General Terms and Conditions (GTC) of Debitoris AG for the software PRAXSYS

Preamble
These GTC are published in the current version on the website of Praxsys at www.praxsys.ch. For the customer, the version valid at the time of the conclusion of the contract applies. The Customer shall be notified in good time of any amendments to the GTC and such amendments shall only apply to the Customer if the Customer has accepted them (see Art. 12. b).

1.) Scope of application
The software PRAXSYS is provided to you by Debitoris AG, hereinafter called “Debitoris”, Seestrasse 61, 6052 Hergiswil.
By using PRAXSYS as a customer you agree to these GTC. Please read them carefully. You are required to comply with the policies applicable to our software and services.

2.) Licensed software
Debitoris AG grants you a non-transferable and time-limited license for the PRAXSYS software. The license includes the right to use the software in the object code on one or more own system(s) and for your own purposes.
PRAXSYS is provided as SAAS (Software as a service) solution. This solution allows you to manage, edit and if necessary, make your own data accessible to third parties.
Users are not authorized to reproduce, modify, distribute, sell or rent any portion of PRAXSYS. In addition, they may not reverse engineer this software or attempt to extract the source code. Exceptions are valid only if they are legally permitted or if you have the written consent of Debitoris.

3.) Prices
Services are charged by Debitoris according to the conditions specified on the website www.praxsys.ch or those sent to you by means of order confirmation. License fees must be paid periodically in advance.

a) Any customer-related adjustments are charged by Debitoris according to effort at the rates valid at the time. All prices are exclusive of value added tax and any other taxes.
b) Invoices from Debitoris are deemed to be accepted if they are not objected to in writing within 10 days. They must be paid within 20 days. After expiry of this period, the customer is immediately in default.
c) If the customer is in default of payment, Debitoris shall be entitled to charge interest on arrears at a rate of 5% and, after setting a reasonable period of grace, to assert its statutory rights to default. In addition Debitoris may temporarily exclude the customer from the products and services.

Debitoris reserves the right to assert further claims. Any damage incurred by the customer in this case shall be borne by the customer himself.

4.) Data management / Data protection
You are the owner of your data and responsible for their correctness as well as for the compliance with the data regulations. You agree not to manage any illegal content with the PRAXSYS software.
Debitoris complies with the standards of ISO 27001 and DPCO. ISO 27001 is the worldwide standard for the certification of an information security management system. This standard provides protection for information regarding confidentiality, integrity and availability.
DPCO (national standard) is the ordinance on data protection certification, including the guidelines of the FDPIC (Federal Data Protection and Information Commissioner) on the requirements for data protection management system and its annex (guideline for data protection management).
In the context of system maintenance Debitoris is authorized, where necessary, to process customer data. Debitoris undertakes to treat all data with the utmost confidentiality and always in compliance with the relevant data protection legislation.
Debitoris processes personal data exclusively on behalf of and according to the instructions of its customers. Debitoris will not pass on or disclose personal data to third parties or allow access to such data. Similarly, Debitoris may not process personal data for its own purposes.
Debitoris stores the personal data on specially protected servers exclusively in Switzerland. The data is backed up daily.
The communication between your browser and Debitoris infrastructure is ensured by a secure SSL connection with a digital public-key certificate.

5.) Access control
Customer can assign user names and passwords to its authorized employees. You ensure that these identifiers and the customer ID are used in according to the usual security standards.
Debitoris is authorized to consider users, who identify themselves with the customer ID, user name and password, as legitimate users. In case of abuse, Debitoris can deny the system access at any time without justification.

6.) Duration of the contract
The contract is concluded with the online registration. 14 days after activation, the software shall be deemed accepted and approved, unless substantial defects are asserted in writing within this period. The contract lasts at least 12 months from the registration date.
After this period, it shall be renewed for a further 12 months in each case, unless written notice of termination is given at least 3 months before expiry. The termination is only effective if it is made by registered letter to the following address: Debitoris AG, Seestrasse 61, CH-6052 Hergiswil.

The contract may be terminated at any time without notice, if

a) one of the parties violates an essential provision of these GTC and does not remedy this violation despite a written request to do so, setting a reasonable deadline;
b) one party causes damage to the other party due to a violation of the provisions of the GTC so that it can no longer be expected to continue to fulfil the contract;
c) a petition in bankruptcy or judicial probate proceedings is filed against one of the parties.

Upon termination of the contract, Debitoris shall, at the customer’s request, provide the customer with data managed with the Debitoris software in an electronic format specified by Debitoris.

7.) Maintenance of the software
Software updates are provided to customers free of charge.

8.) Customer service
Debitoris maintains a hotline during normal office hours (Monday to Friday) which answers support queries by telephone or e-mail. The hotline is not intended to deal with simple user enquiries, the answers to which would result from the manuals or electronic media, or to train users. Depending on the service package, the services may be subject to a fee and are governed by the general Debitoris AG fee regulations.

9.) Warranty
For each service Debitoris applies the necessary care. If a result of work is due as a result of a service, Debitoris guarantees that the result will meet the specifications as defined in the contract. The customer must notify Debitoris of any defects in writing without delay. The warranty is limited to rectification of defects by Debitoris. Other warranty claims are excluded as far as legally permissible.

Debitoris provides its SAAS services with due diligence. However, Debitoris cannot guarantee that the software can be used uninterruptedly and without errors.

10.) Liability
Debitoris is liable at most up to the price of the defective product or service. In the case of recurring services, an annual fee is considered the price of the service. However, Debitoris is not liable for negligence under the law.

For financial losses such as lost profits, unrealized savings, the customer’s own expenses, recourse claims by third parties, damage caused by delay, damage from data loss and data corruption, damage from the commercial use of the products and for costs resulting from the involvement of third parties, all liability is excluded to the extent permitted by law.

A liability due to incorrect data transmission is generally excluded.

11.) Force majeure
Failure to comply with any part of the contract as a result of force majeure shall not constitute a reason for termination of the contract. Events of force majeure which make it considerably more difficult or impossible to perform the service, entitle the affected party to postpone the fulfilment of its obligation, if it cannot be fulfilled as a result of such an event, for the duration of the hindrance, but for no longer than 60 days.

If the hindrance lasts longer than 60 days, the parties are obliged to negotiate on the further fulfilment of this part of the contract which has become unfulfilled by the event and to reach a new agreement on this part of the contract.

12.) Final provisions

a) Place of performance: Services are provided exclusively at Debitoris offices.
b) Adjustments to the GTC: As a result of product developments and adjustments to the scope of services, Debitoris is entitled to adjust the GTC and other provisions, including prices. The customer will be notified of any adjustments in good time. If the customer does not reject the adjustment within 30 days, it is deemed to be agreed.
c) Partial invalidity: Should parts of this agreement be invalid, the validity of the remaining provisions shall not be affected. The parties shall then interpret and formulate the agreement in such a way that the purpose intended by the void or legally ineffective parts is achieved as far as possible.
d) Swiss law is applicable. For all disputes arising from the legal relationship between the customer and Debitoris, the place of jurisdiction is the location of the registered office of Debitoris.
e) Entry into force: The GTC shall enter into force on 01.01.2020.