General Terms and Conditions

Subject matter of the contract

INFOSYSTEM provides various services in the field of information technology. The exact subject matter of the contract results from the concept or the specification according to the agreements in the individual contract. The individual contract and these General Terms and Conditions together form a single contract.

Scope of application

The General Terms and Conditions apply to the entire business relationship between INFOSYSTEM and the customer if the parties expressly or tacitly recognize them. Amendments and subsidiary agreements are only valid if INFOSYSTEM confirms them in writing.

Place of fulfillment

Unless expressly agreed otherwise, the place of performance for INFOSYSTEM's services shall be the customer's domicile.

Rights to work results (software, know-how, etc.)

The customer may use the software, know-how, data carriers and documentation provided to the extent intended, but may not pass them on to third parties. INFOSYSTEM or its licensors retain ownership and the right to further use, even if the customer subsequently modifies software programs or know-how records.

Any extension or modification of the software by the customer requires the written consent of INFOSYSTEM.

INFOSYSTEM has the right to use the ideas, concepts and procedures relating to information processing which it has acquired in the performance of services, alone or together with the customer's personnel, in the performance of work of a similar nature for other customers.

Confidentiality

The parties shall oblige their employees to treat as strictly confidential all information which is not generally known and which they learn in the performance of work under the individual contract, not to make it accessible to third parties either in whole or in part, nor to publish it.

The License Material contains information, ideas, concepts and procedures which constitute trade secrets of INFOSYSTEM. The customer undertakes not to make the license material accessible to third parties in any form, either in whole or in part, nor to publish it. The customer shall ensure through appropriate instructions, agreements and other suitable precautions that all persons who have access to the license material comply with these obligations.

Duties/responsibilities of the customer

The customer's obligations include all services that he has to provide with regard to the fulfillment of the contract. These generally include
the timely establishment of a responsible project organization;

  • informing INFOSYSTEM in good time about the project organization;
  • the timely submission of all documents and information required by INFOSYSTEM for the execution of the work;
  • Timely review and acceptance of the concepts, interim results, evaluations, etc. submitted by INFOSYSTEM;
  • the timely provision of IT machines, programs and test data for the development work;
  • the timely finalization of forms and the timely provision of support staff.

The customer also assumes responsibility for

  • documents originating from him, such as solution concepts, functional specifications and implementation instructions;
  • the selection of the data to be processed and the procurement of the machines and programs intended for replacement with the work result;
  • the creation of the technical, organizational and administrative prerequisites for the selection, recruitment and control of personnel;
  • the measures for checking results and evaluations and for backing up data and programs;
  • the selection, installation and use of the license material and the results achieved with it;
  • the securing of data (backup);
  • the fulfillment of the external services portion (= services by third parties appointed by the customer).

Deadlines

The deadlines shall be specified in the individual contract or in any addenda thereto.

Only deadlines confirmed in writing are binding. Such deadlines shall be extended appropriately

  • if INFOSYSTEM does not receive the information it requires for execution in good time, or if the customer subsequently changes it;
  • if the customer is in arrears with the work to be carried out by it or is in default with the fulfillment of its contractual obligations, in particular if it does not comply with payment terms;
  • if hindrances occur that are beyond INFOSYSTEM's control, such as natural disasters, mobilization, war, riots, epidemics, accidents, significant operational disruptions, labor disputes, late or faulty deliveries and official measures.

If INFOSYSTEM fails to meet a binding deadline for reasons for which it is responsible, the customer shall grant INFOSYSTEM a grace period by registered letter. This grace period must be reasonable in relation to the service still to be provided. If this grace period is also not complied with, the customer may, provided he declares it within three days, waive the subsequent performance or withdraw from the contract.

Acceptance

Unless a special acceptance procedure has been agreed, the customer must inspect the products himself and report any defects in writing. If the customer fails to do so within one month of delivery or installation, all functions shall be deemed to have been fulfilled and the delivery approved.

Warranty

INFOSYSTEM warrants that it will deliver the products in good working order and that it will provide the services with due care, using the knowledge and skills available to it in relation to information processing and in accordance with the instructions given to it by the customer for their execution.

In the event of defects due to faulty materials, design or workmanship, or in the event of proven negligence in the provision of support, maintenance or services, INFOSYSTEM undertakes to remedy the defects or replace the parts concerned.

INFOSYSTEM is released from its warranty obligation to the extent that defects and malfunctions are due to circumstances for which it is not responsible, such as in particular

  • Changes to the conditions of use and operation;
  • Interventions in programs by the customer or by third parties;
  • influences caused by external services or machines and programs not supplied by INFOSYSTEM, operating errors by the customer or third parties;
  • natural wear and tear, force majeure, excessive use, unsuitable equipment or extreme environmental influences.

INFOSYSTEM shall, at its discretion, remedy the defects at its premises or at the customer's premises, who shall grant INFOSYSTEM free access. Installation, travel and accommodation costs shall be borne by the customer.

In any case, the customer is obliged to report any defects in writing and in detail within ten days of their discovery.

The warranty period is six months from installation of the services or twelve months for defects in the license material.

Liability

INFOSYSTEM is liable for damages incurred by the customer in connection with the fulfillment of the contract up to a maximum of 50% of the total fee agreed in the individual contract, if these damages were caused by its employees through gross negligence or intentionally.

INFOSYSTEM is liable for personal injury and damage to property caused to the customer by INFOSYSTEM's employees through gross negligence or willful misconduct within the scope of its liability insurance.

Any further liability, in particular for any consequential damage, is excluded.

Prices and terms of payment

If the services of INFOSYSTEM are invoiced on a time and material basis, the respective rates apply, which are set out on a separate supplementary sheet. They can be changed by INFOSYSTEM at the end of a month, subject to a notice period of at least three months. Travel time is considered working time.

If INFOSYSTEM also agrees a cost ceiling with the customer, this must be adhered to within a range of +/- 20% wherever possible. If major deviations are unavoidable, they must be justified.

If an all-inclusive price is agreed, this covers INFOSYSTEM's expenses for the service described in the concept and specification. Additional expenses due to changes in the scope and content of the services, additional requests or as a result of errors or delays on the part of the customer will be invoiced separately on a time and material basis. INFOSYSTEM must inform the customer of such additional costs and give reasons for them.

Unless otherwise stated, prices are quoted in Swiss francs excluding VAT, fees, charges, customs duties, travel expenses, transportation, packaging, insurance, installation, commissioning, training and application support.

Invoices issued by INFOSYSTEM are payable net within 30 days. Delay in payment without special reminder triggers default interest.

Compensation for recurring services must be paid in advance and will be invoiced monthly.

Duration of the legal relationship

The individual contract is deemed to have been concluded when INFOSYSTEM has confirmed its acceptance in writing after receipt of the order.

Premature termination of the contract is possible either by mutual agreement

or unilaterally under the following conditions:

a) by the customer

  • for work with a duration of more than one year, subject to six months' notice to the end of a month;
  • if it is determined in the course of the work that the upper limit of the cost framework for the originally planned scope of services is exceeded by more than 20%.

b) by INFOSYSTEM

  • in the case of work, travel or attendance time that is not customary in the industry and in the case of unreasonable working conditions for INFOSYSTEM's employees, if the customer is unable to create reasonable conditions despite a warning;
  • if jointly defined conditions of fulfillment, in particular with regard to the customer's obligations or an external service share, are not created despite repeated reminders and the setting of a reasonable grace period;
  • in the event of repeated default in payment or if the customer becomes insolvent.

Cost consequences in the event of premature termination of the contract

In the event of premature termination of the contract, the customer shall be liable in full for the costs incurred by INFOSYSTEM and, in the event of termination of the contract for which the customer is responsible, shall pay INFOSYSTEM an additional 25% of the difference between the remuneration owed for the services rendered and the contract amount. When invoicing on a time and material basis and specifying a cost framework, the upper cost limit of this framework shall be deemed to be the contract sum. In the case of invoicing on a time and material basis without specifying a cost range, the final invoice amount shall also be owed once again.

Enticement

The contracting parties mutually undertake not to solicit employees of the contracting party who are directly involved in the performance of work or other employees of the contracting party who are not involved, either for themselves or for third parties. The employment or use of services in any form by employees of the other contracting party during the term of the contract and within one year of the contract being fulfilled may only take place with mutual written consent.

In the event of a breach of the above provision, the party in breach of contract undertakes to immediately pay compensation in the amount of one gross annual salary of the poached employee, but at least CHF 100,000. The right to claim further damages and compliance with the contract remains reserved.

a) Provisions that continue to apply

Irrespective of the fulfillment, expiry or premature termination of the individual contract, the provisions on rights to work results, discretion, liability and enticement shall continue to apply.

b) Written form

Amendments or additions to the individual contract must be made in writing.

Place of jurisdiction/applicable law

Any disputes between INFOSYSTEM and the customer shall be settled by the ordinary courts at the registered office of INFOSYSTEM (WIL/SG). Swiss law is applicable.