SUBRIS GMBH - GENERAL TERMS AND CONDITIONS
for the provision of IT services
General terms and conditions, abbreviated AGB, are pre-formulated contractual clauses. The GTC set out the mutual rights and obligations of the contracting parties.
1. principles and scope of application
These General Terms and Conditions (GTC) apply to the contractual relationship between the customer and SUBRIS GmbH with regard to services and the products sold together with them.
Agreements deviating from these GTC, in particular general terms and conditions of the customer or third parties, shall only be recognized if SUBRIS GmbH expressly agrees in writing.
Should a provision of these GTC be or become invalid or unenforceable, this shall not affect the GTC as a whole. The invalid or unenforceable provision shall be replaced by a new clause that corresponds as closely as possible to the meaning and purpose of the GTC and the economic effect of the provision to be replaced.
2. offer and order placement
Offers from SUBRIS GmbH shall include the final description of the services and deliveries of SUBRIS GmbH. Draft contracts with the same characteristics as offers shall also be considered offers.
Offers are valid for thirty days unless otherwise stated. Excluded are products that are no longer available or are affected by price changes on the part of the supplier.
All offers from SUBRIS GmbH are to be treated confidentially in all cases and may not be passed on to third parties without their written consent.
The customer places the order in writing with reference to the corresponding offer.
3. cancellations
If an order is canceled by the customer, SUBRIS GmbH reserves the right to claim lost profits. In any case, the costs already incurred and price increases due to order reduction shall be borne by the Customer.
4. change management
The customer may place additional orders or order extensions in writing at any time.
As part of a change management procedure, the parties may change the commercial conditions such as the scope of services, deadlines and costs at any time. Such changes must be made in writing and must be accepted by both parties.
5. services at cost
Services and deliveries that are not based on an offer are understood to be services at cost.
The services are invoiced to the customer on a monthly basis. Unless otherwise agreed, the billing rates published on the subris.net website shall apply.
6. data and system security
The Customer shall be fully responsible for its data and system backups. The Customer shall be obliged to carry out the necessary backups before SUBRIS GmbH makes any changes to the hardware or software. At no time can SUBRIS GmbH be held liable for any loss of data or damage caused by the complete or partial failure of one or more systems. Any loss of profit cannot be claimed either.
7. dates
Binding deadlines must be mutually agreed in writing. The other party must be notified in good time of any changes to deadlines.
If deadlines cannot be met due to missing documentation or information on the part of the customer, SUBRIS GmbH shall not be liable for any resulting damages.
8. acceptance, warranty and notice of defects
Project-related orders must be accepted in writing by the customer. If the customer fails to accept the delivery items, they shall be deemed to be free of defects and accepted ten days after receipt of the final invoice.
The guarantee and warranty provided by the manufacturer shall apply to deliveries of products.
Defects or non-compliance with SLA agreements must be reported by the Customer to SUBRIS GmbH in writing within ten days of becoming aware of them.
9. force majeure
The service availability and intervention times stipulated in the contracts and the agreed deadlines shall not apply in the event of force majeure.
Cases of force majeure are all events that are beyond the reasonable control of the parties and are unforeseeable, in particular warlike or terrorist events, infectious diseases with significant effects and/or significant risk of infection (regardless of whether they are already classified as epidemics or not), natural disasters, explosions, industrial accidents that are hazardous to health, political or social unrest or official orders and recommendations.
10. liability
The liability of SUBRIS GmbH is limited to the statutory liability for damages caused by intentional and grossly negligent acts of its employees, legal representatives and vicarious agents.
SUBRIS GmbH shall only be liable for direct damages. Liability shall be limited to the amount of the price of the respective service. Any further liability is excluded.
11. prices
Unless otherwise stated, prices are quoted in CHF net excluding VAT. VAT
12. terms of payment
Services described in SLAs are invoiced monthly in advance. In the case of orders on a time and material basis, the actual services are invoiced monthly. Project orders are invoiced upon completion of the milestones, whereby advance payments may be requested for larger deliveries.
The payment period is fourteen days net from the date of invoice, unless otherwise agreed in writing.
13. secrecy
SUBRIS GmbH and the Customer shall mutually undertake to maintain confidentiality with regard to all perceptions and documents that belong to the business sphere of confidentiality. This obligation shall not apply to information that is demonstrably public knowledge or becomes public knowledge without any action on the part of the recipient of the information. The obligation to maintain confidentiality shall continue to apply after termination of the contractual relationship.
14 Applicable law and place of jurisdiction
Swiss substantive law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Affoltern am Albis.
15. validity
The General Terms and Conditions are generally valid from October 1, 2017.
EMS TERMS OF USE
Terms of use / SLA for the ems system from the cloud or on-premise
1. principles and scope of application
These Terms of Use / SLA shall apply to the contractual relationship between the Customer and SUBRIS GmbH in relation to the use of the ems system from the cloud or on the Customer’s system (OnPremise).
Should any provision of these Terms of Use / SLA be or become invalid or unenforceable, this shall not affect the Terms of Use / SLA as a whole.
The GTC, as published on the SUBRIS GmbH website, shall also form an integral part of the contract.
2. general conditions
SUBRIS GmbH provides the customer with an ems system consisting of a database and web pages. Access is via the Internet and is encrypted (SSL); alternatively, the customer can also operate the system on their own premises.
The customer is responsible for the infrastructure on the customer side (Internet access, web browser).
3. ordering process
All orders must be placed via the ordering system on the subris.net website or can be communicated by email. Upon completion of the order, the order is considered binding and placed.
SUBRIS GmbH reserves the right to carry out credit checks on customers. If a business relationship is rejected by SUBRIS GmbH, this shall be communicated to the customer in writing.
Within a period of 5 working days, the customer will be informed in writing (e-mail) what his access data is or whether a business relationship has been rejected.
The customer can order additional modules and services at any time by changing the number of licenses in the corresponding system. For the return of modules and services, the provisions under the heading Termination apply.
4. termination
The contract for the purchase of the ems system can be concluded for a limited or unlimited period. Unless specifically stated by the customer, the contract is concluded for an indefinite period.
All contracts can be terminated at any time by either party. Notice of termination must be given in writing 30 days in advance; the last day of the month shall be deemed the termination date. Payments already made will not be refunded. The data in the system on the SUBRIS GmbH cloud will be stored for a further 30 days, after which the data
will be irrevocably deleted.
5. prices and conditions
The prices currently valid at the time of the order and published on the subris.net website are binding for the customer.
SUBRIS GmbH may change prices; the customer shall be notified in writing 30 days in advance. Changed prices shall be applied with the next invoice.
6. invoicing
The costs for the corresponding modules are due in advance and are invoiced for 3 months at a time. Different billing cycles can be agreed.
Full monthly fees will be invoiced in each case. At the start of the subscription, the current month will also be invoiced in full.
7. service availability
The service is generally available 24/7.
Scheduled maintenance work is carried out between 22:00 and 4:00 a.m. without prior notice. Urgent or safety-related maintenance work will be notified to the customer in writing and can be carried out at any time. be carried out at any time.
SUBRIS GmbH has no influence on malfunctions or unplanned interruptions and therefore cannot guarantee 100% availability of the systems.
8. use of the system
Use of the system is web-based. SUBRIS GmbH shall define which browsers and versions are compatible with the system. By using the system, the Customer accepts these Terms of Use.
The customer must use the system for the intended purpose. Any other use, in particular for illegal purposes, shall result in the immediate blocking of the system. SUBRIS rejects all liability claims against the Customer as well as third parties.
9. support services
No support is included in the subscription prices. The customer is therefore not entitled to support from SUBRIS GmbH, but still has the option of submitting support requests in writing.
Support requests that are not due to a technical error in the ems system will be charged to the customer. Customization orders on the system at the customer’s request are always invoiced to the customer.
On request, the customer can conclude a support contract that guarantees support availability.
10. data security and backup (concerns cloud)
All servers for the ems system are operated in Switzerland (excluding the update server). The Swiss Federal Act on Data Protection (FADP) therefore applies to data protection.
SUBRIS GmbH creates continuous backups of the data in the event of a disaster. The maximum data loss can be a maximum of one day (night backup). Liability towards the customer is excluded.
The customer has no right to access or restore the stored data. If data has to be restored on behalf of the customer, this will be subject to a charge for the customer.
Any liability for damage caused by third parties misusing the infrastructure or gaining unauthorized access is also excluded. This includes, but is not limited to, interference by computer viruses or DDoS attacks as well as changes made by hackers.
11. immediate termination of contract
Failure to comply with the Terms of Use / SLA and the General Terms and Conditions shall result in immediate termination of the contract and blocking of the systems for the customer. Subscription fees already paid shall not be refunded.
In the event of late payment, SUBRIS GmbH reserves the right to block access to the systems. If no payment is made by the Customer even after a written reminder, this shall result in immediate termination of the contract.
12th validity
The Terms of Use / SLA are valid from May 1, 2019 and replace all versions prior to this date. SUBRIS GmbH may amend the Terms of Use / SLA at any time.