Scope
These terms apply to all offers, order confirmations, deliveries and services of Axtero Chris Leduc ("Axtero"). They apply to individuals, legal entities, partnerships and other organisations acting in the course of their business, professional or institutional activities ("the customer"). They do not apply to individuals acting solely for personal or household purposes.
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.
Expressly agreed deviations prevail for the matters they address. The data processing agreement governs personal-data processing. The Statement of Work defines the services and service commitments. The offer defines prices, quantities, billing periods and supplier commitments. These terms govern the remaining matters. The agreement identifies the applicable version of each document.
This version applies to new agreements concluded on or after 14 November 2026. An individual agreement may expressly make this attached version applicable from an earlier date. Existing agreements change only under their applicable amendment or acceptance process.
If the language versions differ, the English version prevails.
Offers and conclusion of contract
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.
Services
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. Where a particular result is owed, the offer says so. Where a fixed deliverable is agreed, it is described in the offer.
Axtero works worldwide, on-site and remotely, as agreed in the offer. On-site work, travel time and travel costs are charged separately unless the offer includes them.
Customers may submit support requests at any time through the published contact channels. Support is provided on a best-effort basis unless the agreed service description specifies a response commitment. Service hours, response times and enhanced availability are agreed separately.
Third-party products, licences and subscriptions
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 prices for third-party products are determined by the vendor. Changes to the customer’s subscription or licence charges follow the price-adjustment mechanism expressly agreed in the offer and section 20. Individually agreed fixed prices remain binding.
The customer is responsible for holding sufficient licences for its use, and for complying with the vendor's terms.
The customer's duties
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, their recoverability and recovery tests, except to the extent that the agreed service description expressly places these duties with Axtero. The service description identifies the backup scope and any agreed checks or restore tests.
The customer confirms it is entitled to grant Axtero access to the systems and data concerned.
Appointments and cancellation
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.
Fees, invoicing and payment
Prices are in Swiss francs and exclude value added tax and any third-party charges, which are shown separately.
Support charged by time is billed for the actual time worked, by the minute, at the rate stated in the offer. Other time and material work is charged at the agreed rates. Fixed-price work is charged as the offer sets out. Work outside the agreed scope requires the customer’s approval before it is charged.
Recurring management fees and subscriptions are invoiced in advance for the billing period stated in the offer. Support charged by time and additional work are invoiced after performance. Each invoice identifies the applicable service period. The offer states how variable usage is measured and how advance charges are adjusted.
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.
Term and termination of recurring services
Recurring management services begin on the date stated in the service description. Unless the offer expressly states a different term, these services have no minimum term.
Either party may terminate recurring management services at the end of a calendar month by giving at least 30 days’ notice in text form. The notice period runs from receipt. A different term or notice period applies only where expressly agreed in the offer.
The offer identifies any supplier commitment period, renewal rule and cancellation deadline that the customer must accept before Axtero places the order. Ending Axtero management services does not end a separately agreed supplier commitment. The customer remains responsible for the agreed supplier charges until the earliest available termination date. Axtero submits the cancellation promptly and takes reasonable steps to avoid further costs. Duplicate charges are excluded.
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.
Mandatory termination rights remain reserved.
Dates and delivery
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.
Force majeure
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.
Warranty
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.
Liability
The caps and exclusions in this section do not apply to damage caused by Axtero’s own intent or gross negligence, personal injury, or liability that mandatory law does not permit the parties to limit. This includes Axtero’s own intent or gross negligence in selecting, instructing or supervising substitute providers. Liability arising solely from a substitute’s negligence is addressed below.
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. Insurance does not increase this cap.
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. The data-loss exclusion does not apply to reasonable and necessary direct restoration costs caused by ordinary negligence in performing Axtero’s expressly agreed backup duties, including authorised delegated performance. Those costs remain subject to the same cap.
Axtero is responsible for the agreed services performed by authorised substitute providers. Liability arising solely from a provider’s negligence, including gross negligence, is subject to the same caps and exclusions as ordinary-negligence claims against Axtero, to the extent permitted by law. The unlimited exceptions above remain applicable.
The limits in this section do not apply where mandatory Swiss law provides otherwise.
Retention of title
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.
Confidentiality
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.
Data protection
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 and applies appropriate technical and organisational measures. The customer generally authorises qualified subprocessors subject to equivalent obligations. Actual subprocessors and their processing scopes are listed in the provider annex to the data processing agreement.
Axtero notifies the customer of proposed additions or replacements sufficiently before processing begins to allow an objection. No further approval reply is required where the customer raises no objection. An objection must be resolved before the affected provider receives access. Stricter customer-specific restrictions remain applicable.
Customer data
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.
For customer-owned services, the customer retains ownership and administrator access. Axtero supplies the agreed configuration and recovery documentation.
For services operated through Axtero’s provider account, the service annex identifies account ownership, customer access, vendor transfer limits and the agreed exit procedure. Transfer assistance follows the agreed scope and the vendor’s supported process.
Intellectual property
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.
Subcontractors
The customer generally authorises Axtero to engage qualified providers for the agreed services, including continuity cover. An already authorised provider may perform work during an absence without a further approval request, within the authorised scope. Personal-data processing remains subject to section 15 and the data processing agreement.
Axtero binds each provider to appropriate confidentiality, security and data-protection obligations. Each person receives named, limited and revocable access. Axtero remains the contractual contact and is responsible subject to section 12. Delegation does not transfer the customer contract or add service commitments beyond the agreed service description.
References and case studies
Axtero may use the customer’s name, logo, project description, results or quotations as a reference only after the customer gives prior written approval for the specific content and intended use. Email approval is sufficient.
Axtero respects the customer’s brand guidelines and does not imply endorsement beyond the approved reference.
The rights in this section are limited to these reference uses. Confidential information and personal data remain subject to sections 14 to 16. Publication of personal data requires a separate lawful basis.
The customer may object to reference use or withdraw a case-study approval at any time in writing, with effect for the future. Axtero then removes the affected content from channels it controls and stops further distribution. Copies already distributed do not have to be recalled.
Amendments and assignment
Axtero may make proportionate changes needed to comply with law, address security risks or meet changed supplier requirements. These changes must preserve the agreed service purpose and service levels.
Recurring prices may change under a price-adjustment mechanism expressly agreed in the offer. Individually agreed fixed prices remain binding.
Axtero gives the customer direct notice in text form at least 30 days before a change takes effect. The notice explains the change, its reason, its effective date and the customer’s termination right.
If a change disadvantages the customer, the customer may terminate the affected recurring service before it takes effect. This right applies regardless of the ordinary notice period. Existing supplier commitments expressly accepted by the customer remain payable until their earliest cancellation date.
Changes to liability, core service scope or new supplier commitments require express agreement. Continued use alone does not accept those changes.
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.
Severability
If a provision is invalid, the remaining provisions continue to apply to the extent permitted by mandatory law. The parties seek to agree a lawful replacement that reflects the original commercial purpose.