Terms & Conditions

Allgemeine Geschäftsbedingungen (AGB) der innobit ag 13. Dezember 2012

1. Applicability

These terms and conditions govern the legal relationship between innobit ag, hereinafter referred to as innobit, and its customers and partners, hereinafter referred to as the customer. The last appropriately communicated version is decisive. These terms and conditions shall apply in addition to other concluded contractual agreements, in which the type, extent and duration of the services to be provided by innobit. Terms and conditions deviating from these shall be in writing.

2. Services provided by innobit

The services provided by 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 careful selection, training, installation, professional operation, monitoring and control of the employees employed by it. If necessary, third parties may be consulted to perform the service. Third parties are obliged at least to 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 necessary for the preparation of the service to be rendered. In particular, the customer must, in due time, draw attention to technical requirements as well as to the legal, official and other regulations at the place of destination 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 access to rooms, systems and computer networks to innobit employees within the agreed scope.

If a formal acceptance of the deliverables or services has been agreed, the customer undertakes these within three calendar weeks after the delivery or the end of the service and provides a binding and definite list.

Insofar as innobit does not receive such a list within this period, the deliverables or service shall be deemed accepted without reservation.

4. Property, software use

Unless otherwise agreed in writing, the solved problem solutions, including source code (source code) and docu- mentation, remain the property of innobit. The customer shall have the non-exclusive and non-transferable rights to use the programs and the associated documentation. All goods, services and rights of use delivered by innobit or made available remain property of the innobit up to the complete payment.

5.Warranty

The guarantee of innobit for the products delivered is determined in every respect according to the warranty provisions of the respective manufacturer or supplier. The sole duty of innobit is to assign any warranty claims against the manufacturer / supplier to the customer. The warranty claims 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 faulty or faulty description of the error, the error search is carried out by innobit at the expense of the customer.

6. Liability

Innobit shall be liable in the amount of the actual damage, limited to a maximum of the value of the respective order and a maximum of CHF 250,000, for damages caused by deliberate or gross negligent faulty behavior of the employees of innobit. Liability of any kind for damage caused by force majeure, measures of state violence and / or other events which are not to be controlled, as well as for consequential damages, shall be excluded.

Any liability for indirect damage is excluded. Neither innobit nor its suppliers shall be liable for damages of any kind (including lost profits, loss of business, loss of data or business information or any other financial loss) resulting from the use of a program, system or software Performance of innobit or the impossibility of using these products, even if innobit has been informed of the possibility of such damage.

7. Payment

Unless otherwise agreed, payments in Swiss Francs (CHF) and Euro (EUR) are accepted by bank transfer. The agreed amounts are exclusive of indirect taxes (such as VAT) and fees. If no other conditions are agreed, payments are due net within 14 days. If the customer does not comply with the payment obligation within the agreed payment target, he shall immediately be in default, and from this point onwards, interest on arrears will be charged. It shall not be permitted to offset any counterclaims which are not recognized or which are not legally established.

8. Takeover of employees

No party may, during the course of the business process, or within a year thereafter, recruit employees or third parties to the other party, without their consent, either for themselves or for a third party. Anyone who hires an employee of the other party without his / her written consent will pay the other party compensation for the search for personnel and the introduction of personnel at the rate of the employee’s half-yearly salary, but at least CHF 50,000. This does not apply to mandates in personnel loans pursuant to Art.19, 22 AVG.

9. Assignment, legal succession

Rights and obligations arising out of these terms and conditions and other contracts concluded between innobit and the customer can not be transferred to third parties without the written consent of the opposing party. GTC and concluded contracts also bind any legal successors of innobit or the customer.

10. Severability

Should one or more provisions of these General Terms of Business or other contracts concluded between innobit and the customer be null or void, the remaining provisions shall continue to apply. The Contracting Parties shall interpret and construct their legal relationship in such a way as to achieve the economic success sought with the invalid or ineffective parts as far as legally possible. The same applies to the case of a gap in the agreements reached.

11. Applicable law, court of jurisdiction

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