General Terms and Conditions (GTC)

The following General Terms and Conditions (GTC) govern the business relationships between Traniva AG and its customers in Switzerland and abroad. They provide clarity and transparency regarding the rights and obligations of both contracting parties and apply unless expressly agreed otherwise in writing.

Traniva provides its services to the best of its knowledge and belief, based on Swiss law. For customers in the European Union and Germany, special legal provisions apply, particularly in the areas of warranty, consumer protection and data protection (GDPR).

By placing an order or using Traniva’s services, the customer accepts these General Terms and Conditions as binding.

1. Scope

1.1 These General Terms and Conditions (“GTC”) govern all offers, deliveries and services provided by Traniva AG, Zimbergstrasse 11, 8335 Hittnau, Switzerland (“Traniva”), to its customers in Switzerland and abroad.

1.2 These Terms and Conditions apply to all activities carried out by Traniva, in particular to:

• Consultancy services,
• Project management,
• Implementation, optimisation and operation of SAP systems and related digital solutions,
• Development, system integration, support and operational services,
• Use of the B2B customer portal.

1.3 Any general terms and conditions of the customer that differ from, conflict with or supplement these General Terms and Conditions shall only apply if Traniva has expressly agreed to their validity in writing. In the absence of such consent, these General Terms and Conditions shall apply exclusively.

1.4 In the event of any conflict between individual contractual agreements and these Terms and Conditions, the individually agreed provisions shall take precedence.

1.5 Traniva’s services are intended exclusively for businesses as defined under Swiss and German law (Section 14 of the German Civil Code). Contracts with consumers (Section 13 of the German Civil Code) are excluded.

2. Conclusion of contract

2.1 Offers made by Traniva are generally non-binding unless they are expressly designated as binding.

2.2 A contract is concluded by:

• written confirmation of the order from Traniva (including email or electronic signature), or
• Commencement of service provision by Traniva, provided the customer has accepted the offer.

2.3 Unless a fixed price has been expressly agreed in the contract or in the order confirmation, all services provided by Traniva shall be invoiced on a time and materials basis (invoicing based on actual time and effort at the applicable hourly rates, plus expenses and incidental costs).

2.4 Supplementary agreements, amendments or collateral agreements shall only be effective if they are confirmed in writing (including in electronic form).

3. Services, project and delivery deadlines

3.1 The nature and scope of the services, project objectives, roles and responsibilities are set out in the relevant contract, the order confirmation and/or the project documentation (e.g. Statement of Work, service specifications).

3.2 Agreed dates and deadlines shall only be considered binding if they have been expressly confirmed in writing.

3.3 Project and performance deadlines shall be extended by a reasonable period if:

• the customer fails to fulfil their contractually agreed obligations to cooperate in a timely manner (e.g. provision of information, data, infrastructure, personnel, approvals),
• if additional requirements or changes (change requests) are subsequently agreed by the customer,
• Delays caused by circumstances beyond Traniva’s control (in particular force majeure, failures or delays on the part of subcontractors, manufacturers or infrastructure providers).

3.4 Traniva shall inform the customer immediately of any foreseeable delays. Such delays shall not give rise to any warranty or liability claims, provided that Traniva has not caused them intentionally or through gross negligence.

3.5 Traniva is entitled to engage qualified partner companies, freelancers or external specialists to fulfil the contract. Traniva shall be liable for the services provided by such parties in the same way as for its own employees, provided that any delays or defects are not due to circumstances beyond Traniva’s control.

4. The customer’s obligations to cooperate

4.1 The customer undertakes to provide, in a timely and complete manner, all information, documents, access rights, systems, approvals and resources necessary for the proper execution of the project.

4.2 The customer’s obligations to cooperate are based on the role and responsibility models agreed for the project (e.g. RACI matrix). Traniva shall only undertake those tasks that have been expressly assigned to it by contract.

4.3 The customer shall appoint a project manager and qualified contact persons who are responsible for decisions, feedback and approvals.

4.4 If the customer fails to fulfil their obligations to cooperate, or does so late, the agreed deadlines shall be extended accordingly. Traniva is entitled to invoice the resulting additional costs (e.g. waiting times, additional project resources, travel expenses) separately.

4.5 Delays or additional costs resulting from insufficient cooperation on the part of the customer shall not be deemed to constitute a breach of contract on the part of Traniva.

5. Prices, charges, terms of payment, late payment

5.1 The remuneration is set out in the relevant contract, the order confirmation or – in the absence of any specific agreement – in the current Traniva price list.

5.2 For services within Switzerland, prices are exclusive of statutory value added tax (VAT) and any other levies. For services provided outside Switzerland, prices are quoted net, excluding taxes and duties; any taxes, duties or customs charges incurred in the recipient country shall be borne by the customer.

5.3 Unless otherwise expressly agreed, invoices are payable in full within 30 days of the invoice date.

5.4 Traniva is entitled to request partial or advance payments, particularly in the case of large-scale projects, licence deliveries or long-term engagements.

5.5 Travel costs, expenses and incidental costs (e.g. accommodation, meals, transport costs, visas) shall be invoiced separately in accordance with the contractual provisions or, in the absence of such provisions, at Traniva’s standard rates.

5.6 Late Payment
If the customer defaults on a payment, Traniva is entitled to charge interest on arrears at a rate of 5% per annum above the applicable base rate, as well as a flat-rate reminder fee. We reserve the right to make further claims arising from late payment.

5.7 The customer is not entitled to withhold or set off payments unless the counterclaim is undisputed or has been established by a final and binding court decision (see also clause 15).

6. Deployment of staff, partners and resources

6.1 Traniva provides its services through qualified staff and, where necessary, through partner companies, freelancers or external specialists.

6.2 The personnel assigned to a project possess the qualifications and experience required for the task at hand. Traniva categorises staff according to role and level of experience (e.g. Junior, Senior, Expert). Specific assignments are made on a project-by-project basis and subject to availability.

6.3 The customer shall have no right to demand the provision of specific individuals, unless this has been expressly agreed in the contract. Traniva may replace staff or partners during the project period, provided that the agreed qualifications and service delivery are maintained.

6.4 Traniva shall only be liable for services provided by partner companies or external specialists to the extent that it has exercised due care in selecting and supervising them.

6.5 The Customer undertakes not to poach or employ, either directly or indirectly, any employees, partners or freelancers of Traniva, either during the term of the project or within twelve (12) months of its completion. In the event of any breach, Traniva reserves the right to claim reasonable damages.

6.6 In the context of projects and services, Traniva is entitled to deploy not only natural persons but also virtual, AI-supported team members (e.g. “AI teams”, virtual staff, assistants). These do not constitute natural persons, but rather technical tools and services used to support Traniva’s staff with technical responsibility (e.g. for analyses, documentation, test support or text and image suggestions).

6.7 The use of virtual, AI-powered team members does not alter the fact that Traniva remains the sole contractual partner and responsible service provider vis-à-vis the customer. Decisions with legal or economic implications for the customer are not made exclusively by automated systems, but are always the responsibility of professionally qualified individuals employed by Traniva. In particular, virtual, AI-supported team members do not give rise to any employment or contractual relationship between the customer and these systems or any third-party providers.

7. Rights of use, licences and intellectual property

7.1 Unless otherwise specified in the contract, the customer shall be granted a simple, non-exclusive and non-transferable right to use the deliverables produced by Traniva (e.g. concepts, documentation, presentations, software components), limited to the purpose specified in the contract.

7.2 All work products created by Traniva shall remain the property of Traniva until full payment has been made. Upon full payment, the customer shall be granted the contractually agreed right of use. Traniva’s methods, templates, tools, generic know-how and process models shall remain the sole property of Traniva.

7.3 Any use beyond this (e.g. disclosure to third parties, modification, reproduction outside the context of the project) requires the prior written consent of Traniva or – where applicable – the relevant rights holder.

7.4 Where Traniva uses or distributes third-party products, licences or trademarks (e.g. SAP, Microsoft, Adobe, AWS), the licence terms and conditions and terms of business of the respective manufacturer shall take precedence with regard to use and intellectual property rights. The customer undertakes to comply with these third-party terms and conditions.

7.5 Any prototypes, mock-ups, demos, test systems and presentations created by Traniva for demonstration or quotation purposes shall remain the sole property of Traniva and may only be used or disclosed by the customer with Traniva’s express consent.

8. Warranty

8.1 Traniva warrants that its own services essentially correspond to the contractually agreed quality.

8.2 Where services or products from third-party providers (e.g. software manufacturers, infrastructure providers) form part of the project, Traniva’s warranty is limited to assigning the relevant claims against the third-party provider to the customer. Traniva does not provide any warranty beyond this.

8.3 The customer must notify Traniva in writing of any apparent defects as soon as they become aware of them. Traniva shall, at its discretion, either repair the goods or provide a replacement.

8.4 Delays or defects attributable to a lack of cooperation on the part of the customer or third parties engaged by the customer shall not give rise to any warranty claims against Traniva.

8.5 Unless otherwise agreed, and to the extent permitted by law, the warranty period is 12 months from the date of delivery or acceptance.

9. Liability, limitation of liability, force majeure

9.1 Traniva shall be liable without limitation for damages arising from:

• breach of duty caused by Traniva, its legal representatives or vicarious agents, whether intentional or due to gross negligence,
• injury to life, limb or health.

9.2 In the event of breaches of duty resulting from slight negligence, Traniva shall only be liable for breaches of material contractual obligations (cardinal obligations). In such cases, Traniva’s liability shall be limited to the damage that is typically foreseeable.

9.3 To the extent permitted by law, Traniva’s liability – except in the cases referred to in clause 9.1 – shall be limited to the contract value of the relevant project or contract, but in no event shall it exceed twice the remuneration agreed for that contract.

9.4 Where Traniva acts under an individual contract or as a freelancer, the limitation of liability applies exclusively to the specific contract for which the service was provided. It shall not be aggregated with other contracts or projects.

9.5 Traniva shall not be liable for indirect or consequential damages or loss of profit, to the extent permitted by law.

9.6 Force majeure
Traniva shall not be liable for any delays or failures to perform resulting from events beyond its control (e.g. natural disasters, pandemics, war, strikes, supplier failures, official orders). In such cases, deadlines shall be extended accordingly.

9.7 The customer is obliged to back up their data regularly and at their own responsibility. Traniva’s liability for data loss is limited to the cost that would have been incurred to restore the data had the customer carried out proper backups.

10. Confidentiality

10.1 Both parties undertake to treat all confidential information disclosed in the course of their cooperation as strictly confidential and to use it only for the purposes agreed in the contract.

10.2 Confidential information includes, in particular, all technical, commercial, organisational and financial information not in the public domain, as well as customer and supplier data, project documents, source codes, concepts and documentation.

10.3 Information shall not be regarded as confidential if it:

• are or become generally known without there being any breach of contract,
• were lawfully obtained from a third party without any obligation of confidentiality,
• were already in the recipient’s possession and were not subject to any duty of confidentiality.

10.4 The duty of confidentiality shall remain in force for at least five (5) years after the termination of the contractual relationship, unless longer periods are required by law or under the terms of the contract.

10.5 Traniva shall ensure that any partners, freelancers or other third parties it engages are also bound by a written confidentiality agreement.

11. Data protection

11.1 Traniva processes personal data exclusively in accordance with applicable data protection laws, in particular:

• Switzerland: Federal Act on Data Protection (revDSG) and associated regulations,
• EU/EEA: General Data Protection Regulation (GDPR),
• Germany: the GDPR and the Federal Data Protection Act (BDSG), where applicable.

11.2 Where freelancers, partners or third-party providers are granted access to personal data, Traniva ensures that appropriate data protection agreements (e.g. data processing agreements) are concluded with them.

11.3 The customer is obliged to comply with the applicable data protection laws and to provide Traniva only with data that may be lawfully processed. The customer shall indemnify Traniva against any claims arising from the unlawful provision of data by the customer.

11.4 Traniva may also have personal data processed by service providers or cloud providers (e.g. Microsoft, SAP, AWS). In doing so, Traniva ensures an adequate level of data protection, particularly in the case of transfers to third countries outside Switzerland or the EU/EEA (e.g. through standard contractual clauses or adequacy decisions).

11.5 Further information on the nature, scope and purpose of data processing, as well as on the rights of data subjects, is available in the current version of Traniva AG’s privacy policy. This privacy policy forms an integral part of these Terms and Conditions.

12. Trade marks and intellectual property rights

12.1 All trademarks, logos, symbols, copyrights and other intellectual property rights used or provided by Traniva, its partners or freelancers in connection with the project remain the sole property of the respective rights holders.

12.2 The customer shall only receive a right of use that is limited in terms of time and subject matter to the purpose of the contract. Any transfer, processing or other use outside the scope of the contract shall only be permitted with the express written consent of the copyright holder.

12.3 The customer undertakes to respect the property rights of Traniva and its partners and freelancers and to refrain from any infringement or unauthorised use.

13. Project work, acceptance and change requests

13.1 Where acceptance is required, the customer must inspect the results within 3 working days, or at the latest within 10 working days, of their delivery. If no written complaint is received within this period, the services shall be deemed to have been accepted.

13.2 Acceptance has no effect on the invoice date. Traniva is entitled to issue invoices regardless of the date of acceptance – in particular at the end of each month. Payment terms commence on the date stated on the invoice.

13.3 Change Requests
Any change requests from the customer must be submitted in writing. Traniva will assess the impact on workload, costs and deadlines and provide the customer with a revised quotation or a supplementary order confirmation. Changes will only be implemented following the customer’s written approval. Services rendered up to that point remain unaffected and are to be remunerated in accordance with the agreed rates.

13.4 In the event of early termination of projects by the customer, all services rendered up to that point and all costs incurred shall be reimbursed to Traniva. Traniva is also entitled to terminate the contract for good cause (e.g. in the event of significant delay in payment or serious breaches of duty by the customer) with reasonable notice.

14. Use of the B2B customer portal and helpdesk system

14.1 Use of the B2B customer portal and the linked helpdesk system (e.g. the ticketing system for Application Management Services, AMS) is restricted exclusively to registered business customers of Traniva. This is generally subject to the existence of a valid AMS/service contract or a corresponding project or support agreement.

14.2 Registration is carried out by completing the online form and/or by Traniva creating user accounts based on the contact persons and roles agreed with the customer. The customer is obliged to provide all registration details truthfully and in full, and to notify Traniva of any changes without delay.

14.3 Access to the portal and the helpdesk is restricted to authorised users only. The customer is responsible for keeping their login details confidential and undertakes not to disclose them to unauthorised third parties.

14.4 Through the portal and the helpdesk system, Traniva provides the customer with various information and functions (e.g. project documents, service tickets, reports, knowledge base articles). The scope and availability may vary depending on the contractual agreement.

14.5 Traniva reserves the right to modify, expand or restrict the portal, the helpdesk or individual services at any time, provided that this does not affect the core services guaranteed under the contract.

14.6 The Customer undertakes to use the Portal and Helpdesk exclusively for business purposes and in accordance with applicable laws, and not to transmit any unlawful, harmful or copyright-infringing content.

14.7 Use of the portal and the helpdesk system is generally governed by the relevant customer contract or AMS/service contract. Unless otherwise specified, the portal is intended to facilitate communication and collaboration between Traniva and the customer and does not give rise to any independent claims for payment.

14.8 The processing of personal data in connection with the portal and the helpdesk system is also subject to Traniva AG’s privacy policy (see also clause 11).

15. Set-off and right of retention

15.1 The customer is only entitled to set off claims against Traniva only if such claims are undisputed or have been established by a final and binding court decision.

15.2 The Customer shall only have a right of retention insofar as it arises from the same contractual relationship and the counterclaim is undisputed or has been established by a final and binding court decision.

16. Export controls, compliance and exemptions

16.1 The Customer undertakes to comply with all export, import and other compliance regulations applicable to the use of the services provided by Traniva. This applies in particular to software, technologies or services provided or licensed by external manufacturers (e.g. SAP, Microsoft, AWS).

16.2 Traniva accepts no liability for any restrictions, delays or service interruptions caused by national or international trade or export regulations.

16.3 If the Customer breaches any export, import or compliance regulations and this results in third parties bringing claims against Traniva, the Customer shall indemnify Traniva against all claims, costs and damages arising therefrom.

17. Severability clause

17.1 Should any provision of these General Terms and Conditions be or become invalid, void or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.

17.2 In place of any provision that is invalid, void or unenforceable, a provision shall be deemed to have been agreed which, in a legally permissible manner, comes as close as possible to the economic purpose of the invalid provision. The same shall apply in the event of a gap in the contract.

18. Choice of law, jurisdiction, language

18.1 These Terms and Conditions and all contracts with Traniva shall be governed exclusively by Swiss law, to the exclusion of conflict-of-law rules and international conventions (in particular the UN Convention on Contracts for the International Sale of Goods).

18.2 The place of jurisdiction shall be – to the extent permitted by law – the registered office of Traniva AG (Canton of Zurich, Switzerland). For transactions with customers to whom mandatory consumer protection rights apply, the statutory places of jurisdiction remain unaffected.

18.3 These Terms and Conditions are available in German. In the event of any discrepancies between translations, the German version shall prevail.

19. Precedence and amendment of the Terms and Conditions

19.1 Where the contracting parties’ general terms and conditions do not cover specific matters or deviate from these provisions, the general terms and conditions of Traniva AG shall apply either exclusively or in addition. In the event of any conflict, the general terms and conditions of Traniva AG shall take precedence, unless otherwise expressly agreed in writing.

19.2 Traniva is entitled to amend these Terms and Conditions at any time. The current version will be published on the Traniva AG website.

19.3 Amendments shall take effect immediately for new contracts and, in the case of existing continuing contractual relationships, upon notification and the expiry of a reasonable period for objection, provided that the customer does not object within that period. For completed individual projects, the General Terms and Conditions agreed upon at the time of conclusion of the contract shall apply in principle, unless the parties expressly agree otherwise.

20. Concluding remarks

These Terms and Conditions, together with the individual contracts/project agreements, the Compliance & Governance Policy, the Legal Notice and the Privacy Policy, form the legal framework for working with Traniva AG.

Should you have any questions regarding specific provisions or require project-specific adjustments, Traniva is happy to assist its clients with clarifications during the contract negotiations.

Our terms and conditions form the basis for fair and transparent cooperation. If you have any questions, comments or require clarification on individual points, please do not hesitate to contact us directly. We are happy to explain any open issues and work with you to find the right solution for your project.

Current status: 09.2025