These general terms and conditions (“GTC”) govern the relationship between Artis itech GmbH (“ARTIS ITECH”) and natural or legal persons under civil or public law who maintain business relationships with Artis itech GmbH in accordance with these terms and conditions, hereinafter referred to as “customer”; together the “parties”.
The following terminology applies to the following:
a. maintenance contracts, service level agreements, service descriptions, data sheets, orders, accepted offers, etc. (hereinafter referred to as “other contract terms”);
b. Hardware, software, or accessories sold, licensed, distributed, or serviced by Artis itech, as described in the terms and conditions or other contract terms (hereinafter referred to as “products”);
c. Project, consulting, maintenance, cloud or other information and communication technology services offered and provided by ARTIS ITECH in accordance with a separately agreed price calculation (hereinafter referred to as “services”); products and services together (hereinafter referred to as “services”).
These general terms and conditions apply to all business relationships between the parties. General terms and conditions of the customer or third parties are expressly excluded. The current version of the general terms and conditions is available at www.artis iTech.ch/AGB.
These general terms and conditions apply to all business relationships between the parties. General terms and conditions of the customer or third parties are expressly excluded. The current version of the general terms and conditions is available at www.artis iTech.ch/AGB.
The terms and conditions and other contractual terms are an integral part of all contractual relationships between the parties. In the event of contradictions, the other contractual provisions take precedence over the terms and conditions. In the event of contradictions between the other terms of the contract, the newer one prevails over the older one.
Ordering, delivery, handing over of products and provision of services:
Orders are valid if the customer provides them to ARTIS ITECH orally, electronically or in writing (e-mail, letter) and they are accepted by ARTIS ITECH in accordance with Section 2.2.
A contract between the parties is concluded when the customer places an order and ARTIS ITECH confirms the order. A delivery note is also considered an order confirmation. If the customer has received an offer, the contract is concluded when the customer accepts it verbally or in writing. If the customer wishes to change or cancel the order, ARTIS ITECH must agree to this in writing. If the customer wishes to change or cancel the order, ARTIS ITECH must agree to this in writing. The customer must reimburse ARTIS ITECH all agreed costs and costs arising from the change or cancellation. The customer must pay ARTIS ITECH for all ordered services and products in advance.
The dates given by ARTIS ITECH are indicative only and require express written confirmation. The dates are given to the best of our knowledge, but without guarantee. This applies in particular in the event of delivery delays, e.g. due to delivery problems with the manufacturer. If a service is delayed beyond a date guaranteed in writing by ARTIS ITECH, the customer may, after expiry of a reasonable grace period of at least 20 days, delay ARTIS ITECH in writing and then withdraw from the relevant order after expiry of a reasonable further period of grace. In this case, ARTIS ITECH is only liable to the customer for direct and immediate damage if and to the extent that the delay or impossibility of delivery is demonstrably based on a grossly negligent breach of contract by ARTIS ITECH. Any further liability is expressly excluded.
ARTIS ITECH is entitled to carry out orders in part. ARTIS ITECH may engage third parties to provide services without the customer's consent. ARTIS ITECH is liable for third parties as well as for its own services.
The customer undertakes to take all necessary or contractually agreed measures for the provision of services by ARTIS ITECH. At its own expense, the customer creates the administrative and technical requirements that ARTIS ITECH requires to provide its services in accordance with the contract. This includes, for example, providing relevant information, naming contact persons and technically qualified personnel, ensuring access to premises, etc.
The customer is responsible for its own data security and data backup, unless data security is a service ordered by ARTIS ITECH. The customer is responsible for the content of the information that he publishes on the Internet about ARTIS ITECH services. The customer must refrain from abusive and illegal uses and actions on the Internet using ARTIS ITECH's infrastructure (e.g. publishing erotic, pornographic, racially discriminatory, violent or generally illegal content, misuse of copyrighted works or publication of illegal content such as malware, Trojans, viruses, SPAM, etc.).
The customer is obliged to immediately check the services provided by ARTIS ITECH and to report any deficiencies to ARTIS ITECH in writing (no later than within 10 calendar days by letter, e-mail, via the ticket system, fax). A complaint submitted by telephone, which ARTIS ITECH confirms in writing, is considered a valid complaint. Significant deficiencies will be resolved as quickly as possible. If the delivered product needs to be replaced, ARTIS ITECH will inform the customer as soon as possible. ARTIS ITECH will correct all other deficiencies accordingly. Once the defect has been remedied, no further price reduction will be granted. In the event of late notification of defects, the customer forfeits his claim, unless the defect was not apparent upon proper inspection (hidden defect).
With delivery, commissioning or productive use of the services delivered or provided, benefit and risk are transferred to the customer. Recurring services will be charged from this point on. Ownership is transferred to the customer after full payment, to the extent permitted by law. The customer is liable for all costs incurred by the supplier in the event of non-payment.
The customer can only return products with written consent from ARTIS ITECH and at his own expense. The products must be returned in their original packaging and accompanied by a detailed written description of the defect, including proof of purchase. Otherwise, ARTIS ITECH will refuse the return and return the product at the customer's expense. Products that are not in their original packaging and software cannot be returned.
All prices are net in Swiss francs (CHF/Fr.) without additional costs such as value added tax, packaging costs, shipping, public charges, etc., which are to be borne by the customer. Accessories, spare parts, etc. are not included in the price unless expressly agreed. Services are invoiced to the customer in writing by post or by e-invoice. For services that are billed according to consumption, the number of users, capacities used, licenses, etc. listed in the invoice are binding and are accepted by the customer. Expenses are shown and invoiced separately. The flat fees are due from the time of acceptance or start of productive use of the agreed services and are invoiced in advance in accordance with the remaining terms of the contract, unless otherwise expressly agreed in writing. Price adjustments by hardware or software manufacturers are possible, for example due to currency fluctuations. Such price adjustments are passed on to the customer. A right of termination due to a price increase on the part of the manufacturer is excluded.
Prices are adjusted semi-annually or quarterly for the next billing period, depending on the billing cycle, unless otherwise specified in the other contract terms. ARTIS ITECH is entitled to automatically adjust prices on January 1 of each year by up to 5% compared to the previous year's price in accordance with the national consumer price index of the Federal Statistical Office. The index from November of the previous year is decisive for the calculation. The index from November of the previous year is decisive for the calculation. ARTIS ITECH is entitled to automatically adjust prices by up to 5% compared to the previous year's price on January 1 of each year in accordance with the national consumer price index of the Federal Statistical Office. The index from November of the previous year is decisive for the calculation.
Invoices are due for payment net within 30 (thirty) days of the invoice date, unless otherwise expressly agreed in writing. After expiry of this period, the customer acknowledges the invoice amount and is in default without a reminder. The statutory default interest rate of 5% applies. If the customer is in default, ARTIS ITECH is entitled, without further notice, to discontinue the services provided to the customer in whole or in part or to make it dependent on security payments until his claims are settled or secured. ARTIS ITECH can retrieve products that have already been installed but not yet paid for at any time following a reminder. All consequences of such a suspension of delivery are borne exclusively by the customer. Further claims for damages are expressly reserved.
If the customer does not pay his invoices within a grace period specified by ARTIS ITECH, ARTIS ITECH is entitled to refuse further services. ARTIS ITECH is then entitled to extraordinarily terminate the contracts with the customer and to assert all further claims. The customer is required to report financial difficulties to ARTIS ITECH. ARTIS ITECH is entitled to transfer customer data to third parties for the purpose of collection.
In general, the manufacturer's warranty policy applies. The warranty period for each product is stated in the offer, order confirmation or invoice. Software manufacturers generally do not provide a product warranty. The guarantees listed above are limited exclusively to the replacement of defective hardware components. The recovery of the operating system, application environment and data is carried out by ARTIS ITECH, with all associated costs being borne by the customer. After the manufacturer's warranty expires, all spare parts and their replacement are chargeable. ARTIS ITECH guarantees that it takes the necessary care when providing its services. As part of its maintenance services, ARTIS ITECH undertakes to remedy defects promptly, provided that the customer submits a complaint within the prescribed period and the defects are demonstrably attributable to a lack of care on the part of ARTIS ITECH (right to rectification). Excluded from this are defects and faults for which ARTIS ITECH is not responsible, such as force majeure, improper treatment, unauthorized intervention by the customer or third parties, excessive use, unsuitable equipment or external environmental influences, etc. If a defect attributable to ARTIS ITECH cannot be remedied, the customer is entitled to a reduction in the price in the event of material defects. This reduction is limited to a maximum of twenty percent (20%) of the annual support fee. Further claims are excluded in accordance with § 10. Liability for loss or damage to data and for damage resulting from unauthorized access to data is hereby expressly excluded.
ARTIS ITECH provides its services in accordance with recognized standards and strives to provide them to the best of its knowledge and belief. ARTIS ITECH is liable without limitation for direct damage caused intentionally or through gross negligence. Liability for direct damage caused by slight or moderate negligence, as well as for indirect or subsequent damage such as loss of profit or damage due to loss of data, is completely excluded. Liability for force majeure (fire, water, power outages, earthquakes, strikes, war, etc.) is excluded. If a force majeure situation lasts longer than four weeks, ARTIS ITECH is entitled to withdraw from the contract without further obligations. Any additional costs will be charged according to the applicable rates. The customer is responsible for his own data protection and data backups, unless the data backup is a service to be provided expressly by ARTIS ITECH.
As part of the remaining contract terms, maintenance and support are provided at the customer's site or via remote access during the contractually agreed maintenance windows and standby times.
The parties agree to keep confidential information provided to them by the other party or their suppliers or assistants 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, business or financial information and plans, terms of concluded contracts and any other information marked as confidential. If the customer is subject to additional legal confidentiality obligations (e.g. banking secrecy, attorneys' privilege, medical confidentiality, etc.), ARTIS ITECH is obliged to keep all related information and data confidential and to instruct and train its employees and assistants accordingly. Information that is generally known or publicly available is not considered confidential.
ARTIS ITECH only passes on data to authorities in Germany and abroad in civil, administrative and criminal proceedings if there is a final and enforceable judgment or order or if there is a legal obligation to do so. The parties commit themselves to comply with applicable data protection regulations and to process data carefully. Personal data may be used by ARTIS ITECH or third parties commissioned by it in particular in the following ways: a) to check the conditions for concluding a contract, b) to fulfill contractual obligations towards the customer, c) to maintain and develop customer relationships and usage behavior, d) for address validation, e) to prevent illegal use of services (in particular to prevent fraud such as excessive use, etc.), f) for invoicing, g) for financing for collection and collection purposes, h) for Preparation of credit and credit reports or i) to provide services with the manufacturer.
The customer acknowledges and protects the intellectual property of ARTIS ITECH and its suppliers. The customer may only use the products for the intended purpose intended by the manufacturer. If third parties assert claims against the customer due to an alleged infringement of intellectual property rights, the customer must immediately inform ARTIS ITECH in writing. ARTIS ITECH will then immediately notify the supplier or manufacturer and ask them to clarify the matter. The customer's warranty and liability claims are directed exclusively against the supplier or manufacturer. Unless otherwise contractually agreed, the customer receives a non-exclusive, time-limited and non-transferable right to use software, documentation, etc. in accordance with the license conditions of the respective software manufacturer or licensor. The customer is entitled to use the software and the associated documentation within the framework of the contract and the associated terms. If the customer obtains software or services from third parties that ARTIS ITECH simply brokers, or if the customer uses licenses on the ARTIS ITECH infrastructure, the customer remains solely responsible for proper licensing and must make all necessary agreements directly with the licensor. The customer acknowledges that, depending on the licensor's license terms, which are an integral part of the contract and are considered accepted by the customer, the transfer of existing software licenses to the computer Center environment may not be permitted by ARTIS ITECH and that the software may need to be re-licensed for use in infrastructure or cloud services. In the event of resale or other transfer of software products, the customer is obliged to pass on the obligations arising from the software manufacturer's license and warranty conditions to the buyer, including the obligation to impose these further transferees, insofar as such resale or transfer is contractually or legally permitted.
The customer is obliged to comply with the contractual obligations and legal provisions. He may only use ARTIS ITECH's services for lawful purposes. If the customer misuses ARTIS ITECH's services for illegal purposes, ARTIS ITECH assumes no liability. In particular, the customer is fully responsible for the content of the information that he makes publicly available on the Internet, hosts on the ARTIS ITECH infrastructure and makes available to third parties via telecommunications networks. Misuse of the services entitles ARTIS ITECH to immediately terminate all contracts.
Unless otherwise agreed in the remaining provisions of the contract, each contract is concluded for a fixed term of 12 (twelve) months from the signing of the contract. It can be terminated in writing at the end of each month, subject to a notice period of 3 (three) months, but for the first time at the end of the fixed term. The parties can cancel the contract at any time for good cause. An important reason exists when the continuation of the contract is no longer reasonable for a party for objective reasons, e.g. in the event of insolvency or late payment, reasonable doubts as to the customer's solvency, infringement of property rights, violation of these terms and conditions or other contractual provisions, etc.
Rights and/or obligations arising from individual contracts may only be transferred by the customer with the prior written consent of ARTIS ITECH. ARTIS ITECH is entitled to transfer rights and/or obligations and/or the entire contract to third parties without the customer's consent.
All changes or additions to the general terms and conditions or other contractual terms must be made in writing to be effective.
Should individual provisions be or become invalid or invalid, the effectiveness and validity of the remaining provisions shall remain unaffected. In such a case, the invalid provision must be interpreted or amended in such a way that the purpose of the provision is achieved as far as possible.
All contractual relationships between the parties are subject to Swiss law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, “Vienna Sales Law”/“UN Sales Convention”) and the conflict of law rules of Swiss international private law.
The place of jurisdiction is Zurich, Canton of Zurich. Artis itech GmbH, Zürich, Switzerland | Last update: January 1, 2023
Neugasse 84, CH-8005 Zurich
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