1    Purpose and scope of application

1.1    These General Terms and Conditions shall apply to all services provided by WaVision Holding AG to its customers, unless otherwise mandated by law in individual cases.

1.2    By placing an order, the Client accepts the General Terms and Conditions of WaVision Holding AG. The General Terms and Conditions are an integral part of all offers and order confirmations of WaVision Holding AG. They shall take precedence over any general order and business conditions of the client.

1.3    WaVision Holding AG reserves the right to make changes to these GTC at any time and to publish the respective current version on www.wavision-group.com. The new version of the GTC shall come into force through publication on the website of WaVision Holding AG.

2    Subject matter, conclusion, scope, and execution of the contract

2.1    With regard to the content, scope and performance of the services to be rendered, the order placed shall be authoritative. The order must always be agreed separately and in writing. The subject matter of the contract shall be the activities agreed in the individual case and to be performed by WaVision Holding AG and not the guarantee for the occurrence of certain economic or other consequences. For this reason WaVision Holding AG may cannot make any statements in the form of expectations, forecasts or recommendations in the sense of a guarantee regarding the occurrence of corresponding circumstances. Deadlines shall be deemed to be general targets unless they have been expressly agreed as binding assurances. Subsequent changes to the content of the service are subject to an appropriate adjustment of the agreed fee.

2.2    WaVision Holding AG shall be entitled to call in employees, expert external consultants, companies and institutions for the execution of the order, who are acting on behalf and for the account of WaVision Holding AG (right of substitution).

3    Participation of the clients

Customers shall provide WaVision Holding AG with all information and documents required for the proper performance of the services in a timely manner and without special request. WaVision Holding AG may assume that the documents and information provided as well as instructions given are correct and complete. WaVision Holding AG shall only be obliged to check the correctness and regularity of documents, information and figures provided by the customer if this has been agreed in writing in advance.

4    Exchange of information

4.1    The parties undertake to maintain secrecy about all confidential information of which they become aware on the occasion of or in connection with the receipt or provision of services within the framework of the execution of the contractual relationship. All data concerning facts, methods and knowledge which, at least in their concrete application in the context of the performance of the contractual relationship, are not generally known or not publicly accessible shall be deemed confidential. Excluded from this is the disclosure of confidential information for the necessary protection of justified own interests, insofar as the respective third parties are subject to an equivalent obligation to maintain secrecy. The obligation to maintain confidentiality shall continue to exist beyond the termination of the contractual relationship. The aforementioned obligation shall not prevent WaVision Holding AG from executing the same or similar orders for other customers under the same conditions.or similar orders for other customers while maintaining confidentiality. 


4.2    The parties may use electronic media such as telephone, fax and e-mail for their communication within the framework of the contractual relationship. During electronic transmission, data may be intercepted, destroyed, manipulated or otherwise adversely affected and may be lost for other reasons and arrive late or incomplete. Each party must therefore take appropriate precautions on its own responsibility to ensure error-free transmission or receipt as well as the recognition of elements that are defective in terms of content or technology.

4.3    WaVision Holding AG may process the information of which it becomes aware, in particular also the personal data of the customers, by computer or have it processed by third parties. This means that the information is also accessible to persons who perform system support and control functions within the framework of the processing process. WaVision Holding AG shall ensure that the relevant persons are also subject to the obligation to maintain confidentiality. The requirements of data protection must always be fulfilled by means of suitable organisational and technical measures. The aforementioned also applies in particular in the event that WaVision Holding AG transfers customer data to a third party for storage or hosting.

5    Protection and usage rights

All industrial property rights such as intellectual property and licensing rights to the documents, products or other work results produced by WaVision Holding AG within the framework of the execution of the contractual relationship as well as the know-how developed or used in the process shall be the exclusive property of WaVision Holding AG, irrespective of any cooperation between WaVision Holding AG and the customer. WaVision Holding AG shall grant the customer a non-exclusive and non-transferable right of use for his own exclusive use in perpetuity of the documents, products and other work results provided to him, including the respective associated know-how. The transfer of documents, products and other work results or parts thereof as well as individual technical statements to third parties by the customer shall only be permitted with the express written consent of WaVision Holding AG. The customer shall refrain from modifying the documents provided to him by WaVision Holding AG, in particular the binding reports. The same shall apply to products and other work results, insofar as their purpose does not consist precisely in further processing by the customer. Reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is only permitted with the mutual consent of both parties.

6    Deliveries by WaVision Holding AG 

Deliveries by WaVision Holding AG shall be deemed to have been made when they have been dispatched to the last address notified by the Client or have been held at his disposal in accordance with his instructions. The date of dispatch shall be deemed to be the date of the copies or dispatch lists in the possession of WaVision Holding AG.

7    Fee, Expenses, Terms of Payment

7.1    The fee shall be agreed individually for each order. If nothing to the contrary is apparent from the agreement, the fee owed in addition to the reimbursement of expenses shall be based on customary industry rates. Value added tax shall be charged additionally. Travel expenses shall be deemed to be working time. In addition to the fee claim, WaVision Holding AG shall be entitled to reimbursement of the expenses and third-party fees incurred. If WaVision Holding AG uses third parties for the provision of its services, the customer undertakes, upon request, to settle the fee claims and expenses incurred by these third parties directly and to release WaVision Holding AG from any obligations entered into. Cost estimates are based on estimates of the scope of the activities necessarily incurred and are prepared on the basis of the data provided by the customer. Therefore, they are not binding for the final calculation of the fee.

7.2    WaVision Holding AG may demand reasonable advances on fees and expenses as well as issue individual or regular interim invoices for activities already performed and expenses already incurred. In the event that an advance payment is requested or an interim invoice is issued, WaVision Holding AG may make the performance of further activities dependent on the full payment of the amounts claimed.

7.3    The Client's right of set-off is excluded. 

7.4    Fee statements and statements of expenses shall be paid within 20 days to the account specified by WaVision Holding AG. In the event of late payment, the Client shall incur additional reminder fees of CHF 30 each (after 40 and 80 days). In the case of collection measures, a collection fee of CHF 300.00. From the time of default, the customer shall owe interest on arrears in the amount of 5%.

7.5    WaVision Holding AG shall be released from the duty of confidentiality and professional secrecy for the assertion of claims against the Client arising from the contractual relationship.

7.6    Several clients shall be liable to WaVision Holding AG as joint and several debtors.

8    Complaints, liability and force majeure

8.1    Complaints arising from the order must be made immediately. WaVision Holding AG shall be given the opportunity to rectify the situation.

8.2    WaVision Holding AG shall only be liable to the Client for unlawful intent and gross negligence. The existence of unlawful intent or gross negligence must be proven by the Client who wishes to derive a claim therefrom.

8.3    This limitation of liability shall also apply to all persons to whom WaVision Holding AG has delegated the management of business transactions.

8.4    In the event of substitution, WaVision Holding AG's liability shall be limited to the proper selection, instruction and supervision of the third party.

8.5    E-mail traffic from and with WaVision Holding AG is carried out via public, not specially protected data transmission networks. WaVision Holding AG shall not be liable for any damage incurred by the Client as a result of transmission errors, technical defects, malfunctions or interference with the network operators' facilities.

8.6    The limitations of liability set out in sections 8.4 and 8.5 above shall also apply to the selection of IT programmes and applications (such as cloud solutions) with which WaVision Holding AG works. 
In the event of damage, the liability of WaVision Holding AG shall be limited to the amount of three times the annual fee paid. This shall also apply in the event of substitution.

8.7    In the event of force majeure, the party that is unable to fulfil its contractual obligations as a result shall in no way be liable to pay damages to the other party. It shall be released from its contractual obligations as long as and to the extent that the force majeure continues. If the force majeure ceases, the contractual rights and obligations shall resume, unless the force majeure lasts for more than one year. In that case, the party not affected by the force majeure shall be entitled, but not obliged, to revoke or terminate the contract by written notice.

9    Termination of the contract

9.1    The order shall end by performance or provision of the agreed service(s), by expiry of the agreed term or by termination in accordance with clause 9.2.

9.2    The contract may be terminated by either party at any time in writing with immediate effect or with effect from the expiry of a specified date. In the event of ordinary termination of the contract, the Customer shall pay for the services rendered up to the time of termination of the contract on the basis of the effective hourly expenditure and the applicable hourly rates plus the expenses incurred. In addition, WaVision Holding AG shall be fully indemnified by the customer. If the ordinary termination occurs untimely, the terminating party shall be obliged to compensate the other party for the resulting damage, if necessary in addition to the fee claim on the basis of the effective hourly expenditure and the respectively applicable hourly rates plus the expenses incurred. 

In the event of an extraordinary termination due to the breach of contract by a party, the latter shall compensate the terminating party for the damage incurred as a result of the termination, if necessary in addition to the fee claim on the basis of the effective hourly expenditure and the applicable hourly rates plus the expenses incurred.

9.3    If the Client is a natural person, the order shall not expire in the event of his death, declaration of disappearance or incapacity to act. If the Client becomes bankrupt or similar proceedings are initiated against him, the order shall only expire after its revocation or termination by WaVision Holding AG or the competent authorities.

10    Retention and release of work results and documents

Subject to longer statutory periods, WaVision Holding AG shall retain the documents for a period of 10 years after termination of the order. However, this obligation shall expire before the end of this period if WaVision Holding AG has requested the client in writing to take receipt of the documents and the client has not complied with this request within 6 months of receiving them.

11    Applicable Law and Jurisdiction

11.1    This contract is governed by Swiss law.

11.2    The place of performance for the obligations of both parties and the exclusive place of jurisdiction for all types of contracts shall be the registered office of WaVision Holding AG. WaVision Holding AG shall, however, also have the right to take legal action against the Customer at the competent court at the Customer's place of residence/registered office or at any other competent court.

12    Validity reservation

If one of these clauses is declared invalid, the other provisions of the General Terms and Conditions shall remain unaffected. The invalid provisions shall be replaced by economically equivalent, lawful provisions.

Status: 12.10.2022 Version 1.0