GTC

AGB - General Terms and Conditions

1 Formation of the contract

1.1 These General Terms and Conditions (hereinafter: "GTC") govern the mutual rights and obligations of synaforce Schweiz AG, CH-8184 Bachenbülach (hereinafter: "synaforce-CH") on the one hand and the customer of synaforce-CH (hereinafter: "customer") on the other.

1.2 These GTC serve as the contractual basis and apply to all contracts between the parties even without express reference to them. Any terms and conditions of business or purchase of the customer are deemed to be excluded. Agreements that deviate from these GTC, including this written form clause, must be made in writing.

1.3 synaforce-CH is entitled to amend these GTC and services if synaforce-CH deems this appropriate for technical reasons or due to market developments and if the interests of the customer - in particular the appropriateness of the service and consideration - are not unreasonably impaired as a result.

2 Commencement, duration and termination of the service contract

2.1 The contract with synaforce-CH for the use of synaforce-CH services comes into effect when the online order form or other electronic form is sent or a written order form/contract is signed.

2.2 Unless otherwise agreed in the service contract, the service contract is concluded for the contract term specified in the order. Unless otherwise agreed, invoicing shall take place in advance for the entire term of the contract. The contract shall be automatically renewed 30 days before expiry for the contract term specified in the order.

2.3 Either party may terminate the service contract at the end of the contract term by giving 30 days' notice by registered letter or at the Customer Center.

2.4 Either party may terminate the service contract at any time with immediate effect for good cause. This applies in particular if the services available from synaforce-CH or the third-party services obtained by means of this service are obtained, used, made available or passed on to unauthorized third parties in breach of the law, the contract or the intended purpose, or if the terms of use of synaforce-CH or third parties are disregarded.

2.5 If the contract is terminated with or without notice, synaforce-CH shall delete all of the customer's data from its systems after a 10-day security period has expired. The customer itself is responsible for backing up its data in good time.

3. services provided by synaforce-CH

3.1 synaforce-CH offers services of all kinds in the Internet sector and provides its services within the framework of the contract with the customer and the operational resources available.

3.2 synaforce-CH's obligation to provide services is set out in synaforce-CH's service descriptions and in the contracts with the customer.

3.3 The Internet is a worldwide system of independent, interconnected networks and computers. synaforce-CH has influence only on those systems that are located in its network and therefore cannot guarantee error-free services.

3.4 synaforce-CH provides its services professionally and carefully in accordance with the current state of the art. The services are generally available to the subscriber 24 hours a day, 7 days a week. synaforce-CH cannot, however, guarantee that the services will function without interruption or disruption or that its network will be absolutely protected against unauthorized access or unauthorized interception. In the event of disruptions to the purchase and use of services, the participant shall only have the right to withdraw from this contract if it has informed synaforce-CH of the disruption immediately in writing and set a reasonable deadline for rectification twice. Announced interruptions to the services, in particular as a result of maintenance work by the relevant media supplier, shall not be deemed to be disruptions.

3.5 When placing an order, the customer agrees to receive important information about maintenance windows, incidents and the system status of their products. The information will be sent by e-mail. You can unsubscribe from this type of information at any time.

3.6 synaforce-CH shall not be liable for delays in performance due to force majeure and due to events that make performance significantly more difficult or impossible for synaforce-CH - as well as the failure of communication networks and gateways of other operators.

3.7 synaforce-CH shall support the customer in establishing a stable condition for the use of the services at the applicable hourly rate.

3.8 synaforce-CH undertakes to take or implement measures to rectify faults and malfunctions of the services within the normal working hours of the synaforce-CH office. Normal working hours are the weekdays Monday to Thursday, 8 a.m. to 5 p.m. and Friday 8 a.m. to 4 p.m., with the exception of federal holidays and cantonal holidays at synaforce-CH's registered office and the period from December 24 to January 2. Outside office hours, the Service Level Agreement selected by the customer shall apply.

3.9 The customer shall only be entitled to reimbursement of the services invoiced by synaforce-CH if this has been agreed in advance in writing in an individual Service Level Agreement. In the case of all other service failures, fees already paid will not be refunded.

3.10 Any claims for reimbursement by the customer shall lapse if synaforce-CH has not been notified in writing of a failure within 30 days of the end of the calendar month in question and a corresponding claim for reimbursement of fees has been made to synaforce-CH. In the event of justified claims, synaforce-CH shall always offset these against future subscription fees in the form of a credit note. The burden of proof regarding non-availability lies with the customer.

4 Obligations of the customer

4.1 Upon conclusion of the contract, the customer undertakes to accept and pay for the contractual services/products.

The customer shall refrain from disseminating information and image material with illegal content. Prohibited in particular are

Incitement to violence within the meaning of Art. 259 StGB
Racial discrimination within the meaning of Art. 261 StGB
Instructions or incitement to criminal behavior
Unauthorized gambling within the meaning of the Lottery Act
Defamatory statements about third parties or publications that violate personal rights
Information that infringes copyrights, related rights or other intellectual property rights of third parties.
not to use the synaforce-CH services to harm or harass third parties, in particular by unauthorized intrusion into third-party systems (hacking), spreading viruses of any kind or by sending unsolicited e-mails (spamming, junk mail and the like)
Content of an erotic nature must be protected from access by minors by means of suitable measures. The operation of so-called download sites is generally undesirable and must always be clarified with the provider in advance.
The operation of websites with copyright-protected content (MP3, "warez", "appz") is prohibited unless the operator is in possession of legally valid licenses that permit distribution in Switzerland. Such licenses must be presented to synaforce-CH on request. synaforce-CH reserves the right to block such content at its own discretion and to terminate the contract without notice, whereby no payments already made will be refunded.
You must refrain from searching networks for open ports (accesses) to third-party computer systems;
to configure server services (e.g. proxy, news, mail and web server services) in such a way as to cause unintentional replication of data (duplicates, mail relaying);
falsify mail and news headers and IP addresses;
to operate download pages, TOR services (or other anonymization services) or pages that generate high traffic.

5 Warranty

5.1 If synaforce-CH sells third-party products (in particular hardware and software) to the customer, the customer shall benefit from the same warranty as is granted to synaforce-CH by the manufacturer of the third-party products. Expenses incurred by synaforce-CH as a result of consequential damage due to defective hardware or software are not covered by the manufacturer's warranty. Likewise, expenses incurred by synaforce-CH at the customer's premises after delivery of third-party hardware and software are not covered by the manufacturer's warranty. This includes in particular the reinstallation of programs, configuration of hardware parts and other expenses incurred in connection with the delivery of the hardware and software.

5.2 Warranty services are generally provided during normal business hours at the domicile of synaforce-CH by appropriately trained specialist personnel. Any transportation and/or travel costs incurred by synaforce-CH for the provision of warranty services shall be borne by the customer.

6 Rights of use of software and product or service designations as well as "Managed Services"

6.1 Unless expressly agreed otherwise, the following provision shall apply with regard to rights of use to software and product or service names in respect of the services managed by synaforce-CH: The customer is granted a non-exclusive, perpetual and non-transferable right to use software and product or service names for its own internal use. Supplementary regulations on the use of software are hereby included. The software may not be made accessible to third parties. For standard products of third parties, their license terms shall apply insofar as they contain further restrictions.

6.2 If, in deviation from Clause 6.1 above, it is agreed that rights of use for software can be transferred to third parties, all copies must bear the original copyright notice and all other protective notices.

6.3 If, in connection with the subject matter of the contract (software development or implementation of other projects), claims are asserted for infringement of property rights, the customer shall be obliged to notify synaforce-CH in writing within 5 calendar days. The customer may not take any legal action without the prior consent of synaforce-CH and may, on request, leave the defense against such claims to synaforce-CH, in particular the conduct of the case, including the conclusion of a settlement.

6.4 If the use of the subject matter of the contract by the customer or parts thereof is prohibited by a court decision or if, in the opinion of synaforce-CH, there is a threat of legal action due to the infringement of property rights, synaforce-CH shall have the right to choose between the following measures:

modify the subject matter of the contract in such a way that it no longer infringes industrial property rights;
provide the customer with the right to continue using the subject matter of the contract;
replace the subject matter of the contract with a subject matter that does not infringe any property rights and that either meets the customer's requirements or is equivalent to the replaced subject matter of the contract;
take back the subject matter of the contract and reimburse the customer for the remuneration paid less a reasonable amount for use and loss of value.

6.5 The above obligation shall not apply to contractual items for which the infringement of property rights is based on a concept originating from the customer or on the fact that the contractual item was modified by the customer or operated together with contractual items not supplied by synaforce-CH.

7 Prices, remuneration, terms of payment, retention of title

7.1 All agreed prices for synaforce-CH services are in Swiss francs and include VAT and other public charges.

7.2 The payment deadlines are based on the contract with synaforce-CH. Once the payment deadline has expired, the customer is automatically in default without a reminder. Any objections to the invoice must be raised by the customer in writing within the payment period. If no objections are raised within the deadline, the invoice shall be deemed to have been approved by the customer.

7.3 The prices for synaforce-CH services are set out in the current price list. The customer shall be notified of price changes as early as possible. synaforce-CH may make reasonable price changes during the term of the contract if significant cost factors have changed. synaforce-CH shall have the same right in the event of unusually intensive use of the synaforce-CH services by the customer or use that incurs special costs.

7.4 The customer shall reimburse synaforce-CH for ancillary collection costs.

7.5 Delivered goods shall remain the property of synaforce-CH until the purchase price has been paid in full. synaforce-CH accordingly reserves the right to have a reservation of title entered in the relevant register. The customer may not pledge the goods or assign them as security. Property rights shall not be transferred to the customer. Processing or transformation shall always be carried out for synaforce-CH as the owner or authorized party, but without any obligation on its part. If synaforce-CH's (co-)ownership expires as a result of combination or sale, it is agreed that the resulting claims of the customer shall be transferred to synaforce-CH - in the case of combination on a pro rata basis.

8 Default

8.1 If the customer defaults on payment, synaforce-CH shall be entitled to suspend or block its services. In this case, the customer has no claim to performance by synaforce-CH and remains obliged to pay the periodically due fees. A processing fee of at least CHF 50.00 will be charged for reactivation.

8.2 In the event of late payment, synaforce-CH is also entitled to charge interest on arrears at a rate of 5%.

8.3 If the customer is in arrears with payment of the fees or part thereof for two consecutive invoice periods, synaforce-CH may terminate the contractual relationship without notice.

8.4 Synaforce-CH reserves the right to assert further claims for late payment, in particular for costs incurred by synaforce-CH as a result of reminder and enforcement proceedings. For reminders, synaforce-CH may charge reminder fees of at least CHF 20.00 per reminder.

9 Right of set-off and retention, assignment, transfer

9.1 synaforce-CH may offset its claim against counterclaims of the customer. The customer shall not be entitled to offset any counterclaims against claims of synaforce-CH.

9.2 The customer undertakes to waive the assertion of rights of retention against synaforce-CH.

9.3 Unless otherwise agreed, all contractual rights and obligations are neither transferable nor can they be assigned to third parties.

10 Exclusion and limitation of liability

10.1 synaforce-CH does not guarantee uninterrupted, trouble-free operation of its services, nor does it guarantee trouble-free operation at any particular time. Liability for interruptions in operation, in particular for troubleshooting, maintenance or the introduction of new technologies, is hereby excluded.

10.2 synaforce-CH does not guarantee the integrity of the data stored or transmitted via its system or the Internet. Any warranty for the accidental disclosure, damage or deletion of data sent and received via its system or stored there is excluded.

10.3 synaforce-CH shall not be liable for any direct or indirect, indirect or direct damage resulting from the use or defective performance of the services supplied/provided by synaforce-CH.
10.4 synaforce-CH shall not be liable in particular in the following cases:

Direct or indirect consequential damage in the event of malfunctions of the synaforce-CH infrastructure.
Electronic messages that are transmitted incorrectly, not at all, illegally or are intercepted by third parties;
Missing or inadequate confidentiality of encrypted data.
Processing errors in the handling of business transactions via the Internet (electronic commerce), in particular not in the case of transmission errors of credit card data or other payment information;
legal disputes resulting from domain name registrations or domain name deletions initiated by synaforce-CH on behalf of the customer.

10.5 Any liability of synaforce-CH and its vicarious agents for a specific technical or commercial success, for indirect damage such as loss of profit, claims by third parties and for consequential damage from loss of production, loss of data and liability for slight negligence are expressly excluded, subject to further mandatory statutory liability provisions.

10.6 synaforce-CH is in no way obliged to check the content of customer offers for legal conformity.

11 Data protection policy

Customer data shall be processed in accordance with the Data Protection Act. The customer expressly permits synaforce-CH to use customer data for marketing purposes (e.g. to inform customers about new services or products). synaforce-CH does not sell or rent customer data to third parties in whole or in part under any circumstances. Only data that is necessary for processing the provider/customer relationship is stored.

12 Confidentiality

12.1 The parties undertake to keep confidential information of the contractual partner designated as confidential and not to make it accessible to authorized third parties by name. In particular, the content of contracts, including annexes, shall be deemed confidential.

12.2 synaforce-CH is entitled to hand over customer addresses to third parties, namely criminal authorities, if illegal or immoral acts are detected.

13 Place of performance, place of jurisdiction, applicable law, miscellaneous

13.1 The place of performance is CH-8184 Bachenbülach.

13.2 The exclusive place of jurisdiction for any disputes arising from or on the basis of these GTC or the customer contract is CH-8184 Bachenbülach.

13.3 The contractual relationship between the parties shall be governed exclusively by Swiss substantive law.

13.4 Should provisions of these GTC be void or legally invalid, the remaining provisions shall continue to apply. In this case, void or legally ineffective provisions shall be replaced by legally effective provisions that come as close as legally possible to the economic effects of the ineffective provisions.