General Conditions (GC 2021)

Article 1: Application of the General Conditions

These General Conditions (GC) are, unless otherwise expressly agreed, an integral part of all contracts concluded between KIDAN AG, hereinafter referred to as KIDAN, and the customer. They apply to all legal acts, services, or products rendered or provided by KIDAN in Switzerland or abroad. Any deviation from these conditions is admissible only insofar as it is expressly accepted in writing by KIDAN.

Acceptance of the offer, in whatever form, implies acceptance of these General Conditions. In addition, acceptance of the offer implies express acceptance of Article 10 of these General Conditions relating to data protection.

For the purposes of these Terms and Conditions, the terms “manufacturer”, “software publisher” and “supplier” do not refer to KIDAN unless expressly stated otherwise; the term “documentation” means any explanatory material, including user manuals, training materials, product descriptions, relating to the implementation and use of hardware, software, and other supplies. Documentation may be provided in printed, electronic, or online forms.

Article 2: Time of execution

Unless otherwise specified, KIDAN provides its services during working hours and days, Monday to Friday from 8:00 am to 6:00 pm. The execution of the services is, as far as possible, planned in advance and consecutively.

Article 3: Rates & surcharge

Subject to a fixed price, services performed during working hours and days are invoiced according to the hourly, daily, weekly, or monthly rates indicated by email or in the offer.

Subject to a fixed price, services performed outside of business hours and days are subject, in addition to the rates provided in Article 4, to the hourly surcharge set by KIDAN that can be requested at any time by the customer.

In the case of a fixed price, the execution outside the hours and working days – not initially provided – of agreed services is, unless otherwise agreed, subject to the hourly surcharge set by KIDAN.

Subject to a fixed price, each fraction of a quarter-hour, including the journey, shall be charged as a full quarter-hour in accordance with the rates indicated by email or in the offer; this shall also apply in the event of delays attributable to the customer, their stakeholders, or their service providers.

Article 4: Service Rates

Service rates depend on the level of consultants (e.g., engineers, technicians, project managers) involved in the intervention and/or project. KIDAN will mention them in a physical and/or written form (e.g., email, offer).

Article 5: Prices, invoicing, and due date

The prices indicated in the offer are established either in CHF (Swiss francs), EUR (euros), or USD (US dollars) with or without applicable taxes. Unless otherwise specified, shipping and insurance costs are to be borne exclusively by the customer.

Unless otherwise agreed, lump sum services, as well as hardware, software, and other supplies, are invoiced upon execution or delivery.

Invoices are payable within a 20 to 30-day window (without discount), depending on the individual service agreement and account profile.

KIDAN is entitled to apply default payment fees should an account fall into arrears beyond the agreed 20 or 30-day period.

For invoices exceeding this timeframe, default late payment fees of 1.5% applies, subject to a minimum of 200 CHF/USD/EUR and a maximum of 10,000 CHF/USD/EUR. This 1.5% rate remains applicable for each additional month the balance remains outstanding, under the same conditions.

Article 6: Delivery dates and deadlines

Delivery dates and deadlines are, unless otherwise expressly agreed, provisional with no deadline or fixed character. KIDAN respects them to the extent possible.

Article 7: Warranty and liability – Limitation and exclusion of warranty and liability

a) In general

KIDAN excludes any warranty or liability – whether express, implied, or statutory – other than that provided in these General Conditions (GC). In any case, the mandatory provisions of the law, in particular Article 100, paragraph 1 of the Swiss Code of Obligations, remain applicable.

b) Hardware, software & other supplies

KIDAN does not assume any warranty or liability to the customer with respect to hardware, software, and other supplies (including documentation) manufactured, published, or provided by a third party. The customer waives any claim for warranty or liability against KIDAN because of possible defects.

Insofar as provided for and within the limits and conditions defined by the manufacturer, software publisher, or supplier, the customer shall benefit from the manufacturer’s warranty.

If necessary, KIDAN assigns to the customer any warranty or liability claims which it may have against the manufacturer, software publisher, or supplier.

The customer acknowledges that the warranty is limited to replacement and cannot claim damages.

c) Provision of services

KIDAN does not guarantee that IT security solutions are free of flaws or vulnerabilities.

Under no circumstances shall KIDAN be liable for indirect, incidental, or consequential damages including loss of business, revenue, or data.

Article 8: Reservation of ownership

The results of the services and products of KIDAN remain until full payment the property of KIDAN .

Article 9: Confidentiality

All information and data exchanged between KIDAN and the customer are strictly confidential. KIDAN may share such information with affiliated entities, subsidiaries, integrated partners, or subcontractors solely to the extent necessary for the performance of agreed services, provided that such parties are bound by equivalent confidentiality obligations. Any disclosure beyond this scope requires the prior written consent of the customer.

Article 10: Data protection

The parties undertake to comply with the relevant legal provisions on data protection.

Article 11: Intellectual property, licenses, & other rights

The customer agrees to respect intellectual property rights and may not resell or export products without written permission.

Article 12: Information sheets

All information provided is for informational purposes only and is subject to change.

Article 13: Disclaimer

KIDAN disclaims liability for damages arising from incorrect customer cooperation, loss of data, or events beyond its control.

Article 14: Unfair Recruitment

The client agrees not to recruit KIDAN employees during the contract and up to one year after.

Violation results in a penalty equal to the employee’s last gross annual salary or minimum CHF 100,000.

Article 15: Applicable law & place of jurisdiction

The legal relationship is subject to Swiss law.

Article 16: Final Provisions

KIDAN reserves the right to modify these terms at any time.

If any provision is invalid, the rest remains effective.