Terms & Conditions
Translation Notice: This is an automated translation. The German version is legally binding.
1. Subject Matter
These General Terms and Conditions (GTC) govern the contractual relationships between effektiv GmbH (hereinafter "effektiv GmbH") and its customers (hereinafter the "Customers", collectively the "Parties"), unless and to the extent that no deviating agreements are made.
2. Quotation and Contract Formation
2.1 Quotation
effektiv GmbH creates quotations for its customers based on customer inquiries. A quotation may include in particular the objectives of the respective project, the description of the services offered, the intended purpose and duration of use, the required timeframe, and the expected costs.
The costs stated in a quotation and the expected duration of implementation of the services offered (hereinafter the "timeframe") are approximate values, unless the values are bindingly guaranteed. In particular, order changes before or during project execution as well as unexpected difficulties during execution may lead to deviating costs and timeframes.
The first quotation is considered a guideline quotation. effektiv GmbH is bound to the quotation for 60 days.
The quotation includes only the services explicitly listed therein. Changes or additions may lead to changes in costs or price and timeframe.
Third-party services are regularly not included in the quotation but are offered separately (see Section 3.1). However, the quotation may indicate what third-party services are necessary for successful project execution.
2.2 Contract Formation
The quotation is simultaneously designed as a contract. The contract between effektiv GmbH and its customers is concluded with the consent of both parties.
3. Obligations of the Contracting Parties
3.1 Obligations of effektiv GmbH
effektiv GmbH performs its services with due care and to the best of its knowledge and belief. effektiv GmbH strives to adhere to an agreed timeframe. effektiv GmbH is entitled to engage auxiliary persons and third parties for contract fulfillment.
3.2 Obligations of Customers
Customers are obligated to provide effektiv GmbH with all information required for the execution of services.
Customers are also obligated to provide effektiv GmbH with all data and materials required for the execution of services and, if necessary, required infrastructure in a timely manner and free of charge.
For timely project execution, effektiv GmbH depends on necessary project decisions being made by its customers in a timely manner and within the designated timeframe. This includes in particular the timely acceptance and review of (partial) results, the timely granting of "approval to proceed," and other steps in the respective project.
4. Scope of Services and Service Changes
4.1 Scope of Services
The scope of services is determined by the services specified in the contract (hereinafter the "Contractual Services"). All agreements beyond the original contract text are considered agreements regarding service changes.
4.2 Service Changes
Changes, additions, or extensions to the contractually agreed services are considered service changes (hereinafter uniformly the "Service Changes").
Service changes may lead to additional costs.
Desired minor service changes by customers are calculated based on effort. effektiv GmbH may provide an estimate of additional costs. For desired other service changes by customers, effektiv GmbH offers the services arising in addition to the original contract anew.
Author corrections are services caused by customers that lead to additional effort for effektiv GmbH, such as the delivery of incorrect or faulty data. Author corrections are considered service changes. They are billed to the respective customer based on effort. Customers give their consent to author corrections by agreeing to these GTC.
5. Deadlines
The deadlines contained in the contract are guideline values, unless the deadlines are bindingly guaranteed in the contract. Particularly for projects with adaptive or agile approaches, deadline planning including timeframes represents only an approximate temporal objective.
6. Acceptance and Acceptance Procedure
6.1 Delivery and General
For contracts of a work contract nature, effektiv GmbH delivers the contractually owed service (hereinafter the "Work") by handover to the respective customer. If contractually agreed, staged delivery of the work (hereinafter "Partial Delivery") is also possible. The respective customer is responsible for reviewing and complaining about any defects.
6.2 Review and Defect Notification
Customers must immediately review delivered works – even with partial deliveries – and immediately complain about any defects. Hidden defects must be complained about within three days of discovery for partial deliveries, and within 15 days of discovery of the defect for delivery of a complete work.
All defect notifications must be made in a form that allows proof by text. Without appropriate complaint, a delivered work or delivered work part is considered accepted.
7. Warranty and Liability
effektiv GmbH warrants the provision of services or creation of work according to contractual agreements. Warranty for orally assured characteristics is excluded. effektiv GmbH is not liable for services of third parties that they provide in an independent capacity.
Deviations from contractually owed services as well as defects must be complained about by customers within the deadlines mentioned in Section 6.2 and in the designated form. Without complaint within this deadline, service or work is considered accepted.
For justified and timely defect complaints, customers have a right to rectification. effektiv GmbH must undertake rectification within a reasonable period and at its own cost.
Reduction and rescission are excluded to the extent legally permissible. Rescission is particularly excluded if partial deliveries occurred and were accepted by customers.
Any further warranty rights are excluded. Likewise excluded is, to the extent legally permissible, liability for consequential defect damages and indirect damages. Liability for intent and gross negligence remains reserved.
8. Remuneration
8.1 Fixed Price Remuneration
When agreeing on a fixed price, remuneration is generally based on the contractual agreement. Quoted prices are always exclusive of statutory value-added tax.
Services excluded according to Section 4.1 are not included in the fixed price. Such services are billed separately.
Service changes according to Section 4.2 are also not included in the fixed price. In case of service changes, the procedure provided for in Section 4.2 applies.
8.2 Effort-Based Remuneration
Without contrary contractual agreement, remuneration is measured by effort.
8.3 Expenses
Material costs, travel, and other expenses are billed to customers at the actual costs incurred.
8.4 Hosting / DNS Entries
Costs for hosting, DNS entries, and certificates are billed and payable within 30 days of invoicing. Any cancellations of services must be made in writing to info@effektiv.ch no later than 30 days before automatic renewal. Otherwise, costs for another year will be billed.
8.5 Larger Expenses / Artificial Intelligence Services
Larger expenses, for example for Artificial Intelligence Services, may be payable in advance after consultation with the customer. effektiv GmbH informs about this during offer preparation or before concluding a corresponding individual order.
9. Payment Terms
9.1 General
Invoicing occurs at the latest after delivery of the contractually owed service. The payment term is 30 days net, unless effektiv GmbH provides for a different payment term.
effektiv GmbH may invoice one-third of the quotation amount each at contract conclusion (see Section 2.2) and at delivery (see Section 6.1). The final invoice follows subsequently. The payment term for all partial invoices is 30 days net.
9.2 Order Reduction or Contract Withdrawal
If a customer withdraws from an already concluded contract, they must fully indemnify effektiv GmbH. Lost profit or positive contractual interest is also owed.
If a customer reduces a given order, effektiv GmbH has at least a claim to the remuneration that would be owed up to the time of the reduction announcement, including proportional profit. If effektiv GmbH has specifically provided additional capacities for the order, such as additional employees or auxiliary persons, or if the capacities reserved for the order cannot be used otherwise, the relevant customer must also reimburse effektiv GmbH for the related expenses, including the proportional profit attributable thereto. If the service was already fully provided by effektiv GmbH at the time of the reduction announcement, full remuneration is owed.
9.3 Exclusion of Set-off
Customers are not entitled – to the extent legally permissible – to set off any claims on their part against demands of effektiv GmbH.
10. Default
10.1 Default of effektiv GmbH
Non-compliance with the intended timeframe does not automatically lead to default by effektiv GmbH. However, effektiv GmbH is obligated to inform customers about delays. If the intended timeframe cannot be met for reasons attributable to customers, Section 10.2 applies.
To the extent that effektiv GmbH is not grossly at fault for a delay, it is not liable for any default damage. Incorrect assessment of technical or other difficulties (and the associated longer solution duration) does not constitute gross fault.
10.2 Default of Customers
After expiration of payment deadlines according to Section 9.1, customers fall into default without further notice. In particular, no payment reminder is necessary. effektiv GmbH is entitled in this case to suspend work. Any deadlines bindingly guaranteed by effektiv GmbH lapse in this case. Customers are liable to effektiv GmbH for any additional effort.
If the intended schedule cannot be met for reasons attributable to customers – for example, in case of violation of obligations according to Section 3.2 – customers are liable to effektiv GmbH for any additional effort.
11. Intellectual Property Rights
Without other agreement, all intellectual property rights to created works and other services are transferred to the respective customer only after full payment of all works and other services as well as all outstanding claims of effektiv GmbH. Intellectual property personality rights that cannot be transferred by law remain reserved.
To the extent that transfer of intellectual property rights is not possible, effektiv GmbH grants the respective customer a comprehensive license for use of the created works and other services. The license includes the right to use the works and other services without local, material, and temporal restrictions, for any purposes.
12. Confidentiality
The parties commit to treat all information confidentially – particularly information about business occurrences, customers, projects, and procedures – that they learn from each other in the context of the relationship, and to refrain from passing such information to unauthorized third parties.
The confidentiality obligation remains in effect beyond the duration of cooperation between the parties. The fact of cooperation between the parties is not considered confidential.
effektiv GmbH is furthermore entitled to mention its activity for customers for its own advertising purposes. effektiv GmbH is also entitled to display or describe the communication means it developed on its own communication channels and in its own advertising materials. effektiv GmbH is also entitled to submit customer campaigns to competitions domestically and abroad.
13. Data Protection and Data Security
The parties commit to comply with the provisions of Swiss data protection law as well as any other applicable data protection law. They commit to take economically reasonable as well as technically and organizationally appropriate precautions so that data arising in the context of contract processing is effectively protected against unauthorized knowledge by third parties.
Further information on data processing can be found in the current data protection declaration of effektiv GmbH.
14. Severability Clause
Should a provision of this agreement prove to be unenforceable, invalid, or ineffective, this should not affect the enforceability, validity, and effectiveness of the remaining provisions.
In this case, the parties commit to replace the unenforceable, invalid, or ineffective provision with an enforceable, valid, or effective provision that comes closest in content and economically to the original intention of the parties.
15. Assignment of Claims
effektiv GmbH is entitled to assign its claims against its customers to third parties or to commission third parties with collection and enforcement.
16. Validity of Other GTC
The validity of any GTC of customers is expressly excluded. Only these GTC apply between the parties.
17. Applicable Law and Jurisdiction
Swiss law applies to the contractual relationships between the parties, excluding the Vienna Sales Convention (CISG).
Exclusive jurisdiction is at the seat of effektiv GmbH.
Contact:
Michael Baumann
info@effektiv.ch