General terms and conditions
General terms and conditions for consulting and software services from Pricenow AG (AGB)
1 Scope
The terms and conditions apply to offers from Pricenow AG and to contracts between Pricenow AG and its clients (customers), provided that reference is made to these terms and conditions in the offer, in the order confirmation or in a contract document. These terms and conditions form an integral part of these contracts and offers. In the event of contradictions, the provisions of the contract text of these terms and conditions prevail. The customer's general terms and conditions do not become part of the contract. The terms and conditions also apply to all future orders from the customer or if the customer accepts services from Pricenow AG.
2 shape
All agreements (including subsequent changes, ancillary agreements and assurances) between the contracting parties that oblige Pricenow AG must be made in writing in order to be valid. Other forms of transmission that allow proof by text — such as fax and e-mail — are equivalent to written form.
3 Validity of offers
Unless otherwise agreed, offers are valid for 60 days from the date of issue.
4 services
4.1 In general
Pricenow AG undertakes to professionally and carefully fulfill the order, and the customer is entitled to information about all parts of the order at any time.
4.2 Staff
Pricenow AG only employs carefully selected and well-trained employees. It may also involve third parties.
5 deadlines
If the agreed deadlines are met, Pricenow AG requires the timely fulfilment of all services by the customer, in particular the delivery of necessary documents. Deadlines are only binding if they have been explicitly described as such.
6 Customer services
Documents and information required to provide the services will be provided to Pricenow AG by the customer in a timely manner and without special request. Pricenow AG assumes that the information and documents provided are complete and correct. Unless otherwise agreed, Pricenow AG is not obliged to check the information and documents for accuracy, completeness or for any contradictions.
7 Use of work results
The work results are intended solely for the use and general information of the customer and may neither be passed on to third parties nor used for a purpose other than agreed upon in the order. Without a special agreement, the copyrights to work results remain with Pricenow AG
8 Prohibition of assignment and transfer
The rights under the agreement cannot be assigned to third parties by the customer or Pricenow AG and/or the agreement transferred to a third party without the consent of the other party. If there is consent from all parties involved and the agreement or fee obligation is transferred from the customer to a third party, the customer is also liable to Pricenow AG independently, in solidarity and without limitation for all existing and future claims arising from remuneration against the third party.
9 Customer's obligation to check and give notice
The work results must be checked by the customer immediately and any complaints must be reported in writing to Pricenow AG within 60 days of receipt of them. If this is omitted, the contract results are considered approved. If there is a justified complaint, Pricenow AG will, if appropriate and appropriate, improve the work result at its own expense. Further rights are excluded.
10 additional services
Services that exceed the agreed scope of services and which are related to protecting the interests of the customer and careful fulfilment of the order must be paid in addition by the client. Pricenow AG will immediately inform the customer about the extended range of services and the resulting costs.
11 Honorary
11.1 Expiry and delay
If the payment period specified on the invoice has expired unused, the customer is in default without a reminder and owes Pricenow AG the statutory default interest in addition to the invoice amount.
11.2 Prohibition of billing
The customer is not entitled to withhold payments due or to offset them against counterclaims, with the exception of counterclaims that have been acknowledged in writing and expressly by Pricenow AG or established in a final judgment.
11.3 Value added tax
All prices exclude statutory value-added tax. If no value added tax has been charged for our services by mistake, although the services are subject to value added tax in accordance with applicable value added tax laws or different interpretations by tax administrations, Pricenow AG reserves the right to invoice the value added tax retrospectively.
12 Liability limitations
12.1 Counseling
As part of the consulting mandate, decision-making bases are developed which include the measures to be taken by the customer as the client. The client is solely responsible for implementing these measures and their consequences. Pricenow AG, in particular, cannot guarantee economic success.
12.2 Software applications
If Pricenow AG provides the customer with software applications or creates them, the parties conclude a separate agreement (license agreement or development agreement).
12.3 Disclaimers
Pricenow AG and its employees and assistants are not liable for pure financial losses, indirect or indirect damage. Liability for slight negligence is excluded. Pricenow assumes no liability for third parties/sub-accordants and their work results.
12.4 Liability limitation
Pricenow AG's liability is limited in total to the amount of the fee owed in accordance with the agreement. This limitation applies to any type of damage, based on whatever legal basis.
13 Discretion and Confidentiality
13.1 Confidentiality
Pricenow AG, including its employees and third parties involved, undertakes to keep in strict confidence all data, information, documents and documents not generally known, which it has learned about the customer or about his business relationships as part of the contractual relationship and which belong to the customer's sphere of secrecy and are neither obvious nor generally accessible, and not to make them available to third parties without the customer's consent.
13.2 Data bases
Pricenow AG depends on this and reserves the right to freely use the data provided by the customer as part of the order for its own purposes, provided that this does not allow third parties to draw conclusions about the customer or his contractual partners. Pricenow AG is entitled to the rights to the results of processing this data by Pricenow AG.
13.3 Reference
The customer grants Pricenow the right to add the customer to Pricenow AG's list of references and to name the customer as a reference (simple right to use the customer's company name and logo). The customer can revoke this right at any time vis-à-vis Pricenow AG.
14 Data protection
Pricenow undertakes to process personal data exclusively in accordance with the applicable data protection legislation, in particular the General Data Protection Regulation [GDPR] of the European Union and the Federal Act of June 19, 1992 on Data Protection [DSG]). Pricenow takes appropriate technical and organizational measures to maintain the security of personal data and to prevent unauthorised or unlawful processing. Pricenow protects personal data from accidental loss, changes, announcements or access. However, Pricenow expressly assumes no liability for damage as a result of loss of data or access and processing of personal data by unauthorised persons. This also applies to damage caused by the transfer of personal data to third parties within the scope of the respective processing purpose. Further information about your rights as a user of Pricenow can be found in the latest version of the privacy policy.
15 Salvatory clause
Should any provision of the agreement concluded between the customer and Pricenow AG become invalid or void, the legal validity of the remaining provisions remains unaffected. Instead, the provision in question must be replaced by a provision which the parties would have chosen in good faith had they been aware of the invalidity of the provision in question. The same applies mutatis mutandis in the event of a gap.
16 Jurisdiction and Applicable Law
The offers made by Pricenow AG and agreements between Pricenow AG and the customer are subject to Swiss law (excluding conflict of law rules). The exclusive place of jurisdiction for all disputes between Pricenow AG and the customer is the registered office of Pricenow AG.
Pricenow AG, May 2020