1. Scope
These General Terms and Conditions (GTC) apply to all services ofxpera GmbHin the areas of consulting, software development, implementation, integration, operation, and support of digital solutions (especially web, app, and Odoo systems).
They apply to all contracts with business customers (B2B), unless expressly agreed otherwise in writing.
2. Services
xpera GmbH provides services particularly in the areas of:
- Digitalization & Process Consulting
- Development of web and mobile applications
- Implementation and customization of software solutions (e.g., Odoo)
- Integration of third-party providers (e.g., payment providers like Wallee)
- Support, maintenance, and operation
The scope of services is exclusively derived from the respective offer.
A specific economic or functional success is not guaranteed. xpera GmbH is obligated to provide the agreed services carefully and professionally.
3. Project Structure & Approach
Projects are carried out in clearly defined phases:
- Analysis & Concept
- Implementation
- Testing & Acceptance
- Go-Live
Each phase is based on the results of the previous phase.
By approving a phase, the customer confirms its content and suitability as the basis for the next phase.
4. Customer Responsibilities
The customer commits to:
- provide all necessary information, data, and access in a timely manner
- appoint a decision-making contact person
- provide feedback and approvals promptly
If the customer fails to meet their obligations to cooperate:
- deadlines will be extended appropriately
- the project may be paused
- additional effort will be charged based on actual work
5. Prices and Payment Terms
Billing is based on actual work or according to the agreed project price.
Minimum billing: 30 minutes per item
Invoices are payable within 10 days net.
Any deviations require an explicit written agreement.
xpera GmbH reserves the right to:
- request partial payments
- request advance payments from new clients
In case of late payment:
- services may be suspended without prior notice
- late fees and reminder charges may be applied
6. Acceptance
Services are considered accepted when:
- the customer declares acceptance in writing or
- no significant defects are reported in writing within 10 business days after delivery or provision
Minor defects do not justify refusal of acceptance.
After acceptance, the service is considered delivered in accordance with the contract.
7. Changes (Change Requests)
Changes or extensions after project start are considered additional services.
These will be:
- evaluated separately
- billed according to effort or as per quote
8. Deadlines and Delivery Times
Deadlines are only binding if explicitly agreed upon as such.
Delays due to:
- lack of cooperation from the client
- third-party providers
- external circumstances
are outside the control of xpera GmbH.
9. Support & SLA
Support services are provided only with a corresponding agreement.
Without an SLA, there are no guaranteed response or resolution times.
10. Hosting & Operations
For hosting or operational services:
- high availability is sought
- there is no guarantee of uninterrupted operation
Maintenance work can be carried out at any time.
11. Third-Party Providers
xpera GmbH uses and integrates third-party providers (e.g., Odoo, payment providers, hosting).
For these, the following applies:
- their terms and availability are decisive
- Changes or outages are outside the control of xpera GmbH
12. Liability
The liability of xpera GmbH is excluded to the extent permitted by law.
In particular, liability is excluded for:
- indirect damages
- lost profits
- data loss
- operational interruptions
- damages caused by third parties
In any case, liability is limited to the amount actually paid by the customer for the respective service.
13. Warranty
xpera GmbH provides its services carefully and to the best of its knowledge.
However, there is no guarantee for:
- complete freedom from errors
- permanent availability
- compatibility with all system environments
14. Intellectual Property
All rights to the services provided remain with xpera GmbH until full payment is received.
Upon payment, the customer receives:
- a non-exclusive
- non-transferable right of use
- for the agreed purpose
The reuse of developed components, frameworks, or concepts by xpera GmbH for other projects is permitted.
15. Data & Backups
The customer is responsible for their data.
xpera GmbH assumes no liability for:
- data loss
- insufficient data backup
Backups are only performed by express agreement.
16. Contract Duration & Termination
Ongoing services may be terminated with 30 days’ notice to the end of a month.
After acceptance, the service is considered delivered in accordance with the contract.
17. Data Protection
The processing of personal data is carried out in accordance with a separate privacy policy.
18. Final Provisions
If any provision of these T&C is invalid, the remaining provisions shall remain unaffected.
19. Jurisdiction and Applicable Law
Swiss law shall apply exclusively.
The place of jurisdiction is the registered office of xpera GmbH.