GENERAL TERMS AND CONDITIONS OF
Welcome to Dinnova!
1 Scope and supplier
(1) Die Allgemeinen Geschäftsbedingungen (nachfolgend „AGB» genannt) regeln das Vertragsverhältnis zwischen der Dinnova AG (nachfolgend Anbieter) und Ihnen (nachfolgend Besteller), in ihrer zum Zeitpunkt des Vertragsabschlusses gültigen Fassung.
(2) Dinnova offers the following services:
Digital Strategies and Innovations - Accompanying companies with new, digital strategies. This includes, but is not limited to, (1) mobile app development, eCommerce solutions, and websites; (2) SaaS consulting and development; (3) business model consulting; and (4) custom software services.
(3) Client's terms and conditions shall only apply if expressly agreed in writing between the parties.
Please read these terms and conditions carefully before using any of Dinnova AG's services.
2 Subject matter of the contract, scope of services
- The subject of the contract is the consulting work agreed upon in the respective individual project contract.
- The Consultant shall perform all work with the utmost care and observe the recognized rules of science and practice.
- Data provided by the Client and third parties shall not be checked for accuracy, but only for plausibility.
- The Consultant's performance shall be deemed to have been rendered if the project objective or project sub-objective agreed in the individual project contract has been achieved. It is irrelevant here whether and when possible recommendations of the Consultant are implemented by the Client.
- If the Consultant is to be obligated to prepare a detailed written report, this must be agreed separately between the parties in writing.
3 Duties of Cooperation of the Client
The Client shall be obliged to fully support the Consultant and, in particular, to create all conditions necessary for the execution of the assignment and to provide the Consultant with all relevant documents in a timely manner. At the Consultant's request, the Client shall confirm in writing the correctness and completeness of the documents provided.
4 Default in acceptance, failure to cooperate
If the Client defaults in accepting the consulting services or fails to cooperate despite a reminder and a deadline, the Consultant shall be entitled to terminate the contract without notice. The exercise of this right of termination shall have no effect on the Consultant's claims for compensation for the damage caused by the default or the failure to cooperate or for the reimbursement of necessary additional expenses.
5 Remuneration, Terms of Payment, Compensation set-off
- All claims shall become due 14 days after invoicing and shall be payable immediately without deductions, unless otherwise agreed. If payment is not made on time, the client is automatically in default, e.g., without a reminder. The statutory value added tax of 7.7% shall be added to all price quotations and shall be shown separately on the invoice.
- Several clients (natural persons and/or legal entities) shall be jointly liable. A set-off against claims of the Consultant for remuneration and reimbursement of expenses is only permissible with undisputed or legally established claims.
6 Duty of loyalty
- The parties undertake to be loyal to each other. They shall inform each other without delay of all circumstances arising in the course of the execution of the project which could influence the processing.
- The parties undertake not to recruit or employ any employees of the other party for a period of twelve months after termination of the cooperation. The term "to employ" shall also include freelance or self-employed activities.
- In the event of a breach of § 6 (2), a contractual penalty shall be triggered in accordance with the damage incurred.
7 Retention of documents
- After termination of the contract, the parties shall have the right to return the documents received to the other party or to destroy them. If the documents are originals, the consent of the other party shall be obtained prior to destruction.
- A duty to retain documents, insofar as this is not stipulated by law, is not agreed.
8 Duty of Confidentiality, Data Protection
- The Consultant undertakes to maintain all business and trade secrets of the Client and to comply with the statutory data protection provisions. Any disclosure to third parties not involved in the execution of the order shall require the written consent of the Client. The Consultant shall oblige all persons employed by him to comply with these regulations accordingly.
- The Consultant shall be authorized, within the scope of the purpose of the order, to process the personal data entrusted to him or have them processed by third parties in compliance with the data protection provisions.
9 Protection of the intellectual property of the Consultant
- All reports, evaluations, drafts, calculations, drawings, etc. prepared by the Consultant shall be and remain the intellectual property of the Consultant and may only be used by the Client for the contractually agreed purposes and may only be disclosed to third parties or made known to them or published with the express written consent of the Consultant.
- Should the Client also wish to use the consulting services for affiliated companies, it shall require the prior written consent of the Consultant, which the Consultant may also refuse without stating reasons. Insofar as work results are eligible for copyright, the Consultant shall remain the copyright holder. In such cases, the Client shall receive an irrevocable, exclusive, and non-transferable right of use to the work results, which shall be limited by the aforementioned provisions and otherwise unrestricted in terms of time and place.
- In the event of a breach of § 9 (1) and/or (2), a contractual penalty shall be triggered in accordance with § 10.
10 Contractual penalty
- In the event of a breach of § 9 (1) and/or (2), the Client undertakes to pay a contractual penalty of CHF50,000 for each case of breach.
- The right to claim further damages is reserved.
Provisions regarding termination shall be agreed upon in the respective individual project contracts.
- Swiss law shall apply exclusively to all rights arising from the contract.
- All amendments and supplements to these General Terms and Conditions of Contract must be in writing and must be expressly marked as such.
- If any provisions of these General Terms and Conditions are or become invalid in whole or in part, the remaining provisions shall not be affected thereby. The parties undertake to replace the invalid provisions with valid ones without delay.
- The place of jurisdiction is Zurich.
13 Data protection
(1) If personal data (e.g., name, address, e-mail address) is collected, we agree to obtain your prior consent. We agree not to pass on any data to third parties unless you have given your prior consent.
(2) We would like to point out that the transmission of data on the Internet (e.g., by e-mail) can have security gaps. Accordingly, error-free, and trouble-free protection of third-party data cannot be fully guaranteed. In this respect, our liability is excluded.
(3) Third parties are not entitled to use contact data for commercial activities, provided that the provider has given prior written consent to the persons concerned.
(4) You have the right at any time to obtain from Dinnova AG complete and free information about the data concerning you.
(5) Furthermore, the user has the right to correct/delete data/restrict processing.
(6) Further information on data protection can be found in the separate data protection declaration.
(4) We would like to point out that some of these cookies are transferred from our server to your computer system, whereby these are mostly so-called session-related cookies. Session-related cookies are characterized by the fact that they are automatically deleted from your hard drive at the end of the browser session. Other cookies remain on your computer system and enable us to recognize your computer system on your next visit (so-called permanent cookies).
(5) You can object to the storage of cookies, for this purpose a banner is available to which you can object/accept.
(6) Of course, you can set your browser so that no cookies are stored on the hard drive or already stored cookies are deleted again. The instructions regarding the prevention and deletion of cookies can be found in the help function of your browser or software manufacturer.