General Terms and Conditions (GTC)
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1. application
2. definitions
In the following, the term "work services" refers to all services provided by SILEO Information Management AG, excluding the delivery of third-party products. This includes in particular the installation of hardware and software, cabling and consulting services. In the application of these terms and conditions, "in writing" shall always be understood to include communication via e-mail.
3. offer / order
Offers from SILEO Information Management AG that do not include a validity period are non-binding.
The date of the offer is decisive for the respective period of validity. Insofar as third party products offered in the quotation are no longer available, SILEO Information Management AG is in no way responsible for this and can supply an equivalent replacement product at a comparable price. The offer of SILEO Information Management AG with any verbally agreed changes and/or additions recorded by SILEO Information Management AG or the written order confirmation of SILEO Information Management AG shall be decisive for the agreed scope of delivery. Subsequent deviations of any kind require a written agreement between SILEO Information Management AG and the customer.
4. prices
The prices of SILEO Information Management AG are quoted in Swiss francs, excluding value added tax and other charges.
SILEO Information Management AG reserves the right to change prices at any time to a reasonable extent (e.g. price increase, due to increased storage costs, inflation adjustment, legal changes, new business models, change of infrastructure, ...).
The customer will be informed of such a change in good time, as a rule no later than two months before the change comes into force.
If the customer does not object to a change in writing no later than two weeks before it comes into force, the customer shall be deemed to have given his/her consent to the change.
Purchase prices stated in the offer may be adjusted by SILEO Information Management AG in the event of price changes or termination of promotions by the manufacturer or third-party suppliers. Work services shall be offered at a flat rate or on a time and material basis. If services are charged on a time and material basis, the price quoted in the offer is based on an estimate. In this case, only the agreed hourly rate in connection with the work report shall be decisive. However, if it is foreseeable that the estimated effort will be significantly exceeded, SILEO Information Management AG shall inform the customer as soon as possible in order to determine the further procedure with him/her; in this case, the customer shall not be entitled to withdraw from the contract.
5. per diems
A daily flat rate of SILEO Information Management AG comprises 8 hours. Special services and hours worked over and above the daily flat rate will be charged at CHF 180.00 excl. VAT.
6 Delivery / Fulfilment
The delivery of the products and the performance of the work shall take place at the agreed location. The transfer of risk shall take place upon delivery. SILEO Information Management AG endeavours to meet the deadlines offered. However, SILEO Information Management AG cannot give any binding assurances in this respect. Partial deliveries are permissible.
Claims against SILEO Information Management AG for damages due to delayed delivery or performance are excluded in any case. If the customer becomes insolvent or insolvency proceedings are pending against him/her, SILEO Information Management AG may withhold deliveries and work not yet performed, while fully maintaining the customer's obligation to pay.
7. work report
In the case of work performed by SILEO Information Management AG, SILEO Information Management AG shall draw up a work report. Upon signature of this report by the customer, the services listed therein and the time spent shall be deemed to have been accepted by the customer. The signing of the work report by the customer must take place immediately after the completion of the work in question.
If - for whatever reason - the work report is not signed, it shall nevertheless be deemed to have been approved by the client if the client does not object to its content in writing within five working days of performance of the work, stating the reasons. If no work report has been issued, the services and times listed in the invoice shall be deemed to have been approved by the client if the client does not object to them in writing and with reasons within five working days of the date of the invoice.
8. decrease
In the case of larger projects or at the request of the customer, in addition to the issue of the work report, the work performance shall be accepted by the customer on the occasion of the final project meeting. With the acceptance, the customer expressly declares the approval of the work performance of SILEO Information Management AG and its auxiliary persons. Defects discovered after acceptance can only be complained about if they were not recognisable during the proper inspection at the time of acceptance (hidden defects). All costs for the acceptance of the work shall be borne in full by the client. If acceptance by the customer cannot take place due to defective work performance, SILEO Information Management AG shall draw up a list of defects to be signed by the customer at the final project meeting. If no such meeting takes place, the customer shall draw up a written list of defects and send it to SILEO Information Management AG within five working days of the work being performed. If SILEO Information Management AG acknowledges these deficiencies or a part thereof, it shall provide the agreed work performance again within a period specified by it or improve its work performance. Acceptance of this work performance shall take place in accordance with the previous provisions. If there is no written acceptance and the customer fails to give written notice of defects within the specified period, the work performance shall be deemed to have been approved by the customer, waiving any claims for defects.
9. payment terms and deadlines
The invoices of SILEO Information Management AG are to be paid net with value date on the 10th day from the invoice date by transfer to the bank or postal account designated by SILEO Information Management AG free of charge. Claims of SILEO Information Management AG cannot be offset by the customer against claims against SILEO Information Management AG. SILEO Information Management AG expressly reserves the right to demand payment on account.
10. default of payment
The customer shall be in default upon expiry of the payment deadline. The interest on arrears is 5%. In addition, SILEO INFORMATION AMANGEMENT AG has the right, even in the case of partial default, to terminate the contract extraordinarily without setting a further deadline (as well as to demand compensation for the damage resulting from extraordinary terminations). The notice period is one month to the end of a month. Furthermore, the agreed services shall be suspended until payment of the outstanding amount. Any collection costs shall be borne by the client.
11. guarantee (warranty)
In the case of delivery of third-party products, the warranty provided by SILEO Information Management AG corresponds to the warranty provided by the manufacturer of the respective product. The corresponding details will be provided to the customer in writing on request. In the case of work performed by SILEO Information Management AG, the warranty period for hidden defects is one year from the date of their performance at the customer's premises (signing of the work report by the customer). The guarantee is not granted if repairs, adaptations or modifications to the work have been carried out by the customer or third parties without the corresponding authorisation of SILEO Information Management AG, or if damage has been caused by external influences (lightning, water, fire, etc.) or improper handling. The guarantee period is neither extended nor is a new guarantee period for the work in question set in motion by making use of the guarantee or providing guarantee services.
The warranty shall in any case be limited, at the discretion of SILEO Information Management AG, to improvement of the defective work performance or its components or to compensation of the corresponding value. Any further material or legal warranty is excluded. In the case of breaches of contract which are not already expressly excluded from liability, such liability shall be limited to damage caused by SILEO Information Management AG intentionally or through gross negligence. In any case, the liability of SILEO Information Management AG is limited to the equivalent value of the service received. In no case, however, shall SILEO Information Management AG be liable for consequential damages and lost profits.
12. complaints (notices of defects)
In the event of recognisable defects of any kind covered by the warranty, the customer must notify SILEO Information Management AG in writing immediately after delivery. If hidden defects only become apparent later, the notification must also be made immediately after their discovery. If the customer fails to notify SILEO Information Management AG of a defect in good time, the product or the work shall be deemed to have been approved, to the exclusion of any warranty claims and compensation for damages.
13. compensation
SILEO Information Management AG is under no circumstances obliged to pay compensation for direct or indirect damages (e.g. for loss of profit or loss of sales) resulting from defective products or work services. SILEO Information Management AG is under no circumstances obliged to pay compensation in the event of an extraordinary termination of the contract initiated by SILEO Information Management AG (in particular in the event of default of payment by the customer).
Any liability of SILEO Information Management AG is excluded in particular for damages that arise from
a) by software or hardware, interfaces and accessories which have not been supplied and installed by SILEO Information Management AG,
b) from defective commissioning or defective maintenance by the customer or by third parties,
c) through improper use,
(d) by transport,
e) by external impairments of any kind,
(f) by viruses or similar disturbances; and
g) by the inadequate availability of third parties such as telecommunications service providers.
Any liability for changes or repairs not carried out by SILEO Information Management AG is also excluded. The liability of SILEO Information Management AG for auxiliary persons is generally excluded. Mandatory legal provisions remain reserved.
14 Limitation of the amount of entitlements
Insofar as a warranty obligation or liability of SILEO Information Management AG exists, any claim against SILEO Information Management AG, irrespective of its cause of origin, shall be limited in amount to a maximum of the price for the relevant product or the relevant work performance.
15. third-party claims
If claims are asserted by third parties against SILEO Information Management AG which are attributable to the conduct of the customer irrespective of fault, the customer shall indemnify SILEO Information Management AG to the full extent and hold SILEO Information Management AG harmless without limitation from all claims, obligations, losses, liabilities, costs and fees of any kind. SILEO Information Management AG is expressly entitled to acknowledge the claims of third parties without prior contact with the customer.
16. retention of title
For all products sold, SILEO Information Management AG reserves the right of ownership until receipt of the full purchase price and is entitled at any time to arrange for a corresponding entry in the relevant retention of title register.
17 Term, termination and dissolution
The contractual relationship begins with the application and registration by the customer.
The contract term corresponds to the term agreed between the end customer and SILEO Information Management AG. This corresponds to the service period invoiced in advance.
Monthly subscriptions are concluded for an indefinite period and can be terminated by either party at the end of a month by giving one month's notice.
Annual subscriptions are concluded for a period of one year. If the customer does not cancel the subscription at least 30 days before the end of the one-year period, the subscription shall be automatically extended by a further year. The annual subscription is invoiced annually in advance.
- Subscriptions with other terms are concluded for the agreed term (e.g. three months). If the customer does not cancel the subscription at least 30 days before the end of the respective term (3 months), the subscription shall be automatically extended by a further term (of 3 months). Unless otherwise agreed, invoices shall be issued in advance for the respective term (3 months).
- 6. form of termination: The cancellation can be made in writing or in the respective online customer account. Following the termination, SILEO Information Management AG sends an e-mail with a confirmation to the customer. Once this confirmation has been received, the customer account will be terminated after the expiry of the notice period.
- The parties are at liberty to terminate the contract immediately for good cause. An important reason for the immediate termination of this contract exists for the Provider in particular,
a) if the client becomes bankrupt or the bankruptcy proceedings are discontinued due to lack of assets,
b) if the customer is in arrears with payment obligations arising from this contractual relationship to the extent of at least one month's fees and has been reminded unsuccessfully by setting a grace period of two weeks and threatening to terminate the contract,
c) if the customer culpably violates legal provisions or interferes with copyrights, industrial property rights or name rights of third parties when using the contractual services,
d) in the case of use of the distributed services for the purpose of promoting criminal, unlawful and ethically questionable actions by the customer.
18. data protection
19. changes
SILEO Information Management AG may amend these General Terms and Conditions at any time, whereby SILEO Information Management AG reserves the right to declare the amended provisions also applicable to existing legal relationships.
20 Severability clause
In the event of the invalidity of one or more provisions of these General Terms and Conditions or of the individual contract between the parties, the contracting parties shall agree on a legally effective substitute provision that comes as close as possible to the invalid provision in economic terms.
21 Applicable law, place of performance and jurisdiction
The legal relationship between SILEO Information Management AG and the customer is subject to Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance and exclusive place of jurisdiction is Fahrwangen.
Version [5/2022]
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Sileo Information Management AG
Bärenplatz 2
CH-5615 Fahrwangen
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