General terms and conditions

dartera keeps these terms deliberately clear and fair so that collaboration remains transparent for both parties and everyone can focus on what matters. These T&C govern all services provided by dartera, including the dartera Care Plan (hosting and support) and the outbound lead generation service under the brand “Akquire”. They become part of the contract as soon as the client accepts them. Acceptance is constituted in particular by payment of an invoice that references these T&C (Art. 1 para. 3).

dartera expressly draws attention to the following provisions of material economic significance or provisions that deviate from statutory defaults:

• Adjustment of compensation after expiry of an introductory or discount period to the regular price, as well as price adjustments (Art. 25);
• Exclusion and limitation of liability to the extent permitted by law (Art. 4 and 29);
• Right to suspend services and to temporarily take the website offline in the event of payment default (Art. 8);
• Client’s obligation to indemnify dartera for content provided by the client and for the operation of the client’s website (Art. 9);
• Right of dartera to engage third parties and to change the hosting provider without prior notice (Art. 22);
• Ownership of the code repository and open-source components remains with dartera (Art. 12 and 27);
• Fixed Care Plan contract period of 12 months with automatic renewal for successive 12-month periods and a notice period of one month prior to the end of the period; no refund of prepaid compensation; deletion of backups one month after contract termination (Art. 30);
• Deemed approval for cooperation and acceptance (Art. 3 and 14);
• For Akquire: sole responsibility of the client for the legal compliance of their sales and marketing activities (Art. 40).

Part A – General Provisions (Art. 1–17)

Art. 1 Subject Matter and Scope

1. These General Terms and Conditions (T&C) apply to all current and future contractual relationships between the client and dartera GmbH, Bahnhofstrasse 11, 6300 Zug, CHE-317.493.397 (hereinafter “dartera”). The client’s own general terms and conditions shall only become part of the contract if dartera has expressly agreed to them in writing.
2. These T&C apply to all services provided by dartera, in particular website development, design, hosting, support (dartera Care Plan) and outbound lead generation (Akquire).
3. The client accepts these T&C by signing a proposal or quotation, by email confirmation, or at the latest by payment of an invoice that references these T&C.

Art. 2 Deadlines

1. Unless explicitly agreed otherwise, delivery deadlines and dates are not binding on dartera.
2. Delays caused by missing or late deliverables from the client are not the responsibility of dartera and do not entitle the client to withhold payments.

Art. 3 Cooperation

1. The client shall provide dartera with all required documents, access credentials, information and materials in good time. Delays caused by insufficient cooperation on the part of the client are the client’s responsibility.
2. If the client fails to respond to a request from dartera within five (5) business days, the relevant service or partial service shall be deemed approved.
3. Each party shall designate a contact person with decision-making authority.

Art. 4 Liability

1. All liability of dartera is excluded to the extent permitted by law.
2. To the extent that liability cannot be fully excluded, dartera shall only be liable for direct damages caused by proven gross negligence, up to a maximum of the compensation paid in the relevant calendar quarter.
3. In particular, liability for lost profits, data loss, reputational damage, consequential damages, and damages arising from the use or unavailability of the website or third-party services is excluded.
4. Dartera is not liable for damages caused by external service providers, tools, plug-ins or third-party platforms.

Art. 5 Force Majeure

1. Force majeure events (e.g. power outages), supply failures by third parties and other unforeseeable, extraordinary circumstances beyond dartera’s control shall release dartera from its performance obligations for the duration of the disruption.
2. This also applies to strikes and comparable events. In such cases, the client shall have no claim for damages or reduction of compensation.

Art. 6 No Guarantee of Success

1. Dartera does not guarantee that websites created will achieve or maintain specific rankings in search engines, that visitor numbers or conversion rates will reach specific values, or that online shops will generate specific revenues.
2. Dartera provides services to the best of its knowledge and ability but does not guarantee any specific commercial results.

Art. 7 Costs

1. Consumables, expenses and licences or services sourced from third parties (e.g. third-party hosting, premium plug-ins, stock images, paid API services) shall be charged to the client at cost price, unless otherwise agreed.
2. Travel and accommodation costs shall be charged on an actual-cost basis if an on-site deployment has been agreed.

Art. 8 Payment Terms

1. All prices for dartera’s services are stated in Swiss Francs (CHF), excluding VAT, unless otherwise agreed.
2. Invoices are due within 30 days of the invoice date without deduction, unless otherwise agreed.
3. In the event of payment default, dartera is entitled to charge default interest of 5% per annum, to suspend services until payment is made in full, and to temporarily take the website offline.
4. All amounts paid in advance shall not be refunded in the event of termination for cause.

Art. 9 Data Protection and Data Security

1. The client agrees that dartera may process the client’s personal data to the extent necessary for the performance of the contract.
2. The client is solely responsible for complying with data protection obligations relating to personal data processed by the client via the website.
3. The client shall indemnify dartera against any claims by third parties arising from a breach of the client’s data protection obligations.
4. Dartera shall implement appropriate technical and organisational measures to protect client data.

Art. 10 Use for Advertising and Reference Purposes

1. Dartera is entitled to use the project in its portfolio and for advertising purposes unless the client expressly objects in writing.

Art. 11 Ownership

1. All materials, templates, frameworks, tools and processes used by dartera remain the property of dartera and are not transferred to the client.
2. Third-party solutions are subject to the respective licence terms of their providers.

Art. 12 Code Repository and Open-Source Components

1. The code repository remains the property of dartera unless the parties expressly agree otherwise in writing.
2. Components under an open-source licence are used in accordance with the terms of the applicable licence.

Art. 13 Rights of Use

1. Upon full payment, dartera grants the client a simple, non-transferable right to use the website content specifically developed for the client.
2. This right of use does not extend to the underlying source code or the frameworks used.
3. Resale or sublicensing is not permitted without express consent.

Art. 14 Acceptance

1. Upon completion, dartera shall invite the client to carry out acceptance. The client shall submit a substantiated list of defects or accept the service within five (5) business days.
2. If the client does not respond within this period, the service shall be deemed accepted.
3. Minor defects do not entitle the client to refuse acceptance.

Art. 15 Warranty

1. Dartera shall remedy defects that are reported in writing at acceptance or within 30 days thereof, free of charge.
2. No warranty claims exist for defects caused by improper use or modifications made by the client.
3. Further warranty claims are excluded.

Art. 16 Confidentiality

1. Both parties undertake to keep confidential information confidential. This obligation applies for the duration of the contractual relationship and for three (3) years thereafter.

Art. 17 Final Provisions (Part A)

1. If any provision of these T&C is invalid, this shall not affect the validity of the remaining provisions.
2. Amendments to these T&C must be made in writing.

Part B – dartera Care Plan: Hosting and Support (Art. 18–30)

Art. 18 Scope of the Care Plan

1. The dartera Care Plan covers hosting of the website as well as support and maintenance services in accordance with the selected service package.
2. The exact scope of services is set out in the respective dartera quotation.

Art. 19 Hosting

1. Dartera provides the client with hosting capacity and is entitled to engage sub-hosting providers and to change the hosting provider without prior notice.
2. Dartera strives for high availability but does not guarantee any specific level of availability.

Art. 20 Support Services

1. Within the scope of the Care Plan, dartera provides support services in accordance with the selected package.
2. Support requests are processed during normal business hours (Mon–Fri, 09:00–17:00).
3. Services not included in the Care Plan shall be charged additionally on a time-and-materials basis.

Art. 21 Client Obligations under the Care Plan

1. The client shall provide dartera with the required access credentials and information.
2. The client shall notify dartera immediately of any website problems.
3. Unauthorised interventions without prior consultation are not permitted and may result in immediate termination.

Art. 22 Third-Party Providers and Subcontractors

1. Dartera is entitled to engage third parties to provide Care Plan services.
2. Dartera accepts no liability for service interruptions caused by third-party providers.

Art. 23 Data Backup

1. Within the scope of the Care Plan, dartera creates regular backups of the website in accordance with the selected service package.
2. Dartera accepts no liability for data loss despite backup measures.

Art. 24 Domain and SSL

1. If agreed, dartera shall manage the domain and SSL certificate. The domain remains the property of the client.
2. Upon termination, domain access credentials shall be transferred to the client provided all invoices have been paid.

Art. 25 Compensation and Price Adjustments under the Care Plan

1. Compensation is payable monthly or annually in advance.
2. Upon expiry of any discount period, the regular price shall apply.
3. Dartera is entitled to adjust prices with 30 days’ prior notice.

Art. 26 Service Restrictions under the Care Plan

1. Dartera is entitled to restrict hosting services in the event of violations, excessive resource usage or payment default.
2. In the event of suspension due to payment default, no claim for compensation shall arise.

Art. 27 Open-Source Components and Licences under the Care Plan

1. Open-source software used within the Care Plan remains the property of its licensors and is used in accordance with the applicable licences.
2. Dartera accepts no liability for security vulnerabilities in third-party software.

Art. 28 Usage Restrictions under the Care Plan

1. The client undertakes not to use the hosting infrastructure for illegal purposes, not to send spam emails, and not to host content that infringes copyright.
2. In the event of violations, dartera is entitled to terminate the Care Plan with immediate effect.

Art. 29 Liability under the Care Plan

1. The liability provisions of Art. 4 of these T&C apply mutatis mutandis to the Care Plan.
2. In particular, dartera is not liable for damages caused by outages of third-party providers or by the client’s own interventions.

Art. 30 Term and Termination of the Care Plan

1. The Care Plan is concluded for a fixed term of 12 months and automatically renews for successive periods of 12 months unless terminated in writing with one (1) month’s notice prior to the end of the relevant period.
2. Compensation paid in advance shall not be refunded.
3. After termination, backups shall be retained for one (1) month and then deleted.

Part C – Akquire: Outbound Lead Generation (Art. 31–40)

Art. 31 Scope of Akquire

1. Akquire is an outbound lead generation service that helps companies reach potential clients through automated outreach campaigns.
2. The exact scope of services is set out in the respective dartera proposal.

Art. 32 Onboarding and Setup

1. At the outset, dartera and the client conduct an onboarding process during which target groups, messaging, channels and objectives are defined.
2. The client shall provide all required information and access credentials in good time.

Art. 33 Term and Termination of Akquire

1. Akquire contracts are concluded for a minimum term as set out in the proposal.
2. After the minimum term, the contract renews by one month unless terminated with one month’s notice.
3. Compensation paid in advance shall not be refunded.

Art. 34 Compensation for Akquire

1. Compensation is payable monthly in advance as set out in the proposal.
2. The provisions on price adjustments in Art. 8 and 25 apply mutatis mutandis.

Art. 35 Technical Infrastructure and Third-Party Services

1. For Akquire, dartera uses various third-party services. The client agrees to their use.
2. Dartera accepts no liability for outages or restrictions of these third-party services.

Art. 36 No Guarantee of Success for Akquire

1. Dartera does not guarantee any specific number of generated leads or appointments.
2. Dartera provides services to the best of its ability and continuously optimises campaigns.

Art. 37 Client Obligations for Akquire

1. The client shall provide all required information and materials in good time.
2. The client shall review and approve campaign texts within five (5) business days.
3. The client shall notify dartera immediately of any relevant changes.

Art. 38 Data Processing for Akquire

1. Within the scope of Akquire, dartera processes contact data of potential clients. The client shall ensure that the collection and use of such data complies with applicable data protection laws.
2. The client shall indemnify dartera against all claims by third parties arising from any data protection non-compliant use.

Art. 39 Liability for Akquire

1. The liability provisions of Art. 4 apply mutatis mutandis to Akquire.
2. Dartera is not liable for damages caused by account suspensions by third-party platforms.

Art. 40 Compliance and Legal Conformity for Akquire

1. The client is solely responsible for ensuring that their sales and marketing activities comply with applicable legal requirements.
2. Dartera accepts no responsibility for the legal compliance of the client’s outreach activities.

Part D – Jurisdiction and Applicable Law

These T&C and all contractual relationships between the client and dartera are governed exclusively by Swiss law, to the exclusion of conflict of laws rules. The exclusive place of jurisdiction for all disputes is Zug, Switzerland.