This English translation is provided for convenience only. In the event of any discrepancy, the German version is legally binding. We recommend obtaining professional legal advice.
1 Scope / Period of commitment
1.1 These General Terms and Conditions (hereinafter "GTC") apply to business relationships between Jauca IT, Neue Simplonstrasse 38, 3900 Brig (hereinafter "Jauca IT") and its customers.
1.2 Jauca IT offers customers various IT services typical of a systems house. Depending on the services specifically agreed, Special Contractual Terms (hereinafter "SCT") apply in addition to these GTC. These GTC and the SCT are each available online at https://www.jaucait.ch. In the event of contradictions, the SCT take precedence over these GTC.
1.3 The content of the contract is always governed by the offer / order / contract documents agreed between Jauca IT and the customer (hereinafter jointly the "Offer"). In the event of contradictions between the Offer (including any annexes) and the GTC / SCT, the Offer takes precedence. Other documents referenced in the GTC / SCT apply on a subordinate basis.
1.4 General terms and conditions / purchasing conditions of the customer do not become part of the contract, either instead of or in addition to these GTC, unless Jauca IT expressly confirms this to the customer in writing when the contract is concluded; text form is excluded. The customer is aware that the start of performance by Jauca IT must under no circumstances be understood as acceptance of the customer's general terms and conditions / purchasing conditions.
1.5 Jauca IT reserves the right to amend these GTC at any time. The customer will be informed of the changes in writing six weeks before they take effect. As part of this notice, the new GTC will be communicated to the customer. The customer is entitled to object to the validity of the new GTC within four weeks of receiving this notice. If the customer does not object, the amended GTC become part of the contract once the six-week period has expired.
1.6 If the adjustment by Jauca IT results in a material change to the services for the customer, the customer may terminate with 30 days' notice to the end of a month. For existing customers, price changes only take effect at the time of the next automatic contract renewal.
1.7 Offers from Jauca IT to customers are always without obligation; only the order / commissioning by the customer constitutes a binding offer.
1.8 To provide the services, Jauca IT uses carefully selected own employees or third parties as subcontractors with the respective required qualifications. Jauca IT is entitled at any time to replace own employees or third parties used to provide the services with persons of comparable qualification and experience. If these employees were communicated to the customer by name, Jauca IT will inform the customer of the replacement.
1.9 The agreed remuneration covers only the scope of services documented in the Offer. Agreed additional services are charged separately on the basis of the agreed prices. Where the description of services in the Offer contains unintended gaps or ambiguities, Jauca IT is entitled to adjust the description of services accordingly at its reasonable discretion.
2 General obligations of the customer
2.1 The customer acknowledges its obligations to cooperate (set out in these GTC / the respectively applicable SCT and, where applicable, additionally named in the Offer) as a prerequisite for the provision of services by Jauca IT and thus as its contractual obligations.
2.2 The customer designates in writing at least one contact person for Jauca IT, as well as an address and email address through which the contact person can be reached. The contact person must be able to make, or promptly bring about, the necessary decisions for the customer. The contact person ensures good cooperation with the contact person at Jauca IT.
2.3 The customer will inform Jauca IT without delay of any changes to its communication data and, upon corresponding request by Jauca IT, will reconfirm its current accuracy within 14 days of receipt. This includes in particular name / company; managing director or board, where the customer is a legal entity; address / registered office; telephone and email.
2.4 If the customer fails to fulfil an obligation to cooperate, or does so improperly or late, and Jauca IT is therefore unable to provide its services in accordance with the contract, Jauca IT is not responsible for any resulting disadvantages to the customer. Jauca IT will charge the customer additionally, at the agreed prices, for the extra effort caused thereby, in particular for the extended provision of the personnel or resources deployed. Other rights of Jauca IT due to omitted or insufficient cooperation by the customer remain unaffected.
3 Prices and terms of payment
3.1 All prices agreed in these GTC, the SCT and in our Offers are net prices, to which the statutory value added tax is added in each case. Prices, payment methods and types, as well as the timing of invoicing, are set out in the Offer.
3.2 Where remuneration is measured by "person-days" or similar, such a "day" corresponds to up to eight hours per person between 08:00 and 17:00 on working days at the registered office of Jauca IT (Monday–Friday). Jauca IT bills effort per quarter-hour commenced.
3.3 Invoices are payable within 30 days of receipt of the invoice. In case of doubt, invoices are deemed received three working days after the invoice date. The granting of discounts is excluded. The customer is in default once the payment period has expired. Any bank charges incurred (in particular for foreign payments) are borne by the customer. Invoices are deemed approved by the customer if the customer has not objected to them in writing and on objectively substantiated grounds within 30 days of the invoice date.
3.4 Jauca IT sends invoices to the customer by email. At the customer's request, invoices are sent by post for a surcharge of CHF 2.00 per invoice.
3.5 Jauca IT may increase the monthly prices for recurring services in continuing obligations, without the customer's consent, at its reasonable discretion by up to 20% with effect for the future, at most once per year, but for the first time no earlier than four (4) months after the start of the contract term. A price increase for partial services is only possible if these have already been agreed for at least four (4) months. The price increase shall only serve to cover increased costs. The burden is on the customer to prove that the price increase made by Jauca IT was not made for this purpose.
3.6 In the event of a price increase under clause 3.5, the customer may terminate the current contract within four (4) weeks of receiving the written price increase notice, with three months' notice to the end of a month. In this case, the previous fee is charged until the end of the contract, so the increase does not take effect. However, the customer's consent is deemed given if the customer does not give notice within this period. This requires that we have informed the customer of the consequences in the notice of change.
3.7 Jauca IT reserves the right to demand advance payment. Jauca IT further reserves the right to demand advance payments or securities if circumstances arise or become known that make claims appear to be at risk. If the customer does not comply with such a request within one (1) week, Jauca IT may withdraw from the contract.
3.8 Upon the occurrence of default, Jauca IT may charge interest at nine (9) percentage points.
3.9 The provision of services by Jauca IT within continuing obligations is contingent on the customer meeting its payment obligations on time. If the customer is in default
3.9.1 for two consecutive months with payment of the agreed prices, or the customer makes only a partial payment, or
3.9.2 over a period extending over more than two (2) months, with payment of the agreed prices in an amount that reaches the prices for two (2) months, Jauca IT is entitled to
3.9.3 suspend its services until the prices are paid, or
3.9.4 terminate the affected services or the entire contract without notice. In addition to the prices for the services provided until the termination takes effect, Jauca IT is entitled to a compensation fee in the amount of the agreed prices for the period from termination until the end of the regular contract term. The customer is entitled to prove that Jauca IT incurred no damage, or less damage than the compensation fee. If this proof is provided, only the proven damage is to be compensated. Other further rights of Jauca IT due to default remain unaffected. Termination of the contract does not release the customer from the obligation to pay for the services used up to the time of suspension.
3.10 Travel costs, expenses and other incidental costs, as well as outlays incurred for the provision of the contractually owed services by Jauca IT, are charged to the customer additionally and according to expenditure, unless otherwise stipulated in the Offer.
4 Liability
4.1 Jauca IT is liable without limitation for damages caused by gross negligence or intent on the part of Jauca IT, its legal representatives or vicarious agents. Jauca IT is further liable without limitation for damages arising from culpable injury to life, body or health.
4.2 Furthermore, liability is excluded for all cases of slight and gross negligence.
4.3 In any case, the liability of Jauca IT for indirect damages (these include in particular damages caused by business interruption and restriction), lost profit, missed savings and reputational damage is excluded.
4.4 The above limitations of liability also operate in favour of the legal representatives and employees of Jauca IT, and also apply in the case of pre-contractual or tortious liability.
4.5 The liability of Jauca IT for damages under the Product Liability Act remains unaffected.
4.6 Insofar as, according to the Offer, Jauca IT is not responsible for backing up the customer's data, the liability of Jauca IT in the event of data loss is limited to the restoration effort that would have arisen had the customer backed up data properly.
4.7 Jauca IT is not liable if the provision of the service is temporarily interrupted, restricted in whole or in part, or rendered impossible due to force majeure. Force majeure includes in particular natural events of particular intensity (avalanches, floods, landslides, etc.), acts of war, riots, epidemics, pandemics, unforeseeable official restrictions, etc. If Jauca IT is unable to meet its contractual obligations, performance is postponed in line with the event that has occurred. Jauca IT is not liable for any damages incurred by the customer as a result of the postponement.
4.8 Jauca IT assumes no liability for profits or revenue increases that may result from using our services. In particular in the area of search engine optimisation (SEO), we emphasise that our work is carried out according to a defined work plan. However, we point out that ranking in search results depends on a multitude of factors that are mainly determined algorithmically and therefore lie outside our sphere of influence. Consequently, we cannot guarantee top placements. Our services are provided purely as services, without promising specific results or successes.
5 Confidentiality and data protection
5.1 The parties will keep confidential all information of the other party requiring confidentiality that comes to their knowledge in the course of the cooperation, i.e. protect it with due care against access by unauthorised persons. Authorised within the meaning of this provision are the subcontractors deployed in accordance with the contract, as well as employees of Jauca IT. The parties undertake to involve only such employees or third parties in the cooperation as they have previously bound to confidentiality in a comparable manner.
5.2 Information requiring confidentiality is all information of a party – regardless of its form – that is marked in writing as requiring confidentiality, or whose need for confidentiality clearly arises from its nature, in particular operational and business secrets. The conditions of the Offer are also subject to confidentiality.
5.3 Information is not subject to confidentiality if the receiving party can prove that it either (a) is or was generally accessible, (b) was already in the party's possession without an obligation of confidentiality, (c) was developed independently and without using information requiring confidentiality from another party, or (d) was lawfully acquired from a third party who was not bound to confidentiality.
5.4 Jauca IT will meet the customer's agreed requirements for data protection and data security. Both parties will observe the respectively applicable data protection regulations, in particular those valid in Switzerland, and will oblige their employees deployed in connection with the contract to maintain data secrecy, insofar as they are not already generally obliged accordingly. Insofar as Jauca IT processes personal data in the course of providing its services under this agreement, Jauca IT acts exclusively on behalf of, and on the instructions of, the customer. The parties conclude a separate written agreement on commissioned processing for this purpose.
5.5 The confidentiality obligations continue for three years beyond the end of the respective contract.
6 Term and termination
6.1 Unless otherwise stipulated in the Offer, Jauca IT provides the agreed services within continuing obligations from provision for an indefinite period, initially for the minimum contract term stated in the Offer.
6.2 Beyond the notice periods agreed in the Offer, the customer has no right of revocation or ordinary termination, in particular not during the minimum contract term.
6.3 Notwithstanding any rights to ordinary termination of services, the right of both parties to terminate for good cause remains unaffected. If the reason for termination consists of a breach of a contractual obligation, the terminating party must set the other party a reasonable period to remedy the cause for termination before terminating.
6.4 Notices of termination must be given in writing.
7 General provisions
7.1 The parties may use each other's company names and brands publicly (in particular on the company website or in brochures) as a reference. In addition, the customer has the option, on the basis of a separate agreement, to act as a reference customer for Jauca IT.
7.2 The assignment of the customer's rights or obligations under the contract to third parties is excluded without the prior written consent of Jauca IT.
7.3 Set-off by the customer is only possible with the consent of Jauca IT.
7.4 Amendments and additions to the Offer or the GTC / SCT must be made in writing. This also applies to a cancellation of, or waiver of, the written form requirement.
7.5 Where the written form is required under the GTC / SCT, text form (e.g. communications by email) is sufficient to comply with it, unless otherwise stipulated in an individual case.
7.6 The legal relationship between the parties is governed exclusively by Swiss law, with the broadest possible exclusion of international conventions (for example the UN Convention on Contracts for the International Sale of Goods), insofar as an exclusion is permissible and possible.
7.7 The exclusive place of jurisdiction is the registered office of Jauca IT.