General Terms and Conditions
This English translation is provided for your convenience. Only the German version is legally binding.
1. Subject Matter
Under these General Terms and Conditions, the company Kaspar Lüthi - Humantools offers its customers the following:
- Complete IT systems
- Hardware
- Licensed software (system software and application software modules)
- Software developed in-house
- Internet solutions/programming
(all hereinafter referred to as “Products”).
Kaspar Lüthi - Humantools may subcontract work to third parties but remains responsible to the customer for the result.
These General Terms and Conditions apply if the parties accept them expressly or tacitly. Deviations from these terms and any side agreements are binding on Kaspar Lüthi - Humantools only if it has accepted them in writing.
2. Use/Industrial Property Rights/Copyright
As a matter of principle, with the exception of the agreed rights of use, all rights, in particular industrial property rights, patent rights and copyrights, including rights of exploitation and modification, in the software, internet solutions/programming, documentation, plans and schematics supplied remain with Kaspar Lüthi - Humantools or its licensors. Unless otherwise agreed, any source code also remains with Kaspar Lüthi - Humantools. The ideas, concepts and processes developed by Kaspar Lüthi - Humantools in the course of production may be used in the creation of other products. Kaspar Lüthi - Humantools has the right to use and modify the work result for its own promotional purposes, subject to the duty of confidentiality.
Specifically, the following rights of use apply:
a) Software developed in-house
Kaspar Lüthi - Humantools grants the customer the non-transferable, non-exclusive right, subject to payment, to use the software supplied. Unless otherwise agreed, the software supplied may be used on only one central processing unit (CPU) at any one time and may not be modified.
b) Internet solutions/programming
Kaspar Lüthi - Humantools grants the customer the non-transferable, non-exclusive right, subject to payment, to use the internet solution/programming supplied within the agreed scope. Unless otherwise agreed, the internet solution/programming supplied may be used only under a single internet address, i.e. the customer's own “web page/site” or domain. The internet solution/programming, or any part of it, may not be modified without the consent of Kaspar Lüthi - Humantools. Updating and modifying fields specifically intended for this purpose is permitted.
3. Data Supplied: Third-Party Rights/Data Protection
The customer is obliged to verify, and is responsible for ensuring, that the use of data, images, etc. supplied to Kaspar Lüthi - Humantools and incorporated by Kaspar Lüthi - Humantools into a program or an internet solution does not infringe the industrial property rights of third parties, in particular copyright, or violate the Data Protection Act.
4. Delivery/Delay
Agreed delivery dates are valid subject to events beyond the control of Kaspar Lüthi - Humantools. In particular, Kaspar Lüthi - Humantools cannot accept any liability for delays if non-substitutable tools used for programming contain errors or do not permit certain programming steps, and this could not have been known even to a specialist.
The customer is entitled to withdraw from the contract if Kaspar Lüthi - Humantools fails to make an agreed delivery within a reasonable grace period after a written reminder.
If the customer delivers data and/or materials required for programming to Kaspar Lüthi - Humantools late, the delivery date for the finished Product is automatically extended by the same period of time. After a written reminder and the expiry of a period of two calendar weeks, Kaspar Lüthi - Humantools is entitled to withdraw from the contract, charging for the work performed up to that point.
For larger projects, the customer is regularly presented with work samples, which the customer must examine for any defects and, if necessary, object to in writing.
5. Acceptance
A Product is deemed accepted if the customer does not give written notice of a defect within ten days of delivery. If the installation is carried out by Kaspar Lüthi - Humantools, this period runs from completion of the installation. For larger projects, a specific test phase and the preparation of an acceptance report may be agreed.
6. Prices
Unless otherwise agreed, prices are exclusive of freight, installation, expenses and training. However, installation and training are provided by Kaspar Lüthi - Humantools at the customer's request on the terms applicable at the time. All prices are always exclusive of value added tax (VAT).
Additional work caused by incomplete information or by late or incorrect delivery of materials or services on the part of the customer, as well as conceptual changes subsequently requested by the customer that are not necessitated by technical difficulties, will be charged to the customer at a previously agreed hourly rate.
Kaspar Lüthi - Humantools reserves the right to adjust prices for Products sourced from abroad at short notice in line with any exchange rate fluctuations.
7. Terms of Payment
Hardware and licensed software are payable net within 10 days of delivery.
For software developed in-house, internet solutions/programming and complete IT solutions, an advance payment of 25% of the total contract amount is due when the order is placed. The remaining 75% is payable net within 30 days of delivery.
For larger projects lasting longer than three months, a special payment schedule providing for monthly invoicing will be agreed.
8. Retention of Title and Right of Withdrawal in the Event of Late Payment
Until the purchase price has been paid in full, Kaspar Lüthi - Humantools is entitled at any time to have its retention of title to the Products it has supplied registered.
If the customer defaults on payment, Kaspar Lüthi - Humantools is entitled, after sending the customer a written reminder and setting a reasonable grace period, to withdraw from the order, suspend programming work, repossess Products already delivered and claim compensation for the damage resulting from the cancellation of the order.
9. Warranty
Kaspar Lüthi - Humantools guarantees the functionality of its Products for their intended use in accordance with the contractual specifications and the characteristics expressly warranted therein. Products that do not comply with the specifications will be repaired, corrected or replaced free of charge by Kaspar Lüthi - Humantools within the warranty period. The customer must report any defects that occur to Kaspar Lüthi - Humantools in writing within 10 days and document them at the request of Kaspar Lüthi - Humantools.
For hardware products and licensed software products, the warranty is governed by the manufacturer's warranty and is generally one year from acceptance.
For software developed in-house and internet solutions/programming, a warranty of 90 days from acceptance is granted.
However, Kaspar Lüthi - Humantools cannot guarantee that the aforementioned Products can be used without interruption and free of errors in all combinations, with any data, IT systems and programs, or under different user interfaces, networks and internet environments.
The warranty lapses if the customer or a third party makes unauthorized modifications to the Products supplied or changes the conditions under which the Products are used.
10. Liability
Any liability on the part of Kaspar Lüthi - Humantools beyond this warranty for direct or indirect damage, errors and other disadvantages arising from the use of its Products is excluded. In particular, any liability for and arising from any loss of data is excluded.
11. Confidentiality
Neither party will disclose to third parties any information relating to the other party's business that is neither publicly accessible nor generally known, and both parties will make every effort to prevent third parties from gaining access to such information. On the other hand, each party may continue to use, in its customary business activities, knowledge it acquires in the course of the business relationship.
12. Choice of Law and Place of Jurisdiction
This legal relationship is governed by Swiss law.
The place of jurisdiction is the registered office of Kaspar Lüthi - Humantools. However, Kaspar Lüthi - Humantools is free to bring legal action at the customer's registered office.