These Terms and Conditions, together with an individual service contract (hereinafter the "Contract"), govern the conclusion, content, and provision of contracts for the provision of services, including business consulting (hereinafter the "Services"), by Anvalad (hereinafter the "Contractor") for the benefit of customers (hereinafter the "Customer").
If the contract and the general terms and conditions contain differing provisions, the provisions of the contract shall generally take precedence over those of the general terms and conditions. However, if the provisions of the contract are unclear or incomplete, the provisions of the terms and conditions shall apply.
The terms and conditions are deemed accepted by the client through the acceptance of the offer.
The applicability of any general terms and conditions of the client is hereby excluded.
Conclusion of contract
The contractor's offer is made free of charge, unless otherwise agreed.
The offer is binding during the period specified by the contractor. If the contractor does not specify a period, the contractor is bound by the offer for [1] month from the date of the offer.
The contract between the contractor and the client (hereinafter "contract") is concluded by written confirmation of the offer by the client.
Provision of services
Option 1: The contractor provides the services in its own premises with its own materials. Option 2: The client provides the contractor with the premises and equipment required for the provision of the services.
The contractor provides the services according to the schedule agreed with the client.
The contractor undertakes to perform the contractual services incumbent upon him with due care, utilizing the latest state of science and technology and with existing and acquired know-how during the term of this contract
The contractor regularly informs the client about the provision of services and immediately reports to them all circumstances that endanger the proper fulfillment of the contract.
The contractor employs carefully selected and well-qualified personnel to provide the services. The contractor bears overall responsibility for the provision of services.
The provision of services is regarded as self-employment under social security law. The contractor is responsible for accounting for social security contributions (AHV, IV, EO, ALV, etc.) for themselves and their employees. The client owes no social security contributions or other compensation to the contractor and their employees, particularly in the case of vacation, illness, accident, disability, or death.
Duties of Cooperation of the Client
The client provides the contractor with all support that is needed or reasonably required to perform the services.
The client provides the contractor with all documents, materials, hardware, data carriers, etc. that are necessary or useful for the provision of the services, regardless of whether these are specified in detail in the contract.
If the contractor is to perform its services on the client’s premises, the client shall provide the contractor with suitable rooms in a timely manner.
The client continuously reviews the work results and interim results delivered to him during the course of contract fulfillment. He carries out this review as quickly as possible within the normal course of business, but no later than 30 days after delivery. Any objections and defects are communicated by the client to the contractor in writing without delay.
Remuneration
The type of remuneration for the services is determined by the contract. If the parties have agreed on remuneration based on time spent, the contractor shall invoice the client monthly.
The contractor's remuneration is due within 30 days of the contractor's invoice being issued.
Confidentiality
The parties are obliged to treat all information obtained or to be obtained from the other party in connection with this agreement as confidential. Confidential information includes in particular: customer, business, software, and project data as well as all data related to the offer and/or the service provided. The confidentiality obligation exists already at the proposal stage and also after the termination of the contract.
Ownership, Proprietary, and Intellectual Property Rights
All rights to the results of the services, namely ownership rights, proprietary rights, intellectual property rights (in particular, but not limited to inventions, know-how, copyrights, and other intangible or industrial property rights, whether registered or not), including the right to apply for intellectual property rights as well as the right to modify and to transfer intellectual property rights to third parties, shall pass to the client without further cost.
Advertising and publications about the services provided to the client require the client's consent.
The client shall compensate the contractor for any additional costs arising from the changes.
Delay
The client is responsible for the timely payment of the remuneration within the payment period. In the event of late payment, the client owes a default interest of 5% as well as a reminder fee of CHF 20 per reminder. If the contractor has doubts regarding the contractual compliance with the payment terms or if the collection of claims becomes difficult, the contractor may also demand an advance payment or security.
In the event of a delay by the contractor, the client grants a reasonable grace period.
Warranty
The contractor guarantees faithful and careful performance of his services.
When employing staff, the contractor guarantees faithful and careful selection (professional and personal suitability) and instruction.
Liability
If the client suffers damage due to unfaithful or negligent performance of the services or due to unfaithful or negligent selection and instruction during the deployment of employees, the contractor is liable to the client for compensation. Liability for personal injury is unlimited. To the extent legally permissible, liability for property and financial damage is limited to a total of CHF 1 million per contract. Liability is excluded in all cases for loss of profit, to the extent legally permissible.
Contract Duration and Termination
The contract is concluded for an indefinite period.
Each party has the right to terminate the contract with 90 days' notice to the end of the month. Extraordinary termination for important reasons remains reserved.
Changes
The contractor reserves the right to adjust its services and the prices of its services at any time. The changes will be communicated to the client in an appropriate manner. If the contractor increases prices in such a way that they result in a higher total burden for the client or significantly changes a service obtained by the client to the detriment of the client, the client may terminate the affected service early as of the effective date of the change without financial consequences. If the client does not do this, they accept the changes. Price adjustments due to changes in tax rates (e.g., increase in value-added tax) do not count as price increases and do not entitle termination.
The contractor reserves the right to adjust the terms and conditions at any time. The contractor will inform the client of changes to the terms and conditions in an appropriate manner in advance. If the changes are disadvantageous to the client, they may terminate the contract prematurely without financial consequences up to the effective date of the change. If they fail to do so, they accept the changes.
Applicable Law
The contract is subject to Swiss law.
Final Provisions
This contract is governed by Swiss law, in particular the provisions of the Swiss Code of Obligations (OR).
The parties will endeavor to resolve any difficulties arising from the execution of this contract amicably.
Should certain points not be regulated or individual provisions of these terms and conditions be invalid, the contract shall remain in force. The unregulated or invalid points shall be replaced by an agreement that complies with the law and comes as close as possible to the intentions of both parties.
The place of jurisdiction is the business location of Anvalad.
For the use of the Anvaris platform and other SaaS
Scope of Application and Validity
The Provider, hereinafter referred to as Anvalad, provides the Customer, hereinafter referred to as the Customer, with a platform featuring multiple applications. The Customer shall notify Anvalad of the specific services selected and the contract term chosen.
The contract is concluded when the Customer logs in to the platform for the first time. Individual contracts that deviate from these Terms and Conditions must be concluded in writing. This also applies if the contract differs from these Terms and Conditions in only certain points.
If the contract is concluded for a fixed term and neither party takes the measures provided for in Section 14 to terminate the contract, the contract shall continue indefinitely.
An indefinite contract may be terminated with six months’ notice, effective at the end of a calendar year.
Amendments to These Terms and Conditions
Anvalad is entitled to amend or supplement these Terms and Conditions with reasonable notice, effective for the future. Amendments or supplements will be communicated to the customer in an appropriate manner.
If the customer does not agree with the amendment or addition, the customer is required to object in writing within four weeks of receiving the notice. If the customer does not object to the amended terms within the specified time, they will be incorporated as announced. Anvalad will indicate this in the notice.
If the changes or additions are essential for Anvalad for compelling legal reasons, the obligation to provide notice and the customer’s right to object shall not apply. Changes and additions made on the basis of such compelling legal reasons shall not give rise to any claims for damages against Anvalad.
Terms of Payment
The offer selected by the customer and the price current at the time the contract is concluded shall be decisive for invoicing.
The agreed price is fixed for the contract term selected by the customer upon conclusion of the contract.
The customer shall make payments by bank transfer to the account specified on the invoice. Bank charges shall be borne by the customer.
Invoices are issued in advance for a period of 1 month.
If a fixed-term contract is converted into an indefinite-term contract upon expiration of the contract term, or if a new contract is entered into, Anvalad is entitled to charge the price for the relevant service that is in effect at the start of the extended contract term. If the price increase for an extended contract term exceeds 5% compared to the last invoiced price, the customer may terminate the contractual relationship in writing within 14 days of the start of the extended contract term, effective at the end of the current month, based on the increased pricing terms. For the notice period, the price applicable prior to termination will be charged.
If a customer is in default of payment, Anvalad will first send a reminder via email. If the customer does not pay within ten days, Anvalad reserves the right to suspend access until payment is received. If this takes longer than an additional thirty days, Anvalad will terminate the contract without notice.
In the event of late payment, Anvalad is entitled to charge interest at a rate of 9% per annum in accordance with Art. 104 et seq. of the Swiss Code of Obligations (CO). In the event of late payment or other justified doubts regarding the end customer’s solvency or creditworthiness, Anvalad may require collateral and advance payments for outstanding services. Anvalad reserves the right to assert further rights and claims, e.g., for damages.
If Anvalad discontinues a service, it agrees to refund any prepaid amounts on a pro rata basis.
Fees for specific paid services will be charged before such services are used for the first time.
Payments shall be made in Swiss francs.
Warranty
Anvalad aims to provide its services, as far as possible, seven days a week and 24 hours a day, free of disruptions and without interruptions.
Anvalad undertakes to maintain the security of its own systems and to keep them up to date with the latest technology.
Anvalad undertakes to perform maintenance work, service upgrades, and the introduction of new hardware and software outside of normal business hours whenever possible. Anvalad will inform customers as soon as possible of any foreseeable service interruptions.
In the event of unforeseeable service interruptions, Anvalad will inform its customers as soon as possible. It undertakes to resolve the disruption as soon as possible within the limits of its capabilities.
Liability Provisions
Anvalad undertakes to ensure state-of-the-art security in systems, programs, etc., that belong to it and over which it has control.
Anvalad limits its liability to damages resulting from intentional breaches of contract or gross or ordinary negligence on the part of the contractor or its employees. Should such damages occur, customers must notify Anvalad of any defects or malfunctions without delay.
Customers are aware that errors can occur even with careful software development and maintenance, so that the Contractor cannot guarantee the full achievement of all intended objectives.
Exemption from Obligation to Perform
Anvalad is not liable for defects and malfunctions for which it is not responsible, in particular for security breaches and operational failures of third-party companies with which it collaborates or on which it depends.
Excluded from the warranty are defects and malfunctions for which the Provider is not responsible, such as natural wear and tear, force majeure, improper handling, excessive strain, unsuitable operating materials, or extreme environmental influences, interventions by the Customer, or disruptions caused by third parties, e.g., viruses or worms, that occur despite the necessary up-to-date security measures.
Circumstances and events that cannot be prevented despite the exercise of due diligence in the conduct of business (“force majeure events”) shall result in the suspension of the parties’ contractual obligations for the duration of the disruption and to the extent of its impact. If, in cases of force majeure, the restrictions exceed a period of one week, the contracting parties shall have the right to terminate the contract with immediate effect with respect to the affected Anvalad Service. Further claims are excluded.
The Provider expressly disclaims liability for any negative effects that other programs on the Customer’s computers may have on the use of the Anvalad Services.
Anvalad assumes no liability for damages incurred by the Customer due to the content of the data stored by the Customer on the Anvalad Services or the transmission of such information to the Internet or intranet.
Data Protection
When processing personal data via the Anvalad Services, the Customer shall comply with applicable data protection laws and regulations. The Customer is the data controller in this regard. To the extent that deviating or supplementary agreements regarding data protection are necessary, the Customer shall agree upon these with the respective data processor.
Anvalad informs Customers on its website about data protection and other risks, as well as security measures they must observe.
Anvalad assumes no liability whatsoever if a customer violates its data protection and confidentiality obligations toward third parties or third-party companies within the scope of Anvalad Services. Outsourcing data and processes does not relieve customers of their own responsibility.
Right to Audit
Anvalad has the right, following reasonable notice during the customer’s normal business hours, to verify compliance with the contractual provisions at the end customer’s premises. Anvalad may also engage a third party as an auditor to conduct such an audit. A prerequisite for an audit by a third party is that the third party commits to confidentiality to an appropriate extent vis-à-vis the end customer or is legally bound by professional secrecy.
Confidentiality
All contracting parties shall treat as confidential all information that is neither generally known nor generally accessible, in particular information regarding know-how and program design. In case of doubt, information shall be treated as confidential.
The duty of confidentiality under Section 6.1 exists even before the conclusion of the contract and continues beyond the termination of the contract, provided that the relevant data was not already publicly known.
Anvalad agrees to provide encryption systems for the data stored on the Anvalad Services.
Customers may irrevocably delete the data stored on the Anvalad Services at any time. Anvalad assumes no responsibility for backing up the deleted data.
The contracting parties shall require their employees (including temporary employees and interns) and, where applicable, any subcontractors engaged in the performance of the contract to maintain confidentiality to the extent specified herein, and shall provide the other contracting party with corresponding declarations of commitment upon request. The confidentiality obligation shall continue indefinitely even after the termination of the contract.
In the event of a breach of the confidentiality obligation, the other party may claim damages as well as a contractual penalty of up to CHF 50,000. This contractual penalty in no way releases the parties from the obligations set forth in these General Terms and Conditions.
Relationship with Third Parties
Anvalad undertakes to fulfill its rights and obligations under this contract entirely on its own and not to transfer them to third parties.
If it is necessary to have certain services performed by third parties, the customer’s written consent is required, and the customer must be fully informed in advance of the identity of the third-party company. In such cases, third-party companies will be selected in such a way that they are subject to the data protection laws of Switzerland or the EU. To this end, Anvalad undertakes to enter into a confidentiality agreement with the third-party company that is as strict as the confidentiality obligations set forth in Section 9 of these Terms and Conditions.
Customers are generally prohibited from subleasing any services obtained from Anvalad to third parties.
Support
Anvalad provides support to customers regarding technical questions, installation, and application issues after the paid account has been opened.
The resolution of malfunctions for which Anvalad is responsible, as well as the related consultation, is free of charge for customers.
Information on how to proceed in the event of malfunctions can be found on the Anvalad website. Upon request, special escalation agreements may be made with customers.
For services and consultations not specified in the contract, an hourly rate of CHF 180 will be charged. Customers may also use the telephone hotline. This costs CHF 3 per minute after being connected to an advisor.
Customer Obligations
Customers shall procure at their own expense the equipment they require to access the cloud (hardware, software). Anvalad’s employees will be happy to provide information regarding the necessary installations.
The customer is obligated to provide the data necessary for contract execution and service delivery completely and accurately and to notify Anvalad of any changes immediately. This applies in particular to address information, bank details, and the email address. Customers must notify Anvalad of any address changes and other necessary information immediately.
Customers must secure their own systems in such a way that they do not pose a risk to others and do not compromise the security, integrity, or availability of the infrastructure that Anvalad uses for its services. Anvalad may suspend services in whole or in part if the customer’s systems compromise the security, integrity, or availability of the infrastructure. In this case, the customer will receive a warning.
It is generally the customer’s responsibility to create backup copies of their data.
The customer is responsible for ensuring that the address designations they choose, such as domain names and email addresses, do not infringe upon the rights of third parties.
Customers agree to change their passwords regularly. They shall manage passwords and other access data carefully and keep them confidential.
Customers are required to notify Anvalad immediately upon becoming aware that an unauthorized third party has obtained their password. Upon receiving such notification, Anvalad undertakes to immediately block access to the customer’s data until new passwords and access codes have been set up.
If a customer fails to inform Anvalad of the misuse of their passwords, they shall be liable to pay for the services obtained without authorization in accordance with the contract. It is therefore in the customer’s interest to keep their access data under careful control.
The customer shall refrain from disseminating information and material with illegal content. The customer shall not use Anvalad’s services in an illegal manner. In particular, but not exclusively, the following is prohibited:
Information that infringes copyrights, related rights, or other intellectual property rights of third parties
Using Anvalad Services to harm or harass third parties, in particular unauthorized intrusion into third-party systems (hacking), the distribution of viruses of any kind, or the unsolicited sending of emails (spamming, junk mail, and the like)
It is prohibited to scan networks for open ports (access points) on third-party computer systems.
to configure server services (such as proxy, news, mail, and web server services) in a way that causes unintended data replication (duplicates, mail relaying)
to forge mail and news headers as well as IP addresses
Customers are solely responsible for the data and information processed in the Anvalad Services. Such data and information must not violate Swiss legal regulations. Where necessary, international law and, in any case, netiquette must also be observed.
Anvalad assumes no liability for damages arising from customers’ failure to fulfill the obligations set forth in Sections 9.1 through 9.9. Conversely, customers are liable to Anvalad for all damages resulting from a breach of their contractual obligations under Sections 9.1 through 9.9 and from unlawful acts.
Anvalad is entitled to immediately block access to the Anvalad Services in the following cases:
if a customer jeopardizes the security of the Anvalad Services through improper or criminal activities
if a customer accesses other users’ data without authorization
if Anvalad becomes aware that a customer is storing criminal content in the Anvalad Services
In the event of criminal acts, Anvalad is entitled to notify the police
Copyright
Anvalad retains the copyright and exploitation rights to the software it has developed itself. This includes the entire Anvaris platform.
Termination of the Contract
An open-ended contract may be terminated in writing by either party up to 6 months prior to its expiration at the end of each calendar year.
If a fixed-term contract is not terminated before its expiration, it automatically renews for the agreed-upon period and may again be terminated in accordance with the agreed-upon notice periods.
Should Anvalad discontinue a service, it undertakes to notify the customer as early as possible. In such cases, the customer has the right to immediately terminate the contract regarding that service.
It is in the customers’ interest to back up their data at the latest before terminating the contract so that they can freely dispose of it. After the contract is terminated, Anvalad is no longer responsible for the data of the customers concerned.
Anvalad is not obligated to transfer customers’ data to other Anvalad services upon termination of the contract. If the customer requests this, a separate agreement must be concluded.
Final Provisions
This contract is governed by Swiss law, specifically the provisions of the Swiss Code of Obligations (OR).
The parties shall endeavor to resolve any difficulties arising from the performance of this contract amicably.
Should certain points not be regulated or individual provisions of these Terms and Conditions be invalid, the contract shall nevertheless remain in force. The unregulated or invalid points shall be replaced by an agreement that complies with the law and comes as close as possible to the intent of both parties.
The place of jurisdiction is the registered office of Anvalad.
