General Terms and Conditions

1. Scope of application and validity

1.1. FortIT AG (hereinafter referred to as “FortIT”) provides consulting, engineering, and project management services as well as IT services (operation, maintenance, and support services) to its clients.

1.2. These General Terms and Conditions (GTC) govern the conclusion, content, and execution of contracts between clients (hereinafter referred to as “Clients”) and FortIT, as well as the mutual rights and obligations.

1.3. Additional and possibly deviating provisions from these GTC are recorded in writing in individual contracts. In case of doubt, the provisions of such individual contracts shall take precedence over these GTC.

1.4. Supplementary provisions regarding specific types of service delivery, particularly operational, maintenance, and support services, are governed in service-specific appendices or usage conditions declared applicable in individual contracts. In case of doubt, the provisions of such service-specific appendices shall take precedence over these GTC, but not over the provisions of individual contracts.

1.5. The general terms and conditions of the Clients are fundamentally excluded, unless their application (even if only for specific provisions) has been explicitly agreed in an individual contract.

2. Rights and obligations of FortIT AG

2.1. FortIT AG undertakes to perform its services using well-trained professionals with customary diligence and in accordance with the agreement, and to act in the interest of the Client.

2.2. Upon payment of the fee, the Client is entitled to use the work results for the agreed purpose. Use beyond the scope of the assignment is not permitted in order to protect FortIT’s preliminary work and know-how.

3. Rights and obligations of the client

3.1. The Client shall support FortIT AG in delivering the owed services to the extent reasonable, necessary, and appropriate. In particular, the Client must ensure that FortIT AG receives all required information and documents on time, completely and accurately, and that qualified client personnel is available to ensure contractually agreed service delivery.

3.2. Additional duties and obligations of the Client are described in detail in the respective individual contracts.

4. Payment terms

4.1. Unless otherwise agreed, contract and/or service-based work is invoiced monthly by FortIT AG based on time and materials.

4.2. Unless otherwise agreed, operation, maintenance, and support fees are invoiced annually in advance.

4.3. Unless explicitly agreed otherwise, all prices and fees listed in individual contracts or appendices are exclusive of (i) expenses and other reimbursable costs, and (ii) applicable VAT.

4.4. Travel time to the service location, unless otherwise agreed, is generally billed as working time.

4.5. The payment term is 30 days net from the invoice date. Arbitrarily deducted discounts or rebates by the Client will be recharged.

4.6. The Client must notify FortIT AG in writing of any invoice objections without delay.

4.7. From the second reminder onward, FortIT AG may charge a flat reminder fee of CHF 25 per reminder. If payment is not made even after the second reminder, FortIT AG is entitled to charge 5% annual interest on the outstanding amount from the original invoice date, unless the invoice is disputed in good faith. If payment is more than 60 days overdue, FortIT AG may suspend contractually guaranteed but not yet rendered services until payment is received, without being in default, and reserves the right to extraordinary termination.

5. Warranty for material and legal defects

5.1. The warranty for material defects is governed by the provisions of the respective individual contract. Unless otherwise agreed, the maximum warranty period is three months.

5.2. FortIT AG warrants that its services do not infringe any recognized third-party intellectual property rights.

5.3. FortIT AG will defend against third-party claims regarding IP infringement at its own expense and risk. The Client must notify FortIT AG in writing without delay of any such claims and transfer control of any legal proceedings, where permitted by applicable procedural law. Under these conditions, FortIT AG will cover the Client’s reasonable court costs, legal fees (excluding internal costs), and imposed license fees or compensations, provided the infringement was not due to contractual misuse by the Client or their users.

5.4. If a lawsuit or preliminary injunction for infringement is filed, FortIT AG may, at its discretion, secure the Client’s continued use of the service, modify or replace it with equivalent alternatives, or—if these options are not feasible—terminate the relevant contract for good cause. In such cases, FortIT AG will refund any payments made, minus a proportionate amount for use already received.

6. Conclusion of contract

6.1. Unless otherwise specified in the offer, FortIT remains bound by its offer for 30 days from the issue date.

6.2. If later changes to the order/contract result in additional costs for FortIT, the Client shall bear these costs as per FortIT’s then-applicable rates.

7. Confidentiality

7.1. All information, documents, and data exchanged during service delivery or acquired during contract performance, marked as “confidential” or “secret,” or reasonably understood as such by nature or context, must be kept confidential and used solely for contract fulfillment.

7.2. Such confidential information may not be disclosed to third parties without prior written consent. Employees and subcontractors of FortIT who reasonably need access are not considered third parties under this clause. These individuals are subject to the same confidentiality obligations.

7.3. Both parties agree to protect the confidentiality of such information with the same degree of care they apply to their own confidential data.

7.4. Upon contract termination or expiration, unless otherwise agreed, each party must return or irreversibly delete/destroy all confidential information upon request—except for automatic backups, which remain subject to confidentiality requirements.

7.5. These confidentiality obligations apply before contract signing and remain in effect after contract termination.

7.6. Both parties are independently responsible for complying with applicable data protection laws concerning personal data processing.

7.7. If FortIT processes personal data on behalf of the Client (e.g., during operations), the parties shall regulate their obligations in a data processing agreement (DPA).

8. Liability for damages

8.1. FortIT is liable for damages caused by itself or appointed third parties only if the Client proves gross negligence or willful misconduct. Liability for slight negligence is excluded.

8.2. Liability is excluded for:

   i. Any indirect, consequential, or incidental damages such as lost profits, unrealized savings, additional expenses, or third-party claims, except for personal injury or property damage.

   ii. Damages resulting from unlawful or contractual misuse of FortIT’s services by the Client or their end users.

   iii. Damages arising outside FortIT’s control, including force majeure.

8.3. Any further liability is excluded to the extent permitted by law.

9. Final provisions

9.1. Contractual rights and obligations may not be assigned, transferred, or pledged to third parties without prior written consent. Such consent shall not be unreasonably withheld.

9.2. If any provision of these GTC or individual contracts is found to be invalid or unenforceable, the remainder of the contract remains valid. The parties shall replace the invalid provision with one that achieves the original intent as closely as possible.

10. Applicable Law / Jurisdiction

10.1. These GTC and related individual contracts are governed exclusively by substantive Swiss law, excluding (i) international treaties, including the UN Convention on Contracts for the International Sale of Goods (CISG), and (ii) conflict of law provisions.

10.2. The exclusive place of jurisdiction for any disputes arising from or related to these GTC and related individual contracts is Zurich.

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