Terms and Conditions

1. Scope of the Terms and Conditions

1.1 The following Terms and Conditions apply to all services provided by nussbaumer.digital, hereinafter referred to as the contractor (AN), in the area of hardware and software maintenance.

1.2 Customers who use a service of the contractor thereby accept these Terms and Conditions unless they expressly state that they wish different provisions to apply.

1.3 Provisions and conditions that deviate from these Terms and Conditions shall be agreed in writing between the contractor and the customers concerned.

1.4 If both parties wish to apply their own Terms and Conditions, the matching provisions shall apply. Deviating provisions must be negotiated where necessary if they concern material contractual elements. Differences concerning immaterial contractual elements do not affect the validity of the contract.

2. Hardware maintenance

2.1 The contractor performs professional maintenance of hardware systems for customers. The aim is the most comprehensive and uninterrupted availability, data security, network reliability and stability of the IT systems possible. This also includes measures to prevent loss of data.

2.2 Hardware maintenance includes the necessary servicing and repair work. Its purpose is to preserve the functionality of the hardware and/or restore it in the event of a defect.

2.3 The contractor supplies accessories and consumables for current hardware according to the offer list and also provides the corresponding repair materials and spare parts. Time spent and spare parts are charged according to actual expenditure. At the customer's request, a cost estimate is prepared if the anticipated costs exceed CHF 1,000.

2.4 At the customer's request, the contractor also procures accessories or spare parts for older or special devices. The price of the product plus 2 percent and the procurement effort according to the fee schedule are then charged.

2.5 At the customer's request, a list of the devices to be supported is prepared and forms an integral part of this contract. Otherwise, these Terms and Conditions apply to all company-owned office hardware devices such as computers, printers, laptops and mobile phones.

2.6 On request, the contractor also supports private devices belonging to employees that are used for their work in the customer's company (BYOD). A list of these devices is always prepared and forms part of the contract.

3. Software maintenance

3.1 The basic software maintenance offer is governed by the applicable fee schedule. It includes the following services:

• Rectification of faults and related advice
• Installation of security systems such as antivirus software, firewall, etc.
• Administration and updates of software
• Adaptation of programs to new or changed hardware components and to new versions of system software
• Correction of program errors
• Installation of security components provided by the software supplier
• Updating documentation programs, especially where changes have been made to the software
• Secure backup of the latest program versions
• Training for the client's staff

3.2 The following additional services are also offered at the customer's request:

• Development and installation of extended or improved program versions
• Installation of apps
• Advice on organisational and application matters

3.3 Such additional services are agreed separately and charged according to effort in accordance with the fee schedule.

3.4 If maintenance services are provided at the location of the hardware or software, a travel flat rate is charged in accordance with the fee schedule.

3.5 If a repair takes longer than usual, the provider supplies replacement devices free of charge where necessary. 3.6 If the provider performs free additional services, customers have no claim to performance or warranty in respect of these services.

4. Service times and communication

4.1 Advice via the central telephone number is available on working days between 09:30 and 12:00 and between 14:00 and 17:30. Outside these telephone hours, we can be reached on the mobile number on a best-effort basis.

4.2 Services at companies are provided at the following times:

• On working days from 09:00 to 23:00
• At weekends from 10:00 to 20:00
• On public holidays from 10:00 to 15:00

4.3 At the customer's request, the contractor provides a special on-call service for periods in which no service is normally provided. This is charged according to the fee schedule.

4.4 Regular maintenance work is performed periodically at a time agreed with the customer, e.g. always on a certain weekday at 10:00.

5. Communication

5.1 The customer provides the contractor with all information required for the services under the contract.

5.2 The customer informs the contractor immediately of any change of address and other necessary information.

5.3 The contractor provides each customer with a designated contact person and designated deputies during the service times referred to in section 5.3.

5.4 Each party provides the other, where required, with a report on the latest status of the service work and/or the hardware and software to be maintained. 5.5 Customers must report faults or defects requiring repair to their responsible contact persons as quickly as possible, either by email or telephone.

5.6 The contractor must inform the customer as quickly as possible if certain services cannot be provided for any reason or if a foreseeable interruption of the IT systems supported by the contractor is expected at the customer's premises.

6. Contract duration

6.1 The contract is concluded for an indefinite period. Either party may terminate it with three months' notice to the end of a month.

6.2 Termination shall be by letter or email with a qualified electronic signature in accordance with Art. 14 para. 2 Swiss Code of Obligations (OR).

6.3 If the contractor changes offers and prices, it will inform the customer in good time. The contract continues under the old conditions and prices until the end of the next notice period. If no notice is given, the contract continues under the new conditions and prices of the offer that most closely corresponds to the previous offer.

6.4 Before the end of a fixed contract period, the contract may be terminated with immediate effect:

• When composition or bankruptcy proceedings are opened against a party
• When a party breaches material contractual provisions
• In the event of poor performance by the provider due to gross negligence or intent.

If the contractor discontinues the service, it undertakes to inform customers as early as possible. Customers then have the right to terminate the contract with immediate effect.

7. Payment terms

7.1 Customers receive a monthly statement for services used. This is sent by email or, on request and against a fee, by post. Invoices are payable within 30 days.

7.2 If the statement is incorrect, the affected customer should inform the contractor immediately. Otherwise the contractor may assume that the statement has been accepted.

7.3 If a customer is in default of payment, the provider first sends a reminder by email. If the customer does not pay within ten days, the contractor reserves the right to suspend services until payment is received. If this continues for a further ten days, the provider will terminate the contract without notice. The provider reserves the right to claim damages in such cases.

7.4 If the provider discontinues the service for reasons for which the provider is responsible, the provider undertakes to refund prepaid amounts pro rata temporis.

7.5 Set-off of claims is not permitted for either contracting party.

8. Security and data protection

8.1 The provider undertakes to ensure security according to the current state of technology in systems, programs, etc. that belong to the provider and over which the provider has influence. 8.2 Both contracting parties treat as confidential all information that is neither generally known nor generally accessible, in particular information concerning know-how and program design. In case of doubt, information shall be treated as confidential.

This confidentiality obligation applies already before conclusion of the contract and continues beyond termination of the contract.

8.3 Both parties oblige employees, consultants or other third parties who obtain access to the know-how and/or information of the contractual partner not intended for publication to maintain equally strict confidentiality.

8.4 The confidentiality obligation is lifted if the contractor is legally required to grant third parties, in particular government authorities, access to the data.

8.5 After termination of the contractual relationship, the contractor will delete customer data within its sphere of influence, subject to statutory retention periods. Customers are also obliged to delete immediately upon termination of the contractual relationship any data and programs supplied to them by the contractor and within their sphere of influence.

8.6 If the obligations under this contract are breached, the other party may claim damages.

9. Liability

9.1 The contractor is liable for culpable conduct, intentional breaches of contract and gross negligence by the contractor and its employees. In cases of slight and medium negligence, the contractor is liable only for breach of a material contractual obligation on whose performance customers may rely. In these cases, liability is limited to foreseeable damage typical of the contract.

9.2 These limitations of liability do not apply to injury to life, body or health, or to liability under product liability law.

9.3 Customers are aware that errors may occur even with careful software development and maintenance, so that the contractor cannot guarantee the complete achievement of all hoped-for objectives.

9.4 The contractor is not liable for defects and disruptions for which it is not responsible, in particular security deficiencies and outages at third-party companies with which it cooperates or on which it depends. The contractor is also not liable for third-party hardware or software products that it sells or otherwise makes available to the customer.

10. Copyright and rights of use

10.1 The contractor retains copyright and exploitation rights in software developed by it. The contractor grants customers a non-exclusive (simple) right to use its own software made available to them, limited to the duration of the contract.

10.2 If the provider uses third-party software, all rights remain with those third parties unless another agreement exists between the third party, the contractor and/or the customers. The licence terms of the respective software manufacturers and any supplementary conditions of the provider apply. Open-source programs are subject to their respective licence terms. Customers can obtain information about these terms at any time from the website of the relevant system.

11. Final provisions

11.1 Swiss law, in particular the provisions of the Swiss Code of Obligations (OR), applies to this contract for Swiss and foreign business customers. For consumers, the law of their place of residence or habitual residence applies in accordance with Art. 120 PILA.

11.2 The parties will endeavour to resolve amicably any difficulties arising from the performance of this contract.

11.3 If certain points are not regulated or individual provisions of these Terms and Conditions are invalid, the contract nevertheless remains in force. Unregulated or invalid points shall be replaced by an agreement that complies with the law and comes as close as possible to the intention of both parties.

11.4 The place of jurisdiction is the registered office of the contractor.