Terms & Conditions

General Terms and Conditions (GTC) of innobit ag in July 2019

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 relevant version is valid at the time of conclusion of the contract. These General Terms and Conditions apply in addition to other contractual agreements concluded, which regulate the nature, scope and duration of the services to be provided by innobit. Regulations that deviate from these GTC must be in writing.

2. Service delivery by innobit

The services are provided by employees of innobit or third parties in a professional manner and carefully, applying the knowledge and skills available to innobit and the usual professional standards. innobit is responsible for careful selection, training, instruction, professional working methods, monitoring and control of the employees it employs. If necessary, third parties may be involved in fulfilling the service. Third parties are obliged to take at least the same care as their own employees, and innobit remains responsible to the customer.

3. Customer’s obituousness

The customer undertakes to provide all necessary information and to create the organisational conditions necessary for the preparation of the service to be provided. If the place of performance is outside Switzerland, the customer must inform innobit in good time of 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.

Insofar as services are to be provided on the premises of the customer, the customer is responsible for granting innobit employees access to rooms, systems and computer networks within the agreed framework.

If a formal acceptance of the delivered goods or services has been agreed upon, the customer will carry out this acceptance within three calendar weeks after delivery or end of the service provision and provide innobitwith a binding and final list of defects.

Insofar as innobit does not receive such a list of defects within this period, the delivered goods or service shall be deemed to have been accepted, with the exception of hidden defects.

4. Ownership, software use

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 innobituntil full payment has been made.

5. Warranty for hardware and software deliveries

Innobit’s warranty for the delivered products is in all respects in accordance with the warranty specifications of the respective manufacturer or supplier. Innobit’s only obligation is to assign any own warranty claims against the manufacturer/supplier to the customer. Warranty services not covered by the manufacturer/supplier as well as additional costs incurred by the customer will be charged to the customer. In the event of a lack of or a lack of error description, innobit will be used to troubleshoot the error at the expense of the customer.

A further warranty obligation of innobit is completely waived.

6. Warranty

The warranty of innobit for services rendered is determined by the statutory provisions. A warranty is not applicable to the extent that the customer is at fault. Defects not covered by the warranty as well as additional costs incurred by the customer

will be invoiced to the customer.

7. Liability

Innobit shall be liable for damages caused by incorrect behaviour of innobit employees in 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 due to intent or gross negligence. Liability of any kind for damages resulting from force majeure, measures of state violence and/or other events not to be controlled by innobit as well as for consequential damages is excluded.

Any liability for indirect damage is excluded within the scope of what is permitted by law. Neither innobit or its suppliers are liable for damages of any kind (including loss of profit, interruption of operations, loss of data or business information or other financial loss) resulting from the use of a program, system or performance of innobit or the impossibility to use these products, even if the innobit has been informed of the possibility of such damage.

8. Terms of Payment

Unless otherwise agreed, payments in Swiss francs (CHF) and euros (EUR) are accepted by bank transfer. The agreed amounts are exclusive indirect taxes (e.g. VAT) and fees. Unless other conditions are agreed, payments are due net within 14 days. If the customer does not comply with his payment obligation within the agreed payment deadline, he shall be in default without further ado, and innobit shall be entitled to charge interest on late payment from that date. Settlement of counterclaims not recognized or not legally established in innobit is not permitted.

9. Taking over employees

Neither party may, for the duration of the business transaction and within one year thereafter, recruit employees or third parties engaged by it from the other party for itself or a third party without the consent of the latter. Anyone who hires an employee of the other party without the written consent of the latter shall pay the other party compensation for personnel recruitment and personnel introduction in the amount of half the annual salary of this employee, but at least CHF 50,000. This does not apply to mandates in the hire of personnel in accordance with Art.19, 22 AVG.

10. Assignment, Succession

Rights and obligations arising from these General Terms and Conditions and other contracts concluded between innobit and the customer cannot be transferred to third parties without the written consent of the other party. Terms and conditions and concluded contracts also bind any successors to innobit or the customer.

11. Partial nullity

Should one or more provisions of these GtC or other contracts concluded between innobit and the customer be void or prove to be invalid, the remaining provisions shall continue to apply. The contracting parties will interpret and shape their legal relationship in such a way that the economic success sought with the void or invalid parts is achieved as far as legally possible. The same applies in the event of a loophole in the agreements concluded which need to be regulated.

12. Applicable law, place of jurisdiction

This contract is governed by Swiss substantive law. The ordinary courts of the canton of Basel-Stadt are agreed as the exclusive place of jurisdiction.