General Terms and Conditions (GTC)

Sharpsoft, Luc Baumann, Haselrain 2, 3186 Düdingen, luc@sharpsoft.ch, sharpsoft.ch (hereinafter “Sharpsoft”)

1. Scope and definitions

1.1 These GTC apply to all services provided by Sharpsoft to its customers (hereinafter “Customer”): creation and operation of websites in the Basis, Plus and Individual plans, change requests (changes) to these websites, custom solutions with a backend (Individual), search engine optimisation basics, hosting, the sale of a website without operation, and personal work by Luc Baumann.

1.2 The services are aimed at businesses, self-employed persons and organisations, not at consumers.

1.3 The following order of precedence applies: (1) the quote accepted by the Customer, (2) Sharpsoft’s service description, (3) the Annex “Processing of personal data on behalf of the customer”, (4) these GTC. General terms and conditions of the Customer apply only if Sharpsoft has agreed to them in writing.

1.4 Definitions:

Portal: Sharpsoft’s customer portal, in which the Customer enters change requests, accepts quotes, views invoices and downloads its source code.
Agents: Sharpsoft’s AI agents. They answer enquiries in the portal, prepare quotes and implement change requests. They work only internally for Sharpsoft.
Interface: the portal’s REST interface and MCP server, with which the Customer can perform the same actions as in the portal using an API token.
Change request: a change to the website with one goal (clause 12.2). Towards customers it is also called “change”.
Stages: dev (development with automated tests), test (preview for the Customer) and prod (the public website).
Billing quarter: three months from the day of go-live (clause 7.4).
Personal work: work performed by Luc Baumann himself (clause 12.13).

2. Free draft (demo)

2.1 Before an order, Sharpsoft may show the Customer a draft free of charge and without obligation. This creates no obligations for either party.

2.2 All rights to the draft remain with Sharpsoft until an order is concluded. Without an order, the Customer may neither use the draft itself nor have it implemented by third parties.

2.3 The draft runs at an address that cannot be found publicly and is deleted no later than three months after it was shown if no order is concluded.

3. Conclusion of contract

3.1 Sharpsoft’s quotes are valid for 30 days unless otherwise stated in the quote. Quotes for change requests are valid until the end of the current billing quarter; if the price changes before then, the portal shows the new price before the Customer’s yes (clause 12.4).

3.2 The contract is concluded when the Customer accepts the quote in the portal, via the interface, in writing or by email. By accepting, the Customer confirms that it has read and accepts these GTC.

3.3 Amendments and additions require text form (email, portal or interface is sufficient).

3.4 API tokens. The Customer creates and revokes API tokens in the portal and keeps them secret. Actions taken with a valid token of the Customer, including by software or an AI assistant of the Customer, are deemed declarations of the Customer, in particular the acceptance of quotes. If the Customer suspects misuse, it revokes the token immediately and reports it to Sharpsoft. The Customer is not liable for actions after the report. Sharpsoft may reasonably limit the number of requests via the interface. Data that the Customer sends to or retrieves from the interface via its own tools is processed by the providers of these tools under the Customer’s responsibility.

4. Services of Sharpsoft

4.1 The scope and content of the services are set out in the quote and the service description. Anything not listed there is not owed.

4.2 Contract types and course of a change request:

Contract for work (Art. 363 et seq. CO): the setup of a website, the setup of an Individual solution, the sale of a website without operation and each individual change request. The setup is a separate contract with its own price and its own acceptance (clause 8); a later termination of the plan does not affect it or the remuneration owed for it.
Plan (continuing contract): operation in the Basis, Plus and Individual plans is a continuing contract for the hosting of the website and the operating results named in the service description (HTTPS, daily backup, security updates, monitoring, restoring the website online). It includes no consulting and no support charged by time spent.

Mandate (Art. 394 et seq. CO): Luc’s personal work (clause 12.13).
Each change request is a separate contract for work at the fixed price accepted beforehand. The course is: follow-up questions by the agent, fixed price, the Customer’s yes, implementation on dev with automated tests, preview on test (the Customer can switch off this step in the portal), go-live on prod only after passed tests.
Withdrawal by Sharpsoft: For new pages and for quoted large change requests (clause 12.2), Sharpsoft may withdraw before go-live, at no cost to either party. For small and medium change requests there is no new price after the yes (subject to an obviously wrong price, clause 12.3).
Cancellation by the Customer: The Customer can cancel any accepted change request in Basis and Plus (including a quoted large change request) and any change request at the catalogue price at any time, even after the yes. It then pays only for the work already performed, according to the status at cancellation: only follow-up questions, nothing built yet 0%; implementation on dev in progress 50%; finished on dev with passed tests, preview not yet shown 80%; preview shown on test 100% of the fixed price, in each case in whole francs. The portal shows the amount before the Customer confirms the cancellation. Sharpsoft asserts no further claims arising from the cancellation. The Customer can cancel the setup of a website in Basis and Plus and the purchase of a website without operation free of charge until acceptance (clause 8.2); the stages above do not apply to this. The price is owed only upon approval of the finished website (clause 7.3). After such a cancellation, the Customer receives no rights to the website (clause 9.1). For Individual (setup and quotes for features or work on the backend), each quote sets the cancellation rule individually; the stages above do not apply automatically.

4.3 Sharpsoft provides the services with care and in accordance with the current state of the art. The website is built for the versions of Chrome, Safari, Firefox and Edge current at the time of acceptance, on computer and smartphone.

4.4 Search engine optimisation: Sharpsoft implements the technical and content basics for good findability (page structure, titles, descriptions, structured data, sitemap, loading time). Sharpsoft has no influence on the assessment by Google and other providers. Particular positions in search results, visitor numbers or revenues are not guaranteed.

4.5 Sharpsoft may engage auxiliary persons and subcontractors, for example data centres or software services. Sharpsoft uses software tools, including AI agents, for the work. In doing so, Sharpsoft passes on confidential data of the Customer only to services that are contractually bound to confidentiality; clause 4.8 applies to the AI provider.

4.6 Sharpsoft may use proven open-source components for websites. Their licences apply to them. A list of all third-party licences is in the Customer’s repository (clause 9.2).

4.7 No AI in customer solutions. Sharpsoft does not build AI agents, chatbots or AI assistants into customers’ websites or Individual solutions, including embedded third-party chatbot services. Sharpsoft declines such change requests at no cost.

4.8 AI provider Anthropic, no training. Sharpsoft’s AI agents use Claude by Anthropic. For this purpose, Anthropic processes the data that the Customer enters or uploads in the portal or via the interface, and the code of its website. Anthropic does not use this data to train its AI models and retains it only for a limited period, as a rule up to 30 days. Sharpsoft’s contractual partner is Anthropic Ireland, Limited; processing may also take place in the USA (clause 15.3). Training with this data is switched off in Sharpsoft’s account. The Customer does not enter any confidential data in the portal or via the interface, in particular no passwords or access credentials, no trade secrets, no personal data of its clientele and no sensitive personal data (for example health data). If a change request requires such information, the Customer reports this in the portal; Luc then arranges a secure way. The Customer can choose the option “AI with data processing agreement” in the quote; it costs 25% more on plan, setup and change requests. With the option, the agents process the Customer’s data exclusively via a business account of Anthropic with a data processing agreement and standard contractual clauses with a Swiss addendum. Without the option, the list price applies; Sharpsoft may then also use another Anthropic account in which training is switched off, without a data processing agreement. The Customer can add or remove the option at any time with effect from the next billing period.

5. Deadlines

5.1 Dates and deadlines in quotes and project plans are guideline values and not binding fixed dates, unless they are expressly designated as binding in writing. Contractual penalties are excluded.

5.2 Dates are postponed appropriately if the Customer delivers content, approvals, access or other cooperation (clause 6) late, if it changes the scope or if third parties (e.g. the previous provider) cause delays.

5.3 The agents answer enquiries and implement change requests quickly as a rule. This is the normal case but not a commitment: Sharpsoft does not commit to any reaction, response or implementation times (clause 11.2).

6. Cooperation of the Customer

6.1 The Customer delivers in good time and in full:

texts or keywords, images, logos, prices, product data and other content,
access to the previous website, to the domain and to systems that are to be connected or replaced,
approvals and feedback within 10 working days.

6.2 The Customer is responsible for the content it delivers. It confirms that it holds the necessary rights to it (copyright, trademark and personality rights, consent of persons depicted) and that the content is lawful. It indemnifies Sharpsoft against third-party claims arising from its content. The Customer checks texts that Sharpsoft creates from its keywords or translates before approval.

6.3 Images and texts procured by Sharpsoft are licensed (e.g. royalty-free image databases) or created by Sharpsoft itself. The licence records are in the repository (clause 9.2).

6.4 Mandatory content of the website, in particular the legal notice and privacy policy, is based on the information provided by the Customer. The Customer is responsible for the accuracy of its information and for the legal review of its data processing. Sharpsoft does not create legal texts; it only supplies the text module on hosting (hosting target, server logs) for the Customer’s privacy policy, and in the Individual plan the module “Legal” is available as a template. This is not legal advice.

6.5 Before Sharpsoft takes over data from an existing system, the Customer backs up this data itself. During a migration, Sharpsoft works with copies and changes the previous system only by agreement.

6.6 The Customer ensures that its previous email service remains in place or that it switches to a new provider in good time (clause 11.4).

7. Prices and payment

7.1 Fixed prices only. The fixed prices from the catalogue in the service description or from the quote apply. Change requests are carried out only at the fixed price accepted beforehand. Personal work by Luc is available only after booking by the Customer or after its consent to a proposal stating quarter hours and price. It costs CHF 160 per hour and is billed per quarter hour or part thereof (CHF 40). The price is visible in advance. Personal work is never included in another price and never free of charge; the only exceptions are governed by clause 12.10 (escalation), clause 12.13 (conversations before conclusion of the contract) and clauses 13.4–13.5 (exit and discontinuation).

7.2 Sharpsoft is not subject to VAT. The prices are final prices without VAT. If Sharpsoft becomes subject to VAT, VAT will be added to ongoing plans from that point in time.

7.3 Due date of the setup. “Approval” here means acceptance under clause 8.2.

Basis: The first year is a package price “setup including first Basis year” (CHF 490 for a Onepager, CHF 790 for up to 6 pages), due upon approval of the finished website and shown on the quote and invoice as one item. Of the package price, CHF 391 or CHF 691 respectively is attributable to creation (contract for work, earned upon acceptance) and CHF 99 to operation in the first year (plan). From the second year, Basis costs CHF 99 per year.
Plus: The setup is due upon approval of the finished website, as is the first quarter.
Website without operation (purchase): due upon approval of the finished website.
Individual: 30% upon acceptance of the quote, 40% upon acceptance of the first milestone on test, 30% upon acceptance on prod. If the setup without Luc’s review is below CHF 3'000: 50% upon acceptance of the quote, 50% upon acceptance of the work.
Individual analysis phase: fixed price CHF 490 (without legacy system) or CHF 990 (with legacy system), due upon acceptance. If the order follows within 3 months (date in the quote), the analysis is deducted from the first instalment.

7.4 Ongoing billing:

Billing quarters: The contract year begins on the day of go-live on prod (for Individual: go-live of operation) and has four billing quarters of three months each, each starting on the same calendar day. If that day does not exist in a month, the last day of the month applies. “Pro rata” means to the exact day, rounded to 5 centimes.
Basis: annually in advance. Change requests are billed upon the yes or collected on the quarterly collective invoice, at the Customer’s choice in the portal. One small change request per billing quarter is included (clause 12.4).
Plus: quarterly in advance CHF 267 or, from the start of a contract year, annually CHF 1'068.
Plan change: pro rata under clause 12.7. When changing from Basis to Plus, at least one month is billed; during the paid Basis year, CHF 24.75 is credited per Plus quarter, but not paid out.
Individual: operation and any change flat rate quarterly in advance.
Additional hosting costs under clause 11.6 as a separate item on the next invoice.

7.5 No discounts, one referral credit. Sharpsoft grants no discounts and claims nothing back. If a Customer recommends Sharpsoft, it receives a credit of CHF 50 on the next invoice as soon as the recommended business has paid its first invoice. The credit is never reclaimed and is not paid out.

7.6 Payment method: QR-bill, with no surcharge, payable within 30 days net. If Sharpsoft offers further payment methods (for example card or TWINT), it informs the Customer of this in advance in text form; no surcharge applies to these either. Card data is then processed only by the payment provider, never by Sharpsoft.

7.7 Late payment and temporary switch-off. Plan fees are owed in advance; the Customer is obliged to pay in advance, and Sharpsoft provides operation only against prepayment. After expiry of the payment deadline, the Customer is in default without a formal reminder. Payment reminders, formal reminders and the setting of deadlines are validly made by email to the stored address and in the portal. The Customer cannot unsubscribe from invoices, payment reminders, formal reminders and the setting of deadlines, nor from the email with the personal access link. The Customer can unsubscribe from all other emails in the portal; the notifications remain visible in the portal. The days are counted from the due date:

after 5 days: payment reminder with QR-bill;
after 20 days: first formal reminder with reference to default interest of 5% per year. From then on, Sharpsoft implements new change requests only after payment;
after 35 days: second formal reminder announcing the temporary switch-off after 10 days, only by email and in the portal;
after 40 days: The Customer agrees that Sharpsoft may display, for no more than five days before the switch-off, a neutral banner at the top edge of the website with the text “This website will be temporarily switched off shortly”. The banner names neither Sharpsoft nor a reason. The Customer can exclude the banner in the portal or in text form; the switch-off then follows without a banner.
after 45 days: Sharpsoft may temporarily suspend publication of the website. Visitors then see only the neutral page “This website is temporarily unavailable”.

No switch-off takes place as long as the Customer has disputed the invoice with reasons in text form before the due date and the dispute has not been resolved; the undisputed part remains payable. Sharpsoft never names a payment, a debt or a person, neither on the website nor otherwise publicly. During the switch-off, the payment obligation for the current contract period remains in place. After payment, the website is put back online free of charge as soon as the payment has been booked. Domain, content, data and access to the paid source code remain with the Customer even during default; Sharpsoft asserts no right of retention over them and does not block paid services. Debt enforcement remains reserved.

8. Acceptance and warranty

8.1 Setup and purchase. Sharpsoft reports completion and shows the website on test. The Customer checks it within 10 working days and reports defects in text form with a comprehensible description. For Individual, this applies to each milestone. Clause 8 applies to the purchase of a website without operation in the same way as to the setup.

8.2 The website is deemed accepted when the Customer approves it in the portal, when it goes live on prod with the Customer’s consent, or when the review period expires without a notice of defects. Insignificant defects do not prevent acceptance; Sharpsoft remedies them subsequently.

8.3 Warranty for the setup (applies only to businesses, clause 1.2). Sharpsoft warrants that the website has the properties agreed in the quote at the time of acceptance. The Customer reports obvious defects within the review period of clause 8.1, hidden defects immediately after their discovery (portal or email is sufficient). Sharpsoft remedies defects in the setup that are reported within 12 months after acceptance free of charge; thereafter the rights in respect of defects become time-barred (shortening of Art. 371 para. 1 CO). The shortening does not apply to defects that Sharpsoft has fraudulently concealed. If the remedy does not succeed within a reasonable period, the Customer can demand an appropriate price reduction. Rescission is only possible if the website is unusable for the Customer. Further warranty claims are excluded to the extent permitted by law.

8.4 Change requests.

A change request is deemed accepted when the Customer approves it in the preview or, with the preview switched off, upon go-live on prod. If the Customer switches off the preview, it checks its changes itself after go-live.
Two preview rounds are included per change request. A third round is a new small change request with the price stated in advance.
Sharpsoft remedies errors in a change request that the Customer reports within 14 days after go-live free of charge. If the result deviates from what was agreed, this is a defect and is also free of charge.
Sharpsoft corrects translation errors that the Customer reports during the preview or within 14 days free of charge.

8.5 The following in particular are not defects: changes by the Customer or third parties, changes to browsers, Google, payment or other third-party services after acceptance, content of the Customer, and change requests that were not in the quote.

9. Source code and rights to the website

9.1 Rights. Upon full payment, the Customer receives a perpetual, transferable right, unrestricted in content, to use and modify the website created for it, the design and the source code written specifically for it. It may also have the website further developed and operated by third parties. For Individual, this applies in each case to the status of the last paid milestone; the result of the analysis phase and the code up to the last paid milestone belong to the Customer even if the project is cancelled.

9.2 One repository per customer, always on GitHub. The entire source code is always in exactly one GitHub repository of the Customer in Sharpsoft’s GitHub organisation. It contains everything that belongs to the website: website code, texts, images and fonts, any backend with database schema and migrations, the configuration for build and deployment, the automated tests, instructions for build and deployment, the handover information (clause 13.6) and a list of all third-party licences. Personal data is never stored in the repository.

9.3 Access at any time. From payment of the first year or of the setup (for Individual: per paid milestone), the Customer has two means of access, both of which it can use:

download of the current status including version history in the portal, at any time;
read access on GitHub for the accounts that the Customer enters in the portal, including for its IT staff: to the main branch (main) and to all of Sharpsoft’s working branches.

When a website without operation is purchased, Sharpsoft transfers the repository to the Customer’s GitHub account after payment of the purchase price, as on exit (clause 13.4), or gives it the complete download.

As long as Sharpsoft operates the website, only Sharpsoft changes the code, so that every change goes live tested. Customer accounts receive no write permissions. Access to what has been paid for is not blocked even in the event of late payment. For Individual, there is additionally a data export in the portal at any time (database as SQL dump and uploaded files, from the daily backup).

9.4 Shared building blocks and exceptions. Sharpsoft’s shared building blocks are in the repository as a copy. The Customer receives a permanent, free-of-charge and transferable right to use them for its website. Sharpsoft retains the rights to these building blocks, to tools, templates and know-how, and may continue to use them. Not part of the service and the handover are Sharpsoft’s platform (portal, agents, prompts), Sharpsoft’s server and provider accounts, and secrets such as keys and passwords. The Customer receives a list of the necessary settings. Keys from the Customer’s own contracts belong to the Customer.

9.5 Footer. As long as Sharpsoft operates the website, the footer contains “Website by sharpsoft.ch” with a link. The notice is designed neutrally, without any advertising statement, set as a “nofollow” link and clearly separated from the Customer’s legal notice. It is not tied to any discount. After switching to another hosting provider, the Customer may remove it; on request, Sharpsoft removes it before the handover. Anyone who purchases a website without operation may remove the notice at any time.

9.6 Reference. Sharpsoft may name the Customer as a reference with name, logo and an image of the website. The Customer can prohibit this at any time in text form, without consequences.

10. Domain

10.1 Domains are registered in the Customer’s name so that they belong to the Customer. If Sharpsoft manages the DNS records, the Customer receives the transfer code (auth code) and the access credentials at any time on request.

10.2 The registrar’s fee (approx. CHF 10–20 per year) is not included in any price. The Customer pays it directly to the registrar.

11. Operation and hosting

11.1 Hosting target. Sharpsoft chooses the hosting target for each website (at the Customer’s request, a firmly guaranteed location in Switzerland according to an individual quote and for a surcharge):

Static websites with normal traffic run on Google Firebase Hosting (global CDN, Google LLC or Google Cloud EMEA Limited, Ireland). Google delivers them via its worldwide network of servers; there is no specific location for this.
Websites with a backend and websites with high traffic run on a server operated by Sharpsoft in Switzerland or in the European Union.

Sharpsoft may move a website between these targets or change the server location within Switzerland or the EU. This incurs no costs for the Customer; the domain and address of the website remain the same. The current target is stated in the handover information (clause 13.6).

11.2 Best effort, no SLA. Sharpsoft operates the hosting with care but does not guarantee availability. There is no SLA and no contractual penalty. Monitoring and automatic restart run around the clock; there are no contractually guaranteed reaction times. For Individual, the target is an availability of 99.5% per month, without guarantee. Interruptions due to maintenance work, disruptions at data centres, network operators or other third parties, and attacks are possible. The remedying of disruptions caused by Sharpsoft is included in the price; this gives rise to no entitlement to personal work for change requests or consulting.

11.3 Sharpsoft backs up the data of the hosted websites daily and keeps the backups separately from the server for at least 14 days. For static websites on Firebase Hosting, the complete status is also in the Customer’s repository at all times. Updates and the fixing of security vulnerabilities take place automatically and are included in all plans, including major updates together with the rework they require; they never count as a change request. Sharpsoft applies them as a rule about once a month, critical security vulnerabilities as a rule within 7 days of publication. After passed automated tests, they are normally rolled out automatically all the way to the public website (prod). The Customer can switch this off in the portal; each update then waits on test for the Customer’s approval. Sharpsoft is not liable for damage arising because an update was not applied or was applied late due to this opt-out.

11.4 No email hosting. Sharpsoft does not host email. Existing addresses only continue to work if the Customer’s previous email service remains in place. If the Customer terminates its previous web hosting, it keeps a pure email package there or switches to another provider (e.g. Google Workspace), at its own expense and directly with the provider. Sharpsoft only sets the DNS records (MX, SPF, DKIM, DMARC), included in the setup; a later change to them is a small change request. Mailboxes, migration of old emails and setup of devices are personal work and available only upon booking.

11.5 The Customer may not use the hosting for unlawful content, spam or attacks. In the event of violations or an acute danger to the server or other customers, Sharpsoft may block the affected content immediately and informs the Customer.

11.6 Traffic and hosting costs.

Normal traffic is included in every plan.
If costs above Google’s free quota arise with Firebase Hosting, Sharpsoft passes them on as a separate invoice item, at most CHF 10 per month and website.
If the costs would exceed CHF 10 per month, Sharpsoft asks the Customer before further costs arise. The Customer chooses whether it bears the costs, whether the website moves to the server or whether the traffic is limited. Without its consent, no more than CHF 10 per month is billed.
On Sharpsoft’s server, traffic is included in the plan price; for Individual, the infrastructure tier of the quote applies.

11.7 For a website without operation (purchase), Sharpsoft assumes no responsibility for updates and security after the warranty period. Change requests are then only available via a fixed-price quote.

12. Plans and change requests

12.1 Plans. The prices and services are set out in the service description:

Basis: for websites that rarely change. Operation annually, one small change request per billing quarter included, further change requests at the catalogue price.
Plus: for businesses that regularly have something new. Small and medium change requests included, one new page per billing quarter, menu channel and monthly report.
Individual: for websites with a backend (shop, booking, login, integration, migration of legacy systems), according to quote, at least CHF 199 per month.
Without operation: purchase of a website with repository for customers who do not want to host with Sharpsoft.

Basis and Plus apply only to static websites. Static are all content, embeddings of booking, reservation, map and social media services, and an order form without payment that sends orders by email to the Customer, without stock and without customer account. Payment, shopping cart, login, database, custom booking logic and integrations with third-party systems are always Individual. The Customer pays fees for embedded third-party services there.

12.2 What a change request is.

A change request is a coherent change with one goal. The same piece of information in several places counts as one change request.
If a message contains several independent goals, the agent splits them into individual change requests before pricing and tells the Customer so. A part that also makes sense on its own is a separate change request. The Customer can accept or reject each one individually.
Small: existing content changes, without a new building block (e.g. text up to about 150 words, one piece of information everywhere, up to 10 images, up to 20 lines of a list, a PDF, a link, a notice, a person in the team).
Medium: a new or rebuilt building block on an existing page (e.g. section up to about 600 words, gallery up to 30 images, newly built menu, form, embedding, text of an entire page, text over 150 words).
New page: an additional subpage with a menu entry, up to about 600 words and 15 images, texts from keywords and all booked languages included.
Large, only via fixed-price quote: new feature, new design or layout of the entire website, rebuild of more than one page in one go, shop, login, payment, integration.
Borderline cases: The agent chooses the solution that is more favourable for the Customer. In case of doubt, the smaller size applies.
Change requests are implemented individually in the order in which they were agreed.

12.3 Fixed price. Before each change request, the portal states the fixed price from the catalogue or via a quote. Work begins only after the Customer’s yes. After the yes, the price no longer changes, except in the case of an obviously wrong price (next paragraph). What is not in the quote is not included; additional change requests during implementation are new change requests with their own price. More than is included in the plan is possible in every plan, but only with the price stated in advance and after the yes; there is no silent invoice and no blocking. The agent quotes large change requests at the fixed price from the Individual module catalogue; only if this is not possible does the change request wait for Luc (clause 12.10).

Reservation for wrong prices. Every quote from the agent visibly contains the notice that an obviously wrong price will be corrected. A price is obviously wrong in particular if it is below the lowest catalogue price or recognisably does not match the quoted scope. Sharpsoft then corrects the quote, even after the yes, and gives reasons for the correction. The Customer can reject the corrected quote without incurring any costs.

12.4 Basis: price of a change request. The decisive point in time is the yes:

Introductory phase: Within 60 days of go-live, up to 16 small and medium change requests are free of charge.
Included change request: Thereafter, the first small change request of each billing quarter is free of charge. It is not transferable.
Catalogue price: All other change requests cost the catalogue price (small CHF 40, medium CHF 120, new page CHF 190), without upper limit. New pages always cost the catalogue price.

12.5 Plus: scope and usual use. Included are small and medium change requests, one new page per billing quarter (not transferable), the menu channel and the monthly report. Usual use is up to 24 small and medium change requests per billing quarter; the counter is visible in the portal. Above that, each further change request costs CHF 30 (small) or CHF 90 (medium), each further new page CHF 150, always with the price stated in advance and after the yes, without blocking. Menus in the existing menu area (menu channel) go live without a quote and without a preview, but automatically tested, and do not count towards usual use.

12.6 Offer to switch to Plus. If Plus is worthwhile for a Basis customer under the rules of the service description, the quote shows both options side by side as equals: the change request at the Basis price or the switch to Plus with the change request included. The Customer chooses. The offer appears at most once per quote, without email and without reminder. Change requests already paid for are not subsequently billed or credited.

12.7 Plan change.

Basis to Plus: at any time, including via the quote. Plus begins on the day of the change. The first invoice covers the rest of the current billing quarter pro rata, at least one month.
Plus to Basis: at the end of any billing quarter, by click in the portal up to the last day of the quarter. A new fixed year does not begin. If the paid Basis year is still running, Basis costs nothing more until the anniversary; otherwise pro rata CHF 24.75 per quarter until the next anniversary.
Plus only during the season and Basis for the rest of the year is permitted.
With Plus annual, the change to Basis takes effect at the end of the paid year.

12.8 Second language. Each change request counts once for both languages; the translation is included in the price of the change request. Translation errors are governed by clause 8.4.

12.9 Individual. The setup is quoted from modules, with a complexity factor, any risk surcharge and a separately shown review by Luc. Each quote contains a milestone plan and the data processing agreement. Without a flat rate, content change requests cost the Basis catalogue price; with a change flat rate, its included quantities per billing quarter apply (not transferable, no conversion between sizes), and above that the Plus prices. Features and anything on the backend are only available via a fixed-price quote. Luc’s time is never included in a flat rate. Payments in the shop run only via hosted payment pages under the Customer’s own contract.

12.10 Escalation. If an agent cannot price or implement a change request, if tests fail repeatedly, if the review blocks the change request or if the Customer complains, the change request waits for Luc. Luc is notified immediately and as a rule responds quickly; no deadline is guaranteed. The portal then shows “waiting for Luc”. The escalation costs the Customer nothing. If the change request then requires personal work, clause 12.13 applies. If the Customer declines it, the change request lapses at no cost, or the agent offers what is possible without Luc.

12.11 Excluded in all plans are: AI agents, chatbots and AI assistants in the Customer’s solution (clause 4.7), email hosting (clause 11.4) and legal texts (clause 6.4).

12.12 Automated tools. Sharpsoft prepares and carries out change requests with automated tools, including AI agents (clause 4.5). Sharpsoft bears the costs of the tools; the Customer never pays more than the accepted price.

12.13 Personal work by Luc and telephone.

Personal work is available only if the Customer books it in the portal (“Personal review by Luc”, “Call with Luc”), including before conclusion of the contract, or if it agrees to a proposal stating quarter hours and price. Without consent, nothing is billed.
Price under clause 7.1, including on site, by telephone and for travel time. Personal work is not available around the clock.
Conversations before conclusion of the contract are free of charge for up to 30 minutes. After conclusion of the contract, telephone conversations with Luc are personal work, booked or agreed in advance.

13. Term, termination, price adjustment and exit

13.1 Terms.

Basis: one year from go-live, paid in advance; renews for one year at a time. Can be terminated at any time with effect from the end of the paid year.
Plus: can be terminated or changed to Basis at the end of any billing quarter (clause 12.7). With Plus annual, at the end of the paid year.
Individual: 12 months from go-live of operation, thereafter terminable at the end of any billing quarter.

13.2 Termination. The Customer terminates by click in the portal or in text form. Sharpsoft reminds the Customer 6 weeks before each annual renewal by email and in the portal; the Customer cannot unsubscribe from this reminder. Sharpsoft may terminate with 3 months’ notice to the end of the paid period. Both parties may terminate without notice for good cause. At every end of contract, clause 13.4 applies.

Refund. If the Customer terminates before the end of the paid period, amounts already paid are in principle not refunded. In justified cases, Sharpsoft agrees a pro rata refund with the Customer. If the contract ends through termination by Sharpsoft before the end of the paid period or because Sharpsoft discontinues operations (clause 13.5), Sharpsoft refunds prepaid time no longer provided pro rata.

13.3 Price adjustment. Sharpsoft may adjust the prices with 3 months’ notice and communicates this in text form. In the event of an increase, the Customer may terminate with effect from the time of the increase, even during a fixed term (special right of termination). For Individual, Sharpsoft passes on increases by the hosting provider with the same notice period and the same right of termination. Accepted fixed prices for change requests do not change (subject to clause 12.3, wrong price).

13.4 Exit.

Sharpsoft transfers the repository to the Customer’s GitHub account or organisation (full ownership). If the Customer has no GitHub account, it receives the complete download, and the repository is transferred as soon as it names one within 30 days after the end of the contract.
For Individual, the Customer additionally receives the data export.
On request, Sharpsoft switches the DNS records to the new provider.
Transfer, data export and DNS switch are free of charge. Further help with the move costs CHF 40 per quarter hour or part thereof, only with the Customer’s consent and with the price stated in advance.
There is no exit fee and there are no claims for repayment.
The website is switched off at the end of the paid period. The domain remains with the Customer.
30 days after the end of the contract, Sharpsoft deletes its copies and the Customer’s data, unless there is a statutory retention obligation.

13.5 Discontinuation of the business. If Sharpsoft discontinues operations, the following applies:

Sharpsoft announces the discontinuation at least 3 months in advance by email and in the portal; the Customer cannot unsubscribe from this notice.
Hosting continues for at least 6 months after the announcement, at no extra cost; change requests are implemented as usual during the first 3 months.
Sharpsoft refunds prepaid time no longer provided pro rata.
The move is normally free of charge: transfer of the repository, data export, switch of the DNS records and a normal handover to the new provider, for websites with and without a backend. If additional effort arises, it is billed after prior agreement at CHF 40 per quarter hour or part thereof.
Contracts do not pass automatically to a successor; the Customer is asked beforehand.
Clause 14 (liability) also applies to these commitments.

Death or permanent incapacity of the owner. If Luc Baumann dies or is permanently incapacitated, the deadlines above do not apply. Hosting and agents continue to run for as long as possible, insofar as this is technically possible without him. The customers are informed and asked to switch to another hosting provider or provider as quickly as possible or to find a replacement; the handover information (clause 13.6) makes this possible immediately. A person designated by Luc Baumann informs the customers. No fixed deadline is guaranteed.

13.6 Handover information. In the portal, the Customer can see at any time everything it needs to switch immediately to another hosting provider or provider without Sharpsoft: repository and GitHub access, domain and DNS details, instructions for build and deployment, data export, description of the hosting and a list of the third-party services and accounts that are in its name. The same information is additionally in its GitHub repository (instructions and handover file), so that it remains available even if the portal cannot be reached.

14. Liability

14.1 Sharpsoft is liable without limitation for damage that it causes intentionally or through gross negligence, for personal injury and insofar as mandatory law excludes a limitation.

14.2 Liability for slight negligence is excluded to the extent permitted by law.

14.3 Insofar as Sharpsoft is liable, liability is limited to direct damage and amounts per contract and calendar year to no more than the amount paid by the Customer for the service concerned, for ongoing plans no more than the fees of the last twelve months. For Individual, liability is limited to the annual amount for operation, and lost revenue in the event of an outage is excluded. Cases under clause 14.1 are excepted. This limitation does not affect the entitlement to free rectification (clause 8).

14.4 To the extent permitted by law, liability for indirect damage and consequential damage is excluded, in particular lost profit, loss of revenue, business interruption, reputational damage, data loss if the Customer has not backed up its data, and third-party claims.

14.5 Sharpsoft is liable for auxiliary persons and engaged services (clause 4.5) as for its own conduct; the limitations of clauses 14.2 to 14.4 also apply to them. For services of data centres, hosting providers, domain registrars, payment and other third-party services, Sharpsoft is liable for their careful selection and instruction; outages of these services for which Sharpsoft is not responsible are deemed force majeure (clause 14.7).

14.6 Liability for personal injury and mandatory statutory liability remain unaffected.

14.7 Sharpsoft is not liable for outages and delays due to force majeure, for example natural events, official measures, power outages, outages of networks and data centres, or attacks that succeed despite appropriate protective measures.

15. Data protection and confidentiality

15.1 Both parties treat confidential information of the other party confidentially, even after the end of the contract.

15.2 If Sharpsoft processes personal data on behalf of the Customer during hosting, change requests or a migration, for example orders, contact enquiries or customer data, the Annex “Processing of personal data on behalf of the customer” applies. The Customer remains the controller within the meaning of the Federal Act on Data Protection (FADP).

15.3 Sharpsoft uses in particular the following sub-processors: Hetzner (servers and backups), Google Firebase Hosting (global CDN, Google LLC or Google Cloud EMEA Limited, Ireland; for static websites, processes the IP addresses of visitors), GitHub (the Customer’s repository) and Anthropic as AI provider (agents in the portal and at the interface; no training with customer data, clause 4.8). The complete list is in the Annex.

15.4 How Sharpsoft itself processes personal data is set out in the privacy policy on sharpsoft.ch.

16. Changes to these GTC

Sharpsoft may change these GTC. For ongoing plans, changes apply if Sharpsoft notifies the Customer of them at least 30 days in advance in text form and the Customer does not terminate with effect from that date before they enter into force. For concluded contracts for work and accepted change requests, the version that applied at the time of acceptance applies.

17. Final provisions

17.1 If a provision is invalid, the remainder remains valid. The invalid provision is replaced by a valid one that comes closest to its purpose.

17.2 Swiss law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

17.3 The place of jurisdiction is Düdingen (Canton of Fribourg).

17.4 The German version of these GTC is authoritative. Translations serve only for understanding.