Terms

General Terms and Conditions of Interscale AG

 

1. SCOPE

These General Terms and Conditions (“GTC”) apply to all services provided by Interscale AG (“Interscale”) for the customer (“Customer”).

 

2. OFFERTE

Interscale submits an offer of the specified services (“Offere”) to the customer. The offer may also include third-party products or services. A third-party product in this sense is any product that has not been developed by Interscale.
With the signature of the offer by the customer, a single contract is concluded between Interscale and the customer (“individual contract”). The GTC become an integral part of the individual contract. In the event of appeals, the provisions of the individual contract precede those of the GTC.

 

3. INTERSCALE SERVICES

3.1 Interscale provides the services described in the offer under the management and responsibility of the customer. Interscale stands for a careful fulfilment of the individual contract.
3.2 Subject to another provision in the offer, Interscale’s registered office shall be deemed to be the place of performance.
3.3 Interscale strives to replace employed employees who are prevented from providing the individual contract due to extraordinary circumstances, but is not liable for any delay damage.
3.4 Information in the offer on the dates and duration of the individual contract only conveys indicative values and is not legally binding, unless explicitly agreed otherwise in the offer. If legally binding deadlines of Interscale cannot be met, this entitles the customer to enter into the individual contract in accordance with the 11.1, provided that the relevant conditions are met. All other claims of the customer are excluded.
3.5 Unless otherwise stipulated in the offer, the regular working time of the Interscale employees is eight (8) hours per day from Monday to Friday, except on local holidays at the place of use.
3.6 Interscale is entitled to involve expert third parties in the performance of services.
3.7 Interscale assumes no responsibility for third-party products and services. All related claims of the customer (including liability and warranty claims) against Interscale are excluded. The customer can only assert such claims against the third party. This applies in particular to maintenance services provided by third parties.
3.8 Interscale assumes no responsibility for interscale services that are not properly or delayed due to third-party products or services. Point. 3.7 In such cases, the above applies by analogy. If Interscale is required to maintain third-party products under the individual contract, Interscale shall perform the maintenance services to the best of its ability.
3.9 Warranty claims against Interscale or a third party exist only to the extent that this is stipulated in the individual contract. All further warranty claims are excluded.

 

4. CUSTOMER’S PARTICIPATION

4.1 The customer appoints a representative (project manager) responsible to Interscale for the provision of binding information and authorizes the representative to take all actions necessary for the implementation of the individual contract (including individual signature siting upon signing of other related contracts).
4.2 The customer gives the necessary instructions to the Interscale employees and supervises their activities. He must inform Interscale immediately of any discrepancies between services provided and agreed upon.
4.3 The Customer shall provide Interscale free of charge with all the data, information, facilities and access authorisations required by the Interscale employee to provide the contractual services and shall also perform in other respects all activities necessary for the performance of the individual contract by Interscale.

 

5. PERFORMANCE CHANGES

5.1 The customer and Interscale may submit amendments at any time in the context of the performance of the individual contract, unless the individual contract has yet to be terminated.
5.2 Changes to the individual contract requested by the customer must be submitted in writing. Interscale will then prepare a proposal or offer that will also include the impact of the changes (in particular price and timing) on the performance of the contract. The customer will inform Interscale within a jointly agreed period whether he accepts the offer or withdraws the change request.

 

6. PRICES AND PAYMENT TERMS

6.1 The price of the services to be provided by Interscale is indicated in the corresponding offer for each individual contract. In the absence of a written agreement between the parties, the applicable Interscale tariffs shall apply. For services for which a fixed price has been agreed, this is based on the foundations known at the time of the conclusion of the Interscale contract. If these change without this being foreseeable for Interscale, it is entitled to offset the additional expenses reported to the customer.
6.2 Expenses and travel expenses are not included in the price. Travel time is considered to be working time. Should increased costs arise for Interscale due to circumstances for which the customer is responsible (e.g. by non-performance of the services to be provided by the customer in accordance with point 4), Interscale is entitled to charge these expenses additionally.
6.3 All invoices are due for payment within 30 days net. In the event of payment after due date, Interscale is entitled to charge a default interest of 5 p.a.
6.4 The customer or Interscale shall only have the right to withhold payments or offset against counterclaims to the extent that the counterclaims are undisputed or legally established.

 

7. IMMATERIAL RIGHTS

7.1 The individual contract does not affect existing rights of the contracting parties to developments (e.g. computer programs) that have been made independently of the contractual service. In particular, the performance of an individual contract does not include the granting of any rights or licenses to an intellectual property law belonging to An Interscale.
7.2 In the event that developments contain all or part of an Interscale software product subject to a license, Customer may only use it on hardware products for which he has purchased a valid license to use the relevant Interscale software products.
7.3 The customer shall have the right to use and copy all documents and results prepared by Interscale in fulfilment of the individual contract for the customer for his own needs, unless otherwise agreed in the individual contract. Interscale reserves all intellectual property rights, in particular all copyrights for the services provided to the customer and documents handed over.
7.4 Interscale is entitled to use the individual contracts executed for the customer as a reference in its relations with other customers. The confidentiality of confidential data and documents of the customer, on the other hand, is preserved.
7.5 The provisions of this Article shall remain in force upon revocation, termination or after performance of an individual contract.

 

8. INTERSCALE’S LIABILITY

Interscale is only liable for intentional and grossly negligent damages within proven scope of damage. In the event of direct damages caused by Interscale due to minor or moderate negligence, Interscale shall be liable for a maximum of 20 of the fees already paid to Interscale by the Customer in the relevant calendar year per calendar year. Any further liability of Interscale for damages directly or indirectly related to the contract is excluded, regardless of the legal basis for which the damages are claimed. In particular, any liability of Interscale for indirect or indirect damages is excluded to the extent permitted by law.

 

9. ENTRY AND EXPORT DETERMINATIONS

The services and results provided by Interscale are subject to Swiss and, where relevant, international export regulations. For an export, the prior authorization of the Department of Imports and Exports of the Federal Department of Economic Affairs or, if necessary, the competent foreign authority (e.g. the U.S. Department of Commerce), for which the customer must be concerned, is required. This requirement must be made available in writing to the purchaser in the event of the results being passed on.

 

10. CONFIDENTIAL AND DATA PROTECTION

10.1 The contracting parties undertake to instruct their personnel and third parties commissioned by them to treat as confidentially marked documents relating to their business operations and which are accessible to them or become known to them in the course of the performance of the contract, with the same care and discretion as corresponding own information designated as confidential. This obligation of confidentiality begins from the commencement of contract negotiations, is valid for the duration and also after the termination of the individual contract.
10.2 The obligation of confidentiality does not apply to data that is generally accessible, which is demonstrably already known to the contractual partners, has been independently developed by them or acquired by legitimate third parties.
10.3 Where necessary for the performance and execution of the Contract, Interscale may disclose confidential data and documents to third parties at home and abroad (e.g. in connection with customer support requests regarding third-party products that Interscale may forward to manufacturers or suppliers of these products).

 

11. DATA PROTECTION

11.1 The contractual partners undertake to comply with the provisions of Swiss data protection legislation and, if applicable, any other applicable data protection regulations. You undertake to take the economically reasonable and technically and organizationally possible precautions to ensure that the personal data generated in the course of the contract execution are effectively protected against unauthorised knowledge of third parties.
11.2 Personal data may only be processed for the purpose and extent to which this is necessary for the performance and execution of the contract. To this extent and for this purpose, personal data may also be disclosed to third parties in Germany and abroad, provided that the conditions in accordance with the applicable data protection regulations are met.
11.3 The contracting parties transfer these obligations to their employees, other assistants and subcontractors.
11.4 Furthermore, the detailed data protection declaration on the Interscale website is referred to.

 

12. FINAL DETERMINATIONS

12.1 Revocation or termination of an individual contract is governed by Art. 404 OR. Any dissolution by the customer before the final date provided for in the offer or before the fulfilment of the services and results agreed in the offer shall be deemed to be untimely. Notwithstanding the foregoing, individual contracts that are wholly or partially dependent on third parties, such as a maintenance contract with a third party, cannot be terminated before the corresponding contract between Interscale and the third party can be terminated.
12.2 Amendments and additions to the individual contract must be made in writing in order to be valid.
12.3 Should parts of the individual contract be void or become invalid, the rest of the individual contract shall continue to apply. In this case, the void or invalid parts of the individual contract shall be interpreted in such a way that the whole meaning of the individual contract is preserved.
12.4 Interscale may assign claims from the individual contracts to third parties at will without the consent of the customer.
12.5 The exclusive place of jurisdiction is Zug. All individual contracts are subject to material Swiss law to the exclusion of conflict of laws and international agreements, in particular the Vienna Sales Law.

Version.1.4, May 1, 2019