1. Scope and validity
These General Terms and Conditions regulate the rights and obligations in the relationship between Qbex GmbH and its customers. They apply to all business relationships between Qbex GmbH and the customers, to the delivery of services, unless otherwise agreed in writing. General terms and conditions of the customer or third parties are explicitly excluded and do not apply.
Services are any projects, consulting, maintenance services that are based on effort or expense. They are offered and provided by Qbex GmbH according to an agreed fee.
2. Ordering, delivery
Orders can be made verbally, electronically or in writing (letter or fax).
A contract is concluded through the customer's order and order confirmation from Qbex GmbH. A delivery note also serves as an order confirmation. If the customer has received an offer, the contract is concluded when the offer is signed (acceptance). The general terms and conditions and the other contractual provisions such as service level agreement(s), service descriptions, fact sheets, orders, etc. are part of the contract. In the event of contradictions, the remaining contractual provisions take precedence over the general terms and conditions.
3. licenses
Unless otherwise contractually agreed, the customer receives a non-exclusive, time-limited, non-transferable right of use for software, documentation, etc. within the framework of the license terms of the software manufacturer or licensor. He is entitled to use the software, the associated documentation within the scope of the contract and the other parts of the contract. Qbex GmbH generally has the necessary rights to use the software it provides.
4. Rights and obligations of the customer
The customer carries out the actions necessary for Qbex GmbH to provide the service. In particular, he undertakes to carefully store and use access data such as passwords etc. and to comply with Qbex GmbH's security instructions.
The customer ensures, at his own expense and risk, that the administrative, organizational and technical requirements are met so that Qbex GmbH can provide its services in accordance with the contract. This includes, but not exclusively, the provision and provision of all necessary services, information, material resources, contact persons and technically qualified personnel, technical framework conditions, access to the relevant premises, hardware and/or software, etc.
5. Acceptance and testing
The customer is obliged to use the services delivered by Qbex GmbH immediately after notification of readiness for acceptance. If notification is not made in a timely manner, any warranty and any other claims of the customer will expire, unless the damage or defect was not recognizable during the required acceptance test (hidden defect).
6. Transfer of benefits and risks
With the handover, commissioning or Once the service provided is used productively, the risk and benefits are transferred to the customer. Recurring services will be charged from this point onwards. Ownership, if applicable, passes to the customer upon full payment.
7. Maintenance and Support
Preventive maintenance and support are carried out in accordance with the remaining contractual conditions and the customer's products listed there at the customer's premises or via remote access during the agreed maintenance windows and standby times from locations to be determined by Qbex GmbH.
8. prizes
The prices are purely net in Swiss francs (CHF) excluding additional costs such as VAT. Services will be invoiced to the customer at a flat rate or based on effort in accordance with the rates in the respective price list or in accordance with the contract. For services that are billed based on usage, the number of users, capacities used, licenses, etc. listed on the invoice are considered binding and accepted by the customer. Expenses are shown and invoiced separately as agreed.
The flat-rate fees are due from the date of acceptance or the start of productive use of the agreed services and will be invoiced one month in advance in accordance with the remaining contractual provisions.
Qbex GmbH reserves the right to unilaterally adjust the prices once a year at the beginning of the year to the consumer price index at maximum within the annual inflation rate.
9. Terms of Payment and Default
Invoices are due for payment strictly net from the invoice date in accordance with the agreed payment conditions. After this period has expired, the customer is in default without a reminder. Qbex GmbH can claim default interest of 5%.
If the customer defaults, Qbex GmbH is entitled, without further threat, to suspend services to the customer in whole or in part or to make them dependent on security until their claims are paid off or secured. Qbex GmbH can collect products that have already been installed but not paid for at any time after a warning has been issued. All consequences resulting from such a suspension of delivery are borne exclusively by the customer. Further claims for damages remain expressly reserved.
10. Settlement / right of retention
The customer is not entitled to offset any counterclaims against claims of Qbex GmbH. Any right of retention or retention of Qbex GmbH items is completely excluded.
The products or copies of the work delivered by Qbex GmbH remain the property of Qbex GmbH until Qbex GmbH has received the purchase price including any interest, fees or taxes etc. As long as the purchase price has not been paid in full, the customer is obliged to maintain the products delivered by Qbex GmbH, treat them with care and insure them against all usual risks.
11. Warranty
The responsibility for the selection, configuration, deployment and use of services, especially products, as well as the results achieved with them lies with the customer.
Qbex GmbH will provide the services owed in accordance with the General Terms and Conditions and the other contractual conditions by properly trained specialist personnel in compliance with the usual care in its company with the aim of ensuring the agreed quality and quantity of the services and maintenance services. This includes agreements on compliance with guaranteed availability, specific response and/or troubleshooting times for reported errors, an escalation procedure or other measures to restore normal availability after disruptions.
Furthermore, the customer acknowledges that in any case a defect only exists if it is reported to Qbex GmbH in writing and in detail immediately after discovery and contains a relevant and reproducible error. The warranty is excluded in particular for defects that are due to non-compliance with obligations on the part of the customer, such as inadequate maintenance on the part of the customer, failure to comply with operating or installation instructions, improper use of the products, use of unauthorized parts and accessories, natural wear and tear, transport , improper handling or treatment or attempted repairs, modifications, etc.
12. Access, maintenance work and data backup
Qbex GmbH regularly accesses the installation and maintenance of its infrastructure, which is made available to the customer for certain services, during the specified maintenance windows. The services may be temporarily interrupted. Access to the customer's data is only possible based on an additional contractual agreement or an express order from the customer.
Subject to contractual agreements, the customer is responsible for accessing and securing their data. He must treat the passwords, access data or means given to him confidentially and not reveal them to third parties and must be fully responsible for any damage resulting from any misuse of the same.
13. Liability
Qbex GmbH is liable without limitation for direct damage caused intentionally or through gross negligence. Liability for indirect or consequential damages such as lost profits or damages from loss of data is expressly excluded in its entirety.
Qbex GmbH's liability is also excluded for damages that occur as a result of force majeure (fire, water, power interruptions or fluctuations in the feed, earthquakes, strikes, interventions by third parties, etc.). If a situation of force majeure lasts more than four weeks, Qbex GmbH is entitled to withdraw from the contract without further notice. Any additional expenses will be invoiced according to the applicable rates at the time.
14. Confidential Information
Qbex GmbH undertakes to treat confidential information made available to it by the other party or its suppliers or auxiliary persons as confidential and to protect it from access by third parties. Confidential information includes, in particular, customer information, product-related technologies, ideas and algorithms, trade secrets, technical, commercial or financial information and plans, terms of concluded contracts and any other information designated as confidential. If the customer is subject to additional legal confidentiality obligations (e.g. banking secrecy, legal professional secrecy, medical secrecy, etc.), Qbex GmbH also undertakes to keep all information and data covered by this secret and to instruct and train its employees and assistants accordingly. Information that is generally known or publicly available is not considered confidential.
15. Data protection
Qbex GmbH undertakes to comply with the applicable data protection regulations and to process data carefully. Qbex GmbH can collect personal data itself, obtain it from third parties, store it, process it and pass it on to third parties for and in connection with the provision of its services, in compliance with applicable data protection standards at all times. Personal data can be used by Qbex GmbH or by third parties engaged by it in particular in the following way: a) to check the requirements for concluding a contract, b) to fulfill contractual obligations to the customer, c) to maintain and develop the customer relationship as well as usage behavior, d) for address validation, e) to prevent unlawful use of services (in particular to prevent cases of fraud such as excessive use, etc.), f) for invoicing, g) for financing and debt collection purposes, h) for creating credit ratings - and credit reports or i) to provide services with the manufacturer.
16. Improper Use
The customer is fully responsible for the content of information that he makes available to the public on the Internet and that he hosts on Qbex GmbH's infrastructure and makes available to third parties via telecommunications networks.If Qbex GmbH is warned by third parties due to illegal content or improper use, Qbex GmbH can suspend services and/or warn the customers.
17.
Contract duration and termination
Unless otherwise agreed in the other contractual provisions, the contract is concluded for a fixed period of twelve (12) months from the signing of the contract and can be terminated in writing with a notice period of three months at the end of a month, for the first time at the end of the fixed contract period. After the fixed contract period has expired, the contract can be terminated at the end of a month with a notice period of three (3) months.
Qbex GmbH reserves the right to terminate this contract at any time for important reasons. An important reason exists if the continuation of the contract is no longer reasonable for Qbex GmbH for objective reasons, e.g. in the event of insolvency or late payment, justified doubts about the customer's solvency, violation of intellectual property rights, violation of these General Terms and Conditions
18. transmission
Rights and/or obligations from individual contracts can only be transferred by the customer with the prior written consent of Qbex GmbH. Qbex GmbH is entitled to transfer rights and/or obligations and/or the entire contract to third parties without the consent of the customer.
19. Applicable law and place of jurisdiction
This contractual relationship is subject exclusively to Swiss law with the express exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on April 11, 1980).
The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationships is at the registered office of Qbex GmbH. Qbex GmbH is also entitled to prosecute the customer at the ordinary places of jurisdiction.
