1 Scope of application

1. These General Terms and Conditions (GTC) apply between catworkx AG, Theaterstrasse 17, CH-8400 Winterthur (hereinafter “catworkx”) and its customers (hereinafter “Customer”) for all offers, orders and contracts, unless otherwise agreed in writing.
2. The GTCs apply to the above mentioned areas as well as the other services that catworkx provides directly and indirectly to the customer.
3. catworkx provides all deliveries and services exclusively on the basis of these GTCs. GTCs of the Customer that deviate in whole or in part from these GTCs shall not be applicable unless catworkx expressly agrees to them in writing. These GTCs shall also apply exclusively even if catworkx provides its services without reservation in the knowledge of conflicting GTCs of the client.

2 Subject

1. The subject of the contract is the agreed products and services. These are carried out by qualified catworkx employees in accordance with the principles of proper professional practice within the agreed time frame. catworkx reserves the right to select the resources used as well as their exchange for operational reasons.

3 Scope of services

1. The terms of reference, the procedure and the nature of the products to be supplied or services to be provided shall be set out in the written agreements between the contracting parties. Changes, additions or extensions of any kind require a special written agreement.

4 Conclusion of the contract

1. The contract is concluded by the acceptance of the offer.
2. Furthermore, the agreement is concluded if the Customer makes use of the services offered by catworkx or purchases products from catworkx (license).
3. Information about the services of catworkx contained in brochures, advertisements, etc. – also with regard to prices – is subject to change and non-binding.
4. catworkx reserves the right to change the prices at any time. The prices according to the separate service and travel cost price list valid at the time of conclusion of the contract shall apply.
5. catworkx shall be bound to its contract offer for a period of four weeks, unless expressly stated otherwise on the offer.
6. Additional agreements, changes and additions are only valid if they are confirmed in writing by catworkx. The same applies to warranties of characteristics.

5 Special obligations of catworkx

1. catworkx is obliged to treat information about the Customer’s business and trade secrets confidentially and, if requested, to have its employees sign a corresponding declaration of commitment.
2. Unless otherwise agreed, catworkx shall fulfill its obligation by providing the agreed service. This includes the services that were offered to the Customer in the offer.
3. Unless otherwise agreed (e.g. provision of the service or parts thereof on site at the Customer), the registered office of catworkx AG shall be the place of performance.
4. Deadlines are only binding for catworkx if they have been expressly assured by catworkx in writing.

6 Data protection

1. catworkx may process and use the data recorded within the scope of the conclusion of the contract for the purpose of fulfilling its obligations under the contract. catworkx takes the measures required to secure the data in accordance with the legal regulations. The Customer agrees in full to the storage and contractual use of his data by catworkx and is aware that catworkx is obligated and entitled to disclose information from the Customer to courts or authorities by order of those or third parties. If the Customer has not expressly prohibited it, catworkx may use the data for marketing purposes. The data necessary for the performance of services may also be passed on to commissioned service partners or other third parties.
2. Furthermore, the data protection regulations apply.

7 Obligations of the Customer to cooperate

1. The Customer is obligated to take all precautions necessary for the provision of services by catworkx without delay. The Customer must make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to catworkx.
2. The Customer warrants that the (partial) services provided by catworkx within the scope of the order are only used for his own purposes.
3. If the data backup is not part of the ordered service, the Customer is responsible for his own data backup.

8 Other obligations

1. Both parties undertake to pass on information on the content and/or result of the service provided to third parties only in mutual agreement.
2. Both parties commit themselves to mutual loyalty. In particular, the hiring or other employment of employees who are or have been active within the framework of the cooperation before the expiry of a twelve-month period after the end of the employment or assignment relationship requires the written consent of both parties.
3. The parties have the express right to call in auxiliary persons to perform their contractual obligations. You must ensure that the involvement of the auxiliary person is carried out in compliance with all mandatory legal provisions.

9 Intellectual property rights

1. Work results of catworkx to which intangible property rights have arisen shall remain with catworkx, unless they contain essential business and trade secrets of the client.
2. The intellectual property rights to developments and software are not transferred to the Customer, but only the corresponding rights of use. catworkx expressly reserves the right to reuse and further develop developments and software.
3. Documents created by catworkx are for personal and internal use only. They remain the intellectual property of catworkx. The documents may not be copied and/or passed on. catworkx is allowed to reuse and further develop them.

10 Licences

1. The customer concludes the contract directly with the program producer. The license terms of the respective program manufacturers apply. The term “program” includes the original program, all reproductions (copies) of the program and parts thereof, even if they are linked to other programs.
2. The customer undertakes to ensure that everyone who uses the respective program complies with the license terms.
3. catworkx is not responsible for any guarantee services of such third party providers.

11 Liability

1. catworkx is only liable to the client if gross negligence can be proven.
2. The liability of catworkx for consequential harm caused by a defect, loss of profit, lack of savings and other financial losses is excluded.
3. The liability of catworkx for loss of data is limited to the typical restoration effort that would have been required if data had been backed up regularly.

12 Power delays

1. If catworkx, its suppliers or third parties are prevented from fulfilling their obligations in due time due to force majeure such as natural disasters, earthquakes, volcanic eruptions, avalanches, storms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or other acts of God, catworkx shall not be liable for any damages. Reactor damages are impossible, catworkx shall be released from fulfilling the affected obligations for the duration of the force majeure as well as for an appropriate start-up period after its end. If the force majeure lasts longer than 30 (thirty) days, catworkx may withdraw from the contract. catworkx shall reimburse the Customer in full for any fees already paid.
2. If catworkx is in default with the provision of its services, the client may terminate the contract after having set a reasonable grace period in writing. If catworkx is not responsible for the delay, the assertion of damages caused by delay is excluded.

13 Default of acceptance

1. If the Customer is in default with the acceptance of the services or if the Customer fails or delays any of the above or any other cooperation incumbent upon him, then Catworkx may demand the agreed remuneration (excluding incidental costs) for the services not provided as a result, without being obliged to make subsequent performance.
2. The claims of catworkx for compensation of additional expenses incurred remain unaffected.

14 Term of contract and termination

1. Unless otherwise agreed, the contract is concluded for an indefinite period.
2. However, the contract can be terminated in writing with a notice period of 3 months in advance if operational reasons of the customer require this. In the event of a serious breach of contract, this contract may be terminated by the other contracting party at any time without notice.
3. In the event of termination, the remuneration of catworkx is regulated as follows: The full remuneration (excluding incidental expenses) is payable for the services rendered by catworkx until the end of the contract. For services no longer to be rendered as a result of the premature termination, the compensation shall be waived to the extent that catworkx has saved expenses and/or has generated income by otherwise using the resources thus released or has maliciously failed to generate income.

15 Payment and terms of payment

1. Unless otherwise agreed, catworkx will charge for its services (or those of its employees) according to the work performed without any claim to guarantee or warranty.
2. The prices are based on the catworkx price lists valid at the time the order is placed.
3. All prices are exclusive of value added tax.
4. The customer is obliged to pay the invoiced amount within the payment period stated on the invoice.
5. If the invoice is not paid within the aforementioned payment period, the customer is automatically in default.
6. catworkx reserves the right to demand advance payment at any time without giving reasons.
7. The offsetting of the invoice amount against a possible claim of the customer against catworkx is not permitted.
8. If a client does not agree with an invoice or parts thereof, he/she must inform catworkx immediately in writing. An invoice that has not been objected to shall be deemed accepted on the due date or at the latest 10 days after the date of issue. The undisputed part of the invoice is subject to the payment conditions on the invoice.
9. catworkx has the right to refuse to provide services, to deliver or hand over the product or to grant a license in case of default of payment (also of parts of the invoice amount). Ownership is transferred to the customer only after full payment has been received. This applies to the full scope of the order concerned.
10. From the time of default, the customer shall owe default interest in the amount of 5%. Reminder fees amount to CHF 50 per reminder.

16 Miscellaneous

1. The version of the general terms and conditions which is in force at the time of the conclusion of the contract shall apply to the customer. Unless the customer has agreed to a newer version of the GTC.
2. Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provisions with economically equivalent provisions. The above provisions shall apply accordingly in the event that the contract proves to be incomplete.
3. Changes and amendments to the contract must be made in writing and must be expressly identified as such.
4. In the event of disagreement between the parties, they will immediately attempt to find an amicable solution at management level.
5. Swiss law is exclusively applicable.
6. Place of jurisdiction for both parties is Winterthur.

catworkx AG
Status: 03.04.2018