Software as a Service (SaaS) Contract By completing the registration form (ordering bexio), you shall become subject to the following General Terms and Conditions ("General Terms and Conditions"). I. Subject matter of the Contract 1. The Provider (bexio AG) performs SaaS services for its clients via the internet which fall into the category of business software. 2. Subject of the Contract is: 1. the provision of software by the Provider for use via the internet and 2. the storage of client data (data hosting) II. Software provision 1. The Provider shall provide, via internet and against payment, the current version of the bexio software solution to the Client to use for the duration of this Contract. To this end, the Provider will store the software on a server that is accessible to the Client via internet. 2. After further development of the software, its current range of functions at any given time can be found in the service description on the Provider's website at: www.bexio.com 3. The Provider monitors the software on an ongoing basis to ensure that it is functioning properly and immediately eliminates any and all software errors within the realms of what is technically possible. Specifically, an error is deemed to exist if the software does not perform the functions as specified in the service description, produces incorrect results, operation is terminated in an uncontrolled way or malfunctions in another way such that use of the software becomes impossible or only possible to a limited extent. 4. The Provider continuously develops the software further and will improve it by means of ongoing updates and upgrades.
III. Usage rights to the software 1. The Provider grants the Client the non- exclusive, non- transferable right to use the software specified in this Contract for its intended purpose within the scope of SaaS services for the duration of the Contract. 2. The Client may only reproduce and edit the software insofar as this is construed to be proper use of the software in accordance with the currently valid Service Description. Required reproduction includes loading the software into memory however it does not include even the temporary installation or saving of the software on the storage media (hard drives, etc.) of hardware used by the Client. 3. The Client is not entitled to make this software available for third- party use, neither against payment nor free of charge. Clients are thus expressly prohibited from leasing the software to a third party. 4. The Client undertakes to structure any contractual relationships to third parties in such a way that excludes use of the software at no charge. IV. Data hosting 1. The Provider shall furnish the Client with a defined storage space on a server for the purpose of data storage. In the event that the storage space furnished is no longer sufficient, the Provider will notify the Client in a timely manner and, if additional storage space is ordered, provide such space as quickly as possible. If the storage space is full, no additional data will be stored. 2. The Provider shall ensure that the stored data can be accessed via the internet. 3. The Client is not entitled to make this storage space available for third- party use, neither in part nor in full and neither against payment nor free of charge! 4. The Client undertakes to refrain from storing content in the storage space for which the provision, publication and use of such content constitutes a violation against applicable law or agreements with third parties. 5. The Provider is obligated to take suitable precautions against data loss and to prevent unauthorized third- party access to the Client's data. To this end, the Provider will perform daily backups, check the Client's data for viruses and install firewalls. 6. The Client shall, under all circumstances, remain the sole owner of the data and, as a result, can require the Provider to return individual data records or all data at any time, particularly following termination of the Contract, without any right of retention existing on the part of the Provider. At the Client's discretion, the return of the data shall take place either through a handover of data carriers or transmission via a data network. The Client is not entitled to the receipt of any software which would enable use of the data.
V. Support & customer service 1. Inquiries (by e- mail or phone) submitted by the Client concerning use of the software to which this Contract relates or other SaaS services will be responded to by the Provider, either by phone or in writing, as swiftly as possible after receipt of the relevant question during the business hours published online at www.bexio.com. VI. Impairment of accessibility 1. Modifications, changes and additions to the SaaS services to which this Contract relates as well as measures intended to ascertain and rectify malfunctions will only result in a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons. 2. The basic functions of the SaaS services are monitored on a daily basis. Maintenance of the SaaS services is performed from Monday to Friday, 8 a.m. - 7 p.m. In the event of severe faults - in which case the use of SaaS services is no longer possible or extremely limited - maintenance will be performed within 2 hours from the time the Provider becomes aware of the fault or is notified by the Client. The Provider will notify the Client in good time of such maintenance work and perform it as quickly as possible. 3. On an annual average, the availability of an individual SaaS service is 99.5%. VII. Obligations of the Client 1. The Client is obligated to prevent unauthorized third- party access to the software by taking suitable precautions. To this end, the Client shall, where necessary, instruct its employees to comply with copyright law. Specifically, the Client shall tell its employees not to make any unauthorized copies of the software. 2. The Client itself is responsible for entering and maintaining any data or information required to use the SaaS services - without prejudice to the Provider's obligation to back up data. 3. The Client is obligated to check its data and information for viruses or otherwise harmful components before entering it into the system and must use appropriate, state- of- the- art antivirus programs to this end. 4. When using the SaaS services for the first time, the Client must generate a "User ID" and password which will be required in order to continue using the SaaS services. The Client is obligated to keep the "User ID" and password confidential and to not make these accessible to third parties.
VIII. Fees 1. The Client undertakes to pay the Provider the agreed monthly fee plus VAT at the statutory rate in exchange for software provision and data hosting. 2. The Provider shall send the Client a statement indicating the fee due in accordance with the Contract. 3. The Provider is entitled to make changes to the fees and services by means of a written notice sent to the Client 1 month prior to the change insofar as the Client can be reasonably expected to accept the change. Requirements and reasons for such a change in the services provided specifically include technical advances and further development of the software. The change shall concern the type and extent to which the scope and performance of the software are changed. If the Client chooses not to continue the Contract at the changed fees, he is entitled to give written notice of extraordinary termination 14 days prior to the time the change is implemented. IX. Guarantee/liability 1. The Provider guarantees the functionality and availability of the SaaS services. 2. The Client undertakes to indemnify the Provider against any and all third- party claims arising in connection with data stored by the Client and to reimburse the Provider for any expenses which emerge as a result of potential infringements. 3. The Provider is entitled to immediately block the storage space if there is a reasonable suspicion that the stored data are illegal and/or violate third- party rights. Reasonable suspicion of unlawfulness and/or an infringement shall be deemed to exist if courts, authorities and/or other third parties notify the Provider of such circumstances. The Provider must inform the Client immediately of the loss of access and what prompted it. Access must be unblocked as soon as the suspicion has been invalidated. X. Duration/termination/cancellation 1. The SaaS Contract will be concluded for an indefinite period. The contractual relationship shall begin with the Client's login and registration and can be terminated by either party on a monthly basis. 2. Both parties shall remain free to cancel the Contract immediately for just cause. Specifically, just cause for the cancellation of this Contract with immediate effect shall be deemed to exist for the Provider if the Client 1. becomes insolvent or the opening of insolvency proceedings was refused due to lack of assets, 2. is in arrears with the payment obligations arising from this contractual relationship in an amount equivalent to at least one monthly fee and was sent a reminder with a grace period of two weeks and a warning of Contract cancellation which did not result in payment, 3. culpably violates legal provisions or infringes on copyrights, industrial property rights or name rights of a third party during use of the services to which this Contract relates.
4. In the event that the services sold are used for the purpose of promoting criminal, illegal and ethically questionable acts. XI. Data protection/confidentiality 1. The Provider undertakes to maintain the strictest confidentiality concerning any and all information regarding confidential processes, specifically the Client's business or trade secrets, of which knowledge is obtained during the preparation, execution and fulfillment of this Contract and to refrain from divulging such knowledge to third parties or using it in any other way. This shall apply with regard to all unauthorized third parties, i.e. also toward unauthorized employees of both the Provider and the Client, unless the disclosure of such information is required for the purpose of correctly fulfilling the Provider's contractual obligations. In case of doubt, the Provider is obligated to ask the Client for consent prior to such disclosure. 2. The Provider undertakes to agree a provision with the same content as paragraph 2 of this article of the Contract with all of the employees and subcontractors deployed in connection with the preparation, execution and fulfillment of this Contract. 3. bexio is entitled to name the Client as a reference and to utilize general information regarding the agreed contract in a manner suitable for marketing and sales purposes. XII. Messages 1. All messages are to be sent in writing to the addresses specified unless required by this Contract or by law to be in a stricter form. The written form requirement is satisfied by transmission via fax or e- mail. 2. The contractual partners are obligated to notify the other contractual partner of any address changes immediately; otherwise messages sent to the last address announced in writing shall be considered to have been received for legal purposes. XIII. Severability clause 1. If individual clauses of the present agreement are invalid, either in part or in full, any invalid provisions shall be reinterpreted, supplemented or replaced in such a way as to achieve the economic effect of the invalid provision. The same shall apply in the presence of gaps to the provisions of this agreement. XIV. Place of jurisdiction and applicable law 1. The Parties stipulate that all legal relationships which arise from this contractual relationship shall be subject to the laws of the Swiss Confederation to the exclusion of the provisions of international private law
(IPL) and the UN Convention on Contracts for the International Sale of Goods (CiSG). 2. The exclusive place of jurisdiction for all disputes arising within the scope of the execution of this contractual relationship shall be Wattwil. XV. Other 1. Appendices form an integral part of the Contract. 2. For the purposes of this Contract, a third party is considered to be any individual and/or legal entity which differs from the contractual partner by law. 3. Any stamp duties must be paid by the Client. 4. If the end user purchases the application via AppDirect or Swisscom's electronic marketplace for business- to- business transactions, the following terms and conditions shall apply: 1. The Terms of Use of the bexio AG licensing agreement govern the relationship between the end user and the developer, not that between the end user and Swisscom or its partners. 2. Responsibility for the application lies exclusively with bexio AG, not Swisscom or its partners. 3. bexio AG, not Swisscom or its partners, bears sole responsibility for the guarantee, support, product liability, copyright infringements and other similar obligations and liability claims connected to the application. 4. The end user must be of legal age and entitled to conclude a legally- binding contract. 5. The end user can contact bexio AG directly at the contact number provided. 6. All terms and conditions related to invoicing and payment shall be based on the terms of use of the contract concluded between Swisscom and the end user. 7. User licenses and rights shall be granted to the end user for a period of no more than one year from the date on which the last subscription was concluded. Rapperswil, September 22, 2015 bexio is an online service provided by: bexio AG Alte Jonastrasse 24 8640 Rapperswil SWITZERLAND