- These General Terms and Conditions (hereinafter "GTC") replace all previous ones and are valid as of 1.12.2019.
- The following terms and conditions govern the use of the online applications and related services of Salenture GmbH (hereinafter "Salenture") by its users and its users' users as well as the operation of the online applications on the servers of Salenture GmbH. Salenture operates its online applications exclusively on the basis of these GTC. By registering for an online application, the user acknowledges that he/she has read and accepted these GTC.
- Salenture does not recognise any regulations deviating from these GTC unless they have been agreed in writing between Salenture and the user.
2 Online Applications
- Online applications enable the user and his users to use web-based applications, which are operated on servers of Salenture, via an Internet access. In this context, both the software required for the use of the online application on the server side and the computing power required on the server side are made available on the servers of Salenture.
- For the duration of the respective usage relationship, Salenture grants the user the right of use (licence) specified in § 3, unless otherwise specified for individual applications.
- For the use of the application and storage of the work results in the form of database entries or files (e.g. graphic data), which the user creates with the application or uploads with it, storage space is available to him within the server storage of Salenture.
- Salenture's servers and the data stored on them can be accessed online via the Internet. Internet access is via a web browser (such as "Google Chrome", "Apple Safari" or "Mozilla Firefox"). In the case of email servers, access via email programmes or protocols defined for this purpose is possible as an option. Salenture's online applications have an average availability of 99.9% on the Internet, averaged over a period of 365 days. The scheduled service windows are excluded from the calculation of availability (see § 5, Service Level Agreement).
- The establishment of the online connection to online applications of Salenture is the responsibility of the user and does not form part of Salenture's offers.
- Salenture shall provide the computing power expected to be required for typical use and the storage space expected to be required for typical use for the online application selected by the user (on the server side). The operation of a necessary and suitable client computer for the use or display of the application or its results is the responsibility of the user.
- Salenture reserves the right to change the scope of services of the online applications at any time in a reasonable manner, in particular to expand and discontinue services that no longer meet the current standard or are no longer used by a majority of users.
3 Right of Use (Licence)
- Salenture grants the user a non-transferable, non-exclusive right to use the online application subscribed to or licensed by him and any associated modules by the authorised users.
- The work results created by the online application may be freely used by the user and his users and reproduced by him or them as desired.
- The aforementioned right of use does not transfer ownership of the online application. Data entered by the user or his users shall remain the property of the user at all times, but only in the form in which they are output through the use of the online application.
- The user is prohibited from using knowledge which he acquires through the use of the online application, e.g. functionalities, database structures, etc., for the development or the development of other identical or similar applications.
4 Start of Contract / Term
- The contract for the admission of the user to online applications of Salenture comes into effect when the user orders the use of the online application (usually by registering online in the respective online application) and Salenture provides the required user IDs (user IDs) and the passwords for access. As a rule, this process is carried out automatically.
- Modalities regarding duration, extension and ordinary termination are agreed with the user individually and separately depending on the online application or they are directly visible in the online application, for example by indicating a price plan and the possibility to subscribe to such a plan.
- The contractual relationship may be terminated without notice by either party if one party culpably breaches its obligations to such an extent that the other party cannot reasonably be expected to continue the contractual relationship.
- Possible errors or impairments of the online application or its access must be reported to Salenture immediately. Errors are events that affect an online application in such a way that it can no longer be used as intended.
- After proper notification of the fault, Salenture shall endeavour to rectify the fault within a period of 24 hours (fault rectification time). In individual cases, Salenture reserves the right to a reasonable extension of the fault rectification time. If the error cannot be rectified within a further period of grace of 24 hours set by the user, the user is entitled to extraordinary termination or damages in accordance with the provisions of this contract. Further rights are excluded.
- Service windows for the maintenance of the online application are set up by Salenture from Monday to Friday between 20:00 and 03:00 as well as on Saturdays and Sundays (during 24 hours). During this time, access may be restricted.
- The user is responsible for the storage of his data generated in the online application. He/she acknowledges that the data of all users are backed up by Salenture but are not archived for individual recovery at the request of the user.
6 Requirements for Use and Obligations to Cooperate
- The use of an online application requires at least a state-of-the-art computer system with functioning Internet access and an up-to-date web browser. This system acts as a client (input and output station) for the online application, which the user can use through the system (server) of Salenture.
- In order to ensure the proper functioning of the online application, the following obligations to cooperate must be fulfilled:
- Unless otherwise specifically provided, access to the online application is only possible with a proper login with user ID and password. The user undertakes to keep this password secret with the usual security precautions and not to make it accessible to third parties.
- The user shall ensure that he/she accesses the online application with a current operating system and a current browser which are protected within the usual framework (e.g. with a current virus protection programme).
7 Usage fees
- The usage fee is determined as a time-defined usage period per online application, application module and user and includes, in addition to access to the online application, all services specified in the offer for the user.
- Unless otherwise stated, the usage fees are in each case exclusive of statutory value added tax, insofar as Salenture is legally obliged to levy such tax.
- Salenture reserves the right to increase the agreed user fees (tariffs) in accordance with cost increases that have occurred, in particular due to tariff agreements, general price increases or tax changes. The user will be informed of this in good time.
- In the event of a change in the tariffs to the detriment of the user, the user may terminate the contractual relationship at the time the change takes effect, insofar as the tariff and the scope of services covered by it are no longer in an adequate relationship to each other.
8 Invoicing and payment
- Unless otherwise agreed, Salenture shall invoice the services used in each case before the start of the service provision. Salenture reserves the right to make access to ordered online applications available only after receipt of payment.
- Unless otherwise agreed, invoices are due at the end of the month of delivery if the delivery has taken place at least 10 days before the end of the month, otherwise at the end of the month of the following month and in each case without deduction.
- The invoice shall be deemed to have been approved by the user if the user has not objected in writing to the invoice amount within one week of receipt of the invoice.
- Salenture reserves the right to invoice the user for all unbilled fees incurred during the term of the contract even after receipt of the final invoice.
- If the user is in default of payment, Salenture is entitled to charge the user reminder costs of CHF 25.00 per reminder sent by post and to charge interest on arrears of 5% per annum. Salenture reserves the right to prove higher damages.
- If the user authorises a third party to receive the invoice, this third party is entitled during and also after the expiry of the contract period to make declarations of intent regarding the invoice to Salenture with direct effect for and against the user and to receive them from Salenture.
Instead of invoicing with a payment deadline, but also in a complementary manner, the use of the online applications may also provide for advance, immediate payment by credit card or other online payment methods.
9 Offsetting/right of retention/blocking
- The user may only offset against claims of Salenture if the user's claim for offsetting has been legally established or is undisputed.
- If there are other contractual relationships between the parties, claims from these cannot be offset against claims from this contract.
- Salenture reserves the right to block the access of the user or his users to the online application for the following reasons:
- If the user has given cause for termination of this contractual relationship without notice.
- If Salenture becomes aware that the user uses illegal content via the online applications or feeds it into them or commits breaches of the law or other regulations when using the content. This shall apply in particular if the user demonstrably violates the obligation arising from the clauses set out below under § 10 clauses 4 and 5.
10 Obligations and liability of the user/ contractual penalty
- The user must inform Salenture immediately in writing and truthfully of any change in his name, company, place of business, account and similar circumstances essential to the contractual relationship or, if provided for, update them directly in the online applications.
- The user and its users are aware that they must keep their personal user ID and password secret and that this information may not be made accessible to third parties. Salenture expressly draws attention to the fact that the user is obliged to pay all fees incurred through the access of his users - also through the use of a third party - insofar as the user or his users enable or are responsible for this use. Users of the user must be made aware of the chargeability of the online application as well as the further contractual agreements.
- The user undertakes to regularly check the access to his mailbox (e-mail) disclosed to Salenture. The user must thus ensure receipt of all messages from Salenture. Messages are deemed to have been delivered when they are received and thus become available at the address of the mailbox. The time at which the user actually retrieves the message is irrelevant.
- The user agrees that he/she may use all content made available to him/her via the online application of Salenture exclusively for his/her personal use or as intended. The user must refrain from abusive use and unlawful acts. An access authorisation may only be used by the user designated for it; multiple use of an access account by several users, even separated in time, is strictly prohibited.
- The user warrants that he/she will not use any equipment, software or other data or use them in any other way that could lead to changes in the physical or logical structure of the network, the software or the operating system and/or could impair the availability of the online application. The user shall also refrain from any attempts to gain unauthorised access to third party data.
- The user is responsible and liable for his unlawful content towards the claiming third party.
- The user undertakes to fully indemnify Salenture from any claims or demands of third parties which are asserted against Salenture due to the unlawful use by the user and to reimburse Salenture for all costs of legal defence as well as any damages to be paid, irrespective of the legal grounds.
- The user undertakes to immediately notify Salenture of any defects or damage that could disrupt the security or operation of the service. Within the bounds of what is reasonable, the user shall take all measures that enable the defects or damages and their causes to be determined or facilitate and accelerate their elimination.
- In the event of a breach of these obligations, Salenture shall be entitled to terminate the contractual relationship immediately and may claim the resulting damages from the user.
11 Suspension of access
- Salenture reserves the right to temporarily, partially or completely suspend access to its online applications for the user for the following reasons:
- If the user culpably violates essential regulations despite a warning.
- If the user, through a culpable act or omission, impairs the quality of the online service or disrupts the function of the online service, so that Salenture would alternatively also be entitled to extraordinary termination.
- If the network or server failure is due to force majeure.
- If the use of the online application deviates significantly from the normal use by other users.
- If the user uses a free offer and refuses to switch to a chargeable offer at Salenture's request.
- In all of the aforementioned cases, the user cannot assert any claims for damages against Salenture.
- Salenture also reserves the right to discontinue the online services if technical changes to the networks are necessary. Claims for damages by the user are then excluded to the extent that the temporary impediment to the provision of services is reasonable for the user.
12. discontinuation of an online application
- Salenture is free to discontinue online applications at any time without justification with a notice period of 30 days to the end of the month, in particular if an economic or secure operation of Salenture can no longer be guaranteed. In such a case, the user will be reimbursed for any fees paid for a longer period. Any further claims or compensation are excluded in any case.
- In such a case, the user will be informed in due time at the email address stored in the application.
13 Ordinary termination
- After the minimum term, if such a term has been agreed, the contract may, unless otherwise agreed, be terminated by either party in writing with 30 days' notice to the end of a period of use. If, at the time of termination of the contract by the client, the minimum contract period has not yet expired, the client shall owe Salenture the outstanding fees as well as compensation for all additional costs. A refund pro rata temporis is excluded.
- If provided for in the respective online application, the termination can also be made directly in the online application via a function contained therein within the deadlines listed therein.
14 Extraordinary termination or suspension by Salenture / compensation for damages
Salenture is in particular entitled to terminate or suspend the contract without notice if:
- a breach of contract as referred to in § 10 has occurred.
- the credit unworthiness of the user is established (e.g. insolvency proceedings, compulsory enforcement measures, etc.).
- there is a delay in payment and the account is not settled within 5 days despite a reminder sent to the user's e-mail or postal address.
- in the case of applications with credit card or other online payment methods, the user fails to renew and pay for the subscription in good time.
- The user is liable for all consequences and disadvantages incurred by Salenture and third parties due to the misuse or illegal use of the service or due to the fact that the user does not fulfil his other obligations.
15 Transfer of rights and obligations under this agreement
- Salenture is entitled to transfer the rights and obligations arising from this contract in whole or in part to another company.
- An assignment of claims on the part of the user requires the prior consent of Salenture.
- Statements in the descriptions of the online applications are not to be understood as guarantee promises unless they are expressly designated as guarantees.
- The user of the online application is advised that it is technically impossible to create online applications absolutely error-free and to operate them without interruptions. Salenture therefore only guarantees the technical usability of the online application provided by it for the specified purpose.
- alenture does not guarantee that the online application made available by it corresponds to the specific operational features of the user, unless otherwise agreed in writing.
- Salenture does not assume any warranty for the computing times of the online application or its individual program parts, because the degree of use of the online environment is decisive for this.
- The user is obliged to notify Salenture in writing of any defects in the online application or the service immediately after the first occurrence of the defect. If the user fails to notify the defect, the service shall also be deemed to have been approved with regard to the defect.
- The user shall only be entitled to reduce the price or withdraw from the contract at his discretion if two attempts to remedy the defect have failed. In the event of unauthorised or improper interventions in the online application by the user or his users, any further warranty by Salenture shall lapse.
- Salenture's liability for damages due to any defects of the online application or the service is governed by the following provision § 17.
- The user bears the risk of the use of the Online with regard to the suitability of the application for his purposes and the creation of the work results.
- Salenture excludes liability for the services of third parties over whose services Salenture has no influence.
- Neither Salenture nor its suppliers shall be liable for any damages (including, without limitation, damages for loss of profits, business interruption, loss of business information or data or other pecuniary loss, procurement of substitute goods or services) arising out of the use of the Online or the inability to use the Application, even if Salenture has been advised of the possibility of such damages. In any case, liability shall be limited to the amount actually paid by the User for the period of use during which the damage occurred.
- The provisions of this clause shall also apply in favour of Salenture's employees and other vicarious agents.
- Despite security measures of the servers as well as the online applications Salenture does not assume any liability for abusive or illegal access or distribution of data of the user which are stored in online applications or servers of Salenture.
- Insofar as Salenture's online applications are made available to the User free of charge, any rights and obligations of Salenture vis-à-vis the User shall lapse, except for those which are mandatory by law.
18 Data protection
- The data protection provisions of the Salenture online applications are listed online at: www.salenture.com/privacy.
19 Final provisions
- Verbal subsidiary agreements shall be deemed not to have been made. Amendments and supplements to the contract must be made in writing. This also applies to the waiver of the written form.
- The invalidity of individual provisions of the contract shall not affect the validity of the remaining provisions and the validity of the contractual relationship. The invalid provision shall be replaced by the contracting parties with a valid provision that corresponds to the economic sense and purpose of the contract.
- This agreement and the entire legal relationship between the contracting parties shall be governed exclusively by Swiss law. Place of jurisdiction is Zurich, Switzerland.