General Terms and Conditions of Columbus.net AG, hereinafter referred to as “Columbus”.
1. Scope and subject matter
These Terms and Conditions (GTC) govern the relationship between Columbus and its customers and form part of all contracts concluded for the provision of services. The GTC are based on Swiss law and apply within Switzerland. Amendments and ancillary agreements shall only be effective if confirmed in writing by Columbus. If a contract is concluded and the Principal also submits GTC, the concurring points shall apply.
These GTC shall be deemed accepted when the principal requests an offer from Columbus for one of the services mentioned below.
2. Offers of the contractor
As a full service provider in e-commerce, Columbus offers services tailored to customer needs in the areas of e-commerce & marketing, omnichannel fulfilment, cross-border logistics, international purchasing and outsourcing.
Offers made in writing or by e-mail shall be deemed binding. If the client requests services that are not included therein, these will be offered additionally. The offer, including the presentation, shall be made free of charge, unless the parties have agreed otherwise.
A quotation is valid for 30 days, unless otherwise agreed in writing. All documents and concepts submitted with the offer shall remain the property of Columbus. Third parties may not be granted access to the offer documents without consent.
An offer is accepted by the principal declaring this verbally, in writing or by e-mail. Columbus shall confirm the order in writing by letter or e-mail.
If the principal wishes to make a change to the order confirmation, Columbus shall inform him within two weeks whether the change is possible and what effects it will have on the performance of the services, the deadlines and the prices. In this case, Columbus shall send the principal a new order confirmation.
3. Performance of contracts
The offer/order confirmation, which forms an integral part of the respective basic contracts, shall be authoritative for the scope and performance of the service.
Unless a special place of performance has been agreed by the parties or is evident from the nature of the transaction, delivery shall be deemed to be the implementation of the order at the registered office of Columbus.
Unless a special acceptance procedure has been agreed, the Client shall inspect the services himself and notify any defects in writing. If the client fails to give notice within two weeks after the services have been provided, they shall be deemed to be free of defects and approved in all functions. The client is then obliged to pay on time.
Columbus undertakes to deliver the agreed services to the principal on the dates specified in the order confirmation and/or the individual contract, while the principal undertakes to accept and pay for them at the predetermined time.
Deadlines may be postponed without cost consequences for Columbus and Columbus shall not be liable for the consequences if obstacles within the scope of force majeure (e.g. natural events, mobilisation, war, riots, epidemics, pandemics) or accidents and illnesses, significant operational disruptions, labour disputes, late or defective deliveries and official measures occur to an extent that endangers the project work.
In the event of other delays, the provisions set out in the order confirmation and/or the individual contract shall apply. Columbus undertakes to inform the Principal as soon as possible of any delays.
5. Third-party services
In order to fulfil the contract, Columbus is entitled to engage third parties, but is liable for the careful selection and instruction of these engaged third parties.
6. Remuneration and terms of payment
Columbus shall provide its services at fixed prices or on a time and material basis. It shall state the types of costs and cost rates in its offer. The prices are specified in the offer (excl. VAT).
Remuneration shall be due in accordance with the payment schedule. If the remuneration is due, Columbus shall assert it with an invoice. The services of Columbus are due for payment within 10 days of the invoice date without deductions or individually agreed arrangements unless otherwise agreed.
If payments have not been made even after the expiry of a reasonable grace period, Columbus may withdraw from the contract, asserting any claims for damages. The customer may set off counterclaims against Columbus if these are due or if there is a legally binding court judgment.
If the customer fails to meet the payment deadlines, he shall pay interest on arrears from the due date without a reminder, which interest shall correspond to the provision in the Swiss Code of Obligations.
7 Warranty and liability
Columbus undertakes to exercise due care and to provide its services in conformity with the contract. It further undertakes to carefully select, train and professionally work the employees deployed and to supervise them.
The contractual partners shall be liable for damages resulting from missed deadlines if they cannot prove that they are not at fault. They shall be liable for any fault, but at most for the damage incurred.
If damage has occurred due to careless or faulty performance of a service, Columbus shall be liable for rectification free of charge if it does not prove that it is not at fault.
Columbus shall also be liable for other breaches of contract (e.g. breach of confidentiality provisions, unauthorised use of auxiliary persons, breach of general duties of loyalty and care) unless it proves that it is not at fault.
Any further liability on the part of Columbus is expressly excluded, unless such liability relates to direct or indirect damage demonstrably caused by gross negligence or intent on the part of Columbus, its employees or third parties called in. In any case, liability for loss of profit is excluded.
Liability for personal injury and for infringement of intellectual property rights is unlimited.
Columbus undertakes to take out and maintain business liability insurance to the extent customary in the industry.
8. Protection of entrusted data
Columbus shall ensure that the data of its customers are sufficiently secured against unauthorised access and against destruction. It shall also ensure this in the sphere of influence of any subcontractors commissioned by it.
If data are handed over to Columbus on data carriers, the customer is obliged to deliver them in a form that can be processed. Data processing by Columbus does not include any cleaning of the data files.
9. Intellectual property rights and ownership
All intellectual property rights (copyrights, patent rights, etc.) arising during the performance of the contract (provision of the service) belong to Columbus, unless the order confirmation or the individual contract contains a deviating provision.
The source codes on all products developed by Columbus shall remain the unrestricted property of Columbus. Columbus may continue to use such source codes. The customer shall receive the exclusive right to use the solution.
Columbus further reserves all copyrights, rights of use and ownership rights to the documents created for the performance of the service (in particular concepts and ideas) as well as to all preliminary stages to the finished work. Reproduction in whole or in part, any transfer to third parties, any type of processing and/or publication is not permitted and is only permitted with the written consent and financial compensation of Columbus.
10. Compliance with the Data Protection Act
Columbus undertakes to respect the provisions of the Swiss Data Protection Act. In particular, it shall refrain from using customer data for third parties or for its own use, shall respect delivery prohibitions (such as Robinson lists, star entries, etc.) and shall not maintain its own databases that are potentially capable of violating the Data Protection Act.
The principal undertakes to provide Columbus with only such data (addresses and telephone numbers) for processing which comply with the applicable laws (in particular the provisions of the Data Protection Act and the UWG). He further undertakes to state the origin of the data and to declare it separately according to customer and third-party data.
11. Duty of confidentiality and secrecy
Columbus undertakes to maintain strict confidentiality about all information from the sphere of influence of its customers that comes to its knowledge in connection with its services. It shall also pass on this obligation to its employees.
The contractual partners shall treat as confidential all information that is neither public knowledge nor generally accessible.