General Terms and Conditions
1. meaning of general terms and conditions
1.1 The following General Terms and Conditions (GTC) form an integral part of all contracts concluded by RECI IT SOLUTIONS GmbH with business partners within the scope of its business activities. These contractual documents conclusively regulate the rights and obligations between RECI IT SOLUTIONS GmbH and the business partner.
1.2 Insofar as the main contracts (agreements) of RECI IT SOLUTIONS GmbH (lex specialis) with its business partners do not contain any provisions deviating from these GTCs (lex generalis), the GTCs apply.
1.3 A contract between Reci IT Solutions GmbH and the business partner usually consists of the following documents: Contract (if necessary with an enclosure of service descriptions), price list or concrete offer for services, GTC.
2. service provider, contractual services, restrictions
2.1 RECI IT SOLUTIONS GmbH is a limited liability company in the Canton of Zug, with its registered office in Zug.
2.2 RECI IT SOLUTIONS GmbH provides the services described in the contract or offer.
2.3 RECI IT SOLUTIONS GmbH is only obliged to provide services if the business partner fulfils its obligations.
2.4 RECI IT SOLUTIONS GmbH may delegate the performance of individual or all services to third parties. However, RECI IT SOLUTIONS GmbH remains responsible for the result.
2.5 RECI IT SOLUTIONS GmbH can issue licenses for the use of products to licensees by means of license agreements.
2.6 RECI IT SOLUTIONS GmbH has the option to sell, rent, lease or otherwise transfer products to third parties.
2.7 RECI IT SOLUTIONS GmbH may impose requirements and conditions on its services.
2.8 These terms and conditions are an integral part of the above-mentioned transactions.
2.9 The ownership, right of disposal and copyright of the software, hardware and documentation provided to business partners for use remain the property of RECI IT SOLUTIONS GmbH. Unless explicitly agreed otherwise.
2.10. The on-call service of RECI IT SOLUTIONS GmbH is generally available to the business partner 24 hours a day, 7 days a week, but the business partner is only obliged to take measures within normal working hours. Normal working hours are Monday to Friday between 9 a.m. and 5 p.m., with the exception of federal and cantonal Zug public holidays and the period between 24.12. and 2.1. Depending on the urgency of the individual case, RECI IT SOLUTIONS GmbH will also take measures outside normal working hours, but is not contractually obliged to do so, unless specifically agreed.
3. commencement, duration and termination
3.1 The precondition for the conclusion of a contract is the explicit approval of the general terms and conditions and the concrete offer with the description of the offered services. Rules that deviate must be agreed in writing. RECI IT SOLUTIONS GmbH reserves the right to make changes or adjustments to the description of services, prices and the general terms and conditions in case of continuing obligations. The possible changes will become legally effective upon demonstrable knowledge of the business partner, provided that he has continued to use the services without protest or he does not terminate the contract within 30 days after knowledge.
3.2 The contract is concluded either when the business partner has accepted an offer from RECI IT SOLUTIONS GmbH or when sending the information for the LOGIN via the Internet when using a software.
3.3 RECI IT SOLUTIONS GmbH usually specifies the commencement of the contractual effects in the individual contracts and notes it on the invoices.
3.4 The Business Partner acknowledges that the start of the use of the services provided by RECI IT SOLUTIONS GmbH may be delayed for technical or organizational reasons. The business partner cannot derive any rights for himself from this.
3.5 RECI IT SOLUTIONS GmbH may demand advance performance before the contract is concluded and/or has legal effects.
3.6 If RECI IT SOLUTIONS GmbH so determines, the one-off services assumed by RECI IT SOLUTIONS GmbH are deemed to have been performed, at the latest when the business partner starts to use the service result. An early termination of the contract is not intended. Subsidiarily, the rules of the law on contracts for work and services apply.
3.7 If recurring services have been agreed, the contract shall be valid for an indefinite period of time, but shall be concluded for at least one year in each case.
3.8 A contract concluded for an indefinite period of time may be terminated by either party by registered letter, in each case to the end of the one-year contract period, subject to a notice period of 30 days.
3.9 The extraordinary, immediate termination of the contract for important reasons (e.g. if contractual obligations are not complied with, in particular if the available services of RECI IT SOLUTIONS GmbH or the third party services obtained by means of these services are used, obtained, made available or passed on to unauthorized third parties in an unlawful and improper manner, furthermore if the regulations for use of RECI IT SOLUTIONS GmbH or third parties are disregarded, etc.) is reserved in all cases (GTC NN 3.6. – 3.8.).
3.10. The provisions of the contract regarding secrecy, liability as well as the rights to the work result remain in force irrespective of the continuation of the contract.
3.11. All financial liabilities of the dissolved contract are usually to be fulfilled by the end of the contract. Unless otherwise agreed, the debtor is then in default without reminder, whereby default interest of 8% p.a. is owed.
4. obligations of the business partner of RECI IT SOLUTIONS GmbH
4.1 The business partner must create the prerequisites for RECI IT SOLUTIONS GmbH to be able to provide its contractual services. In particular, this means: the submission of all documents and information required by RECI IT SOLUTIONS GmbH to perform the work; the examination and acceptance of the concepts, interim results, evaluations, etc. submitted by RECI IT SOLUTIONS GmbH; compliance with the guidelines on the use of applications and services; the documentation of states of emergency, information on error messages, faults, use of services contrary to the contract (e.g.e.g. use by unauthorized persons, attacks by hackers, etc.); the agreement that RECI IT SOLUTIONS GmbH may pass on information about the general conditions at its or its employees’ premises or at third parties drawn by it, namely data about the network connection, contact persons of the business partner, etc. to third parties, if this becomes necessary for the provision of the services and their coordination by RECI IT SOLUTIONS GmbH.
4.2 In principle, the business partner assumes responsibility for the information and documents originating from him, such as specifications, solution concepts, execution instructions as well as data and information material. He observes the provisions of data protection, telecommunications and copyright law, etc.
4.3 RECI IT SOLUTIONS GmbH usually provides its services to the business partner. The Business Partner is prohibited from making RECI IT SOLUTIONS GmbH services available to third parties. Subject to other written agreements.
4.4 The Business Partner is obliged to use the services of RECI IT SOLUTIONS GmbH only in a permitted manner. Other users or service providers must not be hindered and the functioning of the services of RECI IT SOLUTIONS GmbH or its partners must not be impaired. Any criminal activity, such as the intrusion into systems, software or services in order to obtain information, or download sites as well as sites with pornographic content are prohibited.
4.6 If the business partner uses his own scripts (e.g. PHP, ASP), he is personally responsible for the error-free functioning of these. If there is a suspicion of malfunction, RECI IT SOLUTIONS GmbH reserves the right to deactivate the execution authorization for the script in question and to only release it again when the Business Partner can prove that the script functions without error.
4.7 The business partner is obliged to report any change of name within 14 days so that invoices and correspondence can be correctly addressed. Our notifications shall be deemed to have been validly delivered to the last known address until the new address is notified.
5. Preise und Zahlungsbedingungen
5.1 All prices for RECI IT SOLUTIONS GmbH services, license and maintenance fees are based on the price list valid at the time of the conclusion of the contract.
5.2 Price reductions do not entitle the customer to reclaim invoice amounts already paid for a specific period.
5.3 Unless otherwise agreed, recurring contractual services are invoiced for a period of one year in advance.
5.4 One-off services are invoiced in the respective contract.
5.5 A cost framework stated in the offer has the significance of a planning basis. If it becomes apparent in the course of performance that a cost framework cannot be adhered to, RECI IT SOLUTIONS GmbH will contact the business partner as early as possible.
5.6 Invoices are payable within a payment period of 10 days to the account specified in the invoice. Any bank or postal charges arising from the payment will be invoiced at the next opportunity at the expense of the business partner. (e.g. in the next invoice)
5.7 If the business partner defaults on payments, RECI IT SOLUTIONS GmbH has the right, in addition to the right to default interest, to invoice the business partner for each reminder for a compensation for inconvenience to the business partner of CHF 20.00 and to suspend or reduce its services until the due invoice amount (including compensation for inconvenience to the business partner and default interest) has been paid or to terminate the contract without notice (without claim for compensation). A lump sum will be charged for a reconnection.
5.8 Interest on all invoices that have expired by more than ten days will be charged at a rate of 1% per month without further reminder (calculated on the respective outstanding amounts on the last day of the month).
5.9 In the absence of a complaint from the business partner within the payment period indicated on the invoice, an invoice is considered accepted.
5.10. The invoices of RECI IT SOLUTIONS GmbH may include services rendered by third parties, but are not necessarily listed, unless agreements have been made to list these services explicitly in the invoice.
6. warranties and liability
6.1 RECI IT SOLUTIONS GmbH provides the agreed services within the framework of the financial and personnel resources available to it, in accordance with the current state of the art. Reci IT Solutions GmbH makes every effort to ensure the perfect quality of the services.
6.2 RECI IT SOLUTIONS GmbH does not guarantee the uninterrupted and correct provision of the services. In the event of disruptions, the Business Partner only has the right to withdraw from the contract after immediately informing RECI IT SOLUTIONS GmbH in writing of the disruption and setting a reasonable period of time twice to rectify the disruption.
6.3 Announced interruptions of the services, which are primarily due to maintenance work, e.g. of Swisscom or other line providers, etc., are not considered to be disruptions.
6.4 RECI IT SOLUTIONS GmbH will remedy duly reported program errors and malfunctions, which considerably impair the functionality of the agreed services, as quickly as possible.
6.5 RECI IT SOLUTIONS is liable for direct damages incurred by the Business Partner in connection with the performance of the contract for any reason whatsoever, for example, warranty, non-performance, breach of duty of care, default or infringement of property rights, if these damages can be proven to have been caused by RECI IT SOLUTIONS GmbH through gross negligence or intentionally.
6.6 Reci IT Solutions GmbH excludes any further liability (to the extent permitted by law) for direct and indirect damages (consequential damages).
6.7 Furthermore, any further liability for damages and consequential damages is excluded to the extent that RECI IT SOLUTIONS GmbH has employed auxiliary persons and employees for the performance of the contract who caused such damages and exercised due caution with regard to their selection and instruction.
6.8 The business partner can be held responsible and liable for all damages caused by the use of RECI IT SOLUTIONS GmbH services at RECI IT SOLUTIONS GmbH or third parties. This applies in particular in the event of unauthorized use of RECI IT SOLUTIONS GmbH services by the Business Partner, its employees or by third parties engaged by it, as well as by third parties who have gained access without authorization from RECI IT SOLUTIONS GmbH.
6.9 All equipment of the Business Partner which is located on the premises of Reci IT Solutions GmbH is located there at the risk of the Business Partner, Reci IT Solutions GmbH does not assume any liability for this. The Business Partner itself is responsible for insuring the equipment.
6.10. The Business Partner is liable for all damages caused by its equipment in the server room or other facilities.
7. rights to results and copyrights
7.1 After full payment of the agreed remuneration, the delivered work result (such as records, data and documentation) shall become the property of the business partner, unless otherwise contractually agreed. The business partner is entitled to use the work result for the agreed duration and according to the applicable conditions.
7.2 RECI IT SOLUTIONS GmbH is entitled to use the acquired knowledge (the ideas, concepts and processes), which RECI IT SOLUTIONS GmbH has acquired during the performance of services alone or together with the business partner, for the performance of similar work for other customers in the future.
7.3 The copyright for software and processes which RECI IT SOLUTIONS GmbH has programmed, adapted or applied for the Business Partner remains with RECI IT SOLUTIONS GmbH, unless otherwise explicitly agreed in the contract.
8. secrecy obligation
8.1 RECI IT SOLUTIONS GmbH undertakes to keep secret any information about incidents at the business partner, concerning business activities, customer and supplier relations as well as business secrets of any kind, which RECI IT SOLUTIONS GmbH has learned in the context of a contract with the business partner.
8.2 The business partner undertakes to treat all information not generally known, which it has learned in the course of carrying out work within the scope of the contract with RECI IT SOLUTIONS GmbH, as strictly confidential, not to make such information available to third parties either in whole or in part, nor to publish such information.
9. final provisions
9.1 Changes or additions to the contract must be made in writing to be valid. They must refer to the provision to be amended and must be signed by both parties to the contract in a legally valid manner. The provision in AGB N. 3.1. shall remain reserved.
9.2 In the event of contradictions between different language versions of the individual contractual documents, the German language version shall prevail.
9.3 If a provision of the contractual documents is or becomes void or legally ineffective, the remaining provisions of the contractual documents shall continue to apply. In this case, void or legally ineffective provisions shall be replaced by effective provisions which come as close as legally possible to the economic effect of the invalid provision.
9.4 The contract is subject to Swiss law. Exclusive place of jurisdiction is Zug. However, RECI IT SOLUTIONS GmbH is entitled to sue the business partner at his headquarters, domicile or residence.