1 General Terms and Conditions of the EXPERTICO AG
These general terms and conditions ("AGB
") apply to the entire business area of EXPERTICO AG (hereinafter referred to as the "Company"). The Company provides services in the areas of marketing and information technology, in particular it offers support in the creation of Internet presences and in the conception of online marketing.
2 Conclusion of the Contract The conclusion of the contract is effected by the acceptance of the offer of the Company concerning the purchase of services by the Client. The contract is concluded in any case when the client uses the services offered by the company.
3 Prices Unless otherwise stated in the offer, all prices are in Swiss Francs (CHF). All prices are exclusive of any applicable value added tax (VAT
) and exclusive of any other taxes that may be applicable. The company reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract shall apply. If a commission has been agreed upon, it is owed upon the Company's fulfillment of its obligations. Whether the end customer pays the customer has no influence on the origin and maturity of the commission, relevant is the fulfillment of obligations by the company.
4 Payment The Company offers the following payment options to the Customer: Credit card, Paypal
Klarna Sofort, cash in advance. If the invoice is not paid within the aforementioned payment period, the customer will be warned. If the customer does not pay the invoice within the set reminder period, he automatically falls into arrears. From the moment of default, the Customer shall owe default interest in the amount of 5% (five percent). Offsetting of the invoiced amount against any claim of the Customer against the Company is not allowed. The Company has the right to refuse delivery or provision of services in case of delay in payment.
5 Obligations of the Company 5.1 Unless otherwise agreed, the Company shall fulfill its obligation by providing the agreed service. If no other provisions are agreed upon, the place of performance shall be the Company's registered office. 5.2 Auxiliary Persons The parties shall have the express right to call in auxiliary persons to perform their contractual duties. They shall ensure that the auxiliary personnel are engaged in compliance with all mandatory statutory provisions and any collective labor agreements.
6. obligations of the customer The customer is obliged to immediately make all arrangements which are necessary for the provision of the service by the company. The Customer shall make the arrangements at the agreed place, at the agreed time and to the agreed extent. Depending on 1 circumstances, this may include the provision of appropriate information and documentation to the Company.
7. enticement and employment prohibition The client may not entice away or employ the company's employees or other auxiliary persons, neither for his own account nor for the account of a third party, without the express written consent of the company. Even after termination of the contractual relationship, the Customer is prohibited from employing employees or other auxiliary persons of the Company in any way, directly or indirectly. This prohibition shall apply until one year after termination of the contractual relationship and is limited to the field of activity of the respective employee or auxiliary person.
8. acceptance If the products or services require acceptance, this shall be carried out in accordance with a separate acceptance protocol of the company.
9 Warranty The Company warrants to perform the agreed services in the quality customary in the industry.
10 Liability The liability for any indirect damages and consequential damages is fully excluded. The liability for direct damages is limited to the contract sum. This limitation of liability does not apply to direct damages caused by gross negligence or intent. The customer is obliged to report any damage to the company immediately. Any liability for auxiliary persons is fully excluded. 11. intellectual property rights all rights to the products, services and possible brands are entitled to the company or it is entitled to their use by the owner. Neither these General Terms and Conditions nor the associated individual agreements have the transfer of any intellectual property rights as their content, unless this is explicitly mentioned. Furthermore, any further use, publication and making accessible of information, pictures, texts or other things which the customer receives in connection with these provisions is prohibited, unless it is explicitly approved by the company. If the Customer uses content, texts or pictorial material in the context of the Company to which third parties have a property right, the Customer must ensure that no property rights of third parties are violated.
12. data protection The Company may process and use the data recorded in the context of the conclusion of the contract for the purpose of fulfilling the obligations arising from the contract. The Company shall take the measures necessary to secure the data in accordance with the statutory provisions. The Client fully agrees to the storage and contractual use of his data by the Company and is aware that the Company is obliged and entitled to disclose information from the Client to these or third parties by order of courts or authorities. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes. The data necessary for the performance of the service may also be disclosed to contracted service partners or other third parties. 2
13 Amendments These General Terms and Conditions may be amended by the Company at any time. The new version shall come into force 30 (thirty) days after the notification by the Company. In principle, the version of the General Terms and Conditions in force at the time of the conclusion of the contract shall apply to the Customers. Unless the Customer has agreed to a newer version of the GTC.
14. priority These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts, which still specify the provisions of these GTC, take precedence over these GTC. 15 Severability clause If a provision of this contract or an addendum to this contract is or becomes invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.
16 Confidentiality Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in the context of the services as confidential. This obligation remains in force even after the termination of the contract. Force Majeure If the timely performance by the Company, its suppliers or third parties involved becomes impossible as a result of force majeure, such as natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 (thirty) days, the Company may withdraw from the contract. The Company shall fully reimburse the Client for any payment already made. Any further claims, especially claims for damages due to vis major are excluded.
18 Agents and Distributors The Client acknowledges that any distributors or agents work independently and therefore independently of the Company and any potential claims are to be asserted directly against them. The Company shall not be liable in any way for any breach of contract by any agent or distributor.
19 Specific Provisions Software License: The Company grants the Customer the right to use the Software for the agreed period of time ("License"). The License is non-transferable and non-exclusive and limited to the function and scope as described in the product description. Even after payment of the License Fee, the Software shall remain the property of the Company. The customer may only use the software for the agreed number of servers. Except for the copy required for back-up, copying is prohibited. The customer is prohibited from copying, reproducing, sublicensing or otherwise transferring or reproducing the software or related documents or computer programs or transferring them to third parties. Furthermore, the Customer is prohibited from modifying, decompiling, disassembling or creating new software from elements of the software or related documents or computer programs, unless the written permission of the Company has been obtained. The customer is obliged to always use the current version of the corresponding software. Furthermore, the customer is prohibited from removing or modifying any copyright marks on the software or related documents or computer programs. The copyright of the software remains fully with the company as licensor and is not transferred to the customer. The Customer shall be considered solely as a licensee who is entitled to use the software in accordance with the contract. The Customer shall ensure that the technical and actual prerequisites for the receipt and use of the services, data and content are met on his side. If these prerequisites are not met, this shall have no influence on the conclusion and continued existence of the contract between the Customer and the Company. The Customer undertakes to truthfully provide the personal data required upon registration and to notify the Company of any changes to the personal data. Maintenance/liability: Similarly, claims for damages for loss of the investments used, for loss of profit, for loss of data, for restoration of the software, for downtime or for other lost production or working time and for loss of courses are completely excluded, this applies to all claims of the Client, regardless of the legal grounds. The Company assumes no responsibility for external or indirect defects and consequential damages (e.g. damages due to operational failure, delay of information forwarding, due to viruses or due to line or system errors). As far as the contractual liability of the Company is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents of the Company. The Customer accepts checks and maintenance work by the Company, which may temporarily affect the availability of some or all products. The transmission of third party content and services may also be subject to temporary transmission delays. The Company endeavors to keep downtime as short as possible in the interest of the Customer. The customer accepts proportionate impairments. The Company is not liable for system failures of network operators, service providers, etc. The Company does not guarantee that the Services will be accessible without interruption, that the desired connections can be established at all times, or that stored data will remain available under all circumstances. An interruption of the accessibility of the services for the customer does not lead to claims for damages. Warranty: The Company warrants that the licensed software substantially conforms to the product specification and can be used in accordance with the specifications. Rectification of defects is only possible with the consent of the Company. The Company shall only undertake any modifications or rectifications to the software on the basis of a special agreement. The Customer is not entitled to any customer support or upgrade activities of the Company. The Company assumes no responsibility for the profitability of the licensed software and the business based on it. There is no guarantee that any profit can be made from the software in the short or long term. It is the Customer's responsibility to control the individual trades made using the Software and to monitor their respective compatibility with its risk profile. The customer uses the program at his own financial risk and responsibility. If any defects are found in the licensed software, they must be reported to the Company in writing or by e-mail within 3 days of downloading the software at the latest. The Company shall not be liable for defects caused by incorrect handling, normal wear and tear or by external influence (power failure, faulty hardware, etc.). In particular, the company is not liable for any loss of data. It is the responsibility of the customer to back up his data regularly and to perform possible back-ups. 4 20 Applicable Law / Place of Jurisdiction These GTC are subject to Swiss law. Unless mandatory legal provisions prevail, the court at the registered office of the Company shall have jurisdiction. The company is free to file a lawsuit at the defendant's domicile. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1
) is explicitly excluded. 5