General terms and conditions

1. Scope of application

   This general terms and conditions rule all legal relationships between you and us, xirrus GmbH. They overrule your (eventual) conditions.

   All our offers and services in the area of simulations, software development and consulting are based on the following general terms and conditions. Aberrant rules have to be fixed in written form.

2. Contract

   A contract between you and us can be established written or verbal. In the latter case we send you a written confirmation of order.

   Decisive for the coverage of the contract and the coverage of services is the written contract including its attachments, or our written confirmation of order.

   You are not allowed to transfer this contract partially or fully to another party without our preliminary approval.

3. What you can expect from us

4. Guarantee of quality

   We fulfill our services thoroughly and professionally. Errors against promised functionality, or mistakes, which hinder the product to function as objected, we repair up to 5 years after project deadline, on your request, as fast as possible and without charge.

   If the costs for the troubleshooting are above common extent (e.g. the troubleshooting or research of errors takes place at locations of third parties) or the reason of failure is detected to be at your hard- or software installation, we charge the troubleshooting according to our current fees.

   Excluded from this guarantee are failures, that have other reasons than our products (e.g. webhosting provider, limited capacities). Also excluded are problems, which are introduced by missing or erronous compatibility due to new products of third parties (e.g. web browser).

5. Service provision by third parties

   We can draw certain services from third parties (subcontractors or freelancer). As a customer your are allowed to decline third parties upon good cause shown.

6. What we expect from you

7. Cooperation

   That we are able to fulfill the contract correctly in utmost good faith, we expect your cooperation. Therefore we at least depend on the delivery of documents and informations, which are needed to accomplish the services.

   You make sure, that the technical, organisational and administrative requirements, which are necessary for our service provision, are established.

   You are free to validate the documents that are handed over to you (concepts, intermediate results, solution recommendations, protoypes, reports, products etc.) and to state objections within 10 days after receipt.

8. Invoice

   After the work is finished or monthly we bring the invoice to account. For small amounts we reserve our right, to charge invoices in longer periods. We reserve our right, to claim advance payment.

   For certain products we work only for advance payment.

   We can suspend our services or stop projects if you haven't payed the invoice within the payment deadline or didn't transfer demanded advance payment. During a suspension of our services, eventual rental rates for hard- and software will be charged too. You and us disclaim the two-way compensation of receivables.

9. Liability

   Our liability is limited to the amount of the price we have concerted for our services according to the individual service level agreement.

   We do not take over any liabilities for products of third parties. We do not take over any liability for delayed delivery of your data or informations, nor for the correctness of data transfer.

10. Property, intellectual property right and knowledge

    Explicitly you admit the intellectual property of us, especially the copyright on all in terms of the contract created or provided work. Additionally you admit, that we are allowed to use preliminary and during the contract fulfillment created work for all our business activities under strictly compliance with non-disclosure.

11. Copyright

    We or our grantors of licenses stay owner of the intellectual property rights on everything that we provide in the law of the contract. Within are falling e.g. devices, software, manuals and all further documents.

12. Licences

    We grant you a non-exclusive and non-transferable license to use our products. The license starts with payment of the compensation.

    Changes to our software require our written permission. You convey the intellectual property of such changes to us.

13. Knowledge

    In any case we own the right, to apply ideas, concepts and methods, which we have gained alone or together with customers personal during the service provision to similar work for other customers, as far as the non-disclosure remains unaffected.

    The above intellectual property right is valid correspondingly for services, that we are executing by third parties (subcontractors and freelancers).

14. Non-disclosure

    We are bound to strictly non-disclose, all non-public available informations that we get from you, or that we get knowledge from by providing services for you. We obligate third parties, that we subcontract for service provision, to the same non-disclosure agreement.

15. Applicable law and legal venue

    All privity of contract between you and us are bound to substantive Swiss law. Legal venue is Zurich, Switzerland. We can also take legal action at your business location or residence.