General terms and conditions

These general terms and conditions (GTC) apply to all services of Snappy GmbH, Thalwil ("Omnisnap", "we") under the Omnisnap brand to businesses ("customer", "you").

The following order of precedence applies: 1. the accepted offer, 2. the Omnisnap Service Level Agreement (SLA), 3. these GTC. The customer's own terms apply only if we agree to them in writing.

Omnisnap develops, runs and maintains software for your business in the form of modules: parts of your software with a clear purpose, such as a website, web shop or customer portal, at a fixed monthly price.

The module price includes:

• development and further development of the module,
• unlimited changes within the module's purpose,
• hosting, operations, monitoring, maintenance and updates,
• support through the Omnisnap console,
• unlimited users.

The dashboard and core are free. A new purpose is a new module; if a request touches that line, we tell you before we do anything. Scope, response and delivery times, security and backups are set out in the SLA.

Prototypes and prototype reports we create before working together are free and non-binding. They show what can be built and are not an offer in the legal sense.

Until an offer is accepted, prototypes remain the intellectual property of Omnisnap. On acceptance, the applications built on them pass to you in accordance with section 7.

Our offers are valid for the period stated. The contract is concluded when you accept the offer, online through the offer link or in writing. On acceptance the SLA and these GTC are agreed. Anyone accepting an offer on behalf of a company confirms they are authorised to do so.

The prices of the accepted offer apply, in Swiss francs plus statutory VAT.

• Payment frequency: you choose annual, semiannual, quarterly or monthly payment. The annual price is the lowest; the surcharges for shorter periods are stated in the offer.
• Invoices are issued at the start of each payment period to the address you specify and are payable within 30 days net.
• Late payment: if an invoice remains unpaid after a reminder, we may postpone new work after a further 14 days. Your data and your access to it are always preserved.
• Price changes are announced at least 60 days before the start of the next payment period; periods already paid are not affected.

The contract runs for an indefinite period. You can cancel any module at any time, without notice and without giving a reason, in the Omnisnap console or by e-mail. Payment periods already paid are not refunded; in return the module keeps running with all services until the end of the paid period.

We may terminate a contract with 6 months' notice to the end of a payment period. Both parties' right to terminate without notice for good cause is reserved.

When the contract ends you receive your source code and your data, and we accompany the transition as described in the SLA.

• What belongs to you: the applications we build for you, their source code, and your data, content and documents. The rights pass to you as they are created.
• What belongs to Omnisnap: the Omnisnap technology, meaning the platform, dashboard, core libraries, tooling, templates and our know-how. You receive a perpetual, free and non-exclusive right to use it as far as your applications need it, including after the contract ends.
• Your data is never passed on to third parties and never sold.

The details, including the handover of the source code, are set out in the SLA.

You name a contact person and a deputy, describe your requests in the Omnisnap console, answer questions promptly and give us the access we need to third-party systems that should be connected. You are responsible for the lawfulness of the content and data you use in your software.

We perform our services with care and according to the state of the art. We fix defects within the module price, following the priorities of the SLA. Because your software is developed continuously, this ongoing maintenance takes the place of a time-limited warranty.

Our liability is limited to the module fees of the 12 months before the event causing the damage. We are not liable for indirect damage, consequential damage or lost profit. These limits do not apply to intent and gross negligence, or where the law mandatorily requires liability.

We are not liable for failures of third-party services beyond our control, such as public networks or connected external systems, or for force majeure.

We process personal data in line with the Swiss Federal Act on Data Protection (revFADP) and, where applicable, the GDPR. As a processor we act only on your instructions. Details are in the SLA and in our privacy policy.

Both parties keep the other's confidential information confidential, also after the contract ends.

We may name your company and show your logo as a reference. You can object at any time by e-mail; we then remove it immediately.

We announce changes at least 30 days before they take effect. Changes in your favour apply immediately; changes to your disadvantage apply only with your consent, otherwise the previous version continues to apply.

Substantive Swiss law applies, excluding the Vienna Convention (CISG) and the conflict-of-law rules of the Swiss PILA. The courts of Zurich have exclusive jurisdiction.

If a provision is invalid, the others remain valid; it is replaced by the provision closest to its purpose. If the German and English versions differ, the German version prevails.