General Terms and Conditions

General Terms and Conditions CloudPandas GmbH 1. Scope of Application 1. CloudPandas GmbH (hereinafter "we" or "Contractor") shall act for contractual partners (hereinafter "Client" or "User") exclusively on the basis of these General Terms and Conditions (hereinafter "GTC") in conjunction with the contract concluded with the Client in the individual case. 2. These GTC are an integral part of all contracts concluded between the Contractor and the Client regarding the services to be provided by the Client. 3. If a contract contains provisions that conflict with the provisions in these GTC, the provisions in the contract shall, in case of doubt, take precedence over the relevant provision in these GTC. Any other agreements that deviate from the provisions of these GTC must be made in text form, whereby correspondence via email suffices. 4. Any general terms and conditions of the Client shall not apply, even if we do not expressly object to their validity. Their validity is hereby objected to. Deviating, additional, supplementary or conflicting conditions shall only be included in a contract between CloudPandas GmbH and the Client if and to the extent that this has been expressly confirmed in writing by the Contractor. 5. Section 1, paragraph 4 also applies if any terms and conditions of the Client are to be included by means of a commercial confirmation letter. 2. Subject of the Contract 1. When the order is placed, the scope of services of the Contractor shall be defined in writing. The Contractor shall send the Client an offer for the services to be provided under corresponding conditions. Once the Client and the Contractor have agreed, the Contractor shall send the Client an order confirmation. The subject of the contract shall be those services of the Contractor, in terms of their content and scope, that are agreed upon and reflected in the order confirmation. 2. Changes or extensions to the defined scope of the order that arise during the proper execution of the order must be additionally agreed upon in writing in advance. 3. The Contractor is only obliged to provide the agreed services to the Client. The Client may only transfer its claims for the provision of the agreed service to third parties with the prior consent of the Contractor. 4. Should the Contractor provide further services in addition to the expressly agreed services without additional remuneration, the Client shall have no claim to their provision. 3. Payment and Payment Terms 1. Unless stated otherwise in the contract/order confirmation, prices specified therein are exclusive of statutory VAT. 2. The payment term is 14 days after receipt of the invoice by the Client. The date of receipt of payment in the account of CloudPandas GmbH is decisive for timely payment. 3. The Contractor accepts credit cards and payment of the invoice by bank transfer as valid payment methods. The Client must provide the Contractor with accurate and complete billing information, including full name, email address, address, country, postal code, phone number, and a valid payment method. Invoicing will be exclusively via email with the invoice in PDF format. 4. Client's Duty to Cooperate 1. The Client is obliged to cooperate insofar as this is necessary for the proper provision of services by the Contractor. 2. If the Client fails to fulfill its duty to cooperate, the Contractor is entitled to cease work, terminate the contract, and demand reasonable compensation. The Contractor must first request the Client to cooperate in writing, setting a reasonable deadline. 5. Liability Claims for damages by the Client against the Contractor are excluded, unless intentional or grossly negligent conduct on the part of the Contractor exists, an injury to life, body, or health is at issue, or the Contractor has violated a material contractual obligation. A "material contractual obligation" refers to such contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose observance the Client regularly relied and was entitled to rely. 6. Links to Other Websites 1. Our service may contain links to third-party websites or services that are not owned or controlled by CloudPandas GmbH. CloudPandas GmbH has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. 2. The inclusion of a link does not imply endorsement of the website by CloudPandas. Use of any such linked website is at the user's own risk. 3. Users further acknowledge and agree that CloudPandas GmbH shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. 4. We strongly advise the user to read the terms and conditions and privacy policies of any third-party websites or services that they visit. 7. Changes 1. CloudPandas GmbH reserves the right to modify or replace these Terms at its sole discretion at any time. 2. CloudPandas GmbH will notify the Client of a change at least three months before the new terms come into effect. 3. If the Client does not agree with the new terms, they must inform CloudPandas GmbH in text form at least one month before the announced effective date of the new terms. Without objection from the Client, their consent will be deemed given, and the contractual relationship will continue with the new GTC. 4. CloudPandas GmbH is obliged to inform the Client at the beginning of the aforementioned period that their inaction will have the meaning stated in Section 7, paragraph 3. 8. Final Provisions 1. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. 2. These Terms shall be governed by and construed in accordance with the laws of Switzerland (depending on the place of conclusion of the contract). 3. The contracts concluded between the Contractor and the Client, as well as all disputes that may arise in connection therewith, shall be subject exclusively to Swiss law, even if there is a foreign element. 4. All declarations relevant to the content and execution of the contract, in particular declarations of withdrawal, terminations or notices of defects by the Client, must be submitted to CloudPandas GmbH in text form. 5. Should one or more provisions contained in these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected thereby. 6. The place of performance for all obligations arising from the contractual relationship between the customer and CloudPandas GmbH is the registered office of CloudPandas GmbH, Cham, Switzerland. 7. The place of jurisdiction for all disputes in connection with these GTC and a contract concluded between the Client and CloudPandas GmbH and its execution is Cham, unless an exceptional place of jurisdiction exists for these.