By filling out the login screen for registration ("Login") on the homepage of Fairwalter AG (hereinafter the "Provider"), you (hereinafter the "Customer") unconditionally accept the following General Terms and Conditions ("General Terms and Conditions" or "GTC").
The provider reserves the right to amend, change and, if necessary, adapt these GTC to the statutory provisions at any time without stating reasons. The current version of the GTC can be accessed at any time at fairwalter.com/legal. The amended terms and conditions shall enter into force upon publication on the homepage.
§ 1 SOFTWARE AS A SERVICE (SAAS) CONTRACT
The Provider provides SaaS services (Software-as-a-Service) to its customers via the medium of the Internet in the area of business management software. The subject of the contract is:
- The granting of the rights to use the Provider's software for use via the Internet.
- The storage of the client's data (data hosting).
§ 2 SOFTWARE LEASING
- The provider shall make the "Fairwalter" software solution available to the customer for use in the respective current version via the Internet against payment for the duration of this contract. For this purpose, the Provider shall store the software on a server that can be accessed by the Customer via the Internet.
- The provider is continuously developing the software and will improve it through ongoing updates and upgrades. The respective current scope of functions results from the service description on the website of the provider (fairwalter.com).
- The provider continuously monitors the functionality of the software and eliminates software errors within the scope of technical possibilities.
§ 3 RIGHTS OF USE TO THE SOFTWARE
- The Provider grants the Customer the non-exclusive and non-transferable right to use the "Fairwalter" software as intended within the scope of the SaaS services for the duration of the contract.
- The customer may neither duplicate nor edit the software unless this is expressly permitted in the current service description on the website. In particular, the even temporary installation or storage of the software on data carriers (hard disks or similar) of the hardware used by the customer (with the exception of main memory) is prohibited.
- The customer is not entitled to make this software available to third parties for use against payment or free of charge. The customer is expressly prohibited from making the software available to third parties in any form.
- The customer undertakes to structure any contractual relationships with third parties in such a way that the gratuitous use of the software by third parties is excluded.
- In addition to the "Fairwalter" software, the customer has the option to order various extensions ("add-ons") from the provider. Such add-ons can in particular enable integrations to third-party software. If access rights are required for the use of such an add-on, the customer expressly agrees to grant all necessary access rights by ordering the add-on.
§ 4 DATA STORAGE
- The Provider shall provide the Customer with a defined storage space on a server in Switzerland for the storage of its data. If the storage space is insufficient to store the data, the Provider shall inform the Customer in good time. Unless the Customer subsequently orders further storage space against payment, data exceeding the available storage space will no longer be stored.
- The provider shall ensure that the stored data can be accessed via the Internet within the scope of the technical possibilities.
- The customer is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge.
- The customer undertakes not to store any content on the server whose provision, publication and use violates applicable law or agreements with third parties.
- The provider is obligated to take appropriate and reasonable precautions against data loss and to prevent unauthorized access by third parties to the customer's data within the scope of technical possibilities. For this purpose, the provider shall have backups made regularly, check the customer's data for viruses and have firewalls installed.
- In any case, the customer remains the sole owner of the data and can therefore demand that the provider hand over individual or all data during the term of the contract without the provider having a right of retention. The data shall be handed over digitally. The customer has no claim to the software suitable for the use/application of the data.
- After termination of the contract, the customer is still entitled for one month (from the termination date) to demand the surrender of his data under the above provisions. The Provider is not obliged to store the Customer's data beyond this period. Should a customer demand the surrender of data after the expiry of the one-month period and should this data still be available at the provider, the provider shall surrender the data to the customer after payment of the costs actually incurred for this.
§ 5 SUPPORT & CUSTOMER SERVICE
- Inquiries about the software "Fairwalter" are to be directed exclusively by e-mail or chat in writing to the provider.
- The Provider shall answer inquiries of the Customer regarding the "Fairwalter" software and other SaaS services within the agreed scope of services as soon as possible after receipt of the respective question by telephone or e-mail.
§ 6 OBLIGATIONS OF THE CLIENT
- The customer is obliged to prevent unauthorized access to the software by third parties by taking appropriate precautions. For this purpose, the customer shall, to the extent necessary, instruct its employees or deputies to comply with copyright law. In particular, the customer shall instruct its employees not to make any copies of the software or to pass on access data to third parties.
- The customer undertakes to release the provider from all third-party claims based on the data stored by him and to reimburse the provider for all costs incurred by the latter due to possible infringements of rights.
- The Customer itself is responsible for the entry and maintenance of its data and information required for the use of the SaaS services - without prejudice to the Provider's obligation to back up data.
- The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
- When using the SaaS services for the first time, the customer must generate a "user ID" and password itself, which are required for further use of the SaaS services. The customer is obliged to keep the "user ID" and password secret and not to make them accessible to third parties.
- The Customer shall notify the Provider immediately of any unauthorized use of "User ID" and password or any other attacks on security. In such cases, the Provider shall change the Customer's "User ID" and password in agreement with the Customer.
- Customer shall take all measures necessary, in Provider's sole discretion, to maintain or improve the security of the data, software and network connections. The User is strongly recommended to change the password on a regular basis, but at least every one hundred and eighty (180) days.
§ 7 DEDUCTION
- The customer undertakes to pay the fee agreed in accordance with his subscription to the provider plus statutory VAT for the provision of software and data storage. The fee will be invoiced either at the beginning of each month or at the beginning of each year. If the amount has not been paid after 30 days, access will be blocked until payment has been made.
- The Provider shall be entitled to adjust the fees and service contents by notifying the Customer by e-mail as of the next possible termination date. Reasons for such a change in service are, in particular, technical progress and further development of the software. If the customer does not wish to continue the contract at the changed rates, he shall be entitled to terminate the contract immediately by written notice within 14 days of notification of the change.
§ 8 WARRANTY / LIABILITY
THE CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE USE OF FAIRWALTER AND SHALL ALSO ENSURE CORRECT OPERATION THROUGH ORGANIZATIONAL AND TECHNICAL MEASURES. TO THE FULLEST EXTENT PERMITTED BY LAW, FAIRWALTER EXCLUDES ALL LIABILITY TO CUSTOMERS OR ANY OTHER PERSON FOR DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS VALUE, OR FOR INDIRECT OR SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES RESULTING FROM NEGLIGENCE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGES OR LOSSES. FAIRWALTER ALSO DISCLAIMS LIABILITY FOR DAMAGES EVEN IF FAIRWALTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- The Provider warrants the functional and operational readiness of the SaaS Services in accordance with the provisions of these GTC.
- The provider represents neither tenants nor landlords and accordingly assumes no guarantee and no liability for the correct conclusion and proper fulfillment of the rental relationships processed via the SaaS platform fairwalter.ch / fairwalter.com. In particular, the data recorded in user accounts are not checked for correctness and completeness.
- The provider assumes no guarantee and no liability for the content of the published advertisements and any published links on external pages. The respective advertiser or site owner is solely responsible for the content of the advertisements and for the content of any externally linked sites.
- The provider is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform the Provider thereof. The Provider shall notify the Customer of the removal and the reason for it without delay. The block shall be lifted as soon as the suspicion has been fully rebutted.
- To the extent permitted by law, the provider excludes all liability to the customer (or any third party), in particular for the fulfillment of its contractual and non-contractual obligations and for the loss of data and loss of profits (including for negligence, to the extent permitted by law). This exclusion of liability also applies to the damage caused directly or indirectly by the use of the "Fairwalter" software. In particular, the provider assumes no warranty for the technical availability of the Fairwalter software.
- In all cases, regardless of the basis of liability, the Provider's liability is limited to the amount of the Software Fees in the last twelve months before the damage occurred.
§ 9 TERM / TERMINATION / DISSOLUTION
- The contractual relationship begins when the customer orders a subscription or other services. Annual subscriptions are concluded for a period of one year. If the customer does not cancel the subscription at least 90 days before the end of the one-year period, the subscription is automatically extended for a further year. The annual subscription is invoiced annually in advance.
- Subscriptions are concluded for an indefinite period of time and may be terminated in writing by either party up to 90 days prior to the end of the subscription term.
- The parties are free to terminate the contract immediately for good cause. An important reason for the immediate termination of this contract exists for the Provider in particular,
- if the customer falls into bankruptcy or the bankruptcy proceedings have been discontinued for lack of assets;
- if the customer is in arrears with payment obligations arising from this contractual relationship to the extent of at least one quarter of the annual fee and does not meet his payment obligation even after setting a grace period of two weeks and threatening to terminate the contract;
- if the customer culpably violates legal regulations or interferes with copyrights, industrial property rights or name rights of third parties when using the contractual services; if the customer uses the distributed services for the purpose of promoting criminal, illegal and ethically questionable actions.
§ 10 DATA PROTECTION AND INTELLECTUAL PROPERTY RIGHTS
§ 10.1 DATA PROTECTION / CONFIDENTIALITY
- The Provider undertakes to maintain secrecy about all confidential processes, in particular business or trade secrets of the Customer, which come to its knowledge in the course of the preparation, execution and fulfillment of this Agreement and not to disclose such information to outside third parties without the authorization of the Customer. This shall apply vis-à-vis any unauthorized third parties, unless the disclosure of information is necessary for the proper fulfillment of the Provider's contractual obligations.
- Tracking data is collected when using the SaaS service "Fairwalter". This data is collected and stored for marketing and optimization purposes. They are not merged with other personal data within the scope of this analysis.
- The processing of data transmitted to the provider through the use of the application (registration, profile, contact requests and other usage data) is carried out in compliance with the provisions of the Swiss Data Protection Act. The provider is authorized within the framework of the legal provisions to store, evaluate and use user data for operational purposes (in particular market research and market processing). The customer hereby expressly agrees to this.
- The provider is authorized within the scope of the legal provisions to store and evaluate user data for operational purposes (esp. market research). The customer hereby expressly agrees to this.
§10.2 INTANGIBLE PROPERTY RIGHTS
- All intellectual property rights to the Services, the "Fairwalter" software, the fairwalter.com / fairwalter.ch website, and documentation relating to the Services shall remain the exclusive property of the Provider.
- The contents, signs and trademarks of the Fairwalter software and the fairwalter.com / fairwalter.ch website are - unless explicitly marked otherwise - subject to the provisions of copyright and trademark law and may not be distributed, modified or copied, either in whole or in part, without the prior written consent of "Fairwalter". The images, sketches and other graphic representations included on fairwalter.com / fairwalter.ch may not be used without the prior written consent of "Fairwalter". In part, the images, sketches and other representations presented on the website are subject to the copyright of third parties. All brand names and trademarks shown or mentioned within the offer on fairwalter.com / fairwalter.ch and protected by third parties are subject without restriction to the provisions of the respective copyright holder.
§ 11 FINAL PROVISIONS
§ 11.1 NOTICE
- Unless a stricter form is stipulated in these provisions or by law, all notifications shall be sent in writing to the addresses indicated during the registration of the customer or on the homepage of the provider. Sending via e-mail satisfies the written form requirement in each case. Notifications from the Provider to the e-mail address specified by the Customer during registration shall in any case be deemed to be a written notification.
- The contracting parties are obliged to notify the other contracting party of any changes of address (incl. e-mail) without delay, otherwise notices sent to the address last notified in writing shall be deemed to have been received with legal effect.
§11.2 APPLICABLE LAW & JURISDICTION
- This contract and all related disagreements are subject to the internal Swiss law excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.
- All disputes arising in connection with this contract, irrespective of their legal basis, shall be decided exclusively by the courts in Zurich.
§11.3 SEVERABILITY CLAUSE
- Should individual provisions of the GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of these GTC. An invalid provision shall be replaced by the corresponding statutory provision.
- If a contract contains loopholes which cannot be closed by these GTC, these loopholes shall be closed by means of a supplementary interpretation of the contract in such a way that the intended economic purpose is achieved.
- However, insofar as this would constitute an unreasonable hardship for one of the contracting parties, the contract as a whole shall become invalid.
FAIRWALTER is an internet service of the: