Terms

General Terms and Conditions

Version: September 2026. These terms apply to services provided by C&W Web Services. Depending on the client's location and the offer, the contracting party is either C&W Software Labs AG, Bundesplatz 4, 6300 Zug (Switzerland), or C&W Code und Consulting GbR, Waltersweierweg 5a, 77652 Offenburg (Germany). The offer states which company is the contracting party.

1. Scope

These terms apply to all contracts for the concept, design, development, operation and maintenance of websites, portals and web applications between the respective contracting party (“we”) and businesses, legal entities under public law or special funds under public law (“client”). They do not apply to consumers.

Deviating terms of the client apply only if we expressly agree to them in writing. Individual agreements in the offer take precedence over these terms.

2. Offer and conclusion of contract

Our offers are non-binding unless stated otherwise. A contract is concluded when the client accepts the offer in writing or in text form (e.g. e-mail, messaging portal) or when we start performance.

Scope, milestones, deadlines and remuneration follow from the offer. Services not expressly mentioned are not owed.

3. Services and process

We work in the phases described in the offer (briefing, concept and design, build, staging, launch). Drafts are provided to the client in a staging area for review.

Dates are planning dates unless expressly designated as binding. Delays attributable to the client (e.g. missing content, late approvals) postpone dates accordingly.

We may use subcontractors but remain responsible for the service. The two companies of C&W Web Services may engage each other.

4. Client cooperation

The client provides content (texts, images, logos, legal texts), access and decisions in good time and names a contact person with decision-making authority.

The client warrants that provided content is free of third-party rights and indemnifies us against third-party claims in this respect. The client is responsible for the factual and legal accuracy of its content, in particular legal notice, privacy notice and product information; we provide drafts and guidance, not legal advice.

5. Acceptance

Upon completion we provide the service for acceptance. The client reviews within 10 working days and notifies defects in text form. If no material defects are reported, the service is deemed accepted; the same applies upon go-live at the client's request.

Minor defects do not entitle the client to refuse acceptance; they are remedied under warranty.

6. Remuneration and payment

The remuneration agreed in the offer applies (fixed price, time and materials at an hourly rate, or monthly fee). Prices are net plus statutory VAT where applicable.

For fixed-price projects – unless agreed otherwise – 40 % is due on order, 40 % on provision in the staging area and 20 % on acceptance. Invoices are payable within 14 days without deduction. Statutory default interest applies to late payment.

Change requests outside the agreed scope are charged on a time basis at the agreed hourly rate after informing the client.

7. Usage rights

Upon full payment the client receives the non-exclusive right, unlimited in time and territory, to use, modify and have modified the website created for it, including design and source code, for its own purposes.

Tools, libraries, generators and reusable components we use remain our property; the client receives a simple right of use within its website. Third-party fonts and components are subject to their licences (e.g. SIL Open Font License), which we document.

We may name and show the work as a reference (name, logo, screenshots) and place a discreet “powered by C&W Web Services” notice with a link in the website footer. The client may object at any time in text form.

8. Warranty

We warrant that the service conforms to the agreed specification at acceptance and works in the current browsers named in the offer. We remedy defects within a reasonable period by rectification. If rectification fails twice, the client may reduce the price or – for material defects – withdraw from the contract.

The warranty period is twelve months from acceptance. No warranty applies to defects resulting from changes by the client or third parties, from content supplied by the client, or from changes to browsers, operating systems or third-party services after acceptance.

9. Liability

We are liable without limitation for intent and gross negligence and for damage from injury to life, body or health. In cases of slight negligence we are liable only for breach of material contractual obligations and limited to the typical, foreseeable damage, at most the remuneration of the affected order or, for ongoing services, twelve months' remuneration.

We are not liable for lost profit, data loss that would have been avoidable with proper backups, or indirect damage in cases of slight negligence. Liability under mandatory statutory provisions remains unaffected.

10. Hosting, operation and maintenance

If we take over hosting, operation or maintenance, the scope, response times and remuneration of the respective offer apply. We strive for high availability but do not guarantee it; maintenance windows are announced in advance where possible.

The client is responsible for safeguarding its access credentials. We may apply necessary security updates without separate approval.

If we process personal data on behalf of the client in doing so, the parties conclude a data processing agreement under Art. 28 GDPR or Art. 9 Swiss FADP.

11. Term and termination

Ongoing services (hosting, maintenance) are – unless agreed otherwise – concluded for twelve months and renew for twelve months each unless terminated in text form with three months' notice to the end of the term. The right to extraordinary termination remains unaffected.

Upon termination we provide the client with the website files and data in a common format and then delete our copies, unless retention obligations exist.

12. Confidentiality and data protection

Both parties treat the other party's confidential information as confidential and use it only for performing the contract. This obligation continues for three years after the end of the contract.

For the processing of personal data in the course of the business relationship, please refer to our privacy notice.

13. Final provisions

If C&W Software Labs AG is the contracting party, Swiss law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods; the place of jurisdiction is Zug. If C&W Code und Consulting GbR is the contracting party, German law applies to the exclusion of the CISG; the place of jurisdiction is Offenburg, provided the client is a merchant, a legal entity under public law or a special fund under public law.

Amendments and additions must be made in text form. Should a provision be invalid, the remainder of the contract remains valid; the statutory provision replaces the invalid one.