General Terms and Conditions (GTC)

These General Terms and Conditions (GTC) form an integral part of the contractual relationship between Your Project Switzerland AG (hereinafter “YPS”) and the business partner, supplier or customer (hereinafter “customer”). YPS is entitled to adapt these GTC at any time, provided that the interests of the customer are not unreasonably impaired thereby. Other terms and conditions of the customer are only valid insofar as they have been expressly accepted by YPS in writing.

The prices quoted in the offers are estimates based on current knowledge and comparable projects. They are not lump sums or binding cost information in the sense of Art. 373 OR. A contract is considered concluded as soon as YPS has confirmed the customer’s order in writing. The written order confirmation is authoritative for execution and deadlines. Software, software components or services not included therein will be invoiced additionally. Project changes, additions or faulty cooperation of the customer can result in additional expenses and furthermore release YPS from scheduling commitments. YPS undertakes to execute the order carefully and to protect the customer’s manufacturing and business secrets and reserves the right to involve third parties for the fulfillment of the contract if necessary.

Upon conclusion of the contract and full payment, the customer acquires the non-exclusive, non-transferable right to use the software defined in the order confirmation (hereinafter the “Software”) for the customer’s own purposes for an unlimited period of time. The customer may not modify, assign or sublicense the software to third parties. YPS shall hand over the software to the customer in the respective current version as well as in the version individualized according to the order. New versions (releases) and updates are not part of the contract and must be purchased additionally by the customer. The number of workstations or users for which the customer may use the software is specified in the order confirmation.

The software is hosted for the customer at YPS, unless the order confirmation provides otherwise (e.g. installation of the software at the customer’s site). After release (or installation), the customer must immediately check the software and notify YPS in writing of any defects without delay. If the customer does not check the software within 10 days of release or installation, or if he puts it into operation without reservation, it shall be deemed to have been handed over in perfect condition and approved by the customer.

The quotation and order confirmation are based on a problem-free order processing. Additional expenses as well as services not explicitly offered and agreed upon will be charged with CHF 160.00 / h (web and apps development, design) respectively CHF 200.00 / h (consulting, conception) and CHF 220.00 / h (blockchain development). All prices are in Swiss Francs (CHF) and exclusive of VAT. Expenses for travel to be undertaken in connection with the order and agreed with the client shall be charged to the client (basis 1st class SBB Half-Fare Card, from location YPS to location of the client or car expenses CHF 0.90 / km). The travel time is not charged. The payment modalities are defined in the order confirmation. Unless otherwise agreed, a deposit of 50% of the quoted price shall be due upon placement of the order; any further invoicing shall be made on a monthly basis, but no later than upon acceptance. All invoices are to be paid within 10 days. In the event of late payment, YPS reserves the right to immediately discontinue services and is entitled to charge interest on arrears of 8% p.a. from the due date without a reminder. The assertion of further damage caused by default shall be reserved. In the event of a delay in payment of more than 10 days, all claims which YPS has against the customer shall become due for payment immediately. Pre-arranged services on weekdays before 08:00 and after 18:00, as well as on holidays and weekends will be charged with a 50% surcharge. All prices are in Swiss francs without value added tax. Lump sum prices also apply without any other fees, incidental costs and expenses.

All intellectual property rights, in particular the copyright to the source code, of the software developed or programmed by YPS remain exclusively with YPS. If the software includes components which YPS has licensed from third parties, all rights to these parts remain with the respective third party. The customer receives only a non-transferable right of use (license) for the entire software. In the case of supplied text, image, sound or video files, the customer guarantees that no third-party property rights are infringed. Claims by third parties shall be defended by the customer at his own expense and risk.

The customer undertakes to keep the software, in particular the source code, any instructions for use or descriptions, completely secret and to take all necessary measures to prevent access by third parties. He transfers this duty to his employees and other auxiliary persons to whom the software is made accessible. The customer undertakes not to make or have made more copies of the software than are necessary for use in accordance with the contract. In return, YPS undertakes to keep confidential all business-relevant data (in particular company figures) of the customer.

The costs for maintenance work will be invoiced separately in accordance with the separate maintenance contract.

YPS guarantees the functionality of the software under the operating systems specified in the order confirmation. YPS only guarantees those functions which are explicitly stated in the order confirmation. If the software shows defects in this respect, the customer is entitled to demand rectification. Any further warranty is hereby expressly excluded. YPS does not assume any warranty for defects which the software shows after the customer has made changes to the software.

YPS is liable exclusively for damages caused intentionally and by gross negligence. Any further liability, especially for direct or indirect damages and consequential damages (e.g. loss of data, loss of profit) is excluded. Liability for auxiliary persons is excluded in full.

The contractual relationship between YPS and the customer is governed exclusively by Swiss substantive law, excluding the provisions of the Swiss Federal Act on Private International Law (IPRG) and the Vienna Convention on the International Sale of Goods (CISG). The place of jurisdiction for all disputes is the registered office of YPS. However, YPS is entitled to take legal action against the customer at the customer’s registered office or place of residence.