General terms and conditions digitalisation and automation for SME

General terms and conditions

exego subscription

Version 2-23.05

Cancels and replaces previous versions as of 1 May 2023

Definitions

For the purposes of this Agreement, the following terms shall have the meaning expressed next to each one. The following definitions are in addition to any definitions in other clauses of this Agreement.

Client: the party subscribing to the Web Service.
Supplier: the Provider party of the Web Service.
Web Service: a service usable via web of which the Supplier is the owner and allows its use.
Website: reference site for the purchase of the Web Service.
Users: the parties that use the Service purchased by the Client.
Parties: Client and Supplier after signing this offer for acceptance.

Subject Matter of the Agreement

The subject matter of this Agreement is the Web Service called “exego” (hereinafter, Web Service or Service) allowing the digital management of processes and, therefore, the storage, forwarding, sending and consultation of information and/or documentation in order to simplify user operations directly via the web, including the possibility to download/print the stored document. The functions of the Service are better described on the Website www.exego.ch (hereinafter, Website). The Client is responsible for the choice of Service and its compatibility with their specific needs.

The Supplier reserves the right to implement access restrictions on the Web Service in the event of misuse with respect to what is permitted.

Unauthorised use of websites and/or applications associated with the Web Service, including hacking, is strictly prohibited under all circumstances.

Stipulation and validity of agreement

The Agreement shall remain in force for the duration specified by the Client upon subscription to the Web Service. Upon expiry, the Web Service shall terminate without anything being due to the Parties. The Web Service must be used according to the terms set out in this Agreement. In particular, it allows the Client to use the Web Service in a ready-to-run form. The Client may not grant or assign the Service in any way to third parties (person, company or entity). Upon expiry of the Web Service (termination of credits), whether the free or subsequent paid version, the Supplier undertakes to deactivate all data entered in the Web Service after

180 days and, unless otherwise renewed, 200 days after the expiry of this Agreement the data shall be permanently deleted, unless otherwise specified in the specific terms of service.

In the event of non-use of the Web Service, profiling and/or access to the platform, the Supplier undertakes to permanently delete the data entered in the Web Service after 360 days.

If the Client wishes, the entered data can be autonomously stored within the above-mentioned time frame. Upon expiry, the Supplier shall see to the mass deletion of all data entered by the Client in the platform.

Demo

The demo period is valid for 30 days starting from the activation of the Web Service defined by the Client and is free of charge, including 20 documents. Upon expiry, unless a new supply is purchased, the Supplier undertakes to permanently delete the data entered in the Web Service 40 days after activation of the demo.

Termination

It is acknowledged that the Client has the right to terminate the engagement at any time, without anything being due by either Party.

In the event this Agreement is terminated, the Client and its Users may no longer use the Web Service, which shall be blocked and rendered inaccessible by the Supplier.

Continuity of Service

Although the Supplier endeavours to provide 24-hour (24/7) availability of the Web Service, the Parties acknowledge that, in the event of force majeure or under exceptional circumstances, the Service may be temporarily unavailable without any liability being incurred on the part of the Supplier. Access to this Service may be temporarily suspended even without prior notice. The Supplier is granted the right to implement access restrictions on the Web Service in the event of non-renewal by the Client.

Intellectual property

The Software, websites and applications comprising the Web Service, along with the supporting materials covered by this Agreement, are protected by copyright laws as intellectual works, as well as by industrial and trade secret, trademark and unfair competition laws. It is understood that the Supplier shall retain all intellectual property rights associated with new releases of the Service, which may be delivered to the Client as a result of maintenance or expansion works subject to separate agreements. The provisions set out in this Agreement shall apply to such releases.

Excluded activities

This Agreement does not entitle the Client to obtain any modification, development, customisation or implementation of the Web Service, beyond what is explicitly outlined in the functions of the Service itself as described on the relevant Website. This Agreement does not entitle the Client to receive any subsequent expansions developed by the Supplier and made available after the subscription to the Web Service, which may include improvements and modifications to such Service.

Fees

The fees are indicated on the Website in the section dedicated to pricing, which contains all information on the available plans.

The provision of the Web Service shall commence upon the first payment or subscription to the trial period, regardless of the day of the month on which it occurs.

The service period shall coincide with the duration chosen by the Client at the time of subscription for the acquisition of the service plans (e.g., 80, 200, 500 documents managed, or free for 20 documents during the demo period).

Upon expiry and in the absence of renewal or the purchase of new plans by the Client, the Service shall lapse with no obligation on the part of the Client for future renewals.

Payment must be made directly through the reference Website via Paypal.

Invoices shall be issued by the Supplier after each payment made by the Client.

Guarantees and Liability

The Supplier expressly warrants that the Web Service is capable of performing the operations outlined and described on the Website. The Client affirms that the Web Service is suitable to meet their needs.

The Parties also mutually acknowledge that, according to the current state of technology, it is not possible to guarantee the development of a Web Service entirely free from defects.

The Supplier undertakes to make reasonable efforts to eliminate any faults or defects in the Web Service reported in writing by the Client during the subscription period or from the commencement date thereof, except in cases where such defects and/or faults are not attributable to the Supplier’s activities.

In no event shall the Supplier be held liable for any direct or indirect damage incurred by the Client or third parties arising from use or non-use of the Web Service.

In any event, the liability of the Supplier shall be limited to the payment received under this Agreement.

Confidentiality

The Client agrees, on its behalf and on behalf of its personnel, to maintain confidentiality regarding information pertaining to the Web Service, and to take all necessary measures to prevent third parties from acquiring or utilising the Web Service, except for Users acknowledged by the Client.

Privacy

The provisions outlined in the “Data Protection” section, which adhere to the stringent standards of Swiss Data Protection Legislation (LPD) and the General Data Protection Regulation (GDPR), are applicable.

Each Party undertakes to process the personal data supplied by the other, acquired during the performance of this Agreement, in compliance with the legal provisions governing the protection of personal data.

To ensure the protection of processed data and in compliance with the prevailing privacy regulations, access to the Web Service shall be exclusively granted by means of authentication with confidential credentials.

The data are stored on servers provided by a third-party partner (Hosttech GmbH, located in Richterswil, CHE-114.992.562) headquartered in Switzerland. The Supplier reserves the right to utilise the data provided by the Client at the time of subscription for the purpose of sending promotional and/or commercial communications in the form of newsletters, text messages, phone calls and emails. The Supplier does not provide for the transfer or disclosure of the Client’s personal data to third parties for statistical or marketing purposes. Should data and information be requested by judicial authorities, and only in cases provided by law, the Supplier undertakes to promptly and exclusively notify the Client by means of a registered letter at the address specified in this Agreement.

Insofar as the Data Controller of the data, information and company databases containing the personal data, the Client undertakes, in compliance with Swiss Data Protection Legislation (LPD) and the General Data Protection Regulation (GDPR), to formally designate the Supplier as an external Data Processor of the data necessary for the proper performance of this Agreement, and to issue the corresponding instructions. In any event, the Client shall indemnify the Supplier against any charges and/or expenses incurred due to breaches not directly attributable to non-compliance with the Client’s instructions.

The Client affirms and guarantees to have implemented all necessary and appropriate security measures to ensure the protection of the information system covered by this offer (if not managed by the Supplier) against loss, damage, unauthorised access by third parties and the introduction of viruses. For the duration of this Agreement, the Client and Users are accountable for the documents transmitted, uploaded and stored on the platform, as well as for their lawful deletion. Users may request the correction of their personal data and the issuance of new credentials exclusively through the Client, who is responsible for such actions.

Tax liabilities

Each Party shall be responsible for any taxes or charges associated with this Agreement or the amounts due specified therein, in accordance with applicable tax laws.

Applicable law and jurisdiction

All legal relationships between Users of the site and CHC Business Solutions AG are governed by Swiss substantive law within the limits provided by law. The Parties agree to submit to the exclusive jurisdiction of the court of Lugano; the Italian version shall prevail.

Final clauses

This Agreement constitutes the entirety of the rights and obligations for both the Client and the Supplier concerning the subject matter herein.

All prior written and/or verbal agreements between the Parties are hereby deemed null and void.

The failure of one Party to enforce the provisions of this Agreement in response to a violation by the other Party shall not be construed as a waiver of its rights herein.

Any modification to the terms and conditions of this Agreement shall be in writing, under penalty of nullity.

Last modified: 1 May 2023