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General terms and conditions
General terms and conditions (GTC) of OTABIS GmbH, Lättichstrasse 6, CH-6340 Baar, Switzerland (hereinafter “Otabis”), for IT services, web hosting, telephony, rental of hardware and software, and virtual workplaces.
1. Scope
1.1 These GTC apply to all contracts between Otabis and its clients (hereinafter “Client”), unless otherwise agreed in writing.
1.2 Individual agreements, quotes and service descriptions take precedence over these GTC. The Client’s general terms and conditions only apply if Otabis has expressly agreed to them in writing.
2. Quotes and conclusion of contract
2.1 Quotes from Otabis are valid for 30 days unless stated otherwise.
2.2 A contract is concluded by written confirmation (including by e-mail), by signing a contract or by the start of performance. Orders placed via the ticket system, by e-mail or by phone are deemed placed as soon as Otabis begins processing them.
3. Services
3.1 The scope and nature of the services are set out in the quote, the contract or the respective order. They include in particular network and system management, Active Directory, temporary, on-call, monthly-subscription or 24×365 administrators, web development, business analysis, web hosting, website creation, telephony solutions with 3CX, office workspaces with hardware and software rental, and virtual workplaces.
3.2 Otabis performs its services carefully and in accordance with the current state of the art. Unless a specific result has been expressly agreed, Otabis owes careful performance (law of mandates, Art. 394 et seq. of the Swiss Code of Obligations), not a specific result.
3.3 Otabis may engage qualified third parties to perform its services. Otabis remains responsible to the Client for their services.
3.4 Response and availability times only apply if they have been expressly agreed in a quote or a service level agreement. Office hours are Monday to Friday, 08:00–17:00, excluding public holidays in the Canton of Zug.
4. Client cooperation
4.1 The Client supports Otabis in the performance of its services. In particular, the Client provides the necessary information, access, premises and contact persons in good time.
4.2 The Client is responsible for regularly backing up its data, unless data backup has been expressly agreed as a service provided by Otabis. Otabis recommends a current backup before any work on systems.
4.3 The Client is responsible for ensuring that the software it uses is properly licensed, unless the licences are obtained through Otabis.
4.4 Additional work resulting from missing or delayed cooperation by the Client is billed by time spent.
5. Remote support and access
5.1 Otabis may provide services via remote support. A remote support session is only started with the Client’s consent, usually by the Client starting the support tool themselves.
5.2 Access credentials provided to Otabis by the Client are treated confidentially and only used to perform the order. The Client may revoke or change any access granted at any time.
6. Prices and billing
6.1 The prices agreed in the quote or contract apply, otherwise the rates of Otabis valid at the time the services are performed. All prices are in Swiss francs (CHF) plus statutory value added tax.
6.2 Services charged by time spent are billed in 15-minute increments. Travel is charged in accordance with the quote or price list.
6.3 Surcharges in accordance with the quote or price list apply to assignments outside office hours, at weekends and on public holidays, unless a 24×365 subscription has been agreed.
6.4 Otabis may adjust prices for recurring services with three months’ notice to the end of a calendar month. If prices increase by more than 10 %, the Client may terminate the affected contract as of the date of the price increase.
7. Terms of payment
7.1 Invoices are payable within 30 days of the invoice date without deduction. Recurring services are invoiced in advance in accordance with the contract.
7.2 Once the payment period has expired, the Client is in default without a reminder. Otabis may charge default interest of 5 % per annum and reminder fees of CHF 20.– per reminder.
7.3 In the event of late payment, Otabis may, after prior written notice, withhold further services or temporarily suspend services such as hosting, telephony or virtual workplaces until the outstanding amounts have been paid.
8. Subscriptions, term and termination
8.1 Unless otherwise agreed, recurring services (e.g. monthly administrator subscription, 24×365 support, web hosting, telephony, virtual workplaces, rental agreements) are concluded for a minimum term of 12 months.
8.2 They are then tacitly renewed for a further 12 months each time unless terminated in writing with three months’ notice to the end of the term.
8.3 The right of both parties to terminate for good cause remains reserved.
8.4 At the end of the contract, Otabis will, on request, assist the Client with the handover of data, domains and access. This work is billed by time spent unless otherwise agreed. Client data on Otabis systems is deleted 30 days after the end of the contract.
9. Rental of hardware and workplaces
9.1 Rented hardware and software remain the property of Otabis or the respective licensor. The Client may not pass them on to third parties, pledge or modify them.
9.2 The Client treats the rented items with care and reports damage, loss or theft immediately. The Client is liable for damage beyond normal wear and tear.
9.3 At the end of the contract, the Client returns the rented items complete and in good condition. Otabis properly deletes the data stored on them after their return.
9.4 For rented office workspaces, the respective usage agreement also applies, in particular with regard to access, house rules and hours of use.
10. Web hosting, telephony and virtual workplaces
10.1 Otabis strives to ensure high availability of its services. Uninterrupted availability cannot be guaranteed unless expressly agreed in a service level agreement. Planned maintenance is carried out outside office hours wherever possible and announced in advance.
10.2 The Client is solely responsible for the content it stores, publishes or transmits via Otabis services. Unlawful content, spam, attacks on third-party systems and any misuse are prohibited. If there is reasonable suspicion, Otabis may temporarily suspend the affected services.
10.3 Domains are registered in the Client’s name unless otherwise agreed. The terms of the respective registry also apply.
10.4 For telephony solutions, the Client is responsible for the use of its lines, including call charges. The Client must report any misuse, for example by unauthorised third parties, to Otabis immediately. The Client observes the information on emergency calls and location data for IP telephony.
11. Third-party products and licences
11.1 For hardware, software and cloud services from third-party manufacturers (e.g. Microsoft, 3CX), their licence and usage terms also apply. The Client accepts these by ordering or using them.
11.2 Warranty and support for third-party products are governed by the terms of the respective manufacturer. Otabis supports the Client in asserting such claims. This work may be billed by time spent.
11.3 Otabis may pass on manufacturers’ price and licence changes to the Client.
12. Warranty
12.1 The Client must report defects in work results (e.g. websites or configurations created) in writing within 10 days of acceptance or discovery. Otabis will remedy reported defects free of charge within a reasonable period.
12.2 The warranty lapses if the Client or third parties make changes without the consent of Otabis or if defects are due to improper use or third-party influences.
13. Liability
13.1 Otabis is liable for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded to the extent permitted by law.
13.2 Liability for indirect and consequential damage, in particular loss of profit, data loss, business interruption and third-party claims, is excluded to the extent permitted by law. In the event of data loss, Otabis is liable at most for the cost of restoring data from a proper backup made by the Client.
13.3 Otabis is not liable for damage caused by malware, third-party attacks, vulnerabilities in third-party products or failures of third-party networks and services, unless Otabis is responsible for them.
13.4 Liability for personal injury and mandatory statutory liability remain reserved.
14. Confidentiality and data protection
14.1 The parties treat all confidential information they receive in the course of their cooperation confidentially. This obligation continues after the end of the contract.
14.2 Where Otabis processes personal data on behalf of the Client, it does so exclusively to perform the contract and in accordance with the Client’s instructions, in compliance with the Swiss Federal Act on Data Protection. On request, the parties conclude a data processing agreement. Details on data processing can be found in the privacy policy.
14.3 Otabis may name the Client as a reference and show its logo on the website unless the Client objects.
15. Final provisions
15.1 Amendments and additions to contracts must be made in writing; e-mail is sufficient.
15.2 Otabis may amend these GTC. The new version will be communicated to the Client in advance and is deemed accepted if the Client does not object within 30 days.
15.3 Should individual provisions of these GTC be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes as close as possible to its economic purpose.
15.4 These GTC are governed exclusively by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
15.5 The exclusive place of jurisdiction is Baar (Canton of Zug), to the extent permitted by law.