These General Terms and Conditions ("GTC") apply to the entire business of Seaprone GmbH (hereinafter "Company"). The Company provides software development, integration, consulting and training services in the field of information technology. The General Terms and Conditions of the Customer are not binding, unless Seaprone GmbH has expressly accepted the General Terms and Conditions of the Customer in writing.
The contract is concluded by the acceptance of the offer of the Company, concerning the purchase of services, products or licenses by the Client. The contract is also concluded when the customer uses the services offered by the company or obtains or uses products of the company (license). By placing an order, the customer agrees that his data will be stored electronically for the purpose of rational order processing and processed to the extent necessary for order processing.
Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT). The offers of Seaprone GmbH are limited in time. The limitation results from the special information about the offer. The prices are exclusive of any other applicable taxes. The company reserves the right to change the prices at any time. The prices valid at the time of the conclusion of the contract on the website www.roadeon.com or according to the separate price list of the Company shall apply. For the Customer, the prices valid at the time of the conclusion of the contract shall apply.
The Company offers the Customer the following payment options: Invoice, Credit Card, PayPal, Prepayment, Deposit or other payment systems provided by the Company. The Customer is obliged to pay the invoiced amount within 30 (thirty) days from the invoice date. If the invoice is not paid within the aforementioned payment period, the customer will be warned. If the customer does not pay the invoice within the set reminder period, he is automatically in default. From the moment of default, the customer will owe interest on arrears in the amount of 5% (five percent). Offsetting of the invoiced amount against any claim of the Customer against the Company is not allowed. In case of a high order amount, the Company may require a deposit from the Customer. The Company reserves the right to demand advance payment at any time without giving reasons. The Company has the right to refuse to provide the service, to deliver the product or to grant the license in case of late payment.
Unless otherwise agreed, the Company shall fulfill its obligation by providing the agreed service. If no other provisions are agreed, the place of performance shall be the registered office of the Company.
The parties have the express right to call in auxiliary persons to perform their contractual duties. They shall ensure that the auxiliary person is engaged in compliance with all mandatory statutory provisions and any collective labor agreements.
The customer is obliged to make all arrangements necessary for the provision of the service by the company immediately. The Client shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to the Company. Furthermore, the Customer shall cooperate fully and promptly. He shall hand over to the Company any documents required in connection with the provision of services without being requested to do so, in full and with correct content. The Company assumes that the information and documents provided are correct and complete and comply with the legal obligations to cooperate and provide information. The verification of the correctness and regularity of information, documents and figures of the Client is incumbent upon the Company only if this has been agreed upon in writing in advance.
Without the express written consent of the Company, the Customer may not entice away or employ the Company's employees or other auxiliary persons, either for its own account or for the account of a third party. Even after termination of the contractual relationship, the Customer is prohibited from employing employees or other auxiliary persons of the Company in any way, directly or indirectly. This prohibition shall apply until two years after termination of the contractual relationship and is limited to the field of activity of the respective employee or auxiliary person.
The company guarantees to perform the agreed services in a quality customary in the industry. The company endeavors to ensure good availability of www.roadeon.com and takes reasonable precautions to protect www.roadeon.com from third-party interference. However, it cannot guarantee that the functioning of www.roadeon.com and the services offered will be uninterrupted or trouble-free, nor can it guarantee that the files are free of viruses. The company does not guarantee the factual and content-related correctness, completeness and reliability or quality of the published or transmitted information and documents. It can also not provide any warranty for non-spamming, malicious software, spyware, hacking or phishing attacks, etc., which may impair the use of the service, damage the infrastructure (e.g. terminal equipment, PC) of the customer or otherwise harm the customer. The Company cannot guarantee the factual and content-related correctness, completeness and reliability or quality of the provided, published or transmitted information and processes as well as the work result of the Services. Any problem or defect must be reported to the Company immediately. In order to preserve the rights of defect, the Customer shall inspect the Software immediately upon receipt of access and shall immediately notify the Company of any defects in writing and in a comprehensible form. The warranty period is 14 days and begins with receipt or access. In case of warranty claims of any kind, the company is entitled to correct program errors or offer workarounds within a reasonable period of time. The purchaser is only entitled to withdraw from the contract and/or claim damages if the company does not provide an acceptable solution within a reasonable period of time.
Liability for any indirect damages and consequential damages is excluded in full. The liability for direct damages is limited to the sales price of the product or service. This limitation of liability does not apply to direct damages caused by gross negligence or intent. The customer is obliged to report any damage to the company immediately. To the extent legally possible, any liability on the part of the Company and its auxiliary persons for direct or indirect damage is excluded, unless liability is expressly assured to the Client. The liability of the Company for operational standstill, loss of data, data corruption and consequential damage is expressly excluded.
The company is entitled to all rights to the products, services and any trademarks or is authorized to use them by the owner. Neither these General Terms and Conditions nor the associated individual agreements have the transfer of any intellectual property rights as their content, unless this is explicitly mentioned. In addition, any further use, publication and making available of information, images, texts or anything else that the customer receives in connection with these provisions is prohibited, unless it is explicitly approved by the company. If the Customer uses content, texts or pictorial material in connection with the Company to which third parties have a property right, the Customer must ensure that no property rights of third parties are infringed.
The Company may process and use the data recorded within the framework of the conclusion of the contract for the fulfillment of the obligations arising from the contract. The Company shall take the measures required to secure the data in accordance with the statutory provisions. The Client fully agrees to the storage and contractual use of his data by the Company and is aware that the Company is obliged and entitled to disclose information from the Client to these or third parties by order of courts or authorities. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes. The data necessary for the performance of the service may also be disclosed to contracted service partners or other third parties.
These General Terms and Conditions may be amended by the Company at any time. The new version shall enter into force 30 (thirty) days after the notification or posting on the website (www.roadeon.com) by the Company. The version of the General Terms and Conditions in force at the time of the conclusion of the contract shall apply to the Customer. Unless the customer has agreed to a newer version of the GTC.
These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which still specify the provisions of these GTC take precedence over these GTC.
Should any provision of this contract or any supplement thereto be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.
Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation does not apply to information that is demonstrably public knowledge or becomes public knowledge without the assistance of the recipient of the information. Offers, concepts and software solutions of the company are of a confidential nature and may only be made available for inspection to those persons who are responsible for processing them. This obligation shall remain in force even after the termination of the contract.
If the timely performance by the Company, its suppliers or third parties involved becomes impossible as a result of force majeure, such as natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 (one hundred and eighty) days, the Company may withdraw from the contract. The Company shall fully reimburse the Customer for any payment already made. Any further claims, especially claims for damages due to vis major are excluded.
The customer acknowledges that any distributors or agents work independently and therefore independently of the company and any potential claims are to be asserted directly against them. The company is not liable in any way for breaches of contract by any agents and distributors.
These GTC are subject to Swiss law. Unless mandatory statutory provisions prevail, the court at the registered office of the company shall have jurisdiction. The company is free to bring an action at the defendant's domicile. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is explicitly excluded.