AGBs

“echo charlie” GmbH
Bahnhofplatz 7
7000 Chur
www.echo-charlie.app
support@echo-charlie.app

Overview

Status: June 2024

A General

A.1. Scope of the contractual conditions

echo charlie” GmbH supplies the customer with products or provides services of various kinds. These provisions regulate the terms and conditions for the individual types of contract in the following sections. The provisions listed in Section A govern those points that apply to all types of contract.
Should individual provisions of these GTCs prove to be invalid or ineffective, they shall be replaced by a provision that comes closest to the intended purpose of the invalid or ineffective provisions. Furthermore, the validity and effectiveness of the remaining provisions shall remain unaffected.
Changes to these General Terms and Conditions of Contract shall be made known to customers in an appropriate manner. They shall enter into force without written objection by the customer within one month.

A.2. Individual contract

An obligation to deliver or perform on the part of “echo charlie” GmbH or the customer arises upon conclusion of an individual contract. This is concluded by the signing of a valid offer, order confirmation or by an online order, order in an app store or order placement by the customer. By concluding an individual contract, the customer expressly acknowledges the applicability of the respective valid contractual conditions.
The delivery of products is subject to the rules of sales law. Unless otherwise agreed below, the provisions of Art. 184 et seq. of the Swiss Code of Obligations shall apply. In the absence of a written agreement to the contrary, each individual delivery is to be regarded as a separate purchase contract.
Services are subject to the law of simple contract. Unless otherwise agreed below, the provisions of Art. 394 et seq. of the Swiss Code of Obligations shall apply. The agreement of a different type of contract, in particular a contract for work and services (maintenance/hotline contract), requires the written form. The conclusion of a contract for work and services requires careful clarification of the customer’s wishes and the facts of the case. Unless otherwise agreed, these clarifications shall be carried out in accordance with the rules on the provision of services and shall be remunerated in accordance with these rules.
The installation of products is subject to the rules provided for the provision of services, supplemented by the following special provisions.

A.3. Protection of the rights of “echo charlie” GmbH

The customer undertakes to respect all rights of “echo charlie” GmbH (e.g. intellectual property, copyrights and rights of use) and to refrain from doing anything that could infringe these rights.

A.4. Data protection

echo charlie” GmbH and the customer are obliged to treat data and information that is not generally accessible as confidential, i.e. to use it only within the scope of their mutual business relationship.

A.5. Responsibility of the customer

The customer is responsible for the selection and use of the products and for the results achieved. He is also responsible for the necessary security measures to protect the programs and the stored data from destruction, theft or misuse and in particular for the creation of backup copies and their appropriate storage.

A.6. Obligation of the customer to provide support

The customer undertakes to support the activities of “echo charlie” GmbH. In particular, he shall create all technical, operational and personnel requirements in his company free of charge, insofar as these are necessary for the proper provision of services by “echo charlie” GmbH. This includes the appointment of contact persons, the timely provision of relevant information, the provision of documents, the review and acceptance of concepts, the provision of the spatial and technical facilities in accordance with the installation specifications of “echo charlie” GmbH and the provision of test data.

A.7. Dates/Working hours

The approximate delivery and fulfillment dates agreed in the respective individual contract are subject to force majeure events such as war, strikes, transport difficulties, Internet outages and official import bans as well as delays in delivery by suppliers of “echo charlie” GmbH.
echo charlie” GmbH provides its services during normal working hours, subject to the availability of its staff. This is deemed to be the time from 08.00 to 12.00 and 13.00 to 17.00, from Monday to Friday, excluding public holidays and local Fridays.

A.8. Substitution

echo charlie” GmbH is entitled to call in third parties to perform the services or to transfer the performance to third parties.

A.9. Product features

We reserve the right to change product data and properties, provided that this does not jeopardize the functionality and does not impair the intended use by the customer. Any price difference will be taken into account.

A.10. Prices and terms of payment

A.10.1. Prices

The prices for the individual deliveries or services (license fees, sales prices, fees, etc.) are set out in the individual contracts. They include all taxes and duties applicable at the time the contract is concluded.

A.10.2. Transportation and shipping costs

Unless otherwise agreed, the transportation and shipping costs shall be borne by the customer.

A.10.3. Fees

echo charlie” GmbH is entitled to adjust the amount of the periodic (recurring) fees for maintenance contracts and the hourly rates for services at the beginning of each new contract or calendar year in line with changes in cost factors. Such adjustments will be announced by “echo charlie” GmbH at least 3 months before they come into effect.

A.10.4. Invoicing

When concluding an individual contract that exceeds the net amount of Fr. 10,000, “echo charlie” GmbH may invoice one third of the amount when the order is placed and the remaining two thirds after delivery or provision of the service. The periodic fees are invoiced in advance on an annual basis. In all other cases, “echo charlie” GmbH shall invoice the customer after delivery or provision of the service, whereby partial deliveries are permissible.

A.10.5. Maturity

All invoices are due for payment strictly net within the agreed period. In the event of default, default interest of 5% shall be owed from the first reminder from the due date.

A.10.6. Right of withdrawal

If the customer is in arrears with payment, “echo charlie” GmbH is entitled to withdraw from the contract after the expiry of a grace period of at least 10 days set in writing and to repossess the delivered products or to suspend access to the online platform. In addition, “echo charlie” GmbH is entitled to compensation for inconvenience and loss of profit amounting to 25% of the agreed price or the fees owed for 6 months.

A.10.7. Offsetting

The customer is only entitled to offset counterclaims recognized in writing by “echo charlie” GmbH or legally established counterclaims against the claims of “echo charlie” GmbH.

A.11. Liability

The “echo charlie” is not liable for damages resulting from slight negligence.
For damages in connection with a warranty claim, as well as due to lack of care in connection with the provision of services, “echo charlie” GmbH assumes liability up to the amount of one third of the contract price, but not exceeding an amount of CHF 10,000.00 in the event of gross negligence. On the other hand, “echo charlie” GmbH excludes all contractual and non-contractual liability for damages resulting from the negligent conduct of its bodies and auxiliary persons as well as for consequential damages in accordance with section A.11 Point 5 off. Claims by third parties, in particular those who have acquired the “echo charlie” GmbH product from the customer, are excluded, with the exception of any patent and copyright claims (see Section A.14).

The liability of “echo charlie” GmbH for the recovery of data is excluded, unless “echo charlie” GmbH has caused their destruction through gross negligence.

The liability of “echo charlie” GmbH for subcontractors, third-party suppliers or service providers engaged with or without the customer’s consent, depending on the business case and at the discretion of “echo charlie” GmbH, is excluded.

All claims of the customer, except those expressly stated in these terms and conditions, irrespective of the legal grounds on which they are made, in particular any claims for damages, reduction or withdrawal from the contract not expressly stated, are excluded. Under no circumstances shall the customer be entitled to claim compensation for damage that has not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit, additional personnel costs, other indirect damage and third-party claims.
It is explicitly pointed out that the “echo charlie” app is not an emergency device with redundant security settings. Redundant emergency systems should be installed in institutions with potentially dangerous situations. echo charlie” GmbH is not liable for damage to life and limb (personal injury) if a call is not possible in an emergency situation.

Industrial property rights
Unless otherwise agreed, “echo charlie” GmbH assumes no liability that the products supplied by it do not infringe the industrial property rights of third parties (patents, copyrights or other property rights). The customer is obliged to inform “echo charlie” GmbH immediately and in writing if such violations are asserted against him.

If the delivered products have been created according to the customer’s designs or instructions, the customer shall indemnify “echo charlie” GmbH against all claims asserted against “echo charlie” GmbH due to infringements of third-party industrial property rights. Any legal costs (court and lawyer’s fees) shall be advanced by the customer to an appropriate extent.

Software license rights
With the delivery and payment of software programs, no ownership of the program is acquired, only the right of use. The programs remain the property of the manufacturer. The use of the software programs is subject to the respective license rights of the manufacturer and can be requested independently from “echo charlie” GmbH or the manufacturer before purchasing the software. “echo charlie” GmbH is not entitled to decide on or dispose of any license rights of other manufacturers. echo charlie” GmbH accepts no liability for incorrect licensing by end users and cannot be held liable for consequential damages. The customer acknowledges the existing copyrights to data carriers, program manuals, etc. in accordance with Swiss copyright law.

A.12. Partial invalidity

Should parts of these contractual terms and conditions or the individual contracts be void or become legally invalid, the remaining parts and provisions shall continue to apply. The gaps in the contract resulting from the void or legally ineffective parts must be filled in such a way that the economic purpose of the legally ineffective parts is preserved as far as possible.

A.13. Written form
The contractual terms and conditions and the individual contracts contain all agreements between “echo charlie” GmbH and the customer. Amendments, supplements and terminations of the contractual conditions must be made in writing.

A.14. Patents and copyrights
echo charlie” GmbH has only the obligations stated here in the event of infringements of property rights or copyrights. It shall not be liable for injuries resulting from the combination, operation or use of products supplied under this contract with products or programs not supplied by “echo charlie” GmbH or resulting from the use of a program not supplied under this contract if the injuries could have been avoided by using other software. Furthermore, “echo charlie” GmbH shall not be liable for injuries caused by changes made by the customer or third parties to the products supplied under this contract.

A.15. Secrecy

Both parties mutually undertake to maintain confidentiality with regard to all perceptions that are part of the business confidentiality. This also includes information, ideas, concepts and processes relating to the licensed material. The scope of confidentiality can be adapted to the respective circumstances by contractually agreeing specific measures.

A.16. Place of jurisdiction

These contractual conditions and the individual contracts are subject to Swiss law. The place of jurisdiction is the domicile of “echo charlie” GmbH.

B License agreement for “echo charlie” GmbH programs

B.1. Subject matter of the contract

echo charlie” GmbH is the owner of the intellectual property rights and industrial property rights (copyrights, patents) of all programs of “echo charlie” GmbH. It grants the customer the non-transferable and non-exclusive license right for personal use of the programs of “echo charlie” GmbH specified in the individual contracts.

B.2. Right of use

The customer undertakes to use the programs of “echo charlie” GmbH only for his own use and not to transfer them, including the documentation, in whole or in part, to third parties or to make them accessible in any other way. With the exception of the right of use for the customer, all rights to the “echo charlie” GmbH programs remain with “echo charlie” GmbH, even if changes or extensions are made to them. Until the license fees have been paid in full, “echo charlie” GmbH may restrict or block the right to use the “echo charlie” GmbH programs. Without the express written authorization of “echo charlie” GmbH, no additional copies of the “echo charlie” GmbH programs and the associated documentation, with the exception of backup copies, may be made or edited by the customer or third parties. If the customer uses the “echo charlie” GmbH programs on several independent or networked computers, he must acquire the corresponding license rights for each of these computers. In the event of infringement of this right of use, the customer shall owe a contractual penalty in the amount of five times the license fee. Payment of the contractual penalty does not release the customer from the obligation to fulfill the contract. “echo charlie” GmbH is also entitled to terminate the contract without notice.

B.3. Warranty

The customer is aware that, according to the current state of the art, software cannot be guaranteed to be completely free of errors. Subject to this restriction, “echo charlie” GmbH provides the contractual warranty for its programs for a period of 12 months from the date of delivery. Within the scope of the warranty, “echo charlie” GmbH shall rectify program errors free of charge within a reasonable period of time. The customer must report the errors in writing and in a comprehensible form. echo charlie” GmbH cannot guarantee that the “echo charlie” GmbH programs can be used uninterrupted and error-free, in all possible combinations, with any hardware products and data, or that the correction of any program errors will prevent the occurrence of other program errors. If a program error can be traced back to a change in the conditions of use and operation, improper or unauthorized intervention in the programs, operating errors, etc., “echo charlie” GmbH shall be released from its warranty obligations. Any warranty by “echo charlie” GmbH for third-party software is excluded, even if such software is integrated into the programs of “echo charlie” GmbH.

B.4. Contract duration

The user software license agreement is concluded for an indefinite period. It can be terminated by either contracting party subject to a notice period of three months. Upon termination of the contract, the customer undertakes to destroy or delete all “echo charlie” GmbH programs and the corresponding documentation or to return them to “echo charlie” GmbH.

C Purchase agreement for hardware

C.1. Subject matter of the contract

echo charlie” GmbH shall supply the customer with the hardware and hardware-related products specified in the individual contract. This includes, for example, computers, peripheral and input devices, network components, operating software, standard programs, databases and consumables from third parties (hereinafter referred to as hardware).

C.2. Property

The products remain the property of “echo charlie” GmbH until the contract value has been paid in full.

C.3. Warranty

echo charlie” GmbH offers a warranty for defects in the hardware for which it is responsible due to faulty installation. The warranty period of the third party valid from delivery is generally twelve months. Different deadlines may be stipulated in the individual contract. During the warranty period, the third party is responsible for rectifying faults or defects. echo charlie” GmbH coordinates the fulfillment of the guarantee services by the third party. If “echo charlie” GmbH provides additional services for the customer that are not covered by the third party’s guarantee, these shall be subject to a charge. The warranty does not cover the repair of damage caused by incorrect operation or the replacement of consumables and data carriers. echo charlie” GmbH cannot guarantee that the hardware it supplies can be used uninterruptedly and error-free, in all possible combinations, with any software products.

D Maintenance contract for “echo charlie” GmbH programs

D.1. Subject matter of the contract

echo charlie” GmbH offers the customer various contracts for the warranty extension and maintenance of the software that complement the supplier warranty services. Within the scope of these contracts, the availability, functionality and further development of the “echo charlie” GmbH programs supplied to the customer in accordance with the individual contract is guaranteed. This excludes third-party software components, even if these are integrated into the “echo charlie” GmbH programs or are a prerequisite for the functioning of the “echo charlie” GmbH programs. If it becomes necessary to replace such software components, the corresponding costs will be charged separately to the customer by “echo charlie” GmbH.

D.2. Services

The supplementary warranty and maintenance contract for “echo charlie” GmbH programs may include the following services, the nature of which is specified in the individual contract:

D.2.1. Remote support

If the customer has the appropriate communication equipment, “echo charlie” GmbH also offers the possibility of direct support in problem situations on the customer’s computer via the Internet.

D.2.2. Updates

echo charlie” GmbH periodically provides the customer with the improvements and innovations incorporated into the “echo charlie” GmbH programs in the form of updates. The installation of updates by “echo charlie” GmbH is possible, but subject to a charge. Newly developed, completed programs are not considered updates. Program modules.

D.2.3. Follow-up services

If updates lead to subsequent services (adaptation of printed documents, labels, barcode sheets, individual programs, data re-entry, etc.), these shall be charged to the customer.

D.3. Hotline and support times

echo charlie” GmbH generally provides its hotline and support services during normal working hours. If the customer reports a software fault, “echo charlie” GmbH shall commence work to rectify the fault within the response time defined in the individual contract. The duration of the repair work cannot normally be predicted. However, “echo charlie” GmbH endeavors to keep the repair time as short as possible.

D.4. Warranty

echo charlie” GmbH undertakes to provide the contractually agreed maintenance services. However, it cannot guarantee the success of its services or that the “echo charlie” GmbH programs can be used uninterrupted and error-free, in all possible combinations, with any hardware products and data, or that the correction of any program errors will prevent the occurrence of other program errors.

D.5. Contract duration

The maintenance contract for “echo charlie” GmbH programs is concluded for an indefinite period. It can be terminated by either contractual partner at the end of a contractual year, subject to a notice period of 2 months.

E Service contract

E.1. Subject matter of the contract

The service agreement regulates the conditions for the provision of services such as consulting, project management, hardware and software installation, training, customized program development, clarifications with third parties, data transfer and similar services on behalf of the customer, unless they are covered by an existing software or hardware maintenance contract. The type and scope of the respective services and supplementary contractual provisions are set out in the individual contract.

E.2. Duty of care

The agreed services shall be provided by “echo charlie” GmbH in accordance with the principles of proper professional practice and the level of knowledge and experience available to it.

E.3. Work result

Services are generally deemed to have been provided and accepted when the work result has been handed over to the customer.

E.4. Warranty
In the case of services, “echo charlie” GmbH guarantees that the work result handed over to the customer corresponds to the specification set out in the individual contract at the time of handover. However, it cannot guarantee the success of its services.

E.5. Rights
All work results created for the customer on the basis of the contract with the corresponding property rights belong to both contracting parties after full payment of the amounts stipulated in the contract. This does not apply to customer-specific program developments that are based on or derived from “echo charlie” GmbH programs. These are subject to the user software license agreement. echo charlie” GmbH may freely dispose of ideas, concepts, know-how and techniques developed by “echo charlie” GmbH alone or jointly with the customer.