Updated December 1st 2019
Kunden aus der Schweiz, Deutschland und Österreich lesen bitte die Deutsche Version der Allgemeinen Geschäftsbedingungen (AGB).
Scope and validity
- The GTC shall apply as an independent contractual basis or as a contractual component in business transactions between Rocket Science AG (hereinafter referred to as “Rocket Science”) and its customers (hereinafter referred to as “Customer”). They are applicable to all services offered and rendered by Rocket Science and form an integral part of the offers (offers) and contracts insofar as they have been declared an integral part of the contract in the offer or in the contracts.
- By signing a contract or accepting an offer from Rocket Science (in writing or by email), the customer unconditionally accepts these GTC in the version valid at the time of signing or acceptance. General terms and conditions of the customer are explicitly excluded.
- Any amendment, deviation or addition to these GTC must be made in writing; there are no verbal subsidiary agreements. This shall also apply to any contract concluded on the basis of these General Terms and Conditions, unless it equates any other form of written form. Rocket Science reserves the right to amend these GTC at any time without further ado with effect for all future contracts based thereon. With effect with regard to existing contractual relationships, Rocket Science is also entitled to amend these GTC by informing the customer concerned in detail of the amendment in writing. The amendments shall enter into force one month after notification. If the changes are to the disadvantage of the customer, he may terminate the contract within one month of receipt of the notification of change. If the customer does not terminate the contract, the change shall become effective for him upon expiry of the period of one month.
- Insofar as contradictions arise during the application of the individual contract components, their order of validity shall be in the following order, unless otherwise agreed:
- the individual contracts take precedence over the offer and the general terms and conditions;
- the provisions of the offer take precedence over the GTC.
Offer & Order
- Rocket Science shall be bound by its written offers and offers by e-mail for a period of 30 days from the date of the offer, unless another period is mentioned on the offer.
- Offers made by Rocket Science by telephone are only binding if they have been confirmed by Rocket Science in writing or by e-mail.
- Orders are only binding if they are placed in writing or by e-mail or if they are subsequently confirmed in writing or by e-mail.
Scope of performance
- The exact scope of services is specified in the offer, the order confirmation or in the individual contract.
- Rocket Science is entitled to partial deliveries and partial services to a reasonable extent. Products delivered for test or demo purposes (hardware, software, data carriers, documents, etc.) shall remain the property of Rocket Science. Rocket Science reserves the right to equip software in such a way that the programs are no longer fully operational after the expiry of the agreed test period.
Involvement of third parties
- Rocket Science is authorised to involve third parties in the provision of services.
Remuneration & expenses
- The customer shall pay a fee which covers the agreed services. Unless expressly agreed otherwise, it shall be net in Swiss francs, exclusive of value added tax, packaging and freight charges.
- The accommodation, travel and transport costs including travel time and other expenses required for the provision of the service shall be additionally reimbursed by the customer. In the case of services outside the Rocket Science premises, a lump sum of CHF 40 per day will be charged for one meal per Rocket Science employee for a period of 4 hours or more and a lump sum of CHF 80 per day for two meals will be charged for a period of 7 hours or more. All other expenses will be charged on a time and material basis and at least every two weeks.
Terms of payment
- Unless otherwise agreed, payments are due immediately and are payable to Rocket Science within 10 days of the invoice date without any deduction.
- Thereafter, interest on arrears of 4.5% p.a. may be charged without a reminder being required. Rocket Science is also entitled to reimbursement of all dunning, collection, legal and court costs.
- If the customer defaults on payment, Rocket Science shall be entitled to withdraw from the contract and claim damages after setting a reasonable grace period of no more than 14 days. If Rocket Science claims damages, this shall amount to 30% of the order value unless the customer proves a lower damage or Rocket Science proves a higher damage.
- Rocket Science may require partial payments (such as down payments).
- The payment deadlines shall also be observed if the services are delayed for reasons for which Rocket Science is not responsible.
- The settlement of any claims of the customer with counterclaims of Rocket Science requires the prior written consent of Rocket Science.
- Deadlines are arranged individually. They shall be deemed to have been complied with if Rocket Science has provided the agreed services by the time they expire.
- If Rocket Science is unable to meet a deadline for reasons for which it is not responsible (e.g. due to non-fulfilment of the customer’s obligations to cooperate or fault of third parties), it shall be extended accordingly. If the customer does not fulfil his payment obligation, the deadlines are automatically extended until the customer has fulfilled his obligations.
Care and liability
- Rocket Science shall perform the contractual services owed with due care. A certain success is owed only with its explicit assurance in a separate contract agreement.
- Rocket Science shall only be liable for damages – irrespective of the legal basis – in the event of gross negligence or intent. Liability for auxiliary persons is expressly excluded.
- Liability for indirect or consequential damages such as lost profits, unrealized savings or claims by third parties is excluded to the extent permitted by law.
- The duration of the contract, termination dates and periods of notice are agreed individually.
- Rocket Science may terminate the contract with immediate effect for good cause. This applies in particular if the services and products of Rocket Science are used contrary to law or purpose or if these General Terms and Conditions are disregarded despite written reminder and reasonable deadline to restore the lawful condition. Rocket Science reserves the right to assert claims for damages.
- Rocket Science may also terminate the contract with immediate effect if bankruptcy, insolvency, estate or similar proceedings have been instituted against the customer or if a petition for such proceedings has been filed. The customer is obliged to inform Rocket Science immediately of any such facts.
- Upon termination of the contractual relationship, the objects and documents provided to the customer and owned by Rocket Science shall be returned to Rocket Science immediately, but no later than 14 calendar days after termination of the contract, with the customer bearing all costs and risks until receipt by Rocket Science.
- The customer undertakes to make available to Rocket Science all documents, information, software, models, hardware, permits, access and usage rights etc. required for the purpose of rendering its services in a timely and complete manner.
Newly emerging intellectual property rights
- Intellectual property rights (copyrights, trademark rights, designs, patent rights, etc.) arising during or in connection with the provision of services by Rocket Science shall be excluded. Rocket Science AG, in particular with respect to documents, expert opinions, plans, concepts, algorithms and individual software created by Rocket Science AG, including source code, program description and documentation in written or machine-readable form as well as hardware, belong to Rocket Science.
- Subject to a deviating contractual provision, the customer shall receive the non-transferable and non-exclusive right to use the newly created intellectual property rights within the scope of the contractual purpose and for the agreed contractual period. In the case of algorithms and software, this right includes use on the hardware provided for in the agreement. In the case of changed hardware, higher performance class or use on additional systems and/or in additional premises, the change and extension of the right of use requires the written consent of Rocket Science.
Existing intellectual property rights
- Intellectual property rights (copyrights, trademarks, designs, patents, etc. including know-how) of Rocket Science, in particular regarding algorithms, software, documents, expert opinions, planning, concepts, program descriptions and documentation in written or machine-readable form as well as hardware shall remain with Rocket Science.
- Subject to a different provision in a licence agreement, the customer shall be granted a non-exclusive and non-transferable right to use Rocket Science’s intellectual property rights for the agreed purpose and for the agreed term of the agreement. In the case of software and algorithms, this right includes use on the hardware provided for in the agreement. In the case of changed hardware, higher performance class or use on additional systems and/or in additional premises, the change and extension of the right of use requires the consent of Rocket Science.
- This section applies only to product sales by Rocket Science AG and not to services or work of any kind.
- Warranty rights exist only for properties of the product expressly promised in writing. Further warranty claims are excluded to the extent permitted by law.
- Unless otherwise stipulated in the individual contract or offer, the warranty rights expire within 12 months of delivery.
- The customer must immediately inspect the delivered product for defects and document any significant defects in detail and notify Rocket Science in writing within 7 calendar days of delivery. Rocket Science shall endeavour to remedy any material defects notified within a reasonable period of time. In the absence of a detailed notification of defects in due time, the delivery shall be deemed to have been accepted and accepted free of defects.
- If the product is defective, Rocket Science shall, at its discretion, repair or replace the product. Further claims of the customer are expressly excluded.
- The warranty shall expire if the delivered product has not been operated and maintained in accordance with the respective product specifications, or if the relevant products have been repaired or otherwise worked on by third parties without the approval of Rocket Science. A warranty cannot be given for defects caused by natural wear and tear, vibrations, improper handling and operation as well as omitted cleaning work or unsuitable operating materials. The same applies to all disturbances caused by unsuitable environmental conditions, in particular temperatures, humidity, excessive dust, chemical influences, etc.
- For algorithms and software, Rocket Science does not warrant that the software will run on hardware not approved by Rocket Science. Rocket Science further does not warrant that the Software will be uninterrupted or error free in all respects and that the functions contained therein will be performed in all combinations selected by the Customer and will meet the Customer’s requirements. In the case of software errors which do not or only insignificantly impair the contractual use, the defect can also be remedied by means of information on remedying or avoiding the effects of the error. Any unauthorized modification of the algorithms and software by the customer will result in the loss of all warranty claims.
Transfer of rights and obligations
- The customer may not transfer any rights and obligations arising from this contract to third parties without the prior written consent of Rocket Science. The Customer shall notify Rocket Science of any transfer of the contract which takes place by operation of law in writing prior to the Commercial Register entry. If the continuation of the contractual relationship with the new party cannot reasonably be expected, Rocket Science considers this an important reason for termination.
- In case of doubt, these General Terms and Conditions shall remain binding in their remaining parts even if one or several provisions are legally ineffective. Should provisions be or become invalid in whole or in part, they shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid
- In case of doubt, the German version of the GTC takes precedence.
Applicable Law & Place of Jurisdiction
- The legal relationship is subject to Swiss substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- All disputes arising out of or in connection with the contractual relationship shall be subject to the jurisdiction of the courts having jurisdiction at Rocket Science’s registered office. Rocket Science is also entitled to sue the customer at the customer’s place of business.