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GTC

General Terms and Conditions

GTC

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Disclaimer: In any and all cases, only the original German text shall be applied in a legal setting. This English translation serves only as a complementary guideline with no legal applicability whatsoever.

1.  Scope of application and validity

  1. As an ICT company, baselnetgroup AG, hereinafter referred to as baselnetgroup, offers its end customers, hereinafter referred to as “customers”, a wide range of services and products in the field of information and communication technology.
  2. If these GTC contradict the general terms and conditions of the Customer, the GTC of baselnetgroup shall take precedence over those of the Customer, even if this has not been expressly agreed or established.
  3. These GTC apply to all deliveries and services provided by baselnetgroup to Customers if baselnetgroup has made them generally known to the Customer prior to the conclusion of the contract, in particular by printing them in documentation, on offers, order confirmations and delivery bills or by referring to them on the website (www.baselnetgroup.ch). In the event of deviations, earlier versions of the GTC shall be replaced by the latest version.
  4. “Products” are software, hardware and services offered and sold by baselnetgroup.
  5. Should individual provisions be or become ineffective or invalid, the validity and effectiveness of the remaining provisions shall remain unaffected. In such a case, the invalid provision must be reinterpreted or supplemented in such a way that the intended purpose of the provision is achieved as far as possible.
  6. Until a new version is acknowledged, these GTC also apply to all subsequent services between baselnetgroup and the Customer.

2.  Offers/creation and content of the contract

  1. Orders can be placed in writing (by letter or fax) or electronically (email).
  2. The respective order confirmation shall be decisive for the scope and execution of the delivery. The availability or deliverability of the products at the manufacturer remains reserved.
  3. We reserve the right to make technical changes even after conclusion of the contract if they do not impair the contractual use of the contractual products or services. Only written offers (e-mail or fax are sufficient) from baselnetgroup are binding. Unless otherwise agreed in writing, they are binding for 30 days.
  4. Verbal offers from baselnetgroup are non-binding and subject to change.
  5. Without a prior offer from baselnetgroup, the order placed by the Customer verbally, in writing or in another form (e-mail) is a binding offer. If he does not refer to a specific price, baselnetgroup may assume that he leaves the price determination to it, the entire service will be charged on a time and material basis.
  6. Order changes or cancellations requested by the customer require a written agreement with baselnetgroup. baselnetgroup may charge the customer for costs already incurred.
  7. baselnetgroup is entitled to make partial deliveries.

3.  Services of the baselnetgroup

  1. baselnetgroup provides the services agreed in the contracts and orders. Services not explicitly listed in the contract document (e.g. quotation) are not included in the scope of services and will be invoiced separately on a time and material basis, unless a flat rate is applicable. The documents belonging to the offer (illustrations, brochures, etc.) are only relevant if they are expressly designated as binding by baselnetgroup. A contractual service is only owed if the contract or order expressly stipulates this and designates it as work.
  2. baselnetgroup fulfills its contractual obligations carefully and professionally in accordance with the contractual service description. baselnetgroup may use auxiliary persons, third parties (in particular subcontractors) or employees of these third parties to fulfill its obligations. In this case, baselnetgroup is liable for due care in the selection and instruction of the third party involved.

4.  Provision of third-party hardware/third-party software

  1. If baselnetgroup provides the Customer in its own name with hardware/software that it obtains from a third party (manufacturer/dealer) (hereinafter: Third Party Products), the purchase and/or license conditions supplied by the third party with the components are an integral part of the contractual relationship and therefore also apply to the Customer. They take precedence over the provisions of these GTC and any individual agreements with the customer.

5.  Prohibition of assignment of claims Customer

  1. The Customer may only assign claims against baselnetgroup to third parties with baselnetgroup’s prior written consent.

6.  Remuneration/prices

  1. All prices are quoted net in Swiss francs (CHF), without any deductions on the terms of fulfillment and delivery.
  2. baselnetgroup is entitled to charge the Customer the taxes, duties and fees levied on its services and deliveries, in particular VAT, in addition to the agreed price.
  3. If a fixed price (lump sum) is agreed for the provision of a service, this covers all expenses incurred by baselnetgroup in this connection. Deductions from the fixed price are not permitted (e.g. cash discount).
  4. The fixed price is based on the facts known at the time the agreement is concluded. If these basic principles change significantly during the realization of the project and if this was not foreseeable for baselnetgroup, baselnetgroup can demand an adjustment of the fixed price; the additional expenditure will be charged on a time and material basis, unless otherwise agreed.
  5. Changes to the specified conditions or incorrect, incomplete cooperation by the Customer may lead to additional expenses on the part of baselnetgroup, which will be invoiced to the Customer at cost.
  6. Any general changes to the prices of third-party products that occur between the conclusion of the contract and the time of installation shall be passed on to the customer, in particular exchange rate differences.
  7. Unless expressly agreed, the agreed prices and remuneration do not include costs and expenses such as travel and accommodation costs for personnel, packaging, transportation and insurance to the place of delivery, or the unpacking and disposal of packaging material.
  8. In the absence of other agreements, the following due dates apply to the payment of baselnetgroup’s contractual services for complete systems: 40% when the order is placed / 30% when the first material is delivered / 30% after project completion
  9. For domestic deliveries, the customer will also be charged the advance recycling fee (ARF).
  10. The remaining contractual services will be invoiced to the customer with a payment period of 20 days. If the customer does not object to baselnetgroup within 10 days of receipt of the invoice, the invoice is deemed to have been accepted.
  11. After expiry of the payment deadline, the customer is in default without a reminder. baselnetgroup may claim default interest of 5% p.a. as well as compensation for all dunning, collection, legal and court costs.
  12. If the Customer defaults on payment, baselnetgroup is entitled, without further warning, to suspend all further services to the Customer in whole or in part until its claims have been settled or secured. All consequences resulting from such a suspension of delivery shall be borne exclusively by the customer.
7.  Retention of title and its security
  1. The products delivered by baselnetgroup remain the property of baselnetgroup as long as they are within the Customer’s sphere of influence, until the Customer has paid the purchase price in full and in accordance with the contract.
  2. baselnetgroup is entitled to enter the retention of title in the retention of title register at the Customer’s place of residence in accordance with Art. 715 of the Swiss Civil Code up to this point in time.
  3. The customer undertakes, at the request of baselnetgroup, to immediately give its written consent to the entry of a retention of title in all points essential for the entry.
8.  Deadlines / General terms of fulfillment / Consequences of default in the event of non-fulfillment
  1. The place of performance for all obligations of baselnetgroup arising from the contract and all legal relationships with the Customer is the registered office of baselnetgroup, subject to Section 9.a.
  2. Only the fulfillment dates guaranteed in writing by baselnetgroup are binding. These are extended appropriately if the customer subsequently changes the order, fails to provide necessary information, fails to comply with official requirements or if obstacles occur that are beyond baselnetgroup’s control, such as strikes, late delivery by baselnetgroup’s suppliers or force majeure.
  3. If delays become apparent in relation to performance dates that have been promised in writing or reasonably extended, baselnetgroup will inform the customer.
  4. In the event of impossibility or unreasonableness of subsequent fulfillment of the contract or if the grace period set expires unused, the customer may withdraw from the agreed contractual performance within five days. Deliveries and services already provided by baselnetgroup will be invoiced in accordance with the provisions of the contract.
  5. The customer is not entitled to any other claims against baselnetgroup as a result of non-fulfillment or delayed fulfillment. This exclusion of liability does not apply to unlawful intent or gross negligence on the part of baselnetgroup, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons of baselnetgroup. The direct liability of the auxiliary person towards the customer is also excluded to the extent permitted by law.
9.  Terms of delivery for contract and third-party products
  1. The Customer hereby authorizes baselnetgroup to arrange for the transport of the Contract Products in its name and for its account.
  2. baselnetgroup is not liable for the choice of carrier. baselnetgroup will only take out transportation insurance at the written request of the customer.
  3. The customer must confirm receipt of the contractual and third-party products by signing the delivery bill enclosed with the delivery. Complaints about damage, loss or destruction during transportation must be addressed by the customer directly to the carrier in writing.
  4. The customer must inspect the accepted contractual and third-party products within 5 working days (inspection period) of their delivery and notify baselnetgroup in writing of any recognizable defects immediately (complaint period) so that baselnetgroup can forward the complaint to any third-party suppliers if necessary. If he fails to do so, the contract and third-party products shall be deemed approved. Hidden defects must be reported in writing immediately after their discovery.
  5. The Customer acknowledges that baselnetgroup is not the owner of the intellectual property rights to third-party products. The conditions for the lawful use of third-party products are not the subject of the contract and are therefore not the subject of the business relationship between the parties. The lawful use of third-party products is governed by law and, where applicable, by the contractual conditions between the owner of the property rights to the third-party products and the customer. The Customer undertakes to comply with these provisions at all times and shall indemnify baselnetgroup against any claims by the third party entitled to the property rights upon first request in the event of a breach of these provisions.
10.  Warranty/liability
  1. baselnetgroup does not guarantee that services or works created or delivered by it can be used uninterrupted and error-free in all combinations desired by the Customer, with any data, IT systems and programs. Finally, baselnetgroup does not owe any success.
  2. Unless otherwise specified, the warranty period is 12 months from delivery. The warranty period for replaced or repaired products expires at the same time as that of the originally delivered products, but is at least one month from the date of replacement or repair. The warranty is void if the warranty period expires or if the customer or third parties interfere with the hardware or software, in the event of external damage, operating errors or conditions of use or operation that deviate from the product documentation.
  3. Unless otherwise agreed in writing, no warranty is given for material that has been sold on to the customer second-hand.
  4. As far as possible, defects are rectified during maintenance. baselnetgroup will rectify the defects by repairing or replacing the goods free of charge. The customer shall bear the costs for removal and installation, for the transportation of spare parts and for any necessary adjustments, unless a maintenance contract exists. If essential functions cannot be used in accordance with the contract even after a replacement or repair, the customer can declare by registered letter to baselnetgroup that he is withdrawing from the contract for the defective partial service if a final grace period expires unused.
  5. baselnetgroup is liable for culpably caused direct personal injury and property damage in accordance with the statutory liability provisions, but up to a maximum of CHF 5,000,000.00, unless baselnetgroup has more extensive insurance cover. The subcontractor alone (or its insurance company) shall be liable for any personal injury or property damage caused by the subcontractor, subject to the above-mentioned limitations of liability.
11. exclusion of further warranty and liability
  1. baselnetgroup cannot assume any warranty or guarantee for products (e.g. hardware and software) from third parties (manufacturers/suppliers). baselnetgroup assigns all warranty claims against such third-party providers to the customer. baselnetgroup’s warranty or guarantee is limited to claiming warranty rights from the third party based on the legal or contractual provisions of the third party (e.g. GTC) at the Customer’s request and expense. If the defect in a third-party product used (e.g. manufacturer) leads to additional expense on the part of baselnetgroup (e.g. reinstallation or reprogramming of a defective device), this additional expense shall be borne by the Customer, unless it can be passed on to the third-party provider.
  2. baselnetgroup is only liable for direct damage and only if the Customer proves that this was caused by gross negligence or intent on the part of baselnetgroup, its auxiliary persons or third parties commissioned by baselnetgroup. Liability is limited to the price of the respective delivery/service.
  3. Any further liability of baselnetgroup, its auxiliary persons and third parties commissioned by baselnetgroup for damages of any kind is excluded. In particular, the customer shall under no circumstances be entitled to claim compensation for damage not caused to the product itself, such as loss of production, loss of use or data, loss of orders, loss of profit or other indirect or consequential damage.
  4. baselnetgroup excludes all liability for damages resulting from the customer’s failure to fulfill contractual obligations (in particular the obligation to perform duties of cooperation in a timely and error-free manner).
  5. The warranty shall then lapse if the customer modifies the hardware or software himself or has it modified by a third party and cannot prove that the defects complained of were not caused in whole or in part by such modifications and that the rectification of defects is not made more difficult by the modifications. baselnetgroup is not liable if the provision of the service is temporarily interrupted, wholly or partially restricted or impossible due to force majeure. Force majeure includes, in particular, natural events of particular intensity (avalanches, floods, landslides, etc.), warlike events, riots, unforeseeable official restrictions, etc. If baselnetgroup is unable to fulfill its contractual obligations, the fulfillment of the contract or the deadline for the fulfillment of the contract will be postponed in accordance with the event that has occurred. baselnetgroup is not liable for any damages incurred by the customer due to the postponement of the fulfillment of the contract.
12. data protection
  1. The Customer acknowledges that personal data about him, his employees and third parties commissioned by him, which are made accessible to baselnetgroup during the performance of the contractual relationship, may be subject to data protection regulations.
  2. The Customer agrees that such data may be processed by baselnetgroup for the purpose of fulfilling the contract and may also be disclosed for this purpose to third parties such as manufacturers, suppliers, holders of intellectual property rights, in Switzerland or in any other country. In particular, the Customer agrees and consents to baselnetgroup forwarding the Customer’s data to a subsidiary of baselnetgroup based in Australia for the purpose of server maintenance.
  3. If data is transferred to third countries, baselnetgroup ensures an adequate level of data protection by implementing special guarantees, such as, for example, a data protection declaration. special contractual obligations. The provisions of baselnetgroup’s privacy policy apply to all other data protection regulations.
13. non-solicitation
  1. The Customer must refrain from doing anything that could impair baselnetgroup’s competence and ability to act. In particular, but not exclusively, the Customer is prohibited from enticing employees away from baselnetgroup or encouraging them to apply for a job and employing them as employees or retaining them through another form of cooperation (order, contract for work).
  2. In the event of a breach of the non-solicitation clause, the customer shall owe baselnetgroup a contractual penalty for each individual case in the amount of one gross annual salary of the solicited employee, but at least CHF 80,000.00. The right to claim further damages, in particular the recruitment and training costs incurred as a result of the enticement, remains reserved. Payment of the contractual penalty does not release the customer from compliance with the non-solicitation clause.
14.  Choice of law and place of jurisdiction
  1. All contracts between baselnetgroup and the Customer are governed by Swiss substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction for claims arising from the contract and all other legal relationships between baselnetgroup and the customer is the registered office of baselnetgroup for both parties.
Version 2.0 / February 2023/ pma

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