General terms and conditions

1. Scope of application

These General Terms and Conditions (hereinafter referred to as GTC) contain the framework conditions for all services that Bridg Rickenbacher Consulting (hereinafter referred to as Bridg) provides to its customers (hereinafter referred to as the Customer) (together referred to as the Parties) and form an integral part of every contractual relationship.

Individual agreements (hereinafter referred to as the Contract or Contracts) are concluded for the requested services. The scope and duration of the services owed are defined in the respective contract.

2. Order of precedence

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 of precedence:

1. Contract
2. Appendices, offers
3. GTC
4. Data processing agreement
5. Privacy policy

3. General co-operation

The Parties shall comply with their contractual obligations in a timely manner, work diligently, support each other in the fulfilment of their contractual obligations, communicate openly and clearly and address discrepancies and ambiguities at an early stage.

The Parties shall inform each other of developments, incidents and findings that may be of importance to the other Party in connection with the fulfilment of the contracts or for the contractual relationship as a whole, provided that this does not conflict with any statutory or contractual confidentiality obligations.

3.1 Information obligation of the Customer

The Customer is obliged to support Bridg in the provision of the Services and to provide all necessary information and documents.

The Customer shall inform Bridg in good time of any special technical or legal requirements and of the statutory, official and other regulations at the place of destination, insofar as they are relevant to the costs, performance or use of the Services.

The Customer shall monitor the Services and notify Bridg immediately of any problems or changing circumstances that may affect the Services. If the Customer fails to fulfil its information and cooperation obligations, or fails to do so in a timely or proper manner, it shall be responsible for the direct consequences.

3.2 Information obligation of Bridg

Bridg shall inform the Customer at an early stage of possible risks and special technical requirements for the provision of services.

4. Prices

The prices for the agreed services are set out in the individual Contracts and the associated appendices.

Unless otherwise stated, all prices are in Swiss francs and exclusive of VAT.

4.1. Additional costs

Additional costs, such as costs for packaging, freight, insurance, fees, customs duties, taxes, levies, (re-)export, transit and other authorisations as well as certifications are not included in the prices and are charged to the Customer.

Expenses and additional costs will be charged to the Customer on a time and material basis.

5. Terms of payment

Unless otherwise agreed, the payment term is 10 days net. Default in payment shall, without special reminder, give rise to default interest of two per cent above the current market rate of the Swiss National Bank from the due date. Expenses for dunning procedures will be charged.

Services in the subscription price model are invoiced in advance at the agreed rate.

The offsetting of claims against counterclaims is expressly excluded.

6. Ownership, copyright and intellectual property rights

All pre-existing rights shall remain with the respective Party. The designs and the work result shall belong to Bridg. All rights, in particular property rights, copyrights and intellectual property rights, with regard to the services rendered by Bridg shall remain with Bridg. However, the Customer shall be granted a non-exclusive, non-transferable, perpetual right to utilise these rights within its own company (excluding any other group or affiliated companies). This provision also applies in particular to software created by Bridg.

4. Liability

Bridg shall be liable for damages caused by faulty behaviour on the part of Bridg's employees up to the amount of the actual damage, limited to a maximum of the value of the respective order. Excluded from the limitation of liability are damages caused by intent or gross negligence. Liability of any kind for damages resulting from force majeure, governmental measures and/or other events beyond the control of Bridg as well as for consequential damages is excluded.

Any liability for indirect damage is excluded to the extent permitted by law. Neither Bridg nor Bridg suppliers shall be liable for damages of any kind (including loss of profit, business interruption, loss of data or business information or other financial loss) arising out of the use of any programme, system or service of Bridg or the inability to use such products, even if Bridg has been advised of the possibility of such damage.

8. Warranty

Bridg does not provide any guarantee / warranty for the services of suppliers. The Customer expressly accepts their terms and conditions.

The warranty and maintenance period for Software begins upon delivery to the Customer.

The warranty of Software expires if the Customer or third parties make changes or repairs to the delivery without Bridg's written consent. Furthermore, if the Customer does not immediately take appropriate measures to prevent the damage from becoming more serious.

The provision of any maintenance and warranty services for Software and Subscription are defined in the Agreement.

If there is no contract, the rectification of faults shall be carried out on behalf of the Customer on the basis of the applicable rates.

9. Confidentiality

Both Parties are obliged to treat as strictly confidential any data and information that is not generally known and is part of business confidentiality, or any perceptions thereof that they learn in connection with the contract and its fulfilment. If there is any doubt as to whether information, a document or a perception relates to business confidentiality, it shall be deemed confidential and the other party must be consulted.

The duty of confidentiality also extends to all employees, auxiliary persons and suppliers of the Parties and for an indefinite period.

10. Data privacy

Bridg undertakes to comply with the applicable data protection law and, in particular, data security when handling personal data.

Further information on data privacy can be found in the Privacy Policy (https://bridg.ch/en/privacy/). The Customer confirms that it has read and understood this and has taken into account the corresponding data protection risks.

11. Final provisions

11.1 Amendments

Amendments or additions to the contracts must be made in writing.

11.2 Applicable law

Swiss law shall apply.

11.3 Place of jurisdiction

Swiss law shall apply to these provisions.

The place of jurisdiction for disputes arising directly or indirectly from this contract shall be the competent court at the registered office of Bridg.

11.4 Severability clause

Should one or more of the above provisions be invalid, this shall not affect the validity of the remaining provisions. This shall also apply if one part of a provision is invalid but another part is valid. The invalid provision shall be replaced by the parties by a provision which comes closest to the economic interests of the contracting parties and which does not conflict with the other contractual agreements.

Version 2024-1, October 2024