General Terms & Conditions

1.Scope and Contracting Parties

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all services of Operal AG, in Zug (hereinafter “Operal AG” or “we”) towards our customers (hereinafter “Customer” or “you”).

1.2 These GTC apply exclusively. Conflicting or deviating terms and conditions of the Customer are not recognised unless we have expressly agreed to their validity in writing.

1.3 Amendments and additions to these GTC require written form or express written confirmation by us.

2.Subject Matter of the Contract

2.1 Operal AG provides services in the field of software development, including but not limited to:

Development of tailor-made software solutions

AI chatbot development and implementation

Software consulting and analysis

Cloud-based solutions

2.2 The specific scope of services results from the respective contract, quotation or order.

3.Conclusion of Contract

3.1 Our quotations are non-binding and without obligation unless expressly stated otherwise.

3.2 A contract is concluded by written order confirmation or by commencement of performance.

3.3 Verbal side agreements are only valid if confirmed by us in writing.

4.Prices and Payment Terms

4.1 The prices valid at the time of the order according to our quotation or price list apply.

4.2 All prices are exclusive of statutory value-added tax.

4.3 Advance payment: Operal AG expressly reserves the right to invoice services in full or in part in advance.

4.4 Unless advance payment has been agreed, invoices are due for payment without deduction within 30 days of the invoice date.

4.5 In the event of default in payment, we are entitled to charge default interest of 5% p.a.

5.Performance and Duties to Cooperate

5.1 We provide our services with due care and in accordance with recognised technical standards.

5.2 The Customer is obliged to provide the necessary cooperation in a timely and complete manner (e.g. access to systems, data, contact persons).

5.3 Delays due to a lack of cooperation by the Customer are at the Customer's expense and may lead to additional costs.

6.Acceptance

6.1 The modalities of acceptance are primarily governed in the respective work or framework contract.

6.2 Deemed acceptance: Unless otherwise agreed in the contract, the following applies: the work or service is deemed accepted by the Customer if the Customer does not give notice of defects in writing, stating reasons, within 10 days of delivery or provision. Use of the work in operational business without complaint is equivalent to acceptance.

7.Project Completion, Support and Maintenance (Service Level Agreement)

7.1 Upon acceptance (pursuant to Section 6), the project is deemed completed (“Handover”).

7.2 No follow-up support without an additional contract: After the handover, the Customer has no entitlement to further support, content adjustments, updates, security patches or know-how transfer, unless this is expressly required by law (e.g. within the scope of the warranty for defects).

7.3 Service Level Agreement (SLA): To ensure ongoing operation, access to resources, support and regular updates, the conclusion of a separate Service Level Agreement (SLA) or maintenance contract is strongly recommended. Without such a contract, all services are charged on a time-and-materials basis at Operal AG's current hourly rates, without any guarantee of resource availability.

8.Copyright and Rights of Use

8.1 The allocation of copyright and rights of use, as well as the handling of Intellectual Property (IP), is clarified in detail in the respective work or framework contract in accordance with common industry standards in Switzerland.

8.2 Default rule: If no specific provision has been made in the respective contract, the following applies: All copyrights remain with Operal AG. The Customer merely receives a simple, non-exclusive and non-transferable right to use the delivered software for its own use. Passing on the source code or granting rights to third parties is excluded in this case.

9.Warranty

9.1 We warrant that our services essentially correspond to the agreed specifications at the time of delivery.

9.2 The warranty period is 12 months from delivery or acceptance of the service.

9.3 Defects must be reported to us in writing without delay. In the case of justified notices of defect, we will, at our discretion, remedy the defect or replace the service.

9.4 The warranty does not cover errors arising after acceptance due to third-party updates (e.g. browser updates, OS updates, interface changes by API providers such as WhatsApp or OpenAI). Such adjustments fall under maintenance (see Section 7).

10.Liability

10.1 We are liable for damages only in the case of intent and gross negligence.

10.2 Liability for slight negligence is excluded to the extent permitted by law.

10.3 Liability for indirect damages, lost profits, loss of data and consequential damages is excluded.

10.4 Total liability is limited to the amount of the respective order value.

11.Data Protection and Confidentiality

11.1 We observe the applicable data protection regulations (in particular the Swiss FADP/DSG).

11.2 Both parties undertake to maintain confidentiality regarding all information disclosed within the scope of the business relationship. This obligation also applies after the end of the contract.

12.Force Majeure

In the event of force majeure (e.g. natural disasters, pandemics, cyber attacks, war), we are released from our performance obligations for as long as performance is impossible or unreasonable.

13.Termination

13.1 Continuing contracts (e.g. maintenance, hosting) may be terminated by either party with a notice period of 3 months to the end of a calendar month, unless otherwise agreed.

13.2 Terminations must be made in writing.

14.Final Provisions

14.1 Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected (severability clause).

14.2 Swiss law applies to all legal relationships, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.3 The exclusive place of jurisdiction is Zug, Switzerland.