FA - Framework Agreement

between

VSHN AG
Neugasse 10
8005 Zürich
("VSHN")

and

[CUSTOMER NAME]
[CUSTOMER ADDRESS]

("Customer", each individually a "Party" and together the "Parties")

from

[AGREEMENT DATE]

(the "Framework Agreement")


Version of the document: Aug 2020

1. Preamble

VSHN is a specialized managed services provider for the automation of operating processes from software deployment, monitoring, backup, updates to automatic scaling of IT infrastructure.

The Customer is looking for a long-term partner for Managed Services and would like to obtain these from VSHN according to the terms of this contract.

2. Scope of application and contractual elements

  1. This Framework Agreement regulates the cooperation between the Customer and VSHN and consists of the following parts:

  2. Defined terms from one part of the contract also apply to the other parts of the contract.

3. Start and duration of the contract

  1. This Framework Agreement shall enter into force upon signature by both Parties.

  2. A termination of this Framework Agreement is possible at the earliest after the completion of all ongoing orders.

4. Orders and changes

  1. The Customer can make a request to VSHN at any time by giving details of the desired services for an order (including by e-mail or telephone). VSHN may either reject the order, discuss further details with the Customer or make a non-binding proposal to the Customer using the completed order form in accordance with Appendix 1 (the "Order Form"). The order is only validated by the legally valid signature (including e-signature) of the order by both Parties.

  2. A change to an existing order can be bindingly agreed directly by e-mail or in the customer portal by the authorized persons designated by the Parties.

  3. Each order is subject to the provisions of this Framework Agreement and its Annexes.

5. Scope of services and remuneration

  1. The specific scope of services and the remuneration are set out in the Order Form and the service descriptions and prices referenced therein. VSHN can provide the Customer with indicative service descriptions and price lists to simplify the ordering process. However, an order is only placed after confirmation by VSHN.

  2. If no service descriptions and prices are available, the respective descriptions and prices at vshn.ch or appuio.ch shall apply.

  3. The Customer can at any time make a binding request to VSHN for an order or adaptation or extension of an existing contract, subject to an agreed minimum term and minimum purchase obligation.

6. Service Level Agreement

The Service Level Agreement according to Appendix 2 (the "SLA") applies.

7. Cooperation and contact details

  1. The Parties agree to regularly discuss the execution of the contract, improvements, and possible further services in the interest of a long-term cooperation and to address potential conflicts at an early stage and settle them by mutual agreement.

  2. The Customer can designate an authorized person for the exchange with VSHN and the modification of orders in the customer portal. The respective customer advisor of VSHN is the contact person and is regarded as the authorised person of VSHN for changing orders.

  3. Written declarations must in any case be sent to the business address of the other party.

8. Further provisions

  1. All other provisions are set out in the General Terms and Conditions and in the other referenced documents.