Terms and conditions

Last updated: 28 August 2026

1. Scope

These terms and conditions govern every contract between Aeternum Software (“we”) and the client (“you”) for software development, consulting and design services.

Terms of your own apply only where we have agreed to them in writing. Taking on an assignment does not constitute agreement to conflicting purchase conditions.

If you are a consumer — that is, you are ordering for a purpose outside your trade or profession — the special rules in sections 10.3, 11.4 and 13.2 apply. Mandatory consumer protection law prevails over these terms in every case.

2. Formation of contract

Statements on this website, cost estimates and presentations are non-binding. A contract is formed when we confirm a quotation in writing or by email, or when we begin work and you do not object without delay.

The scope of the work follows from the quotation or the statement of work. Anything not expressly listed there is not owed.

3. Services

We perform our services professionally and in line with the recognised state of the art. Unless agreed otherwise:

• Development work is a contract for work under Art. 363 ff. of the Swiss Code of Obligations (OR) where a specific result is owed.
• Consulting, operation and ongoing support are a mandate under Art. 394 ff. OR. What is owed is diligent effort, not a result.

We may involve third parties in performing the work. We are liable for their performance as for our own.

We owe no particular availability unless there is a separate written agreement on maintenance or service levels.

4. Your cooperation

Our dates and prices assume your cooperation. You will provide, on time, completely and free of charge:

• content, data, access credentials and test environments
• subject-matter information and decisions
• a named contact person authorised to decide

Feedback and sign-off happen within the agreed period, or within ten working days where none is agreed. Where your cooperation is delayed, our dates move by at least the length of the delay. Additional effort arising from this is charged on a time-and-materials basis.

You warrant that you hold the necessary rights in all content you supply. You indemnify us against third-party claims arising from that content.

5. Prices and VAT

Prices are in Swiss francs. Unless agreed otherwise we charge on a time-and-materials basis at the rates stated in the quotation. A cost ceiling applies only where it is expressly described as one.

Aeternum Software is not registered for Swiss VAT (Art. 10(2)(a) MWSTG). No VAT is shown on or charged in our invoices. Should Aeternum Software become liable for VAT, VAT will from that point be charged in addition to the agreed prices.

Expenses, licences, hosting and third-party services are passed through at cost unless agreed otherwise.

6. Payment

Invoices are payable within 30 days of the invoice date without deduction. For projects from CHF 5,000 we may require a deposit of up to 40 per cent and interim invoices reflecting progress.

You fall into default when the payment period expires, without any reminder being required. From default, interest of 5 per cent per year is due (Art. 104(1) OR). Where payment is more than 30 days late we may suspend work, on written notice, until outstanding invoices are settled.

Set-off against counterclaims is permitted only where those claims are undisputed or have been established by a final judgment.

7. Rights in the results

You receive an exclusive right to use and modify the results created specifically for you — source code, design, documentation — unlimited in time and territory, including the right to transfer that right onward.

These rights pass only upon payment in full of every invoice for the project in question. Until then you hold a revocable licence for testing and acceptance purposes.

Not transferred:

• our pre-existing know-how, libraries, tools, building blocks and templates. Where such components form part of a result, you receive a non-exclusive, perpetual, transferable licence to use them for the purpose of the project.
• rights in third-party and open-source software. Those are governed solely by their own licence terms. We will flag any component carrying a restrictive licence.

We may name and show the project as a reference once it is public, unless you object in writing. Projects marked but not yet cleared remain anonymised as [PLACEHOLDER].

8. Acceptance

Work is deemed accepted when you sign it off, put it into production use, or fail to report substantiated defects in writing within ten working days of delivery.

Immaterial defects do not prevent acceptance. They are remedied under the warranty.

9. Warranty

We warrant that the work has the agreed characteristics. The warranty period is twelve months from acceptance; for consumers it is two years (Art. 371(1) OR).

Defects must be reported in writing, comprehensibly, without delay after discovery. We remedy reported defects within a reasonable period by rectification. Where rectification fails twice, you have the rights under Art. 368 OR.

The following are not defects:

• changes made to the result by you or by third parties
• improper operation, or use outside the agreed system environment
• changes to third-party systems, interfaces or services
• data or content supplied by you

Software cannot, as the state of the art stands, be produced entirely free of defects. There is no entitlement to absolute freedom from defects.

10. Liability

10.1 We are liable without limitation for damage arising from injury to life, body or health, and for damage we cause intentionally or through gross negligence. Excluding that liability in advance would in any event be void under Art. 100(1) OR.

10.2 For slight negligence we are liable only where a material contractual obligation is breached, and then limited in amount to the damage foreseeable and typical for such a contract, and at most to the total fees paid in the project concerned. Liability for lost profit, savings not realised, loss of data, business interruption and other indirect or consequential damage is excluded.

10.3 Against consumers the limitation in 10.2 applies only to the extent mandatory law permits.

10.4 You are responsible for backing up your data. Before we intervene in production systems you will make a complete, restorable backup. For loss of data we are liable only up to the cost that restoration would have taken had a proper backup existed.

11. Term and termination

11.1 Project contracts end on full performance and payment.

11.2 Continuing obligations without a fixed term may be terminated in writing by either party on 30 days’ notice to the end of a month.

11.3 Termination for good cause remains reserved at any time, in particular where payment is more than 60 days late or where a party becomes insolvent.

11.4 Your right as customer to terminate a contract for work at any time against full compensation under Art. 377 OR remains reserved. In that case we are paid for work already performed on a time-and-materials basis.

11.5 Swiss law provides no general right of withdrawal for contracts concluded online. Reserved are the right of withdrawal under Art. 40a ff. OR for doorstep and telephone-solicited transactions, and mandatory consumer protection law at your place of residence.

12. Confidentiality and data protection

Each party keeps the other’s non-public information confidential and uses it only to perform the contract. This obligation survives the end of the contract by five years.

Where we process personal data on your behalf, the parties will conclude a separate data processing agreement if required. Processing on this website is governed by the privacy policy.

13. Final provisions

13.1 Force majeure. Events beyond our reasonable control — natural events, war, official orders, strikes, large-scale network or power failures, failures of infrastructure providers — suspend the obligation to perform for their duration. Where such an event lasts more than 60 days, either party may withdraw.

13.2 Governing law and jurisdiction. Swiss law applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and of conflict-of-law rules.

The place of jurisdiction is the seat of Aeternum Software. This does not apply to consumers: the mandatory places of jurisdiction under the Swiss Civil Procedure Code remain decisive, in particular Art. 32 and Art. 35 CPC, which cannot validly be waived in advance.

13.3 Written form. Amendments and additions require written form. Email suffices. This also applies to waiving this written-form requirement.

13.4 Severability. If a provision of these terms is invalid, the rest of the contract remains valid. The invalid provision is replaced by one that comes closest to its commercial purpose.

13.5 Changes to these terms. We may amend these terms. For contracts already running, the version in force at the time the contract was formed applies. Otherwise the version published on this page applies; the date of the last change is shown above.

This is a translation. In case of any discrepancy, the German version of this document prevails.