General Terms and Conditions of Innopulse Consulting
Effective Date: 01.01.2025
Welcome to Innopulse Consulting! These Terms of Use (hereinafter referred to as “Terms”) govern your access to and use of our consulting services, software development, SaaS products, and website at www.innopulse.io. By engaging with our services or using our website, you accept these Terms in full.
Specific provisions may be outlined in individual contracts or agreements. Where conflicts arise, those contracts take precedence over these general Terms.
1. Scope and Applicability
1.1. These Terms apply to all contracts, services, and products provided by Innopulse Consulting (hereinafter referred to as “Innopulse”) to its clients (hereinafter referred to as “Client”).
1.2. Deviations from these Terms require written agreements signed by authorized representatives of both parties.
2. Acceptance of Services
2.1. Services are deemed accepted if:
- Deliverables are used in a live or productive environment.
- The Client does not raise objections within 30 days of delivery.
2.2. For software or SaaS products, acceptance is based on pre-agreed testing or go-live criteria, as outlined in the specific contract.
3. Fees, Payment Terms, and Taxes
3.1. Fees: Services are billed based on time-and-materials or fixed-price agreements as stated in the respective contract.
3.2. Currency and Payment:
- Invoices are issued in Swiss Francs (CHF) unless otherwise agreed.
- Payments are due within 30 days from the invoice date.
3.3. Late Payments:
- Interest charges apply to late payments as allowed by law.
- Innopulse reserves the right to suspend services for overdue accounts.
3.4. Taxes and Surcharges:
- Fees exclude VAT and additional charges, which will be itemized.
- Surcharges apply for services provided outside normal working hours:
- 50% surcharge: Weekdays from 11:00 PM to 6:00 AM.
- 100% surcharge: Sundays or public holidays.
3.5. Refunds are subject to the terms outlined in the respective contract or subscription agreement.
4. Intellectual Property Rights (IPR)
4.1. Ownership:
- All intellectual property (IP) created or utilized by Innopulse, including but not limited to software, designs, tools, methods, and know-how, remains the sole property of Innopulse unless otherwise agreed in writing.
4.2. Client License:
- Clients receive a non-transferable, non-exclusive license to use deliverables internally unless explicitly permitted to share or modify.
4.3. Custom Development:
- Ownership of custom software or solutions is governed by individual contracts. In the absence of such provisions, IP rights remain with Innopulse.
4.4. Third-Party Components:
- If third-party software or libraries are incorporated, their licenses apply. Clients are responsible for adhering to these terms.
5. Confidentiality
5.1. Both parties agree to treat all non-public, proprietary, or confidential information as strictly confidential.
5.2. Confidentiality obligations extend to employees, subcontractors, and affiliated entities.
5.3. These obligations survive termination of the contract for two years unless otherwise agreed.
6. Non-Solicitation
6.1. The Client agrees not to solicit or hire employees of Innopulse directly involved in providing services for 12 months after contract termination.
6.2. A breach of this clause obligates the Client to compensate Innopulse an amount equivalent to one year’s gross salary of the solicited employee.
7. Service-Specific Provisions
7.1. Consulting Services
- Deliverables such as reports, recommendations, and analyses are for internal use only.
- Confidentiality of insights or methodologies provided by Innopulse is guaranteed.
7.2. Software Development
- Deliverables will include specifications, source code (if agreed), and documentation.
- Acceptance testing will follow the criteria set forth in individual contracts.
7.3. SaaS Products
- Account Management:
- Clients are responsible for maintaining secure access credentials.
- Innopulse may suspend accounts for non-payment or misuse.
- Service Levels (SLAs):
- Guaranteed uptime of 99.9%, excluding maintenance or force majeure events.
- Planned maintenance will be communicated at least 48 hours in advance.
- Data Handling:
- Clients retain ownership of their data.
- Data export requests must be made within 30 days of contract termination.
8. Data Privacy and Security
8.1. Innopulse complies with all applicable data protection laws, including:
- Swiss Federal Act on Data Protection (FADP).
- EU General Data Protection Regulation (GDPR).
- California Consumer Privacy Act (CCPA).
8.2. Specific data processing agreements (DPAs) may be included in individual contracts where required.
8.3. For detailed information, refer to our Privacy Policy.
9. Prohibited Activities
Clients and users of Innopulse’s website or services agree not to:
- Reverse-engineer or tamper with software or SaaS products.
- Use services to distribute malicious code or illegal content.
- Attempt to gain unauthorized access to systems or data.
10. Liability and Indemnity
10.1. Innopulse’s liability is limited to direct damages caused by gross negligence or willful misconduct.
10.2. Excluded from liability are:
- Loss of profits.
- Loss of data.
- Third-party claims.
10.3. Clients agree to indemnify Innopulse against claims arising from misuse or non-compliance.
11. Force Majeure
Innopulse is not liable for delays or non-performance due to events beyond its control, including:
- Natural disasters.
- Cyberattacks.
- Governmental actions.
12. Governing Law and Dispute Resolution
12.1. These Terms are governed by the laws of Switzerland.
12.2. All disputes will be resolved in the courts of Zug, Switzerland.
12.3. International disputes may be resolved through arbitration under the Swiss Arbitration Association rules.
13. Modifications to Terms
Innopulse reserves the right to update these Terms. Significant changes will be communicated to Clients, and updates will take effect upon publication on our website.
14. Contact Information
Innopulse Consulting
Gotthardstrasse 30, 6300 Zug, Switzerland
15. Compliance with Global Standards
Innopulse adheres to international laws and standards, including:
- GDPR for EU/EEA residents.
- FADP for Swiss residents.
- CCPA for California residents.
- Australia’s Privacy Act 1988.
- Canada’s PIPEDA.
For regional-specific provisions, refer to individual agreements or contact us at info@innopulse.io.
