General Terms and Conditions (GTC)

Effective from: 1 January 2025

These General Terms and Conditions (GTC) govern the legal relationships between DeSoft AG (hereinafter "Contractor" or "we") and its customers (hereinafter "Client" or "you") in the provision of IT services, software development, consulting and other services.

§ 1 – Scope

These GTC apply to all contractual relationships between the Contractor and the Client, unless otherwise agreed in writing. They also apply to all future business relationships without the need to refer to them again expressly. Deviating, conflicting or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing.

§ 2 – Conclusion of contract

Offers from the Contractor are subject to change and non-binding, unless they are expressly marked as binding. A contract is only concluded through written order confirmation, the signing of a contract or the commencement of the provision of services. Verbal side agreements require written confirmation to be valid.

§ 3 – Scope of services

The scope of the services to be provided results from the service description in the quotation or order confirmation. Changes or additions require a written agreement. The Contractor is entitled to have partial services carried out by qualified third parties (subcontractors). For software development projects, services are provided according to agile or classic project methods, depending on the agreement.

§ 4 – Client's obligations to cooperate

The Client shall provide the Contractor with all information, documents and access required for the provision of services in good time. The Client shall name a contact person authorised to make decisions and grant approvals. Delays due to a lack of cooperation by the Client entitle the Contractor to postpone deadlines accordingly and to adjust the remuneration.

§ 5 – Prices and payment terms

All prices are in Swiss francs (CHF) plus statutory value added tax. For time & material projects, billing is based on effort at the agreed hourly rates. For fixed-price projects, the prices stated in the quotation apply. Invoices are due for payment within 30 days of the invoice date without deduction. In the event of late payment, default interest of 5% p.a. will be charged. The Contractor is entitled to issue partial invoices or to demand advance payments.

§ 6 – Delivery times and deadlines

Delivery times and deadlines are only binding if they have been expressly confirmed in writing as binding by the Contractor. Delivery periods begin with the conclusion of the contract and require that the Client has performed all necessary acts of cooperation. In the event of delays due to force majeure or other circumstances for which the Contractor is not responsible, the deadlines shall be extended appropriately.

§ 7 – Warranty and rights in case of defects

The Contractor warrants that the services provided have the agreed properties at handover and are free of material defects. The warranty period is 12 months from acceptance or commissioning. Defects must be reported in writing without delay. The Contractor initially has the right to remedy defects. If the rectification fails after a reasonable period, the Client may, at its discretion, demand a reduction of the remuneration or withdrawal from the contract.

§ 8 – Copyright and rights of use

All copyrights to created works (software, documentation, designs, etc.) remain with the Contractor or the original rights holders. The Client receives a non-exclusive right of use, unlimited in time and space, for the contractually agreed purposes. Transfer to third parties or reproduction requires the written consent of the Contractor, unless otherwise agreed. For software development within the scope of fixed-price projects, different arrangements may be made.

§ 9 – Confidentiality and data protection

Both parties undertake to keep all confidential information that becomes known in the course of the collaboration strictly secret and to use it only for the purposes of the contract. This obligation continues even after the termination of the contractual relationship. The Contractor processes the Client's personal data in accordance with the applicable data protection provisions (DSG, GDPR). A separate data processing agreement (DPA) is concluded for the commissioned processing of personal data.

§ 10 – Liability

The Contractor is liable for damages only in the case of intent and gross negligence. In the case of slight negligence, liability is limited to the foreseeable damage typical for the contract. Liability for indirect damage, consequential damage, lost profit and data loss is excluded, unless there is intent or gross negligence. In any case, liability is limited to the amount of the order sum (maximum CHF 50,000). Damages resulting from injury to life, body or health are excluded from the limitations of liability.

§ 11 – Termination

Contracts with a fixed term end on expiry of the agreed period. Continuing obligations can be terminated by both parties with a notice period of 3 months to the end of a calendar month, unless otherwise agreed. The right to extraordinary termination for good cause remains unaffected. For project contracts, the Client can terminate the project at any time against payment of the services rendered up to that point as well as reasonable compensation (usually 30% of the outstanding contract sum).

§ 12 – Final provisions

Swiss law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. The exclusive place of jurisdiction for all disputes is Zurich, Switzerland. However, the Contractor is also entitled to sue the Client at its place of residence or business. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to the economic purpose of the invalid provision.