Supplementary Terms and Conditions Digital Technologies

1.0.1003; Issue February 2022

  1. Subject

  2. These Supplementary Terms and Conditions (“Terms”, “STC”) govern the business relationship between Weiss Group LLC (SARL) (“Weiss Group”) and the clients of the Digital Technologies division, subject to any other special agreements.
  3. These Terms supplement the General Terms and Conditions (“GTC”) of Weiss Group or take precedence in case of contradictory provisions. The GTC form an integral part of these Terms.
  4. The details of deliveries and services as well as the associated regulations shall be agreed in individual contracts. The transfer for use, installation and maintenance of software shall not be subject to these Terms unless expressly provided otherwise. They may be agreed within the framework of independent legal transactions.
  5. Weiss Group shall only owe such main and ancillary services which have been expressly agreed in writing; Weiss Group shall not owe services expected but not expressly agreed by the client.
  6. The place of fulfilment as well as dates, deadlines and duration of the contract shall be specified in the individual contract. The contracting parties may agree on a schedule or project plan for the provision of the agreed services in the individual contract.
  7. The client specifies the requirements of the client for the services of Weiss Group in writing, e.g. in the form of a requirement description. The implementation of the requirements must be contractually agreed in writing in the form of a service description. The service description is part of the individual contract; it takes precedence over the individual contract and the GTC in the contract hierarchy.
  8. Remuneration

  9. These provisions supplement the terms of payment of Weiss Group or take precedence in case of contradictory provisions.
  10. Weiss Group charges fees and ancillary costs for services agreed upon or rendered in the interest of the client in descending order:
    1. Time fee
    2. Fixed fee
  11. Offer

  12. The client will be provided with a non-binding indicative offer on the basis of the available information.
  13. If the interested party requests a comprehensive offer, the expenses will be invoiced, in particular if requirements have to be developed or intensive clarifications have to be made by Weiss Group for the preparation of the offer.
  14. Collaboration and duties to cooperate

  15. Both Weiss Group and the client have to appoint project managers for IT projects. The client must designate in writing a project manager and deputy who will assume responsibility for the project and can act as a legally valid contact person. The agreed project managers may only be replaced with the consent of Weiss Group and only by a person with equivalent expertise.
  16. The project team consists at a minimum of the project manager of both parties and meets according to project guidelines. All meetings of the project team are recorded by a representative of Weiss Group and sent to the other members of the project team by email. In addition, all decisions and protocols are made available digitally in the online tool provided for this purpose. If no request for amendment is received by the keeper of the minutes within five working days of receipt, the minutes shall be deemed approved and form an integral part of the contract between the parties. The liability shall only apply to the extent that no provisions of the contract are amended.
  17. The client is obliged to report any problems or breaches of duty immediately in writing by email.
  18. The client understands and accepts that the success of the project can be endangered by insufficient cooperation.
  19. The client is obliged to provide sufficient and sufficiently qualified personnel for the project.
  20. In particular, the client is obliged to cooperate in the designation of contact persons, in the specification of services within the scope of project requirements, in answering critical inquiries within a reasonable period of time, and in the acceptance of (partial) deliveries.
  21. Incorrect or incomplete cooperation of the client may lead to additional expenses on the part of Weiss Group, which shall be remunerated additionally according to the Terms of Payment.
  22. Dates

  23. Project-specific dates, especially Scrum dates, milestones and due dates, are defined in a time schedule.
  24. Dates are generally extendable, unless otherwise agreed in writing.
  25. If one party realises that an agreed deadline cannot be met, the other party must be informed immediately.
  26. The client shall be obliged to inform Weiss Group immediately about all changes which may affect the observance of deadlines.
  27. Acceptance of the results

  28. In principle, each deliverable of the project shall be accepted individually (“partial acceptance”), unless otherwise agreed in writing.
  29. The results of the acceptance, in particular any identified defects, shall be documented in an acceptance protocol which shall be signed by both parties.
  30. If the client refuses to cooperate in the acceptance, the service shall be deemed accepted upon expiry of the acceptance period. With the productive use, the service is in any case considered as accepted.
  31. Termination of the project contract

  32. The business relationship ends in principle with the fulfilment of the project contract. The client may, however, terminate the project contract at any time with immediate effect or at a later point in time with complete indemnification of Weiss Group unless otherwise agreed in writing.
  33. In the event of a premature termination of the business relationship, Weiss Group shall prepare a final statement of account with deduction of advance payments or otherwise received compensation for all expenses which Weiss Group has already made at the time of the termination of the contract by the client with regard to the contractual fulfilment according to the agreement and which must be remunerated by the client. This includes in particular, but not exclusively, licenses which Weiss Group has already acquired as well as personnel resources which Weiss Group has provided for the client.

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