01Scope and contracting party
These terms and conditions apply to services supplied by CodezWerk – Ivan Rodrigues da Silva, Seebleichestrasse 9a, 9404 Rorschacherberg, Switzerland, hereinafter ‘CodezWerk’, provided they were made available before the contract was concluded and incorporated into it.
They concern in particular the development of websites, web applications, interfaces and cloud solutions, as well as related design, consulting and support services. Individual agreements take precedence. Mandatory statutory provisions, in particular those protecting consumers, remain reserved.
02Quotes and contract formation
Information on this website is provided for information only. A contact enquiry is non-binding and does not constitute a paid order.
A contract is concluded through matching acceptance of a quote or project agreement, for example by email. The version of these terms provided and agreed before contract formation applies. Any validity period stated in the quote governs. Services, remuneration and material project terms are agreed before work begins.
Business customers are persons or organisations concluding a contract for professional or commercial purposes. Private customers act for personal or family needs. The actual purpose and mandatory legal classification remain decisive.
03Scope of services and changes
The agreed service description, project objectives and any specifications determine the scope. Services not expressly agreed, such as ongoing operation, hosting, data migration, maintenance, security updates or support, are not automatically included in a development order.
A particular level of revenue, search-engine ranking or acceptance by external platforms is not owed without an express commitment. Legal, tax and regulatory advice is not part of the usual development engagement. Customers obtain expert review of their legal requirements where necessary and communicate them. Expressly agreed technical implementations and CodezWerk’s statutory duties remain binding.
Additional requests and changes are discussed in terms of effort, costs and schedule effects. Chargeable extensions are implemented only with customer approval. Binding deadlines must be agreed as such.
04Customer cooperation
Customers provide required information, content, access credentials and decisions in good time and nominate a responsible contact. They ensure supplied materials may lawfully be used and that necessary permissions exist.
Delays caused by missing cooperation may affect the schedule. CodezWerk communicates foreseeable consequences. Additional effort is documented transparently and charged only by corresponding agreement.
05Remuneration and payment
Prices, currency, billing method and any advance or partial payments are specified in the quote or project contract. Unless otherwise agreed, invoices are payable within 14 calendar days of receipt. Third-party costs and recurring fees are disclosed before they are commissioned at a cost.
Effort figures identified as estimates are not fixed prices. If a significant overrun becomes foreseeable, CodezWerk informs the customer in good time and obtains approval before incurring additional chargeable effort. Agreed fixed prices remain binding for the agreed scope.
VAT is stated and charged only where a corresponding tax liability exists. Consumers are quoted the total prices payable, including mandatory surcharges.
Statutory conditions and interest apply to late payment. Before a proportionate suspension of further services for overdue payments, the customer receives a reminder and a reasonable additional deadline with notice of suspension. Statutory defences remain unaffected. Customer data is not deleted or withheld as leverage.
06Handover, inspection and defects
CodezWerk provides the complete agreed deliverables and necessary test access for inspection. Any deviations found should be described as specifically as possible. Changes to agreed scope must be distinguished from defects.
For business customers receiving work subject to acceptance: the inspection period is ten working days from complete delivery and notification of readiness for acceptance. Working days are Monday to Friday, excluding statutory public holidays at CodezWerk’s place of business. If the project scope reasonably requires more time, the period is extended appropriately. If neither acceptance nor a substantiated report of material defects is received, CodezWerk sets a further deadline of at least five working days in text form and expressly explains the following consequence: only after that deadline expires unused is the work deemed accepted. Minor defects do not prevent acceptance; the duty to remedy them remains. Rights concerning defects reported in time and defects not discoverable by proper inspection are reserved. Hidden defects must be reported after discovery in accordance with statutory notification duties.
For remediable defects, business customers first give CodezWerk a reasonable opportunity to remedy them free of charge. If remedy fails, is refused or is unreasonable, further statutory rights remain. Urgent measures permitted by law remain possible. Private customers retain statutory inspection, acceptance and defect rules without the above deemed acceptance or contractual restriction of defect rights.
07Usage rights and third-party components
After full payment, customers receive non-exclusive rights of use, unlimited in time and territory, in the deliverables created and handed over for them to the extent required for the agreed project purpose. Broader or exclusive rights and handover of source code and development documentation are specified in the project contract.
Existing tools, generally reusable components and CodezWerk methods remain with CodezWerk. Rights necessary for the agreed use of the result are granted. Third-party software, fonts and other components are subject to their respective licences; required ongoing licence costs are disclosed.
Rights in customer-supplied content remain with their rights holders. Publication of the project as a reference requires customer consent.
08Hosting, maintenance and support
Operation, hosting, backups, maintenance, response times and availability commitments require a separate agreement. This also sets responsibilities for security updates, backups, restoration and data export.
Without such an agreement, no specific availability or round-the-clock support is promised. Necessary work and identifiable disruptions are communicated within the agreed service scope.
09Confidentiality and data protection
Both parties keep non-public business and technical information confidential and use it only for their collaboration. Exceptions apply to information lawfully already known, publicly available or required to be disclosed by law.
Where CodezWerk processes personal data on the customer’s behalf, necessary data-protection agreements and responsibilities are established before processing starts. Information about the website and contact enquiries is provided in the privacy policy.
10Customer content and third-party claims
Customers are responsible for supplied content, data and binding specifications, and for the required usage rights. CodezWerk reports identifiable legal infringements and may suspend the affected use pending clarification. Materials created by CodezWerk and its own breaches of duty are not thereby attributed to the customer.
Business customers indemnify CodezWerk against justified third-party claims to the extent they arise from a culpable legal infringement caused by their supplied content or binding specifications. This includes necessary, reasonable defence costs and payments awarded by final judgment or agreed with customer consent. CodezWerk informs the customer promptly, enables participation in the defence and mitigates damage. Any contributory fault of CodezWerk is taken into account. Statutory rules apply to private customers.
11Care and limitation of liability
CodezWerk performs the agreed services with the required professional care.
Limitation of liability towards business customers only: in cases of slight negligence, CodezWerk is liable solely for foreseeable direct loss typical of the contract. Total liability for damages arising from the affected project is limited to its agreed net remuneration. For ongoing services, the limit per contract year is instead the agreed net remuneration for twelve months of the affected ongoing contract. Agreed fees govern even if not yet paid in full. Project development and ongoing operation are assessed according to the service area affected.
For business customers, liability for lost profit, unrealised savings, lost business opportunities, indirect loss and consequential loss is excluded in cases of slight negligence. For data loss, recoverable direct loss includes reasonable restoration costs within the above limits. Breach of the customer’s own agreed backup duties is taken into account only to the extent causally relevant; backup duties assumed by CodezWerk remain in force.
Exceptions: all above liability limitations and exclusions do not apply to intent or gross negligence, death or injury to body or health, fraudulently concealed defects or where mandatory law prohibits limitation. The same exceptions apply to persons engaged to assist performance. These terms do not restrict third-party rights.
Claims for contractual performance, remedy, and statutory price reduction or reimbursement are not restricted by the damages caps. Private customers retain statutory liability rights without the above contractual restrictions.
12Unavoidable external events
Where unforeseeable events outside a party’s control that could not be avoided even with reasonable care temporarily prevent performance, affected deadlines are extended appropriately. The affected party informs the other promptly and takes reasonable measures to limit consequences. Statutory withdrawal and termination rights remain.
Third-party outages or cyberattacks do not automatically qualify. Agreed selection, security, backup and restoration duties remain decisive; this clause does not excuse a party’s own breach.
13Term and termination
The duration and notice periods of recurring services are expressly agreed. These terms alone do not create automatic renewal. Termination of individual projects is governed by the agreement and applicable law. Where mandate law applies, the mandatory right to terminate at any time under Article 404 of the Swiss Code of Obligations remains unaffected. Withdrawal and remuneration under contracts for work are governed by the applicable rules.
On early termination, services performed, unavoidable third-party costs lawfully incurred and any further statutory entitlements are accounted for transparently. Saved expenses are credited as required by law. Advance payments are offset and any surplus refunded. There is no blanket forfeiture of all advances.
Handover of existing results follows the contract and law. Orderly return or deletion of customer data and access credentials is agreed, subject to statutory retention obligations.
14Applicable law and jurisdiction
Swiss law applies. Mandatory protective provisions, particularly for private customers, remain reserved. For business customers, the courts competent for Rorschacherberg, Switzerland, are agreed as the exclusive jurisdiction insofar as the agreement is formally valid and legally permitted. Mandatory jurisdictions remain reserved. Statutory jurisdictions apply to private customers.
The parties should first try to resolve disagreements directly. This is not a condition for court proceedings and does not restrict deadlines or interim relief.
A new version of these terms does not automatically apply to existing contracts. If a provision is invalid, the remaining provisions continue insofar as legally permissible and reasonable; applicable law replaces the invalid provision.
Questions about these terms: info@codezwerk.ch.