Updated May 1st 2019
Für Kunden aus der Schweiz, Deutschland und Österreich gilt die Deutsche Version der Allgemeinen Geschäftsbedingungen (AGB).
scope & validity
- These GTC govern the conclusion, content and performance of contractual relationships and the provision of services by Rocket Science GmbH.
- These GTC shall be considered accepted if the contractual partner orders from Rocket Science GmbH. General Terms and Conditions of the contractual partner are explicitly excluded.
offer & order
- An offer submitted by Rocket Science GmbH is valid during the period mentioned in the offer. If there is no respective information, Rocket Science GmbH remains bound for 30 days.
- Orders are only binding if they are placed in writing or subsequently confirmed in writing. Electronic orders are binding if this is foreseen in a written agreement between the parties.
- Rocket Science GmbH undertakes to execute the agreed service faithfully and carefully, but owes no success.
enlisting of third parties
- Rocket Science GmbH is entitled to enlist third parties for the provision of the services.
- Rocket Science GmbH remains responsible toward contractual partner for the provision of the services.
remuneration & expenses
- Contractual partner makes a remuneration compensating for the services agreed upon in the contract. Unless expressly otherwise agreed, it is due net, excluding taxes and duties, without deductions.
- Appropriate accommodation, meals, travel- and transport costs including travel time in connection with the provision of the services shall be paid by contractual partner in addition. In case of activities outside of the premises of Rocket Science GmbH meals and other personal expenses will be covered by a 80 CHF daily fixed charge. All other expenses will be charged on a time & material basis and billed at least monthly.
terms of payment
- Unless otherwise agreed, the payments are due at once, payable to Rocket Science GmbH within 10 days from the invoice date without any deduction.
- Rocket Science GmbH can ask for partial payments (e.g. down payments) or pre-payments.
- The payment dates have to be complied with, even if the services are delayed for reasons, for which Rocket Science GmbH is not responsible.
delivery times & default of delivery
- Delivery times are considered kept if until their expiry the services agreed upon have been provided by Rocket Science GmbH.
- If Rocket Science GmbH cannot comply with a delivery time for reasons, for which it is not responsible (e.g due to unfulfilled obligation to co-operate of the contractual partner or the fault of third-parties), it is extended appropriately.
place of performance
- Unless otherwise agreed, the premises of Rocket Science GmbH are the place of performance.
- With the delivery to the place of performance title and risk are transferred to the contractual partner.
- Rocket Science GmbH is only liable for violations of contract caused through gross negligence or intentionally. Liability for auxiliary personnel is excluded.
termination & revocation
- The parties may terminate or revoke the contract in writing at any time.
- In case of a termination of contract acc. To para. 10.1 above Rocket Science GmbH shall be entitled to compensation for services already provided plus a cancellation fee of 10% of total project sum.
- In case of a termination at an inopportune juncture claims for compensation of any resultant damages remain reserved.
instructions & cooperation
- Instructions by the contractual partner are only binding if they are given in writing or subsequently confirmed in writing. Instructions given electronically are on par with written instructions, if they do not constitute a change of contract. Mere suggestions and proposals by the contractual partner are not considered instructions and do not have to be observed for the proper fulfillment of the contract.
- Contractual partner undertakes to provide Rocket Science GmbH timely and completely with all documents, models, hardware, software, information, approvals, rights of access and use required for the provision of the services.
emerging intellectual property rights
- Intellectual property rights (Copyrights, patent rights etc.) that are created during the performance of the contract), particularly on works, concepts, hardware and individual software including source code, program description in written or machine-readable form specially developed by Rocket Science GmbH belong to Rocket Science GmbH.
- Contractual partner has a non-transferable and non-exclusive right to use the emerging intellectual property rights within the purpose of the contract. This right may be revoked by Rocket Science in writing at any time.
- Both parties are entitled to use and dispose of ideas, procedures and methods which are not protected by law, but without being under the obligation to disclose them.
pre-existing intellectual property rights
- Pre-Existing intellectual property rights (Copyrights, patent rights etc.) remain with Rocket Science GmbH or third-parties.
- The contractual partner obtains a non-exclusive and non-transferable right to use the existing intellectual property rights for the agreed purpose. This right may be revoked by Rocket Science in writing at any time.
- This clause only applies to products sold by Rocket Science GmbH and does not include services or any other type of work performed by Rocket Science GmbH.
- Rocket Science GmbH warrants that the subject matter of contract shows the agreed material and legal properties.
- The rights arising from product defects expire within 12 months after the transfer of title and risk. The contractual partner has to notify defects in writing within 7 calendar days after their detection.
- If the subject matter of contract is defective, Rocket Science GmbH can choose between remediation and replacement. Other claims of the contractual partner are expressly excluded.
- This clause only applies, if specifically required by the customer or Rocket Science GmbH. Such a requirement needs to be explicitly stated in writing as part of the order.
- Both parties shall treat in strict confidence all information which is neither generally known nor generally accessible, and shall use it only for the purpose of fulfilling the concluded contract. More over the parties shall ensure the confidential treatment by their personnel and consulted specialists. In case of doubt, all information is to be treated confidentially.
- Confidential information of a party does not include information which:
- was already known to the other party, before it was made accessible by the dis- closing party;
- is or becomes generally known without the other party’s responsibility;
- was disclosed to the other party by a third party without any transfer restriction;
- was developed by the other party itself without using or referring the confidential information of the protected party;
- has to be disclosed based on a legally binding decision of a law court, administrative or other authority. In this case the party under the obligation to disclose has to inform the other party immediately about the decision and support protective measures the other party may want to take.
- This obligation of confidentiality already exists prior to the conclusion of the contract and remains valid for a period of 3 years after termination of the contractual relationship.
- Without the approval of the other party the disclosure of information to third-parties is not permitted, unless the involved third-parties are sub-contractors of Rocket Science GmbH.
applicable law & jurisdiction
- For the rest material Swiss Law shall apply.
- For all disputes arising out of or in connection with the contractual relationship only the law courts at the domicile of Rocket Science GmbH shall be competent.