Note — draft version
DRAFT, not yet legally approved. Prepared as a professional draft under the Swiss Code of Obligations (CO) with regard to the EU legal framework; it must be reviewed by counsel admitted in Switzerland/the EU before binding use. Items marked [TBD] require business-specific input (e.g. liability caps, payment terms). The German version is authoritative. As of: 2026-08.
1. Scope
These General Terms and Conditions (GTC) govern all contracts between Dxzio GmbH, Cham ("Dxzio") and its customers for the provision of architecture, engineering and advisory services in the field of sovereign agentic infrastructure. They are addressed exclusively to businesses, public authorities and other organisations (B2B), not to consumers. Diverging customer terms apply only where Dxzio agrees to them in writing.
2. Subject matter and services
The scope and content of the services follow from the respective individual contract, offer or Statement of Work (SOW). These GTC apply in addition; in the event of conflict the individual contract prevails. Dxzio performs services with the care of a competent provider; a specific result is owed only where expressly agreed (contract for work). Advisory and architecture services do not constitute legal, tax or investment advice.
3. Formation of contract
Offers by Dxzio are non-binding unless expressly designated as binding. The contract is formed upon Dxzio's written order confirmation or upon both parties signing the individual contract. Text form (including qualified electronic signature or email) is sufficient unless agreed otherwise.
4. Customer's duties to cooperate
The customer provides Dxzio, in good time, completely and free of charge, with all information, access, systems and contacts required for performance. Delays resulting from late or deficient cooperation are not borne by Dxzio. The customer ensures it is entitled to transfer the data it provides.
5. Remuneration and payment
Remuneration follows the individual contract (time and materials or fixed price). All prices are exclusive of statutory VAT. Invoices are payable net within [TBD, e.g. 30] days of the invoice date. In the event of default, Dxzio may charge default interest of [TBD, e.g. 5%] p.a. and, after reminder, suspend services.
6. Dates and deadlines
Dates and deadlines are binding only where expressly agreed as binding in writing. Where delays are foreseeable, the parties inform each other without delay and agree reasonable new dates.
7. Intellectual property and rights of use
For work results created specifically for the customer under the contract, Dxzio grants the customer, upon full payment, a non-exclusive right of use, unlimited in time and territory, for the agreed purpose. Pre-existing know-how, reusable components, tools and open-source elements remain with Dxzio or the respective rights holders; open-source components are subject to their respective licences.
8. Confidentiality
Both parties keep confidential all information of the other party designated as, or evidently, confidential, and use it only to perform the contract. This obligation survives termination. Excepted is information that is public or must be disclosed by law or official order.
9. Data protection and processing
Where Dxzio processes personal data on the customer's behalf, the parties conclude a data processing agreement (DPA) under Art. 9 revFADP and — where applicable — Art. 28 GDPR. Details are set out in the separate data processing agreement. Dxzio's privacy notice also applies.
10. Warranty
Dxzio warrants that services are performed professionally and in accordance with the agreed scope. Defects must be notified in writing without delay upon discovery, at the latest within [TBD, e.g. 30] days. Dxzio remedies justified defects within a reasonable period by rectification. Further statutory rights remain reserved to the extent not validly excluded.
11. Liability
Dxzio is liable without limitation for damage caused by gross negligence and intent, and for injury to life, body and health in accordance with mandatory law. For slight negligence Dxzio is liable only for breach of material contractual duties, limited to the foreseeable damage typical for the contract, but no more than [TBD, e.g. the remuneration paid in the relevant contract year]. Liability for indirect damage, lost profit and data loss is excluded to the extent legally permissible. Mandatory statutory liability (including product liability) remains unaffected.
12. Term and termination
Term and notice periods follow the individual contract. The right to extraordinary termination for good cause is reserved to both parties. Terminations require text form. On termination, Dxzio hands over the paid work results and supports an orderly handover per the individual contract.
13. Force majeure
Neither party is liable for non-performance to the extent it results from events of force majeure (including natural events, failures of upstream providers, official measures, large-scale network or power outages). The affected party informs the other without delay; deadlines are extended reasonably.
14. Final provisions
Amendments and additions require text form. Should individual provisions be invalid, the remainder of the contract stays valid; the invalid provision is replaced by a valid one that comes closest to the intended purpose. Swiss law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Cham, Canton of Zug, Switzerland, unless mandatory law provides otherwise.