We look forward to making business with you.
Scope
These terms and conditions constitute a legally binding agreement between “you” or similar, the “customer” or “user”, or on behalf of a “company” and “us” or similar, Aivie of Idea 2 Collective GmbH or “Aivie”.
We, the “Parties” agree that no joint venture, partnership, employment or agency relationship exists between us.
The parties represent and warrant that they have the requisite authority to enter into this Agreement and that it is binding upon and enforceable by each party in accordance with its terms. Customer represents and warrants that it has the authority to cause its Affiliates to comply with the terms of this Agreement.
You must be of legal age to order, purchase or use our information, services and products.
Unless otherwise stated, the General Terms and Conditions as well as the individual contractual terms and conditions or product-specific provisions and our data protection provisions shall apply. For the use of Software as a Service, our Acceptable Use Policyalso applies in particular.
By ordering, purchasing or using our information, services and products, you agree to be bound by these terms.
Our offering
Our online offering consists of the products and services or services published on the Websites, including service packages and Software as a Service (SaaS) or subscription services.
Content and offerings of third parties
We also source content and offerings of third parties. Aivie assumes no guarantees, no assurances and no other liability with regard to the correctness, accuracy, up-to-dateness, reliability and completeness and/or legal compliance of these external contents and the offers made there (products, services, etc.).
Copyright
Unless otherwise stated, all content and software on our websites are copyrighted, including our domains, in their unique scope and style, look and feel, functionality including source code, front-end and back-end code, databases, and all content such as website designs, audio, video, text, photos and graphics.
Any use of third party content is under the fair use copyright principle, and we do not claim copyright for any quotes, statistics, facts, figures, data or other content taken from the public domain.
Reproduction, transmission, modification, linking or use in whole or in part for public or commercial purposes is prohibited without the prior written consent of Aivie.
Free services
For example, we grant access to free demo versions of our SaaS solutions for a certain period of time to test the application with customers’ test data. The data entered is always visible to other users of the demo version and is regularly deleted without notice.
Orders
Orders placed via one of our websites constitute a legally binding purchase contract. We reserve the right to refuse orders without giving reasons.
Prices & Fees
The prices and fees published on the websites apply. Prices and fees are subject to change without notice. Unless otherwise stated, all prices are in CHF excluding VAT, which we generally charge. Customers agree to pay all taxes associated with the use of the Offer.
If you are a resident of the European Union, prices and fees generally do not include VAT. You make sure that you are registered for sales tax in your respective member state.
Subscription fees remain unchanged during the initial subscription term unless otherwise specified in the product-specific terms. For example, subscriptions can be automatically upgraded to higher packages if you exceed predefined limits such as data volume or the number of contacts or emails.
When subscriptions are renewed, fees are generally increased to our then-current list price. We will inform you about the current fees as part of the subscription renewal process. The adjustment shall apply from the beginning of the next renewal period.
Falls du einer Gebührenerhöhung nicht zustimmst, kannst du dein Abonnement zum Ende der jeweils aktuellen Abonnementlaufzeit kündigen unter Einhaltung der Kündigungsfrist.
Third-party royalties
For the use of free or paid standard software from third parties, we can mediate the license agreement between you and the provider. It is concluded directly between the customer and the manufacturer of the software. Das Nutzungsrecht des Kunden richtet sich nach den Lizenzbestimmungen Dritter.
Payment
Unless otherwise stated, payment for direct purchases through the Websites is made directly by credit card or online payment services such as Paypal. You authorize us to charge your credit card or payment services for any fees incurred during the contract period. We may use third parties to process payments and you consent to the disclosure of your payment information to such third parties.
You keep your contact information, billing information, credit card information, and the like. continuously up to date.
All payment obligations are non-cancelable and amounts paid are generally non-refundable unless otherwise provided in this Agreement. All fees are due and payable in advance for the full amount or the entire term of the contract. When you make a purchase on behalf of a customer, you agree to be responsible for the order form and guarantee payment of all fees.
When you sign up for a monthly (or annual) subscription service, you agree to monthly (or annual) recurring billing that begins on the day you sign up. Billing and payments are made at the same time each month (or year). If part of a month (or year) is included in the term, payment is required for the entire month (or year).
Use of Software as a Service
During the Subscription Term, we will grant you access to use the Subscription Service as described in this Agreement and the applicable Order.
We may provide some or all elements of the Subscription Service through a third party provider.
Your affiliates may access, use, and obtain related services from the Subscription Service purchased under this Order. This is subject to the condition that any such access, use or reference by your Affiliates shall be subject to the Agreement and that you shall at all times be liable for the performance by your Affiliates of this Agreement.
For the use of Software as a Service, our Acceptable Use Policy also applies in particular.
Service provision
Services and products to be provided or delivered by Aivie shall be deemed to have been accepted by the customer after expiry of the acceptance period agreed between the parties or a 3-day period (if no period has been agreed), provided that the customer has not reported any defects during this period.
The customer may inspect the delivery items and report defects during the entire acceptance period.
Aivie shall remedy material defects free of charge within a reasonable period of time and inform the customer of their remedy. If we do not succeed in remedying the defects within this period, the customer shall be entitled to demand performance or to withdraw from the contract with regard to the defective delivery items if Aivie has not remedied the defects within a second reasonable period set by the customer for subsequent performance.
We are entitled to transfer our rights and obligations in whole or in part to others at any time.
Rights to the delivery items
Aivie grants the customer a non-exclusive, perpetual right and license to use the Servcie deliverables (e.g. documentation, concepts, frame works, templates, expert opinions, studies, etc.) for internal business purposes.
Access to Subscription Services does not grant a license with respect to Software. The Subscription Service and the Services are protected by intellectual property laws. These Services are owned by us and our licensors (if any) and we retain all proprietary rights therein.
When programming websites and/or screen designs using open source software (e.g. WordPress, Mautic), the copyright remains with the author. If we program our own software solutions, the rights to the code remain with Aivie.
Any intellectual property rights arising out of and resulting from the Services provided by us during the term of this Agreement shall belong to Aivie and shall be assigned to Aivie.
You agree not to copy, rent, lease, sell, redistribute or create derivative works based on any of our content, products, services and the Subscription Service and Service Packs, in whole or in part, in any manner whatsoever, unless you receive express written permission from us to do so. You may not use any of our trademarks without our prior written permission.
Your feedback, suggestions for improvement, evaluations and similar comments on the Offer are not confidential and we have all rights to use and implement them in the Offer or Services, without payment or attribution.
Duty to cooperate
The customer is obliged to create the technical and organisational conditions in good time and to provide the corresponding resources so that we can provide the agreed services. In particular, the customer has duties to cooperate in providing information, as well as in preparing and ensuring the necessary access to the required IT systems and data. The customer shall also be obliged to inform Aivie immediately and on its own initiative of all circumstances which could impair or endanger the provision of services by Aivie.
It is prohibited to transfer or assign any agreement with Aivie, in whole or in part, to a third party without our consent.
Support
Support is part of the offer in selected cases and is indicated as such on the website. Furthermore, as a buyer, you do not automatically have the right to free support when purchasing our services. The details of the service level can be found in the product-specific terms and conditions.
Restrictions, downgrades or changes to the subscription or service packages will be published in the product-specific terms and conditions and are effective from the following period unless otherwise stated and technically linked to restrictions.
Agreement term and termination
The term of the initial subscription or service package is specified in the order. Unless otherwise stated in the order, the term is automatically extended for the term or for one year, whichever is shorter.
Unless otherwise stated in your order, if we or customers do not wish to renew their subscription or service package, we or customers must give written notice of non-renewal. Unless otherwise specified in the product-specific terms, the notice period is one (1) month.
You may cancel your subscription or service packages early. However, we will not refund any prepaid or unused fees and you will immediately pay any unpaid fees due by the end of the contract period.
Either party may also terminate this Agreement for cause upon thirty (30) days’ notice. We will exercise this right if we become aware that you are acting or have acted in a way that may reflect negatively on us, our potential customers or our customers.
Customers are bound to this contract as long as they have access to their account.
Upon termination or expiration of this Agreement, Customers will cease all use of the Subscription Service and Content. If customers terminate this Agreement for cause, we will promptly refund to them all fees already paid but not yet expended covering the use of the Subscription Service for the period after termination. If we terminate this agreement for cause, customers will immediately pay all unpaid fees due by the end of the subscription term. Fees are otherwise non-refundable.
Withdrawal
A right of withdrawal applies under certain conditions. If not contractually regulated, both parties can make use of a right of withdrawal within one week under the condition that the ordered or purchased service has not yet been delivered or obtained in whole or in part. With the commencement of Aivie’s activities, the buyer’s right of withdrawal expires.
Publication
You grant us the right to add your name and company logo to our customer list and website. If you wish to object to this use, please inform us in writing.
Liability
Aivie shall only be liable for gross negligence or wilful misconduct. In no event shall Aivie be liable for any loss or damage of any kind (direct or indirect, including loss of profit and other consequential damages) which may be incurred by the user in connection with the use of the information and services of Aivie or otherwise in connection with the business relationship with Aivie, in particular in the event of loss, interruption of availability or corruption of data, loss of profit, loss of income, loss of customers, damage to the image or weakening of the assets of the customer and/or end customers.
The damage suffered by the third party and the final customers also qualifies as indirect damage.
Aivie shall not be liable for any damages resulting from the loss or inaccuracy of data, results or programs, the destruction of files or programs, the delivery of equipment, software, a service or technology, any loss or damage suffered by the Customer and/or End User due to the fact of a request by a third party, or any failure to comply with instructions or any use by the Customer and/or End User of non-compliant software, third party software, the Website and/or the Services.
Aivie cannot be held responsible for delays or difficulties resulting from the customer’s computer environment or network, the customer’s third party suppliers and/or a supplier of the customer’s Internet access.
In no event shall Aivie’s total liability under the Agreement exceed the aggregate amount paid by Customer to Aivie pursuant to the Agreement during the twelve (12) months preceding the event giving rise to the implementation of the Responsibility.
Except for claims for failure to pay or for infringement of a party’s property rights, no claim of any kind whatsoever arising out of or in connection with this Agreement may be asserted by either party more than one (1) year after the cause of action for such claim has been determined.
Force Majeure Event. A Party that is unable to perform its obligations under this Agreement, in whole or in part, as a direct result of an event that is unforeseeable and the occurrence and consequences of which cannot be prevented or avoided, such as natural disasters, fires, wars, riots and strikes, embargoes, injunctions or other governmental restrictions and measures, or other causes that prevent such performance (a “Force Majeure Event”), shall not be deemed to be in breach of these Terms.
Warranty
The foregoing constitutes Aivie’s entire responsibility and Customer’s exclusive remedy for any infringement of any copyright, patent, trade secret or other intellectual property right with respect to the Software, Third Party Software and Services. Any other warranty is expressly excluded by Aivie.
In particular, Aivie does not warrant the absence of defects and, accordingly, does not warrant that the use of the Software, Third Party Software, the Server, the Website and/or the Services will be uninterrupted or error-free, and expressly disclaims any warranty for latent defects.
The customer declares to have perfect knowledge of the Internet and its limitations. Customer specifically acknowledges that transmissions over the Internet are not secure and may be delayed, lost, intercepted, corrupted, and that the transmission of confidential information over the Internet is done by Customer at Customer’s own risk and peril.
Privacy
The customer is responsible for using Aivie in accordance with applicable laws, in particular with regard to data protection and unfair competition, and for informing the contacts managed in Aivie about the data processing and, if necessary, obtaining consent to the processing. Aivie processes the customer’s data exclusively in accordance with the customer’s instructions and only has access to contact data itself in exceptional cases (e.g. in the event of a support request). The storage location depends on the customer’s choice.
Effectiveness, amendment, no waiver
Aivie may amend these terms at any time. The updated Terms of Use will be posted on our websites and will become effective and legally binding on the business day following their posting.
We will announce any changes or updates to the product-specific or jurisdiction-specific terms at our sole discretion. The updated pages of the product-specific and jurisdiction-specific provisions shall take effect on the date of their publication. We recommend that customers review these Terms of Use on a regular basis.
If you do not agree to any changes to the Customer Terms of Use, you must notify us in writing within thirty (30) days of being notified of the changes made. If you so notify us, our relationship for the remainder of the Term will continue to be governed by the Customer Terms of Use that were in effect prior to the relevant change to the Customer Terms of Use. In the event of a renewal, the terms of use for customers, which we have published on our website, apply.
If any part of this Agreement is or becomes invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. The invalid or unenforceable provisions shall be replaced by other provisions which are valid in form and content and which correspond as far as possible to the purpose and intention of the invalid or unenforceable provisions.
A delay in the exercise of a right or remedy or the failure to object shall not be construed as a waiver of that right or remedy or of any other right or remedy. A waiver in one specific case does not constitute a waiver of any right or remedy in subsequent cases.
Applicable law and place of jurisdiction
The legal relationship between you and Aivie is governed exclusively by Swiss law. The exclusive place of jurisdiction for all disputes between the customer and Aivie shall be Zurich (Zurich 4).
Contact
Do you have questions or concerns about our terms and conditions or contracts? Then just drop us a line at legal@aivie.ch.
Aivie by Idea 2 Collective GmbH
Wengistrasse 6
8004 Zurich
Version: 22. Juni 2021
