Version 0.1 of Sept. 20, 2010
Changes or additional agreements are only effective to the extent PrivaSphere confirmed in writing .
2 Range , scope and execution of the service
The scope and execution of the PrivaSphere individual developments is primarily - if available – defined by the written agreement of the parties , in the second place based on the order confirmation from PrivaSphere , third in line based on the offer.
3 Duties and responsibilities of the PrivaSphere
PrivaSphere is entitled to replace personnel during a project .
Both parties commit themselves and their employees, for all information from the business of the other, which are not publicly known or generally accessible, not to reveal and to make every effort to prevent third parties from gaining access to this information by third parties. Either party may define any not generally known fact from their side in writing as ‘confidential’ – therefore, it must be kept secret . PrivaSphere may also require the individual signing of the PrivaSphere "Non-Disclosure Agreements " for any project member.
Unless specific acceptance procedure has been agreed , the customer has to execute the validation the developments.
Without special agreement, the customer has to announce any defects in writing . Without notification within four weeks after delivery, all functions and the delivery shall be deemed approved .
Changes in the course of a project with an impact on the project scope must be reported by the customer always by a written "Change Request". PrivaSphere notifies the customer as soon as possible whether the change is possible and what impact it has on the provision of services , dates and prices.
Each extension, modification or copying of the developed software by the customer requires the written permission of PrivaSphere .
If a defect cannot be eliminated, the Customer is entitled to a price reduction and in case of fault of PrivaSphere also to a compensation for proven direct damages, but together this must not exceed twenty percent of the contract value . Further claims from warranty are excluded. In particular, the customer cannot withdraw from the contract or demand compensation for consequential damages.
The liability of PrivaSphere and its staff is limited to intentional or gross negligence inflicted direct damage, incurred in connection with the performance of the development contract . Any further liability for direct or consequential damages is excluded .
9 Prices and Payment
The customer may counter claims , even if they arise from the same contract or its rescission , set off only with written consent of PrivaSphere or the presence of a final court judgment.
If the customer fails to meet the deadlines for payment , it shall be liable without reminder from the due date to a default interest rate that is four percent above the rate of the Swiss National Bank.
Intellectual property rights resulting for this contract belong to PrivaSphere AG unless agreed otherwise.
The developments may be used by PrivaSphere as a reference for advertising purposes.
12 Applicable law and jurisdiction
The legal relationship is subject to Swiss law. As far as the agreements do not contain specific rules , the rules on the contract in accordance with Article 394 ff OR apply at the express assurance of success, those on the work contract , Article 363 et seq .
Jurisdiction is Zurich . However PrivaSphere has alternatively the right to appeal to the court at the seat of the customer.
In case of differences between this document and its German version, the German version prevails.