Validity of the general terms and conditions (“GTC”) The GTC supplement special agreements between ID and its customers. They become effective upon the conclusion of a contract between ID and its customers. The work, services and deliveries provided by ID are carried out exclusively in accordance with these GTC. Deviating agreements must be made in writing and expressly confirmed by ID. These GTC take precedence over the terms and conditions of business and delivery of third parties.
Care and duties of ID ID safeguards the interests of its clients to the best of its knowledge and ability and provides the contractually agreed services with the due care customary in the industry.
Rights to the work results Upon payment of the fee, the client is entitled to use the work results of ID for the agreed purpose. Further intellectual property rights of ID remain reserved.
Right to issue instructions and representation of clients The customer is authorised to issue instructions to ID. If the customer insists on issuing an instruction despite a warning from ID, the customer alone bears the consequences of this. The content and scope of ID’s powers of representation are based on the specific contractual agreement. In case of doubt, ID will seek the customer’s instructions. In order to avert damage and danger, ID is also authorised to take appropriate measures in urgent cases without obtaining the customer’s consent.
Involvement of third parties Subject to other agreements, ID is authorised to involve third parties at its own expense in order to fulfil its contractual obligations. ID is liable for the careful selection, instruction and monitoring of third parties involved by ID itself. The customer is solely liable for third parties involved by the customer despite ID’s warning.
Intellectual property Unless otherwise contractually agreed, ID retains all intellectual property rights to the works it has produced. The term ‘works’ also includes drafts and parts of works, provided that these are intellectual creations with an individual character. ID may publish the work while safeguarding the customer’s interests and may refer to itself as the author.
Business and manufacturing secrets The parties mutually agree to keep secret and not disclose to third parties any business and manufacturing secrets of which they become aware in the course of this collaboration. Manufacturing and business secrets include, but are not limited to, production processes, technical know-how, programming, concepts, offers, calculations, customer relationships, etc.
Fees The fee owed to ID is based on the contractual agreement between the parties. In the absence of special agreements, ID is entitled to a fee based on the work involved in accordance with the rates customary in the industry. ID is entitled to claim periodic payments on account according to the progress of the work. Payments on account are to be made immediately; invoices are due within 30 days of receipt.
Interruption of work and delay If the customer is responsible for the interruption or delay, ID is entitled to compensation for the resulting damages. If the delay requires additional services when work is resumed, the amount of compensation for these services must be agreed in writing before work resumes.
Acceptance and notification of defects The customer shall check all work, services and deliveries from ID immediately upon receipt or acceptance. The customer shall report any defects immediately, otherwise any warranty claims shall be deemed forfeited. Subject to other agreements, the delivery of works shall be excluded from rescission.
Written form requirement Amendments and supplements to the contractual agreement must be made in writing. Verbal ancillary agreements are not binding. Deviating written agreements in the individual contract shall take precedence over these general provisions.
Severability clause Should one or more provisions of this agreement be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace an invalid provision with a valid provision that comes as close as possible to the economic outcome of the invalid provision.
Place of performance, place of jurisdiction and applicable law The place of performance for all services provided by ID is the registered office of ID. The place of jurisdiction for any legal disputes is the registered office of ID. ID has the right to assert its own claims at the customer’s place of business or residence. The legal relationship between ID and the customer is governed exclusively by Swiss law.
