General terms and conditions

These terms apply to every offer, order confirmation, delivery and service of Axtero Chris Leduc, Basel ("Axtero"), to business customers, public bodies and educational institutions ("the customer"). They do not apply to consumers.

The customer's own general terms do not apply, even where Axtero has not expressly objected to them and performs without reservation. Terms that differ from these apply only where Axtero has accepted them in writing.

Where a signed individual agreement, service description or offer conflicts with these terms, that document takes precedence for the point in conflict, and these terms continue to govern everything else.

Offers from Axtero are valid for 30 days from their date unless the offer states a different period, and are non-binding until confirmed.

A contract comes into effect when the customer accepts an offer in writing, in text form including email, or when Axtero confirms an order, or when Axtero begins performing at the customer's request.

Product descriptions, datasheets and manufacturer specifications are informational. They are a warranted characteristic only where Axtero has described them as such in writing.

Axtero provides consulting, design, implementation, migration and ongoing management for Apple devices and the systems around them, together with the products Axtero publishes at axtero.com. What is owed in a given engagement is defined by the offer or service description, and by nothing else.

Unless the offer expressly states otherwise, Axtero owes diligent performance rather than a particular result. Where a fixed deliverable is agreed, it is described in the offer.

Axtero performs remotely by default. On-site work, travel time and travel costs are charged separately unless the offer includes them.

Support and response commitments apply only where a service description states them, and only during the service hours it names.

Where Axtero supplies or arranges third-party hardware, software, licences or subscriptions, the manufacturer's or vendor's own terms govern the use of that product. The customer accepts those terms directly with the vendor.

Axtero grants no rights of use in third-party products beyond those the vendor grants, and gives no warranty of its own for them.

Availability, functionality, versioning, end of support and price changes for third-party products are determined by the vendor. Axtero passes on vendor price changes for subscriptions and licences with effect from the vendor's own effective date.

The customer is responsible for holding sufficient licences for its use, and for complying with the vendor's terms.

The customer provides, in good time and at no charge, the access, information, credentials, network connectivity, physical access and decisions that Axtero needs to perform. Axtero is not in default for delays caused by their absence.

The customer names a contact authorised to give instructions and take decisions for the engagement.

The customer is responsible for its own data backups, for the recoverability of those backups, and for testing recovery, unless a signed service description places backup expressly with Axtero.

The customer confirms it is entitled to grant Axtero access to the systems and data concerned.

Appointments are binding once confirmed by both sides.

Where the customer cancels or postpones a confirmed appointment less than 48 hours before it starts, or is not reachable at the agreed time, Axtero may charge 50 per cent of the scheduled service value, plus any travel costs already incurred.

Where Axtero cancels a confirmed appointment less than 48 hours before it starts, other than for a reason under section 10, Axtero offers a replacement appointment at the earliest mutually possible time and charges no cancellation fee.

Prices are in Swiss francs and exclude value added tax and any third-party charges, which are shown separately.

Time and material work is charged at the rates in the offer, in the units the offer states. Fixed-price work is charged as the offer sets out. Work outside the agreed scope is charged as time and material after the customer has approved it.

Recurring services are invoiced in advance for each period. Other work is invoiced monthly in arrears or on completion.

Invoices are payable within 30 days of the invoice date without deduction. The customer may not offset against Axtero's claims or withhold payment on account of disputed claims, unless the counterclaim is undisputed or has been established by a court.

After the payment period expires the customer is in default without a reminder, and default interest of 5 per cent per annum applies. Axtero may suspend performance of recurring services after giving 10 days' written notice while an undisputed invoice remains unpaid.

Recurring services begin on the date stated in the service description and run for the initial term stated there. Where no initial term is stated, they run for 12 months.

After the initial term the service continues indefinitely and either party may terminate it in writing with three months' notice to the end of a month.

Either party may terminate for good cause at any time. Good cause includes an unremedied material breach that persists 30 days after written notice, and insolvency of the other party.

On termination Axtero provides, at the customer's request and against payment at the applicable rates, reasonable assistance in transferring the service to the customer or to a successor, including an export of the configuration and documentation Axtero holds for the customer.

Dates are binding only where they are described as binding in writing. Other dates are estimates.

Partial deliveries and partial performance are permitted where they are reasonable for the customer.

Where a binding date is missed for a reason Axtero is responsible for, the customer sets a reasonable grace period in writing before asserting any further right.

Neither party is liable for a failure to perform caused by an event outside its reasonable control, including natural events, epidemics, war, civil unrest, official orders, strikes, failures of public networks or energy supply, and failures or discontinuations at a third-party vendor.

The affected party informs the other without delay and both parties agree a revised schedule. Where the event lasts longer than 60 days, either party may terminate the affected part of the contract in writing.

Axtero warrants that its services are performed with the care and skill customary in the trade.

The customer examines deliveries and services without delay and reports defects in writing within 10 days of delivery or performance, and hidden defects within 10 days of discovery. Defects not reported in time are deemed accepted.

Where a service is defective, Axtero remedies the defect within a reasonable period. Where remedy fails twice, the customer may reduce the fee for the defective service or, for that service, withdraw from the contract.

For third-party hardware and software, the vendor's warranty applies and Axtero passes on the claim. Axtero may assist with a vendor warranty claim as a separately chargeable service.

Axtero is liable without limitation for damage caused intentionally or by gross negligence, and for personal injury.

For ordinary negligence Axtero is liable only for direct damage, and only up to the fees paid by the customer for the affected service in the 12 months before the event giving rise to the claim.

Liability for indirect and consequential damage is excluded within the limits of the law, including lost profit, loss of production, business interruption, loss of data and third-party claims.

Liability for auxiliary persons is excluded within the limits of the law.

The limits in this section do not apply where mandatory Swiss law provides otherwise.

Goods supplied by Axtero remain the property of Axtero until they are paid for in full. The customer authorises Axtero to make any entry in a retention of title register that is necessary for this.

Until title passes, the customer maintains and insures the goods at its own cost, and informs Axtero without delay of any third-party access to them.

Each party keeps confidential all non-public information it receives from the other, uses it only for the purposes of the contract, and discloses it only to personnel and subcontractors who need it and are bound to equivalent confidentiality.

This obligation survives the end of the contract for three years, and indefinitely for information that constitutes a trade secret or personal data.

It does not apply to information that is public without breach of this section, that the receiving party already held, that it develops independently, or that it must disclose by law or official order.

Both parties comply with the Swiss Federal Act on Data Protection and, where it applies, with the EU General Data Protection Regulation. How Axtero handles personal data on its own account is described in the privacy policy at axtero.com/legal/privacy.

Where Axtero processes personal data on the customer's behalf, the customer is the controller and Axtero is the processor. The parties conclude a separate data processing agreement, which takes precedence over these terms for that processing.

Axtero processes such data only on the customer's documented instructions, applies appropriate technical and organisational measures, and engages sub-processors only with the customer's general prior authorisation and subject to equivalent obligations.

Customer data remains the customer's property. Axtero acquires no rights in it beyond those needed to perform.

Axtero returns or deletes customer data at the customer's written request at the end of the contract, except where a retention obligation applies. Where the customer makes no request within 90 days of the end of the contract, Axtero may delete the data.

Axtero retains all rights in its own methods, tools, templates, scripts and documentation, including anything created before the engagement or independently of it.

Where Axtero creates a work specifically for the customer and the offer says so, the customer receives a non-exclusive, perpetual, non-transferable right to use it for its own internal business purposes, effective on full payment.

Axtero may continue to use the general knowledge, experience and know-how gained during an engagement.

Axtero may engage subcontractors. Axtero remains responsible to the customer for their performance as for its own.

Axtero names a customer, or uses a customer's logo, as a reference only with that customer's prior written consent. Consent may be withdrawn at any time with effect for the future.

Axtero may amend these terms. Axtero notifies the customer of a material amendment at least 30 days before it takes effect, and the customer may terminate the affected recurring service to the date the amendment takes effect. Continued use after that date counts as acceptance.

Neither party may assign the contract or rights under it without the other's written consent, except to a successor in the whole of its business.

Amendments to an individual agreement require text form.

Where a provision of these terms is or becomes invalid, the remaining provisions stay in force. The parties replace the invalid provision with a valid one that comes closest to its commercial purpose.

Swiss law applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

The exclusive place of jurisdiction is Basel, Switzerland. Axtero may also sue the customer at the customer's own seat.