Terms & Conditions
General terms and conditions of the company SKyPRO AG
1. General
All services, sales, deliveries, and project planning by SKyPRO AG are fully subject to these conditions, which are an integral part of the delivery contract. Changes and additions must be in writing; Deviating provisions of the customer are only valid if they are expressly confirmed by us in writing.
2. Offers
Our offers are limited in time according to the information in the offers. Where no deadline is given, the optional legal norms of the Swiss Code of Obligations apply.
3. Placing an order
By accepting the order confirmation, the CUSTOMER commissions SKyPRO AG to provide the services specified therein.
4. Goods deliveries
The order confirmation is decisive for the scope and execution of the delivery. Services that are not included will be charged additionally. Changes to the design compared to the order are permitted, provided that the products fulfill the same functions. However, the supplier is not obliged to make such design changes to products that have already been delivered.
5. SKyPRO services
The SKyPRO employees support the CUSTOMER with their knowledge and experience in IT, telecommunications, and organizational matters. SKyPRO AG is entitled, after prior agreement with the CUSTOMER, to call in competent third parties to carry out services. The regular working time of SKyPRO employees is 8 (eight) hours daily from Monday to Friday, taking into account the public holidays at the place of work. Operations outside of these time zones are subject to special rates. SKyPRO AG endeavors to provide the customer with defined employees for the duration of the respective individual order, but reserves the right to replace the employee (s) with appropriately qualified employees. The time that the SKyPRO AG employee works or is available for the CUSTOMER counts as working time. Trips from the SKyPRO AG location to the place of work are generally considered working time, unless other agreements have been made in writing.
6. Services of the CUSTOMER
The CUSTOMER provides SKyPRO AG with all available information, facilities, and any other support required to provide the contractually agreed services free of charge, insofar as this does not violate contractual obligations towards third parties and ensures sufficient access to a system environment that is timely and corresponding to the task at hand . The CUSTOMER grants the SKyPRO employees the right to access the premises that must be used for the performance of the services. The CUSTOMER appoints an authorized contact person for SKyPRO AG to make binding decisions and instructions.
7. Prices
Our prices are sales prices exclusive of VAT ex warehouse in Cham. Prices deviating from this rule are precisely defined in the relevant contracts. Unless otherwise agreed in writing, the following applies to price changes that take effect between the placing of the order and delivery due to surcharges, additional fiscal charges (taxes and duties), tariff increases or currency fluctuations: In the event of price reductions, the new, lower sales price will be charged. In the event of price increases, the increased sales price is used. The respective rates for services correspond to the tariffs of SKyPRO AG valid at the time the order is signed. If additional expenses are caused by reasons for which the CUSTOMER is responsible or by other services on the part of SKyPRO AG which are indispensable for the success of the project and which were not foreseeable, these can be invoiced additionally. Travel and accommodation expenses will be billed to the customer according to expenditure, unless other regulations have been defined in writing. The CUSTOMER and SKyPRO AG agree to offset only counterclaims that have been recognized in writing or determined by a court of law.
8. Payments
All invoices are payable in accordance with the information on the invoices, unless other terms of payment have been agreed in writing. Unless otherwise agreed in writing, the services are invoiced on a monthly basis in accordance with the SKyPRO work reports approved by both parties. Other than the payment conditions mentioned here are determined by the contracts already mentioned in art. 7. Interest on arrears in the event of non-payment will be charged from the due date of the claim, which corresponds to the Credit Suisse rate for unsecured current account loans to commercial customers (including commission).
9. Delivery time
We will always endeavor to adhere to the delivery times we have specified, even in the event of unforeseeable difficulties, but we cannot accept any legal guarantee. This applies in particular to cases of force majeure, strikes, and delays in deliveries by our suppliers. Partial deliveries are permitted and will be charged.
10. Security
If, when placing an order, we can assume with good reason that the customer is unable or experience has shown problems to meet the financial obligations, we are entitled to request security or a down payment; is such a security resp. If the down payment is not made within the set deadline, we are authorized to terminate the contract.
11. Cancellation
Order cancellations require our consent; Costs already incurred are to be borne by the customer. Temporary final orders must be called up within the agreed period, otherwise we will arrange for and offset the remaining delivery.
12. Transportation of goods
The goods travel at the risk of the buyer. Incorrect or defective deliveries must be reported to the carrier (rail, post, etc.) as well as to the supplier within 5 days. Returns of goods, be it in the case of repairs or incorrect shipments, may only be made in the original packaging, otherwise no liability will be accepted.
13. Retention of title
The products delivered by us remain our property until the purchase price has been paid in full; the customer agrees to support us as far as possible in maintaining the protection of property. The customer is not allowed to dispose of the products (e.g. by reselling or pledging) until full payment has been made.
14. Rights to work results
Ideas, concepts, experiences, and methods in relation to IT processing that have been developed during the provision of services under this contract by the SKyPRO staff alone or in cooperation with employees of the customer belong to both parties together and can be used as desired.
15. Guarantee
For sales of goods, we provide a guarantee in accordance with the manufacturer’s guarantee provisions valid at the time the contract is concluded. Unless otherwise agreed, we provide a parts guarantee for a period of 12 months after delivery. SKyPRO AG guarantees that the services provided correspond to the generally recognized industry standards. Any further guarantee is expressly excluded. For direct damage culpably caused by SKyPRO AG when fulfilling this order, SKyPRO AG is liable for the amount of the order in question, but not more than the total amount of CHF 50,000. Any liability of SKyPRO AG or third parties involved by SKyPRO AG for further direct or indirect damage is expressly excluded. SKyPRO AG is in no way liable for damage to or loss of data or documents made available to the CUSTOMER within the scope of this order. It is up to the CUSTOMER to ensure that appropriate backup copies are available. The CUSTOMER undertakes to protect SKyPRO AG and to keep it completely harmless in the event of third-party claims arising from the SKyPRO service in accordance with the instructions of the CUSTOMER.
16. Maintenance
As part of our services, we offer individual maintenance contracts at the customer’s request.
17. Early termination
In the event of unforeseen reasons which make the provision of our services impossible or excessively difficult (force majeure, strikes, etc.), we are entitled to terminate the contractual relationship prematurely. The other reasons for termination of the contract are reserved. In the event of early termination of the contract, the services provided will be invoiced; neither we nor the customer can assert further claims.
18. Re-export
For most products (data processing machines and licensed programs), re-exports are prohibited in accordance with an obligation entered into towards the import and export section of the Federal Department of Economic Affairs or only permitted after receiving a special export permit. This obligation is hereby transferred to the customer and is to be passed on to the respective buyer in the event of a possible resale.
19. Data access
For work that takes place on the CUSTOMER’s computers, the CUSTOMER assumes responsibility for authorized access to the relevant data. If work is carried out on SKyPRO AG’s own computers with a direct connection to the CUSTOMER’s computers within the scope of this order, all measures must be taken on both sides to prevent unauthorized access to the computer systems and data of the CUSTOMER and SKyPRO AG.
20. Confidentiality
When an order comes into force, both partners can get access to confidential or copyrighted information of the respective partner. This information is hereinafter referred to as “confidential information”. Information that is part of a publication is not confidential; or were already in the previous possession of one party and were neither directly nor indirectly acquired by the other party; or developed independently by a party. The CUSTOMER and SKyPRO AG agree that they will not make any of the partner’s confidential information accessible to third parties for the duration of this order and after it has expired. Both sides undertake to use the confidential information exclusively for the fulfillment of this order and to ensure that it is not passed on to any other person or to the public.
21. Liability
We are not liable under any circumstances for damage resulting directly or indirectly from operation, use, any malfunctions or operational downtime. In particular, any liability for consequential damage such as lost profit, claims for compensation by third parties or damage to recorded data is excluded.
22. The SKyPRO employees
The employment relationship of SKyPRO employees is not influenced by their work at the CUSTOMER. The CUSTOMER undertakes not to enter into an employment relationship or similar legal relationship with a SKyPRO employee for the duration of the service contract and within the following year without the written consent of SKyPRO AG, which is not refused without a valid reason. In the event of a violation, the CUSTOMER is obliged to pay SKyPRO AG compensation in the amount of CHF 50,000 per individual case in the sense of a contractual penalty. We reserve the right to assert further damages.
23. Law and Jurisdiction
Swiss law is exclusively applicable to any disputes. The place of jurisdiction is Zug. However, we reserve the right to operate the customer at any other competent location or to sue.
24. Final provision
The order and its annexes conclusively regulate all applicable provisions for IT services. Verbal agreements are not binding. Rights from this contract can only be assigned with the prior written consent of the partner. By taking note of these terms and conditions, the customer confirms that he agrees with them. Even after taking note of these provisions, agreements that have come about through mutual written expressions of will remain reserved.