Terms & Conditions

1.1 Scope of application

These General Terms and Conditions (GTC) govern the collaboration between codebar Solutions AG (hereinafter “codebar”) and its customers. They apply to all offers, services and products of codebar unless otherwise agreed in the individual contract. Deviating terms of the customer apply only if expressly acknowledged by codebar in writing.

1.2 Offers & placing of orders

Offers are valid for 30 days unless stated otherwise. For software development services, offers are based on estimates; effort and deadlines may vary over the course of the project. An order is concluded when the customer confirms the offer in writing or signs it digitally. Changes to the scope of services (change requests) are possible at any time and are charged separately on a time-and-materials basis unless otherwise agreed.

1.3 No right of revocation

Orders cannot be revoked once placed. This applies in particular to licence orders: ordered licences are excluded from revocation.

1.4 Start of contract

Services take effect on the agreed date or, in the absence of a date, upon commencement of the work.

1.5 Contract term & termination

Project contracts end with the handover or acceptance of the deliverables. Recurring contracts (e.g. support, maintenance and licence contracts) generally run from 1 January to 31 December. Contracts do not renew automatically; continuation requires renewal.

1.6 Prices

All prices are net in Swiss francs (CHF), excluding VAT. Services are charged based on actual effort at the agreed hourly rates unless a fixed price has been agreed in writing.

1.7 Payment terms

Invoices are payable within 14 days without deduction. In the event of late payment, default interest of 5% is owed.

1.8 Customer default of payment

In the event of default of payment, codebar may pause ongoing work, restrict data access (where hosting is provided by codebar), and charge default interest as well as the resulting effort.

1.9 Extraordinary termination

Immediate termination of the contract is possible in the event of a serious breach of contract, insolvency or bankruptcy, or refusal of cooperation by the customer.

2.1 Provision of services

codebar provides all services to the best of its knowledge and in accordance with the current state of the art. Services may be provided in part by qualified third parties.

2.2 Project methodology

Unless otherwise agreed, projects are carried out using agile methods (e.g. Scrum/Kanban). The customer undertakes to prioritise requirements, provide feedback within a reasonable time, and grant approvals per sprint or release.

2.3 Deadlines

Deadlines are estimates and not binding unless expressly guaranteed. Delays caused by the customer (e.g. missing data, input or decisions) extend the deadlines accordingly.

2.4 Handover & acceptance

Acceptance takes place formally by acceptance protocol, automatically 14 days after delivery if no written notice of defects is received, or through productive use of the software.

2.5 Warranty

codebar warrants for 3 months from acceptance that the software complies with the agreed requirements. The following are not considered defects: new requirements or feature requests, third-party issues (hosting, browsers, operating systems, external APIs), and modifications made by the customer or third parties. The warranty is limited to rectification.

2.6 Customer's own fault

In the case of unauthorised modifications (code, systems, deployments) or improper use, all claims lapse.

2.7 Change management

All changes to the scope of services are considered change requests and are charged on a time-and-materials basis unless otherwise agreed in writing.

2.8 Additional effort

The following in particular are charged separately: fault analysis of third-party software or customer systems, restoration after data loss without a backup contract, additional iterations due to missing information from the customer, and work outside normal working hours.

2.9 Customer's duties to cooperate

The customer provides all necessary cooperation in good time, in particular the provision of system access and test data, timely feedback, approvals and contact persons, ensuring the IT security of its own infrastructure, and carrying out its own acceptance tests. If the customer fails to meet these obligations, codebar may charge for the additional effort.

3.1 Ownership & rights of use

Unless otherwise specified in the individual contract, codebar retains all rights to generic components, frameworks, libraries, tools and development know-how. The customer receives a non-exclusive right of use, unlimited in time, to the parts developed specifically for the customer.

3.2 Delivery of source code

The customer receives the source code if this is part of the contract. Without a specific agreement, the customer receives access to build artefacts but has no claim to internal tools, frameworks or process documentation.

3.3 Third-party software & open source

Where third-party software or open-source components are used, their respective licence terms apply.

4.1 Scope of liability

To the extent permitted by law, codebar's liability is limited to the value of the last three monthly invoices or a maximum of CHF 50,000, whichever is lower.

4.2 Exclusions of liability

codebar is not liable for indirect damage (e.g. loss of revenue, production downtime or data loss), problems caused by third-party software or external systems, hosting or infrastructure failures on the customer's side, or security incidents in the absence of a corresponding security contract.

4.3 Data backup

The customer is responsible for backups unless a hosting or backup contract has been concluded.

Support services are provided on a time-and-materials basis unless a maintenance contract exists. SLA levels are governed by separate contracts.

Both parties undertake to keep all confidential information secret, including beyond the end of the contract. codebar may refer to the collaboration as a reference unless the customer objects in writing.

codebar may assign contracts or parts thereof to affiliated companies.

Should individual provisions of these GTC be invalid, they shall be replaced by provisions that come closest to the economic purpose. The validity of the remaining provisions remains unaffected.

Swiss law applies. The place of jurisdiction is Basel-Landschaft or the registered office of codebar Solutions AG, unless otherwise agreed.

In the event of discrepancies between the German and English versions of these GTC, the German version prevails.