Terms and Conditions

These GTC govern the conclusion, content and execution of contracts between customers (service recipients) and extra virgin gmbh (service provider), hereinafter referred to as "contracting parties", for the entire catalogue of services provided by extra virgin.

extra virgin is committed to GTCs that are fair, legally correct, expedient and transparent for both contracting parties. extra virgin therefore applies the GTCs of the Swiss Informatics Conference SIK (GTC SIK) for the provision of its services and thus for all contractual relationships with customers; the SIK is a public-law corporation whose members include the Confederation, all cantons and numerous cities and municipalities. It promotes cooperation between the communities in the area of digitalisation. The SIK GTC are widely recognised regulations throughout Switzerland and are regarded as exemplary in terms of fairness and balance.

Unless otherwise stipulated in this document, the GTC SIK (GTC of the SIK - Swiss Informatics Conference; edition January 2020) apply to contractual relationships between extra virgin and its contractual partners. Where necessary in the interest of practicability and the special needs of an SME such as extra virgin, some provisions of the GTC SIK are specified, adapted or omitted below.

The contractual relationship between extra virgin and its customers will be governed exclusively by these GTC. Conflicting or different terms and conditions of customers will have no effect, even if extra virgin has not objected to them in individual cases.

Deviations from these GTC and these regulations must be made in writing in order to be valid and must be noted in the contractual documents between the contracting parties.

In addition to clause 3 of the GTC SIK (offer), the following applies: If the service recipient places an order with extra virgin by telephone, verbally or online without a written contract, this requires at least a confirmation letter by extra virgin in text form in order to be valid. This also applies to all other verbal agreements.

extra virgin is entitled at any time to refuse orders placed with extra virgin or to withdraw from a contract without the customer being entitled to claim damages if the content or the form of the service owed by extra virgin violates statutory provisions.

extra virgin also has the right to withhold outstanding services or to withdraw from a contract without any claims for damages on the part of the customer if the customer fails to comply with the contractually regulated terms of payment or if reasonable doubts arise as to the customer's ability to pay.

In addition to clause 10.4 GTC SIK (invoicing), in the case of projects with a duration of more than three months, the contracting parties will agree in the contract on a payment plan which provides for monthly partial invoices in accordance with the services provided by extra virgin, to be paid by the customer within 30 days.

In addition to clause 10.6 GTC SIK (price adjustments), extra virgin will be entitled to increase the prices agreed with the customer after the conclusion of the contract to the extent that there are price increases by third parties from whom extra virgin obtains advance services necessary for the performance of the contract, which were not known at the time of the conclusion of the contract and which extra virgin cannot influence (e.g. cost increases for licences, maintenance fees from third parties, etc.). The same applies to any increases in taxes (e.g. VAT) or duties.

Additional expenses resulting from additional requests of the service recipient and not covered by the contractually agreed scope of services shall be compensated outside the agreed cost ceiling of the relevant contract at the same conditions.

Clause 13.7 of the GTC SIK (Guarantee of technical standards) is replaced by the following provision: The service provider guarantees that its services and performances under a contract for work and services under a contract for work and services comply with the state of IT security, both technically and organisationally, as defined at that time by generally recognised standards, unless the contract between the contracting parties provides otherwise. If the service recipient requires additional services from the service provider over and above these general standards (e.g. protective measures, documentation, etc.) due to statutory or internal directives in the area of data protection and information security in the course of performance of the contract, these shall be treated as changes to the services in accordance with GTC SIK Section 11.

Clause 15.2, point 2, of the GTC SIK (substitute performance by third parties) is waived and does not apply.

Clause 15.3 of the GTC SIK (contractual penalty) is waived and does not apply. Unless otherwise contractually agreed, no contractual penalties or claims for damages may be asserted by the service provider for delays in delivery. If a contractual penalty is to become due in the event of a delay on the part of the service provider, this shall be regulated individually for each contractual relationship.

Clause 15.4 of the GTC SIK (default in payment) shall be waived without replacement and shall not apply, with the exception that the service recipient shall owe interest on arrears of 5%.

The dates specified in the contracts and project plans are indicative dates, unless the contractual partners agree fixed dates in the contracts.

Section 16.2 of the GTC SIK (rectification of defects) is replaced by the following provision: If the service recipient detects a defect for which the service provider has to provide a warranty, the service recipient can initially only demand rectification free of charge. Section 16.3 GTC SIK shall apply in all other respects.

Defects due to incomplete or incorrect requirements/specifications or due to unfavorable or incomplete instructions of the service provider shall be remedied by the service provider at the expense of the service provider. This can change the deadline situation in the project and exceed the budget without the service provider being responsible for this.

The warranty periods do not start to run after individual partial acceptances (sprint results), but only after the final acceptance has taken place and/or live switching of the system (or function etc.). GoLive is equivalent to a final acceptance, as the customer fully accepts all delivered results upon commissioning.

The warranty for services including compliance with deadlines by the Provider shall be excluded for errors, malfunctions and other defects that are attributable to force majeure, war, pandemic, riots, natural disasters, strikes, use not in accordance with the intended purpose or inadequate cooperation by the Recipient, unilateral changes to the operating environment by the Recipient, unsuitable system requirements on the part of the Recipient, inadequate environmental conditions at the operating site, errors in the power supply or intervention by third parties.

Section 17.1 of the GTC SIK (Liability) is amended as follows: The last sentence of clause 17.1 is amended as follows: Unless otherwise agreed in the contractual deed, liability for slight negligence shall be limited to a maximum of CHF 10% of the total order.

Section 17.1 of the GTC SIK is also amended as follows: The service provider is not liable for slight negligence within the scope of its service provision, but only for damage caused by gross negligence or intent. The burden of proof for the damage and the type of fault lies with the service provider. In addition, the Service Provider shall not be liable to the Service Recipient for loss of profit, business failure, loss of data or claims of third parties arising during the cooperation between the Service Recipient and the Service Provider on the part of the Service Recipient without causal joint responsibility of the Service Provider.

Section 19.2 of the GTC SIK (Instruction of a new provider) is supplemented as follows: The instruction by the service provider does not refer to data and facts that are protected by its business secrets.

Section 24.1.1 of the GTC SIK (Transfer of rights to work results) is amended as follows: The rights to the work results produced by the service provider in fulfillment of the contract shall pass to the service recipient upon acceptance of the service and payment of the remuneration in accordance with the contract.

Section 24.2.1 of the GTC SIK (Individual software rights) is amended as follows: The exclusive rights to the individual software produced specially by the service provider for the client, except for the source code (unless otherwise agreed in writing), program descriptions and documentation, regardless of whether these are in written or machine-readable form, transfer to the client on creation. Both contracting partners retain rights of use and disposal over ideas, processes and methods that are not protected by law. The software documentation and other documents must be handed over to the client before sign-off and on request before any instalments are paid.

Section 31.1 of the GTC SIK (notice period) is amended as follows: Unless otherwise stipulated in the contract, the notice period shall be six months for both contracting parties.