AbaNinja – SWISS21

General Terms and Conditions for the Use of “AbaNinja”

  1. General Information
    1. These are the General Terms and Conditions of Abacus Research AG, Abacus-Platz 1, 9300 Wittenbach, Switzerland (Abacus) for the use of “AbaNinja” (AbaNinja), including the Abacus applications and add-on modules available for it. AbaNinja and the applications and add-on modules shall be used as software as a service including hosting of the data.
    2. In order to use this software, you must agree to these General Terms and Conditions as well as Abacus’ Privacy Policy by clicking the checkbox during the registration process. The Owner of the AbaNinja account (Owner) hereby declares that they have read, understood, and accepted these General Terms and Conditions as well as Abacus’ Privacy Policy. The user relationship with Abacus shall commence upon registration for an AbaNinja account.
    3. This offering is intended exclusively for businesses. By accepting these General Terms and Conditions, the Owner confirms that they will use the services as a business for a self-employed professional or commercial activity and not as a consumer, and that they are authorized to enter into the contractual relationship for this purpose.
    4. If the Owner does not have the legal authority to bind their employer or the company, they are not authorized to tick the appropriate box to accept these General Terms and Conditions. If the Owner accepts these General Terms and Conditions using an e-mail address of their employer or the company, they shall be deemed entitled to represent an employer or the company in order to bind it to these General Terms and Conditions.
    5. These General Terms and Conditions are available in a printable format on the AbaNinja website.
    6. These General Terms and Conditions do not affect other terms and conditions that apply to the use of Abacus business software and applications, including those of other providers. In particular, the regulations for the use of the mobile Abacus applications, the contracts for the use of AbaClock and AbaPoint, as well as contracts with third-party providers for additional services must be observed in addition to these regulations.
  2. AbaNinja Owners and Authorized Users
    1. AbaNinja consists of the AbaNinja application and additional Abacus add-on modules such as AbaSalary and AbaClik (applications). The Owner shall be responsible for the use of these. The Owner and administrators authorized by the Owner can grant other users access to the applications (as authorized users such as their employees, their fiduciary, or authorized third parties). These users can be given different rights depending on the user group. The Owner can restrict or withdraw the access of their authorized users to the applications as well as their rights.
    2. Depending on the role, there are different rights and obligations as user or Owner of the applications.
    3. The Owner must ensure by appropriate measures that their users comply with the contractual obligations as far as is relevant. The Owner shall be responsible for their behavior and misconduct during the user relationship.
  3. Registration for an AbaNinja Account and Login
    1. Once they have successfully registered on the Swiss21.org portal, the Owner opens an AbaNinja account. As part of this process, they agree to the opening of the user account, accept these General Terms and Conditions from Abacus, and agree to the Privacy Policy. After successful registration, they can log in using a password-protected login. Alternatively, they can also log in to the applications using their Microsoft, Apple, or Google account. The terms and conditions of these accounts shall apply.
    2. The Owner can allow other users to access their applications as authorized users via the central user administration. To do this, they must register them as users and send them a login link. This link will allow the users to register and then log in using a password-protected login.
    3. The Owner and their users can enter, change, and delete data themselves in their admin area. They are obliged to provide truthful information and to update any changes immediately. Abacus reserves the right to demand proof of the correctness of this information. The following circumstances are subject to this obligation to provide information: all changes of name, company, contact details regarding the person(s) or the company; in case of legal communities: Entry or exit of persons, change of the legal form, the beneficial owners, as well as the representatives; any other factual or legal circumstances that could have a significant influence on the user relationship with Abacus.
  4. Scope of Use of the Applications
    1. In their user account, the Owner can manage (create, delete, activate, change, deactivate) their users and applications (such as AbaSalary or AbaClik) and use other functionalities provided there.
    2. Applications, including those provided by third parties (the terms of use of which apply), are offered free of charge or for a fee, depending on the selected scope of use. There is a free trial period of 30 days for some applications. Paid applications provided by Abacus are automatically renewed each month if they are not canceled in time.
    3. The Owner is obliged to maintain correct and up-to-date contact and address information, as well as the necessary payment information. The Owner can activate one application, a selection, or any number of applications in addition to AbaNinja. The Owner is free to choose. However, an AbaNinja user account is always required to activate additional applications.
    4. The details of the respective applications, their scope of use, and their prices are listed with the respective application. The Owner is familiar with the respective essential functionalities of the applications. They confirm these functionalities as proper, appropriate, and suitable for use in accordance with the contract. If the Owner activates an application, they commit to pay the prices listed within the application.
    5. AbaNinja consists of the use of the Abacus AbaNinja software over the Internet and the storage of data in the context of hosting in order to use AbaNinja. There are two versions available: a free “Free Version” and a paid “Large Version.” For more advanced needs, subscriptions to additional applications (some of which incur a fee) such as AbaSalary and AbaClik are available.
    6. AbaNinja is a web-based software application for internal company accounting with the option to integrate your own fiduciary, use interfaces to various banks and payment providers, and a wide range of other options. In particular, AbaNinja allows the Owner to manage their customers, business partners, services, and products at any time and from any location, as well as create documents such as invoices, offers, payments, and reminders. The detailed and relevant functions available for the duration of the user relationship can be found on the AbaNinja website.
    7. AbaSalary is a web-based software application for internal payroll accounting with the option to integrate your own fiduciary, use interfaces to various banks and payment providers, and a wide range of other options. In particular, AbaSalary allows the Owner to manage payroll at any time and from any location, including settlement, payment, evaluation, and booking, as well as the option to create documents such as pay slips, monthly overviews, and reports. The detailed and relevant functions available for the duration of the user relationship can be found on the AbaSalary website.
    8. The Owner can activate subscriptions for AbaClik for their employees as an additional add-on module. AbaClik is a mobile app provided by Abacus that allows you to record working hours, expenses, services, and all types of information, assign projects, customers, or employees, and synchronize with the Abacus applications. The AbaClik mobile app can be downloaded free of charge for iOS and Android from the respective App Stores. If data from AbaClik is to be collected in the applications, a connection will be established once the user has logged in using the e-mail address and password stored in their AbaNinja account. The AbaClik user is informed which data is affected by the synchronization. The user must agree to this data being exchanged in order to use the connection. Subscriptions must be purchased for AbaClik users (subscription fees apply) to be able to synchronize with the application. Information on how data is processed in AbaClik can be found in the Privacy Statement for mobile applications from Abacus.
    9. Abacus shall provide the necessary infrastructure (hardware and software) for the applications used. These will be provided “as is.” The Owner is not entitled to ongoing updates or functional expansions of the applications. However, Abacus is always striving to improve and develop them further. Abacus can add new functionalities to the application, or change or remove existing functionalities at any time without reason. This does not give rise to any claims by or rights of the Owner.
    10. The Owner is aware and accepts that the applications will be operated and made available in the same release for all owners and will be introduced at the same time for all owners. If the Owner does not accept this, they have the right to terminate the respective application at the time of the new release; they have no further or other claims or rights arising from the termination.
    11. The Owner may only use the applications within the framework of the selected scope of use and the described purposes themselves and with users authorized by them. The functions may be used via telecommunication (Internet) using a browser or mobile Abacus apps compatible with the applications throughout the user relationship.
    12. Other third parties are not permitted to use the applications directly or indirectly, unless Abacus has given its prior written consent. The Owner is therefore not permitted to make their passwords used to access this website available to other third parties or to allow these third parties to use them in any way. If Abacus does not give its consent, regardless of the reasons, the Owner does not have any claims as a result of this decision.
    13. The applications are hosted on Abacus servers and operated and maintained by a service provider contracted by Abacus. For use in accordance with the contract, the Owner shall be provided with the storage space required to use their data, depending on the scope of use of the applications.
    14. Abacus can call in third-party providers or additional subcontractors to ensure proper fulfilment of the obligations resulting from the user relationship at any time. Data of the Owner can be passed on to these third-party providers or additional subcontractors if this is required for the cooperation.
    15. It is the Owner’s responsibility to clarify whether an application meets the requirements of their company and sufficiently reflects their own processes. Abacus does not guarantee whether an application meets the requirements of the Owner, even if the application was recommended to the Owner, for example by a digital coach. The Owner and their users are responsible for fulfilling the technical requirements needed to use applications.
  5. Additional Services
    1. The via the Abacus iPad terminals.
  6. Use of the “Auto-complete” Function to Enter Addresses
    1. In AbaNinja, you can use an “auto-complete” function to enter addresses. To use this function, the Owner makes the addresses that they have entered into AbaNinja available to a central Abacus address database. All AbaNinja Owners who also want to use this function are then able to.
    2. Only business addresses are entered into this address database, not the addresses of private individuals, and no reference is made to a specific Owner as the source of an address. The Owner enters the address as either a private or business address each time an address is entered and thus determines whether the address is included in the address database. Abacus uses a commissioned service provider based in Switzerland to administer and store this address database. The addresses are also processed within Switzerland. This processor was carefully selected and commissioned by Abacus. They are bound to their instructions and are regularly monitored. They only receive data to the extent necessary for the performance of the specifically agreed order processing. Abacus will provide information about its processors on request.
    3. Abacus offers this function to improve address entry. Only addresses that have been recorded identically by several different sources are enabled for this function. The aim is to provide addresses that are as up-to-date and correct as possible.
    4. The Owner shall ensure that the addresses are used in accordance with the law when using them for their own purposes and is solely responsible in this respect. Any misuse of the “auto-complete” function, such as using it to build up a proprietary address database, as well as any illegal use of the address data is prohibited. In such a case, Abacus reserves the right to terminate the use of AbaNinja or the offer of the “auto-complete” function, to demand the deletion of the data, as well as compensation.
    5. The Owner can object to their addresses being entered for this function. In such a case, Abacus reserves the right to terminate the use of AbaNinja for the Owner or disable the “auto-complete” function.
  7. Google Tag Manager, Google Analytics
    1. Google Tag Manager (a service of Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland, hereinafter “Google”) is used within AbaNinja. This makes it possible to manage website tags. Tags are small code elements on the web page that help to use the implemented services of Google. No data is processed by Google Tag Manager alone, but it does allow cookies to be set. In addition to the Google Tag Manager, Google Analytics (also a service of Google) is also used within AbaNinja. These Google services enable data and information about website visits and their usage to be tracked and allocated across more than one device using a pseudonymous user ID. This allows user behavior to be analyzed across devices.
    2. Google Analytics makes it possible to analyze the usage of AbaNinja and to improve the functions of AbaNinja. To do so, different data and information about the use of AbaNinja and its users is collected.
    3. Google Analytics uses cookies, which are stored on the end device and allow the use of AbaNinja to be analyzed. The information collected and generated by the cookie about the use of AbaNinja is usually transferred to a Google server in the United States and stored there. Abacus uses Google Analytics exclusively with the extension “anonymizeIp(),” which is designed to prevent any direct personal reference. As a result of the extension, Google’s IP address within EU Member States or in other States party to the EEA Agreement will be shortened before it is transmitted. The full IP address shall only be transmitted to a Google server in the United States and shortened there in exceptional cases.
    4. Google obtains this information through our websites and uses it, also for its own purposes, to evaluate the use of a website, to compile reports, to create personalized advertising, to use the data obtained from other contexts to link to this advertising, evaluate it, and pass it on to third parties, and to provide further services associated with the use of the website and the Internet, including to us.
    5. The storage of all cookies can be disabled by changing the corresponding setting in the browser software. If the storage of all cookies is disabled, it may not be possible to use the full functionality of all of the features of the AbaNinja website or other websites. Furthermore, the transmission of data generated by the cookies related to the use of websites (including the IP address) to Google and the processing of this data by Google can be prevented by downloading and installing the browser plugin available at https://tools.google.com/dlpage/gaoptout?hl=en. This should then be done on all devices that are in use. Please note that if all cookies are deleted, you will need to perform steps outlined above again to prevent the use of Google Analytics.
    6. Once a month, Abacus automatically deletes data relating to Google Analytics (such user and advertising IDs) 14 (fourteen) months after it has been collected.
    7. Details of Google’s terms of use and privacy policy can be found on the Google website. Google LLC. as the parent company of Google is an American company, so there is the possibility that data might also be processed in the United States. Abacus hereby expressly points out that the United States is not a safe third country in the sense of Swiss data protection law and that due to existing regulations, there is the possibility that American companies are obliged to hand over data to security authorities. In this respect, data subjects currently do not have sufficient legal remedies to take action. Abacus cannot therefore exclude that American authorities (such as intelligence services) process, evaluate, or store such data in the U.S. for monitoring purposes. Abacus has no control over this. The Owner is aware of this and agrees to it.
  8. Rights of Use, Intellectual Property Rights
    1. Abacus shall grant the Owner a personal, non-exclusive, non-transferable, non-cedable, simple, geographically, and time-limited right to use the applications for the duration of the user relationship for their own use. This means that only the Owner and users authorized by the Owner can access the applications. The scope and the obligation to pay for the right of use are determined by the version (“free” or “large”) of an application used and by the additional modules used.
    2. The Owner is forbidden to make the software used for this purpose accessible to unauthorized third parties in any form, to make it available, to rent it out, to make it available to a third party for joint or sole use, to grant sublicenses for it, to transfer it, or to use it in any other way without written consent of Abacus. Furthermore, they are not entitled to use the software for any other use other than that offered by Abacus herein.
    3. The Owner may not circumvent the limitation of the scope of their rights granted by Abacus to the software used by integrating their own program components into this software. In particular, they are not entitled to expand the number of authorized users by programming their own user interface (“Interface”). If users with an external Interface enter or view data that is processed via interfaces, these users are included in the scope of use.
    4. Abacus has the right to license interfaces and report generators for the purpose of exporting data from the applications to third-party systems, which could be processed there. The Owner may only use such interfaces to programs, also of other providers, to the AbaNinja Software or report generators if Abacus has given its prior written consent. This shall also apply if interfaces and report generators are used with the primary purpose of visualizing or printing the data using an external system so that users of the third-party system can view and use this data.
    5. With regard to third-party software used, the licensing provisions of this third party shall apply if they contain additional restrictions.
    6. The Owner shall immediately inform Abacus in writing if third parties claim property rights (for example, copyrights or patent rights) against them due to the use of the applications. They must not take any legal action without authorization from Abacus. The Owner shall cede all defense measures, such as the defense against the claims of the third party, to Abacus at their own expense, as long as the claims are not based on a breach of duty by the Owner or their users (for example, if an application is used contrary to the contract).
    7. All intellectual property rights to AbaNinja (including the Abacus software used for this purpose), to content, text, images, photos, videos, logos, or other information from Abacus, including its websites, belong exclusively to Abacus or the specifically named holders of rights. For any further use of any intellectual property rights, the written consent of the rights holders must be obtained in advance. All Abacus documentation made accessible to the Owner in the context of the user relationship are considered as intellectual property of Abacus.
  9. Obligations of the Owner and Their Authorized Users
    1. If the use of the applications is a paid use, the Owner must pay Abacus a fee for this in line with the current pricing information. The payment obligation is determined by the scope of an application used and a monthly subscription fee.
    2. The Owner shall undertake to strictly comply with their obligations under these General Terms and Conditions, and to take appropriate measures to ensure that all users authorized by them also comply with the contractual obligations as far as relevant. The Owner shall indemnify Abacus from all claims of third parties that are based on a non-contractual or illegal use of the applications by themselves or their users, and shall hold Abacus harmless. In such a case, Abacus reserves the right to claim damages or assert other claims.
    3. The Owner shall not have the right to a price reduction, to a refund of fees already paid, or to compensation if access to AbaNinja is blocked by official or court order or following non-contractual or illegal use of an application.
    4. The Owner as well as their authorized users have the following obligations in particular:
    5. They shall provide a sufficient connection or bandwidth and fulfil other technical requirements needed to be able to use the applications within the scope of the selected scope of use.
    6. They shall minimize the risk of unauthorized access to the applications and the end devices on which the applications are used by taking appropriate security measures (for example, use of an up-to-date antivirus program, a firewall, a spam filter). This shall be achieved using appropriate measures and must correspond to the current state of the art.
    7. They shall promptly report identifiable errors (error report) and take all measures that can be expected from them to enable the determination of an error and its origin or to accelerate or facilitate its rectification. The Owner will reimburse the costs incurred in connection with an error report, if, once the error has been investigated, it emerges that it was within their area of responsibility.
    8. They shall provide sufficient password protection to safeguard the applications against misuse. Strong passwords (must contain at least eight characters, one number, two lower case letters, and one upper case letter), which are not easily identifiable, must be used. They are responsible for all consequences resulting from any use of their login data, especially that of their users. The password must be changed immediately if there is reason to believe that unauthorized third parties have obtained knowledge of login data. They shall inform Abacus of this circumstance immediately.
    9. The Owner shall inform Abacus immediately if there is any suspicion of misuse of an application in order to arrange for the user account to be blocked. A message can be sent to support@swiss21.org.
    10. The Owner and the users will not store any data or information in an application that violates these General Terms and Conditions, applicable law, or moral standards. They shall comply with the relevant legal provisions, in particular those concerning data protection and intellectual property rights.
    11. The Owner shall be solely responsible for the content of the data posted into or generated in the applications by them and their users. Abacus is not obliged to check the content for legality or lawfulness, but reserves the right to view, change, or delete this content at any time without notifying the Owner if there is suspicion of illegal or immoral content.
    12. The Owner will not allow any unauthorized third party to use AbaNinja for payment or free of charge.
    13. Abacus has appropriate technical and organizational measures in place to prevent data loss or access by unauthorized third parties according to the state of the art and as far as possible. Nevertheless, the Owner shall ensure sufficient access protection for their data and a data backup for the recovery of their data in case of accidental loss by taking appropriate measures.
    14. The Owner shall decide independently what data is processed and stored in AbaNinja and whether the existing level of data security attained through technical and organizational measures put in place by Abacus for AbaNinja is sufficient for their data.
  10. Fees, Terms of Payment, Credit Information
    1. If the use of the applications is a paid use, the Owner must pay Abacus a fee for this in line with the current pricing information. Abacus is entitled to change the prices for the applications (including subscription fees) at any time.
    2. The Owner can use the basic version of AbaNinja and AbaSalary (“free version”) free of charge; the paid “large version” is available from a certain scope of use. Some applications are provided with a free trial period of 30 days. A valid credit card must be added as the only means of payment for each activation (even for a trial period).
    3. The prerequisites for using an application, its scope of functions, and the detailed and current prices (in CHF) including sales tax at the statutory rate can be found both in the applications themselves and under “Prices” on the corresponding application websites.
    4. If the Owner reaches the limited business volume of the “free version,” they will receive three notifications informing them that they need to switch to the “large version.” If the Owner does not switch versions, they will no longer be able to enter data into the “free version.” However, it can still be used within the given framework.
    5. If the applications are used, the payment is collected by Swiss21.org AG. The credit card stored will be charged on the first of a month for the activated applications in advance; if the applications are activated during the course of a month, they will be charged pro rata for the time until the end of the month. The Owner will receive the payment receipt for the charge (net amount including statutory sales tax) for the use of the applications at the same time. Swiss21.org shall ensure the payment is processed securely. The local payment conditions shall apply. The Owner hereby expressly authorizes Abacus or the company responsible for collecting the payment to collect due receivables of Abacus resulting from this user relationship via the stored credit card.
    6. An invoice is usually issued monthly. The Owner must raise any objections in writing within 30 days after invoicing. If an objection to the invoice is not submitted within this period, it is considered to be accepted.
    7. Default occurs on the due date without further reminder. If the Owner is in default of payment, Abacus is entitled to restrict the use of the application(s) with immediate effect, to block access, and to terminate the user relationship without granting a grace period.
    8. In the event of a restriction or if access is blocked, the Owner is not entitled to use the application, but remains obliged to pay the fees by the due date.
    9. Abacus is entitled to demand default interest / past-due interest in the amount of five (5) percent on the arrears of payment as well as further costs (such as processing, reminder costs, enforcement measures).
    10. In case of default of payment, Abacus can – under the obligation of the Owner to bear the costs – at any time commission third parties for the collection of the receivables. All outstanding receivables become due upon termination of the user relationship. Abacus reserves the right to assert further damages caused by delay.
    11. Abacus can restore access to AbaNinja or the application upon full payment of outstanding receivables.
    12. In the case of an obligation to make payment in advance, in order to safeguard legitimate interests, a credit check on the Owner can be obtained from third parties, for example a credit agency, and data on the Owner’s payment history can be passed on to these third parties.
  11. Data Backups
    1. The Owner shall be responsible for the storage of their documents such as invoices and so on within the framework of the legal regulations. They shall acknowledge that data and documents such as invoices, invoice data, especially the invoice details, and the customer database are not archived by Abacus. The Owner themselves shall be responsible for creating and maintaining an appropriate data backup of the data and documents entered in the applications. Abacus does not provide a corresponding recovery function.
    2. During the user relationship, Abacus can create a data backup of the data and documents stored in the applications according to usual procedures and strives to avoid data loss as far as possible.
    3. The Owner can back up their data and documents via a data export at any time, as well as before the AbaNinja account is deleted (for example, after termination of the user relationship, cancelation).
  12. Invoices and Invoice Exchange
    1. The Owner shall be responsible for the way in which invoices (electronic or paper) are transmitted between them and the recipients of their invoices. Abacus does not check the commercial basis or the correctness and completeness of the content of the invoices that the Owner sends to the recipient of their invoices. Abacus shall not assume responsibility for the processing of format standards, such as the Central User Guide of the Forum for Electronic Invoicing Germany (Zentraler User Guide des Forums elektronische Rechnung Deutschland, ZUGFeRD) format. Further information can be found at the respective format standard provider; further information for ZUGFeRD can be found at https://www.ferd-net.de/index.html?changelang=4.
    2. If the Owner also uses e-business services to exchange digital documents via AbaNet, the terms and conditions for AbaNet shall apply, which the Owner accepts separately when using this service.
  13. Access to and Availability of AbaNinja
    1. The Owner shall be solely responsible for their access and the access of their users to AbaNinja. Abacus shall not assume any liability for the network operators (Telecommunications Provider, Provider) and shall not accept any liability for the hardware and software required by the Owner and their users to use AbaNinja.
    2. Abacus strives to achieve the highest possible availability of AbaNinja and shall apply the usual business diligence according to the current state of the art.
    3. This target highest possible availability does not make allowances for disruptions to service resulting from the following: Technical necessity, identification or elimination of security risks, sabotage or faults, maintenance (planned and unplanned), program corrections, possible updates or changes to the functions of software, actions and omissions on the part of the Owner or their employees, epidemics, pandemics, or other cases of force majeure, unplanned downtime, problems for which server suppliers or hosting partners are responsible, defense against attacks by pirates, hackers, viruses, or other malicious software, defense against other dangers, or emergency maintenance.
    4. In such cases, Abacus is entitled to restrict the operation of or access to the applications and/or the functions and additional services offered therein at any time and without prior notice or to interrupt this for an unlimited period of time without any claims or rights arising for the Owner, with the exception of mandatory legal liability claims. The Owner will be notified of these interruptions or restrictions as quickly as possible.
    5. Abacus is committed to eliminating interruptions as quickly as possible and endeavors to keep them as short as possible and, if possible, schedule them at appropriate times.
    6. Services provided by Abacus free of charge can be suspended, interrupted, or terminated at any time and without prior notice. This does not give rise to any claims by or rights of the Owner or their users.
    7. Because third parties, especially financial service providers, set their maintenance windows at different times and Abacus itself needs maintenance windows, it is not possible to provide the applications at all times. The Owner will be informed of these periodic time windows in advance to be able to carry out regular maintenance work (program corrections, software updates, and so on). Abacus acts with customary care in such cases, without any success being owed.
  14. Support
    1. The Owner can contact the Support Team should they have questions about the technical requirements, the functionalities of the applications, or if they encounter faults while using the applications by using the “Help” function in AbaNinja or by sending an e-mail to support@swiss21.org.
    2. The Owner is not required to transmit any (confidential) data. They must only transmit the request or a description of a possible technical fault. You can get support by contacting our Support Team via live chat from within the application during normal business hours (Monday to Friday from 9 am to 12 pm and 1:30 pm to 5 pm), by sending an e-mail (ticket system), or by referring to the existing documentation.
    3. Abacus uses Swiss21.org AG, a support ticket system and live chat tool from Zendesk, for first level support, and the mail provider Mailgun as additional processors. In addition, expert staff from Abacus are available.
    4. If there is a fault, it shall be categorized (critical, large, small, no impact) and appropriate measures shall be taken according to the category to enable further use. If the cause of the fault is not in an application, the Owner or, if the cause is known, the relevant provider of the additional service will be informed so that the latter can take appropriate measures.
    5. Abacus shall not be liable for the costs of any repairs of possible faults and reserves the right to charge the Owner for support requests according to the current hourly rates. Additional support (different response times, on-call service, on-site deployment of Abacus, training, and so on) can be taken up by agreement at the current hourly rates.
    6. The Owner can also hire the services of a digital coach to provide support for AbaNinja. This contractual relationship shall apply exclusively between the Owner and the digital coach; Abacus is not involved. The conditions agreed upon with the digital coach shall apply.
  15. Abuse, Breach of Contract, Force Majeure
    1. Abacus can monitor use (such as business volume, country use) in accordance with the contract and can protect itself from non-contractual or illegal use. If the Owner or their users is suspected to have violated existing contractual or legal obligations, stored illegal or immoral contents, or misused the applications to commit illegal or immoral actions, Abacus is entitled to immediately restrict or block access to the application, to terminate the user relationship, to take legal action, and to assert the corresponding claims.
    2. Blocking access alone does not constitute a termination of the user relationship. Abacus can grant the Owner access to the applications again, if they have stopped the non-contractual or illegal use. Irrespective of this, Abacus is entitled to remuneration for the previously granted paid use.
    3. In case of disruptions or delays in the provision of an application or interruptions of the use of an application due to force majeure (such as landslides, earthquakes, storms, floods, other natural disasters, terrorism, epidemics, pandemics) or other circumstances or events, which considerably restrict Abacus or, if applicable, other providers in their service provision or make their service provision impossible, such as faults, sabotage, hacker attacks, danger of abuse, conspicuous flow of information, war, an embargo, strike, lockouts, fire, explosions, power failure, laws, decrees, decisions or orders of state authorities, closures of operations, failures of communication networks, failures of server providers and of infrastructure providers, or gateways of other providers, even if this failure occurs at suppliers or subcontractors of Abacus or at the subcontractors of these subcontractors or the intermediary operators authorized by Abacus, Abacus and, if applicable, other network operators have the right to restrict or block access to the application, to interrupt or postpone the provision of services for the duration of such an event or its consequences, and to extend this period by a reasonable amount of time for the start of further service provision.
    4. Abacus is released from its performance obligations for this duration. If such a case continues without interruption for a period of more than 30 days, the contractual relationship may be terminated by either party. In no case is the Owner entitled to damages or other claims against Abacus if such a circumstance is beyond the reasonable control of Abacus. The Owner is released from their contractual obligation insofar as the obligations of the Owner relate to such impeded, limited, or disturbed fulfillment, provided that the Owner makes every effort to avoid or alleviate such causes of non-performance. The Owner shall be informed of such interruptions and suspensions as quickly as possible.
  16. Warranty and Liability
    1. The applications are of a quality that is usual for corresponding software. The rights of use for the applications granted in these General Terms and Conditions exist as they are made available within the scope of this user relationship. Abacus shall guarantee the Owner a faithful and careful execution of the services according to the terms of these General Terms and Conditions.
    2. Services provided free of charge are provided without any claims for performance or warranty. Abacus has the right to discontinue, change, or require payment for services offered free of charge. In such a case, Abacus will inform the Owner in good time.
    3. At no point in time, either specifically or in general, shall Abacus ensure uninterrupted or fault-free use of an application. In particular, Abacus shall not guarantee that the use of AbaNinja as the result of spam, malware, spyware, hackers, phishing attacks, and the like will not affect the Owner or its users or that the infrastructure of the Owner or its users will not be damaged or otherwise harmed. Potential problems or defects must be reported to Abacus immediately.
    4. A guarantee for the use of the applications (including the software used, updates, hosting, and so on) is excluded to the extent permitted by law. This shall also apply to all additional services when using AbaNinja, especially for the additional services of DeepCloud AG or services provided via the Swiss21.org portal.
    5. Abacus is liable without limitation in case of intent and gross negligence.
    6. The liability of Abacus for slight negligence as well as for its assistants is excluded as far as legally permissible.
    7. Otherwise, their liability in the event of any direct damage, loss, or other costs is limited to a maximum of the half-yearly annual compensation amount of the Owner (prior to the occurrence of damage).
    8. The liability of Abacus for indirect damages, for example indirect consequential damages such as downtime costs, additional costs, loss of income or reputation, damage to reputation, other indirect losses such as the loss of documents or data in whole or in part, damage due to blocking, faults, or interruptions of availability, receivables or consequential costs for expenses, or loss of profit is excluded as far as legally permissible.
    9. In particular, Abacus shall not assume any liability for offers, invoices, payments, and so on, which could be sent late or not at all due to interruptions of the availability of the applications or for damages that could not be sent to the Owner due to transmission or storage errors, functional disturbances of the infrastructure of Abacus or its infrastructure providers (such as servers and lines), technical defects, illegal interventions in telecommunication facilities and networks, overloading of the network, willful overloading of electronic accesses by third parties, no or insufficient confidentiality of encrypted data, even if Abacus offers the encryption service, fault, misconduct, negligence or omissions of the Owner, its users, or a third party over which Abacus has no influence, incorrect processing of commercial transactions over the Internet, especially incorrect transmission of bank and financial data, or other information regarding the payment or receipt of funds.
    10. Claims of any kind must be asserted by the Owner within six (6) months after the occurrence of damage.
    11. As far as legally permissible, these exclusions and limitations of liability shall apply to contractual as well as non-contractual claims of the Owner.
    12. The Owner shall have no compensation, termination, or other rights in case of limited or no availability of the applications during a maintenance window or other (including unplanned) interruptions.
    13. A strict liability of Abacus shall be excluded. In particular, Abacus shall not be liable for faults for which it is not responsible, in particular for security flaws and operational failures of third parties with whom it cooperates or on whom it is dependent. Abacus shall not assume any warranty, guarantee, or liability for hardware, products, or additional services of third parties, which are integrated when using the applications. Abacus is not party to the legal relationship that exists between the Owner and these providers for these additional services.
    14. The Owner shall be especially liable and indemnify Abacus from any claims (including claims, damages, loss of profit, costs for legal defense, and so on) in connection with the use of the applications, which are based on the fact that the Owner or their users violate applicable laws, regulations, or these General Terms and Conditions, the Owner or their users use the applications in an improper or immoral way, the Owner or their users violate the rights of third parties, including intellectual property or data protection rights, or an unauthorized third party gets access to and uses the applications by using the login data.
    15. The Owner shall be solely responsible for securing the data backup. Abacus shall not accept any liability for data of the Owner sent, received, or stored in Abacus systems that has been disclosed, reduced in quality, or deleted through no fault of the Owner.
  17. Data Protection and Confidentiality
    1. The parties shall undertake to comply with the provisions of the relevant data protection laws, in particular to keep secret, protect, and use any personal data that may become known during the performance of the contractual services exclusively for the purpose for which they were disclosed.
    2. The Owner acknowledges that data of the Owner as well as their documents can be viewed by Abacus, providers of additional services, financial service providers, payment providers, and other authorized third parties, especially when providing their services and in support cases. The Owner agrees to the transfer of their data to these parties.
    3. As far as Abacus processes personal data of the Owner in the context of the use of the applications (for example, when hosting) or can access this data (for example, when providing support), Abacus shall be processor for the Owner in terms of data protection regulations. Abacus will process and use this data only for the performance of the user relationship with the Owner. Abacus is bound to the instructions of the Owner in this regard and will follow them.
    4. By accepting these General Terms and Conditions, the Owner also accepts the provisions of the Agreement on data processing (ADR) in its current version. The current version of the ADR is valid at any given time and can be downloaded in a printable format.
    5. As far as data protection is concerned, the Owner shall be legally responsible for the data and therefore has the sole right to make decisions concerning their data. They shall ensure that they are entitled to process the data of the data subjects and shall process them lawfully in accordance with the relevant provisions. The Owner shall exempt Abacus from any claims made by third parties (including data subjects), unless Abacus – within the limits of its liability – is solely responsible for such violations due to attributable breaches of duty.
    6. The Owner can delete their data in the applications at any time, as long as the data is not related to a business-relevant transaction. Abacus shall not be entitled to retain data. The Owner can download the data stored in AbaNinja via data export in a machine-compatible format.
    7. Abacus uses processors to obtain required services such as hosting the applications, conducting webinars, providing support, or customer satisfaction surveys. This processor is carefully selected and commissioned by Abacus. They are bound to their instructions and are regularly monitored. They only receive data to the extent necessary for the performance of the specifically agreed order processing. Processing takes place in Switzerland or in an EU or EEA Member State, whereby an adequate level of data protection is guaranteed. For data processed outside of these States, Abacus shall provide appropriate guarantees such as the conclusion of standard data protection clauses for the transfer of data abroad. Abacus will provide information about its processors on request.
    8. How Abacus processes data as the party responsible for data protection is described in the Privacy Policy at abacus.ch. The current version of the privacy policy published on the website shall apply.
    9. Information marked as confidential by Abacus or information that can be recognized as confidential from the circumstances is to be considered a business and trade secret of Abacus and to be kept confidential. The Owner will not use such information for their own purposes, transmit it to unauthorized third parties in whole or in part, transfer it, or otherwise make it available.
  18. Data Security
    1. AbaNinja, the applications, and the additional services are used via the Internet and thus accessible to everyone via an accessible network. State-of-the-art encryption mechanisms are used for data transmission. However, it cannot be completely ruled out that transmitted data may nevertheless be viewed by unauthorized persons. Certain technical features of the connection setup (such as IP addresses) are not encrypted. Knowledge of this data makes it possible to localize the Internet connection used, the used device, and thus to draw conclusions about an existing relationship to the Owner or user. The Owner further acknowledges that data may be transmitted across borders without checks, even if the sender and recipient of the data are located in Switzerland.
    2. Abacus shall use appropriate technical and organizational measures, which are especially appropriate to the state of the art, the type, and extent of the data processing when using the applications as well as possible risks involved with their use. This includes the use of security measures such as firewalls or antivirus programs to protect the Owner’s data. All communication that takes place through Abacus or by means of Abacus software is, wherever possible, only carried out through protected communication channels. Abacus may carry out checks at regular intervals with regard to possible threats to data security.
    3. The Owner shall undertake to protect their systems against misuse.
  19. Customer Satisfaction, Promotional Measures
    1. Abacus is interested in the satisfaction of the Owner and their users when using the applications. For example, Abacus may ask via e-mail whether the support provided following a support request has solved the request satisfactorily to ensure and optimize the quality of the support. Furthermore, Abacus may provide the Owner and their users with information concerning the applications, such as information about maintenance, new features, or user options. Contact data of the Owner or user stored in the user administration shall be used for this purpose. You can opt out of receiving these e-mails at any time by contacting support@swiss21.org.
    2. Abacus is entitled to send information about the applications or its own similar contractual products, or about the additional services offered by AbaNinja, to the Owner by e-mail or mail, or to contact them by telephone, even without their consent. Abacus has a legitimate interest to contact the Owner for advertising purposes. There is a right to object to the sending of such e-mails or telephone inquiries at any time. The customer can unsubscribe by using the unsubscribe link in the e-mail or they can directly object to the subscription by contacting Abacus at support@swiss21.org.
    3. If consent to receive a personalized newsletter was given during the AbaNinja registration process by clicking the corresponding checkbox, sign-up for this newsletter shall take place via a double-opt-in method. This means that after they have entered their e-mail address, the Owner or user first receives a confirmation e-mail with a link. The Owner or user will only be signed up to receive personalized newsletters after they have confirmed their e-mail address. Both Abacus or Swiss21.org AG may send these newsletters. In the case of the latter, the confirmation of the newsletter sign-up, the e-mail address, and the name of the Owner or user will be passed on to Swiss21.org AG. A personalized newsletter is based on the specific interests of the recipient, which can be determined by evaluating their click behavior once they have confirmed that they have signed up for the newsletter and is also linked to the recipient’s other data, which in turn allows the newsletter to be personalized and continuously improved. Further information on data processing can be found in the Privacy Policy of Abacus and Swiss21.org AG.
    4. Abacus may pass contact information of the Owner to a company of the Abacus Group (these companies are listed under abacus.ch) in Switzerland or Germany, to DeepCloud AG, Swiss21.org AG, as well as to partner companies of Abacus or the Swiss21.org portal (these partner companies are listed under https://swiss21.org/partner/). Promotional measures are taken within the framework of legal requirements.
    5. The Owner can revoke a given consent at any time by using the contact information in the imprint of the website or by clicking the unsubscribe link in a newsletter. Abacus will then remove them from the promotional measure (such as from the newsletter mailing list). The data of the Owner may still be subject to further processing as far as the use of this data is still possible or permitted by law.
    6. Abacus may use commissioned service providers to send and process the promotional material, such as the sending of the newsletter, and forward this data to them. A service provider commissioned for this purpose is carefully selected, whereby the data protection laws are respected. They are bound to their instructions and are regularly monitored. They only receive data to the extent necessary for the performance of the specifically agreed order processing. Abacus shall provide an adequate level of data protection by means of appropriate guarantees for data transfers abroad. Abacus will provide information about its commissioned service provider on request.
  20. Term and Termination of the User Relationship
    1. This contract shall come into force when the Owner has accepted these General Terms and Conditions after they have successfully registered, at the latest with registration to AbaNinja. The user relationship with Abacus shall be concluded for an indefinite period of time.
    2. The Owner can end the use of AbaNinja at any time by selecting “Delete Account” under “Company Data” in AbaNinja. The system issues a warning with a note. If the Owner then confirms by clicking the “Delete Account” button again, the AbaNinja account and data will be permanently deleted in its entirety. There is no way to recover the data. Individual applications can be terminated by deactivating them.
    3. Abacus reserves the right to terminate the user relationship at any time, in whole or in part, without giving reasons, with immediate effect.
    4. Both parties reserve the right to terminate the contract for good cause. Good cause shall be deemed to include, in particular, reasonable suspicion of misuse of an application and any violation of the existing contractual provisions by the Owner or its users.
    5. The termination of the user relationship does not give the Owner the right to a refund of any remuneration already paid. Even in the event of termination during a current month, the whole month is still owed as remuneration. All receivables due have to be paid.
    6. After termination of the user relationship, Abacus will block access to AbaNinja and the applications within 5 (five) working days. Applications that are deactivated individually shall be blocked immediately.
    7. The Owner has no extraordinary termination rights if the provision of services, especially the availability of an AbaNinja application, is delayed, limited, or interrupted.
    8. The Owner is solely responsible for planning the termination of use of the applications. They shall be responsible for backing up their own data in good time before the end of the user relationship and deleting the corresponding data, or hereby authorizing Abacus to delete the data at the end of the user relationship. It will not be possible to access the Owner’s data after termination of the user relationship since it will be permanently deleted in its entirety. Data that Abacus is legally or contractually obliged to store for a limited period of time, as well as data that is still needed for the settlement or collection of the services provided, shall be excluded from the deletion.
  21. Course Materials
    1. All course material (in digital, paper, or any other form) is protected by copyright, regardless of whether the Owner has received it as part of a training course, a live conference, an (online) event, a webinar, or in any other way. In particular, the right to reproduce, present, distribute, edit, translate, transmit, or store the course material via any medium (graphic, technical, electronic, and/or digital, including photocopying and downloading) in whole or in part, is the exclusive property of Abacus or the named copyright holders. The copyright notices in the course material must be observed and may not be removed.
    2. Any recording of an event (sound, image, video), in any form whatsoever, is strictly prohibited. Any use in the cases mentioned or in other cases than those permitted by law, namely any commercial use, shall require the prior written consent of Abacus or the copyright holder. The course material may only be used for personal use by the registered user. The Owner shall owe a contractual penalty of CHF 1,000 per course material in case of violation of these regulations. The contractual penalty shall not be set off against a possible claim for damages. It is the responsibility of the Owner to prove that the Owner is not at fault for the violation or damage.
    3. A guarantee of the correctness and a liability for the content of the course material or for damages caused by the use of the course material is excluded as far as legally permissible.
  22. Other Provisions
    1. Abacus is entitled to change these General Terms and Conditions, the scope of use of the applications, as well as their prices at any time and will announce any changes at least one month in advance in writing or in any other way (for example, via “News – News at AbaNinja” or by e-mail to the e-mail address provided by the Owner).
    2. They shall be considered accepted if the Owner does not terminate the user relationship at the next possible date within 7 (seven) calendar days after notification. The Owner has no claims against Abacus in case of a change.
    3. Price adjustments shall take place at the beginning of each calendar month.
    4. The offsetting of claims of the Owner by the Owner against claims of Abacus is excluded.
    5. The Owner may not transfer any rights from this user relationship to third parties. Abacus is entitled to transfer all rights and obligations from this user relationship to third parties. The Owner hereby agrees to a possible assignment of these rights and obligations.
    6. Any general terms and conditions of business or license of the Owner are excluded.
    7. Changes and amendments to these General Terms and Conditions must be made in writing. This also applies to the cancellation of this written form clause. Unilateral amendments and endorsements to the General Terms and Conditions, the scope of use of the applications, as well as the prices by Abacus are excluded from this.
    8. Should individual provisions of these General Terms and Conditions prove to be ineffective or invalid, this shall not result in the ineffectiveness or invalidity of the remaining provisions, but these shall be replaced by provisions that come as close as possible to their economic intent. The same applies in the event of a gap in the contract.
    9. These General Terms and Conditions are available in different languages. In the event of deviations or contradictions, the German version of the General Terms and Conditions shall take precedence.
  23. Applicable Law and Place of Jurisdiction
    1. Swiss law shall apply, excluding private international law and the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from this user relationship is St. Gallen, Switzerland.


Version: 25.09.2020