1. Introduction

Swiss21.org AG, Weissbadstrasse 8b, 9050 Appenzell (hereinafter ‘Swiss21’) is an organisation that aims to digitalize and increase the competitive strength of SMEs in Switzerland. For this purpose, Swiss software developers offer some of their business tools free of charge in the Swiss21 cloud. By linking these tools via a central interface, data that has been collected in one place can be processed directly in the other tools.

Swiss21 runs a web application on the internet at www.swiss21.org and at other domains (hereinafter ‘swiss21.org’). Free and paid business tools can be used at these domains.

The following general terms and conditions govern the contractual relationship between Swiss21 and its users (hereinafter ‘customer’). Additional terms and conditions may apply for some applications, modules or services that are available at swiss21.org.

2. Scope

These Swiss21 GTCs and the provisions that these GTCs have declared to be binding in addition to these GTCs, especially the Privacy Policy, govern the rights and duties associated with the use of services and products offered via swiss21.org and all other domains and subdomains of Swiss21.

These GTCs are valid for the above-mentioned areas and all other services that Swiss21 directly and indirectly provides to its clientele.

  1. Services

Swiss21 supplies web-based business applications via swiss21.org for the purpose of simplifying and, whenever possible, automating administrative and other processes. Swiss21 may call on third parties to supply and provide these services.

4. Registration

Swiss21’s products and services are aimed exclusively at customers in Switzerland. A customer’s relationship with Swiss21 begins when they open a user account on swiss21.org or a domain operated by Swiss21. Swiss21 is free to fully or partially decline a customer without naming reasons. In particular, services from Swiss21 are not permitted for use in committing criminal acts. In such an event, you will be informed according to Art. 9 and any payments you have made will be refunded. All other claims are excluded.

5. Costs and prices

Registering for swiss21.org and using swiss21.org is generally free of charge. However, paid applications, modules and services may be offered and purchased via the site. Customers will be informed of the cost of such paid products and services before activating them. Unless indicated otherwise, all prices are given in Swiss francs (CHF) and do not include any applicable value-added tax (VAT).

Swiss21 reserves the right to change prices at any time. The customer will be notified of price changes in writing, and these new prices will take effect for the customer as of the next termination date. The prices that are valid on swiss21.org at the time of purchase apply.

5.1 Means of payment

Payments will only be accepted in Swiss francs. Swiss21 reserves the right to exclude certain means of payment without reason either generally or for certain customers. Furthermore, Swiss21 has the right to charge fees for certain means of payment.

5.2 Credit checks

To protect its legitimate interests, Swiss21 may request a credit report on you from a third party and pass on your customer information as it relates to your payment history to third parties.

5.3 Payment deadlines and late payments

The customer agrees to pay the invoice amount within 30 days of the invoice date. The customer will receive a reminder if the invoice is not paid during this time. If the customer does not pay the invoice by the date given in the reminder, the customer will automatically fall into arrears. The customer will owe 5% interest on arrears from the time they fall into arrears.

Late payments will also be subject to additional reminder fees of CHF 30.00 each (after 60 and 90 days).

Swiss21 reserves the right to request advance payment at any time without stating a reason. In the event of a late payment, Swiss21 has the right to restrict or suspend service without notice.

The customer is not permitted to offset an invoiced amount against a claim against Swiss21.

6. Obligations of the customer

6.1 Exercising rights of use

The customer agrees to only exercise their rights of use to the extent that those rights have been granted. The customer is responsible for storing their login data and their employees’ login data securely. Furthermore, the customer is solely responsible for the content and information collected, transferred and provided by them and the users they have set up.

By accepting these GTCs, the customer additionally confirms that they are of age and have unlimited capacity to act. By registering, the customer expressly confirms that all information they have given is correct, current and not in violation of third party rights, public morals or the law.

Swiss21 is entitled to monitor customer actions as they pertain to the use of the website. In particular, Swiss21 is entitled to review the legality of content that the customer has entered on the website, on the basis of notification it receives or on the basis of court orders or official orders. Swiss21 is entitled to conduct random checks even if it has not received such an order.

The customer must promptly inform Swiss21 of any unauthorised use or the loss of their contract information.

6.2 Obligations to cooperate

The customer agrees to promptly take all necessary measures for Swiss21 to provide its service. These measures are to be taken in the agreed place, at the agreed time and to the agreed degree. This includes providing the appropriate information and documents to Swiss21.

In addition, the customer agrees to cooperate quickly and fully. The customer must hand over to Swiss21 all documents and information required in connection with service provision, without being asked to do so, in their entirety and free of errors. Swiss21 presumes that the information and documents provided are correct and complete and that they meet statutory obligations of cooperation and disclosure. Swiss21 is only obliged to verify the correctness and completeness of a customer’s documents, information and figures if this has been agreed in writing in advance.

7. Obligations of Swiss21

7.1 Service provision

Unless agreed otherwise, Swiss21 meets its obligation by providing the agreed service. Large parts of Swiss21’s services are provided online. For all other services, Swiss21’s headquarters will be the place of performance, except where other provisions are agreed.

7.2 Auxiliaries

The parties expressly have the right to call on third parties to fulfil their contractual obligations. The parties agree to ensure that such third parties are in compliance with all obligatory statutory provisions and any collective employment agreements.

7.3 Support

Support requests may be sent to Swiss21 via the channels given on the website (email, for instance). Swiss21 processes these requests as quickly as possible after they are received, during business hours.

8. Hosting and data

8.1 Hosting

The website is hosted by a hosting provider in Switzerland. Swiss21 supplies the customer with storage space on the server. Swiss21 reserves the right to limit the amount of free storage and offer additional storage as a paid option.

8.2 Data

Customer property

The customer retains ownership of the data entered by them or the users they set up (hereinafter ‘customer data’).

The customer has the right to request the erasure of all customer data that can be uniquely attributed to them. If the customer makes such a request, Swiss21 will delete this customer data within 30 days, unless legal provisions require it to retain it.

Data export

The customer has the option of requesting that all of their customer data be exported at one time when they terminate their customer profile. Swiss21 will export the data and make it available to the customer within 60 days. Swiss21 reserves the right to bill special export requirements separately. This data will be permanently erased after it has been handed over to the customer. 

Where individual modules or applications are cancelled or a user account is deleted, Swiss21 has the right to completely erase all associated data at least 14 days after the contract ends.

9. Duration of and changes to services

Swiss21’s products and services are continually optimised and enhanced. This means that functions or products may be enhanced or removed and entire services may be completely suspended or terminated. Swiss21 endeavours, but it is not obliged, to inform customers of impending changes and services that are due to be terminated.

In order to conserve Swiss21’s resources and to avoid “dead accounts”, the modules “21.SHOP” and “21.POS” will automatically be deleted after 45 days of uninterrupted inactivity. The data collected for these applications will thereby be lost. The customer will be informed several times (after 35, 40 and 43 days) of the impending deletion. To avoid that the “21.SHOP” or “21.POS” (online shop and web checkout) are deleted, just log into the backend of the shop once. It is also counted as activity when an order is executed.

Swiss21.org account

This agreement can be terminated at any time by completely deleting the user account. Unless another termination period is set for an installed application, that application can also be terminated by deleting the application.

Swiss21 is also free to terminate a contract if this agreement or other provisions are breached, or for other reasons outside of Swiss21’s sphere of influence. This right also encompasses disabling or deleting an account or individual applications due to inactivity.

Paid modules

Unless another provision applies for a certain module, modules with a notice period of one month can be terminated as of the end of the following month. During the trial period, modules can be terminated at any time.

10. Responsibility and reporting process for prohibited content

The customer is solely responsible and liable for content that they upload, publish or process while using Swiss21’s services. If the customer sets up further users, the customer will also be liable for content that these users upload to the server or otherwise publish via swiss21.org.

Retrieval or offering of content that violates the law, public morals, or third-party rights (such as copyrights, trademark rights or personality rights) is not permitted. The same applies to links to such content offered by third parties.

10.1 Reporting process

Swiss21 is not obliged to monitor content that the customer has uploaded or published. However, it will review content after it has been notified of a relevant violation. It may do so on the basis of a court order or an official order, or following a report by a third party who has been affected by the violation. Swiss21 is entitled to conduct random checks even if it has not received such a report.

Form and content

Such a report must contain the following items:

  • Name and address of the sender
  • Reason why the sender is affected to a greater extent than the general public (does not apply in the case of criminal offences)
  • The exact URL of the page in question
  • Description of the content that the sender believes to be unlawful
  • Explanation of why the content is unlawful

Swiss21 will review any reports it receives through its form and respond to the sender within two working days if anything is missing. If the sender does not provide the necessary information, or if the report still does not meet requirements, the report will not be processed further.

Expiry

If the report meets the criteria, Swiss21 will normally inform the customer in question and the sender of the message within two working days. The customer then has the option of correcting the objectionable items or issuing a statement to the sender regarding the content’s legality.

If the matter is not corrected or resolved amicably within a reasonable period of time, Swiss21 can, at its own discretion, fully or partially restrict access to content belonging to the account in question. This restriction will not be revoked until the matter is resolved amicably or through an official ruling (court or public authority).

If a report meets all of the above-mentioned criteria and, in addition to this, there is a high probability of violation, Swiss21 may restrict access without advance notice and without setting a deadline to respond, until the case is resolved. This also applies in cases where Swiss21 could incur liabilities under civil or criminal law.

For assessment of the completeness of the report and evaluation of whether access should be restricted, the perspective of a layperson in legal matters shall suffice.

11. Use of swiss21.org

The customer receives the non-exclusive and non-transferable right to use the software provided at swiss21.org for the duration of the contract. Swiss21 retains the exclusive copyright, trademark right and all other related rights to the software and other objects. In particular, the customer is not entitled to reproduce the software or parts thereof, or to make it available to third parties, unless an explicit agreement exists to the contrary.

12. Warranty

Swiss21 endeavours to ensure good availability for swiss21.org, and it takes appropriate precautions to protect swiss21.org from third-party interference.

However, Swiss21 cannot guarantee that swiss21.org and the services it offers there will function without interruption or error, nor can it guarantee that files will be free from viruses. Swiss21 does not guarantee the formal or substantive accuracy, completeness, reliability or quality of published or transmitted information, documents or processes or of the results provided by services. Furthermore, Swiss21 cannot guarantee that use of the service will not be negatively impacted (by spam, destructive software, spyware, hackers, phishing, etc.) or that customer infrastructure will not be negatively impacted or otherwise damaged. Any problems or defects are to be reported to Swiss21 immediately.

13. Data protection

The Privacy Policy explains the manner, scope and purpose in which Swiss21 collects, processes and uses the personal data required to complete orders. The Swiss21 Privacy Policy is an integral part of these GTCs in association with swiss21.org. By accepting these GTCs, you also agree to the Privacy Policy.

14. Liability

No compensation claims arising from inability to provide services, breach of contract, culpa in contrahendo or criminal offences may be filed against Swiss21 except in cases of intent or gross negligence. Swiss21 expressly excludes liability for simple negligence. Liability for indirect and direct losses, consequential losses and lost profit is also excluded if these arise through service use, malfunctions or interruptions. Liability for direct losses is limited to the amount that the customer has paid in fees during the 12 months prior to the loss event. This limitation on liability does not apply in cases of direct losses caused by gross negligence or intent.

The customer agrees to report any losses to Swiss21 immediately.

All liability for auxiliaries is completely excluded.

15. Intellectual property rights

Swiss21 holds all rights to services and products and any brands, or is entitled to use them by the rights holder. Neither these GTCs nor associated agreements cover a transfer of intellectual property rights unless they mention this explicitly. In addition, any use, publication or sharing of information, image material or text material that the customer receives in association with these provisions is prohibited unless Swiss21 gives its express permission. If the customer uses content, image material or text material in which third parties hold a copyright to in association with Swiss21, the customer must ensure that no third-party copyrights are violated.

16. Severability clause

If any provision of these GTCs or an attachment to this contract is invalid or ineffective, the validity of the remaining provisions and these GTCs as a whole will not be affected. The parties will replace an ineffective provision with an effective provision that most closely approaches the intended economic purpose of the invalid provision. This same applies in the case of any gaps in the contract.

17. Changes to the GTCs

Swiss21 reserves the right to change these GTCs at any time. The new version of the GTCs enters into force when it is published on the Swiss21 website.

The version of the GTCs that is valid at the time the user account is created is definitive for the customer. If the customer takes advantage of paid good or services, the version of the GTCs that is valid at the time of the order will apply and cannot be unilaterally modified for that order.

18. Priority

These GTCs take precedence over all prior provisions and contracts. Only provisions from individual contracts that specify the provisions of these GTCs take precedence over these GTCs.

19. Confidentiality

Both parties and their auxiliaries agree to treat as confidential all information that is disclosed or obtained in association with the services. This duty continues after the contract is terminated.

20. Force majeure

If Swiss21, its suppliers, or third parties it has engaged are prevented from timely fulfilment due to force majeure (such as natural disasters, earthquakes, volcanic eruptions, landslides, extreme weather, thunderstorms, storms, wars, unrest, civil wars, revolutions, uprisings, terrorism, sabotage, strikes, atomic accidents or reactor damage), Swiss21 is exempted from performing its duties for the duration of the force majeure and for a reasonable start-up period thereafter. If a force majeure lasts longer than 30 days, Swiss21 may withdraw from the contract. Swiss21 will reimburse all fees paid prior to this.

All other claims, especially claims to compensation as a result of force majeure, are excluded.

21. Jurisdiction and applicable law

Swiss law applies to these GTCs and all legal relations between Swiss21 and the customer, to the exclusion of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the jurisdiction is the headquarters of Swiss21. In other cases, the jurisdiction is at the customer’s domicile.

 

 

Date: 06/04/2020

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