General terms and conditions

1. Terms of contract

These general terms and conditions regulate the contractual relationships between the agency Intes Ltd, hereinafter referred to as Intes Ltd, and the customer who uses the services of Intes Ltd. They are an integral part of every order. Deviating conditions must be agreed in writing.

2. Fiduciary duty and trade secret

Intes Ltd undertakes to carry out the assigned tasks carefully and responsibly. Project-related information will be treated confidentially. Intes Ltd commits itself to the customer to an objective activity oriented towards the objectives of the customer.

3. Duty to cooperate

The customer supports Intes Ltd in providing the agreed services based on timely, clear instructions and forwarding the necessary information. Any additional work caused by the customer not fulfilling the obligation to cooperate will be invoiced by Intes Ltd. It is the customer’s duty to test the delivered work. The customer cannot invoice Intes Ltd for the cost of testing.

4. Third party services

For services in the field of printing, production, photography, text and editing, Intes Ltd cooperates with selected specialists. Intes Ltd acts towards third parties on behalf of the customer. Third party work will be specified and charged by the respective companies by means of a separate offer. For the mediation (expenses for preparation of offers, comparisons and administration) we charge a consulting fee of 15% of the invoice amount. The invoice address is the address of the customer.

5. Intellectual property/copyright

All works and ideas created by Intes Ltd are at all times intellectual property of the agency. The client acknowledges the copyright of Intes Ltd. No one is entitled to modify created works without the consent of the agency.

6. Rights of use

Unless otherwise agreed, the use by the customer in terms of content, time and geography refers to the one-time use of the created product. For further use the customer has to obtain the permission of Intes Ltd and to compensate accordingly. For long term used advertising material (logos, slogans, images etc.) an additional usage fee will be charged. Unlawful use of the intellectual property Intes Ltd will result in a contractual penalty.

7. Warranty

In the case of data and documents delivered by the customer, which serve Intes Ltd for further processing, Intes Ltd assumes that the authorization for use exists and that accordingly no rights of third parties are violated.

8. Data and documents

Intes Ltd shall keep all important order documents for at least one year after completion of the order. Beyond that Intes Ltd is exempt from further storage without any written instruction to the contrary.

9. Quotations

The initial quote, which is based on approximate information, is considered a guideline quote. Travel expenses, material costs, subsequent requirements as well as car corrections (point 12) are not included in the offers. These will be charged additionally according to expenditure. The price commitment of the offers of Intes Ltd expires (unless otherwise noted) after 30 days.

10. Order placement

The order can be placed verbally, in writing by fax, email or letter and automatically presupposes that these “General Terms and Conditions” have been read and fully accepted.

11. Good for printing

The customer is obliged to check the control documents sent to him for errors prior to final production and, if no further corrections are necessary, to return them signed with the “good for printing”. The «good for printing» can also be sent via e-mail. The good for printing stands for form, design and content. But not for paper, image quality and color accuracy. Intes Ltd assumes no liability for defects that have not been reported.

12. Author corrections

Authors’ corrections are understood to be changes made by the customer that have not been offered. In many cases, it is incorrect data or data that is not supplied in accordance with the offer, as well as subsequent changes. If these author corrections exceed 10% of the order volume, the customer can receive an additional offer from Intes Ltd. In principle, however, author corrections are always shown separately.

13. Supporting documents

Intes Ltd may claim 5 receipts from all work produced. Furthermore, Intes Ltd has the right to use and publish these documents as evidence of its work.

14. Invoice/Payment

All offers are always inclusive of VAT and in Swiss francs, unless otherwise stated in the offer. The invoice amount is subject to VAT. Invoices are generally due 30 days after the invoice date. If the time needed for a project exceeds 30 days, Intes Ltd reserves the right to ask for payments on account from the time the order is placed. Intes Ltd also reserves the right to define the payment conditions individually per offer.

15. Order reduction or cancellation

If a placed order is reduced or canceled, Intes Ltd has a claim to 50% of the agreed fee, whose services have been started. If the service has already been completely performed Intes Ltd is entitled to the full agreed amount. In addition, the customer has to bear the incurred expenses or advance services of third parties in full.

16. Liability

The liability on the part of Intes Ltd is limited to gross negligence and/or intentional fault. Damage claims are limited to the order value.

18. Complaints/notices of defects

The services and products provided by Intes Ltd are to be checked immediately upon receipt. Any complaints must be made within 5 working days.

19. Warranty & Bug fixing

The customer is required to report errors in the application within 2 months after delivery. These errors will be fixed within the defined time. Errors outside the warranty period will be removed according to effort based on the hourly rate of Intes Ltd.

20. Retention of title

The goods delivered by the contractor or transferred rights of use as well as layout or final artwork documents of any kind remain the property of the contractor until full payment has been made.

21. Internet/web-based software solutions

In the event of non-fulfillment of payment obligations, Internet presentations/web-based software solutions will be removed from the Internet after prior notice, for which the costs for a one-time setup according to the current price list will be charged additionally. Texts and images or content supplied by the contractual partner as well as links to pages on the Internet must not infringe any trademark, patent or other rights of third parties. The contractual partner is liable for damages caused by the delivered data. Images, graphics, texts as well as programming and web-based software solutions delivered by Intes Ltd are protected by copyright and are available to the contractual partner for the duration of the contract. Any further use, duplication or modification is only allowed with written permission by the agency Intes Ltd. Updates, changes, adaptations and revisions will be implemented by Intes Ltd as soon as possible. For dates of special importance deadlines can be agreed. For this work and also general activities Intes Ltd charges an hourly rate of CHF 180.00. Intes Ltd reserves the right to change this hourly rate without informing the contracting party. The hourly rate will be shown in every invoice.

22. Imprint

The Contractor may refer to its company in a suitable manner on the contractual products with the consent of the Customer. The Customer may only refuse consent if it has an overriding interest in this.

23. Law and jurisdiction

The relationship between the customer and Intes Ltd is subject to Swiss law. The place of jurisdiction is Zurich, Switzerland.

Terms and conditions SaaS solutions

1. General

1.1 These General Terms and Conditions shall apply to all, including future, offers to and contracts with our customers, users and partners (hereinafter referred to as Customers), even if we do not expressly refer to these terms and conditions. We shall not be bound by any conflicting terms and conditions of the Customers, even if we do not object to them. Deviations, other agreements and assurances must be in writing. Swiss law shall apply exclusively to all legal relationships, even if the customer is domiciled outside Switzerland. The uniform international sales law, including the UN Convention on Contracts for the International Sale of Goods, is excluded.
1.2 These General Terms and Conditions shall further apply to all online solutions provided by us against payment and free of charge, the use of which is exclusively by way of remote data transmission via the Internet. Billing shall be carried out by us in accordance with the contract.

2. Offer and conclusion of contract

All offers and price lists are subject to change. Contracts are concluded upon receipt of our written order confirmation, invoice, service or access to the Saas product. We reserve the right to correct printing errors and mistakes. Dimensions, drawings, illustrations, descriptions, etc. are not binding.

3. Access to the online solutions

3.1 The contract is concluded when the customer has accepted our offer and the contract – provided with a legally binding signature – is presented to us or based on the customer’s electronically placed order to Intes Ltd, access to the Saas product has been granted. With the conclusion of the contract the customer is granted the non-transferable and non-exclusive, time-limited right of access to the online solutions to the agreed extent. All rights of use not expressly listed remain with us.
3.2 The customer’s access to the online solutions shall be password-protected via the Internet by way of remote data transmission. The customer is obliged to keep his access data and password secret and to protect them from misuse by third parties. The customer must inform us immediately in the event of loss of the access data, the password or if there is suspicion of misuse of this data. Furthermore, we are entitled to block access to online solutions in the event of misuse. The customer is liable for any misuse for which he is responsible.

4. Services

4.1 The scope of services of the individual services results from the current description in the offer of the service at the time of the order.
4.2 All servers are connected to the Internet via a complex system architecture. Incoming and outgoing data traffic is routed via routers, load balancers, switches, etc., each of which permits a specific maximum data throughput rate. There is no direct connection of individual servers to transfer points on the Internet. For technical reasons, the data traffic capacities for groups of servers are therefore limited at certain points. An increased volume of data traffic from or to individual servers may mean that the maximum possible data throughput rate at the port of the individual server is not available for these servers and other servers technically connected to them. In such cases, the data throughput rate is technically distributed among the connected servers. The same applies to databases that share a server. In the event of increased data traffic, the data traffic capacities are distributed among the technically connected databases.
4.3 The availability of the servers and the data paths up to the transfer point to the Internet (backbone) was 99.9769% last year. Restrictions or impairments may occur that are outside our sphere of influence. These include, in particular, the actions of third parties who are not acting on our behalf, technical conditions of the Internet that we cannot influence, and force majeure. Similarly, the hardware and software or technical infrastructure used by the partner (e.g. DSL connection of another provider) may also have an influence on the services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by us, this shall have no effect on this contractual compliance.
4.4 The Service Provider shall carry out regular maintenance work on its systems for the security of network operation, to maintain network integrity, the interoperability of services and data protection. For this purpose, it may temporarily suspend or limit its services, taking into account our concerns, to the extent justified by objective reasons. The Service Provider shall carry out the maintenance work, as far as possible, during low-use periods. If longer temporary service suspensions or restrictions are necessary, the Service Provider shall inform us in advance of the type, extent and duration of the impairment, insofar as this is objectively possible under the circumstances and the notification would not delay the elimination of interruptions that have already occurred.
4.5 Insofar as fixed IP addresses are provided, we reserve the right to change the assigned IP address if this is necessary for technical or legal reasons.

5. Terms of payment

5.1 Invoicing is always in advance for one month. Invoice due date is always the 21st of a month. However, an annual payment interval can be specified in order to reduce the administrative effort. Due dates and discounts are regulated in the respective invoices. If a direct debit authorization has been granted, amounts due will be collected from the customer’s account by direct debit.
5.2 The prices invoiced are net prices plus the applicable value added tax. Correspondingly, this will be shown in the respective invoice.
5.3 Invoices will be delivered by e-mail as an attachment. If delivery is requested by letter, we are entitled to charge an appropriate processing fee. In the event of a retroactive change to the invoice, which is not due to our fault, we are entitled to charge an appropriate processing fee.
5.4 The customer is not entitled to withhold payments unless he is entitled to a statutory or legally established right of retention. If the customer is more than fourteen days in arrears, we may block access until the outstanding payment has been settled.
5.5 A reminder in which a service suspension is announced will be charged with CHF 20.00. A service suspension will be charged with CHF 50.00. For each invoice that reaches the reminder level of a service suspension, a service suspension is possible even if one or more service suspensions have already been issued.
5.6 If the customer defaults on payment of a not insignificant part of the remuneration for two consecutive months or defaults on payment of an amount equivalent to a monthly fee for a period exceeding two months, we may terminate the contractual relationship for good cause without notice. An important reason for termination without notice for us shall also exist in particular if insolvency proceedings are applied for or opened against the customer’s assets or if the opening of such proceedings is rejected for lack of assets. In the event of termination without notice, all amounts not yet invoiced up to the end of the term shall become due immediately.
5.7 The customer is obliged to provide necessary data completely and correctly and to notify changes immediately. This applies in particular to the address data, the bank details and the e-mail address.
5.8 We may send information and statements concerning the contractual relationship to the customer’s e-mail address. The customer will regularly check the e-mail address that serves as a contact address to us.

6. Right of withdrawal

The customer is no longer bound to the contract if he revokes it with a period of notice stipulated in the contract before the end of the test period. The revocation does not require any justification, but must be declared in writing (e.g. by letter, e-mail). Timely dispatch of the revocation is sufficient to meet the deadline.

  6. 1. by e-mail to: [email protected]

  6. 2. or the timely dispatch of the revocation by letter (date of postmark) to:

Intes GmbH Flüelastrasse 27 8047 Zürich Schweiz

7. Termination

7.1 The contract for online access can be terminated with a notice period of one month to the contract term. With the end of the contract period the access to the database set up for the customer ends. The customer receives a backup of his complete database and his uploaded files via download. This download is available to the customer for 1 month after the end of the contract period. After that, we assume no liability for the loss of the stored data.
7.2 Any termination must be made in writing (see 6. Right of cancellation). Non-use of the access is not considered as termination. Without timely notice of termination, the contract term shall be automatically extended by a further 6 months in each case.
7.3 The customer has the right to terminate the contract extraordinarily. However, the customer shall only be entitled to this extraordinary right of termination if we breach our obligations under the contract so seriously that the customer can no longer reasonably be expected to continue using the software provided or if use is no longer possible for technical reasons for which we are responsible and we cannot specify a reasonable time at which use would be possible again.

8. Rights of use

8.1 The duration of the right of use is determined by the agreement underlying the contractual relationship, it is communicated to the customer at the beginning of the contract and ends at the latest with the expiration of the contractual relationship. If no period of use has been specified, the right of use shall run until revoked by one party, terminable every month with a notice period of 6 months.
8.2 The customer undertakes to use the online access only for his own purposes and not to provide third parties with separate access to it, either free of charge or against payment.
8.3 Customer is prohibited from modifying any copyright notices, marks/trademarks and/or proprietary notices on the Solutions.

9. Warranty/Liability

9.1 All online solutions are regularly revised and updated with the expected care.
9.2 Liability for damage caused by the use of the online solutions to other solutions or to the customer’s data carriers / data processing equipment shall only be accepted insofar as it concerns typically occurring, foreseeable damage and the defect in the online solutions causing the damage was caused intentionally or by gross negligence by a legal representative or vicarious agent. Statutory claims for rectification of defects and subsequent delivery – but not for damages – shall remain unaffected by the above provision. Further claims of the customer, in particular for loss of profit or consequential damages, are excluded. In the event that a claim for damages should nevertheless exist, the customer shall, however, be entitled to a maximum amount equal to the share of the annual usage fee attributable to the remaining usage period.
9.3 In the event of a loss of data for which we are responsible, we shall only be liable for the expenditure normally required for recovery, but at most for an amount equal to the share of the annual usage fee attributable to the remaining usage period.

10. Unavailability

We strive to provide access permanently, i.e. 24 hours a day, 365 days a year. However, we expressly do not guarantee availability at all times. In particular, access may be temporarily restricted for technical reasons, for example due to necessary maintenance and repair work. Restrictions of availability for the above reason shall not give rise to any rights to damages or the pro rata reimbursement of license fees for the period for which use was restricted (see also 4.).

11. User support

Questions in connection with the use are possible via telephone (Mon.-Fri. 9 a.m. to 5 p.m.) or at any time via e-mail or ticket system.

12. Data protection

12.1 Our data protection practices comply with the Swiss Federal Data Protection Act (DSG).
12.2 Personal data of the customer will only be collected and used as far as they are necessary for the establishment, content or modification of the contractual relationship. The customer undertakes to keep this data with us up to date at all times.
12.3 We use the customer’s e-mail address only for information letters about the orders, for invoices and, unless the customer objects, for customer care and, if requested by the customer, for our own newsletters.
12.4 We do not pass on any personal customer data to third parties. Excluded from this are service partners, insofar as this is necessary for the determination of the fee and for billing the customer.
12.5 The customer has a right to information as well as a right to correction, blocking and deletion of his stored data. If a deletion is contrary to legal or contractual storage obligations or other legal reasons, the data will be blocked.

13. Reference to the general equal treatment law

As far as we use terms for persons in this text (e.g. participant, user, partner or similar) and use the masculine form of this term, this is done exclusively to avoid linguistic ‘monsters’ and not to discriminate against the other gender. Of course, we address all statements to men as well as to women. This applies equally to the use of job titles and any other wording for which a gender distinction is possible.

14. Final clauses

Swiss law shall apply exclusively. Place of performance and jurisdiction is in any case Zurich, Switzerland. Should any part of the General Terms and Conditions or other contracts be invalid, they shall remain valid in all other respects. The ineffective part shall be replaced by a provision that achieves its purpose as far as possible.

Hosting terms and conditions

1. Subject of the contract

These General Terms and Conditions govern the legal relationship between Intes Ltd (hereinafter referred to as “intes”) and the contract signatory (hereinafter referred to as “customer”), who uses the services of intes. With his consent (verbal, written or electronic) or with the use of the service (hereinafter referred to as “service”) the customer accepts these general terms and conditions as an integral part of the contract between him and intes. The provisions of the Master Service Agreements (MSA) and the Service Level Agreements (SLA) take precedence over the provisions of these General Terms and Conditions. The customer undertakes to use the services offered by intes in accordance with these General Terms and Conditions. The special provisions in the respective service contract between the customer and intes remain reserved.

2. Beginning, duration and termination of the contract

In the absence of provisions to the contrary, the contract between the customer and Intes is concluded for an indefinite period. The contract comes into force on the date agreed between the customer and Intes. If the customer uses a service of Intes before the agreed date, the contract comes into force on the date of the first use. Unless otherwise agreed, the notice period is one month. Fixed-term contracts end without notice after expiration of the agreed duration. Termination may be effected by either of the contracting parties in writing and in compliance with the notice periods, in each case to the end of a month. However, Intes reserves the right to terminate the contract at any time for good cause, such as the use of services for or in connection with criminal acts.

3. Obligations of the customer

The customer is responsible for the use of the services obtained by him in conformity with the law and the contract. Intes is not liable for damages resulting from use contrary to the law or the contract. The customer shall take all necessary measures to prevent unauthorized interference with his own and third party systems, against the spreading of viruses and to comply with the applicable provisions of telecommunications, data protection and copyright law. The Customer undertakes not to use the Services to commit or support criminal acts and shall take the necessary measures within its area of responsibility to prevent criminal use by users belonging to the Customer or third parties. This shall apply in particular with regard to the elements of crime of unauthorized gambling, money laundering as well as the dissemination and making available of depictions of violence, so-called hard pornography, incitement to crime or violence, disturbance of religious and cultural freedom or racial discrimination in accordance with Swiss criminal law. If the desired use of the services requires an age check by law, written consent from Intes is also required. Furthermore, intes does not allow the sending of unsolicited mass advertising (spam). The customer is obliged to indemnify Intes for claims made against Intes because the customer or one of his employees or associated users has used the service in violation of this contract or has misused it for criminal activities. The customer shall inform Intes immediately of any defects, malfunctions or interruptions of services, equipment or software of which it becomes aware, and in particular of any cases of use of the Services by the customer’s associated users or by unauthorized third parties (e.g. hackers) in violation of the law or the contract. It is the customer’s responsibility to protect the equipment and software in his possession or the equipment and software leased by Intes, which are used for the use of the Services, as well as the data used for this purpose, including program data, against unauthorized access, manipulation, damage and loss. Intes is not liable for any damage incurred by customers in this context. If no agreements about backup services have been made, the customer is fully responsible for the data himself. Open relays and VPN services with anonymization services are not allowed. If a customer shares a server system with other customers, as is typically the case with virtual servers, the customer shall show consideration and limit excessive use and thus impair the performance of the other customers (“fair use”). If this is not possible for the customer, Intes offers an upgrade to a more powerful service class. If the customer fails to do so, Intes reserves the right to withdraw from the contract immediately if necessary.

4. Prices, invoicing and payment

Unless otherwise agreed, prices are quoted in CHF net excluding VAT. The payment period is 20 days. In case of early termination, the remaining amount will be paid. The installation costs will be invoiced together with the first invoice amount for the service. The installation costs will not be refunded even in case of early termination of the contract. After the expiration of the payment period, the customer is in default from the day the debt is due and must pay interest on arrears to the extent provided by law, without the need for a further reminder. Reminder fees of CHF 20.- will be charged with the second reminder. With the third reminder Intes reserves the right to interrupt or terminate the services without further notice including deletion of all data. A fee of CHF 100.- will be charged to the customer for restarting the service and an advance payment of the usual billing period will be requested.

5. Rights and obligations

Intes shall provide the agreed services within the scope of the entrepreneurial and technical resources at its disposal. The customer shall provide Intes with all necessary support to enable it to perform its services. Intes attaches great importance to a very high reliability and strives to provide its services within the scope of its operational resources without interruptions. Office hours are the usual working hours Monday – Friday, 09.00 – 18.00, with the exception of federal and cantonal holidays of the Canton of Zurich and January 2. Faults and interruptions caused by the customer or the user attributable to him will be repaired by Intes at his expense. The work performed will be charged at the current rates of Intes. Intes is entitled, in the case of a justified suspicion of illegal or contractual use of the services by the customer, his associated users or third parties who have accessed the services via the customer’s computer system, to prevent the dissemination, making available or retrieval of illegal content or to interrupt the connection to the customer at any time and if necessary without prior information, without this giving rise to any liability or compensation obligation. Intes complies with the Code of Conduct Hosting of simsa – swiss internet industry association.

6. Liability

The customer can be held liable for damages caused to Intes or third parties by the use of the services by him or his associated users. Within the scope of its personnel and financial possibilities, Intes strives for a high quality of the offered services. However, Intes does not assume any warranty for disturbances or failures of the services. In particular, Intes is not liable for damages caused by criminal activities of third parties such as phishing, DoS-attacking, hacking or malware. As far as legally permissible, Intes excludes any liability for direct or indirect damages for itself as well as for third parties used by Intes to fulfill the contract. This applies in particular to consequential damages, such as liability for loss of profit, as well as liability for loss of data or claims by third parties. Intes points out that when using spam filters, desired messages can also be filtered.

7. Final clauses

Intes reserves the right to change these general terms and conditions at any time. The new terms and conditions will be communicated to the customer in writing or in another appropriate manner and shall be deemed accepted in the absence of objection by the customer within one month. Should one or more provisions of these general terms and conditions prove to be void or invalid, this shall not affect the remaining provisions. These remain unchanged and retain their validity. The void provision(s) shall be replaced by lawful provisions of the same value as far as possible. The contract and these terms and conditions are subject to Swiss law. In the event of differences of opinion, an amicable settlement shall be sought before recourse is had to the judge. Exclusive place of jurisdiction is Zurich. Intes is entitled to sue the customer also at his domicile or registered office. These general terms and conditions are valid as of January 1, 2012 and replace all previous publications.