General Terms and Conditions
1. Provider and scope
1.1These General Terms and Conditions (GTC) apply to contracts between SSR DigitalCraft, sole proprietorship, Mühlestrasse 6b, 6313 Edlibach, Switzerland (hereinafter «SSR») and its customers concerning digital services and related services.
1.2The range of services includes in particular web design and web development, e-commerce, search engine optimisation (SEO), digitalisation, individual software solutions, CRM/DMS-related solutions, AI/automation solutions, hosting and maintenance services, IT support, consulting, branding and project-related additional services.
1.3This master version is primarily intended for contracts with companies, self-employed persons and organisations. For contracts with consumers, mandatory protective provisions and the specific sales situation must be examined separately.
1.4Deviating terms of the customer only apply if SSR has expressly agreed to them in text form.
2. Contractual basis and order of precedence
2.1A contract is concluded in particular by acceptance of a quote, signing of a project or service contract, written order confirmation or another clear mutual agreement.
2.2Individually agreed documents apply primarily to the specific order. Unless otherwise specified, the following order of precedence applies: (1) individually signed contract or supplementary agreement, (2) approved change request, (3) service description/SOW, (4) quote/order confirmation, (5) these GTC.
2.3Information in presentations, concepts, prototypes, mockups or non-binding cost estimates is only binding if it has been expressly designated as part of the contract.
3. Scope of services and project delimitation
3.1SSR provides the services described in the respective contractual document. Services not expressly agreed are not owed.
3.2Design drafts, prototypes, concepts, demonstrations and test environments may differ from the later production system unless a specific characteristic has been expressly warranted.
3.3Requests that change or extend the agreed scope after project approval may be treated as additional services. Where possible, SSR informs the customer of recognisable effects on effort, price or schedule before implementation.
3.4SSR may engage suitable employees, freelancers and subcontractors to perform the contract. SSR remains responsible to the customer for the services owed by SSR in accordance with the applicable statutory and contractual rules.
4. Customer's duties to cooperate
4.1The customer provides SSR in good time with all necessary information, content, approvals, contact persons, system access and decisions.
4.2The customer warrants that texts, images, trademarks, data, software, licences and other content provided by it may be used lawfully and do not infringe any third-party rights.
4.3Delays, additional effort or misdevelopments attributable to late, incomplete or incorrect cooperation by the customer may lead to postponed deadlines and additional effort.
4.4Access data and technical secrets must be provided via the agreed secure channel. Passwords, 2FA codes, recovery codes and private keys should not be transmitted unprotected by email or in general project records.
5. Deadlines, milestones and delays
5.1Deadlines and project plans are binding if they have been expressly designated as binding. Otherwise, they serve planning purposes.
5.2Deadlines are extended appropriately if the customer provides the required cooperation late, agreed approvals are outstanding, the scope is changed or third-party dependencies beyond the control of SSR affect the service.
5.3SSR informs the customer of significant recognisable delays and agrees on how to proceed.
6. Prices, expenses and terms of payment
6.1Prices result from the quote, contract or price agreement. Unless otherwise stated, amounts are in Swiss francs (CHF). VAT is only shown and charged to the extent that SSR is obliged or entitled to do so at the relevant time.
6.2Unless otherwise agreed on a project-specific basis, SSR may invoice 50% of the agreed project price before the start of the project and 50% after completion or agreed acceptance.
6.3Third-party, licence, hosting, domain, travel or other external costs are only included in the project price if this has been expressly agreed.
6.4Invoices are payable within the period stated on the invoice. In the event of late payment, the statutory consequences and those effectively agreed by contract apply. SSR does not require flat-rate reminder fees unless there is a sufficient basis for them.
6.5In the event of significant overdue payments, SSR may, after reasonable notice, withhold further services not yet rendered until the matter is resolved, to the extent that this is legally permissible and proportionate.
7. Change requests and additional services
7.1Changes to the agreed scope of services should be documented by means of a change request or a comparable written approval.
7.2Where possible, the change request describes the change and its effects on price, schedule, technical implementation and acceptance.
7.3SSR is not obliged to implement an additional service before it has been approved, unless otherwise agreed.
8. Acceptance and defects
8.1To the extent that the agreed service is by its nature capable of acceptance, it is tested against the agreed acceptance criteria.
8.2The customer tests the service provided within the agreed or a reasonable period and reports any defects found in a comprehensible manner.
8.3A defect does not exist merely because the customer subsequently wishes a different design, function or way of working, provided the agreed specification is met. Such requests may be treated as a change request.
8.4Statutory rights in respect of defects remain reserved to the extent they are mandatory. Project-specific warranty and rectification rules may be specified in the contract or SOW.
9. Rights of use, intellectual property and source code
9.1Pre-existing rights, tools, frameworks, libraries, methods, templates, generic components, know-how and reusable technical building blocks of a party generally remain with that party or the respective rights holder.
9.2The work results created individually for the customer and the scope of the rights of use granted to them are governed by the specific contract, quote or SOW. Unless otherwise agreed, after full payment the customer receives the rights of use required for the agreed contractual purpose to the final results created by SSR specifically for the customer.
9.3A transfer of exclusive rights or the handover of complete source code, editable source files, development repositories or internal SSR components is only owed if this has been expressly agreed.
9.4Open-source components and third-party software are subject to their respective licence terms. Third-party rights cannot be transferred further than their licence permits.
9.5SSR may reuse general, non-confidential know-how and experience gained during a project for other projects.
10. Use as a reference
10.1SSR may only use the customer and the completed project publicly as a reference to the extent that this has been agreed or the customer has consented. Confidential information is not published in this context.
10.2Any further use of trademarks, logos, screenshots, key figures or case studies requires the corresponding authorisation.
11. Domains, hosting, cloud and third-party providers
11.1Services of hosting, domain, cloud, SaaS, API, payment, email, analytics, AI or other third-party providers are additionally subject to their terms, availability and technical requirements.
11.2SSR cannot guarantee uninterrupted availability or permanently identical functionality of services that are operated or changed outside the sphere of influence of SSR.
11.3Unless otherwise agreed, the customer bears ongoing third-party fees and ensures that the required customer accounts, licences and means of payment remain valid.
11.4Where reasonable, SSR informs the customer of significant known changes or dependencies that materially affect the project.
12. AI and automation services
12.1With AI-supported services, outputs may be probabilistic and contain factual, legal or content errors. The customer remains responsible for appropriately reviewing business-critical results before use, unless an expressly different review service has been agreed.
12.2For AI, SEO, marketing or automation services, SSR does not owe any particular economic success, search engine ranking, reach, increase in sales or error-free decision of a third-party model, unless this has been expressly warranted.
12.3The use of third-party models, AI APIs or platforms may be subject to additional terms, usage restrictions and data protection requirements. Sensitive data or data requiring special protection may only be processed within the agreed and legally permissible framework.
13. Maintenance, support and further development
13.1Maintenance, support, updates, monitoring, backups or ongoing further development are only owed if they have been expressly agreed.
13.2Response times, support hours, priorities, included hours and service levels result from the maintenance/support contract or the respective service description.
13.3Changes caused by browsers, operating systems, plugins, APIs, platforms, security updates or third-party providers may trigger a need for adjustments that lies outside an original project scope.
14. Data backup and information security
14.1Responsibility for backups and recovery depends on the agreed service. Without an expressly agreed backup service, the customer remains responsible for appropriately backing up its production data and content.
14.2For its own services, SSR takes appropriate technical and organisational security measures according to the nature, scope and risk of the information processed.
14.3Absolute security cannot be guaranteed for internet-based systems. Identified security-relevant incidents are handled in accordance with the contractual and statutory obligations.
15. Data protection and processing on behalf
15.1Both parties comply with the data protection provisions applicable to them. Where SSR processes personal data on behalf of the customer, the necessary details are governed, where required, by a data processing agreement (DPA).
15.2The customer remains responsible for the lawfulness of the data processing it initiates, its information obligations and the admissibility of the data transmitted to SSR, unless the law provides for a different allocation of responsibility.
15.3SSR may engage approved or permissible sub-processors and cloud/IT service providers. International data transfers must be safeguarded in accordance with the applicable statutory requirements.
15.4In addition, the current privacy policy of SSR applies to the extent that it is applicable to the processing concerned.
16. Confidentiality
16.1The parties treat business and technical information marked as confidential or confidential by its nature with appropriate confidentiality and use it only for the performance of the contract.
16.2Statutory disclosure obligations remain reserved. Where permissible, the other party is informed before a mandatory disclosure.
16.3If a separate NDA exists, it takes precedence within its scope.
17. Warranty and liability
17.1SSR is liable for damages in accordance with the mandatory statutory provisions. Exclusions of liability do not apply to the extent that they are not permitted by law.
17.2To the extent permitted by law, SSR is not liable for indirect damage, consequential damage, loss of profit, lost savings or data loss, unless these were caused by intentional or grossly negligent conduct of SSR and no mandatory liability precludes this.
17.3For slight negligence, liability is limited, to the extent permitted by law, to the direct damage typically foreseeable at the time the contract was concluded. Any further limitation of liability in terms of amount should be agreed on a project-specific basis and after review by a lawyer.
17.4SSR is not liable for disruptions, outages or changes of third-party providers to the extent that SSR is not responsible for them. This does not apply to its own breaches of duty in selection, instruction or otherwise, to the extent that SSR is liable for them by law.
17.5The customer is obliged to take reasonable measures to mitigate damage.
18. Force majeure and events beyond control
18.1Neither party is liable for delayed or temporarily impossible performance to the extent that this is attributable to events beyond its reasonable control, for example significant infrastructure or telecommunications failures, natural events, official measures, cyber incidents affecting external infrastructures or comparable events.
18.2The affected party informs the other party where possible and reasonable and endeavours to limit the damage appropriately and to resume performance.
19. Contract term, termination and project cancellation
19.1The contract term and notice periods result from the respective contract. Mandatory statutory rights of termination and ending the contract remain reserved.
19.2In the event of early termination, services already rendered, third-party expenses bindingly incurred and other amounts owed by law or contract are invoiced.
19.3After the end of the contract, access, data, work results and open points are handled in accordance with the contract, project handover, DPA and statutory obligations.
19.4Provisions which by their nature are intended to remain in effect after the end of the contract, in particular regarding confidentiality, intellectual property, outstanding payment claims and data protection, remain in force to the extent necessary.
20. Communication and electronic declarations
20.1Project-related communications may be made via the agreed electronic communication channels. Legally relevant declarations for which the law or the contract requires a particular form must be made in that form.
20.2The customer keeps its contact and billing details up to date.
21. Changes to the GTC
21.1For individual projects already concluded, the version of these GTC incorporated at the time the contract was concluded generally applies, unless the parties agree on a change.
21.2For new contracts, SSR may use the current version. Changes to ongoing continuing obligations only become effective in accordance with the contractually agreed and legally permissible requirements.
22. Partial invalidity
22.1Should a provision of these GTC be wholly or partially invalid or unenforceable, the remaining provisions remain unaffected to the extent permitted by law.
22.2The statutory provision applies in place of the invalid provision. The parties may agree on a permissible provision that comes as close as possible to the economic purpose.
23. Applicable law and place of jurisdiction
23.1Swiss law applies, excluding conflict-of-law rules, to the extent that such a choice of law is permissible.
23.3For cross-border projects, mandatory foreign provisions and international rules on jurisdiction must be examined on a project-specific basis.
24. Contact
SSR DigitalCraft, Inh. Sivakumar · Sole proprietorship
Mühlestrasse 6b, 6313 Edlibach, Switzerland
Email: info@ssr-digitalcraft.ch
Phone: +41 79 770 91 28
Web: www.ssrdigitalcraft.ch
UID: CHE-206.557.897 · CH-ID: CH-170.1.012.575-4