General Terms and Conditions

1. Scope

These Terms apply to all offers, contracts and services of Vital Consulting, Inhaber Marcelo Ferreira (hereinafter "the Provider") towards its clients (hereinafter "the Client"). Differing terms of the Client apply only if agreed in writing. By placing an order, the Client accepts these Terms.

2. Quotes and conclusion of contract

The Provider's quotes are valid for 30 days. The contract is concluded by written acceptance of the quote (including by email) or by signing a separate contract. The written quote or contract is decisive for the scope of services; no oral side agreements exist.

3. Services and changes

The Provider delivers the services competently and with due care. Fixed-price packages cover the scope described in the quote. Additional requests are quoted separately before implementation (change request). Minor deviations that do not impair usability are reserved.

4. Client's cooperation

The Client provides the content, information, access and decisions required for delivery in good time. If cooperation is delayed, deadlines shift accordingly; any additional work may be billed by time and materials (CHF 165/hr). The Client ensures that the content supplied does not infringe any third-party rights.

5. Prices and payment

All prices are in Swiss francs, excluding VAT. For projects, unless otherwise agreed: 40% on order placement, 40% on delivery for acceptance, 20% after acceptance or go-live. Recurring services (Care plans, operations) are billed monthly in advance. Payment term: 30 days net. In the event of late payment, the Provider may suspend services after a reminder.

6. Deadlines

Delivery dates are set out in the quote and are binding, provided the Client fulfils its cooperation obligations. Force majeure and delays attributable to the Client extend the deadlines accordingly.

7. Acceptance

The Client inspects work deliverables within 10 working days of provision and reports any defects in writing. If no report is made within this period, or if the Client puts the deliverable into productive use, the work is deemed accepted. Minor defects do not justify refusal of acceptance; they are remedied under the warranty.

8. Warranty

The Provider warrants for 90 days from acceptance that work deliverables substantially meet the agreed specifications. Defects are remedied within a reasonable period. Excluded are defects resulting from improper use, third-party intervention or changes made by the Client. Further warranty claims are excluded to the extent permitted by law.

9. Liability

The Provider is liable for direct damages caused intentionally or through gross negligence. Liability for slight negligence and for indirect and consequential damages (lost profit, data loss, business interruption) is excluded to the extent permitted by law. In any case, liability is limited to the amount paid by the Client for the service concerned, up to a maximum of CHF 50'000.

10. Rights to work results

Upon full payment, the rights of use to the work results created individually for the Client (design, source code, text) pass to the Client in full. Excluded are pre-existing components, tools and libraries of the Provider, as well as third-party components (open source); for these the Client receives an unrestricted right of use. The Provider may name the services rendered as a reference, unless the Client objects in writing.

11. Data protection and confidentiality

Both parties treat the other party's confidential information as confidential and process personal data in accordance with Swiss data protection law (revDSG). Where the Provider processes personal data on behalf of the Client, the parties conclude a separate data processing agreement.

12. Recurring services (Care, operations)

Care and operations subscriptions have no minimum term unless otherwise agreed and may be cancelled in writing by either side with 30 days' notice to the end of the month. Unused service allowances included in the subscription remain valid for up to 3 months after the respective month and lapse thereafter.

13. Final provisions

Should individual provisions of these Terms be invalid, the validity of the remaining provisions is unaffected. Swiss law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules. The place of jurisdiction is Luzern, Switzerland.

[DRAFT — have a lawyer review before use.] Full version and works-contract template: see project folder 05_Legal.