of
GRAF FORM GMBH
Version 1.0 – 01.2025
Scope
These Terms and Conditions govern all contractual relationships between clients and GRAF FORM GmbH (hereinafter referred to as “GFG”) relating to services and products provided by GFG, whether paid or free of charge, unless otherwise agreed in writing.
All deliveries, services, and product solutions provided by GFG are governed exclusively by these Terms and Conditions, even if no explicit reference is made to them in individual cases. By ordering or using products or services provided by GFG, the client accepts these Terms and Conditions.
Any conflicting or deviating terms and conditions of the client are hereby expressly excluded unless explicitly accepted by GFG in writing. Any amendments or deviations from these Terms and Conditions shall only be valid if confirmed by GFG in writing.
Offers, Contract Formation, Pricing, and Rights of GFG
Offers made by GFG in price lists, advertisements, or other sales documentation are non binding and subject to change without notice. Orders shall only become binding upon written confirmation by GFG.
Information contained in sales documentation, including drawings, illustrations, quantities, specifications, or service descriptions, is provided for general informational purposes only and shall not be deemed a guarantee of specific characteristics or properties unless expressly confirmed in writing.
In the event of late payment by the client, GFG reserves the right to suspend deliveries and services until outstanding amounts have been settled. Unless otherwise agreed, the prices stated in the order confirmation shall apply and are fixed at the time the order is placed.
Unless otherwise agreed, all prices are exclusive of applicable value added tax (VAT).
For on site services provided at the client’s premises, travel time and travel expenses may be charged separately.
GFG reserves the right to modify or adapt services where necessary or justified by operational, technical, or legal requirements.
GFG may engage third parties or subcontractors for the provision of services.
Provision of Products and Services
GFG provides the client with password protected Internet access to the agreed services, product solutions, and related data within the scope defined by the respective contract.
Access to data is provided exclusively through the product solution itself or through standardized interfaces made available by GFG. No other methods of access are permitted.
Issue Resolution
Where reasonably possible, GFG will provide advance notice of service interruptions required for maintenance, issue resolution, system updates, or the implementation of new technologies.
GFG provides technical support for questions relating to the use and installation of its services. Information regarding support availability, operating hours, and applicable fees may be obtained from GFG during regular business hours.
GFG does not assume responsibility for costs arising from support services provided by third parties.
Service disruptions and technical issues will be addressed as quickly as reasonably possible. GFG shall not be held liable for interruptions or temporary unavailability resulting from maintenance work, issue resolution, system updates, the implementation of new technologies, or similar operational measures.
If a client requests the investigation or resolution of an issue which, following examination by GFG, is determined to have been caused by the client’s own infrastructure, systems, equipment, or improper use, the client shall bear the resulting costs.
For the prevention or resolution of technical issues, GFG may require the client to implement reasonable measures within the client’s own systems or infrastructure, such as installing updates or applying configuration changes. Where an issue cannot otherwise be resolved, the client shall carry out the required modifications at its own expense.
Payment
Invoices are payable net within 30 days from the invoice date.
For service engagements, including project related work, an advance payment of 25% of the total order value as specified in the order confirmation shall be due upon commencement of the engagement. During the course of the project, GFG may invoice additional instalments. The remaining balance shall be invoiced upon completion of the engagement or project.
Payment shall be deemed received only once GFG has access to the full invoiced amount.
If the client defaults on payment, GFG shall be entitled to charge default interest at a rate of 5% per annum on the outstanding amount. During the period of default, GFG may suspend services, deactivate subscription based services, withdraw from the contract, and claim damages resulting from the breach of contract.
All outstanding amounts shall become immediately due if the client defaults on payment, materially breaches contractual obligations, or if circumstances become known that may adversely affect the client’s creditworthiness, including but not limited to suspension of payments, insolvency proceedings, or similar financial circumstances.
In such cases, GFG shall be entitled to suspend outstanding deliveries or services or to provide them only against advance payment or appropriate security.
Limitation of Liability
To the extent permitted by applicable law, any liability of GFG and its employees, agents, subcontractors, or service providers for damages arising from non performance, breach of contract, pre contractual obligations, or unlawful acts is excluded, except in cases of intentional misconduct or gross negligence.
GFG accepts no liability for indirect, incidental, consequential, or special damages arising from the use of the provided products, services, or product solutions, including but not limited to loss of profit, loss of data, business interruption, or claims by third parties.
To the extent permitted by applicable law, any liability for a specific technical, operational, or economic outcome is expressly excluded. Liability for slight negligence is also excluded unless mandatory statutory provisions provide otherwise.
Where third party software, platforms, or services are used, including but not limited to solutions provided by Microsoft or Google, the liability limitations and terms of the respective providers shall additionally apply.
Intellectual Property, Usage Rights, and Product Warranty
To the extent that software, platforms, or product solutions form part of the agreed services, they are provided to the client solely for the client’s own internal use. The client may not copy, resell, sublicense, or otherwise make such solutions available to third parties. The applicable license terms and usage conditions of the respective manufacturer or provider shall apply exclusively.
Where third party software, services, or intellectual property is integrated, including but not limited to RSS feeds, Google Maps, or similar services, the client undertakes to comply with the applicable license terms of the respective provider. GFG merely provides the technical integration of such services and accepts no liability in connection with their licensing, availability, functionality, or use.
Software and related solutions constitute intellectual property and may not be reverse engineered, decompiled, modified, or reproduced beyond the scope permitted by applicable law. Copyright notices, trademarks, and other proprietary markings may not be altered, removed, or concealed.
GFG expressly notes that, according to the current state of technology, software and software based solutions cannot be guaranteed to operate uninterrupted, continuously available, or entirely free from errors in all possible environments, applications, or module combinations.
GFG warrants that the agreed software or solution substantially complies with the contractual specifications during the term of the contract. Any rights of rescission, cancellation, or price reduction are excluded to the extent permitted by applicable law.
GFG further warrants that, at the time of implementation, the agreed solution is generally suitable for use in accordance with the contractual description and the applicable subscription or service agreement. Beyond this, the client shall have no further warranty claims.
In particular, GFG accepts no warranty or liability for the accuracy, completeness, legality, or compliant processing of data provided, entered, managed, or maintained by the client.
Data Protection
The use of the Internet involves inherent data protection and security risks. GFG implements appropriate and proportionate technical and organizational measures to protect data and systems but cannot guarantee complete protection against unauthorized access, misuse, data loss, or cyberattacks. The client remains responsible for implementing appropriate security measures to protect its own systems, infrastructure, networks, and data against unauthorized access or other malicious activities by third parties.
The client acknowledges that GFG may process personal data to the extent necessary for the fulfilment of contractual obligations and the provision of services. In order to provide efficient support and communication, the client further agrees that GFG may process and use such data internally, including for information relating to products, services, updates, and related business communication.
GFG is entitled to process data relating to the business relationship with the client, regardless of whether such data originates from the client or from third parties, in accordance with applicable Swiss and European data protection laws.
Personal client data will be treated confidentially and will not be disclosed to unauthorized third parties.
GFG reserves the right to reference clients, including company names, logos, products, and projects, on the GFG website, in presentations, and in other reference materials. If the client does not wish to be included in such references, this must be communicated to GFG in writing.
Amendments to the Terms and Conditions
The current version of these Terms and Conditions is published on the GFG website at http://www.grafform.ch.
GFG reserves the right to amend its prices, services, and these Terms and Conditions at any time. Clients will be notified of any material changes in writing by letter or email.
Unless the client objects in writing before the changes become effective, the amended Terms and Conditions shall be deemed accepted as of their effective date.
Severability
If any provision of these Terms and Conditions is held to be invalid, unlawful, or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.
Any invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original economic intent and purpose.
Jurisdiction
The exclusive jurisdiction for all disputes arising directly or indirectly from these Terms and Conditions or the related contractual relationship shall be Winterthur, Switzerland.
These Terms and Conditions and the related contractual relationship shall be governed exclusively by Swiss law.
Version and Publication
This is version 2025.01 and is effective as of 01 January 2025.