General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all services that Butler Office provides in the areas of administration, marketing and IT for private individuals, companies and associations (hereinafter the “customer”).

1.2 The version published when the contract is concluded is authoritative.

1.3 The contractual documents apply in the following order: (1) the individual agreement, i.e. the contract, order confirmation or statement of work (SOW); (2) a service level agreement (SLA), where one has been agreed; (3) the data processing agreement (DPA), where one has been concluded; (4) these GTC. In the event of contradictions, the more specific agreement takes precedence over the more general one. For the processing of personal data on behalf of the customer, the DPA takes precedence within its scope.

1.4 Deviating terms of the customer apply only if Butler Office has agreed to them in text form.

1.5 Consumers are customers who obtain services for their personal or family needs. Mandatory statutory provisions for their protection take precedence over these GTC in every case. Where a provision applies only to companies and associations, this is expressly stated.

1.6 Where these GTC require text form, an e-mail is sufficient.

2. Contracting party

2.1 The customer’s contracting party is the sole proprietorship:

2.2 “Butler Office” is the brand of this sole proprietorship and is used in these GTC as the designation of the contracting party.

2.3 Butler Office may engage specialists and service providers for the provision of the services. In doing so, Butler Office remains the customer’s contracting party and responsible for performance in accordance with the contract. Services of third-party providers under clause 15 remain reserved.

3. Offer and conclusion of contract

3.1 The information on the website does not constitute binding offers but a description of the services.

3.2 Unless stated otherwise in the quotation, it remains valid for 30 calendar days from the date of issue.

3.3 The contract is concluded when the customer accepts the quotation in text form or by signature, or when Butler Office confirms an order in text form. Butler Office confirms orders placed orally in text form.

4. Scope of services

4.1 The nature and scope of the services are determined by the quotation, the order confirmation or the statement of work. Anything not listed there is not owed.

4.2 Butler Office provides the services with due care and in accordance with the recognised state of the art. In the case of services, Butler Office owes diligent performance but no specific result. A specific work result is owed only if it has been expressly agreed.

4.3 Specific service levels, in particular support hours, response and recovery times or availability levels, apply only if they have been agreed in writing.

5. Customer’s duties to cooperate

5.1 The customer provides the information, documents, access and decisions required for the service in good time and in full, and designates a contact person.

5.2 The customer is responsible for ensuring that it holds the necessary rights to the content and data it supplies and that their use is lawful.

5.3 Unless data backup is expressly part of the assignment, the customer backs up its data itself before work is carried out on its systems. Butler Office draws the customer’s attention to this before such work.

5.4 If the service is delayed because cooperation is lacking or late, the dates are postponed accordingly. If this results in additional work, Butler Office may, after prior notice, charge for it at the agreed rates.

6. Prices and terms of payment

6.1 The prices stated in the quotation apply, in Swiss francs (CHF). Butler Office is currently not entered in the VAT register. For this reason, no value added tax is shown on the current prices. If a statutory liability for value added tax arises during an existing contractual relationship, the treatment of value added tax is governed by the respective price agreement and the applicable law. For new offers and contracts, prices will be shown in accordance with the statutory requirements from the time the tax liability arises. Consumers are always quoted the price actually payable.

6.2 Services charged on a time and materials basis are invoiced at the agreed rates and shown transparently in the invoice. Expenses and third-party costs (for example licences, domains, hardware) are charged only if they have been agreed.

6.3 Unless otherwise agreed, invoices are payable net within 14 days of the invoice date. For licences, hardware and other third-party services, Butler Office may require advance payment.

6.4 In the event of default in payment, the customer owes the statutory default interest of 5% per year. Reminder fees are charged only to the extent that they have been agreed in the contract with a specified amount.

6.5 If the customer is in default despite a reminder setting a reasonable grace period, Butler Office may suspend ongoing services until payment is made. Butler Office gives prior notice of this. Clause 25.5 remains reserved.

7. Dates and performance periods

7.1 Dates are target dates unless they have been expressly agreed as binding.

7.2 If Butler Office cannot meet a binding date, Butler Office informs the customer without delay. The customer may set a reasonable grace period; the statutory rights in the event of default remain preserved.

8. Changes to the scope of services (change requests)

8.1 Both parties may propose changes to the scope of services. Butler Office communicates how the change affects the price and the dates.

8.2 Changes and additional services are carried out only once they have been agreed in text form. This does not apply to urgent measures to avert imminent damage; Butler Office informs the customer of these without delay.

9. Administration and marketing

9.1 Butler Office provides administrative and organisational support services on the basis of the customer’s information and documents, for example preparing and compiling tax and accounting documents or providing administrative support for correspondence with authorities. Unless expressly agreed and legally permissible, the services do not include legal advice, tax advice or statutory audit services. Administrative support, the preparation of documents or coordination with authorities and specialists is no substitute for individual advice from appropriately qualified professionals.

9.2 In marketing, Butler Office owes the agreed work but no specific result such as reach, search engine rankings, enquiries or revenue.

9.3 Content is approved by the customer before publication, unless otherwise agreed. Third-party platforms (for example social networks) are subject to their own terms; Butler Office has no influence on changes, restrictions or blocks imposed by the platform.

10. Websites and digital projects

10.1 This clause applies to websites, online shops and other digital projects that Butler Office implements for customers. The scope, functions and number of revision rounds are determined by the statement of work.

10.2 After handover, the customer inspects the work result and reports recognisable defects in text form. The inspection period is determined by the statement of work; if it does not specify one, the period is 14 calendar days from handover. Butler Office draws attention to this period at handover. Companies and associations: The work result is deemed accepted if the customer puts it into productive use or does not report any material defects within the inspection period. Private individuals: The inspection period serves orderly processing; private individuals do not lose any rights through silence alone. For all customers, defects that were not recognisable on inspection (hidden defects) and mandatory statutory rights remain reserved.

10.3 The customer is responsible for the legal content of its website (for example legal notice, privacy policy, mandatory information). Butler Office assists with the technical implementation but does not provide legal advice.

10.4 Where possible, domains are registered in the customer’s name. Upkeep, updates and maintenance after handover are owed only if they have been agreed.

11. Hosting and managed services

11.1 Hosting and managed services are operated on the infrastructure of carefully selected data centre and platform providers.

11.2 Butler Office endeavours to ensure operation that is as uninterrupted as possible. A specific level of availability is owed only if it has been agreed in an SLA. Where possible, Butler Office gives advance notice of plannable maintenance work.

11.3 The customer uses the services only for lawful purposes and within the agreed scope. It keeps access credentials secret and reports any suspicion of misuse without delay.

11.4 If a service of the customer endangers the security or operation of the infrastructure or violates applicable law, Butler Office may temporarily restrict or block it. Butler Office informs the customer in advance where possible, otherwise without delay afterwards, and lifts the measure as soon as the reason for it has ceased to exist.

12. Microsoft 365, cloud and infrastructure

12.1 Third-party cloud services and licences (for example Microsoft 365) are subject to the contractual terms and terms of use of the respective provider. The tenant and the data stored in it belong to the customer.

12.2 Butler Office is granted the administration rights required for the service for the duration of the assignment. The customer retains its own administrative access at all times or receives it at the latest when the contract ends.

12.3 Butler Office has no influence on outages or on changes to functions, terms and prices by the provider.

12.4 For work on on-site infrastructure, the customer ensures access to premises and systems as well as the necessary operational conditions.

13. Security services, audits and penetration tests

13.1 Security services, audits and penetration tests can reduce security risks and reveal vulnerabilities. They are a snapshot in time. Butler Office guarantees neither complete security nor the detection of all vulnerabilities nor the defence against future attacks.

13.2 Butler Office carries out security assessments and penetration tests only on the basis of an express order in text form, with a defined scope, within the agreed time window and only on systems for which authorisation exists.

13.3 The customer confirms that it is entitled to dispose of the systems to be tested. If systems or platforms belong to third parties (for example a hosting provider), the customer obtains their consent in advance. Systems without authorisation are not tested.

13.4 Security assessments can impair operations. Butler Office discusses the risks with the customer in advance; the customer ensures that up-to-date data backups exist. The results are confidential.

14. Software development and automation

14.1 Requirements, scope of delivery and acceptance criteria are defined in the statement of work. Clause 10.2 applies to acceptance.

14.2 Solutions that build on third-party interfaces, platforms or services depend on them. If a third party changes its interfaces, terms or prices, adjustments may become necessary; these are owed only if they have been agreed.

14.3 Maintenance, further development and operation are owed only if they have been agreed. Clauses 18 and 25 apply to the rights to the work results and to the handover of source code.

15. Third-party providers and third-party software

15.1 If the customer concludes a contract directly with a third-party provider, Butler Office is not a party to that contract; the terms of the third-party provider apply.

15.2 If Butler Office brokers or resells third-party services, the licence terms and terms of use of the third-party provider apply to them in addition. Butler Office makes them available to the customer before the contract is concluded.

15.3 If a third-party provider changes its prices, Butler Office may pass on the change for future billing periods. Butler Office gives notice of this in text form at least 30 days in advance; the customer may terminate the affected service with effect from the date of the change.

16. Hardware and procurement

16.1 Depending on the agreement, Butler Office procures hardware and software in the customer’s name or resells them to the customer. Delivery times depend on the manufacturer or supplier.

16.2 The manufacturer’s guarantee terms and the statutory warranty rights apply. Benefit and risk pass to the customer on handover.

16.3 A retention of title applies only if it is expressly agreed in the individual case.

17. Data protection and processing on behalf of the customer

17.1 How Butler Office processes personal data of the customer and its contact persons as a controller is described in the privacy policy.

17.2 If Butler Office processes personal data on behalf of the customer, the parties conclude a data processing agreement (DPA). Whether a DPA is required is recorded in the statement of work.

17.3 The customer remains responsible for ensuring that the processing of the personal data it entrusts to Butler Office is lawful.

18. Rights to work results

18.1 The scope of the rights of use is defined in the quotation or statement of work. In the absence of such a provision, this clause applies.

18.2 Customer-specific work results (for example texts, designs, configurations, program code and automations created for the customer): Upon payment in full, the customer receives the right, unlimited in time and territory, to use, modify and further develop them for its own purposes. An exclusive entitlement or a transfer of the rights must be agreed.

18.3 Existing components of Butler Office (for example templates, building blocks, scripts, general automation modules, methods and know-how) remain with Butler Office. To the extent that they form part of the work result, the customer receives a non-exclusive right of use, unlimited in time, to them within the framework of that work result.

18.4 Libraries, frameworks, open-source software, purchased templates and third-party software are subject to the licence terms of their rights holders (clauses 15 and 19).

18.5 Drafts and variants that the customer has not chosen remain with Butler Office. Butler Office names the customer as a reference only with the customer’s consent.

19. Open source and third-party components

19.1 Butler Office may use open-source software and third-party components. Their licence terms apply to them. On request, Butler Office names the main components used.

19.2 Butler Office selects such components with care. Butler Office cannot vouch for their freedom from errors or for their further development by the respective publishers.

20. Customer data

20.1 Customer data remain customer data. Butler Office acquires no rights to them and uses them only to the extent necessary for the agreed service.

20.2 Butler Office does not assert any right of retention over customer data (clause 25.5).

21. Backups and restoration

21.1 Data backup by Butler Office is owed only if it has been agreed. What is backed up, how often, how long backups are retained, which recovery objectives apply and whether restore tests take place is defined in the statement of work or an SLA.

21.2 Data backups reduce the risk of data loss but do not rule it out. Outside the agreed scope, the customer itself remains responsible for backing up its data.

22. Warranty and defects

22.1 In the case of services, Butler Office is answerable for careful performance.

22.2 If a specific work result is owed, the customer reports defects in text form after discovering them. Butler Office remedies reported defects within a reasonable period. If the remedy also fails at the second attempt, the customer may demand a reasonable reduction of the remuneration or, in the case of significant defects, withdraw from the affected contract. The statutory periods apply unless otherwise agreed.

22.3 Impairments that are attributable to interventions by the customer or third parties, to changes to third-party systems, to use that was not agreed or to a lack of cooperation are not defects.

23. Liability

23.1 Butler Office is liable without limitation for damage that Butler Office causes intentionally or through gross negligence, for personal injury and in all cases in which the law mandatorily prescribes liability.

23.2 In the case of slight negligence, Butler Office is liable, to the extent permitted by law, for direct damage as follows: for one-off assignments, up to the amount of the agreed total remuneration of the affected assignment; for recurring services, up to the amount of the remuneration that the customer paid for the affected service in the twelve months preceding the damaging event. Butler Office is not liable in the case of slight negligence for indirect and consequential damage such as loss of profit.

23.3 In relation to consumers, the limitations under clause 23.2 apply only to the extent permitted by law. Liability under clause 23.1 is not limited by any provision of these GTC.

23.4 Data loss: In the case of slight negligence, liability is limited to the effort required for restoration from a proper data backup. This does not apply to the extent that data backup was an agreed service of Butler Office.

23.5 Third-party providers: Butler Office is not liable for services of third-party providers with which the customer itself has a contract. Within the framework of this clause, Butler Office is answerable for engaged specialists and service providers as for its own conduct.

23.6 Security: Security services provided with due care cannot rule out successful attacks; an attack alone does not give rise to liability.

24. Contract term and termination

24.1 Assignments and services (for example consulting, support, administrative work, marketing support): Both parties may terminate them at any time. Services provided up to that point and documented outlays are remunerated. A party that terminates at an inopportune time compensates the other party for the resulting damage.

24.2 Projects with a specific work result (for example website, software, concept): As long as the work result has not been completed, the customer may withdraw from the contract; it pays for the work performed and indemnifies Butler Office.

24.3 Recurring services (for example hosting, managed services, maintenance): The term and notice period are determined by the quotation. In the absence of a provision, both parties may terminate with 30 days’ notice to the end of a month. To the extent that the law mandatorily provides for a right to terminate at any time, that right remains reserved.

24.4 Third-party licences and subscriptions: The terms of the third-party provider apply. The customer bears obligations that Butler Office has entered into on the customer’s behalf until the next possible termination date.

24.5 The right of both parties to terminate a contract with immediate effect for good cause remains reserved. Notice of termination is given in text form.

25. Exit and handover

25.1 When the contract ends, Butler Office supports an orderly handover. Depending on the service, this includes: export of the customer data in a common format, handover of access credentials and administrative access, transfer of domains, existing documentation, configured systems and source code, to the extent that it is owed.

25.2 The scope of the handover may be specified in more detail in the statement of work.

25.3 Effort that goes beyond handing over existing data and access (for example migrations, data preparation or onboarding with a new provider) is charged at the agreed rates. Butler Office states the expected effort in advance.

25.4 After the handover, Butler Office erases remaining customer data within the agreed period or, in the absence of an agreement, within a reasonable period. Statutory retention obligations remain reserved; the DPA applies to personal data processed on behalf of the customer.

25.5 Butler Office hands over customer data even in the event of differences of opinion or outstanding claims and does not tie customers in by means of technical hurdles.

26. Confidentiality

26.1 Both parties treat confidential information of the other party as confidential and use it only for the purpose of the contract. The obligation continues beyond the end of the contract.

26.2 Butler Office binds engaged specialists and service providers to confidentiality. Statutory disclosure obligations remain reserved.

27. Force majeure

27.1 Events beyond a party’s control, in particular natural events, war, strikes, official orders and large-scale failures of energy supply or communication networks, release the affected party from its performance obligations for the duration of the disruption, but only to the extent that the event actually prevents performance. It informs the other party without delay.

27.2 If the disruption lasts longer than 30 consecutive calendar days and continues to materially prevent the affected service, either party may terminate the affected part of the services in writing. The remaining services and the customer relationship continue. Services already provided are remunerated.

28. Changes to the GTC

28.1 Individual assignments and projects are governed by the version published when the contract was concluded.

28.2 In the case of recurring services, Butler Office may propose a change to the GTC for the future. Butler Office gives notice of the change in text form at least 30 calendar days before the intended entry into force and explains it.

28.3 Silence does not constitute consent. Changes that are materially disadvantageous to the customer apply to an existing contract only if the customer expressly consents to them. If the customer does not consent, the previous version continues to apply to that contract; in addition, the customer may terminate the affected contract before the entry into force with effect from that date. The right of both parties to ordinary termination under clause 24 remains unaffected.

29. Severability

29.1 If a provision of these GTC is invalid in whole or in part, the remaining provisions remain valid. The statutory rule applies in place of the invalid provision.

30. Applicable law and place of jurisdiction

30.1 Swiss law applies. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is not applicable.

30.2 In the event of differences of opinion, the parties first seek to resolve them through discussion.

30.3 Companies and associations: The place of jurisdiction is Dielsdorf (canton of Zurich).

30.4 Consumers: The statutory places of jurisdiction apply. Mandatory places of jurisdiction remain reserved in every case.