AGB

General Terms and Conditions of Mirello and Marra Solutions

1. scope of application and validity

  1. These General Terms and Conditions (hereinafter "GTC") govern the conclusion, content and execution of contracts for the provision of a service offered by Mirello (Marra Solutions) (hereinafter "Mirello", "we", "Contractor") (hereinafter "Services") for the benefit of customers (hereinafter "Client").
  2. If an individual contract is agreed between the parties and the contract and the GTC contain deviating provisions, the provisions of the contract shall generally take precedence over those of the GTC.
    However, if the provisions of the contract are unclear or incomplete, the provisions of the GTC shall apply.
  3. The GTC shall be deemed to have been accepted by the client's acceptance of the offer.
  4. The validity of any general terms and conditions of the client is hereby excluded

2. conclusion of contract

  1. The Contractor's quotation shall be free of charge, unless otherwise agreed.
  2. The offer shall be binding for the period specified by the Contractor.
    If the contractor does not specify a deadline, the contractor shall be bound by the offer for one month from the date of the offer. Mirello reserves the right to refuse a request from a client without giving reasons.
  3. The contract between the contractor and the client (hereinafter "contract") is concluded with the Bexio confirmation of the contractor.
  4. The offer, the GTC and the project procedure are part of the contract. Options are regarded as an extension of an active contract, i.e. the entitlement to the respective option shall also expire upon termination of the active contract. Options can have independent terms or be linked to the existing contract. When using third-party services such as domain name services, advertising, hosting and e-mail, the terms and conditions of the respective third party also apply. If third parties demand a fee and this is not included in Mirello's offers, then
    this fee shall be borne solely by the customer.

3. provision of services

  1. Mirello shall provide the services on its own premises with its own material (in particular hardware and software).
  2. Mirello shall provide the services in accordance with the schedule agreed with the customer.
  3. Mirello undertakes to provide the contractual services incumbent upon it with due care, utilizing the latest state of science and technology and with existing know-how and know-how acquired during the term of this contract.
  4. Mirello shall inform the customer regularly about the provision of the services and shall notify him immediately of any circumstances that jeopardize the contractual performance

4. obligations of the client

  1. The customer shall provide Mirello with all support that is necessary or reasonable for the provision of the services and shall meet the agreed deadlines so that Mirello can optimally provide the desired services.
  2. The customer shall provide Mirello with all documents, materials, hardware, data carriers, access, data, etc. that are necessary or useful for the provision of the services, regardless of whether these are specified in detail in the contract.
  3. The client bears sole responsibility for the legal admissibility of the domain name and the content of its web application as well as the data and information provided by it (design work, texts, electronic data, image data, etc.), including search terms; the same applies to the protection of third-party rights, in particular with regard to copyright, competition law and criminal law.
  4. The client shall continuously check the work results and interim results delivered to him in the course of fulfilling the contract. He shall carry out this inspection as quickly as possible in the normal course of business, at the latest 10 days after delivery. The Client shall notify the Contractor immediately in writing of any objections and defects.
  5. The operation or even the direct or indirect advertising of so-called adult and download sites or content, IRC services (including bots, bouncers etc.), file-sharing services (peer-to-peer etc.) or potentially illegal or offensive content is generally prohibited. The client must also refrain from running programs or scripts or operating websites that impair the system resources to the detriment of other clients. In addition, the client is obliged to comply with the storage space limitation.
  6. The client is responsible for maintaining the confidentiality of the web application and the associated password. He is also responsible for all incidents caused by the fact that the client has granted visitors access to his web application or has passed on the password and is liable in this case for all consequences of the use or misuse of his web application or password. The client agrees that personal data may be stored and passed on to third parties to the extent necessary.
    This applies in particular to the disclosure of data required for the registration of domain names, which may subsequently be published

5 Offer and service descriptions

  1. Mirello shall be responsible for the provision of the services requested by the customer in accordance with the offer and/or specifications. Mirello is free to choose the environment necessary for the provision of the services in every respect. In particular, Mirello reserves the right to use domestic and foreign companies or third parties. Changes in this respect are also at the discretion of Mirello.
  2. Mirello offers software development services on the basis of modern and common technologies. Depending on the web browser and operating system used, however, the display may differ. An optimal display is guaranteed in the latest browsers from Microsoft (Edge), Mozilla (Firefox), Apple (Safari) and Google (Chrome). Mobile devices such as smartphones and tablets generally have smaller screens, whereby the formats and resolutions are very different. Unless otherwise agreed, the display of web applications is therefore adapted to the standard resolution of iPhones.
  3. Unless otherwise agreed, Mirello sets up domain names and servers with the basic settings for a new website, whereby the customer does not have direct access to the server administration and configuration. A move of an existing hosting or other services related to domain names and hosting must be explicitly requested by the customer, otherwise these services will be interrupted.
  4. Mirello does not guarantee the customer the success of the search engine optimization measures implemented. The position of a web application in search engines depends on many factors over which Mirello has no influence, so that Mirello's services alone do not necessarily lead to success.
  5. For products with limits (hosting, traffic, e-mail storage space, etc.), the customer will be charged for the additional volume if the respective limit is exceeded.

6. remuneration

  1. The prices according to the offer apply. All prices are quoted in Swiss francs (CHF) excluding VAT, unless this is explicitly stated. Quotations can also be prepared in EUR on request.
    Mirello reserves the right to adjust prices at any time due to changing circumstances. A refund of fees paid in advance is excluded in this case or in the event of premature termination of the contract at the request of the client.
  2. The type of remuneration for the services depends on the contract.
    Mirello offers its services either at a fixed price or on a time and material basis. Mirello is entitled to decide which form it chooses. If the parties have agreed on remuneration based on time spent, the contractor shall provide the client with monthly invoices or a preliminary and final invoice. Mirello is entitled to decide for itself which form of invoicing it chooses. From a remuneration in the amount of CHF 100,000, special payment
    payment terms are agreed.
  3. Work that is not included in the offer can be invoiced to the customer according to actual expenditure. Examples of such chargeable services, usually on an hourly basis, include service extensions, support requests, additional training or installations and adjustments on third-party web servers. If the customer incurs additional costs due to changes that go beyond the changes agreed in the offer, the contractor shall reimburse the customer for the additional costs incurred as a result.
  4. Payment to Mirello is due within 30 days of invoicing by the contractor.

7. secrecy

  1. The parties are obliged to treat as confidential all information that they have obtained or will obtain from the other party within the scope of this agreement. The confidentiality obligation shall apply from the offer stage and also after termination of the contract.

8. delay

  1. The client is responsible for the timely payment of the remuneration within the payment period. In the event of late payment, the client shall owe default interest of 5% and a reminder fee of CHF 50.00 per reminder.
    If the Contractor has doubts regarding the contractual compliance with the terms of payment or if the collection of receivables becomes more difficult, the Contractor may also demand an advance payment or security.
  2. If the Contractor falls behind schedule, the Client shall grant the Contractor a reasonable grace period.

9. ownership, proprietary and intellectual property rights

  1. The copyright to the creative, design and programming services as well as to the developed software remains with Mirello, Mirello alone determines their use. Any other use requires the express consent of Mirello. The intellectual property of Mirello's works is protected by the Federal Law on Copyright and Related Rights.
  2. With the proper payment of a service/project, the rights of use are transferred to the customer without restriction, unless otherwise agreed.
  3. Advertising and publications about the services provided to the client require the client's consent

10 Contract duration and termination

  1. The duration of the contract depends on the selected service. Each party has the right to terminate the contract with 90 days' notice to the end of a month. Extraordinary termination for important reasons remains reserved.

11. data protection

  1. Mirello collects and processes personal data only within the framework of the statutory provisions, in particular in compliance with the applicable data protection laws. Further information on the processing of your personal data, your rights and related questions can be found in our Privacy Policy, which forms an integral part of these GTC.

12. warranty

  1. Mirello guarantees a faithful and careful execution of its services.
  2. During the 6-month warranty period, Mirello undertakes to rectify any defects or errors in the IT service that are due to inadequate or faulty development and affect the proper use of the service by the customer.

13. liability

  1. The customer is solely liable for all content, links and actions in connection with the account, server and applications used by the customer. The same applies to manuscripts, data carriers and templates handed over to Mirello, which are handled by Mirello with the usual care, but must be secured or insured by the customer. With the exception of intent and gross negligence on the part of Mirello, whereby the claim is limited solely to the direct damage suffered and the equivalent value of the services claimed, as well as any performance guarantees granted, the customer waives any kind of liability claims against Mirello in the event of delays, operational interruptions, failure of individual services, data insecurity or loss, server failure, transmission errors and other technical problems, including but not limited to claims for damages, lost profits and consequential damages. Mirello is not liable in
    cases of force majeure.

14. changes

  1. Mirello reserves the right to adjust its services and the prices of its services at any time. The changes will be communicated to the customer in an appropriate manner. If Mirello increases prices in such a way that they lead to a higher overall charge for the customer or if Mirello significantly changes a service purchased by the customer to the detriment of the customer, the customer may terminate the affected service prematurely without financial consequences until the change comes into effect. If he fails to do so, he accepts the changes.
    Price adjustments as a result of changes to the tax rates (e.g. increase in VAT) shall not be deemed to be price increases and shall not entitle the customer to terminate the contract.
  2. Mirello reserves the right to adjust the GTC at any time. The contractor shall inform the customer in an appropriate manner in advance of any changes to the GTC. If the changes are disadvantageous for the customer, the customer may terminate the contract prematurely without financial consequences until the change comes into effect. If he fails to do so, he accepts the changes

15. severability clause

  1. Should individual provisions be or become ineffective or invalid, the validity and effectiveness of the remaining provisions shall remain unaffected. In such a case, the invalid provision shall be interpreted or supplemented in such a way that the intended purpose of the provision is achieved as far as possible.

16 Applicable law

  1. These GTC and all contracts between the Client and the Contractor are subject to Swiss law.

Uster, January 2026

Mirello
Marra Solutions