Terms and Conditions
Last updated: April 2, 2024
1. Scope
1.1 Bont Software GmbH ('Bont') offers a sales data science and analytics software-as-a-service (SaaS) ('Software') for companies and related services ('Services').
1.2 These General Terms and Conditions ('GTC') govern the Software subscription and the provision of Services to Customers. Software and Services may be subject to additional offer documents (or similar) provided by Bont (together 'Contract'). Services may be subject to specific additional terms and conditions that apply to the Customer's contractual relationship and form part of the Contract.
1.3 Deviating terms and conditions of the customer shall not apply to the contract unless Bont expressly agrees to their application in text form.
2. Conclusion of contract, test period
2.1 The use of the software requires the creation of an account ('Account'). By setting up an account, the customer submits a binding offer to conclude a contract for the free use of the software for test purposes. Bont may accept this offer at its own discretion by sending a notification to the e-mail address provided with the access data for the account set up. By activating the account, Bont grants the customer the right to use the software free of charge for a period of 14 days for test purposes ('test period'). The customer is only entitled to one test period. Bont may extend the Test Period at its own discretion. At the end of the Test Period, the Customer's account will be limited to reduced functionality. No guarantee is made for continuation of account access or features.
2.2 After expiry of the trial period in accordance with section 2.1, the customer may conclude a fee-based contract with Bont for the use of the software. The customer may choose between the software plans.
2.3 The customer can conclude chargeable contracts by (a) selecting the software and services, adding the required contract information to their account and having this confirmed by Bont.
3. Scope of software and services
3.1 Bont shall provide the software and services during the term of the contract. The functional scope of the software and the description of the services will be made available to the customer on the hints website or by other means (e.g. by means of an individual offer) ('service description').
3.2 The customer may switch between the software plans offered. Bontshall invoice any additional amounts immediately or as agreed between the parties. Upgrades shall take effect from the date on which the customer makes or confirms the adjustment. For downgrades, the notice periods pursuant to clauses 7.2 and 7.3 apply accordingly. There is no entitlement to a (pro rata) refund.
3.3 Without limiting any other rights or remedies, Bont may temporarily suspend the Customer's access to any part of the Software and Services (without liability) if (a) Bont reasonably determines that (i) there is a threat or attack on the Software or any other event that may pose a risk to the Software, the Customer or a third party; (ii) the Customer's use of the Software interferes with or poses a security risk to the Software or any third party; or (b) Bont has notified the Customer that any amount owed by the Customer under the Contract is thirty (30) or more days overdue and the Customer has failed to make payment in full within five (5) days of receipt of such notice (collectively, 'Suspensions'). Bont will notify the Customer in advance (to the extent reasonably possible) of any Suspension and inform the Customer of the continuation of the Software and Services following a Suspension.
4. Availability
4.1 Bont shall make the software available with an annual average availability of 99%.
4.2 This excludes periods in which the server is unavailable due to other technical problems beyond the control of Bont(e.g. force majeure). Also excluded are planned maintenance work (e.g. software updates) that take place outside Monday to Friday between 9:00 a.m. and 6:00 p.m. BST/CEST/CET ('normal business hours').
4.3 In the case of error messages received outside support hours, troubleshooting will begin on the following working day.
4.4 Delays in troubleshooting for which the customer is responsible (e.g. due to the unavailability of a contact person on the customer side or late reporting of the fault) shall not be counted towards the troubleshooting time.
5. Obligations of the customer
5.1 The following obligations are primary obligations of the customer and not merely ancillary obligations or duties.
5.2 The customer is obliged to check the functionalities of the software during the test period in accordance with section 2.2 and to notify Bont in text form of possible defects and other deviations from the service description before concluding a fee-based contract for the use of the software.
5.3 The customer may not invoke defects and other deviations from the service description that were already known or present during the test period but were not reported prior to the conclusion of a fee-based contract for the use of the software.
5.4 The customer is solely responsible for the content and data processed in the software.
5.5 The customer is obliged to use the software only in accordance with the contract and within the framework of the applicable statutory provisions and not to infringe any third-party rights when using it. The customer shall inform Bont immediately in text form about (i) the misuse or suspicion of misuse of the software and services; (ii) a risk or suspicion of a risk to compliance with data protection or data security that occurs in the context of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Bont, e.g. through loss of access data or hacker attack.
5.6 The customer is obliged to guarantee the following technical requirements:
5.6.1 The connection to the Internet with sufficient bandwidth and latency is the responsibility of the customer.
5.6.2 For optimal use of the offers and functions of the software, the customer shall use the latest versions of the following browser types: Google Chrome, Microsoft Edge or Mozilla Firefox or another browser notified by Bont. Functional cookies are required for the usability of the software. If these are not permitted by the customer, Bont accepts no liability for any resulting restrictions.
5.6.3 The customer is responsible for taking state-of-the-art IT security measures to ensure that the use of the software in his/her own organization is subject to appropriate security standards.
5.6.4 The use of joint accounts, so-called shared accounts (e.g. sales@customer.co), is prohibited.
5.6.5 The customer is obliged to ensure that his/her users of the software do not pass on their access data.
5.6.6 The customer must ensure the security of the Internet connection used, in particular for the use of company-owned instead of public virtual private networks (VPN) and for the use of VPN connections in public networks.
5.7The customer is responsible for the technical setup and administration of the account. This applies irrespective of whether Bont supports the customer in any way in setting up the account.
6. Granting of rights
6.1 Bont grants the customer a non-exclusive, non-transferable and time-limited right to use the subscribed software for the agreed term.
6.2 The customer undertakes to use the software only in accordance with the contract and not to allow third parties to use it.
6.3 Insofar as the software plan provides for this, the customer's right of use shall also extend to companies that are part of the same group of companies as the customer within the meaning of Article 663e of the Swiss Code of Obligations
6.4 In order to further develop and improve the software, Bont may process non-personal or anonymized data.
6.5 For this purpose, Bont may anonymize the data stored in the software. The customer agrees that Bont holds all rights to such non-personal or anonymized data and may use it in any way for development, diagnostic, correction, security, marketing or other purposes.
7. Term and termination
7.1 The customer can choose between a monthly and an annual contract term. For services, the term of the software applies, unless expressly stated otherwise.
7.2 In the case of contracts with a monthly contract term, a minimum term of one month applies.
7.3 After expiry of the minimum term, the contract is automatically extended by one month at a time until one of the parties terminates the contract.
7.4 In the case of contracts with an annual contract term, a minimum term of one year applies.
7.5 After expiry of the minimum term, the contract is automatically extended by one year until one of the parties terminates the contract.
7.6 The right of both parties to terminate the contract for good cause remains unaffected.
8. Terms of payment
8.1 The Customer agrees to pay the fees for the Software and any applicable Services, and authorizes Bont to make direct debits from the credit card for these fees as they become due (in advance for the relevant term).
8.2 Electronic invoices will be sent to the Customer.
8.3 All amounts and charges are exclusive of taxes, duties, levies and other government charges (together 'Taxes').
8.4 The Customer shall be responsible for the payment of all taxes and any related interest and/or penalties resulting from payments made hereunder, except for taxes based on Bont's net income.
8.5 For Contracts with a monthly contract term, the billing period shall commence on the Contract Commencement Date or as otherwise agreed by the parties in text form and shall end at the end of one month.
8.6 In the case of contracts with an annual contract term, the billing period begins on the date on which the contract begins or as otherwise agreed between the parties in text form and ends at the end of one year.
9. Warranty, liability for defects
9.1 Clauses 9.2 to 9.8 shall only apply in the case of the provision of software/services by Bont for a fee.
9.2 Insofar as Bont provides software/services free of charge, Bont's liability for damages is limited to fraudulent intent.
9.3 Bont shall provide the software free of material defects and defects of title (e.g. infringement of third-party property rights) and shall maintain the software in a condition suitable for contractual use during the term of the contract.
9.4 Any defects or disruptions to system availability must be reported by the customer as soon as they become known, stating the circumstances of their occurrence. In the event of software malfunctions, the customer shall support Bont to a reasonable extent in troubleshooting and rectification.
9.5 Bont shall rectify the defect within a reasonable period of time. In the case of reports and disruptions to system availability that lead to a total failure of the software and that are received within the support times (published by Bont), Bont will endeavor to provide a response time of four hours from the start of the disruption. In the case of minor errors which do not lead to a total failure of the software and which occur during ongoing operation, Bont will endeavor to respond no later than three business days after receipt of the error message.
9.6 Bont is entitled to point out temporary workarounds and to eliminate the actual cause later by adapting the software, insofar as this is reasonable for the customer.
9.7 Strict liability for initial defects is excluded in accordance with Article 199 of the Swiss Code of Obligations.
9.8 Claims for defects shall become time-barred within 12 months. This shall not apply in the case of claims for damages for which Bont is compulsorily liable by law (see clause 10.1).
10. Limitation of liability
10.1 In the event of the provision of services against payment or free of charge, Bont shall be liable in accordance with the statutory provisions for damages arising from injury to life, limb or health and for other damages based on an intentional, grossly negligent or wilful breach of duty. In addition, Bont is liable in accordance with the statutory provisions to customers with a fee-based contract for the use of the software for damages that are covered by liability under mandatory statutory provisions, such as the assumption of guarantees ,fraudulent concealment of a defect or under the Product Liability Act in the case of services against payment. Guarantees by Bont are only given in writing and, in case of doubt, are only to be understood as such if they are designated as a ';'guarantee'.
10.2 In the event of slight negligence, Bont shall only be liable for damages caused by Bont in the case of paid services and which are based on such material breaches of duty which jeopardize the achievement of the purpose of the contract or on the breach of obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may rely (so-called breach of cardinal obligations). In tese cases, the liability of Bont is limited to the foreseeable damage typical of the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see section 10.2 sentence 1) is excluded, unless Bont is liable in accordance with the law (see section 10.1 sentence 2).
10.3 In the event that services are provided free of charge (e.g. as part of the test period), Bont shall only be liable for damages caused by intent or gross negligence and fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, limb or health, for which Bont is liable without limitation.
10.7 The limitations of liability in sections 10.1 to 10.3 also apply to claims against Bont's executives, employees, other vicarious agents or subcontractors.
11. Data protection and confidentiality
11.1 Bont acts as processor for the customer data stored and processed in the software and the customer is the controller of this data. In the event of a conflict, the separate order processing contract shall take precedence over these GTC.
11.2 'Confidential Information' means any information, whether in written or oral form, which (i) by its nature is confidential or must be kept secret or (ii) which the party to whom the information is disclosed must recognize as confidential and must be kept secret due to the particular circumstances.
11.3 Confidential information includes, in particular, product descriptions and specifications as well as prices. The parties undertake the following:
Not to disclose confidential information of the other party to third parties without express consent (at least in text form).
To use the confidential information only for contractually agreed purposes.
To take at least the same security measures that they take in relation to their own confidential information.
These precautions must be at least adequate to prevent disclosure to unauthorized third parties. In addition, both parties are obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives.
To inform each other in text form of any misuse of confidential information.
Confidential information is not information that:
Was known to the other party prior to transmission and without an existing confidentiality agreement,
Transmitted by a third party who is not subject to a similar confidentiality agreement,
Are otherwise publicly known,
Developed independently and without the use of confidential information,
Released for publication in text form, or
Must be transmitted due to a legally binding court or official order, provided that the person affected by the transmission is informed in good time in order to be able to take legal protection measures.
11.4 Neither party may obtain confidential information through reverse engineering. In this context, 'reverse engineering' means all actions, including observing, testing, examining and reassembling, with the aim of obtaining confidential information.
The restrictions contained in Clauses 11.2 to 11.4 shall apply until such time as the relevant Confidential Information ceases to be confidential or for a period of five years after termination of the Agreement, whichever is the earlier.
12. Reservations of amendment
12.1 Bont has the right to amend these GTC at any time or to amend provisions for the use of newly introduced additional services or functions of the software or services. The customer will be notified of amendments and additions to these GTC by e-mail to the e-mail address provided at least four weeks before the planned entry into force of the amendments. The customer shall be deemed to have consented to the amendment of the GTC if he/she does not object to the amendment in text form within a period of two weeks, beginning on the day following the announcement of the amendment. The announcement must refer to the change, the possibility of objection, the objection period, the text form requirement and the result of the objection.
12.2 Bonts reserves the right to change the software and/or services in order to offer different functionalities, unless the changes or deviations are unreasonable for the customer.
12.3 If the provision of a modified version of the software or a change to the functionality of the software is accompanied by significant changes to the customer's work processes supported by the software and/or restrictions in the usability of the previously generated data, Bont shall notify the customer of this in text form at least four weeks before the date on which such a change comes into effect. If the customer does not object to the change in text form within a period of two weeks after receipt of the notification of change, the change shall become part of the contract. The notification of change must refer to the change, the possibility of objection, the objection period, the text form requirement and the result of the objection.
12.4 Bont also reserves the right to amend the software and/or the services in order to offer different functionalities (i) insofar as this is necessary in order to bring the services offered by Bont into line with the (case) law applicable to these services, in particular if the legal situation changes; (ii) insofar as Bont complies with a court or official decision addressed to Bont; (iii) insofar as this is necessary to eliminate security gaps in the software; (iv) due to significant changes to the services or contractual conditions of third-party providers or subcontractors or (v) insofar as this is predominantly advantageous for the customer.
12.5 Bont is entitled to adjust its list prices annually by a reasonable amount to compensate for increases in personnel costs or other costs.
12.6 Bont shall inform the customer of these price adjustments and the date on which the price adjustment takes effect in text form. The price adjustments shall not apply to periods for which the customer has already paid. If the price increase is more than 5% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price due to a change in the scope of services or the number of employees to be managed shall not be deemed a price adjustment within the meaning of this clause.
12.7 If the customer objects to a change within the meaning of this clause 12 in accordance with the respective notification obligations, the proposed change shall not take effect and the contract shall continue under the previous conditions. In this case, Bont reserves the right to terminate the contract extraordinarily with one month's notice
12.8 With the exception of the amendments referred to in Clauses 12.1 to the parties must agree any amendment to the contract in text form.
13. Final provisions
13.1 Unless otherwise agreed, notifications and declarations under this contract must be made in writing, which also includes text form (e.g. email).
13.2 Amendments to the contract must be made in writing or text form. This also applies to the waiver of this formal requirement.
13.3 If any provision of the Contract is invalid, illegal or unenforceable, the other provisions of the Contract shall remain enforceable and the invalid or unenforceable provision shall be deemed to be modified so that it is valid and enforceable to the maximum extent permitted by law.
13.4 The contract between the parties shall be governed by Swiss law. The exclusive place of jurisdiction for all disputes arising from and/or in connection with the contract between Bont and the customer shall be Bern / Switzerland, to the extent permitted by law.
Last updated: April 2, 2024
1. Scope
1.1 Bont Software GmbH ('Bont') offers a sales data science and analytics software-as-a-service (SaaS) ('Software') for companies and related services ('Services').
1.2 These General Terms and Conditions ('GTC') govern the Software subscription and the provision of Services to Customers. Software and Services may be subject to additional offer documents (or similar) provided by Bont (together 'Contract'). Services may be subject to specific additional terms and conditions that apply to the Customer's contractual relationship and form part of the Contract.
1.3 Deviating terms and conditions of the customer shall not apply to the contract unless Bont expressly agrees to their application in text form.
2. Conclusion of contract, test period
2.1 The use of the software requires the creation of an account ('Account'). By setting up an account, the customer submits a binding offer to conclude a contract for the free use of the software for test purposes. Bont may accept this offer at its own discretion by sending a notification to the e-mail address provided with the access data for the account set up. By activating the account, Bont grants the customer the right to use the software free of charge for a period of 14 days for test purposes ('test period'). The customer is only entitled to one test period. Bont may extend the Test Period at its own discretion. At the end of the Test Period, the Customer's account will be limited to reduced functionality. No guarantee is made for continuation of account access or features.
2.2 After expiry of the trial period in accordance with section 2.1, the customer may conclude a fee-based contract with Bont for the use of the software. The customer may choose between the software plans.
2.3 The customer can conclude chargeable contracts by (a) selecting the software and services, adding the required contract information to their account and having this confirmed by Bont.
3. Scope of software and services
3.1 Bont shall provide the software and services during the term of the contract. The functional scope of the software and the description of the services will be made available to the customer on the hints website or by other means (e.g. by means of an individual offer) ('service description').
3.2 The customer may switch between the software plans offered. Bontshall invoice any additional amounts immediately or as agreed between the parties. Upgrades shall take effect from the date on which the customer makes or confirms the adjustment. For downgrades, the notice periods pursuant to clauses 7.2 and 7.3 apply accordingly. There is no entitlement to a (pro rata) refund.
3.3 Without limiting any other rights or remedies, Bont may temporarily suspend the Customer's access to any part of the Software and Services (without liability) if (a) Bont reasonably determines that (i) there is a threat or attack on the Software or any other event that may pose a risk to the Software, the Customer or a third party; (ii) the Customer's use of the Software interferes with or poses a security risk to the Software or any third party; or (b) Bont has notified the Customer that any amount owed by the Customer under the Contract is thirty (30) or more days overdue and the Customer has failed to make payment in full within five (5) days of receipt of such notice (collectively, 'Suspensions'). Bont will notify the Customer in advance (to the extent reasonably possible) of any Suspension and inform the Customer of the continuation of the Software and Services following a Suspension.
4. Availability
4.1 Bont shall make the software available with an annual average availability of 99%.
4.2 This excludes periods in which the server is unavailable due to other technical problems beyond the control of Bont(e.g. force majeure). Also excluded are planned maintenance work (e.g. software updates) that take place outside Monday to Friday between 9:00 a.m. and 6:00 p.m. BST/CEST/CET ('normal business hours').
4.3 In the case of error messages received outside support hours, troubleshooting will begin on the following working day.
4.4 Delays in troubleshooting for which the customer is responsible (e.g. due to the unavailability of a contact person on the customer side or late reporting of the fault) shall not be counted towards the troubleshooting time.
5. Obligations of the customer
5.1 The following obligations are primary obligations of the customer and not merely ancillary obligations or duties.
5.2 The customer is obliged to check the functionalities of the software during the test period in accordance with section 2.2 and to notify Bont in text form of possible defects and other deviations from the service description before concluding a fee-based contract for the use of the software.
5.3 The customer may not invoke defects and other deviations from the service description that were already known or present during the test period but were not reported prior to the conclusion of a fee-based contract for the use of the software.
5.4 The customer is solely responsible for the content and data processed in the software.
5.5 The customer is obliged to use the software only in accordance with the contract and within the framework of the applicable statutory provisions and not to infringe any third-party rights when using it. The customer shall inform Bont immediately in text form about (i) the misuse or suspicion of misuse of the software and services; (ii) a risk or suspicion of a risk to compliance with data protection or data security that occurs in the context of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Bont, e.g. through loss of access data or hacker attack.
5.6 The customer is obliged to guarantee the following technical requirements:
5.6.1 The connection to the Internet with sufficient bandwidth and latency is the responsibility of the customer.
5.6.2 For optimal use of the offers and functions of the software, the customer shall use the latest versions of the following browser types: Google Chrome, Microsoft Edge or Mozilla Firefox or another browser notified by Bont. Functional cookies are required for the usability of the software. If these are not permitted by the customer, Bont accepts no liability for any resulting restrictions.
5.6.3 The customer is responsible for taking state-of-the-art IT security measures to ensure that the use of the software in his/her own organization is subject to appropriate security standards.
5.6.4 The use of joint accounts, so-called shared accounts (e.g. sales@customer.co), is prohibited.
5.6.5 The customer is obliged to ensure that his/her users of the software do not pass on their access data.
5.6.6 The customer must ensure the security of the Internet connection used, in particular for the use of company-owned instead of public virtual private networks (VPN) and for the use of VPN connections in public networks.
5.7The customer is responsible for the technical setup and administration of the account. This applies irrespective of whether Bont supports the customer in any way in setting up the account.
6. Granting of rights
6.1 Bont grants the customer a non-exclusive, non-transferable and time-limited right to use the subscribed software for the agreed term.
6.2 The customer undertakes to use the software only in accordance with the contract and not to allow third parties to use it.
6.3 Insofar as the software plan provides for this, the customer's right of use shall also extend to companies that are part of the same group of companies as the customer within the meaning of Article 663e of the Swiss Code of Obligations
6.4 In order to further develop and improve the software, Bont may process non-personal or anonymized data.
6.5 For this purpose, Bont may anonymize the data stored in the software. The customer agrees that Bont holds all rights to such non-personal or anonymized data and may use it in any way for development, diagnostic, correction, security, marketing or other purposes.
7. Term and termination
7.1 The customer can choose between a monthly and an annual contract term. For services, the term of the software applies, unless expressly stated otherwise.
7.2 In the case of contracts with a monthly contract term, a minimum term of one month applies.
7.3 After expiry of the minimum term, the contract is automatically extended by one month at a time until one of the parties terminates the contract.
7.4 In the case of contracts with an annual contract term, a minimum term of one year applies.
7.5 After expiry of the minimum term, the contract is automatically extended by one year until one of the parties terminates the contract.
7.6 The right of both parties to terminate the contract for good cause remains unaffected.
8. Terms of payment
8.1 The Customer agrees to pay the fees for the Software and any applicable Services, and authorizes Bont to make direct debits from the credit card for these fees as they become due (in advance for the relevant term).
8.2 Electronic invoices will be sent to the Customer.
8.3 All amounts and charges are exclusive of taxes, duties, levies and other government charges (together 'Taxes').
8.4 The Customer shall be responsible for the payment of all taxes and any related interest and/or penalties resulting from payments made hereunder, except for taxes based on Bont's net income.
8.5 For Contracts with a monthly contract term, the billing period shall commence on the Contract Commencement Date or as otherwise agreed by the parties in text form and shall end at the end of one month.
8.6 In the case of contracts with an annual contract term, the billing period begins on the date on which the contract begins or as otherwise agreed between the parties in text form and ends at the end of one year.
9. Warranty, liability for defects
9.1 Clauses 9.2 to 9.8 shall only apply in the case of the provision of software/services by Bont for a fee.
9.2 Insofar as Bont provides software/services free of charge, Bont's liability for damages is limited to fraudulent intent.
9.3 Bont shall provide the software free of material defects and defects of title (e.g. infringement of third-party property rights) and shall maintain the software in a condition suitable for contractual use during the term of the contract.
9.4 Any defects or disruptions to system availability must be reported by the customer as soon as they become known, stating the circumstances of their occurrence. In the event of software malfunctions, the customer shall support Bont to a reasonable extent in troubleshooting and rectification.
9.5 Bont shall rectify the defect within a reasonable period of time. In the case of reports and disruptions to system availability that lead to a total failure of the software and that are received within the support times (published by Bont), Bont will endeavor to provide a response time of four hours from the start of the disruption. In the case of minor errors which do not lead to a total failure of the software and which occur during ongoing operation, Bont will endeavor to respond no later than three business days after receipt of the error message.
9.6 Bont is entitled to point out temporary workarounds and to eliminate the actual cause later by adapting the software, insofar as this is reasonable for the customer.
9.7 Strict liability for initial defects is excluded in accordance with Article 199 of the Swiss Code of Obligations.
9.8 Claims for defects shall become time-barred within 12 months. This shall not apply in the case of claims for damages for which Bont is compulsorily liable by law (see clause 10.1).
10. Limitation of liability
10.1 In the event of the provision of services against payment or free of charge, Bont shall be liable in accordance with the statutory provisions for damages arising from injury to life, limb or health and for other damages based on an intentional, grossly negligent or wilful breach of duty. In addition, Bont is liable in accordance with the statutory provisions to customers with a fee-based contract for the use of the software for damages that are covered by liability under mandatory statutory provisions, such as the assumption of guarantees ,fraudulent concealment of a defect or under the Product Liability Act in the case of services against payment. Guarantees by Bont are only given in writing and, in case of doubt, are only to be understood as such if they are designated as a ';'guarantee'.
10.2 In the event of slight negligence, Bont shall only be liable for damages caused by Bont in the case of paid services and which are based on such material breaches of duty which jeopardize the achievement of the purpose of the contract or on the breach of obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may rely (so-called breach of cardinal obligations). In tese cases, the liability of Bont is limited to the foreseeable damage typical of the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see section 10.2 sentence 1) is excluded, unless Bont is liable in accordance with the law (see section 10.1 sentence 2).
10.3 In the event that services are provided free of charge (e.g. as part of the test period), Bont shall only be liable for damages caused by intent or gross negligence and fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, limb or health, for which Bont is liable without limitation.
10.7 The limitations of liability in sections 10.1 to 10.3 also apply to claims against Bont's executives, employees, other vicarious agents or subcontractors.
11. Data protection and confidentiality
11.1 Bont acts as processor for the customer data stored and processed in the software and the customer is the controller of this data. In the event of a conflict, the separate order processing contract shall take precedence over these GTC.
11.2 'Confidential Information' means any information, whether in written or oral form, which (i) by its nature is confidential or must be kept secret or (ii) which the party to whom the information is disclosed must recognize as confidential and must be kept secret due to the particular circumstances.
11.3 Confidential information includes, in particular, product descriptions and specifications as well as prices. The parties undertake the following:
Not to disclose confidential information of the other party to third parties without express consent (at least in text form).
To use the confidential information only for contractually agreed purposes.
To take at least the same security measures that they take in relation to their own confidential information.
These precautions must be at least adequate to prevent disclosure to unauthorized third parties. In addition, both parties are obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives.
To inform each other in text form of any misuse of confidential information.
Confidential information is not information that:
Was known to the other party prior to transmission and without an existing confidentiality agreement,
Transmitted by a third party who is not subject to a similar confidentiality agreement,
Are otherwise publicly known,
Developed independently and without the use of confidential information,
Released for publication in text form, or
Must be transmitted due to a legally binding court or official order, provided that the person affected by the transmission is informed in good time in order to be able to take legal protection measures.
11.4 Neither party may obtain confidential information through reverse engineering. In this context, 'reverse engineering' means all actions, including observing, testing, examining and reassembling, with the aim of obtaining confidential information.
The restrictions contained in Clauses 11.2 to 11.4 shall apply until such time as the relevant Confidential Information ceases to be confidential or for a period of five years after termination of the Agreement, whichever is the earlier.
12. Reservations of amendment
12.1 Bont has the right to amend these GTC at any time or to amend provisions for the use of newly introduced additional services or functions of the software or services. The customer will be notified of amendments and additions to these GTC by e-mail to the e-mail address provided at least four weeks before the planned entry into force of the amendments. The customer shall be deemed to have consented to the amendment of the GTC if he/she does not object to the amendment in text form within a period of two weeks, beginning on the day following the announcement of the amendment. The announcement must refer to the change, the possibility of objection, the objection period, the text form requirement and the result of the objection.
12.2 Bonts reserves the right to change the software and/or services in order to offer different functionalities, unless the changes or deviations are unreasonable for the customer.
12.3 If the provision of a modified version of the software or a change to the functionality of the software is accompanied by significant changes to the customer's work processes supported by the software and/or restrictions in the usability of the previously generated data, Bont shall notify the customer of this in text form at least four weeks before the date on which such a change comes into effect. If the customer does not object to the change in text form within a period of two weeks after receipt of the notification of change, the change shall become part of the contract. The notification of change must refer to the change, the possibility of objection, the objection period, the text form requirement and the result of the objection.
12.4 Bont also reserves the right to amend the software and/or the services in order to offer different functionalities (i) insofar as this is necessary in order to bring the services offered by Bont into line with the (case) law applicable to these services, in particular if the legal situation changes; (ii) insofar as Bont complies with a court or official decision addressed to Bont; (iii) insofar as this is necessary to eliminate security gaps in the software; (iv) due to significant changes to the services or contractual conditions of third-party providers or subcontractors or (v) insofar as this is predominantly advantageous for the customer.
12.5 Bont is entitled to adjust its list prices annually by a reasonable amount to compensate for increases in personnel costs or other costs.
12.6 Bont shall inform the customer of these price adjustments and the date on which the price adjustment takes effect in text form. The price adjustments shall not apply to periods for which the customer has already paid. If the price increase is more than 5% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price due to a change in the scope of services or the number of employees to be managed shall not be deemed a price adjustment within the meaning of this clause.
12.7 If the customer objects to a change within the meaning of this clause 12 in accordance with the respective notification obligations, the proposed change shall not take effect and the contract shall continue under the previous conditions. In this case, Bont reserves the right to terminate the contract extraordinarily with one month's notice
12.8 With the exception of the amendments referred to in Clauses 12.1 to the parties must agree any amendment to the contract in text form.
13. Final provisions
13.1 Unless otherwise agreed, notifications and declarations under this contract must be made in writing, which also includes text form (e.g. email).
13.2 Amendments to the contract must be made in writing or text form. This also applies to the waiver of this formal requirement.
13.3 If any provision of the Contract is invalid, illegal or unenforceable, the other provisions of the Contract shall remain enforceable and the invalid or unenforceable provision shall be deemed to be modified so that it is valid and enforceable to the maximum extent permitted by law.
13.4 The contract between the parties shall be governed by Swiss law. The exclusive place of jurisdiction for all disputes arising from and/or in connection with the contract between Bont and the customer shall be Bern / Switzerland, to the extent permitted by law.
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