General Terms and Conditions (GTC)

Elchi Studios is the trading name of a sole proprietorship owned by Samuel Krauss, Oberägeri ZG, Switzerland. Samuel Krauss personally is the counterparty.

Elchi Studios | Samuel Krauss
Im Ländli 18, 6315 Oberägeri, Switzerland
[email protected] | https://elchi.dev

Preamble

These General Terms and Conditions (GTC) govern the legal relationship between Elchi Studios (Samuel Krauss, hereinafter "Service Provider") and its clients (hereinafter "Client"). Elchi Studios provides services exclusively in the B2B (business-to-business) sector to companies, merchants, and self-employed individuals.

Section 1: Definitions

"Service Provider" refers to Elchi Studios / Samuel Krauss.

"Client" refers to the company or commercial operator engaging the services of Elchi Studios.

"Contract" refers to the individual service agreement between Service Provider and Client.

"Hosting Provider" refers to external providers of server infrastructure used by the Service Provider to deliver agreed services. The specific provider may vary by project and requirement.

"Third-Party Services" refers to services, tools or APIs from third parties outside the direct sphere of influence of the Service Provider.

"Uptime" refers to the percentage availability of a service or website within a calendar month.

"Legal Guardians" refers to the legal representatives of the Service Provider pursuant to Art. 296 et seq. of the Swiss Civil Code (ZGB).

Section 2: Scope and Formation of Contract

2.1 These GTC apply to all offers, order confirmations and services of Elchi Studios, unless otherwise agreed in writing.

2.2 The Client's deviating or supplementary GTC do not form part of the contract unless the Service Provider expressly agrees in writing.

2.3 Contracts are concluded by written order confirmation by the Service Provider or by a mutually signed service agreement.

2.4 Offers from the Service Provider are non-binding unless an express binding period is stated.

Section 3: Legal Capacity and Minor Status

3.1 Elchi Studios is not a commercially registered business. It is a team-based operation led by Samuel Krauss, who acts as the responsible principal and contractual counterparty.

3.2 Samuel Krauss is a minor under Swiss law at the time of contracting. Contracts are therefore concluded in accordance with Art. 19 Para. 2 ZGB with the express consent and participation of the legal guardians.

3.3 By signing a contract with Elchi Studios, the Client acknowledges awareness of the minor status of the Service Provider and accepts the contract under these conditions.

3.4 The involvement of the legal guardians is limited to legal representation; the professional delivery of services is the sole responsibility of Samuel Krauss.

Section 4: Scope of Services

4.1 The specific scope of services is agreed in writing for each individual contract (offer, specification sheet or service agreement).

4.2 Elchi Studios provides in particular the following services:

Conception, design and development of websites and web applications
Hosting and technical operation of websites and web projects
Technical consulting and project management
Additional digital services as per individual agreement

4.3 Additional services outside the agreed scope are agreed and invoiced separately.

4.4 The Service Provider is entitled to delegate parts of the service delivery to qualified sub-contractors, provided this does not compromise quality. The Service Provider remains responsible to the Client in all cases.

Section 5: Client Obligations

5.1 The Client shall provide all information, materials, access credentials and decisions required for the provision of services in a timely manner.

5.2 Delays attributable to insufficient cooperation by the Client entitle the Service Provider to reasonably extend agreed deadlines; additional costs arising from such delays are borne by the Client.

5.3 The Client is responsible for the legality of content provided to the Service Provider (texts, images, trademarks, etc.) and shall indemnify the Service Provider against any third-party claims arising therefrom.

Section 6: Fees and Payment Terms

6.1 Fees are determined by the respective offer or service agreement.

6.2 Invoices are payable within 14 days of issue, unless otherwise agreed.

6.3 In the event of late payment, the Service Provider is entitled to charge default interest at a rate of 5% p.a.

6.4 The Client is not entitled to offset payments against its own claims unless these have been acknowledged by the Service Provider or established by a court.

6.5 For ongoing hosting contracts, the agreed fees are invoiced in advance for the respective billing period.

Section 7: Availability and Hosting SLA

7.1 Elchi Studios targets a monthly uptime of 99.9% for hosted client projects (target value, not a guarantee). This provision applies exclusively to websites and applications hosted by the Service Provider under a client contract, and not to Elchi Studios' own website at elchi.dev.

7.2 The targeted uptime is a guideline figure. No guarantee of specific uptime can be given, as operations depend on external hosting providers over whose infrastructure the Service Provider has no direct control.

7.3 Outages or availability restrictions attributable to the following circumstances are not counted against the targeted uptime and give rise to no liability or credit obligation:

Outages, maintenance or disruptions at the hosting provider
DDoS attacks or other external cyber attacks
Force majeure (e.g. natural disasters, power failures)
Planned maintenance windows (if announced)
Actions or omissions of the Client
Errors in third-party services provided or chosen by the Client

7.4 In the event of proven outages of more than 4 consecutive hours within a calendar month that are directly attributable to the Service Provider, the Client may request a voluntary pro-rata credit against the monthly hosting fee. No legal entitlement to such a credit exists.

7.5 Credits under clause 7.4 are in all cases limited to the amount of the monthly hosting fee for the affected project.

Section 8: Liability for Third-Party Services

8.1 Elchi Studios accepts no liability for damages arising from the use of third-party services chosen or commissioned by the Client (e.g. payment providers, external APIs, social media services, third-party plugins).

8.2 Where Elchi Studios implements third-party services on behalf of the Client (e.g. Stripe, PayPal, external booking systems), Elchi Studios acts solely as a technical service provider. Responsibility for selecting, data-protection-compliant integration, and compliance with the terms of use of such services lies with the Client.

8.3 Violations of the terms of use or data protection provisions of third-party services by the Client are not attributable to the Service Provider.

Section 9: Limitation of Liability

9.1 Elchi Studios' liability for minor negligence is excluded to the extent permitted by law.

9.2 In cases of gross negligence or intent, Elchi Studios is liable under statutory provisions, however limited to the total fee agreed in the respective contract.

9.3 No liability is accepted for indirect damages, consequential damages, lost profits or data losses, to the extent permitted by law.

9.4 These limitations of liability do not apply to personal injury or cases of mandatory liability under Swiss law.

Section 10: Intellectual Property and Usage Rights

10.1 All works created in the context of a contract (code, design, texts, etc.) remain the property of the Service Provider until full payment has been received.

10.2 Upon receipt of full payment, the Service Provider transfers the agreed usage rights to the Client. Unless expressly agreed otherwise, these are non-exclusive, non-transferable rights for the agreed purpose.

10.3 The Service Provider retains the right to use the created works in its portfolio and for reference purposes, unless the Client expressly objects.

10.4 Open-source components used are subject to their respective licences.

Section 11: Confidentiality

11.1 Both parties undertake to treat confidential information of the other party (e.g. trade secrets, technical details, client data) with strict confidentiality and not to disclose it to third parties.

11.2 This confidentiality obligation also applies after termination of the contractual relationship, as long as no statutory disclosure obligation exists.

Section 12: Contract Duration and Termination

12.1 Project implementation contracts end upon acceptance and handover of the agreed service.

12.2 Ongoing hosting and maintenance contracts are concluded for the agreed minimum term and renew automatically unless terminated with 30 days' notice before the end of the respective term.

12.3 The right to extraordinary termination for good cause is reserved. Good cause exists in particular in cases of repeated late payment, serious breach of trust, or violation of material contractual obligations.

Section 13: Governing Law and Jurisdiction

13.1 All legal relationships between Elchi Studios and the Client are governed exclusively by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC or any contract is Zug, Switzerland.

13.3 For clients based in the EU, mandatory consumer protection provisions of their country of domicile remain unaffected. As Elchi Studios operates exclusively in the B2B sector, consumer protection law typically does not apply.

Section 14: Severability

Should any provision of these GTC be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid clause.

Section 15: Amendments to GTC

Elchi Studios reserves the right to amend these GTC with reasonable notice (at least 30 days). For ongoing contracts, amendments are deemed approved unless the Client objects in writing within 30 days of being notified of the amended GTC.

Last updated: June 2025 | Version 1.0
Applicable to all orders and services of Elchi Studios (Samuel Krauss)