The original version is in German, French and English are machine translated. In case of doubt, the German version applies.
The General Terms and Conditions (hereinafter referred to as ‘GTC’) contain the framework conditions for all services and products that Infopro AG provides to its customers (hereinafter referred to as ‘customer’). A customer is any natural or legal person or partnership that has concluded a contract with Infopro AG.
The current binding version of the General Terms and Conditions can be requested from Infopro AG.
1. scope of application and validity
1.1 The GTC form an integral part of all offers and for all current and future contracts between the customer and Infopro AG. Further contractual provisions and ancillary agreements must be made in writing to be valid; in the event of contradictions, they shall take precedence over the GTC.
1.2 The customer’s general terms and conditions shall only become part of the contract with the express written consent of Infopro AG.
2. hierarchy
In the event of contradictions between these provisions and the individual contracts or other annexes referenced therein, the provisions shall apply in the following order:
- Service contract and its appendices
- These GTC
- Further offers
3. conclusion of contract
The contract is concluded by the signing of a separate contract by both parties or – if the offer provides for this – by written acceptance of the valid offer.
4. remuneration, fees and prices
4.1 Infopro AG provides its services at the prices stated in the offers or contracts.
4.2 Offers for services, subscriptions and products are generally non-binding and, unless otherwise defined, are always exclusive of VAT, installation costs and any delivery and shipping costs.
4.3 Unless otherwise defined, the following conditions apply to services:
During regular support hours (see section 13. Maintenance and support), the time spent per five minutes or part thereof will be charged at a rate of CHF 186 per hour.
During on-call times (cf. Maintenance and Support), the time spent per fifteen minutes or part thereof will be charged at a rate of CHF 225 per hour.
4.4 Prices for products shall be deemed binding if an offer has been accepted by the customer within the specified validity period. The acceptance of the offer must be made in writing.
4.5 Subscriptions are generally subject to the current prices on the start date of the subscription. If third-party providers increase their prices, Infopro AG reserves the right to pass on the price increase to the customer in writing (by e-mail) at the end of each month, subject to a notice period of 30 days.
4.6 General price and fee adjustments may be made in writing (by e-mail) at the end of each month, subject to a notice period of six months. Infopro AG shall justify the price increase together with the announcement.
5. delivery
5.1 Infopro AG shall endeavour to meet the defined delivery deadlines. However, it does not assume any legal warranty for this. This applies in particular to delays in delivery by its suppliers and in cases of force majeure. Unless explicitly stated in the order, no contractual penalties, claims for damages or similar can be asserted for delays in delivery.
5.2 After handover or dispatch of ordered products (in particular hardware and software), benefit and risk are transferred to the customer. Further claims for compensation are excluded. Complaints must be made in writing to Infopro AG within 7 working days of receipt of the goods, otherwise the delivery is deemed to be complete and free of defects.
6. terms of payment
6.1 Unless regulated in individual contracts, the order confirmation or the accepted offer shall form the basis for the invoicing of services.
6.2 Unless otherwise agreed, fees are invoiced monthly and are due for payment within 10 days of invoicing. An invoice shall be deemed accepted after expiry of the payment deadline without notification from the customer.
6.3 If the customer defaults on payment, Infopro AG is authorised to collect the goods subject to retention of title without withdrawing from the contract.
6.4 If the payment deadlines for subscriptions are not met, Infopro AG may suspend access to the services, provided that Infopro AG has informed the customer of the outstanding payment and has set a reasonable deadline for settlement.
6.5 In the event of late payment, Infopro AG shall be entitled to charge a reminder fee of CHF 20 from the second reminder onwards, as well as interest on arrears at the usual bank rate and other costs directly related to the late payment.
6.6 Infopro AG may, at its own discretion, demand advance payments, particularly for ordered hardware and software.
6.7 Offsetting of the customer’s claims is excluded, except in cases of insolvency and in the case of counterclaims that are legally related to the customer’s liability and are recognised by Infopro AG.
6.8 In the event of non-compliance with the terms of payment, Infopro AG is entitled to withhold outstanding deliveries and services. The customer’s contractual obligations remain unaffected by such a suspension of services.
7. reservation of title
Until the purchase price has been paid in full, products and/or materials remain the property of Infopro AG and may not be pledged or assigned as security by the customer. In this case, Infopro AG is entitled to demand that the retention of title be registered with the relevant authorities at the customer’s expense.
8. Warranty and guarantee
8.1 The warranty period for the products supplied by Infopro AG is based on the warranty period defined by the manufacturer. Any defects occurring during the warranty period must be reported immediately after discovery by the customer. The warranty covers all defects occurring within the agreed warranty period, provided that these are demonstrably caused by poor material or faulty manufacture.
8.2 The guarantee and the associated warranty relate to the product and not to the associated service. In particular, liability for the costs of disassembly or reassembly, configuration and installation of any replacement device, as well as for any damage caused directly or indirectly by the delivered goods themselves, their use or their defects, is excluded. Furthermore, there is no entitlement to replacement devices.
8.3 For all service subscriptions where the service is provided by an external manufacturer and Infopro AG acts as an integration partner and reseller, the manufacturer’s terms and conditions apply. For example, the provisions of the Microsoft Cloud Agreement apply to all services based on Microsoft Office 365 or Microsoft Azure.
8.4 Unless explicitly covered by a corresponding maintenance subscription from Infopro AG, the customer is responsible for updating, maintaining, complying with the recommended security standards and backing up the relevant platforms, data and applications.
8.5 When purchasing services in the form of subscriptions, the warranty ends after the cancellation period has expired.
9. liability
9.1 Infopro AG shall not be liable for events of force majeure which make it considerably more difficult for Infopro AG to fulfil the contract or which temporarily hinder or render impossible the proper performance of the contract.
9.2 Furthermore, Infopro AG excludes all liability for consequential damages such as liability for loss of profit and liability for loss of data or third-party claims unless Infopro AG or a person for whom Infopro AG is responsible has caused the damage wilfully or through gross negligence.
9.3 In the event of claims, irrespective of their legal basis, and in the event of claims by the customer in connection with any warranties, Infopro AG shall be liable without limitation for damage caused intentionally or by gross negligence and for personal injury.
9.4 However, liability for damage caused by Infopro AG through slight negligence is excluded to the extent permitted by law; the same applies to financial loss and consequential damage.
10. Obligations of the customer
10.1 The customer undertakes to keep user identification and passwords received from Infopro AG for the purpose of accessing its services secret and to inform Infopro AG immediately as soon as it becomes aware that unauthorised persons are aware of passwords.
10.2 The customer undertakes to inform Infopro AG immediately if defects, faults or non-availability of services are detected. Furthermore, Infopro must be informed in particular of any use of the services by the customer, its employees or third parties engaged by the customer or by unauthorised third parties in breach of the law or the contract.
10.3 If the customer also utilises third-party services (in particular software subscriptions) by means of the services purchased from Infopro AG, the customer shall be responsible for complying with the terms of use of these third-party services and may be held directly liable in the event of damage.
10.4 The customer further undertakes to comply with the cantonal and federal legal provisions of data protection, telecommunications and copyright law applicable to the customer, as well as other relevant laws. The customer is responsible for determining the processing, means, purpose and organisation of the data processing.
10.5 The dissemination of illegal information or content (in particular depictions of violence, pornography, discrimination, incitement to violence or criminal offences, gambling, infringement of copyrights, trademark rights, publishing rights and other intellectual property rights, infringement of personality rights, unsolicited mass mailings, etc.) and harassment by electronic messages from the customer (e.g. so-called spam mails) via services provided by Infopro AG is prohibited.
11. Confidentiality and data protection
11.1 The parties shall treat all data and information that is neither in the public domain nor generally accessible as strictly confidential. In case of doubt, information must be treated confidentially and there is a mutual duty of consultation.
11.2 Infopro AG undertakes to use confidential information only for the purpose of fulfilling the contractual relationship and to disclose it to employees and third parties only insofar as this is necessary for the fulfilment of the contractual relationship. The parties are obliged to impose a duty of confidentiality on their employees and third parties involved in the fulfilment of the contract.
11.3 The parties’ confidentiality obligations shall remain in force for at least five years after termination of the contractual relationship and/or the respective contract or for as long as a legal basis or a contractual agreement requires this.
11.4 The parties shall comply with the provisions on data protection applicable to them when providing the service, as amended from time to time.
11.5 Insofar as Infopro AG processes personal data on behalf of the customer (directly or in the form of a service subscription), Infopro AG acts as the processor. Responsibility for compliance with the obligations under the relevant data protection legislation therefore lies with the customer. Infopro AG shall ensure that the Swiss data protection provisions are complied with when Infopro AG processes data.
12. intellectual property rights and rights of use
12.1 All property rights to software products are and remain the property of Infopro AG or the licensor of the software. The customer acknowledges that Infopro AG or the licensor may demand the cancellation of the licence granted and the return of the product in the event of a breach of the terms of use or licence. The customer shall be liable to the licensor of the software in the event of non-compliance with the licence terms.
12.2 Third-party providers may make the latest version of the software available to the customer at any time and at no cost. Any installation costs incurred by Infopro AG are not included in the fees and will be charged to the customer at cost.
12.3 For the duration of the contractual relationship, Infopro AG grants the customer a non-transferable and non-exclusive right to use the services and products (software, hardware and documentation) provided by Infopro AG in accordance with these GTC and the other contractual provisions. All corresponding intellectual property rights remain the property of Infopro AG or the licensor.
13. maintenance and support
13.1 Infopro AG support can be contacted on 031 511 14 44 or by e-mail via support@infopro.ch from Monday to Friday from 08.00 to 17.30.
13.2 Infopro AG operates an on-call service from Monday to Friday from 06.00 to 08.00 hours and from 17.30 to 23.00 hours and on Saturdays, Sundays and public holidays from 09.00 to 22.00 hours.
13.3 The customer is responsible for informing Infopro AG of the competences of its employees and for keeping the data up to date. Unless otherwise defined, the customer’s employees may generate support or material costs of CHF 200 per case.
13.4 If the support services are not covered by corresponding service subscriptions, support services are generally invoiced on the basis of the applicable fees and prices (see Section 4. Fees and prices). On request, Infopro AG will participate in the search for the cause of the fault, even if the fault occurs when several systems or components interact. If the fault is caused by incidents or circumstances for which Infopro AG is not responsible, these services will be invoiced at the current fees and prices.
13.5 Agreed response times can only be guaranteed for cases that are reported by telephone and declared as such. Infopro AG accepts no liability for direct or indirect financial loss or consequential loss during the agreed intervention time.
14. access and documentation rights
14.1 The customer shall provide Infopro with all necessary access rights.
14.2 Infopro AG may record the access rights and other information on the installations.
14.3 Infopro AG may disclose certain information to partner companies and subcontractors with whom it has concluded a security agreement and who provide solutions used by the customer. Other parties shall only be granted access at the customer’s request.
14.4 The customer has the right to demand the surrender or deletion of this information at any time.
15. Duration and termination of the contractual relationship
15.1 Unless otherwise agreed, the contracts are concluded for an indefinite period.
15.2 Contracts concluded for an indefinite period may be terminated in writing by either party at any time with a notice period of six months to the end of a month.
15.3 Subscriptions can be cancelled at the end of each month.
15.4 Each party has the right to terminate the contractual relationship or an individual contract for good cause in writing at any time and without observing a period of notice. Good cause shall be deemed to exist, in particular, if services or third-party services obtained by means of these services are used unlawfully or improperly, made available or passed on to unauthorised third parties, or if the terms of use are disregarded by Infopro AG or the licensor.
15.5 Upon termination of the contract, all parts of the contract shall lapse, with the exception of the provisions that remain valid even after termination.
15.6 The parties undertake to return or hand over to each other their property, documents, access rights and data. Infopro AG shall delete all customer data no later than three months after termination of the contract, unless otherwise agreed.
15.7 Infopro AG can only guarantee the proper cancellation of the services (in particular deinstallation or deletion) if the six-month notice period is observed.
15.8 Infopro AG shall support the customer as required in connection with the transfer of data to a third-party provider or back to the customer. This effort is to be remunerated additionally by the customer.
16. assignment, transfer and pledge
Rights and obligations arising from the contractual relationship and the contract as a whole may not be assigned, transferred or pledged to third parties, either in whole or in part, without the prior written consent of the other party.
17. Final provisions and place of jurisdiction
17.1 Amendments or additions to the contract shall be made exclusively in writing.
17.2 Should one or more provisions of this contractual relationship or parts thereof be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The legally invalid provision shall be replaced by a provision that corresponds as closely as possible to the meaning and purpose of this contractual provision from an economic point of view.
17.3 Contractual relationships and their components shall be governed exclusively by Swiss law to the exclusion of the conflict of laws rules of the IPRG and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
17.4 The exclusive place of jurisdiction is Bern.
Status: July 2024