General Terms and Conditions (GTC)
Art. 1 — Scope of Application
1.1. These General Terms and Conditions (GTC) apply to all services provided by le dot E-Solution Stanic, Mirko Stanic (UID: CHE-130.745.803, hereinafter "le dot") to its clients.
1.2. By placing an order, the client acknowledges these GTC.
1.3. Deviations from these GTC require an express written agreement. Individual agreements in specific contracts or proposals shall take precedence over these GTC.
1.4. le dot reserves the right to amend these GTC at any time. For ongoing assignments, the version in effect at the time the order was placed shall apply.
Art. 2 — Scope of Services
2.1. le dot provides services in the areas of IT consulting, project management and technical support.
2.2. The type and scope of services are defined in the respective individual contract, proposal or order confirmation.
2.3. Unless otherwise agreed, le dot owes a duty of care in the provision of services (duty of care pursuant to OR Art. 398), but does not guarantee a specific result.
2.4. le dot is entitled to engage qualified third parties for the provision of services. le dot remains responsible to the client.
Art. 3 — Client's Duty to Cooperate
3.1. The client shall provide le dot with all information, documents, access credentials and contact persons required for the provision of services in a timely manner and free of charge.
3.2. The client shall ensure that decisions necessary for the progress of the assignment are made promptly.
3.3. Delays attributable to the client's failure to cooperate or late cooperation shall not be to the detriment of le dot. In such cases, le dot is entitled to adjust agreed deadlines accordingly.
3.4. Additional effort arising from the client's failure to cooperate shall be invoiced on a time-and-materials basis.
Art. 4 — Compensation and Payment
4.1. Compensation is based on hourly or daily rates or as a fixed fee, as agreed in the respective proposal or individual contract.
4.2. Unless otherwise agreed, invoices are issued monthly.
4.3. Invoices are payable within 30 days of the invoice date without deduction.
4.4. In the event of late payment, le dot is entitled to charge default interest of 5% per annum (OR Art. 104). A reminder is not required for default to occur, provided the payment date is fixed by the calendar (OR Art. 102 Abs. 2).
4.5. Expenses and out-of-pocket costs are only reimbursed if agreed upon in advance.
Art. 5 — Liability
5.1. le dot is liable for direct damages caused by intent or gross negligence (OR Art. 97 ff.).
5.2. Liability for slight negligence is excluded to the extent permitted by law.
5.3. Liability for indirect damages and consequential damages — in particular loss of profit, data loss or business interruption — is fully excluded.
5.4. In any event, le dot's liability is limited to the total amount of compensation actually paid in the 12 months preceding the event giving rise to the claim.
5.5. Any mandatory statutory liability provisions remain reserved.
Art. 6 — Intellectual Property
6.1. Work products created by le dot in the course of an assignment (e.g. concepts, documentation, code) shall transfer to the client upon full payment.
6.2. Tools, methods, templates and frameworks developed by le dot prior to or independently of the assignment remain the property of le dot. The client receives a non-exclusive right of use within the scope of the assignment.
6.3. Open-source components used in the course of providing services are subject to their respective licences. le dot shall inform the client about the use of such components.
6.4. The client warrants that materials provided by the client do not infringe any third-party rights. The client shall indemnify le dot against any third-party claims.
Art. 7 — Confidentiality
7.1. Both Parties undertake to treat all non-public information received in the course of the collaboration as confidential and not to disclose it to third parties.
7.2. The confidentiality obligation shall survive for 3 years after the end of the contractual relationship.
7.3. Exempt from the confidentiality obligation is information that:
- was already publicly known at the time of disclosure
- becomes publicly known through no fault of the receiving party
- was already known to the receiving party prior to disclosure
- must be disclosed due to a legal obligation
7.4. Where heightened protection is required, a separate non-disclosure agreement (NDA) may be concluded.
Art. 8 — Data Protection
8.1. le dot processes personal data only within the scope and for the purpose of the respective assignment and in compliance with the Swiss Data Protection Act (DSG).
8.2. To the extent that le dot processes personal data on behalf of the client as a data processor within the meaning of DSG Art. 9, a separate data processing agreement (Auftragsverarbeitungsvertrag, AVV) shall be concluded.
8.3. le dot takes appropriate technical and organisational measures to protect the personal data entrusted to it.
8.4. Upon completion of the assignment, the client's personal data shall be deleted or returned, unless a statutory retention obligation exists.
Art. 9 — Termination
9.1. Simple mandates within the meaning of OR Art. 394 ff. may be terminated by either party at any time (OR Art. 404).
9.2. For contracts for work within the meaning of OR Art. 363 ff., the provisions of OR Art. 377 (withdrawal against indemnification) and OR Art. 378 (impossibility of performance) shall apply.
9.3. In the event of termination, services already rendered shall be invoiced on a time-and-materials basis.
9.4. le dot shall ensure the orderly handover of all relevant work products, documentation and access credentials.
9.5. The provisions on confidentiality (Art. 7), liability (Art. 5) and intellectual property (Art. 6) shall survive the end of the contractual relationship.
Art. 10 — Final Provisions
10.1. Amendments and supplements to these GTC and to individual contracts require written form.
10.2. Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision (severability clause).
10.3. These GTC and all contractual relationships based thereon are governed exclusively by Swiss law.
10.4. The place of jurisdiction for all disputes arising out of or in connection with these GTC is Zurich, Switzerland. Mandatory statutory places of jurisdiction remain reserved.
Legal References
- OR Art. 1 — Conclusion of a contract
- OR Art. 97 — Liability for breach of contract
- OR Art. 102 — Default of the debtor
- OR Art. 104 — Default interest
- OR Art. 363 — Contract for work (Werkvertrag)
- OR Art. 377 — Client's right of withdrawal
- OR Art. 378 — Impossibility of performance
- OR Art. 394 — Simple mandate (einfacher Auftrag)
- OR Art. 398 — Duty of care of the mandatary
- OR Art. 404 — Revocation and termination of a mandate
- UWG Art. 8 — Use of unfair standard terms and conditions
- DSG Art. 9 — Processing by a data processor