of 5% above the respective base interest rate and to suspend the provision of services until full payment is received.

4.5 For flat-rate agreements, the agreed remuneration is owed for the defined service period, regardless of whether the Client calls up or uses the services in full.

4.6 Offsetting by the Client is only permissible with undisputed or legally established claims.

5.1 The Contractor provides the services at its own discretion and using the methods and tools chosen by it.

5.2 Partial services are deemed accepted if the Client does not report defects in writing and substantiated within 10 working days after presentation or provision.

5.3 Use of the provided automations in productive operation is deemed implied acceptance.

5.4 Minor deviations from the service description that do not significantly impair functionality do not entitle the Client to refuse acceptance.

6.1 The Contractor warrants that the services provided correspond to the agreed scope of services. The warranty period is 30 days from acceptance or implied acceptance.

6.2 Exclusion of warranty:

• For defects based on incorrect data, insufficient system access, or lack of cooperation by the Client
• For defects caused by subsequent changes to the system by the Client or third parties
• For malfunctions caused by external systems, APIs, or third-party services

6.3 The liability of the Contractor for slight negligence is excluded unless it concerns the violation of essential contractual obligations. In this case, liability is limited to the foreseeable, typical damage.

6.4 Liability for indirect damages, consequential damages, lost profits, or data loss is excluded to the extent permitted by law.

6.5 The maximum liability amount is limited to the amount of the net remuneration paid by the Client in the relevant project.

6.6 The above limitations of liability do not apply to damages resulting from injury to life, body, or health, as well as in cases of intent or gross negligence.

7.1 Both parties undertake to keep confidential all confidential information of the other party obtained within the framework of the cooperation and to use it only for the purposes of contract fulfillment.

7.2 The Client is responsible for compliance with data protection regulations in its company. The Contractor processes personal data exclusively within the framework of the fulfillment of the order and in accordance with the instructions of the Client.

7.3 If necessary, the parties shall conclude a separate Data Processing Agreement (DPA).

8.1 Upon full payment, the Contractor grants the Client a simple, non-transferable right of use to the work results created within the framework of the order.

8.2 Reusable components, templates, scripts, and generic modules remain the property of the Contractor. The Contractor is entitled to reuse them for other customers.

8.3 Before full payment, all rights to the work results remain with the Contractor.

8.4 The Contractor is entitled to name the Client as a reference customer unless the Client expressly objects.

9.1 Contracts with a defined term end automatically upon expiry of the agreed period without the need for termination.

9.2 The right to extraordinary termination for good cause remains unaffected. A good cause exists in particular if:

• The Client is in default of payment for more than 30 days
• The Client repeatedly fails to comply with its duties to cooperate despite a reminder
• Insolvency proceedings are applied for regarding the assets of a party

9.3 In the event of termination by the Client without good cause or in the event of extraordinary termination by the Contractor for a reason for which the Client is responsible, all services rendered up to the time of termination as well as the services planned up to the originally agreed end of the contract must be remunerated. However, at least 75% of the agreed total remuneration.

9.4 In the event of termination, work results already transferred must be paid for by the Client within 14 days.

10.1 Neither party is liable for the non-performance or delayed performance of its obligations if this is due to force majeure circumstances.

10.2 Force majeure essentially includes: natural disasters, pandemics, war, terrorism, official measures, strikes, failures of internet or cloud services of third parties.

10.3 The affected party will inform the other party immediately about the existence and expected duration of the force majeure force.

11.1 Changes and additions to these GTC and the contract must be in writing. This also applies to the waiver of this written form requirement.

11.2 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid regulation that comes closest to the economic purpose of the invalid provision.

11.3 Swiss law applies to the exclusion of the UN Sales Convention.

11.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Zurich, Switzerland.

11.5 The Contractor reserves the right to adjust these GTC at any time. For existing contracts, the GTC valid at the time of conclusion of the contract apply.