General Terms and Conditions Switzerland

Here you will find the general terms and conditions (GTC) of catworkx AG Switzerland.

Scope

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

Subject

1. The subject matter of the contract is the agreed products and services. These shall be performed 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 and to replace them for operational reasons.

Scope

1. The tasks, the procedure, and the type of products to be delivered or services to be provided shall be regulated in the written agreements between the contracting parties. Changes, additions, or extensions of any kind require a special written agreement.

Conclusion of the contract

1. The contract is concluded upon acceptance of the offer.
2. Furthermore, the contract is concluded when the customer makes use of the services offered by catworkx or purchases products from catworkx (license).
3. Information contained in brochures, advertisements, etc. about the services provided by catworkx is subject to change and non-binding, including with regard to price information.
4. catworkx reserves the right to change prices at any time. 
5. The prices valid at the time of conclusion of the contract in accordance with the separate service and travel expense price list shall apply.
6. catworkx shall be bound to its contractual offer for four weeks, unless expressly stated otherwise in the offer.
7. Side agreements, amendments, and additions are only valid if they are confirmed in writing by catworkx. The same applies to assurances of characteristics.

Special obligations of catworkx

1. catworkx is obliged to treat information about the customer's trade and business secrets as confidential and, upon request, 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 offered to the customer in the offer.
3. Unless otherwise agreed (e.g., provision of the service or parts thereof at the customer's premises), the place of performance shall be the registered office of catworkx AG.
4. Deadlines are only binding for catworkx if they have been expressly confirmed in writing by catworkx.

Data protection

1. catworkx may process and use the data collected in the course of concluding the contract for the purpose of fulfilling its obligations under the contract. catworkx shall take the measures necessary to secure the data in accordance with the statutory provisions. The customer declares that they fully agree to the storage and contractual use of their data by catworkx and is aware that catworkx is obliged and entitled to disclose information about the customer to the customer or third parties if ordered to do so by courts or authorities. Unless expressly prohibited by the customer, catworkx may use the data for marketing purposes. The data necessary for the performance of the service may also be passed on to commissioned service partners or other third parties.
2. Furthermore, the data protection provisions apply.

Obligations of the customer

1. The customer is obliged to take all precautions necessary for the provision of the service by catworkx without delay. The customer must take these precautions at the agreed location, at the agreed time, and to the agreed extent. Depending on the circumstances, this may include providing catworkx with suitable information and documents.
2. The customer guarantees that the (partial) services provided by catworkx within the scope of the order will only be used for its own purposes.
3. If data backup is not part of the service ordered, the customer is responsible for its own data backup.

Other obligations

1. Both parties undertake to disclose information about the content and/or results of the service provided to third parties only by mutual agreement.
2. Both parties undertake to act with mutual loyalty. In particular, the hiring or other employment of employees who are or have been working within the scope of the cooperation requires the written consent of both parties before the expiry of a twelve-month period after the end of the employment or contractual relationship.
3. The parties have the express right to engage auxiliary persons to fulfill their contractual obligations. They shall ensure that the auxiliary persons are engaged in compliance with all mandatory legal provisions.

Intellectual property rights

1. The results of catworkx's work that are subject to intellectual property rights remain the property of catworkx, provided they do not contain essential business and trade secrets of the customer.
2. The intellectual property rights to developments and software are not transferred to the customer, 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 intended for personal and internal company use only. They remain the intellectual property of catworkx. The documents may not be copied and/or passed on. catworkx may reuse and further develop them.

Licenses

1. The customer concludes the contract directly with the program manufacturer. The license terms of the respective program manufacturer apply. The term “program” includes the original program, all reproductions (copies) of the program, and parts thereof, even if they are combined with 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 warranty services provided by such third-party providers.

Liability

1. catworkx shall only be liable to the customer if gross negligence can be proven.
2. catworkx shall not be liable for consequential damages, lost profits, lost savings, or other financial losses.
3. catworkx's liability for data loss shall be limited to the typical restoration costs that would have been incurred with regular data backups.

Delays in performance

1. If timely performance by catworkx, its suppliers or third parties engaged by it is prevented by force majeure such as natural disasters, earthquakes, volcanic eruptions, avalanches, storms, thunderstorms, wars, unrest, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, catworkx shall be exempt from its obligations for the duration of the force majeure and a reasonable start-up period after its end. reactor damage, catworkx shall be released from its obligations for the duration of the force majeure and for a reasonable 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 payments already made.
2. If catworkx is in default with the provision of its services, the customer may terminate the contract after setting a reasonable grace period in writing. If catworkx is not responsible for the delay, the assertion of damages due to delay is excluded.

Default of acceptance

1. If the customer defaults on acceptance of the services or fails to provide or delays providing any cooperation required of them as specified above or otherwise, catworkx may demand the agreed remuneration (excluding ancillary costs) for the services not performed as a result, without being obliged to provide the services at a later date.
2. catworkx's claims for compensation for additional expenses incurred shall remain unaffected.

Contract term and termination

1. Unless otherwise agreed, the contract is concluded for an indefinite period.
2. However, the contract may be terminated in writing at any time with 3 months' notice if the customer's operational reasons 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, catworkx's remuneration shall be governed as follows: The full remuneration (excluding ancillary costs) shall be paid for the services provided by catworkx until the end of the contract. For services that are no longer to be provided as a result of the premature termination, the remuneration shall be waived to the extent that catworkx has saved expenses and/or has generated income through other use of the resources thus freed up or has maliciously failed to do so.

Payment and terms of payment

1. Unless otherwise agreed, catworkx will invoice its services (or those of its employees) according to the work performed, without any claim to guarantee or warranty.
2. 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 specified on the invoice.
5. If the invoice is not paid within the aforementioned payment period, the customer shall automatically be in default.
6. catworkx reserves the right to demand advance payment at any time without giving reasons.
7. The invoice amount may not be offset against any claims the customer may have against catworkx.
8. If a customer does not agree with an invoice or parts thereof, they 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 terms of payment on the invoice.
9. catworkx is entitled to refuse to provide the service, deliver or hand over the product or grant the license in the event of default in payment (including partial payment of the invoice amount). Ownership is only transferred to the customer after full payment has been made. This applies to the entire scope of the order concerned.
10. From the date of default, the customer shall owe default interest at a rate of 5%. Reminder fees amount to CHF 50 per reminder.

Miscellaneous

1. The version of the General Terms and Conditions valid at the time of conclusion of the contract shall apply to customers. Unless the customer has agreed to a newer version of the General Terms and Conditions.
2. Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provisions with economically equivalent provisions. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.
3. Amendments and additions to the contract must be made in writing and must be expressly identified as such.
4. In the event of disagreement between the contracting parties, they shall endeavor to find a mutually acceptable solution at management level without delay.
5. Swiss law shall apply exclusively.
6. The place of jurisdiction for both parties is Winterthur.

catworkx AG Status: April 3, 2018