GTC
1. validity
These General Terms and Conditions (GTC) govern the legal relationship between innobit ag, hereinafter referred to as innobit, and its customers and partners, hereinafter referred to as the customer. The version valid at the time of conclusion of the contract is authoritative. These GTC apply in addition to other contractual agreements concluded, in which the type, scope and duration of the services to be provided by innobit are regulated. Regulations deviating from these GTC must be made in writing.
2. provision of services by innobit
The services are provided by employees of innobit or third parties in a professional manner and carefully, using the knowledge and skills available to innobit and the usual professional standards. innobit is responsible for the careful selection, training, instruction, professional working methods, supervision and control of the employees it employs. If necessary, third parties can be called in to fulfill the service. Third parties are obliged to exercise at least the same care as their own employees, and innobit remains responsible to the customer.
3. obligations of the customer
The customer undertakes to provide all necessary information and to create the organizational conditions that are necessary for the creation of the service to be provided. If the place of performance is outside Switzerland, the customer must inform innobit in good time of the technical requirements as well as the legal, official and other regulations at the place of performance, insofar as they are necessary for the execution and use of the services.
If services are to be provided on the customer's premises, the customer is responsible for granting innobit 's employees access to rooms, systems and computer networks within the agreed framework.
If a formal acceptance of the deliveries or services provided has been agreed, the customer shall carry this out within three calendar weeks after delivery or the end of the service provision and provide innobit with a binding and final list of defects.
If innobit does not receive such a list of defects within this period, the delivery or service provided shall be deemed to have been accepted, with the exception of hidden defects.
4. ownership, use of software
Unless otherwise agreed in writing, the problem solutions developed, including programs, source code and documentation, remain the property of innobit. The customer receives the non-exclusive and non-transferable right to use the programs and the associated documentation. All goods, services and rights of use delivered or provided by innobit remain the property of innobit until full payment has been made.
5. warranty for hardware and software deliveries
innobit's warranty for the delivered products is determined in all respects by the warranty provisions of the respective manufacturer or supplier. The only obligation of innobit is to assign any warranty claims against the manufacturer/supplier to the customer. Warranty services not covered by the manufacturer/supplier as well as additional costs caused by the customer will be charged to the customer. In case of missing or insufficient error description, innobit will carry out troubleshooting at the customer's expense.
Any further warranty obligation of innobit is fully excluded.
6. warranty
The warranty of innobit for services rendered is determined by the statutory provisions. A warranty does not apply insofar as the customer is at fault. Defects not covered by the warranty and additional costs caused by the customer
will be invoiced to the customer.
7. liability
For damages caused by faulty behavior of innobit 's employees, innobit is liable to the amount of the actual damage, limited to a maximum of the value of the respective order and a maximum of CHF 2,000,000. Excluded from the limitation of liability are damages caused by intent or gross negligence. Liability of any kind for damages resulting from force majeure, measures of governmental force and/or other events beyond innobit 's control as well as for consequential damages is excluded.
Any liability for indirect damage is excluded to the extent permitted by law. Neither innobit nor its suppliers are liable for damages of any kind (including loss of profit, business interruption, loss of data or business information or other financial loss) resulting from the use of a program, system or service of innobit or the inability to use these products, even if innobit has been informed of the possibility of such damage.
8. terms of payment
Unless otherwise agreed, payments are accepted in Swiss francs (CHF) and euros (EUR) by bank transfer. The agreed amounts are exclusive of indirect taxes (e.g. VAT) and fees. Unless other conditions are agreed, payments are due net within 14 days. If the customer does not meet his payment obligation within the agreed payment period, he is automatically in default and innobit is entitled to charge interest on arrears from this point in time. Offsetting against counterclaims not recognized by innobit or not legally established is not permitted.
9. takeover of employees
During the term of the business relationship and within one year thereafter, neither party may recruit employees of the other party or third parties engaged by it for itself or a third party without the consent of the other party. Anyone who hires an employee of the other party without the other party's written consent shall pay the other party compensation for recruitment and introduction of personnel in the amount of half the annual salary of this employee, but at least CHF 50,000. This does not apply to mandates in personnel leasing pursuant to Art. 19, 22 AVG.
10. assignment, legal succession
Rights and obligations arising from these GTC and other contracts concluded between innobit and the customer may not be transferred to third parties without the written consent of the other party. GTC and concluded contracts also bind any legal successors of innobit or the customer.
11. partial invalidity
Should one or more provisions of these GTC or other contracts concluded between innobit and the customer be void or prove to be legally invalid, the remaining provisions shall continue to apply. The contracting parties shall interpret and structure their legal relationship in such a way that the economic success intended with the void or legally ineffective parts is achieved as far as legally possible. The same applies in the event of a loophole in the agreements made that requires regulation.
12 Applicable law, place of jurisdiction
This contract is subject to Swiss substantive law.
The ordinary courts of the Canton of Basel-Stadt are agreed as the exclusive place of jurisdiction.