General Terms and Conditions

1 Scope / Application

The following general terms and conditions (GTC) govern the fundamental, generally applicable mutual rights and obligations between baseVISION AG (hereinafter referred to as baseVISION) and its customers within the framework of contracts for the purchase of merchandise and the provision of IT services (hereinafter referred to as services), unless otherwise agreed in writing in the respective legal relationship. Oral agreements are invalid.

2 Contract Conclusion and Cancellation

The contract is concluded when baseVISION confirms acceptance of the order (merchandise) or the assignment (services) in writing within the usual processing period of a maximum of five days or delivers the ordered merchandise or executes the assignment after receiving the order. If baseVISION agrees to a cancellation or reduction, the customer must bear the costs already incurred by baseVISION or those resulting from a price increase due to the reduction. Orders for merchandise outside the standard assortment cannot be canceled.

Unless otherwise regulated in the individual contract, the following cancellation conditions apply to services: For workshops, assessments, and hourly billed services with a planned duration of one day or more, a free cancellation is possible up to four weeks before the planned date. If the cancellation occurs between two and four weeks before the date, 100% of the planned hours of the first day will be charged to cover the effort for preparation and reserved capacities. In the case of a cancellation or postponement less than one week before the date or no-show, the full scope of the planned hours that would have been incurred within the first four weeks after the announcement of the cancellation will be charged. For meetings with a planned duration of less than two hours, one hour will be charged for a cancellation less than one week in advance. Further claims for damages remain reserved.

3 Delivery and Performance

The ordered merchandise is ready for pickup at the baseVISION headquarters after completion of the work. If the merchandise is delivered to the customer, the associated transport and packaging costs are borne by the customer. baseVISION is entitled, after prior consultation with the customer, to involve qualified third parties for the execution of services. baseVISION reserves the right to adjust the services if necessary or for important reasons. The working time provided is documented by a work report. The time that the baseVISION employee works for the customer or is available is considered working time, regardless of the location where the services are provided. The customer provides baseVISION with all available information, facilities, and other necessary support and access to the system environment free of charge for the provision of the contractually agreed services, provided that this does not violate contractual obligations towards third parties. The delivery and performance dates specified by baseVISION (hereinafter referred to as delivery dates) and delivery and performance periods (hereinafter referred to as delivery periods) are non-binding. All delivery dates, including those agreed as binding, are subject to correct and timely delivery to baseVISION by third parties and the exclusion of unforeseen incidents. In the event of force majeure and other unforeseeable, extraordinary, and unintentional circumstances, the delivery period of baseVISION is extended by the duration of such events plus a reasonable start-up period if baseVISION is thereby prevented from fulfilling its delivery obligation on time. If delivery becomes impossible or unreasonable, baseVISION is released from the delivery obligation. If the delivery delay lasts longer than two months, the customer is entitled to withdraw from the contract. As far as possible, baseVISION will inform in a timely manner about operational interruptions necessary for the rectification of disruptions, maintenance work, introduction of innovations, etc.

4 Delimitation

Services not offered must be communicated to the customer by the baseVISION employee before realization and commissioned by the customer.

5 Prices / Conditions / Payment

All prices are exclusive of VAT and any other charges. Price changes by the manufacturer are expressly reserved. baseVISION is entitled to change prices at any time. Discounts and rebates are only granted by special agreement. Deployments outside business hours (see www.baseVISION.ch) and on public holidays are subject to special conditions. The surcharges are generally 50% for Saturday and night work and 100% for Sundays and public holidays on the agreed service rates. If the customer is in default of payment, baseVISION is entitled to suspend all services of existing contracts with the customer. In case of late payment, reminder costs of CHF 20.– per reminder and a default interest of 5% from the due date are due.

6 Retention of Title

The delivered merchandise remains the property of baseVISION until full payment is made. In addition, baseVISION is entitled to make a corresponding entry in the retention of title register.

7 Liability

baseVISION is liable for personal and property damage up to the price of the defective merchandise or faulty services in case of fault. In the case of recurring services (maintenance, etc.), an annual fee is considered the price of the services. Liability for financial losses such as lost profits, unrealized savings, the customer’s own expenses, third-party recourse claims, delay damages, damages from the commercial use of the merchandise, and costs resulting from the involvement of third parties is excluded to the extent legally permissible. baseVISION’s liability for data recovery is excluded unless the destruction was caused intentionally or through gross negligence and the customer has ensured that this data can be reconstructed from data material kept in machine-readable form with reasonable effort.

8 Intellectual Property Rights

The customer acknowledges the manufacturers’ rights to programs and documentation and will leave the corresponding rights notices unchanged. Ideas, concepts, experiences, and methods related to IT processing, developed during the provision of services under this contract by baseVISION personnel alone or in collaboration with the customer’s employees, belong jointly to both parties and can be freely utilized. However, the customer undertakes not to make this information accessible to third parties in whole or in part or to publish it unless they have written permission from baseVISION.

9 Data Protection

Both parties undertake to comply with the data protection obligations applicable to them as data controllers in their respective areas of influence and responsibility concerning the processing of personal data in connection with the provision and use of baseVISION’s services.

baseVISION may process personal data on behalf of and for the purposes of the customer (‘order processing’) in the course of providing its services. The provisions of the order processing agreement apply to order processing. The agreement on order processing, which can be accessed here https://www.basevision.ch/en/legal/, is automatically an integral part of the contract.

10 Confidentiality Obligation of the Parties

All information, documents, materials, and data that the parties provide to each other in the course of providing services or of which they become aware in connection with the provision or use of services and which are either marked as ‘confidential’ or ‘secret’ or whose confidentiality must be assumed in good faith due to the nature of the information or the circumstances of the provision, must be treated confidentially by the respective recipient and adequately protected from access by third parties, with at least the same care used to protect their own information of the same or similar nature. Confidential information may only be used in connection with the provision or use of the contractual services, unless otherwise agreed.

The obligation of confidentiality applies indefinitely and continues after the termination of the contractual relationship or the provided service as long as there is a presumed interest in confidentiality regarding the specific information. Statutory disclosure, information, and especially disclosure obligations remain reserved.

The parties transfer the confidentiality obligation to all employees and subcontractors and their employees who reasonably need access to confidential information to use or provide services under the respective contract or otherwise in connection with the execution of the contractual relationship between the parties. Such contractual transfer may be omitted if statutory confidentiality obligations, such as professional secrets, provide comparable protection.

11 Warranty and Guarantee

Manufacturers of the merchandise have assured that baseVISION is authorized to sell the merchandise to third parties and that such sales do not violate any existing third-party rights. baseVISION does not assume any warranty towards the customer for the defect-free and error-free condition of the delivered merchandise. This is the responsibility of the manufacturers. If a warranty claim is made by the customer, baseVISION will mediate with the manufacturer upon request for a fee. The warranty claim expires entirely if the defects are due to careless maintenance or incorrect operation by the customer. The warranty does not cover the elimination of errors caused by normal wear and tear, external influences, operating errors, or other improper handling. The warranty lapses as soon as the customer or a third party unauthorizedly changes the merchandise themselves or has it changed by third parties. In the case of obvious and system-related defects, a written defect list must be submitted to baseVISION within seven days. After the deadline, the merchandise is considered approved.

12 Non-Solicitation

The customer undertakes not to enter into an employment relationship or a similar legal relationship with a baseVISION employee during the duration of ongoing assignments. In case of violation, the customer is obliged to pay compensation in the amount of at least one annual salary of the respective employee per individual case as a contractual penalty. The assertion of further damages remains reserved.

13 Final Provisions

Rights and obligations under the contract are not transferable in whole or in part without the prior written consent of baseVISION. These GTC are binding in any case. They apply in particular even if they differ from those of the business partner.

Should any provision be wholly or partially invalid, the present contract remains otherwise effective. The invalid part is to be reinterpreted so that the economic purpose pursued with it is achieved as far as possible. The same applies to necessary interpretations or additions.

These GTC are governed by Swiss law. For cases not regulated in these GTC, the Swiss Code of Obligations and the Federal Act on Data Protection apply. The place of jurisdiction for any legal disputes is Olten, Solothurn. However, baseVISION also has the right to take legal action against the customer at the competent court of their business or residence.

baseVISION reserves the right to change these GTC at any time. The amended GTC apply in this case to all orders and contracts placed after their publication. SLAs, packages (subscriptions), and maintenance contracts are an integral part of these GTC.