Terms & Conditions.

1.1 Scope, subject matter of the GTC

These GTC govern the business relationships between mycomp it-services GmbH and its customers (the «customer») and are decisive for every conclusion of contract, whether agreed orally or in writing, tacitly or formally. The GTC are published on the website of mycomp it-services GmbH and are sent to the customer as an annex to the offer upon request.

The GTC apply as soon as the customer obtains services or products from mycomp it-services GmbH and form an integral part of every contract. They also apply to all future relationships between the parties, without requiring express confirmation each time.

The customer expressly waives its own general terms and conditions and fully accepts these GTC. Deviations are only valid if expressly agreed in writing. mycomp it-services GmbH may amend these GTC at any time; the new version applies to all contracts concluded after it takes effect and is available on the website at any time.

1.2 Contract structure and conclusion

Contracts consist of a contract document and these GTC and are concluded either by bilateral signature or by undisputed acceptance of an order confirmation. Upon acceptance of an order confirmation, mycomp it-services GmbH may assume the customer agrees unless the customer raises objections within ten days of receipt. Acceptance may also occur through conclusive conduct, in particular by accepting or using the services. Unless stated otherwise, offers are valid for 30 days.

1.3 Commencement of contract

Written contracts take effect on the date of signature, order confirmations on the date of issue. Special agreements made in writing are excepted.

1.4 End of contract

Individual contracts for the supply of hardware or software or for a one-off service end upon complete and proper performance. Individual contracts for the provision of hardware or software (rental, leasing, outsourcing, staff leasing etc.) or for an ongoing service (system maintenance, software care) end upon expiry or termination. Terminations must be made in writing.

1.5 Performance

mycomp it-services GmbH provides the services described in the contract document. Services not expressly listed are not included and are charged separately according to time and material. Documents belonging to the offer (illustrations, brochures etc.) are only relevant if expressly designated as binding. mycomp it-services GmbH performs its obligations carefully and professionally and may engage subcontractors, but remains fully responsible towards the customer.

1.6 Deadlines

Date information for delivery, installation and commissioning are, without express assurance, guide values and not binding.

1.7 Handover and acceptance

mycomp it-services GmbH performs the owed service by handing over the product or work result and notifies the customer of readiness for acceptance. A formal acceptance with both parties takes place only if expressly provided for in the individual contract; partial acceptances are possible. Unless otherwise agreed, acceptance must take place within 10 days of notification of readiness. If the customer delays acceptance and does not give written notice of defects within the period, acceptance is deemed to have occurred — likewise if the customer commences operational use or makes changes to delivered products.

If insignificant defects appear during inspection, acceptance nevertheless takes place; mycomp it-services GmbH remedies the defects and notifies the customer. If significant defects appear, acceptance is postponed. If acceptance cannot take place a second time due to the same defect, the customer may assert its rights regarding defects (continued performance, reduction or, in the case of significant defects, rescission of the contract). Defects not detectable upon acceptance despite reasonable care must be reported in writing within 10 days of discovery.

1.8 Default of acceptance

If the customer does not accept the duly offered service, mycomp it-services GmbH may, after setting a reasonable grace period, either hold the customer to the part of the contract performed so far and demand the agreed compensation, or rescind the entire contract, reclaim delivered products and demand damages. In addition, a lump-sum compensation of 50 % of the contract value of products and services not yet delivered may be demanded; the assertion of further damage remains reserved.

1.9 Default

If failure to meet a binding deadline is due to obstacles for which mycomp it-services GmbH is not responsible, the deadline is extended appropriately. If a binding deadline is not met and the delay is the fault of mycomp it-services GmbH, the customer sets a reasonable grace period of at least 30 days in writing. If this period is also not met, the customer may, after setting a further grace period, insist on performance, waive the subsequent services or — if usability is significantly impaired — rescind the contract. Services already duly rendered and usable by the customer are remunerated.

1.10 Prices

All prices are exclusive of value added tax and any further charges. mycomp it-services GmbH is entitled to change its prices at any time; price changes do not affect already concluded individual contracts for the supply of products. For continuing provision and services, new prices apply after one month's prior notice. Price information for services or complete systems serves only as orientation and constitutes neither a fixed price nor a binding cost ceiling.

1.11 Terms of payment

Subject to special agreement, invoices are due for payment immediately upon receipt without deduction. After a period of 2 days the customer is automatically in default, without a reminder being required.

1.12 Travel time

Travel time counts as working time. For compensation of travel time, mycomp it-services GmbH may, instead of the usual conditions, introduce a flat-rate compensation covering both the time spent and the expenses.

1.13 Additional effort

mycomp it-services GmbH may charge the following services in addition to an agreed compensation according to time and material:

• services not included in the defined scope of services;
• analysis and remedy of faults not caused by delivered or maintained components, or that are not reproducible (operating errors, incorrect manipulation, unauthorised intervention, third-party products, faulty data material etc.);
• remedy of malfunctions caused by physical third-party impact or force majeure (damage, power failure, overvoltage, lightning, force-of-nature damage, animal bite etc.);
• effort resulting from the customer's breach of its duties to cooperate;
• effort caused by software/virus attacks.

1.14 Payment default of the customer

If the customer is in default with payment, mycomp it-services GmbH may suspend its deliveries until all outstanding amounts are settled and claim default interest of 5 %. Furthermore, after setting a grace period, it may at its choice hold the customer to the contract and sue for payment plus delay damages, refuse further performance or definitively waive it, or rescind the contract. In the latter two cases, a lump-sum compensation of 50 % of the contract value of the services not yet rendered may additionally be demanded.

1.15 Duties to cooperate

The customer ensures that all required cooperation is provided in good time, to the required extent and free of charge for mycomp it-services GmbH.

1.15.1 Specifications. The customer provides all specifications required for performance in good time and makes office space, machines and competent contact persons available. Unless mycomp it-services GmbH is expressly commissioned with data backup, this remains the sole responsibility of the customer.

1.15.2 Delays / additional effort. If the customer fails to provide a required cooperation, not in time or not in the agreed manner, it is to be warned. The consequences arising therefrom (delays, additional effort) are borne by the customer.

1.15.3 Dissemination of information. On the systems provided, the customer refrains from disseminating unlawful content and does not use the services illegally. Prohibited in particular are: incitement to violence, racial discrimination, instructions or incitement to criminal conduct, unauthorised gambling, defamatory or personality-infringing publications, infringement of copyright and intellectual-property rights of third parties, hacking, distribution of viruses, spamming as well as the unlawful operation of websites with copyrighted content. Content of an erotic nature must be protected against access by minors.

1.16 Rights in the work result

Unless otherwise stipulated in the individual contract, mycomp it-services GmbH holds the rights to the work results created during performance. The customer receives a non-exclusive, non-transferable right of use and exploitation, unlimited in time and place.

1.17 Exclusion of warranty in case of self-inflicted fault

Independent rectification by the customer or third parties is excluded. If the customer handles products improperly, modifies or repairs them itself or has this done by parties not authorised by mycomp it-services GmbH, it loses all warranty and liability claims. Additional effort may be charged at the applicable conditions.

1.18 Approval

If the customer uses products and work results productively, such services are in any case deemed approved if no written notice of defects is given within 30 days of acceptance or, in the absence thereof, of handover. Hidden defects that could not be detected even upon proper inspection are excepted and may be asserted until the warranty period expires.

1.19 Liability

mycomp it-services GmbH is not liable for damage attributable to software errors in software not produced by it, nor for damage caused by computer viruses, provided it had taken protective measures appropriate to the state of the art. The limitations of liability do not apply where mycomp it-services GmbH acted intentionally or with gross negligence or where mandatory statutory provisions conflict.

1.20 Leasing

Any leasing or refinancing contract for the subject matter affects only the ownership relationships and the debtor position regarding the price. The remaining rights and obligations remain unaffected.

1.21 Exclusion of set-off

The customer may only set off against claims of mycomp it-services GmbH such counterclaims as have been acknowledged in writing by mycomp it-services GmbH.

1.22 Securities

mycomp it-services GmbH retains ownership of sold hardware products until the customer has paid for them in full. A licence of use is granted subject to full payment of the licence fees. If the customer fails to pay, it loses all rights of use after a single written reminder and is obliged to delete all copies and return data carriers and documentation.

1.23 Re-export

The customer undertakes to observe existing re-export restrictions.

1.24 Confidentiality

mycomp it-services GmbH and the customer mutually undertake to keep confidential all facts, data and documents belonging to the business sphere of secrecy that become known in connection with the contract and that are neither obvious nor generally accessible. This obligation exists before conclusion of the contract and also continues after termination and is to be imposed on engaged third parties. mycomp it-services GmbH is entitled to disclose the cooperation as a reference unless the customer expressly prohibits this.

1.25 Non-solicitation

The parties will not solicit each other's employees or contractors. This obligation applies during the term of the contractual obligations and for one year thereafter.

1.26 Change management

Within a change-management procedure, the parties may change commercial conditions such as scope, deadlines and costs at any time. Oral changes must in any case be recorded in a protocol and brought to the attention of the other party. Further-reaching changes to the contract are only valid if made in writing.

1.27 Transfer

mycomp it-services GmbH may transfer this contract or parts of it to another company at any time without the customer's consent and with full release of mycomp it-services GmbH.

1.28 Final provisions

Swiss law applies, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is the statutory seat of mycomp it-services GmbH.

2.1 Hardware purchase

2.1.1 Subject matter. mycomp it-services GmbH sells the customer the hardware products designated in the individual contract.

2.1.2 Delivery. mycomp it-services GmbH delivers the hardware to the operating location, provided this is in Switzerland or the Principality of Liechtenstein. Delivery and shipping are at the customer's cost and risk.

2.1.3 Prices / remuneration. The customer pays the purchase price set out in the individual contract. This is inclusive of flat-rate delivery costs to the Swiss operating location, but exclusive of VAT and of costs for installation, unpacking and disposal, unless otherwise agreed.

2.1.4 Warranty. The customer must inspect the delivered hardware immediately after delivery and give written notice of defects without delay. Unless otherwise agreed, the warranty period is three months from delivery. Warranty rights arise from the manufacturer's conditions; towards mycomp it-services GmbH they consist solely in mycomp it-services GmbH asserting them against the manufacturer/supplier or assigning them to the customer for enforcement. Wear parts and consumables are to be replaced by the customer.

2.1.5 Return and disposal. The concluded agreements and the applicable provisions (SWICO) apply to return and disposal. The customer is responsible for the removal of data; mycomp it-services GmbH assumes no warranty, in particular not for loss of data.

2.2 Licences for third-party software

2.2.1 Right of use. By delivering the licence, mycomp it-services GmbH conveys the right to use the software products exclusively in accordance with the manufacturer's licence terms. Correct licensing is the customer's responsibility. Where manufacturer's terms are absent, a non-exclusive, non-transferable right of use within the scope of intended use applies.

2.2.2 Handover and installation. Handover takes place on the data carrier provided by the manufacturer; documentation is only supplied if the manufacturer makes it available. Installation must be agreed separately as an additional service.

2.2.3 Unauthorised use. Breach of the terms of use results, for every unauthorised intervention, in a non-releasing contractual penalty amounting to twice the licence fee.

2.2.4 Protective rights. The customer recognises the manufacturers' protective rights, leaves protective-right notices unchanged and does not make software and documentation accessible to third parties in whole or in part.

2.2.5 Terms of payment. The customer pays the agreed licence fees, which merely compensate the granting of the right of use. One-off licence fees are invoiced after conclusion of the contract, recurring licence fees in advance for each calendar year.

2.2.6 Warranty for defects. Defects must be inspected immediately after delivery and reported in writing without delay. Unless otherwise agreed, the warranty period is three months from delivery. Hidden defects must be reported within 10 days of discovery. Rights arise from the manufacturer's conditions.

2.2.7 Warranty of title. The manufacturer's provisions apply; mycomp it-services GmbH assigns all claims for direct assertion. In the event of an alleged infringement of protective rights, mycomp it-services GmbH may at its choice procure a right of use, replace or modify the product, or take it back against reimbursement of the purchase price reduced by amortisation (straight-line depreciation over five years).

2.2.8 Contract term. Individual contracts with recurring licence fees may be terminated at three months' notice to the end of the year; extraordinary termination for good cause remains reserved. Contracts with only one-off licence fees have no contract term.

2.3 Services

2.3.1 Subject matter. mycomp it-services GmbH provides IT services such as installation, customizing and parameterization, roll-outs, data migration, project management, testing, training and support. The services to be provided are described in the individual contract.

2.3.2 System integration. Responsibility for system integration is only assumed if expressly mentioned in the individual contract and if the customer specifies its requirements in advance. Otherwise delivery is on a «time and material» basis, and purchase, licensing and services are regarded as independent legal transactions.

2.3.3 Place of performance. Services are provided at the choice of mycomp it-services GmbH either at its business address or at the customer's premises.

2.3.4 Terms of payment. Services are provided according to time and material at the applicable conditions and invoiced monthly. Travel time counts as working time and is charged like expenses.

2.3.5 Warranty. mycomp it-services GmbH applies recognised technical-scientific principles and corresponding care. Where a work result is owed, it is warranted to meet the specifications upon handover. Defects must be reported in writing without delay. The warranty period is three months after acceptance and is limited to rectification.

2.4 System maintenance

2.4.1 Subject matter. mycomp it-services GmbH provides services to maintain the operability of the supported components under normal conditions of use, specified in the individual contract.

2.4.2 Standard services. Maintenance readiness (provision of know-how and resources), a service desk as first point of contact for faults, and fault remedy through remote or on-site support. On-site effort is not covered by the maintenance fee without express agreement.

2.4.3 Additional services. On agreement: fault management (triage), spare-parts holding, system monitoring, update and patch management, user support (first level) and quality assurance (trouble tickets, quarterly reports, quality reporting and review).

2.4.4 Fault remedy in particular. mycomp it-services GmbH first attempts to remedy the fault itself and otherwise engages the manufacturer's service or asserts existing warranty rights. No responsibility is assumed for the success of the manufacturer's warranty services.

2.4.5 Supported components. The services relate exclusively to the components listed in the individual contract. If the prerequisites (current versions, manufacturer support, spare parts) are not met, mycomp it-services GmbH may discontinue the services for the affected components with one month's prior notice.

2.4.6 Readiness levels. The service time runs Monday to Friday 08.00–12.00 and 13.00–17.00 (excl. general public holidays at the location of the responsible office). During agreed standby times, mycomp it-services GmbH maintains an emergency organisation of up to 7 × 24 hours.

2.4.7 Response and fault-remedy time. Response times are set out in the individual contracts and apply only within the agreed service time. Fault-remedy times are granted only by special agreement.

2.4.8 Flat-rate fee. As compensation, the customer pays the flat-rate remuneration designated in the individual contract semi-annually in advance, on 01.01. and 01.07. respectively.

2.4.9 Support hours. Within a service subscription, the customer may commit to the advance purchase of a certain number of support hours. Unused hours expire within two years of the order as well as upon termination of the system-maintenance contract by the customer.

2.4.10 Third-party costs. Necessary support from third parties exceeding the agreed service level may be charged as third-party costs.

2.4.11 Warranty. mycomp it-services GmbH provides the services carefully but cannot guarantee uninterrupted and error-free operation. In the event of defects, the customer may first demand rectification or replacement; if two attempts fail, it may demand performance, a reasonable price reduction or — in the case of significant defects — rescission. Rights regarding defects lapse within six months of acceptance or receipt.

2.4.12 Contract term. Individual contracts are concluded for an indefinite period and, without express agreement, take effect on the 1st of the month following installation. They may be terminated to the end of a calendar year at three months' notice.

2.4.13 Consequences of termination. Upon expiry, the obligation to provide services ends. Spare parts acquired and stored on the customer's behalf must be taken over by the customer at residual value (straight-line amortisation over 36 months, interest 7 % p.a.).

3.1 Licences for software

3.1.1 Right of use. mycomp it-services GmbH grants the customer, for the designated software, the non-exclusive, non-transferable right to use the software together with the documentation on the intended system for an indefinite period as intended. Not permitted are, in particular, use on a system other than the customer's, operating a data centre for third parties, copying beyond intended use, renting/lending/disclosure to third parties, processing/modification/extension, and decompilation of the object code into source code.

3.1.2 Handover and installation. Handover takes place on a suitable data carrier or in electronic form. Documentation is only supplied if provided as standard. Installation must be agreed separately.

3.1.3 Transfer of software. With prior written consent, the customer may pass the software to a third party, provided it confirms in writing that it retains no copies and definitively ceases use. Breach of the terms of use results in a non-releasing contractual penalty amounting to twice the licence fee.

3.1.4 Protective rights. The customer recognises the protective rights of mycomp it-services GmbH, leaves protective-right notices unchanged and does not make software and documentation accessible to third parties in whole or in part.

3.1.5 Terms of payment. The customer pays the agreed licence fees. One-off licence fees are invoiced after conclusion of the contract, recurring licence fees in advance for each calendar year on 01.01. and 01.07.

3.1.6 Warranty for defects. Defects must be inspected immediately after delivery and reported in writing without delay. Unless otherwise agreed, the warranty period is six months from delivery; within this period reproducible program errors are remedied or workarounds offered.

3.1.7 Warranty of title. mycomp it-services GmbH declares that it holds all rights to its software. The customer informs it in good time of alleged third-party claims and follows the instructions given; failing this, the warranty obligation lapses.

3.1.8 Contract term. Individual contracts with recurring licence fees may be terminated at three months' notice to 30.06. or 31.12.; extraordinary termination for good cause remains reserved. Contracts with only one-off licence fees have no contract term.

3.2 Software care

3.2.1 Subject matter. For the standard software listed in the individual contract, mycomp it-services GmbH provides software-care services to remedy software errors, support operation and maintain the software.

3.2.2 Standard services — fault analysis. mycomp it-services GmbH analyses faults, assigns them to an area of responsibility and — where the maintained software is the cause — proposes a solution (by phone/mail/remote access, otherwise on site).

3.2.3 Error correction. Errors in the standard software are remedied according to urgency through correction code/workarounds, through adjustment of operating procedures or through correction releases. In the event of significant operational disruptions there is a claim to individual error correction if the cause is clearly attributable to the standard software.

3.2.4 Software maintenance. New releases are made available to the customer, together with a recommendation on installation. Installing new releases is not covered by the care fee and is charged additionally.

3.2.5 Archiving. mycomp it-services GmbH archives the deployed program versions throughout the entire deployment period in source and object code so that the software can be reinstalled in the event of destruction. The reinstallation effort is charged as a service unless a software error was the cause.

3.2.6 Service desk. The service desk answers queries on the use of the software. Its use is compensated in addition to the maintenance fee (flat rate or according to time and material).

3.2.7 Support. Support services exceeding the scope are provided on special order against additional compensation. Maintenance contracts with third parties are at the customer's expense.

3.2.8 Care of individual software. The care of individually developed programs is not part of the standard care services and must be agreed separately.

3.2.9 Delivery of new versions. New versions are neither delivered nor installed under a software-care contract and must be procured separately by the customer.

3.2.10 Service and response times. Support is provided during the support time (Monday to Friday, 08.00–12.00 and 13.00–17.00, excluding general Sundays and public holidays). For significant operational disruptions, a response time of one working day is assured during service times.

3.2.11 Flat-rate fee. As compensation, the customer pays the flat-rate remuneration designated in the individual contract annually in advance at the start of a calendar year.

3.2.12 Contract term. Individual contracts for software care and service desk are concluded for an indefinite period and may be terminated to the end of a calendar year at three months' notice.

3.2.13 Severability clause. Should a provision be invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid provision is replaced by a valid one that comes as close as possible to its economic purpose.

3.2.14 Written form. Agreements between the parties (offers, acceptances, orders as well as changes and additions thereto) are only valid if recorded in writing. The use of e-mail is equivalent to written form.