General Terms and Conditions (GTC) – translation
A GENERAL PROVISIONS
1. Scope of application
1.1 These General Terms and Conditions (in the following “GTC”) apply to all agreements between docusave and the ordering party that have been concluded in the business areas described at the beginning of this document.
1.2 The GTC form an integral part of all agreements made between the ordering party and docusave with regard to the provision of services (in the following “contract”), irrespective of the form and designation of such an agreement.
1.3 All services provided by docusave are governed primarily by the contract concluded and these terms, and secondarily by the provisions on contracted business or services as defined in Article 394 ff of the Swiss Code of Obligations (CO).
1.4 Deviations from the GTC are possible only if this is expressly agreed in writing or if overriding legal provisions prescribe a different agreement. Deviation from a provision affects the individual clause only; the other provisions of the contract and the GTC remain unaffected. The invalid provision is replaced retroactively by a valid provision that is closest to the intent of the original provision.
2. Services provided by docusave
2.1 The services to be provided by docusave are governed by the contract.
2.2 In the case of insured damage, the scope of services is governed by the insurance coverage of the ordering party.
3. Cooperation of the ordering party
3.1 To ensure that docusave can provide the agreed services, the ordering party undertakes the following obligation to cooperate:
- Informing docusave about the value, kind, condition, and quantity of the materials; cause of damage, kind and amount of contamination; damage site; technical aspects; and risks, in particular risks pertaining to occupational safety and health protection.
- Naming docusave as a liaison who acts as the point of contact and is authorised to make decisions.
- Providing docusave with information on the terms of the insurance policy. The ordering party must communicate by registered mail any inadequate insurance coverage no more than five (5) days after the start of work.
3.2 In the event that the ordering party fails to fulfil its obligation to cooperate, docusave may not be able to provide services in the agreed time period and/or only at increased expense. In such cases, docusave is entitled to adjust deadlines and bill the cost overruns to the ordering party.
3.3 If the work is interrupted due to no fault of docusave, costs for staff transportation to and from the site, material costs, and running rental charges will be additionally billed to the ordering party.
4. Third-party contracting by docusave
4.1 docusave is entitled to engage third parties to fulfil the terms of the contract. docusave undertakes to select the third parties with due diligence and to instruct them. docusave submits price quotes of the third parties to the ordering party for approval and signature. In such cases, the contractual relationship is exclusively between the third-party partner and the ordering party.
4.2 If the ordering party suffers damage due to faulty execution of the contract by the third party, docusave assumes liability vis-a-vis the ordering party solely for due diligence in selecting and instructing said third party.
4.3 In addition, docusave is authorised to engage third parties or companies as auxiliaries. docusave is not liable for damages caused by the auxiliaries. docusave assumes liability solely for due diligence in selecting and instructing the auxiliaries.
5. Price quotes and prices
5.1 docusave bills the provision of services by the hour if no other pricing arrangements have been agreed.
5.2 Price quotes submitted by docusave are valid for a period of thirty (30) days.
5.3. The prices valid at the time the contract is concluded apply.
5.4 All quoted and confirmed prices are net prices, exclusive of VAT and expenses.
5.5. docusave bills third-party services with an additional surcharge.
6. Storage costs
In principle, the ordering party assumes the costs for storage. docusave may opt to waive the storage costs if the materials are currently in treatment at docusave. Materials are deemed as being in treatment if an intervention request has been confirmed in writing by the ordering party within the stipulated period and any open payment instalments have been settled.
7. Terms of payment
7.1 The amount billed is due within ten (10) days of the date on the invoice. If no other payment terms have been contractually agreed, five (5) percent interest is due on late payments, thirty (30) days after the date on the invoice.
7.2 docusave is entitled to request advance payment.
7.3 If payments are due, docusave reserves the right to provide the agreed services only after receipt of payment.
7.4 Objections to invoices must be made by registered mail within ten (10) days of receiving the invoice. After expiry of this period, invoices are deemed approved.
7.5 Any discounts granted by docusave apply solely to a specific service and cannot be cumulated. One discount does not entitle the ordering party to receive further discounts for other services.
8.1 docusave warrants the professional execution of all contractually agreed services.
8.2 After the work is completed, the ordering party must carefully inspect the results. Any objections must be lodged in writing within ten (10) days of concluding work. If no objection is lodged, the work is deemed approved. docusave assumes no liability for defects discovered after this period expires unless the defects are such that they could not be detected during the regular inspection.
9.1 In the event of a breach of contractual duties of due diligence and loyalty, docusave is liable for proven direct damage insofar as it is the result of gross negligence. Liability for minor negligence is excluded. docusave assumes no liability for further damage, in particular indirect damage such as loss of profit, interruption in operations, downtime, or similar.
9.2 docusave is not liable for damages caused by third parties. Item 4 of these GTC remains reserved.
9.3 docusave is not liable for damage that arises and/or is exacerbated due to the breach of the ordering party’s obligation to cooperate (item 3).
9.4 docusave declares it is, through its liability insurance, sufficiently insured against third parties for damage to persons and property. It is the responsibility of the ordering party to insure cultural objects and materials of significant value at full value (transport risks, risk of fire or water damage, for example). If the insurance coverage of the ordering party is insufficient, docusave cannot be held liable. docusave assumes liability within the scope of the terms and conditions agreed in item 8.1.
10. Termination of contract
10.1 Each contractual party is entitled to revoke or terminate the contract in writing at any time. The ordering party pays fees and expenses for services rendered by docusave up to dissolution of the contract.
10.2 If bankruptcy or composition proceedings are instituted against the ordering party, docusave is entitled to terminate the contract without notice and without compensation. The ordering party pays fees and expenses for services rendered by docusave up to dissolution of the contract.
10.3 If the ordering party fails to meet its payment obligations (item 6.1), docusave is entitled to terminate the contract within ten (10) days of the expiry of the payment deadline. The ordering party must pay fees and expenses for services rendered and costs incurred by docusave up to dissolution of the contract.
11. Confidentiality and proprietary rights
11.1 The contractual parties treat all information received (electronically, orally, in writing, or in other form) with confidentiality, in particular documentation, plans, and concepts. These must not be disclosed to third parties. The duty of confidentiality continues to apply after termination of the contract. Excluded from this provision is publicly accessible information or information of the other party that was already known prior to concluding the contract.
11.2 All intellectual and commercial proprietary rights as well as expertise are the property of docusave. This applies to all proprietary rights arising when meeting the contractual obligations. Beyond the contractually agreed services, the ordering party acquires no rights to docusave’s software programs, copyrights, trademarks, concepts, materials, or expertise. Deviating contractual provisions remain reserved.
11.3 After the fee is fully paid, project-related services provided individually for the ordering party become the property of the ordering party together with the transferable proprietary rights. docusave receives an unrestricted and free-of-charge licence for their further use.
12. Place of jurisdiction and applicable law
12.1 All contracts are governed exclusively by Swiss law, to the exclusion of the Vienna Convention.
12.2 Thun is the sole place of jurisdiction.
B SPECIAL PROVISIONS
13.1 Insofar as services are rendered as docusave “Service”, “Research”, or “Prevention”, the following special provisions apply in addition to the provisions in the general section of these GTC.
13.2 In the event of a conflict between the general and special provisions in the GTC, the terms set out in the special section prevail.
B I. DOCUSAVE SERVICE
The business area “docusave Service” comprises all services provided by docusave related to the recovery, stabilisation, cleaning, and remediation of damaged materials.
15. docusave services
15.1 docusave in principle does not apply treatment methods that may cause additional damage to an object or material. Excluded from this are processes that cause less damage to the material than the current damage or contamination or, in consultation with the ordering party, when the conditions justify such treatments.
15.2 For the storage of archival and library holdings, docusave adheres to ISO 11799 of the International Organization of Standards.
16. Pre-contractual services
Prior to concluding the contract, docusave will, if required and at its own discretion, provide various pre-contractual services such as recovery, measures to prevent further damage (emergency measures), consultation, or inspection. docusave is entitled to bill the services provided, including pre- and post-treatments in accordance with the valid price lists.
17. Treatment of new media
New media (CDs, magnetic video tapes, photographs) require complex and time-consuming treatments. If these types of media cannot be separated from other materials, the amount of work needed to treat the new media increases to include these other materials.
18. Photo inventory
docusave creates a photo inventory to ensure efficient and well-structured service provision during interventions. docusave assumes no liability for the preservation of data remaining at its facilities after an intervention is completed.
19. Decontamination of infested materials
All materials have a specific base contamination that cannot be eliminated.
20. Obligation to cooperate on the part of the ordering party
20.1 To minimise further damage, docusave is entitled to direct the ordering party to execute initial measures. docusave assumes no liability for the execution of this work on the part of the ordering party.
20.2 For decontaminated and/or remediated materials, the ordering party must take all necessary measures to prevent further contamination or damage.
docusave undertakes to professionally execute all services it is charged with. docusave issues no guarantee for the success of an intervention. No liability will be assumed for damage that occurs due to unforeseeable factors in the material despite adherence to correct procedures.
B II. DOCUSAVE PREVENTION
The business area “docusave Prevention” comprises all services provided by docusave related to prevention, in particular analysis, consultation, holding conferences, courses, and other events.
23. Intellectual property
23.1 All content, documentation, and expertise that docusave makes available during analyses, consultations, conferences, courses, and other events are the intellectual property of docusave.
23.2 Neither content nor documentation may be used, passed on to third parties, or utilised for purposes other than those contractually agreed without first obtaining the consent of docusave.
24. Video and audio recordings
No video or audio recordings may be made on docusave premises without the express consent of docusave.
B III. DOCUSAVE RESEARCH
The business area “docusave Research” applies to all services provided by docusave related to engineering or concept design, in particular the creation of constructions, concepts, plans, and database developments.
26. Intellectual property
26.1 All content and documentation that docusave makes available during conferences, courses, and other events are the intellectual property of docusave.
26.2 Neither content nor documentation may be passed on to third parties or utilised for purposes other than those contractually agreed without the consent of docusave.