ioLabs AG (Version: 01.08.2023)
1.1 These General Terms and Conditions (T&C) govern the contractual relationship between ioLabs AG and its customers. Deviations from these General Terms and Conditions require the explicit written confirmation of ioLabs AG.
1.2 For offers and/or sales of goods and services, only the T&C in their valid version at the time of the respective contract conclusion apply.
1.3 By placing an order (order confirmation/confirmation of the offer), the customer agrees to the current T&C of ioLabs AG.
2.1 If the scope of the order requires, ioLabs AG creates a project concept, which will be presented to the customer. Once the customer approves the presented solution, ioLabs AG prepares an offer based on the concept.
2.2 The prices mentioned in the offers are estimates based on the current knowledge and experience from comparable projects. They do not constitute fixed prices or binding cost statements within the meaning of Art. 373 of the Swiss Code of Obligations (OR). Offers from ioLabs AG are non-binding until confirmed in writing by ioLabs AG in an order confirmation or confirmed by both parties in a corresponding contract.
2.3 In some cases, a Proof of Concept (POC) may be required for accurate cost and timeframe determination. This will be clearly indicated in the offer (or later for additional effort or special services). Price and time estimates in the offer are specified as precisely as possible but may be more precisely specified or adjusted after the POC.
2.4 The services of ioLabs AG will be invoiced based on the actual effort. The cost framework mentioned in the offer represents an approximate non-binding price. In case of an expected deviation of more than 20%, ioLabs AG will promptly inform the customer.
2.5 The execution of the order will be carried out according to the details in the binding offer. To fulfill the contract and protect the customer's manufacturing and trade secrets, ioLabs AG reserves the right to involve third parties.
3.1 The offers are based on a smooth order processing. Any unforeseen additional effort and not explicitly offered and agreed-upon special services such as training, feature extensions, material provisions, etc., will be invoiced separately. Unless otherwise indicated, time will be billed on an hourly basis per person according to the current hourly rate.
3.2 All necessary content will be promptly provided by the client unless otherwise specified or agreed. Any delays in content provision or cooperation by the customer release ioLabs AG from the obligation to meet the agreed-upon deadlines.
3.3 Incidental expenses and any travel costs will be borne by the customer.
4.1 Unless otherwise agreed, invoices are issued monthly and must be paid within 30 days of receipt. In the event of premature termination of the contract by the customer, the customer will be invoiced half of the unpaid costs according to the unpaid cost estimate.
4.2 Already provided services can be utilized by the customer according to Clause 8. ioLabs AG is entitled to retain the customer's assets until all costs are paid.
4.3 A reduction in the contract fee is only possible for objective reasons of contract violation. If there are indications that the services provided by ioLabs AG do not fully meet the customer's wishes and expectations, the customer must inform ioLabs AG promptly. Until such notification, but no later than 14 days after delivery of the contract object, the services of ioLabs AG are deemed accepted by the customer.
5.1 The deadlines and delivery dates indicated by ioLabs AG are approximate and therefore non-binding unless otherwise expressly agreed upon in writing. Even in the case of binding deadline agreements, ioLabs AG will be liable for damages only in case of intent and gross negligence. Unavoidable or unforeseeable events, including delays caused by the customer, release ioLabs AG from the obligation to meet the agreed-upon deadlines.
6.1 After completion of the order and handover by ioLabs AG to the customer, acceptance must be carried out within 14 days. A later acceptance entitles ioLabs AG to issue additional invoices. If the customer refuses to cooperate in the acceptance process, the order will be considered accepted after the expiration of the deadline.
6.2 In the case of defects identified during acceptance, the customer exclusively has the right to remedy or redelivery within two months. The list of defects must be submitted within 14 days. After this period, the contract object is considered approved.
7.1 ioLabs AG is obliged to provide its services with the utmost care and in good faith to safeguard the customer's interests.
7.2 ioLabs AG shall not be liable for performance errors or delays of third-party products or solutions. Any performance errors or delays release ioLabs AG from the obligation to meet the agreed-upon deadlines.
7.3 ioLabs AG shall not be liable for any direct or indirect damages arising from the use of the product or service.
7.4 ioLabs AG shall not be liable for material or immaterial damages to the customer.
8.1 The services provided by ioLabs AG remain the intellectual property of ioLabs AG. The customer receives an unrestricted usage right if all costs and/or fees claimed by ioLabs AG against the customer are settled. Unless otherwise specified, the transfer, reproduction, or provision to third parties of these services is not permitted.
8.2 The goods (especially, but not exclusively, the programmed applications/software) provided by ioLabs AG remain the property of ioLabs AG. However, the customer, as a licensee, is granted a personal right to use the goods. Unless otherwise specified, the transfer, reproduction, or provision to third parties of these goods is not permitted.
9.1 Both parties undertake not to disclose confidential information of the other party - even after the termination of the contract - to third parties. They will take reasonable measures to prevent unauthorized third parties from gaining access to confidential information.
9.2 To the extent necessary for the execution of the contract, ioLabs AG may disclose confidential information to its subcontractors. ioLabs AG is responsible for ensuring that these subcontractors comply with the provisions contained in Clause 9.
10.1 ioLabs AG is entitled to use orders and their work results as references (including, but not limited to, on the website of ioLabs AG: www.iolabs.ch).
11.1 The invalidity, ineffectiveness, or non-enforceability of individual provisions of these conditions shall not affect the validity of the other contractual provisions. Any invalid provisions of this agreement shall be replaced by a provision that comes closest to the purpose and intent of this agreement. The present contract shall be supplemented according to its purpose and intent if any gaps should arise.
11.2 Swiss law shall apply. The place of jurisdiction is the registered office of ioLabs AG, Canton of Zug, City of Baar.