Terms & Conditions
1. Scope
These General Terms and Conditions (GTC) apply to all services provided by
VARUNO GmbH, Tramweg 35, 6414 Oberarth, Switzerland (hereinafter “Contractor”) in the field of SAP consulting, in particular SAP EWM, SAP TM and related logistics and IT services.
They apply to all contracts with customers (hereinafter “Client”), unless expressly agreed otherwise in writing.
2. Type of Contract and Legal Classification
This contract constitutes a service or agency contract within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (CO).
It is expressly agreed that no employment relationship is established between the parties.
The Contractor provides the services independently and on its own responsibility and is not integrated into the Client’s work organisation.
The project and documentation language is German, unless agreed otherwise.
3. Services
The Contractor provides consulting, implementation and support services in the SAP environment.
The specific scope of services is defined in the respective offer, the order confirmation or an individual agreement.
A specific economic or technical result is not owed unless expressly agreed.
4. Client’s Obligations to Cooperate
The Client undertakes to provide all cooperation required for service delivery in a timely manner, in particular:
Provision of relevant information and documents
Availability of business contact persons
Provision of necessary system access
Ensuring a suitable system environment
Delays caused by a lack of cooperation shall not be at the Contractor’s expense.
5. Remuneration and Payment Terms
Remuneration is based on the offer or an individual agreement.
Unless agreed otherwise:
Invoices are payable within 30 days without deduction.
Effort is billed according to the hours actually worked.
Expenses and travel costs are shown separately.
In the event of payment default, the Contractor reserves the right to suspend service delivery.
6. Duty of Loyalty and Care
The Contractor undertakes to perform the services in accordance with the recognised rules of computer science and with the care customary in business.
It deploys qualified and experienced personnel and informs the Client of any identifiable risks or ambiguities.
The Contractor is entitled to work for other clients as well, but safeguards all of the Client’s business secrets.
7. Employees and Subcontractors
The Contractor ensures that qualified employees are deployed.
Replacing employees with individuals of equivalent qualifications is permitted.
The use of subcontractors is permitted. Subcontractors are bound to comply with all data protection and confidentiality provisions.
The Client may object to subcontractors for good cause.
8. Data Protection
The Contractor undertakes to comply with the applicable provisions of the Swiss Federal Act on Data Protection (FADP).
Personal data is processed exclusively within the scope of the legal requirements.
9. Confidentiality
All information obtained in the course of the cooperation is treated confidentially.
This obligation remains in effect beyond the end of the contract.
10. Copyright and Rights of Use
Upon full payment, results developed individually for the Client pass into the Client’s right of use to the agreed extent.
Standard components, tools and frameworks remain the property of the Contractor or its licensors.
The Contractor is entitled to use the project as a reference without disclosing confidential content.
11. Liability
The Contractor is liable for damages arising from a culpable breach of contract.
To the extent permitted by law, liability is limited to the contract value, except in cases of:
Intent
Gross negligence
Personal injury
Liability for indirect damages, consequential damages or lost profits is excluded.
The Client is responsible for data backup and recovery.
12. Force Majeure
In the event of force majeure, both parties are released from their performance obligations.
If such an event lasts longer than 3 months, the contract may be terminated.
Services already rendered must be remunerated.
13. Transfer of Rights and Obligations
Any transfer of rights and obligations requires the written consent of the other party.
14. Conclusion and Term of Contract
A contract is concluded by written order confirmation.
The term of the contract is based on the respective agreement.
Termination is possible at any time in accordance with Art. 377 CO. Services already rendered must be remunerated.
15. Final Provisions
Should individual provisions be invalid, the remainder of the contract remains valid.
Amendments must be made in writing. Email counts as written form.
Electronic signatures are permitted.
16. Applicable Law and Jurisdiction
Swiss law applies exclusively.
The place of jurisdiction is the Contractor’s registered office: Oberarth