Terms & Conditions

§ 1 Scope

These Terms & Conditions (hereinafter “T&C”) apply to all contracts between Syntix, Bahnhofstrasse 29, 8154 Oberglatt ZH, Switzerland (hereinafter “Contractor”) and the respective client (hereinafter “Client”) for the provision of services in the areas of web development, monthly website management, custom application development, managed hosting, and search engine optimization (SEO).

These T&C apply exclusively to businesses (B2B). Syntix does not enter into contracts with consumers within the meaning of Swiss consumer protection law.

Any deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if the Contractor has expressly agreed to their applicability in writing.

§ 2 Subject Matter

The Contractor provides the Client with services in one or more of the following areas:

• Website Development:Conception, design, and technical implementation of websites according to the Client's individual requirements.
• Monthly Website Management: Ongoing maintenance, technical updates, security monitoring, and content updates for existing websites.
• Custom Application Development: Conception, design, and programming of bespoke web applications and internal tools.
• Managed Hosting: Provisioning and administration of hosting infrastructure, including domain and DNS management, SSL certificates, backups, and uptime monitoring.
• Search Engine Optimization (SEO): On-page and technical SEO services, including keyword research, content optimization, structured data, and performance improvements aimed at improving organic search visibility.

The nature and scope of each service are defined by the individual proposal or service description agreed upon in writing, which forms an integral part of the contract.

§ 3 Offers and Contract Formation

All offers made by the Contractor are non-binding and subject to change. A contract is only concluded upon written confirmation of the order by the Contractor or upon commencement of service delivery.

The services, deadlines, and prices described in the offer are subject to the accuracy and completeness of the information and materials provided by the Client. If the Client's requirements change materially after contract formation, the Contractor reserves the right to adjust the scope and price accordingly.

§ 4 Prices and Payment

All prices are quoted in euros (EUR) and are exclusive of Swiss value-added tax (MWST) where applicable. The Contractor reserves the right to invoice in CHF at the applicable exchange rate where agreed.

Unless otherwise agreed in writing, the following payment terms apply:

• Project Work (Website / App Development): Full payment is due upfront at the time of order via Stripe Checkout. Work commences upon receipt of payment.
• Monthly Management: The monthly fee is due in advance on the first day of each service month.

Invoices issued outside of Stripe are payable within 14 days of receipt without deduction. In the event of late payment, the Contractor is entitled to charge default interest at 5% per annum pursuant to Art. 104 OR, as well as any reasonable costs of enforcement.

§ 5 Delivery and Deadlines

Agreed delivery dates and deadlines are approximate unless a fixed date has been expressly confirmed in writing. The Contractor shall endeavour to meet agreed deadlines but shall not be liable for delays caused by the Client's insufficient, incorrect, or late delivery of content, materials, access credentials, or feedback.

Force majeure events — including but not limited to natural disasters, power outages, cyberattacks, or other circumstances beyond the Contractor's reasonable control — entitle the Contractor to postpone performance for the duration of the impediment plus a reasonable start-up period. The Contractor will inform the Client of such circumstances without undue delay.

§ 6 Client Obligations

The Client is obligated to provide all information and materials (texts, images, logos, brand guidelines, access credentials, etc.) necessary for the provision of services in a timely and complete manner, and to cooperate in good faith throughout the project.

Delays caused by missing or late delivery on the part of the Client shall not be attributable to the Contractor. Any additional costs or project delays resulting from such circumstances shall be borne by the Client.

The Client shall designate a contact person who is authorised to make binding decisions within the scope of the project and who is reachable within reasonable response times.

The Client warrants that all materials provided to the Contractor (texts, images, logos, etc.) are free from third-party rights or that the Client holds the necessary rights to use them. The Client indemnifies the Contractor against any claims arising from infringement of third-party intellectual property rights.

§ 7 Acceptance

Upon completion of the agreed services, the Contractor shall request the Client to formally accept the deliverables. The Client is obligated to review the services and either confirm acceptance or submit specific, documented defects in writing within 14 days of such request.

If no written response is received within 14 days, the services shall be deemed accepted. Acceptance shall likewise be deemed to have occurred if the Client deploys or actively uses the deliverables in a production or live environment.

§ 8 Warranty

The Contractor warrants that the services provided meet the contractually agreed requirements at the time of acceptance. The warranty period is 1 month from the date of acceptance. After acceptance, ongoing maintenance and fixes are available through the Contractor's Website Management service.

Defects must be reported to the Contractor in writing without undue delay after discovery. The Contractor shall have the right to remedy defects within a reasonable period. If remedy fails after two attempts, the Client may demand a proportionate reduction of the price or, in cases of material defects, withdraw from the contract.

The warranty does not cover defects arising from modifications made by the Client or third parties without the Contractor's written consent, from improper use, or from incompatibility with third-party systems not specified in the project scope.

§ 9 Limitation of Liability

The Contractor shall be liable without limitation for damages caused by intentional or grossly negligent conduct, as well as for personal injury.

In cases of ordinary negligence, the Contractor's liability shall be limited to direct damages and shall not exceed the total fees paid by the Client for the specific service giving rise to the claim in the 12 months preceding the event. Liability for indirect, consequential, or incidental damages — including loss of profit, loss of data, or business interruption — is excluded to the maximum extent permitted by Swiss law.

The Contractor is not liable for outages, data loss, or security incidents caused by third-party hosting providers, payment processors, or other external services used in the delivery of the agreed services.

§ 10 Termination

Project Contracts

Project contracts (website development, app development) may be terminated by the Client in writing at any time. Upon termination, all services rendered up to the date of termination and all demonstrably incurred costs and commitments shall be invoiced and paid in full. No partial refunds shall be made for work already completed.

Monthly Management Contracts

Monthly Website Management contracts have a minimum term of 3 months. After the minimum term has expired, the contract renews automatically on a monthly basis unless terminated in writing with 30 days' notice before the end of the respective contract month.

Termination for Cause

Both parties reserve the right to terminate the contract immediately for cause (Art. 337 OR). Cause exists in particular if the other party materially and persistently breaches its contractual obligations despite a written warning and a reasonable grace period, or in the event of insolvency.

§ 11 Copyright and Usage Rights

The Contractor retains the copyright to all works created under the contract (designs, source code, graphics, concepts, etc.) in accordance with Swiss copyright law (URG). Upon receipt of full payment of all agreed fees, the Contractor grants the Client a non-exclusive, perpetual, irrevocable right of use for the contractually agreed purpose.

The transfer of exclusive usage rights or rights beyond the agreed purpose requires a separate written agreement and may require additional remuneration.

The Contractor is entitled to reference the completed works in its portfolio and marketing materials unless the Client has expressly excluded this in writing prior to project commencement.

Open-source components used in the project remain subject to their respective licences, which the Client acknowledges and accepts.

§ 12 Confidentiality

In the course of the contractual relationship, each party may receive information from the other that is non-public and sensitive in nature (“Confidential Information”). This includes, in particular, business, financial, operational, technical, and personal data, customer and supplier lists, pricing structures, internal processes and templates, source code, credentials, and strategic plans.

Both parties undertake to treat all Confidential Information received from the other party as strictly confidential, to use it solely for the purpose of performing the contract, and not to disclose it to any third party without the prior written consent of the disclosing party. Disclosure to employees and subcontractors is permitted only on a need-to-know basis and only where they are bound by equivalent confidentiality obligations.

The confidentiality obligation does not apply to information that (a) was already known to the receiving party before disclosure, (b) is or becomes publicly available without breach of this clause, (c) was independently developed by the receiving party without use of the Confidential Information, or (d) must be disclosed by law, regulation, or binding order of a court or authority. In case (d), the receiving party shall, where legally permitted, notify the disclosing party without undue delay so that protective measures can be considered.

The Contractor is entitled to reference the existence of the business relationship and the completed work in its portfolio and marketing materials, subject to the limitation in §11 above (Client may exclude this in writing prior to project commencement). Such reference does not constitute a breach of this clause.

The confidentiality obligations under this §12 shall survive the termination of the contract for a period of three (3) years. Each party acknowledges that monetary damages alone may not be sufficient in the event of a breach and that the affected party shall be entitled to seek injunctive relief in addition to any other remedies available under Swiss law.

§ 13 Final Provisions

Applicable Law

These T&C and all contracts concluded under them are governed exclusively by Swiss law, in particular the Swiss Code of Obligations (OR). The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with these T&C or any contract concluded hereunder is Zürich, Switzerland. The Contractor is also entitled to bring proceedings at the Client's registered place of business.

Severability

Should individual provisions of these T&C be or become wholly or partially invalid or unenforceable, the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original.

Written Form

Amendments and additions to these T&C must be made in writing. Email correspondence shall satisfy the written form requirement.