General Terms & Conditions
QLERQS GmbH — terms governing all our services, software and engagements.
I.1 Subject matter
These General Terms & Conditions govern the contractual relationship between QLERQS GmbH ("QLERQS") and the customer for any services, software, automations, advisory and CTO-as-a-Service engagements provided by QLERQS, unless a written individual agreement explicitly states otherwise.
I.2 Content & validity
These terms apply to all current and future business relationships, even if not expressly referenced again. Deviating customer terms only apply if QLERQS has confirmed them in writing.
I.3 Software & know-how
All rights to software, source code, models, prompts, configurations, scripts, documentation and know-how created or used by QLERQS remain with QLERQS unless an individual agreement transfers them to the customer. The customer receives a non-exclusive, non-transferable right of use for the agreed purpose and duration.
I.4 Documentation
Documentation provided by QLERQS is intended for the customer's internal use. Sharing it outside the customer's organisation requires QLERQS's prior written consent.
I.5 Confidentiality
Both parties treat all non-public information received from the other party as confidential and use it only for the purpose of the engagement. This obligation continues for three years after the end of the contractual relationship.
I.6 Customer's duty to inform
The customer provides QLERQS with the information, access, data and decisions required to perform the agreed work in a complete and timely manner, and notifies QLERQS without delay of any change that affects the engagement.
I.7 Deadlines
Delivery dates are binding only if confirmed by QLERQS in writing as binding. Deadlines are extended by any period during which the customer fails to provide the required cooperation, information or approvals.
I.8 Acceptance
Deliverables are considered accepted at the latest 14 days after delivery if the customer has not raised, in writing, a documented and reproducible defect within that period.
I.9 Warranty
QLERQS warrants that the agreed deliverables substantially conform to the written specification for a period of 90 days after acceptance. The remedy is at QLERQS's choice repair, replacement or a credit. Any further warranty is excluded to the extent permitted by law.
I.10 Further liability
QLERQS is liable for damages caused by intent or gross negligence. Liability for slight negligence is excluded. Liability for indirect damage, loss of data, loss of profit or third-party claims is excluded to the extent permitted by law. The total liability of QLERQS is in any case limited to the fees paid by the customer for the engagement giving rise to the claim in the twelve months preceding the event.
I.11 Prices & terms of payment
Prices are quoted in Swiss Francs (CHF) and are exclusive of VAT and out-of-pocket expenses. Invoices are payable net within 14 days of the invoice date. Recurring fees (e.g. monthly subscription, monthly retainer) are invoiced in advance. Late payment incurs interest at 5% p.a.
I.12 Special conditions at the customer
If work is performed at the customer's premises, the customer provides a suitable workplace, network access and reasonable working conditions free of charge.
I.13 Reaction & stand-by times
Unless agreed otherwise in writing, QLERQS responds to requests during Swiss business hours (Mon–Fri, 09:00–17:00 CET, excluding Swiss public holidays). Stand-by and 24/7 coverage are available against a separate written agreement.
I.14 Duration
Recurring engagements run for an initial term as agreed in writing and continue until terminated by either party with three months' written notice to the end of a calendar month, unless an individual agreement provides otherwise.
I.15 Export
The customer complies with all applicable Swiss and international export and re-export rules when using software, models or services provided by QLERQS.
I.16 Resale
Resale, sublicensing or making the deliverables available to third parties requires QLERQS's prior written consent.
IV. Support, Service & Maintenance
Support, service and maintenance services are provided based on the package selected in writing by the customer. Standard support covers fixing reproducible defects in the delivered scope. Changes, new features, training and integration work are not part of standard support and are quoted separately.
V. Data protection
QLERQS processes personal data in accordance with the Swiss Federal Act on Data Protection. Details on the data processed, the purposes of processing and the customer's rights are set out in the separate Privacy notice. By accepting these terms the customer authorises QLERQS to process, store and evaluate the data received in connection with the engagement for the purposes of providing the agreed services.
VI. Place of performance, choice of law and jurisdiction
Place of performance is the registered office of QLERQS GmbH in Freienbach. The contractual relationship is governed exclusively by Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction for any dispute arising from or in connection with the contract is the competent court at the registered office of QLERQS GmbH.