Terms and Conditions

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Preamble / Scope

These General Terms and Conditions (GTC) govern the legal relationship between Actuways AG (hereinafter "Actuways") and its clients (hereinafter "Client" or "Customer") in connection with the provision of digital platform services, consulting services, marketing and commercialisation services, and other related services in the industrial B2B sector.

Scope in detail

These GTC apply to all offers, orders and services of Actuways, unless something else has been agreed in writing.
They apply exclusively to entrepreneurs within the meaning of the Swiss Code of Obligations (OR); consumers are not subject to these GTC.
Where individual services are regulated by separate agreements, specifications, Service Level Agreements (SLA) or data protection agreements, such agreements shall prevail in case of conflict with these GTC.
Divergent terms and conditions of the Client shall only be recognized if Actuways confirms them in writing. Oral collateral agreements are ineffective unless confirmed in writing.
By placing an order, accepting an offer or by initial use of our platforms you agree to these GTC.

Definitions

For the purposes of these GTC, the following terms shall have the meanings set out below unless otherwise specified:

Actuways / Provider
Actuways GmbH, registered office [8406 Winterthur], Switzerland — provider of the services governed by these GTC.
Client / Customer
The natural or legal person or the company that orders or uses a service from Actuways.
Contract / Service Agreement
The contract concluded between Actuways and the Client for the provision of services. This includes offer documents, orders, these GTC and any service descriptions, annexes and change agreements.
Services
All contractually agreed activities and services of Actuways, in particular development, operation and maintenance of digital platforms, integration of AI solutions, consulting services, marketing and commercialisation services as well as support and operational services.
Platforms
Web and software offerings of Actuways including related interfaces (APIs), dashboards, administration areas and hosting infrastructure.
Documentation
Technical and functional descriptions of the services, user manuals, specifications, project and operational documents and other written materials provided in the course of service delivery.
Cooperation Obligations
All obligations of the Client (e.g., provision of information, access data, test data, infrastructure, contacts and timely decisions) necessary for proper and timely delivery of the services.
Subcontractors / Third‑party providers
External third parties engaged by Actuways to provide whole or part of the services. Actuways remains responsible to the Client for fulfillment of contractual obligations.
Personal Data
Personal data within the meaning of applicable data protection law processed in the course of service delivery.
Confidential Information
All information marked confidential or that must be considered confidential by its nature, in particular trade secrets, technical details, know‑how, pricing and customer information.
Service Level Agreement (SLA)
Agreed availability, response and performance metrics and the measurement and escalation mechanisms, if an SLA is part of the contract.
Onboarding
All activities and measures necessary to introduce the Client to the use of the platform or service (e.g., trainings, data migration, configuration).
Support Level / Support services
Support categories defined in the contract (e.g., first/second/third level), response times and availability for incident resolution and enquiries.

Contract subject matter / Scope of services

Object
Actuways provides the services specified in the offer, the service description and any annexes. This includes in particular the development, integration and operation of digital platforms, implementation of AI solutions, consulting services, marketing and commercialisation services as well as related support and operational services.
Service description and contractual documents
The exact scope of services, deliverables (e.g., software, access data, documentation), schedules, milestones and quality requirements are set out in the applicable offer, the service description and contractual annexes. These documents form an integral part of the contract. In case of conflict, the specific service descriptions and annexes take precedence over the general provisions of these GTC.
Changes to the scope of services
Changes or extensions to the scope of services (change requests) require written agreement. For subsequent services not part of the original order, Actuways is entitled to charge additional compensation; the Client will be informed before execution about scope, additional costs and impacts on schedules.
Additional services and extra effort
Services beyond the agreed scope or that become necessary due to insufficient Client cooperation are treated as additional services and invoiced on a time and materials basis. Actuways will inform the Client promptly as soon as additional effort becomes apparent.
Exclusions and delimitation of services
Hardware deliveries, license fees for third‑party software (unless otherwise agreed), non‑agreed integrations and services not listed in the service description are expressly not part of the contract. Such services, if required, will be offered and billed separately.
Client cooperation obligations
The Client shall provide Actuways with all information, data, access credentials, infrastructure, test data and necessary contacts and decisions in due time and in appropriate form for the performance of the services. Delays or errors caused by missing or incomplete cooperation are the Client’s responsibility and entitle Actuways to adjust deadlines and invoice resulting additional costs.
Testing, acceptance and trial deliveries
If agreed, partial services will be handed over in trial deployments (Beta/Acceptance) and must be checked by the Client within a reasonable period. Defects must be notified in writing. If no timely acceptance or complaint is made, the service shall be deemed accepted.
Use of subcontractors
Actuways may use subcontractors to perform all or part of the services. Actuways remains responsible to the Client for proper fulfillment of contractual obligations and ensures that subcontractors meet data protection and contractual requirements.
Documentation and handover
If agreed, Actuways will deliver the agreed documentation (technical and/or functional). Upon termination of the contract, Actuways hands over the agreed data and documents in the agreed format; additional data migrations or special export formats may incur extra charges.
Rates for time‑based services
Where services are billed by time, the hourly rates stated in the contract or offer apply. Expenses and third‑party costs charged by third parties will be billed to the Client separately.

Client cooperation obligations

The Client is obliged to provide timely, complete and appropriate cooperation necessary for contractual service delivery. This includes in particular:

Provision of information and documents
Complete, correct and up‑to‑date information on project background, requirements, interfaces, existing infrastructure and processes. Submission of necessary documents, specifications, test data and any prior project documentation in the agreed format.
Designation of contacts and decision authority
Nomination of one or more fixed contacts with sufficient decision‑making authority (including escalation contact). Response times and availability must allow compliance with project schedules and must be within 48 hours.
Provision of access data, system access and infrastructure
Timely activation of accesses, APIs, test and production environments and required hardware or licenses within 5 working days when critical for service delivery. Ensure that provided accesses have required permissions.
Approval of dates, acceptances and releases
Review and written confirmation of milestones, acceptance reports, test results and change proposals within 48 hours. Failure to accept or to object in time will be considered acceptance after expiry of the agreed period, provided Actuways has delivered contractually.
Participation in tests and acceptance
Execution of acceptance or test runs according to schedule; timely reporting of detected defects with concrete error descriptions. Provision of realistic test data and environments if agreed.
Granting third‑party rights and consents
Obtaining and ensuring all necessary consents, licenses and rights of third parties (e.g., for data, content, interfaces) required for performance. Notification of legal or regulatory restrictions affecting service delivery.
Data protection and security requirements
Provision of personal data only lawfully and with the required legal bases; if necessary, conclusion of data processing agreements. Ensure that transmitted data does not contain sensitive categories without separate agreement.
Data backup and availability of Client systems
Regular backups and ensuring availability of Client systems where the Client has such obligations. Actuways is not liable for Client data loss not attributable to Actuways.
Cooperation on change and extension requests
Evaluation and timely decision on change requests; cooperation in prioritisation and planning of additional requirements.

Consequences of insufficient cooperation

Delays: If missing or late cooperation by the Client causes delays, agreed deadlines will be extended accordingly and any additional costs borne by the Client.
Extra effort: Additional effort caused by missing or defective cooperation will be invoiced on a time and materials basis.
Suspension: Actuways is entitled to suspend services wholly or partly until required cooperation is provided; deadlines are paused during this period.
Effect of non‑acceptance: If the Client does not accept or complain within the agreed period, the respective partial service is deemed accepted if Actuways performed contractually.

Prices, expenses and incidental costs

Prices
Prices stated in the offer, order or service description are in the agreed currency (generally CHF) plus statutory VAT where applicable, unless otherwise noted. Exceeding fixed price agreements requires a written amendment.
Estimates and fixed prices
Estimates are binding only if expressly marked as binding. For non‑binding estimates Actuways reserves the right to change prices until contract conclusion. For fixed price projects the agreed terms apply; additional or reduced effort is remunerated separately under the Change Request procedure.
Expenses and travel costs
Reimbursable expenses (e.g., travel and accommodation, per diems, parking) and other outlays incurred in the performance of services will be invoiced separately. Travel is charged at actual cost or at agreed flat rates. Actuways will choose cost‑efficient travel options where possible and inform the Client before major expenses.
Third‑party services and costs
Costs for third‑party licenses, hosting, external audits, translations or other third‑party services required for contract performance will be passed on to the Client at cost, unless otherwise agreed in the offer.
Advance payments, instalments and expense advances
Actuways may require advance payments, instalments or securities, particularly for larger projects or new clients. Corresponding arrangements are set out in the offer or contract.
Approval requirement for larger expenses
For expenses or third‑party commitments exceeding a threshold defined in the offer, Actuways will obtain prior written approval from the Client.
Invoicing and due dates (short note)
Invoices for services, expenses and incidental costs are issued according to the agreement or intervals stated in the offer. Specific payment terms are regulated in the "Payment terms and set‑offs" section.
Price changes and adjustments
For ongoing contracts and long‑term services, Actuways may claim price adjustments (e.g., due to significant cost increases, currency changes or legal adjustments) with reasonable prior notice, if contractually permitted.
Taxes and duties
Taxes, duties or similar charges payable by the Client (except VAT to be shown by Actuways) are borne by the Client unless otherwise agreed.

Payment terms and set‑offs

Payment terms and currency
Unless otherwise agreed, invoices are due without deduction within 30 days of invoice date. Billing is in the currency specified in the offer (generally CHF). Bank charges for foreign payments are borne by the Client unless otherwise agreed.
Advance payments and milestone invoices
Actuways may request an advance or periodic milestone invoices for project orders. Agreed advances must be paid before service start. Milestone payments are due upon achieving the agreed milestone.
Form of invoicing
Invoices are generally sent electronically by e‑mail as PDF, unless otherwise agreed. Paper invoices may be issued for an additional fee. The Client shall immediately check invoices for formal correctness and report obvious errors within 10 days.
Payment methods
Accepted payment methods are specified in the offer or invoice (e.g., bank transfer, direct debit, credit card, payment provider). Payments are considered made only when Actuways has access to the funds.
Default in payment
If the Client is in default, Actuways is entitled to charge default interest of 5% p.a. above the base rate or to claim the statutory default interest if higher. Actuways may also charge reminder fees and reasonable collection costs. In case of default Actuways reserves the right to suspend ongoing services until outstanding claims are settled. Resulting schedule shifts are not attributable to Actuways.
Set‑off and retention
The Client may set off only against undisputed or legally established claims. The Client is not entitled to withhold claims without Actuways' written consent.
Retention of title and data handover
If Actuways delivers material goods or hands over data carriers, these remain the property of Actuways until full payment of the purchase price. For service contracts, Actuways reserves the right, where contractually permissible, to provide created work results only to a limited extent until full payment is made.
Assignment of claims and securities
Actuways may assign claims to third parties. In justified cases Actuways may require securities (e.g., bank guarantee) before or after contract conclusion.
Incorrect invoices and disputes
Invoice complaints must be made in writing within 10 days from receipt. For justified complaints the invoice will be corrected. Raising payment disputes does not relieve the Client of the obligation to pay undisputed portions on time.
Taxes and duties
Taxes, duties or fees not included in prices (e.g., VAT) are charged to the Client, insofar as Actuways must show them or they are legally due.

Offers, changes and additional services

Offers
Offers by Actuways are non‑binding and subject to change unless expressly stated otherwise. An offer contains details of scope, prices, deadlines and special conditions and its validity period. A contract is only concluded upon Actuways' written order confirmation. Oral agreements are binding only if confirmed in writing.
Acceptance and order scope
The content of the Client's order is governed by the offer, service description and the specifications named in the order confirmation. Services not expressly named in the order are not owed.
Change requests
The Client must notify Actuways of change requests in writing. Actuways will review the request and inform the Client about impacts on scope, schedule and price. Changes become binding only after written consent of both parties. Actuways is entitled to refrain from additional work or to invoice additional services separately until the change is clarified in writing.
Estimate and offer for additional effort
If a change request causes extra effort, Actuways will prepare a cost and time estimate, either as fixed price or time and materials. Execution only after written approval by the Client.
Additional services and unforeseen work
Work beyond the agreed scope or necessitated by the Client’s failure to cooperate are additional services billed on a time and materials basis. Immediate start of additional work by Actuways requires explicit written agreement, unless immediate action is necessary to prevent significant damage; Actuways will inform the Client immediately in such cases.
Documentation of changes
All agreed changes and additional services shall be recorded in a written addendum (Change Order) which becomes part of the contract. The addendum shall at least regulate scope, prices, deadlines and possibly amended acceptance conditions.
Pricing basis for additional services
Additional services are billed at the rates specified in the offer or service description. If such rates are absent, Actuways’ usual hourly rates or separate agreement apply. Expenses and third‑party services are charged extra.
Prioritisation and conflicts
If multiple change requests result in competing requirements, the Client prioritises after consultation with Actuways. Actuways may temporarily postpone changes for technical or economic reasons provided the main service is not impaired.

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Delivery and performance deadlines / Dates

Principle
Deadlines and dates stated in offers, orders or contracts are binding if expressly designated as such. Otherwise they are indicative.
Start of deadline calculation
Deadlines begin, unless otherwise agreed, on the date of Actuways' written order confirmation and only after all required client cooperation and agreed advance payments have been provided.
Milestones and partial deliveries
Agreed milestones must be tested and accepted timely by the Client. Partial deliveries are permissible where they serve the contractual purpose.
Delays and client cooperation
If performance is delayed for reasons attributable to the Client (e.g., missing cooperation, late approvals, incomplete information), deadlines shall be extended appropriately and resulting additional costs invoiced.
Duty to notify schedule risks
If Actuways identifies a likely missed deadline it will inform the Client immediately in writing, stating the expected delay and proposed countermeasures.
Grace period and legal consequences of default
If Actuways is in default, the Client must set an appropriate written grace period for performance before asserting further rights. Only after expiry of this unsuccessful grace period do the Client’s contractual rights (e.g., supplementary performance, compensation for delay or termination) apply, unless agreed otherwise.
Liability limitation for delays
Actuways is not liable for delays caused by slight negligence; in such cases liability is limited to the foreseeable, contract‑typical damage, but not exceeding the compensation paid by the Client to Actuways in the twelve (12) months prior to the event. Further claims are excluded as far as legally permissible.
Force majeure and unforeseeable events
If dates are affected by events outside a party’s control (e.g., force majeure, official orders, third‑party supply shortages), deadlines are extended appropriately. The affected party notifies the other promptly and takes reasonable steps to minimise the delay.
Acceleration and additional effort
If the Client requests acceleration, Actuways may charge the resulting extra effort separately.
Acceptance and handover
After completion, services that require acceptance shall be tested and accepted by the Client within the contractually agreed period (with any defect notices). If the Client fails to accept in time, the service is deemed delivered and accepted.
Deadlines and calendar days
Unless otherwise agreed, time periods refer to calendar days. When calculating deadlines, start and end days are not double counted unless otherwise determined.
Final provision
Divergent or additional provisions regarding deadlines and dates are effective only if agreed in writing. Mandatory statutory provisions take precedence.

Acceptance / Acceptance testing (projects / software)

Purpose of acceptance
Acceptance is for formal verification whether the delivered service meets the contractual requirements, specifications and quality criteria. Acceptance generally transfers the usage risk to the Client.
Types of acceptance

Formal acceptance: Check against contractually defined acceptance criteria and test cases.
Productive acceptance: Commissioning in the production environment and verification in live operation.
Partial acceptance / partial delivery: Acceptance of modules or milestones is possible and recorded separately.
Tacit acceptance: Applies only if contractually agreed (see time provisions).

Acceptance procedure
Actuways provides the Client the service to be tested in the agreed test/demo environment and supplies acceptance documentation and test cases/criteria. The Client shall test within [X] working days and report results in writing (acceptance protocol). If no substantial defects are found, the Client shall declare acceptance in writing. Alternatively, the service is deemed accepted if the Client does not submit a substantiated complaint within the period (if contractually agreed).
Defect notification and rectification
Detected defects must be reported in writing, in detail and with reproducible test instructions. Actuways will remedy reported defects according to priority within reasonable timeframes (rectification). Severe defects that significantly impair functionality entitle the Client to set a grace period, demand a price reduction or, if the defect cannot be remedied, rescind the contract where legally or contractually permitted.
Acceptance with reservations
Acceptance with documented residual defects is permissible if these do not materially impair use and Actuways commits to remedy them within defined deadlines. Open points are recorded in a defect list (punchlist).
Consequences of acceptance
On effective acceptance the deliverable, documentation and, where applicable, source code or access credentials, are handed over to the Client. Payment obligations tied to acceptance become due. Warranty periods commence from the date of acceptance unless otherwise agreed.
Failure of acceptance due to the Client
If acceptance fails due to the Client (e.g., missing cooperation, insufficient test data, unavailable contacts), the services are deemed formally rendered; Actuways may document acceptance and charge the Client for testing or repetition costs. Agreed deadlines are extended accordingly.
Documentation and minutes
Each acceptance is recorded in writing. The acceptance protocol contains results, identified defects, deadlines for correction and the punchlist. Both parties confirm the protocol by signature or electronic consent.
Special acceptance rules for agile deliveries
For agile projects acceptance can be iterative per sprint or release. Specific rules, acceptance criteria and acceptance tests are defined in the project plan.
Final provisions
Divergent or additional acceptance rules are to be set out in the service description or a separate acceptance/test plan. Mandatory legal rights remain unaffected.

Service delays and grace period

Duty to notify delays
If a party realises a service will not be delivered on time it must notify the other party immediately in writing with the expected delay duration and reasons.
Causes of delay
Delays may result from technical problems, lack of client cooperation, subsequent changes, third‑party supplier delays or force majeure. Delays attributable to the Client are at the Client’s expense; deadlines extend accordingly.
Grace period
Before asserting further rights the aggrieved party must set a reasonable written grace period for performance. If not otherwise agreed, a 30‑day grace period is reasonable but can be adjusted according to project specifics. The grace period must specify the service and legal consequences of ineffective expiry (e.g., termination, compensation).
Legal consequences after unsuccessful grace period
If performance remains outstanding after the grace period, the aggrieved party may choose to:
a) claim compensation for delay; or
b) rescind the contract wholly or partly.
Before exercising rescission, the aggrieved party may grant a final grace period if reasonable.
Damage limitation and duty to mitigate
The aggrieved party must make reasonable efforts to prevent or mitigate damage. Liability is excluded where the claimant failed to use available mitigation measures.
Special rules for customer‑caused delays
If the Client’s actions or omissions cause delays, the Client bears extra costs, additional effort and waiting times. Actuways may invoice the resulting effort and adjust deadlines.
Temporary suspension of services
In case of substantial Client delays Actuways may suspend services after written notice until necessary cooperation occurs. Contractual deadlines are paused in such cases.
Force majeure
If delays are due to force majeure or unforeseeable events beyond parties’ control, deadlines extend accordingly. The affected party notifies the other promptly. If such event lasts longer than 60 days, either party may terminate the contract wholly or partly without claims for non‑performance.
Reference to liability provisions
Further claims, especially for damages, are subject to the liability limitations set out in these GTC and applicable law.

Warranty and defect notification

Scope of application
These warranty provisions apply to Actuways’ products and services unless otherwise expressly agreed in the offer or service description and subject to mandatory legal provisions.
Contractual performance / Acceptance
Whether a service is conforming is judged by contractual specifications, the service description and any agreed acceptance criteria. After acceptance, accepted services are deemed conforming unless latent defects appear.
Notification and complaint obligations (defect notice)
Apparent defects must be reported by the Client immediately, at the latest within 10 calendar days after delivery/service, in writing to Actuways. Latent defects must be notified in writing within 10 calendar days after discovery. The defect notice must describe the defect concretely and, where possible, include reproduction steps, relevant logs, screenshots and occurrence time. Failure to properly report defects excludes warranty claims.
Investigation duty and cooperation in defect clarification
Actuways may request further information, system access or a test environment to validate the defect. The Client shall support Actuways in analysis and provide necessary test data/logs.
Subsequent performance (rectification / replacement)
On justified defect notice Actuways shall remedy defects by rectification (bug fix) or replacement within a reasonable period (standard 30 days). If subsequent performance fails (e.g., repeated unsuccessful rectifications or unreasonable delays) the Client may, where legally permitted, demand a price reduction or rescind the contract, unless excluded by other GTC provisions.
Exclusions from warranty
No warranty for defects caused by improper handling, third‑party interventions, changes by the Client or third parties, unauthorised modifications, improper operating conditions, lack of cooperation or unsuitable system environment. Also excluded are defects attributable to third‑party software, client‑provided content or external services, unless Actuways expressly warranted otherwise.
Time limits for warranty claims
Unless contractually agreed otherwise, the warranty period for services and delivered software is 12 months from acceptance or, if no acceptance occurred, from delivery/availability. Warranty for replacement parts or rectified services is not extended unless Actuways expressly agreed. Deviating provisions can be set out in the offer.
Compensation for defects
Further damage claims due to defects are subject to the liability provisions of these GTC. Where liability limitations or exclusions apply, they also apply subsidiarily to warranty claims.
Costs of subsequent performance
If the defect claim is justified, Actuways bears reasonable costs necessary for subsequent performance (e.g., labour, shipping). If a defect claim is unjustified or evidently unfounded, Actuways may charge the Client the costs incurred.
Duties after defect remediation
After remedying a defect the Client shall test the corrected service within an agreed period and report remaining defects immediately. If the Client fails to do so, the remediation is deemed accepted.
Note on third‑party software and licenses
Third‑party components or licenses are subject to the terms and conditions of the respective providers. Actuways will point out relevant third‑party conditions but does not assume additional warranty beyond third‑party coverage.
Other
Warranty claims require the Client to be current with payment obligations; in case of payment default Actuways may suspend warranty services until outstanding claims are settled.

Liability and limitation of liability

Principle
Actuways’ liability is governed by statutory provisions unless otherwise provided in these GTC. To the extent legally permissible, the parties' liability is limited to the following provisions.
Liability for intent and gross negligence and personal injury
Actuways is fully liable for damages caused by intent or gross negligence by Actuways or its vicarious agents. Actuways is also fully liable for damages resulting from injury to life, body or health.
Liability limitation for slight and medium negligence
For slight or medium negligence Actuways’ liability is limited to the typically foreseeable direct damage, but in any case limited to the amount of remuneration the Client paid to Actuways in the twelve (12) months before the damaging event. For one‑off projects the contractual fee is the basis for calculation.
Exclusion of consequential loss and lost profit
Actuways is not liable for indirect, consequential or special damages, in particular loss of profit, production stoppage, data loss, business interruption or third‑party claims in this regard, unless such damages are due to intent or gross negligence by Actuways.
Data loss and recovery costs
Liability for data loss is limited as set out above. Actuways is not liable for data recovery costs where such costs are due to the Client’s failure to make reasonable backups or adopt adequate protection measures.
Duty to mitigate and notification obligation
The injured party must do everything reasonable to avoid or reduce damage. Claims must be made promptly, at the latest within 30 days after becoming aware; delayed notification may reduce the compensation claim.
Contractual penalty / liquidated damages
If contractual penalties are agreed, they take precedence over lump‑sum damages; further claims are examined pursuant to the liability provisions above.
Liability exclusion for uncontrollable disruptions
Actuways is not liable for service disruptions, delays or unavailability caused by circumstances outside Actuways’ control (e.g., force majeure, third‑party attacks, third‑party service failure), unless Actuways acted with intent or gross negligence.
Third‑party claims / Client’s cooperation
If Actuways is held liable by third parties due to Client‑supplied content or instructions, the Client must indemnify Actuways on first demand to the extent the claim is due to circumstances the Client is responsible for (e.g., rights infringements, missing usage rights). Details are governed by the indemnity clause.
Insurance recommendation
Actuways recommends the Client maintain suitable business liability and cyber insurance to cover residual risks.
Other restrictions
Further liability limitations or exclusions for specific products or services may be set out in special contractual agreements or service descriptions; such provisions take precedence.

Indemnification (Hold harmless)

Principle
The Client shall indemnify Actuways and its bodies, employees and agents on first demand from all third‑party claims arising from the use of content, data or specifications provided by the Client or from circumstances the Client is responsible for. This includes claims for copyright, trademark or personality rights infringement, unlawful content, data protection breaches and regulatory sanctions.
Scope of indemnity
The indemnity covers all related costs and damages including reasonable attorneys' and court costs, settlements, compensation and other necessary expenditures to defend or satisfy such claims.
Cooperation duties and mitigation
Actuways will inform the Client promptly in writing of asserted third‑party claims. The Client assumes the defense unless agreed otherwise and bears the related costs. Both parties cooperate reasonably and take measures to mitigate damages.
Defense rights and settlement approvals
If the Client assumes defense, Actuways may demand reasonable security for resulting damages. Any settlement imposing obligations on Actuways requires its prior written consent; such consent must not be unreasonably withheld. If Actuways defends the claim, the Client may not conclude a settlement obliging Actuways without Actuways' consent.
Exclusion of indemnity for Actuways’ conduct
There is no indemnity obligation if third‑party claims are based on Actuways’ intentional or grossly negligent conduct or on culpable breach of its primary contractual obligations.
Mutual indemnity for infringements by Actuways’ deliverables
Actuways shall indemnify the Client on first demand for justified third‑party claims that a software or deliverable by Actuways infringes third‑party rights, provided the Client notifies Actuways immediately, leaves the defense to Actuways and is not culpably involved. Further claims are subject to the GTC liability provisions.
Limitation and relation to liability
Indemnity obligations are subject to the liability limits in these GTC; liability caps and exclusions apply accordingly.
Survival
Indemnity obligations survive termination or expiry of the contract as long as claims relate to the period in which the services were rendered.

Data protection and data processing (including Data Processing Agreement)

Principle and roles
Where Actuways processes personal data on behalf of the Client under this contract, Actuways acts as processor and the Client as controller. For Actuways’ independent processing activities Actuways remains controller. The parties will clarify roles in writing if unclear.
Legal basis and purpose
The Client ensures that processing of personal data by Actuways is legally permissible and that an appropriate legal basis exists (e.g., contract performance, consent, legitimate interest, legal obligation). Purpose, categories of data and scope of processing are defined in the contract, service description and any separate processing record.
Conclusion of a Data Processing Agreement (DPA)
If Actuways processes personal data exclusively on behalf of the Client, the parties will conclude a written Data Processing Agreement (DPA). The DPA sets out the subject, duration, nature and purpose of processing, categories of data subjects and data groups, and technical and organisational measures (TOM). The DPA is part of the contract or attached as an annex.
Technical and organisational measures (TOM)
Actuways implements appropriate TOMs to protect personal data against unauthorised or unlawful processing, loss, destruction and accidental disclosure. Details (e.g., access controls, encryption, backup, physical and operational rules) are described in the DPA or an annex (TOM catalogue).
Subcontractors / sub‑processors
Actuways may appoint subcontractors (sub‑processors). Actuways ensures sub‑processors are contractually bound to the same data protection obligations as Actuways. Actuways will inform the Client before engaging a new sub‑processor; the Client may raise justified objections in writing within a reasonable period.
Data subject rights and cooperation
Actuways assists the Client in meeting data subject requests (e.g., access, rectification, deletion, restriction, portability, objection) insofar as they relate to processing on behalf of the Client. The Client remains controller and responsible for legal assessment and response.
Breach notification
Actuways will inform the Client without undue delay upon discovery of a personal data breach. Where incidents fall under mandatory notification requirements (e.g., under GDPR), Actuways will support the Client with necessary information for notifications to authorities and data subjects. The parties cooperate closely in investigation and remediation.
Transfers to third countries
If personal data is transferred to countries outside Switzerland or the EU/EEA, Actuways will ensure appropriate safeguards (e.g., adequacy decision, standard contractual clauses, binding corporate rules). Details and necessary side agreements are regulated in the DPA.
Duration of processing, deletion and return
After termination of services Actuways will return or delete personal data at the Client’s choice, unless legal retention obligations apply. If no instruction is given, Actuways will retain the data for [90] days to enable orderly handover and then delete it securely. Deviating periods can be contractually agreed.
Liability
Data protection breaches are governed by the liability provisions of these GTC. Actuways’ liability is subject to the agreed limitations unless mandatory law provides otherwise.
Client’s cooperation obligations in data protection
The Client shall provide necessary information and instructions in due time, ensure legality of data provided and obtain necessary third‑party consents. The Client determines the purposes and means of processing.
Notifications to authorities and cooperation
Each party shall inform the other immediately if subject to regulatory investigations or notification obligations related to data protection in connection with service delivery. The parties cooperate on information requests from supervisory authorities.
Reference to privacy policy and further agreements
Further information is available in Actuways’ privacy policy and the DPA/TOM annex. The parties will conclude additional processing agreements if required.

Copyright, usage rights and licensing terms

Ownership of results
- All copyrights, other protective rights and ownership rights in work results, source and object code, documentation, concepts and other intellectual work created by Actuways remain with Actuways unless expressly and in writing transferred.
- Where not otherwise agreed, Actuways typically grants usage and exploitation rights instead of transferring ownership; such usage rights are usually appropriate and sufficient for the contractually intended use. A full buy‑out can be agreed separately and only against additional remuneration. For a full, exclusive, worldwide and perpetual transfer of all transferable exploitation rights (Full Buy‑Out) including editing, reproduction, distribution, public making available, transfer to third parties and granting of sub‑licenses, the following applies:
- Full Buy‑Out: Parties agree a one‑time additional fee of 200% of the net production fee agreed for the respective services. Net production fee means the pure remuneration for the respective services excluding taxes and surcharges.
- Payment of the additional fee settles all remuneration claims for the usage types named above; further claims remain reserved only in case of proven additional damage.
- Moral rights: As far as permitted by applicable law, Actuways waives assertion of certain authors' moral rights within the contractually agreed scope. Transfer of moral rights that are non‑transferable by law is excluded; parties will regulate attribution, adaptations and changes separately.
- Reservation of legal review: Parties agree a judicial review or adjustment of the above clause (e.g., proportionality) is not excluded.

Granting of usage rights
- Actuways grants the Client the usage rights to the contractually specified deliverables as stated in the offer or service description. Type (non‑exclusive, exclusive), scope (functional/geographical), duration and purpose of use are determined by the contract. Without explicit agreement exclusive rights are not granted.
Scope of the License
- The license includes the right to use, reproduce, operate in production and, if agreed, adapt/extend by the Client. Transfer to third parties, sublicensing or publication requires prior written consent from Actuways unless otherwise agreed.
Open-Source and third-party software components
- Open‑source components and third‑party software remain subject to their respective licenses. Actuways notes essential third‑party components in the service description and provides information on relevant license obligations where required. If special license fees apply these are not automatically included in Actuways’ prices and are billed separately.
Rights in Client materials
- The Client ensures it holds all rights, licenses and consents to materials it owns or obtains from third parties (e.g., texts, images, data, trademarks) needed by Actuways to fulfill the contract. The Client grants Actuways a simple usage right necessary for service delivery.
Reservation of moral rights
- Unless legally otherwise possible, the author’s rights to be named and to integrity of the work remain; Actuways and the Client shall observe applicable statutory provisions.
Adjustments and further developments
- Developments, adaptations or integrations arising during the contract term are considered new work results; usage rights thereto follow the respective agreement or, if nothing agreed, Actuways retains the rights and grants the Client an appropriate license.
Source code, escrow and special arrangements
- Handover of source code or setting up a source code escrow occurs only by separate written agreement and remuneration. Conditions for escrow, release triggers and access criteria must be contractually regulated.
Warranty regarding infringement of rights
- Actuways warrants that, to the extent contractually assured, its own developments do not infringe third‑party rights at the time of delivery. In justified third‑party claims Actuways shall, at its option, remedy (e.g., adapt or replace) or otherwise indemnify the contracting parties, subject to liability provisions and the Client’s duty of immediate notification.
Indemnity for infringements caused by Client content
- If Client‑provided content or specifications give rise to third‑party claims, the Client must indemnify Actuways (see indemnity clause).
Usage restrictions and prohibitions
- Prohibited are in particular reverse engineering, decompilation, removal of copyright notices, unauthorised reproduction, distribution or modification of services to the extent not permitted by the granted license.
Attribution and reference use
- Actuways may list the delivered service and the Client as a reference in its marketing communications unless the Client objects in writing. Detailed or confidential project data is disclosed only with separate consent.
License remuneration
- License fees are the contractually agreed license fee or, if absent, the conditions named in the offer/service description. Ongoing license fees apply only if agreed.
Consequences upon contract termination
- Upon termination, non‑transferred usage rights lapse unless contractually otherwise agreed. Actuways may demand return or deletion of copies. Outstanding payment or performance claims remain unaffected.
Adaptation to legal requirements
- If legal changes or court decisions create obligations affecting usage or license terms, the parties shall negotiate an appropriate amendment in due time.
Final provision
- Divergent or additional provisions on rights in work results are effective only if agreed in writing. Mandatory legal provisions take precedence.

Confidentiality / Non‑disclosure

Scope
Both parties undertake to treat all information marked confidential or which must be considered confidential for the duration of the contract and for five (5) years after termination as strictly confidential.
Definition of confidential information
Confidential information includes trade and business secrets, technical data, know‑how, concepts, pricing, offers, customer and supplier data, software code, prototypes, roadmaps, project plans, internal reports and all information marked confidential. Information publicly available is not confidential.
Duty of care and confidentiality
The receiving party shall handle confidential information with at least the same care as its own confidential documents, but at least with appropriate industry‑standard care to prevent unauthorised use, disclosure or access.
Purpose limitation
Confidential information may only be used to perform this contract. Any other use, reproduction, publication or disclosure requires prior written consent of the disclosing party.
Disclosure to employees and subcontractors
Disclosure to employees, consultants or subcontractors is permitted only insofar as necessary for contract performance. The receiving party ensures these persons are bound in writing to confidentiality and the same obligations.
Exceptions
Confidentiality does not apply to information which (a) becomes publicly known without breach of this agreement, (b) was lawfully known to the receiving party prior to disclosure, (c) was lawfully received from a third party without confidentiality obligation, or (d) was independently developed without using confidential information.
Mandatory disclosure
If disclosure is required by law, authority order or court ruling, the receiving party may disclose the confidential information to the extent required. The disclosing party will inform the other party promptly where legally permissible and take protective measures (e.g., limit disclosure scope).
Security measures
The receiving party implements reasonable technical and organisational measures to protect confidentiality, integrity and availability of confidential information. Details may be regulated in an annex or the DPA.
Return and deletion
On request of the disclosing party or on termination the receiving party shall promptly return or securely delete all confidential information and copies, subject to statutory or contractual retention obligations.
Residual knowledge
Use of general knowledge or experience in employees' memory or residual, non‑identifiable memory residues is not a confidentiality breach provided no specific confidential information is reproduced.
Remedies and injunctive relief
In case of confidentiality breach the injured party may seek injunctions, removal, disclosure and damages. Further rights remain reserved. Breach may justify immediate extraordinary termination if continuation is unreasonable.
Survival
These obligations remain in force after termination during the stated period; strict trade secrets remain protected as long as legally required.

Use of subcontractors / third parties

Principle
Actuways may engage subcontractors or third parties to perform contractual services. Actuways remains fully responsible to the Client for contractual fulfillment.
Obligations towards subcontractors
Actuways ensures by contract that subcontractors comply with the contractual obligations, in particular confidentiality, security and data protection requirements (including DPA/TOM). Subcontractors shall be bound so Actuways’ obligations to the Client are maintained.
Information and Client objection right
Actuways informs the Client before first use of a material subcontractor about name, seat and intended scope of services. The Client may raise justified objections within ten (10) working days of notification (e.g., significant data protection or security concerns). In case of justified objections the parties seek a solution; if impossible the Client may be entitled to terminate or request alternatives.
Responsibility and liability
Actuways is liable for actions and omissions of its subcontractors as for its own conduct as far as legally permissible. Client claims against Actuways remain unaffected.
Data processing by subcontractors / cross‑border transfers
Where personal data is processed by subcontractors, the data protection provisions (DPA) apply accordingly. Actuways ensures appropriate safeguards for transfers outside Switzerland/EU. The Client will be informed of cross‑border data transfers.
Replacement and change of subcontractors
Actuways may replace subcontractors. Such changes must not unreasonably impair performance; Actuways will inform the Client in due time and arrange reasonable transition measures when impacts are foreseeable.
Cost consequences of Client requests
If the Client requests certain third parties or additional audits, resulting costs may be charged separately.
Survival after contract end
Obligations regarding confidentiality, data protection and liability toward subcontractors survive contract termination.

Contract formation, term and termination

Contract formation
Actuways’ offers are non‑binding unless stated otherwise. A contract is concluded only by the Client’s written order and Actuways’ written order confirmation. Electronic communication (e.g., e‑mail) counts as written form. Oral agreements are binding only if confirmed in writing.
Start of services
Service start follows the agreed service plan or the start date in the offer. If no regulation exists, services start after contract signature and fulfillment of any cooperation duties or advance payments.
Contract term and renewal
Fixed‑term contracts end automatically on expiry. Open‑ended contracts start at the agreed commencement and may be terminated by either party in accordance with ordinary termination rules. Fixed contracts extend only by explicit written agreement. For recurring services (hosting/subscription) automatic renewal can be agreed. Deviating deadlines in the offer take precedence.
Ordinary termination (if applicable)
Open‑ended service and maintenance contracts may be terminated by either party with three (3) months’ notice to the end of a billing period unless contractually agreed otherwise. Monthly cancellable services have a 30‑day notice to month‑end. Notices must be in writing (email acceptable if contractually allowed).
Extraordinary termination for cause
Either party may terminate the contract without notice for good cause. Good cause includes: (a) material or repeated breach of essential obligations despite written warning and reasonable grace period; (b) payment default despite reminder and set grace period (typically 14 days); (c) opening of insolvency proceedings, suspension of payments or comparable financial difficulties; (d) gross breach of confidentiality or data protection obligations; (e) other facts making continuation unreasonable. Where feasible, an opportunity to remedy should be given prior to extraordinary termination.
Suspension of services
Actuways may temporarily suspend services if the Client is in arrears with payments or fails to fulfill cooperation obligations despite request. Actuways shall notify the Client before suspension and set a remediation period where possible.
Consequences of termination / data and handover
On termination all outstanding claims become immediately due. The Client must return access data, documents and confidential information provided, or have them deleted if agreed. Actuways retains Client data after termination only as long as legally required or necessary for settlement of claims. Upon request Actuways offers orderly data migration or handover for separate remuneration; deadlines and formats to be agreed.
Survival of essential obligations
Provisions on confidentiality, liability limitation, warranty, license rights, payment claims and indemnities survive termination to the extent necessary.
Assignment of rights and obligations
Assignment of rights or obligations requires prior written consent of the other party, except transfers within the Actuways group.

Consequences of termination (return, data deletion)

Due date of outstanding claims
On contract end all accrued and outstanding claims of Actuways become immediately due. Actuways issues a final invoice for all services provided up to termination, incurred expenses and agreed cancellation or winding‑up fees. Any prepayments are credited against the final invoice; remaining balance is due within 30 days of invoice date. Default consequences per payment terms apply.
Return of documents and materials
On request all confidential documents, physical data carriers and copies received from the other party must be returned or securely destroyed immediately. Return shall be cost‑free unless otherwise agreed. Where Actuways handed over deliverables, documentation or datasets in an agreed format, the handover follows contractually agreed specifications.
Data handover and migration support
Actuways offers orderly data export/migration on request. Scope, format, deadline and fee for migration should be agreed before contract end; otherwise Actuways performs a standard export in a market‑common format. Migration services are billed separately on a time and materials basis or as per offer. Actuways performs handover within a reasonable period, typically within 30 days after contract end unless otherwise agreed.
Deletion and backups
After handover or expiry of the handover period Actuways deletes personal and client‑specific data securely unless legal retention obligations apply. Unless agreed otherwise, deletion occurs no later than 90 days after contract end. Backups and archives are also deleted unless legal obligations or justified retention reasons (e.g., proof of ongoing claims) require longer retention. Actuways documents deletion on request and may issue a deletion confirmation; this may be charged separately.
Account termination and end of operation
On contract termination all access and usage rights to Actuways systems, platforms and admin areas lapse unless otherwise agreed (e.g., transition period). Actuways may deactivate accounts and block access.
License end and intellectual property
Usage rights to work results end with the contractual term or on termination as per license terms. Rights intended to continue must be agreed in writing. Unpaid licenses or services may be restricted or revoked until full payment, where contractually permitted.
Continuation of protected provisions
Provisions on confidentiality, liability, warranty (as applicable), indemnity, copyrights and non‑disclosure survive termination as far as necessary.
Handling disputes and security measures
If disputes over services, claims or data handover exist, Actuways may retain copies of relevant data as security to enforce legitimate claims. Actuways may retain data in particular for undisputed and unpaid claims. Further retention rights are subject to mandatory law.
Special rules in case of insolvency or extraordinary termination
In client insolvency Actuways may suspend services, block access and, where legally permissible, retain secured copies of data until claims are settled. Legal provisions apply.
Practical notes and options
To ensure smooth transition Actuways recommends coordinating migration and handover requirements at least 60 days before expected contract end. Actuways can prepare a detailed exit concept for a fee.
Adjustment options
Standard timeframes (e.g., 30 days for handover, 90 days for deletion) are default values and can be contractually adjusted. Specific export formats, escrow arrangements or longer retention periods must be contractually agreed.

Force majeure

Definition
Force majeure are unforeseeable events beyond a party’s control that prevent or substantially impede performance. These include natural disasters (storm, flood, earthquake), war, terror, epidemics/pandemics, official orders, industrial action (strikes, lockouts), failure of essential suppliers, failure of key infrastructure (e.g., energy, telecoms, data centres) and similar events.
Duty to notify
The affected party shall inform the other party immediately in writing of the date of occurrence, expected duration and the likely impact on performance and take reasonable measures to limit consequences.
Suspension of obligations
Obligations affected are suspended for the duration of the impediment; agreed deadlines extend accordingly. Both parties shall endeavour to minimise impairments and cooperate reasonably.
Costs and payments
Payment obligations for already rendered services remain. Additional costs directly resulting from force majeure and needed to mitigate consequences are borne by the causing party unless agreed otherwise. Parties must reasonably attempt to avoid or reduce extra costs.
Duration and right to terminate
If the impediment lasts longer than sixty (60) calendar days and proper performance remains impossible, either party may terminate the contract in whole or in part in writing without claims for non‑performance.
Liability exclusion
Parties are not liable for delays or non‑performance caused by force majeure. This does not apply to obligations that could have been performed despite the events or damage caused by intentional or grossly negligent conduct.
Subcontractors and third‑party services
If subcontractors or third‑party suppliers are affected by force majeure, the above rules apply accordingly; Actuways will, however, try in good faith to find alternatives to minimise impact on the Client.
Reservation and adjustment
Contractual obligations that can still be performed despite force majeure (e.g., payment for already provided partial services) remain. Parties shall promptly discuss adaptations, substitute deliveries or other reasonable measures.

Notices / Communication (form, addresses)

Form of notices
Notices, declarations and communications under this contract shall be in writing. Email also counts as written form unless qualified written form (e.g., handwritten signature) is expressly required.
Receipt and effectiveness
A notice is deemed received:
a) on personal delivery or courier receipt when handed over;
b) on postal delivery by registered mail on the date shown on the receipt;
c) by email at the time it enters the recipient’s email system, provided the sender can prove dispatch. A read‑receipt is not conclusive proof of actual receipt.
Notices received on weekends, public holidays or after business hours are deemed received on the next business day.
Parties’ addresses
Invoices, terminations and formal notices are to the project manager, account manager AND the contact addresses specified. Standard addresses are:
Actuways GmbH
[Street and number]
[Postal code] [City], Switzerland
Email: info@actuways.ch
For data protection matters: datenschutz@actuways.ch
Client: the billing and correspondence address specified in the contract/offer.
Deviating or additional addresses (e.g., separate billing address, technical contact, legal contact) must be provided in the contract or by written notice.
Change of address notices
Each party shall notify the other promptly of any change of address, email or contacts. Until notice of change is received, previously notified addresses remain effective.
Delivery of invoices and electronic communication
Electronic invoices (PDF by email) are deemed properly delivered when sent to the agreed billing address. The Client must promptly verify invoices for accessibility and readability and report complaints on time.
Communication channels for operations
For operational communication (support tickets, technical reports, change requests) the channels agreed in the project apply (e.g., ticketing system, dedicated support email). Urgent incidents must also be reported by phone to the agreed emergency contacts.
Confidentiality in communications
Confidential information in emails should be marked as confidential; sensitive content should, where possible, be encrypted or transmitted via secure channels.
Proof of delivery
Copies, receipts, shipping documents or system logs may be used to prove delivery or content of notices. Each party keeps relevant dispatch evidence accordingly.

Assignment / transfer of rights and obligations

Principle
Assignment or transfer of rights and obligations requires prior written consent of the other party unless otherwise stated in the following clauses.
Permitted transfers by Actuways
Actuways may assign claims (especially payment claims) to third parties or affiliated companies (e.g., factoring, debt collection or internal restructuring) without Client consent. Such assignments do not release original obligors; Actuways remains liable unless the assignee expressly assumes obligations.
Transfer of obligations and performance
Transfer of contractual obligations (e.g., whole service provision) to third parties requires prior written consent of the other party. Transfers to affiliated companies are excluded if confidentiality, performance and data protection are ensured and the Client is not materially disadvantaged.
Survival of liability
Assignment does not release the assigning party from contractual obligations and liabilities unless otherwise agreed in writing (novation).
Duties upon transfer
The assigning party shall notify the other party promptly in writing of any intended or completed assignment, name the acquirer and affected rights and obligations and provide proof on request.
Client assignment prohibition
The Client may not assign claims or rights against Actuways to third parties without Actuways' prior written consent, unless assigned to an affiliated company or by operation of law (e.g., corporate sale).
Security assignments
Security assignments to banks or financial service providers are permitted; the parties commit to cooperate to minimise impacts on contract performance.
Legal consequences of unauthorised assignment
An assignment made without required consent is ineffective against the other party; the affected party reserves all legal remedies and claims for damages.
Miscellaneous
This clause does not affect statutory provisions excluding assignment or requiring special formalities. Payments are to be made only to the contractual party named in contract documents or as notified in writing.

Changes to the GTC

Principle
Actuways reserves the right to change these GTC at any time. Changes are made only for objective reasons such as adapting to case law, legislative changes, market conditions or to clarify and improve internal processes.
Distinction by type of change
Minor clarifications and editorial or technical adjustments (e.g., wording, numbering) may take immediate effect. Material changes affecting parties’ rights or obligations (e.g., price increases, significant liability restrictions, change of service scope) require separate notification and Client consent or a special termination right.
Notice and effectiveness
Actuways will inform you of planned GTC changes in text form (e.g., email) or by publishing the amended version on the website with the effective date. Notice is generally given at least 30 days before the planned effective date. Unless stated otherwise, editorial changes become effective upon publication.
Consent, objection and termination option for material changes
Material changes are deemed accepted by you if you do not object in writing within 30 days of notice. If you object in time both parties may terminate the affected contract without cause and without further costs up to the effective date of the change. The termination must reach the other party before the change takes effect.
Price adjustments for recurring services
Price adjustments for recurring services (e.g., hosting, subscriptions, maintenance) will be justified separately and notified in due time. On a price increase you have the right to terminate the affected service within the period stated in the notice, usually 30 days before the increase takes effect.
Urgent or legally required changes
If changes are immediately required due to legal or regulatory obligations Actuways may implement them with immediate effect; Actuways will inform you as soon as possible and, where reasonable, offer mitigating transitional measures.
Transparency and documentation
Each amended GTC shall carry an effective date. Actuways will provide the previous version on request and document reasons for changes on request.
Mandatory statutory rights
The amendment clause does not restrict your mandatory statutory rights; claims for non‑conforming performance and statutory warranty rights remain unaffected.

Severability clause (partial invalidity)

Principle
If any provision of this contract is or becomes wholly or partly invalid, unenforceable or void, this shall not affect the validity of the remaining provisions.
Replacement agreement
The invalid or unenforceable provision shall be replaced by a valid provision which legally comes as close as possible to the economic purpose of the invalid provision. The same applies to contractual gaps.
Obligation to negotiate
The parties shall enter into negotiations promptly to find a legally valid replacement provision that best reflects the parties' original intent.
Immediate effect if adaptation impossible
If no suitable replacement can be found within 30 days after beginning negotiations and the invalidity substantially impairs the contract's purpose, either party may terminate the contract in whole or in part in writing.
Partial invalidity versus overall effect
Partial invalidity of individual provisions does not generally justify termination of the entire contract unless the contractual purpose is demonstrably defeated.
Applicable law
Unless otherwise provided, interpretation and validity of this clause are governed by the law applicable to the contract.
Form of amendment
Changes or additions, in particular the replacement provision for an invalid clause, require written form unless otherwise provided in the contract.

Applicable law and jurisdiction

Applicable law
This contract is governed by Swiss substantive law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and without reference to conflict‑of‑law rules. Mandatory statutory provisions remain unaffected.
Jurisdiction (B2B)
To the extent permitted by law, the parties agree on the exclusive place of jurisdiction at Actuways’ registered office (Canton of Zurich, Switzerland) for all disputes arising from or in connection with this contract. Actuways may also sue at the Client’s general place of jurisdiction.
Consumer protection (B2C)
If the Client is a consumer and mandatory consumer protection provisions apply, the law of the state where the consumer resides shall apply. In such cases the consumer is entitled to bring proceedings before the competent court at their place of residence.
Preliminary measures / injunctions
Regardless of the jurisdiction clause, each party may apply for preliminary measures (e.g., injunctions) at competent courts to secure rights where necessary.
Alternative dispute resolution
Parties may agree on alternative dispute resolution (e.g., mediation, arbitration). If nothing is agreed the statutory remedies remain.
Form of claim and language
Claims must be submitted in writing; the procedural language follows the applicable law or the parties’ agreement. If no agreement exists the proceedings are in German, unless the competent court orders otherwise.

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