1.     Scope

These General Terms and Conditions («GTC») govern the business relationships between menteez, Schaffhauserstrasse 25 in 8442 Hettlingen, (hereinafter referred to as «Provider») and its customers in the context of SaaS services as well as implementation, project, consulting, and support services of the Provider (hereinafter collectively referred to as «Services»).

The relationship between Provider and Customer is governed by a framework agreement («Agreement») along with its associated attachments. These GTC serve as such an attachment to the Agreement. Together, the Agreement and all attachments form the «Contract».

Unless the Agreement and/or attachment contains any or differing regulations, the GTC shall apply to the entire contractual relationship as well as the pre-contractual relationship between the parties.

2.     Contract Conclusion

The contract is concluded as soon as the Customer accepts the Provider's offer and confirms this to the Provider. This usually takes place through written or electronic confirmation.

3.     Provider's Services

The Provider's obligations are conclusively defined in the contract.

Unless the Agreement or its attachments expressly provide for the delivery of a specific work result, the Provider is not obliged to create such a result. The Provider only owes due diligence in its activities.

The Provider has the right to engage third parties to fulfill the contract.

4.     Cloud Services

For providing IT resources (especially computing power, storage, network capacity) as well as software over the internet without installation at the Customer's premises («Cloud Services»), the Provider uses external, specialized cloud providers («Cloud Provider»). The Provider has no influence on their business activities.

Insofar as the contract grants the Customer usage rights to Cloud Services, the Customer receives a non-exclusive, non-transferable right limited to the contract duration and area to use the Cloud Services for its internal business purposes.

The usage right includes exclusively the proper and contractual use. Subject to mandatory law, the Customer is prohibited from copying, decompiling, modifying, distributing, creating derivative works, operating a data center with, or making accessible to third parties the Cloud Services or their components.

5.     Additional Customer Obligations

The Customer has been informed about the essential functions of the Cloud Services before concluding the contract. The risk that the Cloud Services do not meet the desires and needs of the Customer is borne solely by the Customer. Technical requirements and application possibilities will be communicated upon request.

The Customer ensures, in accordance with the Provider's specifications, that the necessary infrastructure and working environment of the users are provided, e.g., provision of sufficient internet bandwidth.

The Customer examines each service and delivery from the Provider concerning defects and usability before it is used productively.

The Customer reports problems and defects (especially of the Cloud Services) immediately and in written form (including e-mail).

The Customer's cooperation obligations arise from the contract. Additionally, the Customer must take all actions that, from the Provider's perspective, are necessary for fulfilling the contract. In particular, they ensure that all necessary information, data, documents, and required personnel are available in a timely manner or within a reasonable period.

The Customer appoints a decision-making contact person and their deputy.

If the Customer violates their cooperation obligations, all commitments of the Provider regarding deadlines and availability lapse. The Provider's liability for damages resulting from such breaches of duty is completely excluded; the Customer bears any additional costs arising.

The Customer must report any use exceeding the agreed licensed scope immediately. The Provider and the Cloud Provider are entitled to verify the contractual use and compliance with the agreed measurement parameters. If overuse is identified by the Provider, Cloud Provider, or the Customer themselves, the Customer owes additional compensation from the point the overuse occurred.

Access to the Cloud Services is secured by password protection. The Customer bears the exclusive responsibility for the quality of passwords and the adequate confidentiality of these passwords.

6.     Intellectual Property Rights

All intellectual property rights to the Cloud Services and the associated documentation remain with the Provider or the respective rights holders.

The Provider is entitled to use ideas, concepts, and methods of information processing and IT services developed alone or together with Customer's employees in fulfilling the contract for providing similar services to other customers.

Software, software adjustments, concepts, know-how, information, data, and all documents and materials provided by the Provider in connection with contract negotiations or execution remain the exclusive intellectual property of the Provider. The Customer may not duplicate or disclose them to third parties. If no contract is concluded, the Customer must return the materials to the Provider or delete them permanently upon instruction; further use is not permitted.

Unless the contract provides otherwise, all intellectual property rights to all software components, software modifications, documentation, concepts, methods, work results, and other documents and results created or provided in the course of contract initiation or fulfillment remain exclusively with the Provider. This applies even if they were created entirely or partially through the cooperation or specifications of the Customer.

7.     Compensation

Compensation for the Provider's services is defined in the Agreement and its attachments; all prices are exclusive of VAT.

Price adjustments for each renewal period are reserved. A waiver of a price adjustment once does not constitute a waiver of future adjustments.

If the actual expense exceeds an agreed fixed price and this is at least partially due to incomplete or incorrect information from the Customer or insufficient cooperation, the Provider is entitled, after respective notification or warning, to increase the price by the additional effort caused. The causal connection between insufficient cooperation and the additional effort is presumed.

8.     Payment Conditions

Unless the Agreement provides otherwise, the compensation is billed to the Customer monthly.

All bank charges (especially fees for international transfers) are borne by the Customer.

Compensation is to be paid by the due date indicated on the invoice; the payment term is 30 days from the invoice date. Within this period, the Customer can raise justified objections in written form (incl. email). After the period expires, the invoice is deemed unconditionally accepted.

Upon expiry of the deadline, the Customer is in default and owes default interest of 5% p.a. In case of payment delay, the Provider is entitled, after setting a final ten-day postponement in writing, to temporarily suspend its services and block software access. Any arising additional costs are borne by the Customer.

9.     Warranty

Regarding the Provider's services without deliverable work results, the Provider warrants that these will be performed with the industry-standard care.

The Provider warrants the functionality of the Cloud Services to the extent of the product documentation published by the Cloud Provider. Any further warranty is excluded; in particular, no error-free or disruption-free operation is assured.

Defects must be reported immediately upon discovery in written form (incl. email) so that they can be forwarded to the Cloud Provider in a timely manner.

In the event of non-contractual use in accordance with section 4, any warranty of the Provider is void.

10.  Liability

The Provider's liability is limited to intent and gross negligence.

Furthermore, the Provider is only liable for direct damages that the Customer can demonstrably attribute to the fulfillment of the contractually agreed performance unless the Provider proves it is not at fault.

The Provider's liability is, insofar as legally permissible, limited in total to the compensation that the Customer has paid to the Provider during the twelve (12) months preceding the damage event in regard to recurring fees, i.e., at most what is owed for one contract year as remuneration.

The Provider is not liable for pure financial losses, indirect damages, or consequential damages such as lost profit, unrealized savings, the Customer's own expenses like additional personnel costs, recourse claims from third parties, delays, data loss, data damage, or costs resulting from involving third parties by the Customer, to the extent legally permitted, are entirely excluded.

The Provider is not liable for the behavior of engaged auxiliaries.

11.  Force Majeure

Neither Provider nor Customer is liable for events of force majeure. If the Provider is prevented from fulfilling the contract due to force majeure – especially but not limited to natural events like storms, lightning, fire, or earthquakes, epidemics, pandemics, acts of war, strikes, virus attacks, or disruptions of public transportation or communication infrastructure – despite due diligence, the performance or agreed dates shift corresponding to the duration and impact of the event.

Disruptions to the communication infrastructure used by the Customer do not count as force majeure and do not release the Customer from their payment obligation.

12.  Confidentiality

Both parties commit to confidentiality concerning all information, data, documents, and documentation received in connection with the contract, where there is a confidentiality interest – especially business and trade secrets, including the ideas, concepts, procedures, and technical details underlying the Provider's services, as well as information about the Customer's customers – and to only disclose to third parties with the express consent of the other party.

The confidentiality obligation does not apply to information that (a) was already demonstrably known to the recipient, (b) was or becomes publicly known or accessible without the recipient's fault, or (c) was lawfully disclosed to the recipient by a third party entitled to do so.

The confidentiality obligation continues beyond the end of the contract.

The parties oblige their employees and engaged third parties to comply with these confidentiality provisions.

The Provider is entitled to name the Customer in its communications, on social media, and on its website using the Customer's logo as a reference.

13.  Data Protection

The protection of the Customer's data is guaranteed in accordance with the applicable data protection law, and the Provider and any third parties engaged by the Provider will only process the Customer's data within the scope of fulfilling the contract. The Customer grants the Provider and any third parties engaged by the Provider a right to store, copy, and process the data managed by the software.

The Customer guarantees in turn that the legal conditions for processing personal data are met, so that the Provider can provide its services as a data processor without violating data protection regulations.

14.  Contract Duration and Termination

The contract comes into effect upon signing. Its duration is derived from the Agreement and its attachments. Unless otherwise specified, the contract ends with complete fulfillment by both parties.

Termination is permissible if it is a continuing obligation or if the contract explicitly provides for termination. The termination modalities are derived from the Agreement and its attachments.

Both parties may terminate the Agreement or individual attachments in case of material breach – including payment default – extraordinarily. Such termination is permissible only after a 30-day grace period elapses unused.

Extraordinary termination of the entire contract is only permissible if the breach affects the entire contractual relationship.

After the end of the contract, the Customer must return all materials provided by the Provider. Access to the Cloud Services is blocked at the termination time. Customer data will be handed over to the Customer – if technically possible or commissioned – before or immediately after blocking in a suitable form; provision is chargeable based on effort. Subsequently, the data will be deleted by the Provider and the Cloud Provider.

15.  Changes to GTC

The Provider reserves the right to change these GTC at any time. Changes will be communicated in a timely manner and are deemed accepted unless the Customer objects within 30 days.

16.  Applicable Law and Jurisdiction

These GTC and all contractual relationships between Provider and Customer are subject to Swiss law. The exclusive place of jurisdiction is Winterthur, Switzerland.

17.  Final Provisions

The contract supersedes all arrangements, correspondence, declarations, or negotiations regarding the subject matter of the contract in all parts unless expressly referenced in the contract. This also applies to offers, specifications, and tenders.

If any provisions of these GTC are invalid or incomplete, the validity of the remaining provisions remains unaffected. In place of the invalid or incomplete provision, a regulation that comes closest to the economic purpose of the original provision takes effect.

Version, September 2025