Terms

1. Scope

These terms apply to contracts between C&W Software Labs AG, Bundesplatz 4, 6300 Zug, Switzerland (Provider), and its customers (Client) for software development, platform operation and technical consulting. The Client’s differing terms apply only with the Provider’s express written consent.

2. Contract formation and scope of services

Offers are non-binding. A contract is formed by written order confirmation or commencement of services. The scope is defined in the relevant offer, statement of work or service agreement. Changes are agreed in text form as a change request.

3. Client cooperation

The Client provides necessary information, content, access and contact persons promptly and free of charge. The Provider is not responsible for delays caused by missing or late cooperation; agreed deadlines are extended accordingly.

4. Fees and payment

Fees follow the agreement: fixed price, time and materials, or recurring service fee. Prices are in Swiss francs plus any applicable VAT. Invoices are payable without deduction within 30 days of the invoice date. Statutory consequences of default under Articles 102 et seq. of the Swiss Code of Obligations apply.

5. Acceptance

For contracts for work, the Client examines deliverables within 14 days of provision and declares acceptance or reports specific defects in text form. Without acceptance or a substantiated defect report within this period, the deliverables are deemed accepted. Production use is equivalent to acceptance.

6. Usage rights

After full payment, the Client receives a non-exclusive, perpetual right to use deliverables created specifically for the Client for its own purposes. Additional rights require a separate agreement. Pre-existing components, tools, libraries and open-source elements remain unaffected; their respective licences apply to open source.

7. Warranty

The Provider performs professionally and with the care expected of a competent specialist. For contracts for work, it warrants the agreed characteristics; defects must be reported within the statutory periods. At its option, it provides correction or replacement. No warranty applies to defects caused by interventions by the Client or third parties, changed operating conditions or use contrary to the contract.

8. Liability

The Provider has unlimited liability for unlawful intent and gross negligence and in other cases of mandatory statutory liability. Otherwise, liability for slight negligence is excluded to the extent permitted by law; where a liability cap is permitted, the maximum per loss event is the fee paid by the Client in the affected contract year. Liability for indirect and consequential losses, such as lost profits or data loss, is excluded to the extent permitted by law. The Client is responsible for regular backups outside the agreed operating services.

9. Confidentiality

The parties keep each other’s confidential information confidential and use it solely to perform the contract. This obligation continues after the contract ends.

10. Data protection

The parties comply with applicable data protection law, particularly the Swiss FADP and, where applicable, the GDPR. If the Provider processes personal data on the Client’s behalf, the parties enter into a data processing agreement.

11. Final provisions

Swiss law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Zug, Switzerland, subject to mandatory statutory provisions. Invalidity of individual provisions does not affect the remaining provisions; a permissible provision closest to their commercial purpose takes their place.

Draft status

Last updated: September 2026. In the event of discrepancies between the German and English versions, the German version prevails.