Terms & Conditions
Our General Terms and Conditions
1. Meaning General Terms and Conditions.
1.1 The following General Terms and Conditions (GTC) form an integral part of all contracts that RECI IT SOLUTIONS GmbH concludes 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 agreements (contracts) of RECI IT SOLUTIONS GmbH (lex specialis) with its business partners do not contain any provisions deviating from these GTC (lex generalis), the GTC shall apply.
1.3 A contract between Reci IT Solutions GmbH and the business partner usually consists of the following documents: Contract (if necessary with enclosure of service descriptions), price list, respectively concrete offer for services, GTC.
2. Service Provider, Contractual Services, Restrictions.
2.1 RECI IT SOLUTIONS GmbH is a limited liability company incorporated 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 in the offer.
2.3 RECI IT SOLUTIONS GmbH is only obligated to perform if the business partner fulfills its obligations.
2.4 RECI IT SOLUTIONS GmbH may delegate the performance of any or all services to third parties. However, RECI IT SOLUTIONS GmbH remains responsible for the result.
2.5 RECI IT SOLUTIONS GmbH may grant 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 make products available for use by third parties.
2.7 RECI IT SOLUTIONS GmbH may attach requirements and conditions to its services.
2.8 These GTC are an integral part of the aforementioned transactions.
2.9 RECI IT SOLUTIONS GmbH shall retain title, right of disposal and copyright of the software, hardware and documentation provided to business partners for use. 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 and 7 days a week, however, it is only obligated to take measures within the usual working hours. Usual working hours are Monday to Friday between 9 a.m. and 5 p.m., except for federal and cantonal Zug holidays and the time between 12/24 and 1/2. Depending on the urgency of the individual case, RECI IT SOLUTIONS GmbH will also take measures outside of the usual working hours, but is not contractually obligated to do so unless specifically agreed.
3. Commencement, Duration and Termination.
3.1 Prerequisite for the conclusion of a contract is the express approval of the GTC and the specific offer with the description of the services offered. Rules that deviate must be agreed upon in writing. RECI IT SOLUTIONS GmbH reserves the right to make changes or adjustments to the service description, the prices and the GTC’s in case of continuing obligations. The changes, if any, shall become legally effective upon proven 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 becoming aware of them.
3.2 The contract is concluded either when the business partner has accepted an offer of RECI IT SOLUTIONS GmbH or when sending the information for the LOGIN via Internet when using a software.
3.3 RECI IT SOLUTIONS GmbH usually specifies the beginning 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 to him may be delayed for technical or organizational reasons. The business partner cannot derive any rights from this.
3.5 RECI IT SOLUTIONS GmbH may demand advance performance before the contract is concluded and/or shows legal effects.
3.6 If RECI IT SOLUTIONS GmbH so determines, the one-time services assumed by RECI IT SOLUTIONS GmbH shall be deemed to have been rendered at the latest when the business partner starts using the service result. An early termination of the contract is not provided for. Subsidiarily the rules of the law on contracts for work and services shall apply.
3.7 If recurring services have been agreed, the contract shall be concluded for an indefinite period of time, but for at least one year at a time.
3.8 A contract concluded for an indefinite period of time may be terminated by either party by giving 30 days’ written notice to the end of the one-year contract period.
3.9 The extraordinary, immediate termination of the contract for important reasons (e.g. if contractual obligations are not met, 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 to unauthorized third parties or passed on in violation of the law and purpose, furthermore if the usage regulations of RECI IT SOLUTIONS GmbH or third parties are disregarded, etc.) remains reserved in all cases (GTC NN 3.6. – 3.8.).
3.10. The provisions of the contract regarding confidentiality, liability as well as the rights to the work result shall remain in force regardless of the continuation of the contract.
3.11. All financial obligations of the terminated contract shall be usually fulfilled until the end of the contract. Unless otherwise provided, the debtor shall thereafter be in default without reminder, whereby a default interest of 8% p.a. shall be owed.
4. Duties of the Business Partner of RECI IT SOLUTIONS GmbH.
4.1 The business partner has to create the preconditions 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 for the performance of the work; the review and acceptance of the concepts, interim results, evaluations, etc. submitted by RECI IT SOLUTIONS GmbH; the compliance with the guidelines for the use of applications and services; the documentation of exceptional circumstances, information about error messages, malfunctions, use of services contrary to the contract (e.g. use by non-authorized persons, use by third parties, etc.). 4.1 RECI IT SOLUTIONS GmbH agrees that RECI IT SOLUTIONS GmbH may pass on to third parties information about the general conditions at RECI IT SOLUTIONS GmbH, its employees or third parties engaged by RECI IT SOLUTIONS GmbH, namely data about the network connection, contact persons of the business partner, etc., 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 requirement specifications, solution concepts, implementation instructions as well as data and information material. He shall observe 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 any written agreements to the contrary.
4.4 The business partner has the obligation to use the services of RECI IT SOLUTIONS GmbH only in a permitted manner. Other users or service providers may not be hindered and the functioning of the services of RECI IT SOLUTIONS GmbH or its partners may not be impaired. Any factual action, such as hacking 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 function of these scripts. If there is a suspicion of malfunction, RECI IT SOLUTIONS GmbH reserves the right to deactivate the execution authorization for the respective script and to release it only after the business partner can prove that the script is functioning without errors.
4.7 The business partner is obliged to report any change of name within 14 days so that invoices and correspondence can be addressed correctly. Our communications are considered validly delivered to the last known address until the new address is announced.
5. Prices and Terms of Payment.
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 Improvements of the range of services while maintaining the prices as well as price reductions can also be put into effect without special notification by RECI IT SOLUTIONS GmbH.
5.2 Price reductions do not entitle the customer to reclaim invoice amounts already paid for a certain period.
5.3 Unless otherwise agreed, recurring contractual services shall be invoiced for a period of one year in advance.
5.4 Non-recurring services shall be invoiced in the respective contract.
5.5 A cost framework stated in the offer shall have the meaning of a planning basis. If it becomes apparent in the course of performance that a cost framework cannot be met, the business partner will be contacted by RECI IT SOLUTIONS GmbH 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 resulting from the payment will be charged to the business partner at the next opportunity. (e.g. in the next invoice).
5.7 If the business partner is in default with payments, RECI IT SOLUTIONS GmbH shall have the right, in addition to the claim for default interest, to charge the business partner a handling fee of CHF 20.00 per reminder and to suspend or reduce its performance until payment of the invoice amount owed (including handling fee and default interest) or to terminate the contract without notice (without claim for compensation). A lump sum will be charged for a reconnection.
5.8 On all invoices that are more than ten days overdue, a default interest of 1% per month will be charged (calculated on the respective outstanding amount on the last day of the month) without further reminder.
5.9 In the absence of a complaint by the Business Partner within the payment period indicated on the invoice, an invoice shall be deemed accepted.
5.10. The invoices of RECI IT SOLUTIONS GmbH may include services rendered by third parties, but they are not necessarily listed, unless agreements have been made to explicitly list these services in the invoice.
6. Warranties and Liability
6.1 RECI IT SOLUTIONS GmbH shall provide the agreed services within the scope of the financial and human resources available to it, in accordance with the current state of the art. Reci IT SOLUTIONS GmbH shall make every effort to ensure the flawless quality of the services.
6.2 RECI IT SOLUTIONS GmbH does not guarantee uninterrupted and correct performance of the services. In case of disruptions, the business partner shall only have the right to withdraw from the contract after immediately informing RECI IT SOLUTIONS GmbH in writing about the disruption and setting a reasonable period of time twice to remedy the disruption.
6.3 Not considered as disruptions are announced interruptions of the services which are primarily caused by maintenance work, e.g. of Swisscom or other line providers, etc..
6.4 RECI IT SOLUTIONS GmbH shall remedy as soon as possible any properly reported program errors and malfunctions that significantly impair the functionality of the agreed services.
6.5 RECI IT SOLUTIONS shall be liable for direct damages incurred by the business partner in connection with the performance of the contract for any reason, such as warranty, non-performance, breach of duty of care, delay or infringement of intellectual property rights, if such damages can be proven to have been caused by RECI IT SOLUTIONS GmbH grossly negligent or intentionally.
6.6 Reci IT Solutions GmbH excludes any further liability (as far as legally permissible) for direct and indirect damages (consequential damages).
6.7 Furthermore, any further liability for damages and consequential damages is excluded, as far as RECI IT SOLUTIONS GmbH has used auxiliary persons and employees for the fulfillment of the contract, which caused them and thereby exercised due caution with regard to their selection and instruction.
6.8 The business partner may be held responsible and liable for any damage caused to RECI IT SOLUTIONS GmbH or third parties by the use of RECI IT SOLUTIONS GmbH services. This shall apply in particular in case 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 by RECI IT SOLUTIONS GmbH.
6.9 All equipment of the business partner, which is placed in 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 it. The business partner itself is responsible for the insurance of the devices.
6.10. The business partner is liable for all damages caused by his equipment in the server room or other facilities.
7. Rights to the Results and the Copyrights
7.1 After full payment of the agreed fee, the delivered work result (such as documents, data and documentation) becomes the property of the business partner, unless otherwise contractually agreed. The latter shall be 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 procedures), which RECI IT SOLUTIONS GmbH has acquired during the performance of services alone or together with the business partner, for the performance of future similar work for other customers.
7.3 The copyright for software and procedures, which RECI IT SOLUTIONS GmbH has programmed, adapted or applied for the business partner, remains with RECI IT SOLUTIONS GmbH, unless explicitly agreed otherwise 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 within the scope of a contract with the business partner.
8.2 The business partner undertakes to keep strictly confidential, and not to make available to third parties, in whole or in part, or to publish, all information not in the public domain which it has learned in the course of performing work under a contract with RECI IT SOLUTIONS GmbH.
9. Final Provisions
9.1 Amendments or supplements to the contract must be made in writing to be valid. They must refer to the provision to be amended and be validly signed by both contracting parties. The provision in GTC N. 3.1 remains reserved.
9.2 In the event of contradictions between versions of the individual contractual documents in different languages, the German-language version shall prevail.
9.3 If any provision of the Contract Documents is or becomes void or legally ineffective, the remaining provisions of the Contract Documents shall continue to apply. In this case, void or legally ineffective provisions shall be replaced by effective provisions, the economic effect of which shall be as close as legally possible to that of the ineffective provision.
9.4 The contract is subject to Swiss law. The exclusive place of jurisdiction is Zug. RECI IT SOLUTIONS GmbH shall, however, be entitled to sue the business partner at his registered office, domicile or place of residence.