General Terms and Conditions (GTC) of soxes AG
1. Scope and Applicability
a) These General Terms and Conditions (hereinafter referred to as “GTC”) govern the contractual relationships between customers (hereinafter “Customer”) and soxes AG (hereinafter “soxes”). They apply to all services provided by soxes, even if these GTC are not explicitly referenced in individual cases.
b) Any general terms and conditions of the Customer shall only apply if they have been accepted in writing by soxes.
c) These GTC form an integral part of all (individual) contracts (hereinafter “Contract”) between soxes and the Customer.
2. Contract Conclusion and Contract Components
a) Offers made by soxes (hereinafter “Offer(s)”) are valid for 30 days, unless a different validity period is specified in the Offer.
b) A Contract between soxes and the Customer is concluded as follows:
i. by mutual signature of a contract document (simple electronic signatures are sufficient);
ii. by countersigning the Offer by the Customer (simple electronic signatures are sufficient), or through an order placed by the Customer based on the Offer and subsequent order confirmation by soxes (written confirmation is sufficient); or
iii. through conclusive conduct in which the Customer makes use of services from soxes that are usually provided for a fee.
c) A Contract consists of the following components, listed in order of precedence in case of conflict:
i. Contract document or Offer with order confirmation;
ii. Attachments;
iii. GTC of soxes.
Deviations from this order of precedence are only valid if documented in the contract document. Unless explicitly stated otherwise, a reference to “written form” in Contracts with soxes and/or these GTC does not imply the written form as per the Swiss Code of Obligations. Instead, a scan of a document containing the required handwritten signature(s), or a document with the required simple or qualified electronic signature(s), is sufficient.
3. Contract Types and Services
soxes provides the services specified in the Contract or makes the specified products available. The following types of contracts may apply:
i. Work contracts for deliverables under Swiss law (Art. 363–379 CO), such as fixed-price software development projects with defined objectives (referred to as “Work” under such contracts);
ii. Mandate agreements for deliverables under Swiss mandate law (Art. 394–406 CO), such as agile and iterative development in collaboration with the Customer, team provisioning, and consulting or other services (referred to as “Mandate”);
iii. Maintenance contracts and/or Service Level Agreements (SLA) for products or services, e.g., 2nd- and 3rd-level support or operational services such as monitoring and maintenance of IT systems (on-premise or in the cloud);
iv. License agreements for the use of a product provided by soxes, such as KUBE-X or PasoPI.
4. Place of Performance
Unless otherwise defined, the place of performance is the premises of soxes and its group companies or companies in which soxes directly or indirectly holds a stake (hereinafter referred to as «Partner Companies»).
5. Deadlines and Delay
a) Delivery deadlines and dates are, unless explicitly agreed otherwise in writing, planned dates without binding or fixed character (i.e. they are not considered expiration dates) and will be adhered to by soxes as far as possible.
b) If the parties explicitly agree in writing on deadlines or dates with binding or fixed character, the following applies: If soxes cannot meet the agreed deadlines or dates, it must inform the Customer immediately. Notification is provided to the project lead. In such cases, the deadlines or dates are extended reasonably. soxes is not liable for any delay-related damages unless gross negligence or willful misconduct can be proven. Misjudgment of technical difficulties (and the associated resolution time) does not constitute gross negligence.
c) If deadlines or dates cannot be met due to reasons attributable to the Customer, any deadlines or date commitments by soxes become non-binding. The Customer must compensate soxes for any resulting damages and additional expenses (e.g., due to blocked project teams). Waiting time in this context is to be remunerated as working time. This applies in particular if:
i. the Customer fails to fulfill its cooperation obligations under clause 8; or
ii. the Customer is in default of other contractual obligations, especially payment obligations.
The same applies if delays are caused by obstacles beyond the control of soxes (even if not caused by the Customer), such as power outages or delays by third parties contracted by the Customer.
d) soxes commits to providing the necessary personnel for timely project delivery. If the Customer suspends or cancels the project for reasons not attributable to soxes, any agreed staffing commitments (or capacity percentages) lapse.
6. Delivery and Acceptance for Work Contracts
a) soxes and the Customer agree on a project plan for the Work, including whether a single acceptance or multiple partial acceptances will take place.
b) The Work or partial Work (in case of partial acceptance) must be reviewed by the Customer within 15 calendar days of delivery.
c) Any defects identified must be reported to soxes in writing. If no written defect notification is submitted within 15 calendar days of delivery, the Work or partial Work shall be deemed accepted.
d) If defects appear later within the warranty period that could not have been identified through standard, careful inspection, the Customer must report them within 3 working days of discovery (see clause 9). If not reported on time, such defects are considered accepted, and warranty claims are forfeited.
e) Upon successful acceptance of all partial deliveries, the entire Work is considered accepted unless functional integration issues become apparent.
f) If the Customer fails to inspect or to report identified defects timely, the deliveries are considered accepted despite any existing defects.
g) Refusal of acceptance is only justified by defects that significantly impair usability. All other defects are considered minor and do not justify refusal of acceptance but must be rectified by soxes within the warranty period (see clause 9).
h) Once the Work is put into productive use, it is deemed accepted.
7. Customer Cooperation
a) The Customer shall provide soxes with all required and requested information in a timely manner to enable contract fulfillment.
b) The Customer shall ensure that soxes can deliver its contractual services on time and as agreed. Customer cooperation obligations include in particular:
i. Active participation in the project organisation;
ii. Timely decision-making;
iii. Appointment of a project manager with the necessary authority and available time;
iv. Timely provision of Customer-responsible deliverables such as third-party products or services;
v. Coordination and management of third-party suppliers;
vi. Performance of a data backup immediately before the project starts and regular backups during the project, unless soxes is explicitly tasked with this;
vii. Informing soxes about regulatory requirements, technical standards, or other relevant company-specific or IT-related circumstances, unless otherwise agreed.
c) Obtaining required permits and licenses is the Customer’s responsibility.
d) The Customer agrees to comply with applicable health and safety regulations and instructions when soxes staff perform work on-site or externally.
e) For services of a contractual nature (e.g., agile development or staffing), the Customer is also responsible for:
i. Achieving project goals;
ii. Structuring and monitoring the project in terms of timing and content;
iii. Ensuring no third-party rights (e.g., patents or licenses) are violated through the use of soxes employees;
iv. Onboarding and providing professional guidance to soxes team members;
v. Providing required infrastructure, tools, and licenses specific to the project (general tools and environments are provided by soxes);
vi. Informing soxes employees about internal company standards, rules, and requirements relevant to external staff.
f) For maintenance and/or SLA contracts, the Customer must also:
i. Provide soxes with required information and infrastructure (e.g., backups, logs) free of charge;
ii. Ensure access to hardware, software, and networks as needed. If not, additional effort may be charged;
iii. Grant timely access to infrastructure and systems to soxes staff during agreed times;
iv. Appoint a clear Single Point of Contact or define a process to identify responsible persons for collaboration and communication.
8. Change Requests for Work Contracts
a) Both parties may request changes to the scope of services. If the change results in additional effort, soxes is entitled to compensation.
b) If changes impact cost or timing, soxes will inform the Customer accordingly, typically before implementing the change, unless special urgency requires immediate action.
9. Warranty in Case of Work Contracts
a) soxes warrants that software delivered and/or installed by soxes together with any delivered or installed hardware will perform the agreed services within the specified hardware and software environment. soxes also warrants that delivered services meet agreed specifications and properties.
b) The parties acknowledge that software, based on current industry standards, cannot be guaranteed to work without error in all applications and configurations. soxes does not warrant any particular outcomes from using the Work or software.
c) For third-party software supplied by soxes, soxes only guarantees the specifications agreed upon in the contract or promised by the original manufacturer.
d) The warranty period is three months from the date of acceptance. The Customer must report any previously undetectable defects in writing within three working days of their discovery. Otherwise, the Work is considered accepted, including such defects.
e) Defects that are reported in writing during the warranty period and are reproducible will be corrected by soxes within a reasonable period. soxes may alternatively supply a newer version of the software or provide a workaround.
f) Reduction: If correction of the defect fails, the Customer may request an appropriate price reduction.
g) Other statutory warranty claims, particularly contract rescission and damage claims, are expressly excluded.
h) If a defect is justified, soxes will bear the cost of correcting it. If unjustified, the Customer must reimburse soxes for all related costs.
i) Warranty applies only to contractually agreed specifications. No warranty is given for verbal or voluntary changes or additions beyond the agreed scope.
j) If the Work (software, documents, data, etc.) delivered by soxes is modified by the Customer or third parties, all warranty claims become void.
10. Liability
a) soxes excludes all liability to the extent permitted by law. In particular, liability for any and all damages and consequential damages is excluded:
i. Caused by soxes or its agents unless due to intent or gross negligence;
ii. Resulting from the Customer or third parties ignoring the product specifications of soxes-developed software;
iii. Caused or co-caused by third-party products or services used by the Customer or end users;
iv. Arising from actions of other development or operations teams involved in programming or maintenance (e.g., employee errors on servers);
v. Caused by malicious actions by third parties (e.g., hacking or sabotage);
vi. Resulting from force majeure (e.g., fire, earthquake, lightning, flooding, terrorism, chemical or nuclear incidents) or cyberattacks.
b) For SLAs/maintenance contracts: soxes aims to ensure continuous availability of the software/product but does not guarantee uninterrupted operation. No claims arise from service interruptions (e.g., due to technical issues or maintenance).
11. Termination and Cancellation
a) For services with a mandate character: The agreement ends upon completion of services or at the end of the contract period (“term”) without requiring notice. Early termination is possible with 3 months’ notice at month-end. If the term is less than 3 months, termination at month-end is allowed. Full fees remain due during the notice period, even if the Customer no longer requests services:
i. For time-based billing: the agreed hourly rate applies through the end of the notice period;
ii. For fixed fees: the value of hours worked is due, plus a prorated fee for the remaining notice period, not to exceed the agreed total fee.
Termination without notice is considered untimely termination.
b) For work contracts: The Customer may cancel with 3 months’ notice at month-end. Work performed to date must be paid, and soxes must be indemnified for all resulting costs.
c) For maintenance/SLA contracts: Contracts are open-ended with a 3-month cancellation notice at year-end. A minimum contract period of 12 months applies. Changes must be agreed in writing by Q3 start; otherwise, existing terms continue through the next calendar year.
12. Compensation
a) The Customer shall pay the agreed compensation as defined in the contract. By default, billing is time-based unless otherwise agreed.
b) The Customer acknowledges soxes’ valid hourly rates at contract signing.
c) soxes reserves the right to adjust rates due to inflation or other factors, notifying the Customer in writing (email suffices). The Customer may then terminate the agreement per the terms above.
d) All prices are net in Swiss francs, excluding VAT and expenses. Expenses include:
i. Travel time billed as working hours;
ii. Public transport: actual 1st class ticket costs;
iii. Private car: CHF 0.70/km;
iv. Airfare: lowest fare allowing unrestricted changes;
v. Hotel: actual cost for mid-range accommodation.
e) Voluntary server hosting/housing services offered by soxes for a limited period are free of charge. There is no entitlement to availability or continuity of these services.
13. Paid Licenses from Third Parties
a) soxes uses third-party standard software (e.g., frameworks, components, libraries). Rights to these remain with the third party. soxes ensures it has the required usage and distribution rights.
b) soxes covers license fees for its standard developer licenses. Additional third-party licenses beyond those will be charged to the Customer and must be approved beforehand.
c) soxes also uses paid tools for development and operations (e.g., repository, automation, monitoring). These are charged as an annual flat rate under maintenance agreements.
d) soxes may provide the Customer access to its documentation and project management tools to enable real-time collaboration. soxes manages these and charges an annual per-user fee under maintenance contracts.
14. Invoicing
a) For work and service contracts: unless otherwise agreed (e.g., monthly billing, advance payment), billing is as follows: 50% upon contract signing, 50% upon delivery to a test or integration system accessible to the Customer.
b) For maintenance/SLA contracts: invoicing is annual in advance.
c) Payment is due within 20 days of the invoice date. After that, the Customer is in default without further notice.
d) Upon default, soxes may either demand payment or withdraw from the contract and reclaim the delivered work. soxes may also claim damages and charge 7% interest per annum.
e) If delivery is delayed for reasons not attributable to soxes, payment is still due within 20 days of invoice date after delivery readiness.
f) The Customer may not offset claims against soxes with its own claims (e.g., warranty or liability claims).
15. Intellectual Property Rights
a) All intellectual property (IP) created in fully custom-developed software is transferred to the Customer upon full payment. The Customer may use, modify, and integrate the software without restriction. All rights remain with soxes until payment is complete.
b) For KUBE-X or projects with pre-developed modules, IP is transferred only for the custom parts. soxes grants limited usage rights for pre-developed components.
c) If soxes creates patentable inventions, the patent rights transfer to the Customer upon full payment. Patent filing is not included in the services but may be supported for a fee.
d) For other IP (e.g., frameworks, shared libraries), the Customer receives limited usage rights after payment. These are non-exclusive, non-transferable, and do not include distribution rights.
e) Third-party or open-source components are governed by their respective license terms.
f) soxes is free to use the know-how gained during the engagement, provided the Customer’s trade secrets are protected.
16. Confidentiality
a) Both parties agree to treat all information relating to projects, business activities, procedures, and similar matters as confidential and to prevent such information from being disclosed to third parties (companies affiliated with soxes and partner companies of soxes and their employees are not considered “third parties” for this purpose). This obligation continues even after termination of the contract.
b) Both parties shall impose equivalent confidentiality obligations on their employees, subcontractors, and any other persons who may come into contact with such information.
c) Excluded from the confidentiality obligation is information that is publicly accessible, lawfully obtained from third parties not under confidentiality obligations, or already known at the time of the contract or subsequently becomes public without violating these GTC.
17. Public Reference to Collaboration
soxes may publicly refer to its collaboration with the Customer, including the Customer’s name and a general description of the services provided (e.g. for marketing purposes). Disclosure of specific project details requires prior approval from the Customer (email approval is sufficient).
18. Use of Third Parties
18.1 Auxiliary Personnel
a) soxes may engage auxiliary personnel, both domestic and abroad, to fulfill its contractual obligations.
b) The Customer has the right to reject such auxiliary personnel if it has valid reasons. However, this right does not apply to soxes employees, group companies, or long-standing partner companies.
c) Liability for auxiliary personnel as defined by Art. 101 of the Swiss Code of Obligations is excluded to the extent permitted by law.
18.2 Engagement of Experts
a) If specific expertise is required that soxes or its partners do not possess, soxes may, with the Customer’s consent, subcontract to external experts.
b) soxes assumes no liability for services provided by such external experts.
18.3 Use of Third-Party Services
a) soxes may use third-party services such as cloud computing, data center services, software, and AI solutions as part of its service delivery.
19. Non-Solicitation Clause
Hiring or engaging soxes employees or auxiliary personnel in any form during the contract period and for two years thereafter requires prior written consent from soxes.
If the Customer violates this clause, it shall pay a contractual penalty of CHF 50,000 unless it can prove it was not at fault.
20. Handling of Shared Property
Materials, equipment, infrastructure, and other tools (e.g. test equipment, manuals, software, office infrastructure, etc.) provided during the collaboration remain the property of the providing party. These may be used by the recipient free of charge for the duration of the collaboration and in accordance with the owner’s instructions.
All shared assets will be recorded in a joint inventory list indicating the respective owner. Upon termination of the collaboration, all borrowed items shall be returned to the owner and removed from the inventory list.
21. Data Protection and Data Security
a) Both parties undertake to comply with Swiss data protection law (“DSG”). They shall take all economically reasonable, technical, and organizational precautions to protect data from unauthorized access.
b) Parts of the service may be delivered by personnel outside Switzerland and the EU. In accordance with Art. 16 para. 2 lit. d DSG, soxes has signed the EU Standard Contractual Clauses 2021/914 with all development locations.
c) soxes processes personal data (e.g. names, addresses, emails) in compliance with applicable data protection laws. Appropriate technical and organizational safeguards are in place to prevent loss or unauthorized access.
d) soxes may share personal data with third parties for the purpose of fulfilling the contract. soxes will ensure that third parties handle the data in compliance with applicable laws.
e) soxes and its partners may process personal data for purposes including: contract eligibility checks, fulfillment of contractual obligations, address validation, prevention of misuse, invoicing, financing and collection, and credit scoring.
f) Personal data disclosed to soxes will be retained only as long as necessary for the performance of the contract. The Customer acknowledges that longer retention periods may apply under mandatory law.
g) The customer has, within the scope of applicable law, the following rights in connection with the processing of their personal data: The customer has the right to know which personal data soxes processes about them. The customer also has the right to request that incorrect personal data be corrected or that personal data be deleted. The customer may revoke or restrict their consent to the processing of personal data at any time. The customer also has the right to receive personal data on a machine-readable data carrier. The customer acknowledges that restricting the processing or requesting the deletion of their personal data may result in soxes no longer being able to fulfil its contractual obligations towards the customer.
The Customer acknowledges that restrictions or deletion of data may impact soxes’ ability to fulfill contractual obligations.
h) soxes recommends that Customers conclude a data processing agreement (as per Art. 9 DSG) if personal data processing is involved.
i) Questions or concerns about personal data processing may be addressed to: soxes AG, Sennweidstr. 1b, CH-8608 Bubikon, Tel. +41 55 253 00 53, E-Mail: hello@soxes.ch
22. Dispute Resolution
a) In the event of disputes, disagreements, or claims arising from or related to a contract or these GTC (including validity, breach, termination, or nullity), both parties agree to make reasonable efforts to reach an amicable resolution before resorting to legal action. This does not affect the right to seek interim relief.
b) Either party must notify the other in writing of the nature of the dispute and desired outcomes.
c) The parties agree to begin good-faith negotiations within 30 days of such notice.
d) If the dispute is not resolved within 60 days of the start of negotiations, the parties may agree to mediation conducted by a neutral mediator accepted by both sides. Costs will be shared equally.
e) Only if the above mechanisms fail may legal proceedings be initiated. Jurisdiction and applicable law are governed by Clause 23.
23. Final Provisions
a) soxes may amend these GTC at any time. Changes will be communicated to the Customer (email sufficient) and deemed accepted unless objected to in writing within 30 days.
b) If individual provisions of the contract or these GTC are or become invalid, this does not affect the validity of the remaining provisions. An appropriate substitute provision shall apply that best reflects the original intent and economic outcome. The same applies to any gaps.
c) All contracts between soxes and the Customer (including these GTC) are subject exclusively to Swiss law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
d) Any disputes arising out of or in connection with contracts between soxes and the Customer (including these GTC) shall fall under the exclusive jurisdiction of the competent courts at the registered office of soxes.
General Terms and Conditions soxes AG – 10.06.2025 Page
