General Terms and Conditions

1. Scope

These GTC apply exclusively to business clients within the meaning of the Swiss Code of Obligations. K-I-Soft does not enter into contracts with consumers.

Conflicting or additional terms of the Client only become part of the contract if K-I-Soft accepts them in writing.

2. Services and Conclusion of Contract

K-I-Soft offers in particular the following services: IT consulting, software architecture, custom software development, cloud engineering (in particular on AWS), and technical project supervision.

Unless stated otherwise, offers from K-I-Soft are valid for 30 days from the date of issue. A contract is concluded upon written order confirmation or upon commencement of work by K-I-Soft.

3. Client Cooperation

The Client shall provide K-I-Soft in good time with all information, documents, system access, and contact persons required for the services, and shall nominate a project lead.

Delays in the Client’s sphere of responsibility extend agreed deadlines accordingly and may result in additional effort, which will be invoiced separately.

4. Prices and Payment Terms

Services are rendered either on a time and materials basis at the agreed hourly or daily rate, or for a fixed price agreed in writing. All prices are in Swiss francs (CHF) plus statutory VAT.

Time and materials engagements are invoiced monthly. Fixed price engagements are invoiced upon reaching agreed milestones. Invoices are due 30 days net from the invoice date. In the event of late payment, default interest pursuant to Art. 104 of the Swiss Code of Obligations applies.

Travel time counts as working time. Expenses are invoiced based on actual cost.

5. Delivery and Performance Dates

Dates are only binding if expressly confirmed in writing as binding. Delays caused by force majeure, breaches of the Client’s cooperation duties, or by third parties (for example cloud providers) are not attributable to K-I-Soft.

6. Acceptance

For fixed price work product, the Client shall test the deliverable within ten working days of delivery. Material defects must be reported in writing. If no written notice of defects is given within that period, or if the deliverable is taken into productive use, the work product is deemed accepted.

Minor defects do not justify withholding acceptance.

7. Rights in the Work Product

Upon full payment of the agreed remuneration, the Client receives a non-exclusive, transferable, perpetual right to use the individually developed work product for the contractually agreed purpose.

Pre-existing know-how, general concepts, methods, tools, and reusable libraries of K-I-Soft remain with K-I-Soft. K-I-Soft may reuse generic building blocks developed in the course of the engagement in other projects.

Open source components remain subject to the licences of their respective authors.

8. Confidentiality

Both parties shall treat confidential information of the other party as confidential and use it solely to perform the contract. This obligation survives termination of the contract for a period of three years.

Excepted are information that is demonstrably public, was independently developed, or must be disclosed by law or by a competent authority.

9. Warranty

K-I-Soft performs its services with professional care according to the current state of the art. Defects must be reported in writing without undue delay. K-I-Soft will remedy properly notified defects within a reasonable period by way of rectification.

No warranty is given for materials, interfaces, third-party systems, or operating environments supplied or specified by the Client.

10. Liability

K-I-Soft is liable for proven direct damage caused by slight negligence up to a maximum of the fees paid by the Client to K-I-Soft for the affected service in the twelve months preceding the event giving rise to the claim.

Liability for indirect damages, consequential losses, lost profits, loss of data, reputational damage, or business interruption is excluded.

The above limitations do not apply in cases of intent, gross negligence, personal injury, or where mandatory law precludes them.

Claims expire twelve months after the Client became aware of the damage and the liable party.

11. No Legal or Regulatory Advice

K-I-Soft provides technical and architectural consulting and development services. These services do not constitute legal, tax, or regulatory advice and do not replace the assessment of a qualified lawyer or competent authority. The Client remains solely responsible for compliance with the laws, standards, and contractual obligations applicable to it.

References to frameworks, standards, or regulatory requirements (for example FADP, GDPR, DORA, ISO 27001) are provided for technical guidance only and not as legal advice.

12. Data Protection

K-I-Soft processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP / nDSG) and, where applicable, the EU General Data Protection Regulation (GDPR). Details are set out in the privacy policy.

Where personal data is processed on behalf of the Client, the parties shall conclude a separate data processing agreement (DPA).

13. Term and Termination

The contract commences upon order confirmation or upon commencement of the services and ends upon full delivery of the agreed services.

Recurring engagements (for example maintenance, operations, retainers) may be terminated by either party with 30 days’ notice to the end of a calendar month, unless otherwise agreed in the individual contract.

The right to terminate for cause remains reserved. Good cause includes in particular repeated breach of material contractual obligations despite written notice, payment default of more than 30 days, and the opening of insolvency proceedings against a party.

The following provisions survive termination of the contract in particular: rights in the work product, confidentiality, liability, data protection, governing law, and jurisdiction.

14. Assignment

The Client may only assign rights and obligations under this contract to third parties with the prior written consent of K-I-Soft.

K-I-Soft may assign the contract in the context of a reorganisation, merger, or transfer of business to an affiliated or acquiring entity. The Client will be informed in writing in good time.

15. Entire Agreement and No Waiver

These GTC, together with the written offer or order confirmation, constitute the entire agreement between the parties with respect to the relevant engagement and supersede all prior oral or written understandings on the same subject matter.

The failure or delay of a party to enforce a right under this contract does not constitute a waiver of that or any other right.

16. Final Provisions

Subcontractors: K-I-Soft may engage subcontractors and cloud services (in particular AWS) for the performance of services and remains responsible for their performance.

Force majeure: If events outside a party’s reasonable control occur, the affected obligations are suspended for the duration of the event.

Amendments and form: Amendments and additions to this contract require written or electronically documented confirmation by both parties. This also applies to any waiver of this form requirement.

Severability: Should any provision of these GTC be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by one that comes closest to its economic purpose.

Governing law and jurisdiction: Swiss law applies exclusively, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes is Bern, Switzerland.