General Terms and Conditions

1.1 These GTC apply to all contracts, offers, orders and services of the Provider, in particular for:

• Web design and web development (websites, web apps, e-commerce)
• Mobile app development (iOS, Android, cross-platform)
• Software and platform development
• AI-powered solutions and integrations (AI Agents, chatbots, automation)
• Hosting, maintenance, support and SLA services
• Consulting, conception and technical analysis
• API development and system integration

1.2 Deviating, conflicting or supplementary general terms and conditions of the Client shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

1.3 These GTC shall also apply to all future business relationships, even if they are not expressly agreed upon again.

1.4 Swiss law shall apply exclusively, in particular the Swiss Code of Obligations (OR), excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.

2.1 Offers from the Provider are non-binding and subject to change, unless expressly stated otherwise or a binding period is specified.

2.2 A binding contract is concluded by:

• Written order confirmation from the Provider by email
• Signing of an offer, contract or service agreement by both parties
• Commencement of work following written or electronic commissioning
• Payment of a deposit or the full amount by the Client
• Completion via the online ordering system with subsequent email confirmation

2.3 For online orders pursuant to Art. 3 para. 1 lit. s UWG, the Provider ensures:

• Clear indication of identity and contact address including email
• Presentation of the technical steps leading to contract conclusion
• Possibility to correct input errors before submitting the order
• Immediate confirmation of the order by email

2.4 Verbal collateral agreements, amendments or supplements require written confirmation to be effective (email suffices).

2.5 In case of discrepancies between contractual components, the following order of precedence applies: (1) Individual agreements, (2) Service description/specifications, (3) Offer, (4) these GTC.

3.1 The type and scope of services are conclusively determined by the written offer, service description or specifications. Services not expressly agreed upon are not subject matter of the contract.

3.2 Changes, extensions or reductions to the scope of services (change requests) require a separate written agreement and may result in adjustments to deadlines, prices and conditions.

3.3 The Provider is entitled to use subcontractors, third parties or AI-powered systems to fulfil its contractual obligations. Responsibility towards the Client remains with the Provider.

3.4 The Provider owes professional service provision according to the state of the art. A specific economic success or specific results are not owed unless expressly agreed.

3.5 The place of performance is the Provider's registered office, unless otherwise agreed. Remote work is the standard.

5.1 The Client is obliged to provide all information, materials, data and access required for project execution in a timely, complete and free of charge manner.

5.2 The Client shall ensure in particular that:

• Provided content (texts, images, logos) is free from third-party rights or corresponding usage rights exist
• A competent and authorised contact person is designated and available
• Feedback, approvals and decisions are provided promptly within agreed or reasonable timeframes
• Technical access (hosting, domains, APIs, databases) is provided
• The accuracy and completeness of the data provided is guaranteed

5.3 Delays due to missing, incomplete or late cooperation by the Client:

• Extend agreed deadlines and timeframes accordingly
• May result in additional costs that will be invoiced to the Client
• Release the Provider from its performance obligations for the duration of the delay

5.4 The Client is responsible for regular data backups of its own systems and data.

6.1 All prices are in Swiss Francs (CHF) and, unless expressly stated otherwise, are net prices plus statutory value added tax (VAT) at the applicable rate (currently 8.1% or reduced rate).

6.2 Payment terms for projects:

6.3 Invoices are payable without deduction within 30 days of the invoice date, unless otherwise agreed.

6.4 Default: In case of late payment, default interest of 5% p.a. pursuant to Art. 104 OR shall be charged. The Provider reserves the right to:

• Suspend work until full payment is received
• Take already delivered services (e.g. websites) offline
• Block access to systems
• Charge reminder fees of CHF 20.00 per reminder

6.5 Objections to invoices must be raised in writing with reasons within 10 days of receipt. After this period, the invoice shall be deemed accepted.

6.6 The Provider reserves the right to adjust prices in case of significant changes in service requirements, cost increases or regulatory changes. Price adjustments for ongoing contracts will be announced with 30 days notice.

7.1 Deadline specifications are non-binding estimates unless expressly agreed in writing as "binding" or "fixed date".

7.2 Agreed deadlines only commence when:

• All required information and materials are fully available
• Agreed advance payments have been received
• Technical access has been provided

7.3 Delays due to circumstances beyond the Provider's control (lack of cooperation, force majeure, third-party provider failures, etc.) shall extend deadlines accordingly without the Provider being in default.

7.4 In case of culpable deadline overrun by the Provider of more than 30 days, the Client may withdraw from the contract following written reminder with a reasonable grace period (at least 14 days). Services already rendered shall be compensated.

8.1 The Client is obliged to review the delivered services within 14 days of provision and to report any defects in writing with specific details.

8.2 Acceptance shall be deemed given when:

• The Client declares acceptance in writing
• No or only minor defects are reported within 14 days
• The Client uses the work productively (go-live)
• Final payment is made without reservation

8.3 The standard project scope includes:

8.4 Material defects are those that significantly impair the use of the service. Minor defects do not entitle refusal of acceptance but will be remedied within the warranty period.

9.1 Transfer of Rights: Upon full payment of all invoices, the Client receives the usage rights to the work as agreed in the offer. Unless otherwise agreed, this is a simple (non-exclusive), temporally and geographically unlimited usage right for the agreed purpose.

9.2 Retention of Title: Until full payment, all rights to the work remain with the Provider. In case of payment default, the Provider is entitled to prohibit use and to demand the return of already delivered works.

9.3 The Provider reserves the following rights:

• To use the work for reference purposes (portfolio, website, social media)
• To reuse generally developed components, frameworks and code modules for other projects
• To place a discreet credit to the creator in the work (e.g. "Developed by mazdek")

9.4 Third-Party Licences: Software, frameworks, libraries, fonts, images and other third-party components are subject to their respective licence terms (e.g. MIT, Apache, GPL, commercial licences). The Client is responsible for compliance with these licences.

9.5 Source Code: Handover of source code only takes place if expressly agreed. Without express agreement, the Client receives the work in compiled or deployed form.

9.6 The Client warrants that content provided by them (texts, images, logos, trademarks) is free from third-party rights and indemnifies the Provider against all third-party claims.

10.1 The Provider warrants that the services meet the agreed requirements and have the contractually assured properties at the time of acceptance.

10.2 The warranty period is 6 months from acceptance for software and digital products and 12 months for physical deliverables.

10.3 In case of justified defect claims, the Provider shall at its discretion provide rectification (repair of the defect) or replacement delivery. If rectification fails twice, the Client may demand price reduction or (for material defects) rescission.

10.4 Excluded from warranty are defects caused by:

• Changes, interventions or modifications by the Client or third parties
• Improper use, operation or configuration
• External factors (hosting failures, browser updates, operating system changes, etc.)
• Materials, content or specifications provided by the Client
• Normal wear and tear or changes in technical conditions
• Security vulnerabilities in third-party components that were not known at the time of delivery

10.5 Defects must be reported immediately (within 5 working days of discovery), in writing and with a detailed error description.

12.1 The Provider processes personal data in accordance with the Swiss Data Protection Act (DSG) in the version of 1 September 2023 and, where applicable, the EU General Data Protection Regulation (GDPR).

12.2 Details on data processing can be found in our Privacy Policy.

12.3 Data Processing Agreement: If the Provider processes personal data (e.g. customer data, user data) on behalf of the Client, a separate data processing agreement (DPA) pursuant to Art. 9 DSG will be concluded.

12.4 Data Transfer Abroad: Transfer of data abroad only takes place:

• To countries with an adequate level of data protection according to the FDPIC country list
• On the basis of standard contractual clauses or other appropriate safeguards
• With the express consent of the Client

12.5 The Provider undertakes to take appropriate technical and organisational measures to protect the data (Privacy by Design, Privacy by Default).

12.6 In case of data protection breaches with high risk, a report to the FDPIC will be made within 72 hours and the Client will be informed without undue delay.

13.1 Both parties undertake to keep strictly confidential all confidential information of the other party received in the course of the collaboration and to use it only for the performance of the contract.

13.2 Confidential information includes in particular: trade secrets, technical information, customer data, pricing, strategies, source code and non-public business information.

13.3 This obligation applies for the duration of the business relationship and for 5 years after its termination.

13.4 Excluded is information that:

• Is or becomes publicly known (without fault of the receiving party)
• Was already known to the receiving party
• Was disclosed by a third party without confidentiality obligation
• Must be disclosed due to legal requirements

14.1 Project contracts (contracts for work) can only be terminated early for cause. Cause exists in particular in case of:

• Material breach of contract despite warning and grace period
• Insolvency or inability to pay of a party
• Permanent impossibility of service provision

14.2 In case of termination/cancellation by the Client (without cause attributable to the Provider), the following shall be compensated:

14.3 Ongoing Contracts:

• Hosting and maintenance contracts: 3 months notice to end of month
• SLA contracts: Notice period according to individual SLA, at least 3 months
• Subscriptions (IRIS Control, ARGUS Guardian): 1 month notice to end of month

14.4 In case of justified termination without notice by the Provider due to breach of contract by the Client, all outstanding invoices become immediately due.

15.1 Neither party shall be liable for delays or non-performance due to events of force majeure that are beyond their reasonable control.

15.2 Force majeure includes in particular: natural disasters, wars, terrorism, epidemics/pandemics, governmental orders, strikes, failures of telecommunications networks or cloud infrastructure, large-scale cyber attacks and other unforeseeable events.

15.3 The affected party must inform the other party immediately about the event and make reasonable efforts to minimise the effects.

15.4 If force majeure continues for more than 90 days, either party may withdraw from the contract without claims for damages from the other party.

16.1 Applicable Law: Swiss law shall apply exclusively, in particular the Swiss Code of Obligations (OR), excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.

16.2 Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frauenfeld, Canton of Thurgau, Switzerland. Mandatory statutory places of jurisdiction are reserved.

16.3 Severability Clause: Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

16.4 Written Form: Amendments and supplements to these GTC as well as collateral agreements require written form. This also applies to a waiver of this written form requirement. Email and other electronic communication satisfy the written form requirement.

16.5 Assignment: Rights and obligations under this contract may only be assigned with the written consent of the other party. The Provider is entitled to assign claims to third parties.

16.6 No Partnership: These GTC do not establish any partnership, agency or employment relationship. The parties are independent contracting parties.

16.7 Amendments: The Provider reserves the right to amend these GTC at any time. For existing contracts, the GTC valid at the time of contract conclusion shall apply. Changes will be published on the website.