Terms and Conditions
A General Provisions
1. Scope and Validity
1.1 These General Terms and Conditions (GTC) govern the conclusion, content, and execution of contracts between customers (hereinafter referred to as “Customers”) and skycore swiss AG (hereinafter referred to as “skycore”) for hardware maintenance and the provision of other IT services by skycore.
1.2 The GTC are an integral part of all offers and contracts between the Customer and skycore. Ancillary agreements, amendments, or additions to the GTC shall only become effective upon written confirmation.
2. Payment Terms
2.1 Invoices from skycore for services/deliveries arising from all contractual relationships are payable net within 10 days of invoicing, without any discount.
2.2 Failure to meet the payment deadline will result in default without explicit reminder, and skycore shall be entitled to 8% default interest as well as reimbursement of all dunning, collection, legal, and court costs, and any further damages.
B Procurement of Hardware and Software
1. Conclusion of Contract
1.1 skycore’s offer, including any demonstrations provided, is free of charge.
1.2 Unless otherwise specified in the offer, skycore remains bound by it for 30 days from the date of issue. The contract is concluded by signing a separate agreement or by written acceptance of the offer. If subsequent order/contract changes incur additional costs for skycore, the Customer shall bear these costs according to skycore’s rates valid at that time.
The contract is concluded by signing a separate agreement or by written acceptance of the offer.
If subsequent order/contract changes incur additional costs for skycore, the Customer shall bear these costs according to skycore’s rates valid at that time.
2. Delivery
2.1 The indication of delivery times and dates is generally non-binding for skycore. A delivery period begins at the earliest with skycore’s order confirmation, but never before all technical details have been clarified. If no specific delivery date is expressly agreed upon, skycore usually delivers in consultation with the Customer.
2.2 Operational disruptions, particularly non-delivery or delayed delivery by skycore’s contractual partners and force majeure events, entitle skycore to extend delivery periods and/or cancel delivery obligations, to the exclusion of any claims for damages by the Customer.
2.3 The shipment of products by skycore is at the Customer’s expense and risk. Damages must be reported to the carrier upon receipt of goods.
2.4 Complaints regarding the execution and quantity of the delivery must be submitted in writing to skycore within 5 days of receipt of goods; otherwise, the delivery shall be deemed approved.
3. Payment Terms
3.1 Products remain the property of skycore until full payment of the purchase price and may neither be pledged nor transferred as security.
3.2 All prices in all offers and contracts between the Customer and skycore are net, without discount, in Swiss currency.
3.3 skycore provides delivery at fixed prices. The remuneration covers all services necessary for proper contract fulfillment. Specifically, the remuneration covers installation costs, costs for initial instruction, expenses, any license fees, and packaging, transport, and unloading costs.
3.4 skycore is entitled, at its own discretion, to demand advance payment or other forms of security.
4. Warranty
4.1 The warranty period for products supplied by skycore is determined by the manufacturer’s defined warranty period. Parts that demonstrably become defective or unusable within the warranty period due to poor materials, faulty design, or defective workmanship will be repaired or replaced by skycore free of charge. The warranty service covers the necessary parts, excluding labor time. Any further claims against skycore, particularly for damages or withdrawal from the contract, are excluded. Damages resulting from non-compliance with operating regulations, as well as damages due to other causes not attributable to skycore, are not covered by the warranty.
4.2 A program error subject to warranty only exists under the following conditions:
a) the error must be documentable and reproducible, and
b) the error, during intended use on the designated computer system and under the application and operating conditions defined in the manual, causes a deviation in functions and performance that nullifies or significantly reduces the application’s intended use.
4.3 The Customer is obliged to promptly notify skycore of any defects occurring during the warranty period. skycore shall not be liable for any damages resulting from delayed notification of defects.
4.4 Apart from the warranty services described above, any further warranty obligations of skycore are fully excluded.
C Maintenance and Care
1. Scope of Maintenance and Care
1.1 Hardware maintenance refers only to parts supplied by skycore and includes their upkeep (preventive maintenance) to maintain operational readiness and repair (rectification of malfunctions and errors to restore operational readiness) through repair and replacement of defective parts, as well as the installation of technical improvements.
1.2 Rectification of defects caused by incorrect operation, external influences, effects from equipment not supplied by skycore, improper handling, as well as the replacement of wear and tear parts and/or consumables, are not considered maintenance services. Such services will be billed additionally at skycore’s current rates.
Software care includes error correction, adaptation, and further development of programs (new releases by the manufacturer).
Functional enhancements to software are not considered maintenance services for software care. Such services will be billed additionally at skycore’s current rates.
1.3 Upon request, skycore will participate in the search for the cause of a malfunction, even if the malfunction occurs due to the interaction of multiple systems or components. If skycore proves that the malfunction was not caused by the hardware it maintained or the software it cared for, these services will be billed at skycore’s current rates.
1.4 Upon request and against separate remuneration, skycore will also rectify malfunctions attributable to circumstances for which the Customer or third parties are responsible.
2. Standby, Reaction, and Malfunction Rectification Time
During maintenance and service standby, skycore receives malfunction reports and provides its maintenance and care services as agreed in the maintenance and service contracts. skycore begins rectification as quickly as possible, but no later than within the period specified in the maintenance contract or the service contract. Intervention time is defined as the period between the Customer’s call to skycore’s malfunction reporting center and the expert intervention via remote maintenance or on-site.
2.1 skycore ensures that the relevant documentation is updated as necessary.
2.2 skycore maintains a maintenance and care log as provided and makes it available to the Customer upon request. It contains information essential for continued operation.
3. Documentation, Log, and Report
If rectification is compensated based on effort, the Customer receives a report. This report specifies the date, type, and duration of the deployment. This report is countersigned by the Customer.
4. Remuneration/Payment Terms
4.1 skycore provides its services at the maintenance and effort rates or lump sums agreed upon in the maintenance and service contracts.
4.2 The remuneration covers all services necessary for proper contract fulfillment. Documented expenses and incidental costs of skycore will be charged additionally. Taxes and duties levied on the conclusion or fulfillment of this contract, or any increase thereof, shall be borne by the Customer.
5. Warranty
5.1 skycore guarantees careful provision of its services. The warranty is void insofar as the Customer is at fault.
5.2 If maintenance, care, and servicing are unsuccessful, the Customer can initially only demand gratuitous rectification. skycore will rectify the defect within a reasonable period and bear all resulting costs.
5.3 If skycore has not carried out the requested rectification, or has not done so successfully, the Customer may, after a single written warning, have the corresponding measures performed by a qualified third-party company. The costs shall be borne equally by skycore and the Customer.
5.4 Warranty claims (according to 4.1 to 4.3) expire within one year from the performance of the maintenance or care service. Defects must be reported immediately upon discovery. For defects fraudulently concealed, warranty claims can be asserted for ten years after performance.
6. Termination of the Contractual Relationship
If the maintenance contract is concluded for an indefinite period, it can be terminated at any time, subject to existing maintenance obligations arising from hardware and software procurement contracts. The termination may also extend to individual parts of the contract, subject to an agreement on the adjustment of remuneration. The notice period is 6 months for skycore and 3 months for the client. Prepaid remunerations will be refunded pro rata temporis.
D Final Provisions
1. Confidentiality
1.1 The contracting parties shall treat as confidential all facts that are neither obvious nor generally accessible.
1.2 In case of doubt, facts are to be treated confidentially, and there is a mutual obligation to consult.
1.3 This confidentiality obligation exists even before the conclusion of the contract and also after the termination of the contractual relationship.
1.4 If a contracting party breaches the aforementioned confidentiality obligation, it shall owe the other party a contractual penalty, unless it proves that it is not at fault. This amounts to one annual remuneration per case at the time of the breach, but not exceeding CHF 50,000 per case. Payment of the contractual penalty does not release from the confidentiality obligation.
2. Liability for Damages
skycore is liable for damages arising from the contractual relationship caused by itself or by a third party commissioned by it, unless it proves that neither it nor commissioned third parties are at fault, whereby any liability for slight negligence is excluded. Liability for any type of indirect damage, such as lost profits and the like, is excluded in any case. skycore’s liability is limited to the amount of one annual remuneration of the Customer, but not exceeding CHF 500. Liability for personal injury and property damage is excluded from this limitation. Furthermore, any liability is excluded to the extent permitted by law.
3. Assignment, Transfer, and Pledging
Rights and obligations arising from the contractual relationship, as well as the contract as a whole, may not be assigned, transferred, or pledged, either wholly or in part, to third parties without the prior written consent of the contracting party. Such consent shall not be unreasonably withheld.
4. Applicable Law, Place of Jurisdiction
The contractual relationship between the parties shall be governed exclusively by substantive Swiss law. The exclusive place of jurisdiction is Bern, Switzerland.
skycore has the right to sue the Customer at its registered office or at any other court competent under national or international law.