General Terms & Conditions (GTC)

§1 Scope and Binding Period
(1) These General Terms and Conditions apply to all business relationships between Adowa GmbH (hereinafter “Adowa”) and its customers, provided that the customer is a business entity within the meaning of Art. 957 of the Swiss Code of Obligations (OR).
(2) A contractual relationship is formed solely with Adowa GmbH. Only the contracting entity is bound by the obligations arising from the business relationship.
(3) These Terms and Conditions also apply to all future contracts between the customer and Adowa without the need for a separate agreement. Any general terms and conditions of the customer do not apply, even if they are not explicitly rejected in individual cases.

§2 Adowa’s Services
(1) Adowa shall provide its services professionally and in accordance with the terms of the contract. Technical or other standards are only applicable if explicitly referenced in the contract or offer documents.
(2) Adowa will employ qualified personnel to perform the services.
(3) Adowa is not authorized to provide legal or tax advisory services. These are not part of the contractual scope. The customer is solely responsible for compliance with legal and tax requirements.
(4) Adowa may engage third parties to fulfill its obligations.
(5) Changes to the circumstances underlying the project after the end of the contract do not give rise to a duty to inform the customer retroactively.

§3 Customer’s Obligations
(1) The customer agrees to fully support Adowa in the performance of its services. This includes, for example, providing premises, system access, documentation, and designating contact persons.
(2) The customer shall inform Adowa in a timely manner of any company-specific or industry-specific requirements that are relevant to the project.
(3) If the customer fails to meet its cooperation obligations, agreed deadlines will be extended accordingly. Any resulting additional effort may be invoiced separately by Adowa.

§4 Changes to Services (Change Requests)
(1) Changes to the scope of services may be proposed in writing by either party.
(2) The evaluation of a change request by Adowa is subject to compensation, even if the change is not implemented.
(3) Adowa may only reject a change request for valid reasons.
(4) Changes become binding only once confirmed in writing. Until such confirmation, the parties shall proceed under the existing agreement.

§5 Prices and Payment Terms
(1) Unless otherwise agreed, services are billed monthly on a time and materials basis.
(2) A “day” is defined as 8 hours. Billing is based on actual hours worked, up to the maximum legal daily working time.
(3) Additional work resulting from incomplete or incorrect customer information may be charged separately.
(4) Travel, expenses, and incidental costs are billed separately based on actual cost.
(5) All prices are in Swiss Francs (CHF) and exclude VAT.
(6) Invoices are payable within 14 days of receipt.

§6 Intellectual Property and Usage Rights
(1) The customer receives a non-exclusive, perpetual right to use the work results developed by Adowa for its own internal purposes, subject to full payment.
(2) Prior to full payment, use is limited to testing purposes only.
(3) For standard products, the applicable license terms apply.
(4) Rights to pre-existing materials and tools developed by Adowa (“Adowa Assets”) remain with Adowa.
(5) Adowa may reuse concepts, methods, and interim results for its own purposes.
(6) The customer grants Adowa a non-exclusive right to use its intellectual property to the extent necessary for fulfillment of the contract.

§7 Rights in Case of Legal Defects
(1) Adowa guarantees that the contractual use of the deliverables does not infringe third-party rights, provided the customer informs Adowa without delay and grants Adowa control over the defense.
(2) Adowa may modify deliverables or obtain appropriate licenses.
(3) Claims for damages are governed by §9.
(4) Rights lapse if modifications are made by the customer or if the product is combined with non-Adowa components without approval.

§8 Rights in Case of Defects in Work Results
(1) If the contract qualifies as a work contract under Swiss law, defects must be rectified through supplementary performance. If unsuccessful, statutory rights apply.
(2) Defects must be reported in writing without undue delay.
(3) Obvious errors (e.g., calculation mistakes) may be corrected at any time.

§9 Liability
Adowa is liable without limitation for intent and gross negligence as well as for personal injury. For minor negligence, liability is limited to breaches of essential contractual duties (“cardinal obligations”) and to the typical foreseeable damage. Liability under mandatory Swiss law remains unaffected.

§10 Limitation Period
(1) Claims by the customer against Adowa expire one year after the statutory limitation period begins, unless a longer period is required by mandatory Swiss law or otherwise provided for under §9.

§11 Confidentiality and Data Protection
(1) Both parties agree to maintain confidentiality regarding all non-public information obtained in the course of their collaboration.
(2) The confidentiality obligation continues for four years after termination of the contract.
(3) Information is not considered confidential if it is demonstrably public knowledge or lawfully obtained from a third party.
(4) Adowa may process personal data as necessary for contract performance, in accordance with applicable legal provisions.
(5) Adowa may retain project documentation for internal purposes.

§12 Termination
Service contracts may be terminated in writing by either party with two weeks’ notice to the end of a calendar month, unless otherwise agreed.

§13 Jurisdiction and Applicable Law
(1) Swiss substantive law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of jurisdiction is the registered office of Adowa, unless a different mandatory legal jurisdiction applies.

§14 Final Provisions
(1) Amendments and additions must be made in writing.
(2) If any provision is invalid, the remainder of the agreement remains unaffected. The parties agree to replace invalid provisions with legally valid ones that come closest to the original intent.
(3) The assignment of rights by the customer requires prior written consent from Adowa.
(4) Offsetting is only permitted with undisputed or legally established claims.