General Terms & Conditions

  1. GENERAL PROVISIONS
    1. Scope
  1. These General Terms and Conditions (hereinafter referred to as «GTC») govern the conclusion, content, and performance of contracts between GWC GmbH (hereinafter referred to as «GWC») and its customers and clients (hereinafter jointly referred to as «the Customer»). They also apply to all future transactions with the Customer arising from ongoing business relationships.
  2. The rights and obligations of GWC and the customer (hereinafter jointly referred to as «the Parties» and individually referred to as «the Party»), particularly the scope of services, are primarily determined by individual contracts between the Parties. In the absence of any conflicting provisions, the provisions of these GTC shall apply. These GTC shall exclusively apply; any terms and conditions of the Customer that contradict or deviate from these GTC shall only be valid if and to the extent that GWC has expressly agreed to them.
  3. Amendments and additions to these AGB require a written agreement.

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  1. Conclusion of Contract
  1. A contract between the Customer and GWC is generally concluded by the execution of a written agreement.
  2. Oral offers or statements of intent by GWC serve solely as information and do not constitute binding contract offers. Only if GWC provides the Customer with a written offer and the Customer accepts this offer, a contract based on these GTC is concluded.

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  1. Definitions
  1. Contract:  means the entirety of the documents belonging to the Agreement (i.e. main document including all related components such as GTC and other annexes).
  2. Contract Document: means the main document belonging to the Agreement (i.e. excluding other related components such as GTC and other annexes).
  3. Standard software: Software that is produced with a view to a large number of different customers, without taking into account predefined requirements of the service recipient at code level.
  4. Cloud solution: Infrastructure as a Service (IaaS), Platform as a Service (PaaS), Software as a Service (SaaS), i.e. services provided to the customer via a cloud portal of GWC or one of its business partners basically on the basis of a usage license.
  5. Releases: Further developments of standard software, including firmware, which are referred to as minor versions (updates) or major versions (upgrades). New releases feature new functionalities, bug fixes and/or improved performance.
  6. Patch: Minor change to a software, usually to fix a bug or security problem in a software.
  7. Incident: A malfunction that restricts or impairs the contractually agreed usability or availability of the Software. This also includes malfunctions caused by third parties, in particular through interaction with hardware or other software.

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  1. Involvement of Third Parties
  1. GWC is authorized to perform services, either entirely or partially, through third parties (e.g., suppliers, subcontractors) both domestically and internationally. GWC remains responsible for the proper performance of the services by the involved third parties.
  2. Substitution is permissible, subject to explicit agreements to the contrary.

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  1. Place of Performance and Transfer of Benefits and Risks
  1. The place of performance is generally agreed upon individually in the contractual document.
  2. Unless expressly agreed otherwise or determined by the nature of the respective contract, GWC's registered office shall be considered the place of performance.
  3. The transfer of benefits and risks to the Customer occurs at the legally earliest permissible time, depending on the nature of the respective contract.

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  1. Remote Access
  1. Unless expressly agreed otherwise, GWC is entitled to utilize remote access to the Customer's software and hardware environment in order to perform its services. Remote access is solely for the purpose of fulfilling the respective contract.
  2. The technical facilities for remote access shall be determined by mutual agreement of the Parties. In case of doubt, the selection and use of technical means shall be at the discretion of GWC.
  3. The Customer grants GWC access to the software and hardware environment and ensures that the necessary access rights and permissions are granted.
  4. Unless expressly agreed otherwise, each Party shall bear the respective costs for their own technical facilities required for remote access.
  5. GWC undertakes to execute remote access in accordance with applicable Swiss law and the necessary security measures.
  6. If GWC performs services via remote access, the Parties shall take all economically reasonable and technically and organizationally feasible measures to protect the data traffic from unauthorized access by third parties and to comply with confidentiality (section r.) and data protection (section s.) obligations.

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  1. Changes in Services
  1. Each Party is entitled to request a change in the scope of services under a contract at any time from the other Party.
  2. If the Customer requests a change, GWC will inform the Customer in writing, within a reasonable period, of the effects of the requested change (e.g., on compensation and timelines) without suspending or ceasing the performance of the contracted services. Unless there is a valid reason, GWC will not unreasonably reject the requested change. Valid reasons for rejection include, but are not limited to, situations where the requested change jeopardizes the fulfillment of a contract or where the necessary resources for the change are not available to GWC or would require disproportionate efforts.
  3. The Customer may reject change requests from GWC without providing reasons.

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  1. Instructions and Information from the Customer
  1. If the Customer is authorized to give instructions to GWC determined by the nature of the respective contract or if this is expressly agreed upon, the Customer undertakes to provide clear and appropriate instructions to GWC, and upon request, in writing. If the Customer's instructions result in additional costs for GWC, subject to any differing agreements, GWC is entitled to pass on these costs in accordance with the applicable compensation provisions.
  2. GWC is not obliged to comply with improper instructions from the Customer. However, GWC always strives to accommodate desired changes requested by the Customer regarding the performance of services, provided it is reasonable within the operational capacities and professional focus, particularly in terms of effort, scheduling, and consideration of the Customer's interests. GWC may also deviate from the Customer's instructions if it can be assumed, based on the circumstances, that the Customer would approve the deviation if aware of the situation.
  3. The Customer is obliged to timely provide all data, information, and documents that may be relevant for GWC in the performance of services. Data that needs to be processed and exists in electronic form should be electronically transmitted to GWC in a generally accepted machine-readable format.
  4. The Customer shall provide GWC with truthful information. GWC is entitled to rely on the information provided by the Customer, including numerical data, as being accurate. GWC is entitled to believe the Customer's statements and is not obligated to conduct further investigations.
  5. The Customer is obliged to notify GWC in a timely manner and, if possible, in advance, of any changes in their address, telephone number, bank details, etc., or if they will be unreachable for an extended period of time. This also applies to changes in the company, ownership structure, legal form of the Customer, etc. The new information must be provided to GWC in writing upon request.

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  1. Customer's Obligations to Cooperate
  1. The Customer is obliged to support GWC to the best of their abilities and in a timely manner in the performance of services and to create the necessary conditions for this purpose. This includes, but is not limited to, providing the necessary information and documents, granting access to buildings, technical equipment and facilities, providing access to software and hardware documentation, etc.
  2. Unless agreed otherwise, the Customer fulfills their obligations to cooperate without incurring any cost consequences for GWC.

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  1. Customer's Default
  1. If the Customer fails to meet agreed-upon deadlines for the provision of services of any kind (so-called fixed-date transactions), they will automatically be in default without any reminder from GWC.
  2. In all other cases not specifically designated, default occurs through a reminder from the respective party.
  3. If the Customer defaults on their payment obligations or if any other default occurs for reasons that make it unreasonable for GWC to continue performing services, GWC is entitled to temporarily suspend the performance of services until the payment is made or the default is otherwise resolved.
  4. The temporary suspension of the performance of services or the rescheduling of deadlines does not release the Customer from their payment obligations for services already performed or from their other contractual obligations.

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  1. GWC's Deadlines
  1. The deadlines communicated by GWC are generally non-binding unless expressly designated as binding in writing by GWC. GWC always strives to meet non-binding deadlines. Any standby and response times remain reserved.
  2. GWC will commence the provision of services no earlier than after receiving written authorization from the customer.
  3. If GWC exceeds a bindingly agreed-upon deadline by more than [30] calendar days, the Customer may notify GWC in writing of the default and grant GWC a grace period of at least [30] calendar days to fulfill the corresponding obligations. If GWC fails to fulfill its obligations within this grace period, the Customer is entitled to terminate the contract and claim damages for delayed performance, provided that the damage was caused intentionally or through gross negligence. The Customer may not assert any further claims for deadline exceeding. Refund of already paid fees is excluded in the event of contract termination.

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  1. Standby and Response Times
  1. Standby Times: GWC's standby period extends from Monday to Friday between [9:00] and [12:00] and [14:00] and [17:00] CET. Public holidays at GWC's location are not included in these standby times.
  2. Response Times: In the event of malfunctions that significantly impair or prevent the intended use of software by the Customer, GWC will commence rectifying the issue within [6] hours after receiving the malfunction report. In all other cases, GWC will commence rectification within [24] hours. GWC does not guarantee the ability to rectify malfunctions within the agreed-upon response times. The Parties may agree to have malfunctions rectified outside of the standby period at GWC's prevailing rates for overtime, night work, or Sunday work.

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  1. Compensation
  1. GWC's compensation is generally agreed upon individually in the contract document. Individually agreed prices apply to the agreed scope of services and take precedence over GWC's applicable price lists.
  2. Unless otherwise explicitly agreed, the compensation for GWC's services is determined by the current price lists. In case of discrepancies between the price lists in the GTC and on the website, the price lists with the more recent date shall prevail. Prices are exclusive of VAT or any other taxes or levies.
  3. Unless otherwise explicitly agreed, the Customer is obliged to pay the hourly or daily rate specified in the offer as compensation for the provision of services by GWC. A working day consists of 8 hours. If the duration of services exceeds 8 hours, it shall be compensated accordingly. The following factors apply as surcharges to the hourly or daily rate:
  1. Factor 1.0: Monday to Thursday from 8:00 a.m. to 7:59 p.m.;
  2. Factor 1.0: Friday from 8:00 a.m. to 5:59 p.m.;
  3. Factor 1.5: Monday to Thursday from 8:00 p.m. to 7:00 a.m.;
  4. Factor 1.5: Friday from 6:00 p.m. to 11:59 p.m.;
  5. Factor 2.0: Saturday from 12:00 a.m. to 11:59 p.m.;
  6. Factor 2.0: Sundays and public holidays;
  7. Factor 2.0: Monday from 12:00 a.m. to 7:59 a.m.;
  8. Factor 0.5: Standby duty at GWC's premises or home office;
  9. Factor 1.0: Work performed during standby duty; a minimum of 1.0 hour will be billed per assignment.
  1. The duration of services is determined by multiplying the working time by one or more factors.
  2. Working time is recorded and billed in units of 15 minutes.
  3. For on-site assignments within the cantons of Zurich, Zug, and Aargau, a minimum of 2 hours will be billed.
  4. For on-site assignments outside the cantons of Zurich, Zug, and Aargau, a minimum of 4 hours will be billed.
  5. For on-site assignments outside Switzerland, a minimum of 8 hours will be billed.
  6. A time sheet provided by GWC is sufficient for documenting the hours worked and does not require further justification, apart from timely notification to the Customer.
  7. The compensation resulting from the duration of services is exclusive of VAT or any other taxes or levies.
  8. Expenses and costs will be reimbursed upon submission of supporting documentation:
  1. For car travel, a mileage flat rate of CHF 0.50 excluding VAT is agreed upon;
  2. First-class train travel (plus any surcharges if applicable);
  3. Accommodation costs of approximately CHF 150.00 per night; 
  4. Travel time is considered half of the working time and will be compensated;
  5. No travel costs are incurred within the canton of Zurich;
  6. Other costs and fees such as telephone, postage, parking, etc.
  1. Unless explicitly agreed otherwise, the Customer is obliged to compensate GWC for the rectification of malfunctions outside the standby period at GWC's prevailing rates for overtime, night work, or Sunday work (clause 3.f. of this section).

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  1. Payment Terms
  1. The payment terms are generally agreed upon individually in the contract document. 
  2. Unless explicitly agreed otherwise, payments from the Customer are due within 10 calendar days from the date of the invoice.
  3. GWC accepts payments via bank transfer and credit card. A processing fee of [1%] will be charged for credit card payments.
  4. In case of payment default, statutory default interest will be charged. The calculation of default interest starts from the next working day following the due date on the invoice.
  5. In the event of payment default, the Customer is obligated to bear all reminder and collection costs necessary for the collection of outstanding debts.
  6. The Customer has the right to set-off only against undisputed or legally established claims by GWC.

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  1. Retention of Title
  1. GWC retains ownership of the items, materials, data, or other information provided by GWC until full payment of all claims (including all outstanding balances from the current or future business relationships) owed to GWC by the Customer.
  2. The Customer shall keep the property of GWC free of charge and in trust. The Customer shall not modify or remove any markings, copyright notices, logos, or ownership statements of GWC on the items, materials, data, or other information in any form.

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  1. Intellectual Property Rights
  1. Unless expressly agreed otherwise, all existing intellectual property rights, including but not limited to copyrights, trademarks, patent rights, and other proprietary rights, regarding the services performed by GWC, products supplied, or works created, remain with GWC.
  2. Unless expressly agreed otherwise, the Customer is granted a non-exclusive, non-transferable, revocable, and generally chargeable license to use the services performed by GWC, products supplied, or works created. Transfer or sublicensing of any intellectual property rights is not permitted without prior written consent from GWC.
  3. The Customer agrees to respect GWC's intellectual property rights and refrain from any actions that may jeopardize or infringe upon these rights.
  4. The Customer assures GWC that they possess all necessary rights to use the content provided to GWC and that such content does not violate any applicable laws or the intellectual property rights of third parties.

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  1. Infringement of Intellectual Property Rights
  1. If the Customer violates their undertaking as stated in section I.p.3 and infringes upon the intellectual property rights of third parties through their actions or the content provided to GWC, they shall be solely responsible for any resulting claims, lawsuits, or damages.
  2. The Customer shall indemnify and hold GWC harmless from any claims, lawsuits, or damages arising from the infringement of third-party intellectual property rights through their own actions or the content provided to GWC, unless such infringement is due to intentional or grossly negligent behavior on the part of GWC.
  3. GWC reserves the right to take appropriate measures to cease or prevent the infringement of third-party intellectual property rights, including temporarily or permanently blocking the Customer's access to the services provided, products supplied, or works created.
  4. The Customer agrees to promptly inform GWC of any known infringement of third-party intellectual property rights related to the services performed, products supplied, or works created by GWC.

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  1. Confidentiality
  1. The Parties agree to treat all confidential information received during the course of the business relationship as confidential and not to disclose it to third parties or use it for purposes other than fulfilling the contract, unless expressly agreed otherwise in writing or required by law.
  2. Confidential information includes any information disclosed by one Party that is marked as confidential or that must be considered confidential due to its nature. This includes, but is not limited to, customer data, technical specifications, software source code, trade secrets, and other sensitive information.
  3. The obligation of confidentiality also applies beyond the duration of the contract and remains in effect indefinitely after the termination of the contract.
  4. Each Party undertakes to take reasonable measures to ensure that its employees, subcontractors, or other involved third parties who have access to confidential information are also bound by the obligation of confidentiality. In case of doubt, this obligation shall be imposed on their employees and on third parties involved in fulfilling the contract.
  5. The obligation of confidentiality does not apply to information that is already publicly known at the time of disclosure or that later becomes publicly known without any fault of the receiving party, unless it is based on a breach of a confidentiality agreement.
  6. In the event of a breach of the obligation of confidentiality by one Party, the other Party is entitled to take appropriate legal and financial measures to protect its rights and remedy any damage.

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  1. Data Protection and Data Security
  1. GWC always strives to comply with the applicable data protection regulations. The handling of personal data is regulated, unless expressly agreed otherwise, for example, in individual data processing agreements in accordance with the European General Data Protection Regulation (GDPR; Regulation (EU) 2016/679), as stated in GWC's applicable privacy policy. Additional and deviating provisions of this section remain reserved.
  2. The Parties undertake to comply with the provisions of Swiss data protection legislation. They commit to taking economically reasonable and technically and organizationally feasible precautions to effectively protect the data generated in the course of contract processing against unauthorized third-party access.
  3. Personal data may only be processed to the extent necessary for the fulfillment and performance of the contract and within the scope provided in GWC's privacy policy. Within this scope and for this purpose, personal data may also be disclosed to a company affiliated with one of the Parties, either domestically or abroad, provided that the requirements of Swiss data protection legislation are met.
  4. The Parties extend these obligations to their employees and third parties involved in the performance of the contract.
  5. The Customer is responsible for informing the affected individuals about the processing of their data and, if necessary, obtaining the necessary consents (including the authorization for transferring data processing to GWC if expressly provided for).
  6. GWC only stores and processes data that is necessary for the provision of services, for the handling and maintenance of the customer relationship, in particular ensuring a high quality of service, for the security of operations and infrastructure, as well as for invoicing and potential legal defense. However, the Customer consents to GWC obtaining information about them or disclosing data concerning their payment behavior in connection with the conclusion and execution of this contract, using and processing his data for the needs-based design and development of its services, products, and customized offers.
  7. If a service is provided by GWC together with involved third parties, or if the Customer obtains services from third parties as part of their obligations to cooperate, GWC may disclose data about the Customer to these third parties to the extent necessary for the performance of such services or debt collection or in connection therewith. The Customer also consents to the transfer of data abroad in compliance with the applicable data protection regulations, to the extent that GWC deems this necessary.

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  1. Use of References
  1. With the conclusion of the contract, GWC reserves the right to use the Customer, including their company emblem, as a reference for its own advertising purposes. This includes the use of the Customer's logo on GWC's own websites and in presentations. No usage beyond this scope will take place.

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  1. Duration and Termination
  1. The duration of a contract and the provisions regarding termination are generally based on the individual agreements stated in the contract document. In the absence of explicit agreements or unless specified by the nature of the contract otherwise, the contract is considered to be indefinite.
  2. In the case of ordinary termination of an indefinite contract, the statutory notice periods apply.
  3. Im Falle einer ordentlichen Kündigung von einem Vertrag auf unbestimmte Zeit gelten die gesetzlichen Kündigungsfristen.
  4. Each Party has the right to terminate a contract with immediate effect for an important reason. An important reason exists, in particular but not exclusively, in the following circumstances: 
  1. Serious breaches of contractual obligations by the other Party;
  2. Insolvency or insolvency of the other Party;
  3. Serious violation of legal provisions or official orders;
  4. Other serious breaches of contract that make the continuation of the contractual relationship unreasonable.
  1. The Termination shall be in writing.
  2. Upon termination of a contract for any reason, the Customer is obliged to promptly return all items, materials, data, or other information provided by GWC and to destroy all copies.

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  1. Liability
  1. GWC is only liable for damages that are intentionally or grossly negligently caused and that are direct and immediate.
  2. GWC is not liable for damages that are ordinarily or slight negligently caused.
  3. GWC is not liable for loss of profit or indirect or consequential damages.
  4. In any case, liability is limited to the actual proven damages incurred. Unless expressly agreed otherwise in the contract document, GWC's liability is limited to a maximum of CHF 100,000 per contract.
  5. GWC is liable for the actions of subcontractors or third parties in accordance with the above provisions.
  6. Limitations of liability and exclusions of liability apply to both contractual and non-contractual or quasi-contractual claims.

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  1. Contract amendments, contradictions, and invalidity
  1. Changes and additions to a contract, as well as its termination, require a written agreement.
  2. In case of contradictions among the provisions, the following order of precedence applies: Contract document, written offer, general terms and conditions (GTC), Customer's request for quotation.
  3. If individual provisions of a contract or these general terms and conditions are invalid or unlawful, the validity of the corresponding contract or these GTC shall not be affected. In such a case, the invalid provision shall be replaced by an effective provision that is economically equivalent. The same applies in the event of a contractual gap.

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  1. Assignment and Pledge
  1. Unless expressly agreed otherwise, GWC is entitled to pledge or assign claims against the Customer.
  2. Without prior express consent from GWC, the Customer is not entitled to pledge or assign claims against GWC or third parties engaged by GWC.

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  1. Applicable Law and Jurisdiction
  1. Swiss law shall exclusively apply, excluding the conflict of laws provisions.
  2. The exclusive place of jurisdiction for all contracts with GWC is Zurich.

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  1. Vienna Sales Convention
  1. The provisions of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (Vienna Sales Convention; SR 0.221.211.1) are hereby excluded.

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  1. SPECIFIC PROVISIONS: CREATION OF A WEBSITEsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject Matter
  1. The subject matter of such contracts is the creation of a website by GWC in accordance with any agreed-upon schedule and requirements specifications. Unless expressly agreed otherwise, the website shall be created in a workmanlike manner in accordance with recognized rules of technology.
  2. Generally, upon reaching agreed-upon deadlines or milestones, GWC shall provide the Customer with a progress report without being prompted.
  3. Unless expressly agreed otherwise, the creation of a website includes the following partial services:
  1. Installation of the website's base program software;
  2. Web design: Custom layout created from the customer's documents/information in digitized form;
  3. Installation on the Customer's server;
  4. Structuring of the web presence and navigation; and
  5. Provision of a backup for the Customer.
  1. Unless expressly agreed otherwise, GWC will design the website in such a way that the Customer can update, modify, and publish it on any desired host or server. Any training services, if applicable, are generally not part of the contract and are subject to section V. SPECIAL CONDITIONS: TRAINING SERVICES.
  2. The delivery of the website shall be arranged between the Parties. The operation of a website is solely the Customer's responsibility.

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  1. Customer's Obligation to Cooperate
  1. The Customer is obligated to provide GWC with the necessary content for the creation of the website in a timely manner and in a digital format, taking full responsibility for such provision. 
  2. GWC is not obligated to review the content provided by the Customer, particularly with regard to its suitability for achieving the intended purpose of creating the website.
  3. The content to be provided by the Customer includes, in particular, all texts, photographs, graphics, etc., to be used according to the Customer's preferences.

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  1. Rights to a Website
  1. Unless expressly agreed otherwise, any website created by GWC during the course of work, including any intermediate results, shall belong to GWC. In such cases, GWC grants the Customer a simple, perpetual, non-exclusive right to use the website for their own purposes without geographical restrictions.
  2. Unless expressly agreed otherwise, the Customer is authorized to make copies of the website in accordance with recognized rules of technology only to the extent necessary for contractual use. Such necessary copies include the installation of standard software on a storage medium, loading standard software into the computer's memory, creating a reasonable number of backup copies of standard software solely for backup purposes (including regular backups for data recovery after a system failure), and the temporary use of standard software on a backup system. Copies of standard software must be clearly marked as such and include the copyright notice of the original data carrier, and they may not be used for other purposes. Any accompanying documentation may only be copied to the extent necessary for the contractual use of the corresponding work.
  3. Unless expressly agreed otherwise, the Customer only acquires usage rights explicitly specified and mandatorily provided by law for a website. The Customer is not entitled, in particular, to decompile or modify (including error corrections) a website without GWC's consent, nor to grant sub-licenses for a website. Article 21 of the Swiss Copyright Act (URG) (SR 231.1) remains reserved.
  4. Unless expressly agreed otherwise, the Customer is entitled to parameterize a website and make it interoperable with third-party software.

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  1. Requirements Specification
  1. A requirements specification (including functional and technical specifications, web design, operating conditions, performance parameters, quality standards, and interfaces) defines all the requirements that a website must meet. The requirements specification is attached to a contract as an appendix.
  2. Unless expressly agreed otherwise, the Customer is responsible for developing the requirements specification. GWC provides reasonable and appropriate advice to the Customer in the creation of the requirements specification. Additional development costs caused by an inadequate or incomplete requirements specification shall be borne by the Customer, unless these additional costs are due to inadequate advice provided by GWC.
  3. If GWC is responsible for developing the requirements specification, it will be done in continuous coordination with the Customer. Any deficiencies or incompleteness in the requirements specification must be reported by the Customer no later than at the acceptance of the requirements specification. If subsequently reported deficiencies or incompleteness in the requirements specification are taken into account by GWC during the work, resulting additional costs shall be borne by the Customer if the deficiencies or incompleteness were or should have been recognizable to the Customer at the time of acceptance. Otherwise, the additional costs shall be borne by GWC.

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  1. Schedule
  1. GWC generally carries out work in phases. The subject and objectives of each work phase, as well as the dates and/or milestones agreed upon by the Parties for each phase, are specified in the schedule. The schedule is attached to the contract as an appendix.
  2. If GWC is unable to meet a deadline and/or milestone due to reasons attributable to GWC, the Customer shall grant a reasonable first grace period, which may result in the subsequent dates and/or milestones being extended accordingly. If the first grace period is not met, the Customer may set a final reasonable second grace period, which may again extend the subsequent dates and/or milestones. If the second grace period is also not met, the Customer is entitled to withdraw from the contract.
  3. If GWC is unable to meet a deadline and/or milestone due to reasons not attributable to GWC, the Parties are obliged to mutually adjust the schedule as necessary to accommodate the changed circumstances. Subsequent dates and milestones are to be extended by the duration of the delay that occurred.

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  1. Acceptance Test
  1. The subject of an acceptance test by the Customer is the website created by GWC in accordance with the requirements specification. The purpose of an acceptance test is to verify whether a website meets the agreed-upon characteristics specified in the requirements specification. Otherwise, it constitutes a defect for which warranty applies. Each development phase undergoes at least one acceptance test (partial acceptance). The results agreed upon for each development phase are the subject of a partial acceptance.
  2. GWC is entitled to participate in an acceptance test.
  3. An acceptance test takes place either at the specified time in the schedule or at least 5 working days after GWC has notified the Customer of readiness for acceptance.
  4. The acceptance test is conducted regardless of any defects that may arise. The Customer may claim 15 working days for an acceptance test.
  5. An acceptance test is considered successfully completed if no significant defects are identified. Insignificant defects do not prevent acceptance.
  6. Significant defects are considered deviations from the agreed-upon characteristics specified in the requirements specification that significantly impair or negate the intended use of the website by the Customer.
  7. For partial acceptance tests, significant defects are considered deviations from the agreed-upon characteristics specified in the requirements specification that (i) significantly impair or prevent the continuation of work or (ii) make a significant impairment or negation of the intended use of the website likely.
  8. Insignificant defects are considered any deviations from the specified requirements in the requirements specification that do not constitute significant defects.

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  1. Material and Legal Warranty
  1. The Parties agree on the deadlines for rectifying any defects identified during the acceptance test, taking into reasonable consideration the severity of the defects as well as GWC's operational capacity and professional focus.
  2. Unless expressly agreed otherwise
  1. GWC shall rectify insignificant defects at its own expense within 10 calendar days from the date of the acceptance protocol;
  2. GWC shall remedy significant defects at its own expense within 30 calendar days from the date of the acceptance protocol. Upon completion of the rectification, the Customer will conduct a second acceptance test.
  1. If the second acceptance test also reveals significant defects, the Customer may, within 10 calendar days, at their option: (i) demand that GWC rectify the significant defects within a reasonable period set by the Customer; (ii) request a reasonable reduction in compensation from GWC due to the diminished value of the website; (iii) have the significant defects rectified by a third party at the expense of GWC (substitute performance); or (iv) withdraw from the contract.
  2. GWC indemnifies the Customer from any liability for the infringement of third-party Swiss intellectual property rights, to the extent that such infringement is exclusively caused by the intended use of the website.
  3. The Customer shall promptly inform GWC in writing about any third-party claims and authorize GWC to conduct the defense, including reaching a settlement. The Customer shall provide reasonable and feasible support to GWC.
  4. The Customer's warranty rights shall cease if the Customer, through instructions contrary to GWC's explicit guidance on execution or in any other way, is responsible for the defects themselves.

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  1. Benefit and Risk
  1. Benefit and risk transfer to the Customer upon successful (partial) acceptance.

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  1. Duration and Termination of a Usage License
  1. A usage license is granted upon successful acceptance of the website and full payment of the due compensation by the Customer.
  2. Unless expressly agreed otherwise, GWC cannot terminate the usage license by ordinary termination.
  3. The right to terminate the license for cause remains reserved.

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  1. Consequences of Termination / Obligation to Return
  1. Upon termination of a usage license, the Customer is obliged to immediately and without request return the website and all copies thereof to GWC and/or delete them from storage devices. Unless otherwise provided in the contract, the Customer is not permitted to demand a refund of already paid compensation upon termination of the contract for any reason.

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  1. SPECIAL PROVISIONS: CREATION OF A WORKsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject Matter
  1. The subject matter of such contracts is the achievement of a specific outcome through the work carried out by GWC in accordance with any agreed-upon schedule and requirements specifications. Unless expressly agreed otherwise, the desired outcome shall be achieved in a workmanlike manner in accordance with recognized rules of technology.
  2. The work performed by GWC is usually carried out in regular coordination with the Customer.
  3. GWC typically provides the Customer with regular progress reports, without prompting, upon reaching agreed-upon deadlines or milestones.

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  1. Customer's Obligation to Cooperate
  1. The Customer is obligated to provide GWC with the necessary content for ist work in a timely manner and in a digital format, taking full responsibility for such provision.
  2. GWC is not obligated to review the content provided by the Customer, particularly with regard to its suitability for achieving the intended purpose of the work.
  3. The content to be provided by the Customer includes, in particular, all texts, photographs, graphics, etc., to be used according to the Customer's preferences,

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  1. Rights to the Work
  1. The work created by GWC as part of the project (e.g., custom software) and any independent interim results shall belong to the Customer, unless expressly agreed otherwise in the contract. In such cases, GWC transfers ownership and all intellectual property rights to the Customer, including the software source code. GWC undertakes, in these cases, to take all necessary measures to ensure that ownership and intellectual property rights in the work results are fully and unencumbered transferred to the Customer. In these cases, and unless otherwise agreed, the customer grants GWC an irrevocable and non-exclusive authorization to use, exploit, reproduce, modify, distribute, or further develop the work results in whole or in part, for itself or for third parties.

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  1. Requirements Specification
  1. A requirements specification (including functional and technical specifications, operating conditions, performance parameters, quality standards, and interfaces) defines all the requirements that a website must meet. The requirements specification is attached to a contract as an appendix.
  2. Unless expressly agreed otherwise, the Customer is responsible for the development of the requirements specification. GWC provides reasonable and appropriate advice to the Customer in the creation of the requirements specification. Additional development costs caused by an inadequate or incomplete requirements specification shall be borne by the Customer, unless these additional costs are due to inadequate advice provided by GWC.
  3. If GWC is responsible for developing the requirements specification, it will be done in continuous coordination with the Customer. Any deficiencies or incompleteness in the requirements specification must be reported by the Customer no later than at the acceptance of the requirements specification. If subsequently reported deficiencies or incompleteness in the requirements specification are taken into account by GWC during the work, resulting additional costs shall be borne by the Customer if the deficiencies or incompleteness were or should have been recognizable to the Customer at the time of acceptance. Otherwise, the additional costs shall be borne by GWC.

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  1. Schedule
  1. GWC generally carries out work in phases. The subject and objectives of each work phase, as well as the dates and/or milestones agreed upon by the Parties for each phase, are specified in the schedule. The schedule is attached to the contract as an appendix.
  2. If GWC is unable to meet a deadline and/or milestone due to reasons attributable to GWC, the Customer shall grant a reasonable first grace period, which may result in the subsequent dates and/or milestones being extended accordingly. If the first grace period is not met, the Customer may set a final reasonable second grace period, which may again extend the subsequent dates and/or milestones. If the second grace period is also not met, the Customer is entitled to withdraw from the contract.
  3. If GWC is unable to meet a deadline and/or milestone due to reasons not attributable to GWC, the Parties are obliged to mutually adjust the schedule as necessary to accommodate the changed circumstances. Subsequent dates and milestones are to be extended by the duration of the delay that occurred.

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  1. Acceptance Test
  1. The subject of an acceptance test by the Customer is the work created by GWC in accordance with the requirements specification. The purpose of an acceptance test is to verify whether a work meets the agreed-upon characteristics specified in the requirements specification. Otherwise, it constitutes a defect for which warranty applies. Each development phase undergoes at least one acceptance test (partial acceptance). The results agreed upon for each development phase are the subject of a partial acceptance.
  2. GWC is entitled to participate in an acceptance test.
  3. An acceptance test takes place either at the specified time in the schedule or at least 5 working days after GWC has notified the Customer of readiness for acceptance.
  4. The acceptance test is conducted regardless of any defects that may arise. The Customer may claim [15] working days for an acceptance test.
  5. Significant defects are considered deviations from the agreed-upon characteristics specified in the requirements specification that significantly impair or negate the intended use of the work by the Customer.
  6. For partial acceptance tests, significant defects are considered deviations from the agreed-upon characteristics specified in the requirements specification that (i) significantly impair or prevent the continuation of work or (ii) make a significant impairment or negation of the intended use of the work likely.
  7. Insignificant defects are considered any deviations from the specified requirements in the requirements specification that do not constitute significant defects.

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  1. Material and Legal Warranty
  1. The Parties agree on the deadlines for rectifying any defects identified during the acceptance test, taking into reasonable consideration the severity of the defects as well as GWC's operational capacity and professional focus.
  2. Unless expressly agreed otherwisesome text
    1. GWC shall rectify insignificant defects at its own expense within 10 calendar days from the date of the acceptance protocol;
    2. GWC shall remedy significant defects at its own expense within 30 calendar days from the date of the acceptance protocol. Upon completion of the rectification, the Customer will conduct a second acceptance test.
  3. If the second acceptance test also reveals significant defects, the Customer may, within 10 calendar days, at their option: (i) demand that GWC rectify the significant defects within a reasonable period set by the Customer; (ii) request a reasonable reduction in compensation from GWC due to the diminished value of the website; (iii) have the significant defects rectified by a third party at the expense of GWC (substitute performance); or (iv) withdraw from the contract.
  4. GWC indemnifies the Customer from any liability for the infringement of third-party Swiss intellectual property rights, to the extent that such infringement is exclusively caused by the intended use of the work.
  5. The Customer shall promptly inform GWC in writing about any third-party claims and authorize GWC to conduct the defense, including reaching a settlement. The Customer shall provide reasonable and feasible support to GWC.
  6. The Customer's warranty rights shall cease if the Customer, through instructions contrary to GWC's explicit guidance on execution or in any other way, is responsible for the defects themselves.

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  1. Benefit and Risk
  1. Benefit and risk transfer to the Customer upon successful (partial) acceptance.

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  1. SPECIAL TERMS: CLOUD SOLUTIONS / LICENSE GRANTsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject Matter
  1. The subject matter of contracts for cloud solutions is the provision of access to a cloud portal operated by GWC or one of its business partners, as well as the provision and delivery of cloud services within the chosen service model by the Customer, in exchange for payment of a one-time or recurring license fee.
  2. Access to the cloud portal is generally granted by providing the option to create user accounts.
  3. Delivery Point: The provision of cloud services is carried out by (i) connecting the GWC's or its business partner's cloud portal to the Internet or (ii) connecting the GWC's or its business partner's cloud portal to the Customer's telecommunication connection when accessed from a secure customer network.
  4. User documentation is provided electronically and/or in writing.
  5. The provision of cloud services is performed through the accessibility of a cloud service via the GWC's or its business partner's cloud portal within the chosen service model by the Customer.
  6. Die Erbringung von Cloud-Services erfolgt durch die Abrufbarkeit eines Cloud-Services über das Cloud-Portal von GWC oder eines ihrer Geschäftspartner im Rahmen des vom Kunden gewählten Service-Modells.
  7. Service Model: The cloud service ordered by the Customer, along with all its agreed or GWC-defined characteristics, including but not limited to technical specifications, terms of use, user documentation, and any associated service level.

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  1. Characteristics of Cloud Services
  1. The technical specifications, terms of use, and user documentation for individual cloud services are generally agreed upon in the contract document. They can also be viewed in the corresponding cloud portal.
  2. GWC reserves the right to make minor changes to the technical specifications, terms of use, and user documentation at any time.
  3. Unless expressly agreed otherwise, significant changes will be announced by GWC with a notice period of at least [3] months. If the Customer does not wish to accept the changes, they are entitled to terminate the contract or individual cloud services in accordance with the applicable termination provisions. Significant changes include:some text
    1. Significant limitations of functionalities of cloud services ;
    2. Restrictions and reductions of service levels;
    3. Termination of operation of cloud services; or
    4. Price increases of more than 5%.

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  1. Cloud Portal and Connectivity
  1. The Customer can utilize cloud services within the chosen service model through their user account in the cloud portal. They may also create additional users and assign permissions based on predefined roles.
  2. The Customer is responsible for establishing and maintaining the necessary telecommunications connection between their data center and the point of service provision for the proper use of the cloud portal and cloud services.
  3. If the Customer wishes to have the telecommunications connection exclusively through their secured Customer network, the setup and connectivity will be individually agreed upon in a separate contract. The secure connection to the Customer network can be established either through MPLS (Multiprotocol Label Switching) or VPN (Virtual Private Network).

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  1. Code Compliance
  1. Unless expressly agreed otherwise, GWC is not restricted in the use of libraries, frameworks, code snippets, images, texts, artifacts, etc., to develop a cloud service.

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  1. Usage Rights and License Conditions
  1. Prior to the provision of a cloud service, the Customer is obligated to accept the applicable license conditions.
  2. Granting a usage license, subject to the applicable license conditions, is done upon the provision of a cloud service.
  3. The type and scope of a usage license are generally agreed upon in the contractual agreement.
  4. Unless expressly agreed otherwise, GWC grants the Customer a non-exclusive, non-transferable right, limited to the territory of Switzerland, to use the provided cloud services within the chosen service model, in accordance with the specifications, applicable license conditions, and these terms and conditions, for a period of 12 months, automatically renewable for subsequent 12-month periods. The authorized use includes the right to utilize any accompanying user documentation.
  5. GWC is responsible for licensing the cloud services it provides. The Customer is responsible for licensing any software they introduce into the cloud portal.
  6. The use of cloud services generally requires compatible devices, a telecommunications connection, the use of additional client software as defined in the applicable specifications and license conditions, and compliance with specified system requirements. The necessary client software will be made available to the Customer as a download. The Customer is responsible for complying with these requirements, which may change from time to time.
  7. The Customer is obligated to use the provided version of the client software and/or cloud services. GWC will notify the Customer of any updates to the client software and/or cloud services at least [3] months in advance. The Customer has no entitlement to use the latest version of the client software and/or cloud services. The Customer may only use the client software within the scope of the cloud services.
  8. The Customer shall use the functionalities of the client software and/or cloud services strictly in accordance with the applicable specifications, license conditions, and these GTC. No further use or transfer of the client software and/or cloud services to the Customer is permitted. The Customer may only use the client software and/or cloud services for its own business activities through its own personnel. The Customer shall take appropriate measures to prevent unauthorized access to the cloud services and their misuse.
  9. The Customer is obligated to keep their user account passwords confidential and protect them from unauthorized access by third parties.
  10. The permissible scope of use is generally limited to a certain number of persons, virtual or physical instances, transactions, and the like. If usage exceeds the permissible scope, the Customer shall pay an additional usage fee according to the applicable price lists. Any other claims by GWC remain unaffected.
  11. The Customer is not entitled to make changes to the client software and/or cloud services or have third parties make such changes. In particular, the Customer shall refrain from and shall not allow any third party to remove, modify, or obscure any copyright, trademark, or other proprietary notices appearing in connection with the client software and/or cloud services, copy, reverse engineer, decompile, or disassemble the client software and/or cloud services, attempt to derive the source code of the client software and/or cloud services by any means, sell, lease, license, transfer, grant a security interest in, or otherwise transfer any rights to the client software and/or cloud services, or exploit the client software and/or cloud services in an unauthorized manner.
  12. In the event that GWC provides new versions, updates, upgrades, or other new or replacement deliveries of the client software and/or cloud services during the usage period, the existing contractual provisions shall also apply to them.
  13. The Customer assumes sole responsibility for the content of the data and information processed in connection with the use of the respective cloud services.

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  1. Permitted Use of Cloud Services
  1. If GWC has adopted an Acceptable Use Policy for the respective cloud services, the current version of the Acceptable Use Policy can be accessed in the cloud portal. The Customer undertakes to comply with GWC's Acceptable Use Policy at all times.
  2. The Customer is obligated to indemnify GWC for claims brought by third parties resulting from unlawful use of the cloud services or arising from data protection, copyright, or other legal disputes associated with the non-contractual or unlawful use of the cloud services by the Customer. When using the cloud services, the Customer must comply with the applicable laws and must not infringe upon the rights of third parties, particularly intellectual property rights, personality rights, and name rights. The Customer shall refrain from storing, distributing, or displaying unlawful or immoral content, as well as harmful code.
  3. Unless expressly agreed otherwise, GWC is entitled to suspend or completely block the Customer's use of the cloud services in the event of suspected violations of the obligations outlined in the sections IV.e. and f. without prior notice. Refunds of already paid license fees are excluded.

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  1. Service-Level
  1. GWC always strives to avoid and rectify interruptions in the use of cloud services. The Customer acknowledges that disruptions cannot be completely eliminated even with due diligence, and uninterrupted functionality of the cloud services cannot be guaranteed.
  2. If specific parameters regarding the availability of cloud services are agreed upon ("Service Levels"), these Service Levels and the consequences of deviations from them, unless expressly agreed otherwise, are subject to the provisions of this section.
  3. The assignment of a cloud service to a Service Level entails the following:some text
    1. The corresponding price specified in the price lists applies;
    2. The designated operating time applies; and
    3. GWC aims to provide the cloud services according to the defined Key Performance Indicators (KPI).
  4. The availability of the respective cloud service is calculated as follows: Operatingtime - DowntimeOperatingtime . The time of announced interruptions as well as interruptions and disruptions attributable to circumstances beyond GWC's control, including interruptions and disruptions in the telecommunications connection, interruptions and disruptions caused by viruses, worms, trojans, and the like, or due to force majeure, events resulting from unauthorized or unlawful acts or omissions of the Customer or third parties, are not taken into account when calculating availability. 
  5. GWC is authorized to interrupt all or specific functions of the cloud service for the duration specified in the respective cloud service specification, per [month], during the defined hours for maintenance work. Such interruptions will be announced in the cloud portal at least [3] calender days in advance. GWC is also entitled to interrupt all or specific functions for urgent maintenance work and troubleshooting at any time and without prior notice.

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  1. Safeguarding of Data, Return, Disaster Recovery
  1. Unless expressly agreed otherwise, the Customer does not have access to backup services or long-term archiving. The regular retention periods are defined in the specifications of the respective cloud services. After the expiration of the retention period, GWC is authorized to overwrite stored data unless the Customer has ordered or extended long-term archiving. GWC shall not be liable for data loss after the expiration of the retention period.
  2. Unless expressly agreed otherwise, GWC does not provide disaster recovery services. The scope of the disaster recovery services, as well as the recovery time objectives (RTO) and recovery point objectives (RPO), are defined in the specifications of the respective cloud services.
  3. The Customer is solely responsible for regularly and no later than 30 calendar days after termination of the contract, copying their data from the GWC cloud portal to their own environment. The Customer may request GWC to provide their data on a standard storage medium and in a standard format. GWC will delete the Customer's stored data no earlier than 90 days after the termination of the contract unless the Customer informs GWC within this period that the data provided to them is not readable or complete. Failure to provide such notification shall be deemed as consent to the deletion of the data.

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  1. License Fee
  1. The amount of a license fee is generally agreed upon in the contract document. It is typically determined based on the service model chosen by the Customer.
  2. Unless expressly agreed otherwise, the applicable price lists of GWC at the time of granting the usage license shall apply.
  3. Unless expressly agreed otherwise, the license fee is for the granting of a usage license for a duration of 12 months.

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  1. Payment Terms
  1. Unless expressly agreed otherwise, the license fee is due for payment for the first time no later than upon the granting of a usage license, and subsequently, no later than on the next renewal date.

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  1. Material Warranty
  1. GWC warrants that a cloud service, when used in accordance with the contract, will fulfill the functions described in any accompanying user documentation or as otherwise agreed upon. Otherwise, a warranty claimable defect of the cloud service exists. Deviations from agreed-upon service levels remain reserved.
  2. The Customer acknowledges that disruptions cannot be completely excluded even with the necessary care, and the uninterrupted functionality of a cloud service cannot be guaranteed.
  3. The warranty period for a cloud service is [3] months from the granting of the usage license.
  4. During the warranty period, defects in the cloud service that are reported in accordance with the contract will be remedied by GWC through rectification or replacement delivery, at GWC's discretion. Rectification also includes bypassing or suppressing a defect.
  5. If rectification or replacement delivery fails repeatedly, the Customer is entitled to withdraw from the contract. Upon the Customer's declaration of contract withdrawal, their right to use the cloud service, including the associated user account and any accompanying user documentation, will cease. The license fee will be refunded to the Customer on a pro rata temporis basis.
  6. Further warranty claims by the Customer (including the right to reduce the license fee or claim damages) are expressly excluded.
  7. GWC is released from the obligation of warranty to the extent that a defect in a cloud service can be attributed to circumstances beyond its control.
  8. The technical data, specifications, and performance descriptions contained in any accompanying user documentation or other materials provided by GWC do not constitute warranties unless expressly and specifically designated as such in writing by GWC.

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  1. Legal Warranty
  1. Unless expressly agreed otherwise, GWC indemnifies the Customer from any liability for the infringement of third-party Swiss intellectual property rights, to the extent that such infringement is solely caused by the contractual use of a cloud service.
  2. The Customer shall promptly notify GWC in writing of any third-party claims and authorize GWC to conduct the defense, including the conclusion of a settlement. The Customer shall provide reasonable and necessary support to GWC.
  3. At its discretion, GWC may provide the Customer with the right to continue using a cloud service to defend against third-party claims, or replace or modify a cloud service without a deterioration of the functions described in any accompanying user documentation or as otherwise agreed upon. If none of these measures are feasible for GWC, GWC is entitled to withdraw from the contract. Upon GWC's declaration of contract withdrawal, the Customer's right to use the cloud service, including the associated user account and any accompanying user documentation, will cease. The license fee will be refunded to the customer on a pro rata temporis basis.
  4. Any further warranty by GWC to the customer in the event of actual or alleged third-party claims is excluded.

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  1. Notice and Examination Obligations
  1. The Customer is obligated to notify GWC of a defect within 10 calendar days of its discovery, providing sufficient documentation and doing so in writing.
  2. Unless expressly agreed otherwise, the Customer has no obligation to examine the cloud services.

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  1. Duration and Termination
  1. A contract comes into effect at the latest upon the granting of a usage license.
  2. Unless expressly agreed otherwise, a contract can be terminated in writing with a notice period of 3 months prior to the expiration of the usage license.
  3. If a termination is not (timely) issued, the contract automatically extends for another 12 months.

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  1. Consequences of Termination / Return Obligation
  1. With the termination of a contract, the Customer's right to use the respective cloud service, including the associated user account and any user documentation, ceases to exist.
  2. The Customer is obligated to promptly and without request return any user documentation and all copies thereof to GWC and/or delete them from mass storage devices. Unless otherwise specified in the contract, the Customer is prohibited from seeking reimbursement of already paid license fees upon termination of the contract for any reason.

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  1. SPECIAL CONDITIONS: TRAINING SERVICESsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject Matter
  1. The subject matter of contracts for training services is the provision of further education, delivery of training materials, and the use of technical equipment for educational purposes. The achievement of training success is not guaranteed.
  2. The content, scope, location, timing, number of participants, and any other specific requirements for a training session are agreed upon in the contract document.

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  1. Usage License
  1. The type and scope of a usage license are generally agreed upon in the contract document.
  2. Unless expressly agreed otherwise, GWC grants the Customer a non-exclusive, perpetual, and non-transferable right to use training materials for their own use without geographical restrictions. The usage license also includes the right to make modifications, translations, adaptations, or other transformations and to use them for their own use, including storage and reproduction to the extent necessary for the contractual use.
  3. Unless expressly agreed otherwise, the Customer only acquires expressly specified and legally required usage rights to the training materials. The Customer is not entitled to grant sublicenses to the training materials without the consent of GWC. Article 21 of the Swiss Copyright Act (URG, SR 231.1) remains reserved.
  4. Ownership of the copies of training materials created by GWC for the Customer's training purposes transfers to the customer upon full payment of the agreed compensation.

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  1. Duration and Termination of Usage License
  1. The granting of a usage license for training materials occurs upon full payment of the agreed compensation.
  2. Unless expressly agreed otherwise, GWC cannot terminate a usage license through ordinary termination.
  3. The right to terminate the usage license for extraordinary reasons remains reserved.

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  1. Consequences of Termination / Obligation to Return
  1. Upon termination of a usage license, the customer is obligated to promptly and without request return the training materials and all copies made thereof to GWC and/or delete them from storage devices. Unless otherwise specified in the contract, the customer is not entitled to reclaim any compensation already paid upon termination of the contract for any reason.

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  1. SPECIAL CONDITIONS: CARE AND SUPPORT OF SOFTWAREsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject
  1. The subject matter of agreements on the maintenance and support of software is the maintenance of the software agreed in the respective contractual document by means of the maintenance services also stipulated therein for the purpose of maintaining the usability of the software as well as the provision of support services also stipulated therein by means of advice and support with regard to the use of the software.
  2. Unless expressly agreed otherwise, Software Maintenance shall exclusively comprise the following partial services:some text
    1. Troubleshooting (corrective);
    2. Adaptations to changing circumstances (adaptive).
  3. Unless expressly agreed otherwise, Support shall exclusively comprise the following partial services:some text
    1. Clarification of the cause of reported incidents;
    2. Assist in the elimination of root causes of incidents;
    3. Assist with the installation of patches and releases;

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  1. Scope of Care
  1. Unless otherwise expressly agreed, GWC will perform maintenance services as agreed between the customer at the business premises of GWC or via remote access.
  2. The elimination of errors and malfunctions which are due to improper use of the software, changes in the operating environment or improper system requirements are not covered by the maintenance services. Furthermore, errors or malfunctions that can be attributed to the environmental conditions at the installation site, errors in the power supply or intervention by third parties are not covered.

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  1. Scope of support
  1. Unless otherwise expressly agreed, GWC will perform maintenance services as agreed between the customer at GWC's business premises or via remote access.
  2. Unless otherwise expressly agreed, no 1st and 2nd line support will be provided.
  1. Rights to the work results
  1. Unless otherwise expressly agreed, the ownership and the intellectual property rights to the work results continuously created by GWC within the scope of the maintenance and support services are fully and exclusively vested in GWC. In this case the VI. Special Conditions on the Procurement of Standard Software / Granting of Licenses shall apply to the use of the Work Results by the customer.

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  1. Warranty
  1. Unless otherwise expressly agreed, GWC will provide the care services with appropriately qualified professional personnel and with the necessary care.
  2. In the event that GWC performs a Maintenance Service in a defective manner, the client may set GWC a reasonable deadline for rectification. If the rectification fails, the client may entrust a third party with the execution of the defectively fulfilled maintenance service and charge GWC for the resulting costs up to the amount of the remuneration agreed for the defectively fulfilled maintenance service. If the performance by a third party is not possible, the customer may withdraw from the contract and claim damages for defective performance, provided that the damage was caused intentionally or by gross negligence. The customer cannot assert any further claims arising from defective performance. A refund of already paid remunerations is excluded in case of a withdrawal.

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  1. SPECIAL CONDITIONS: PROCUREMENT OF STANDARD SOFTWARE / LICENSINGsome text
    1. Scope
  1. The following specific provisions take precedence over the provisions of the General Provisions of these GTC to the extent that they deviate from the provisions therein. If the following specific provisions are silent on a particular matter covered by the General Provisions, it shall be presumed that the General Provisions apply.

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  1. Subject Matter
  1. The subject of contracts for the procurement of standard software is the granting of the right to use standard software by GWC for the benefit of the Customer (usage license) against the payment of a one-time or recurring license fee.
  2. The granting of a usage license occurs upon the Customer's full payment of the owed license fee and the delivery of the standard software and any accompanying user documentation by GWC, enabling the customer to install the standard software. The delivery can also be exclusively digital (e.g., through download).
  3. The delivery of the standard software and any accompanying user documentation is done in accordance with the agreement between the Parties. The selection, installation, and operation of the standard software are solely the Customer's responsibility.
  4. User documentation is delivered electronically and/or in writing.
  5. The software source code is only part of a contract if expressly agreed upon.
  6. The agreed performance description provided by GWC in the respective contract is exclusively binding for determining the characteristics of the standard software. GWC is not obligated to provide any characteristics of the standard software that deviate from the agreed description. The customer cannot derive such an obligation, in particular, from other representations of the standard software in public statements or advertisements by GWC, its employees, or sales partners, unless GWC has expressly confirmed the deviating characteristics in writing.¨

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  1. Code Compliance
  1. Unless expressly agreed otherwise, GWC is not restricted in the use of libraries, frameworks, code snippets, images, texts, artifacts, etc., to develop the standard software.

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  1. Usage Rights and License Conditions
  1. The type and scope of a usage license are generally agreed upon in the contract document.
  2. Unless expressly agreed otherwise, GWC grants the Customer a non-exclusive, non-transferable right, limited to the territory of Switzerland, to use the standard software and any accompanying user documentation within the defined system requirements and in accordance with the specifications, applicable license conditions, and these terms and conditions, for a period of 12 months, automatically renewable for subsequent 12-month periods.
  3. Unless expressly agreed otherwise, the Customer is entitled to reproduce the standard software only to the extent necessary for contractual use, following recognized rules of technology. Necessary reproductions include installing the standard software on a storage medium, loading the standard software into the computer's memory, creating a reasonable number of copies of the standard software exclusively for backup purposes, including regular backup copies for data restoration after a system failure, and temporarily using the standard software on a backup system. Reproductions of the standard software must be marked as such and bear the copyright notice of the original data carrier, and they may not be used for other purposes. Any accompanying user documentation may only be reproduced to the extent necessary for the contractual use of the corresponding work.
  4. Unless expressly agreed otherwise, the Customer only acquires expressly specified and legally mandated usage rights to the standard software and any accompanying user documentation. The Customer is particularly not entitled to decompile or modify (including error corrections) the standard software without GWC's consent, nor to grant sub-licenses to third parties for the standard software or any accompanying user documentation. Article 21 of the Copyright Act (URG, SR 231.1) remains reserved.
  5. Unless expressly agreed otherwise, the Customer is not entitled to parameterize the standard software and make it interoperable with third-party software.
  6. In the event that GWC provides new versions, updates, upgrades, or other new or replacement deliveries of a standard software during the usage period, the existing contractual provisions shall also apply to them.

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  1. License Fee
  1. The amount of a license fee is generally agreed upon in the contract document.
  2. Unless expressly agreed otherwise, the applicable price lists of GWC at the time of contract conclusion shall apply.
  3. Unless expressly agreed otherwise, the license fee pertains to the granting of a usage license for a period of 12 months.

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  1. Payment Terms
  1. Unless expressly agreed otherwise, the license fee is due for payment no later than upon the granting of a usage license, and subsequently on the next renewal date.

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  1. Material Warranty
  1. GWC warrants that a standard software, when used properly, will fulfill the functions described in any accompanying user documentation or as otherwise agreed upon. Otherwise, a defect in the standard software exists that triggers GWC's warranty obligation.
  2. The Customer acknowledges that disruptions in the standard software cannot be completely excluded even with necessary care, and that the uninterrupted functionality of the software cannot be guaranteed.
  3. The warranty period for a standard software is [3] months from the granting of the usage license.
  4. During the warranty period, defects in the standard software that are reported in accordance with the contract will be remedied by GWC through rectification or replacement delivery, at GWC's discretion. Rectification also includes bypassing or suppressing a defect.
  5. If rectification or replacement delivery fails repeatedly, the Customer is entitled to withdraw from the contract. Upon the Customer's declaration of contract withdrawal, their right to use the standard software, including the associated user account and any accompanying user documentation, will cease. The license fee will be refunded to the Customer on a pro rata temporis basis.
  6. Further warranty claims by the Customer (including the right to reduce the license fee or claim damages) are expressly excluded.
  7. GWC is released from the obligation of warranty to the extent that a defect in a cloud service can be attributed to circumstances beyond its control.
  8. The technical data, specifications, and performance descriptions contained in any accompanying user documentation or other materials provided by GWC do not constitute warranties unless expressly and specifically designated as such in writing by GWC.

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  1. Legal Warranty
  1. Unless expressly agreed otherwise, GWC indemnifies the Customer from any liability for the infringement of third-party Swiss intellectual property rights, to the extent that such infringement is solely caused by the contractual use of a standard software.
  2. The Customer shall promptly notify GWC in writing of any third-party claims and authorize GWC to conduct the defense, including the conclusion of a settlement. The Customer shall provide reasonable and necessary support to GWC.
  3. At its discretion, GWC may provide the Customer with the right to continue using a standard software to defend against third-party claims, or replace or modify a cloud service without a deterioration of the functions described in any accompanying user documentation or as otherwise agreed upon. If none of these measures are feasible for GWC, GWC is entitled to withdraw from the contract. Upon GWC's declaration of contract withdrawal, the Customer's right to use the standard software, including the associated user account and any accompanying user documentation, will cease. The license fee will be refunded to the Customer on a pro rata temporis basis.
  4. Any further warranty by GWC to the Customer in the event of actual or alleged third-party claims is excluded.

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  1. Notice and Examination Obligations
  1. The Customer is obligated to notify GWC of a defect within 10 calendar days of its discovery, providing sufficient documentation and doing so in writing.
  2. Unless expressly agreed otherwise, the Customer has no obligation to examine the standard software.

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  1. Duration and Termination
  1. A contract comes into effect at the latest upon the granting of a usage license.
  2. Unless expressly agreed otherwise, a contract can be terminated in writing with a notice period of 3 months prior to the expiration of the usage license.
  3. If a termination is not (timely) issued, the contract will automatically be extended for an additional 12 months.

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  1. Consequences of Termination / Obligation to Return
  1. With the termination of a contract, the Customer's right to use the respective standard software, including any accompanying user documentation, ceases to exist.
  2. The Customer is obligated to promptly and without request return any user documentation and all copies thereof to GWC and/or delete them from mass storage devices. Unless otherwise specified in the contract, the Customer is prohibited from seeking reimbursement of already paid license fees upon termination of the contract for any reason.

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