1. SCOPE OF APPLICATION

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

2. OFFERS

Interscale provides the customer with an offer for the specified services (“Offer”). The Offer may also include products or services from third parties. A third-party product in this sense is any product that has not been developed by Interscale.
An individual contract is concluded between Interscale and the customer when the customer signs the Offer (“Individual Contract”). The GTC become an integral part of the Individual Contract. In the event of contradictions, the provisions of the Individual Contract shall take precedence over those of the GTC.

3. SERVICES PROVIDED BY INTERSCALE

3.1 Interscale provides the services described in the offer under the direction and responsibility of the customer. Interscale is responsible for the careful fulfillment of the individual contract.
3.2 Unless otherwise stipulated in the offer, Interscale’s registered office shall be the place of performance.
3.3 Interscale endeavors to replace employees who are prevented from performing the individual contract due to extraordinary circumstances, but is not liable for any damage caused by delay.
3.4 Information in the quotation regarding deadlines and duration of the individual contract are merely indicative and are not legally binding, unless explicitly agreed otherwise in the quotation. If legally binding deadlines cannot be met by Interscale, this entitles the customer to terminate the individual contract in accordance with Section 11.1, provided that the relevant requirements are met. All further claims by the customer are excluded.
3.5 Unless otherwise stipulated in the offer, the regular working hours of Interscale employees are eight (8) hours per day from Monday to Friday, excluding local public holidays at the place of work.
3.6 Interscale is entitled to call in expert third parties to perform services.
3.7 Interscale assumes no responsibility for products and services of third parties. All related claims of the customer (including liability and warranty claims) against Interscale are excluded. The customer may only assert such claims against the third party. This applies in particular to maintenance services provided by third parties.
3.8 Interscale accepts no responsibility for services provided by Interscale that are not fulfilled correctly or are delayed due to products or services provided by third parties. Section 3.7 above applies mutatis mutandis in such cases. If Interscale is obliged to provide maintenance services for third-party products on the basis of the individual contract, Interscale will provide 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 other warranty claims are excluded.

4. OBLIGATIONS OF THE CUSTOMER TO COOPERATE

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 execution of the individual contract (including individual signature for the signing of other related contracts).
4.2 The customer shall issue the necessary instructions to Interscale employees and monitor their activities. The customer must inform Interscale immediately of any discrepancies between the services provided and those agreed.
4.3 The customer shall provide Interscale free of charge with all data, information, facilities and access authorizations required by Interscale employees to provide the contractual services and shall also perform all other activities necessary for Interscale to fulfil the individual contract.

5. CHANGES IN PERFORMANCE

5.1 The customer and Interscale may submit change requests at any time during the fulfillment of the individual contract, provided that the individual contract has not yet been terminated.
5.2 Any changes to the individual contract requested by the customer must be submitted in writing. Interscale will then prepare a proposal or offer that also includes the effects of the changes (in particular in terms of price and deadlines) on the fulfillment of the contract. The customer will inform Interscale within a mutually agreed period whether he accepts the offer or withdraws the change request.

6. PRICES AND TERMS OF PAYMENT

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

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The individual contract does not affect existing rights of the contractual partners to developments (e.g. computer programs) that have been made independently of the contractual service. In particular, the fulfillment of an individual contract does not include the granting of any rights or licenses to an intellectual property right belonging to Interscale.
7.2 In the event that developments contain, in whole or in part, an Interscale software product that requires a license, the customer may only use it on hardware products for which he has acquired a valid license to use the relevant Interscale software products.
7.3 The customer is granted the right to use and copy all documents and results created by Interscale for the customer in fulfillment of the individual contract for his own use, unless otherwise agreed in the individual contract. Interscale reserves all intellectual property rights, in particular all copyrights for the services rendered and documents provided to the customer.
7.4 Interscale is entitled to use the individual contracts executed for the customer as a reference in its relationships with other customers. However, the confidentiality of the customer’s confidential data and documents shall be maintained.
7.5 The provisions of this article shall remain in force in the event of revocation, termination or after fulfillment of an individual contract.

8. LIABILITY OF INTERSCALE

Interscale is only liable for damages caused intentionally or through gross negligence to the extent of the proven damage. For direct damages caused by Interscale due to slight or medium negligence, Interscale is liable per calendar year up to a maximum of 20% of the fees already paid by the customer to Interscale in the corresponding calendar year. Any further liability of Interscale for damages directly or indirectly related to the contract is excluded, regardless of the legal grounds on which the damages are asserted. In particular, any liability of Interscale for indirect or consequential damages is excluded to the extent permitted by law.

9. IMPORT AND EXPORT REGULATIONS

The services and results provided by Interscale are subject to Swiss and, where relevant, international export regulations. Prior authorization from the Import and Export Division of the Swiss Federal Department of Economic Affairs or, if applicable, the competent foreign authority (e.g. the U.S. Department of Commerce) is required for an export, for which the customer must be responsible. This requirement must be transferred to the purchaser in writing if the results are passed on.

10. CONFIDENTIALITY AND DATA PROTECTION

10.1 The contracting parties undertake to instruct their personnel and third parties commissioned by them to treat documents marked as confidential which relate to their business operations and which are accessible to them or come to their knowledge in the course of fulfilling the contract with the same care and discretion as their own information marked as confidential. This confidentiality obligation shall commence from the commencement of contract negotiations and shall apply during the term of the individual contract and also after its termination.
10.2 The confidentiality obligation does not apply to data that is generally accessible, is demonstrably already known to the contractual partners, has been independently developed by them or has been acquired from authorized third parties.
10.3 Where necessary for the fulfillment and performance of the contract, Interscale may disclose confidential data and documents to third parties in Switzerland and abroad (for example, in connection with customer support requests relating to third-party products, which Interscale may forward to manufacturers or suppliers of these products).

11. DATA PROTECTION

11.1 The contracting parties undertake to comply with the provisions of Swiss data protection legislation and any other applicable data protection provisions. They undertake to take commercially reasonable and technically and organizationally feasible precautions to ensure that the personal data generated in the course of the execution of the contract is effectively protected against unauthorized access by third parties.
11.2 Personal data may only be processed for the purpose and to the extent necessary for the performance and execution of the contract. To this extent and for this purpose, personal data may also be passed on to third parties in Switzerland and abroad, provided that the requirements in accordance with the applicable data protection regulations are met.
11.3 The contractual partners transfer these obligations to their employees, other auxiliary persons and subcontractors.
11.4 Furthermore, reference is made to the detailed data protection declaration on the Interscale website.

12. FINAL PROVISIONS

12.1 Revocation or termination of an individual contract shall be governed by Art. 404 CO. Any termination by the customer prior to the end date stipulated in the offer or prior to the fulfillment of the services and results agreed in the offer shall be deemed untimely termination. Notwithstanding the above provision, individual contracts that are wholly or partially dependent on third parties, such as a maintenance contract with a third-party provider, cannot be terminated before the corresponding contract between Interscale and the third-party provider can be terminated.
12.2 Amendments and supplements to the individual contract must be made in writing to be valid.
12.3 Should parts of the individual contract be null and void or become legally ineffective, the remainder of the individual contract shall continue to apply. In this case, the void or legally ineffective parts of the individual contract shall be interpreted in such a way that the meaning of the individual contract as a whole is retained.
12.4 Interscale may assign claims arising from individual contracts to third parties without the customer’s consent.
12.5 The exclusive place of jurisdiction is Zug. All individual contracts are subject to substantive Swiss law to the exclusion of conflict of laws provisions and international agreements, in particular the Vienna Sales Convention.

Version.1.4, May 1, 2019