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General Terms and Conditions of Business and Use for WOONIG

Version 1.0

Status: 01.05.2020

der 

Woonig AG

Müligässli 1, 8598 Bottighofen, Switzerland 
 

  1. General

 

1.1  definitions

 

§1 "WOONIG Platform" or "WOONIG" is the name of the software platform on which applications are made available in accordance with the respective contract concluded with the client. These applications are delivered as “Software as a Service” (SaaS)

      1.   in a preparatory phase a customer-specific "namespace" as "demo version" and / or 

      2. provided the client with a customer-specific "namespace" as a "productive system" in an operating phase. The client  can configure the applications specifically for the respective users in accordance with the WOONIG terms of use. The "namespace" is the customer-specific data storage.

 

§2 "Woonig AG" means the company that develops/develops, owns and operates the WOONIG platform.

 

§3 "WOONIG availability" means that the WOONIG platform and the applications made available on it are available to the client and/or the user for an average of 95% of a year during the operating phase. The WOONIG platform is basically in operation 365 days / 24 hours a day. Exceptions to this are:

      1. Planned maintenance windows for the purpose of maintenance and care of hardware/software as well as for data backup, provided that these are announced to the customer at least 48 hours in advance in text form; 

      2. Nichtverfügbarkeiten, die der Auftraggeber nicht nach Massgabe der  WOONIG Support-       Bedingungen gemeldet hat ;

      3. Non-availabilities caused by systems or networks used by the client (or its service providers) or by other systems and networks outside of the WOONIG terms of use of the WOONIG platform (e.g. by Internet service providers); or

      4. Non-availabilities due to other circumstances that are beyond the control and direct access of Woonig AG.

 

§4 "Apps" are the applications made available to users on the WOONIG platform in a configured form, which users can use on the types of operating systems and browsers described in the documentation in accordance with the respective WOONIG terms of use.

 

§5 "Client" refers to the legal entity or the company with which Woonig AG concludes the respective individual contract. Companies affiliated with the customer only fall under the concept of customer if this is expressly provided for in the individual contract.

 

§6 "Notification of availability" refers to the notification by Woonig AG, at least in text form, of the initial operational readiness of the applications configured and adapted by or for the client on the WOONIG platform. When the customer receives the notice of availability, the preparatory phase ends and the operating phase begins.

 

§7 "Order" refers to an order document provided by Woonig AG at least in text form or in the form of a registration by the client on https://woonig.app, which contains the special conditions for one or more services and which refers to the present WOONIG General Terms and Conditions of Use.

 

§8 "Operating phase" is the period between the receipt of the notification of availability sent by Woonig AG by the client and the end of the contract, during which WOONIG and any additional services ordered are available to the client and the user in accordance with the contract.

 

§9 "Content" or "Content" means visual, audio, numerical, graphic, text or other data and content provided by the Client, the User or third parties for the purpose of one or more Services.

 

§10 "Data" refers to all data and information that the client or the users provide to Woonig AG within the scope of or for the purpose of one or more services.

 

§11 "Services" refers to the sum of all services to be provided by Woonig AG under the validity of a contract consisting of the WOONIG platform and the apps available on the WOONIG platform, the preparatory services and the additional services.

 

§12 "Service result" refers to all work results that are developed by Woonig AG in accordance with the contract in connection with the services specifically for the client. The service results in no way include the WOONIG platform and the apps in their form as a standard solution from WOONIG.

 

§13 "Contract" refers to an order confirmed by Woonig AG or a registration by the client on the WOONIG platform at https://woonig.app regarding one or more services in accordance with the General Terms and Conditions of Business and Use._cc781905-5cde-3194-bb3b- 136bad5cf58d_

 

§14 "User" refers to the natural persons authorized by the customer who are registered on an app in the customer-specific configuration and who use the WOONIG app on supported operating systems and browsers for their own purposes.

 

§15 "WOONIG  Terms of Use" refers to the terms defined by Woonig AG on the WOONIG platform and the WOONIG apps, which the user must confirm when registering or downloading an app.

 

§16 "Client's partner" refers to third-party companies that do not have a business relationship with Woonig AG but with the client and that can be integrated into electronic communication or a form of data use or service provision during use by the client._cc781905-5cde -3194-bb3b-136bad5cf58d_

 

§17 "Rules of the game" are guidelines that Woonig AG uses for the services provided on the WOONIG

Platform based sets up. The rules of the game describe what kind of contributions users want and what they don't. The rules of the game form the basis for decisions

the moderation team about the removal of abusive posts.

 

§18 "Text form" means any legible declaration of a party from which the declaring party 

recognizable and which can be reproduced permanently (e.g. e-mail).

 

§19 "Confidential Information" designate 

      1. The following with regard to Woonig AG: (i) the parts of the WOONIG platform that are not publicly visible, in particular any functions, concepts, methods, processes and designs that are only visible to the client and that are mapped by WOONIG or are related to it;_cc781905-5cde-3194- bb3b-136bad5cf58d_

(ii) the non-public parts of a contract, in particular the price and fee agreement, contents of the documentation and information and statements about the WOONIG availability; and/or 

(iii) all information on application programming interfaces (APIs), system infrastructure, system security and system architecture designs related to WOONIG; and additionally 

      1. with respect to the relevant disclosing party (“Disclosing Party”), the following: 

(i) Information which, to the extent disclosed in a tangible form, identifies the disclosing party as confidential or proprietary at the time of disclosure, and 

(ii) which, to the extent that it is in intangible form (including oral or visual disclosure), the Disclosing Party identifies as confidential and proprietary at the time of disclosure and which summarizes it in writing and within the WOONIG Terms and Conditions of Thirty (30) calendar days from the disclosure to the other party as a summary.

 

§20 "Preparatory services" means the specification, setup, configuration, content integration, data migration, project management, launch and activation services to be provided by Woonig AG in connection with the WOONIG platform and/or the apps.

 

§21 "Preparatory phase" refers to the period between the conclusion of the contract and the

Receipt of the notification of availability by the client, during which the WOONIG platform

and/or the services are configured and adjusted by or for the customer.

 

§22 "Additional services" means those provided by Woonig AG during the operating phase in addition to

Operation of the WOONIG platform and the additional services to be provided.


 

1.2 Data, Backup and Backup

§1 Woonig AG provides the client with storage capacity for storing the data in connection with the use of the WOONIG platform. The data backup takes place daily. The data belongs to the legal area of the customer who uses the services, even if they are stored directly at Woonig AG. For the storage and processing of the data is exclusively

Client responsible. 

 

§2 The client strictly adheres to the provisions of the applicable data protection law, particularly when collecting and processing personal data.

 

§3 Woonig AG enables the customer to download the data stored on the Woonig AG server during the contract period using a standardized procedure provided by Woonig AG. However, Woonig AG assumes no liability for the usability of downloaded data on other systems. 

 

§4 Woonig AG is entitled to delete the client's data stored by it after the end of the contract, unless Woonig AG is obliged to store it under mandatory law.

 

§5 Woonig AG takes appropriate precautions against data loss in the event of service failures and to prevent unauthorized access by third parties to the client's data. For this purpose, Woonig AG carries out regular backups (at least once a day). checks the server platform for viruses and protects the customer's access data stored on the server against unauthorized access using suitable, state-of-the-art means.

 

§6 Woonig AG uses security technologies (e.g. encryption, pass and password protection and firewall protection) to an economically reasonable extent when providing the WOONIG platform in accordance with the security standards customary in the industry.

 

§4 Woonig AG guarantees WOONIG availability only during the paid usage phase. If Woonig AG does not reach WOONIG availability, the client is entitled to a credit of two percent (2%) of the ongoing fees incurred in the paid usage phase for the month in question, namely for  each  percent  (1%)  (or any part thereof) by which Woonig AG misses this WOONIG availability, but at most one hundred percent (100%) of the charges for that month. This constitutes Client's sole and exclusive remedy in the event of such breach of contract. Claims for reimbursement under this Clause must be made by Client, at least in writing, within two (2) weeks of the end of the relevant period.


 

1.3  Subsequent modifications to the services and documentation

 

§1 Woonig AG  updates the WOONIG platform independently of the order of a client, both in terms of the functions provided and in terms of design and user guidance. The respective updates automatically replace the previous status. Woonig AG therefore reserves the right to make technical, design or functional modifications to the WOONIG platform and/or the documentation during use. 

 

§2 Modifications to the WOONIG platform, to the services and/or the documentation do not affect the rights and obligations of the parties under the contract, insofar as the modifications are insignificant. Insignificant modifications exist if the requirements agreed in the contract with the client are essentially achieved even after the modification has been implemented and can be reasonably expected of the client in the individual case. If the contract does not expressly provide otherwise, there are insignificant modifications, in particular if

      1. outdated or unusual file formats, third-party software or technical systems (e.g. browsers) are no longer supported by the WOONIG platform and the apps;

      2. Insignificant functions on the WOONIG platform and the apps are modified, replaced or switched off, such as updating, adding or switching off apps;

      3. be updated or modified in terms of design on the WOONIG platform user interfaces and the apps  (changes in shape, color and dimensions, navigation logic); and or

      4. Requirements for the systems and the connection of the client are updated.

The customer is only entitled to terminate the relevant service in writing for good cause if the modification of the WOONIG platform, the services and/or the documentation is not insignificant, to the detriment of or to the disadvantage of the customer. In this case, Woonig AG will reimburse the customer pro rata temporis for all fees already paid in advance for the remainder of the operating phase from the date of termination. Woonig AG will not reimburse the prices paid for preparatory services and fees paid for the services already provided during the operational phase. The contract must be terminated by the client within four (4) weeks of the implementation of the significant modification of the WOONIG platform, the services and/or the documentation to the detriment or disadvantage of the client. Claims for reimbursement within the scope of this clause must be asserted by the customer at least in text form within two (2) weeks after receipt of the effective termination at Woonig AG.

 

§3 If the client requests modifications to a service (WOONIG platform, apps, preparatory or additional services) after the conclusion of a contract (change request from the client), Woonig AG  will check this request and implement it if and as far as this is possible and technically feasible for Woonig AG with insignificant effort. If it is foreseeable that considerable effort will be incurred, the processing of the change request by Woonig AG and the implementation of the modifications by Woonig AG in accordance with the changed requirements of the client are not included in the fee for the service in question, but will be paid for against payment of an additional fee related to the effort in accordance with the provided at the rates currently applicable at Woonig AG. Woonig AG will announce and offer the details before execution. The parties will then agree on any implementation in an additional agreement to the individual contract, at least in text form.

 

§4 If the client decides to use additional services from a third party or to contractually involve a partner of the client, Woonig AG assumes no liability for any errors or failures of the WOONIG platform caused by this. In this context, the customer is not entitled to a reduction in the fees. Woonig AG may deny access to the WOONIG Platform to any such third party that, in Woonig AG's sole discretion, poses a security risk or other risk to Woonig AG's systems, data or intellectual property.

 

§5 If the Client receives access to a free (fee-free) function or apps from WOONIG during the term of the contract, the Client acknowledges that Woonig AG (i) is not obliged to provide support services in this regard; and that Woonig AG (ii) may stop providing these free features or apps at any time without prior notice.

 

§6 Woonig AG can give the customer access to "beta functions" expressly designated as such by Woonig AG (functions or apps that are not generally available and not validated and quality-assured according to the Woonig AG standard processes must be approved by Woonig AG referred to as “Beta Features”) and Customer may accept this offer. This access to beta functions is intended to give the client the opportunity to test the functions in his business operations and to give Woonig AG feedback on these tests. The beta features are described in the documentation. In order to use the beta functions, the client may have to accept additional terms from Woonig AG. Any productive use of the beta functions is solely at the customer's own risk. Woonig AG does not guarantee the correctness and completeness or the regular operation of the beta functions and is not liable for errors or damage caused by the use of the beta functions.


 

1.4 Customer's obligations to cooperate

 

§1 Unless Woonig AG has to provide individual preparatory services on the basis of an individual contract, the customer is responsible for the immediate completion of the preparatory phase, in particular for the data delivery, interface provision or the configuration of the corresponding functions. This also applies if he hands over the implementation to a third party. 

 

§2 The client will provide Woonig AG with all the data and content required for the provision of the services with correct content, in good time and - unless otherwise agreed - in one go. The client assures Woonig AG that the data and content of the client 

      1. are free of viruses, trojans and similar elements that could damage the systems or software used by Woonig AG or its subcontractors for the provision, and 

      2. are free from third-party rights, in particular third-party property rights.

 

§3 If partners of the client are to be involved in the provision of the services (e.g. by receiving reports from users via WOONIG), the client must independently obtain the legally required consent in order to provide the partner with the customer data and content necessary for the performance of the services of the client to be allowed to transmit. The client will conclude an agreement with the partner that enables the processing of the data and the provision of services by the partner within the framework of data protection regulations and other legal requirements exclusively for the purpose of fulfilling this service. 

 

§4 If, as part of the joint launch of applications, third-party services are integrated that the customer has commissioned directly, the third party is ultimately responsible for the correct operation of its solution and the functioning of the interfaces in accordance with the requirements of Woonig AG. All expenses for any adjustments to the systems of the third party are agreed directly between the third party and the client. If the third-party systems no longer work or do not work to the desired extent, this partial function can be removed from the application on the WOONIG platform; a non-functioning solution of a third party for which Woonig AG is not responsible – regardless of whether it was brought in by WOONIG or by the customer – is never a reason for termination of the contract.

 

§5 The client provides contact persons who can make binding decisions for the client themselves at any time or bring about these directly.

 

§6 If software or other tools are made available to the customer by Woonig AG, the customer must always use the latest version and to install all updates made available to him during the contract period immediately after they have been made available. Updates are deemed to have been made available to the customer if the customer can either access them via a corresponding update function and the customer has been informed about the provision of the update by the application or by e-mail, or the customer has received a data carrier which the update contains. The customer bears all risks resulting from the continued use of old versions.

 

§7 Woonig AG provides all services only in the languages expressly mentioned in the documentation in the contract. The client provides permanent contact persons who speak this language and can make or bring about direct decisions for the client.

 

§8 The client further warrants that he has collected and will maintain, process and handle all personal data provided by him in accordance with all applicable data protection laws, rules and regulations.

 

§9 The customer is - especially in the case of his own domain - obliged to observe the current IT security standards, in particular he is obliged to regularly change all passwords and passwords used to access the WOONIG platform. §10 If the customer becomes aware that an unauthorized third party has gained knowledge of a password or password, the customer must inform Woonig AG immediately and change the password or password concerned immediately. 

 

§11 Particular sources of danger that Woonig AG cannot influence must be eliminated by the client on his own responsibility. This includes in particular the use of programs, drivers or other tools that have been downloaded from the Internet and the execution of applications that bypass the security mechanisms of Woonig AG. 

 

§12 The customer is responsible for the IT infrastructure used to use the WOONIG platform and for the additional backup of his data. In particular, he must ensure that the installation, configuration and administration of his network and the hardware and software used guarantee optimum performance, security and availability and that browsers are used that are in the list of supported "A-grade browsers" specified in Section 1.12 ” correspond. 

 

§13 The customer is responsible for his uninterrupted connection to the WOONIG platform for the duration of the contract, including the necessary sufficiently fast internet connection. In doing so, the client must ensure that complete and error-free remote data transmission for use of the WOONIG platform as well as complete and error-free receipt of data for proper use of the WOONIG platform and fulfillment of other contractual obligations of Woonig AG is guaranteed.


 

1.5 Terms of Support

 

§1 Woonig AG provides support for the WOONIG platform and the services during the operating phase within the framework of the WOONIG General Terms and Conditions of Business and Use. The support is included in the customer during the fee-based use, unless expressly stated otherwise in the contract.

 

§2 Other support from Woonig AG that goes beyond WOONIG, such as support with self-configuration by the customer, with setup by the customer, cockpit training, etc., is offered by Woonig AG to the customer according to his respective needs on the basis of separate individual contracts for an additional fee .

 

§3 Those entitled to support refer to those employees of the client who are entitled to submit error reports and to receive reactions or solutions from Woonig AG in accordance with the support conditions. 

 

§4 Disturbance of any errors or defects of the WOONIG platform or a service within the meaning of the WOONIG General Terms and Conditions of Business and Use, in particular in the form of deviations. Application problems are not malfunctions. 

 

§5 "Error report" means any report of an error by an authorized support person via e-mail to info@woonig.com.

 

§6 Troubleshooting can consist of an update, a patch or any workaround or workaround solution that is reasonable for the customer, with which the effects of the disruption are at least temporarily eliminated. 

 

§7 Target response time is the period of time aimed at by Woonig AG, which lies between the fault report and a confirmation of receipt including an initial fault categorization by Woonig AG in accordance with Section 1.5 §12.

 

§8 Target solution time is the period of time targeted by Woonig AG that lies between the first fault categorization by Woonig AG and a possible fault resolution.

 

§9 Support can only be reached via the e-mail address info@woonig.com. The client has no right to be assigned a specific support employee from Woonig AG. 

 

§10 Support reports are processed exclusively during Woonig AG business hours. 

 

§11 A support message must contain the following minimum information: Description of the fault, including time and place of occurrence Effects of the fault; Circumstances of occurrence including the system environment used and the operating steps immediately preceding the occurrence of the error; Specification of which support person is available for questions. 

 

§12 Woonig AG prioritizes customer support messages according to the order in which they are received and the type of incident. Depending on the classification of an incident during Woonig AG business hours, Woonig AG reacts as follows to transmitted support cases: 


 

disorder category

description

Target Response Time

target solution time

High

The WOONIG platform cannot be accessed, or a specific function or application is not functional. 

4 hours

8 hours

Middle

The WOONIG platform is in operation, essential functions or applications are not available correctly.

8 hours

24 hours

Low

On the WOONIG platform, functions and applications are faulty but functional. Workarounds exist. 

16 hours

Next update, release


 

§13 Woonig AG categorizes faults on the basis of a proper support message and the information provided there by the customer. The presence of the characteristics and descriptions of the fault specified in the support message is decisive for the assignment. Woonig AG will confirm the receipt of a support request to the customer within the target response time and at least notify the customer of the fault categorization in text form.

 

§14 If the effects of the disruption change or if it reaches a higher priority level, the customer must inform Woonig AG of this immediately. Woonig AG is entitled to re-categorize at any time. 

 

§15 A legal entitlement to problem solving or elimination of faults within a time frame specified by the client does not follow from the support conditions. 

 

§16 In addition to the obligations to cooperate specified in the WOONIG General Terms and Conditions of Business and Use, the client has the following obligations to cooperate within the scope of support.

 

§17  The customer must name a sufficient number of authorized support staff, but no more than a total of 2 authorized support staff, to ensure that they (i) are sufficiently competent in dealing with the WOONIG platform, in particular the to fulfill the customer's following obligations to cooperate, (ii) to make decisions for the customer or to bring about them immediately.

 

§18 At the request of Woonig AG, the customer shall provide all relevant information that is necessary or helpful for reproducing or solving the fault following a fault report.


 

1.6  Woonig AG's liability for defects for the WOONIG platform and additional services

 

§1 For parts of the WOONIG platform that are subject to statutory liability for material defects and defects of title, including the apps and additional services, Woonig AG guarantees that these services will expressly and as finally agreed characteristics according to Section 3.2 §1, and that the granting of the agreed rights of use to the client and user does not conflict with the rights of third parties. The client will inform Woonig AG immediately in writing of any defects that occur, with a precise description of the defect and the information useful for remedying the defect. If the client stops using the above-mentioned services due to defects in title or for other important reasons, he is obliged to inform the third party that the cessation of use does not constitute an acknowledgment of the alleged infringement of property rights. The client will only conduct the legal dispute with the third party with the consent of Woonig AG or authorize Woonig AG to conduct the dispute

 

§2 Woonig AG provides a guarantee in the event of proven material defects and defects of title by supplementary performance in such a way that Woonig AG provides the client with a new, defect-free status of the WOONIG platform including the applications and additional services within a reasonable period of time or eliminates the defect . If Woonig AG shows the client ways to avoid the effects of the defect and/or creates appropriate workarounds, this extends the period accordingly. In the event of proven legal defects, Woonig AG shall provide a subsequent performance guarantee by providing the customer with a legally correct opportunity to use the WOONIG platform, including the applications, the additional services or, at Woonig AG's option, a (fully or partially) exchanged or modified equivalent service . The customer must adopt a new version of the WOONIG platform, including the applications and additional services, if the contractual range of functions is retained and the change is not unreasonable. The urgency of remedying the defect depends on the degree of the customer's operational impediment.

 

§3 The customer can only reduce the fees and/or claim damages if and to the extent that the supplementary performance for these services finally fails after the expiry of a reasonable grace period to be set in writing by the customer. The customer's right to extraordinary termination due to defects results from Section 1.6 §2 of the WOONIG Terms of Use. In the event of defects in title, Woonig AG is also entitled to such a right of termination if supplementary performance is not possible or is only possible with unreasonable effort. Woonig AG will only pay compensation for damages or reimbursement of wasted expenses due to a defect within the limits specified in Section 3.7 and only if Woonig AG is at fault. Other rights due to defects in quality or title, in particular any no-fault liability of Woonig AG, are excluded.

 

§4 The client's claims under this Section 3.5 become statute-barred according to Section 3.7 §3 This also applies to claims from termination and reduction according to Section 3.5 §3 Clause 1. For defects in rectification services, bypasses or new deliveries by way of supplementary performance the statute of limitations also ends at the point in time specified above. However, if Woonig AG, in agreement with the customer, checks the existence of a defect or provides supplementary performance, the limitation period will be suspended until Woonig AG informs the customer of the result of its examination or declares the supplementary performance to be over or refuses supplementary performance. The statute of limitations begins three months after the end of the suspension at the earliest. The shortening of the limitation period contained herein does not apply in the event of intent or gross negligence on the part of Woonig AG, fraudulent concealment of the defect or personal injury.

 

§5 If Woonig AG provides services for troubleshooting or troubleshooting without being obliged to do so, Woonig AG can demand payment from the client after prior notification in writing. This applies in particular if a material or legal defect reported by the client cannot be proven or cannot be attributed to Woonig AG, or if WOONIG is not used in accordance with the documentation. In particular, the additional effort to remedy defects that arises at Woonig AG due to the fact that the customer does not properly fulfill his obligations to cooperate, uses the WOONIG platform including the applications improperly or has not used services recommended by Woonig AG must also be compensated.

 

§6 If an add-on partner advertises or offers its services to users via the WOONIG platform or if users order services or other offers from the add-on partner via its app, Woonig AG is expressly not part of any contractual relationship that may arise between the user and the add-on partner . Woonig AG is merely the operator of the WOONIG platform through which the add-on partner offers its services or other offers to users. If the client makes apps from an add-on partner available to its users, Woonig AG therefore accepts no liability whatsoever for the quality of the provision of any services by the add-on partner and is in no way liable for material or immaterial damage that occurs during the provision or through the non-provision of these Services are created by the add-on partner. In particular, any liability or obligation on the part of Woonig AG in connection with the provision of the services of the add-on partner for indirect damage or consequential damage such as additional expenses or third-party claims as well as for damage from late delivery is expressly excluded. In this context, WOONIG is also not liable for damage caused by chance, force majeure, third parties or non-contractual causes. The customer undertakes, in particular when using his own additional terms of use, not to give the wrong impression that Woonig AG is involved in a contractual relationship that has arisen or is in the process of being formed between the user and the add-on partner and/or that Woonig AG is responsible for the services or offers of the add-on Partners assume any liability or responsibility.


 

1.7 Woonig AG's liability for defects for other services

 

§1 If Woonig AG is liable according to statutory provisions for material defects and defects of title for services that do not exist on the WOONIG platform or the additional services, in particular for material defects and defects of title in the preparatory services, or if Woonig AG commits another breach of duty in connection with the services, the customer must always notify Woonig AG of this in writing and grant Woonig AG a grace period within which Woonig AG is given the opportunity to properly perform the services or to remedy the situation in some other way.

 

§2 The customer can only reduce the price and/or claim damages if and to the extent that the supplementary performance for these services fails after the expiry of a reasonable period of grace to be set in writing by the customer. The customer's right to extraordinary termination due to defects results from Section 1.6 of the WOONIG General Terms and Conditions of Business and Use. Woonig AG shall only pay compensation for damages or reimbursement of futile expenses due to a defect within the limits specified in Section 1.6 and only if Woonig AG is at fault.


 

1.8 General Limitation of Liability for Woonig AG

 

§1 In all cases of contractual and non-contractual liability arising from and in connection with one or all services, Woonig AG only pays damages or reimbursement of wasted expenses in accordance with these terms of use and only in the event of fault, and exclusively to the extent specified below:

      1. Woonig AG  is liable in full in the event of intent, in the event of gross negligence and in the absence of a condition for which Woonig AG has assumed a guarantee, only in the amount of the foreseeable damage caused by the breach of duty or the guarantee should be prevented;

      2. in other cases: the liability is limited per claim to 20% of the fee paid for the month concerned for the service concerned, and in each month in total to a maximum of 50% of the fee paid for the month concerned for the service concerned, but no more than CHF 5,000 ,- for the month concerned. The affected month is the month in which the claim arose.

Any credits according to Section 2.3 §4 will be offset against a claim for damages by the customer.

 

§2 The objection of contributory negligence (e.g. due to violation of obligations to cooperate according to Section 2.4) remains open. The limitations of liability according to Section 3.7 do not apply to liability for personal injury and liability under the Product Liability Act.

 

§3 A limitation period of one (1) year applies to all claims against Woonig AG for damages or reimbursement of futile expenses in the case of contractual and non-contractual liability. The limitation period begins according to the statutory provisions. It occurs no later than five (5) years after the claim arises. The provisions of sentences 1 to 3 of this paragraph do not apply to liability in the event of intent or gross negligence or in the event of personal injury or under the Product Liability Act.


 

1.9 Client Confidentiality and Feedback

 

§1 The use or duplication of confidential information in any form is prohibited unless this is done to fulfill the purpose of the contract. Vervielfältigungen Vertraulicher Informationen der jeweils anderen Partei bleiben Eigentum der offenlegenden Partei und müssen  alle  Hinweise  und  Vermerke_cc781905 -5cde-3194-bb3b-136bad5cf58d_ zu  contain confidential or secret character that are also contained in the original. With respect to each other's Confidential Information 

      1. each party will take all reasonable steps (as defined below) to keep the Confidential Information confidential and 

      2. each party will not disclose Confidential Information of the other party to anyone other than those persons who need access to enable the relevant party to exercise its rights under an Individual Contract and/or to fulfill its obligations under the contract and who are subject to confidentiality obligations which essentially correspond to those set out in comply with these Terms of Use. For the purposes of this Individual Agreement, "Reasonable Steps" are those steps that the Recipient customarily takes to protect its own comparable Confidential Information and that at least correspond to reasonable care. These regulations apply accordingly to confidential information of a party that was disclosed before the signing of an individual contract.

 

§2 The above restrictions on the use and disclosure of Confidential Information do not apply to Confidential Information that

      1. was independently developed by the Recipient without reference to the Disclosing Party's Confidential Information, or acquired lawfully and without restriction from a third party authorized to provide such Confidential Information, 

      2. have become generally publicly available without breach of this individual agreement by the recipient, 

      3. were already known to the recipient without restrictions at the time of disclosure or 

      4. are free from such restrictions upon the written consent of the disclosing party.

 

§3 Neither party will use the name of the other party in publicity, advertising or similar activities without their prior written consent. However, Woonig AG has the right to include the customer in customer lists and on the website as a reference and, after consultation, to indicate the contact persons of the customer as a reference.

 

§4 The customer can, also at the request of Woonig AG, transmit information about services from Woonig AG; this includes, without limitation, any comments or suggestions regarding the possible creation, modification, correction, improvement or expansion of the Services or other products of Woonig AG, as well as information as to whether the customer believes that the development direction of Woonig AG meets the requirements of the customer in the business and IT sector and the industry-specific market generally, and similar disclosures (collectively referred to as “Feedback”). Client acknowledges that information disclosed by Woonig AG during meetings relating to the Feedback will be considered Woonig AG confidential information and will be protected from disclosure in accordance with the terms of these Terms of Use. In order to enable Woonig AG to use this feedback, the client grants Woonig AG a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license with the right to grant sublicenses to Woonig AG licensees and customers to use, publish and disseminate the feedback in the open at Woonig AG's discretion, and to display, perform, copy, manufacture, have manufactured, use, sell or otherwise transfer in any way any product or service of Woonig AG and its sub-licensees containing such feedback and via any medium chosen by Woonig AG, without reference to the source. Woonig AG is entitled to use the feedback for any purpose without any restriction or compensation to the client and/or its representatives.

 

§5 Woonig AG bears and assumes responsibility for all personal data provided by the client, the user and/or a partner as a 'data controller' (responsible for data processing and, if necessary, data collection) and is therefore responsible for making decisions the purposes and means of handling personal data. Woonig AG is responsible to the customer, the user and the partner for the design of the services in compliance with data protection law. Woonig AG and the client implement all technical and organizational measures that are necessary to comply with the provisions of the applicable data protection laws for the protection of personal data against misuse.

 

§6 When exchanging data (particularly in the case of automated imports/exports), only data records from files previously defined and agreed upon by the customer may be obtained/changed/read.




 

 

  1. WOONIG Terms of Use

 

§1 The WOONIG terms of use apply to the free namespace in the demo version as well as to the paid namespace in the productive version. 

 

§2 Woonig AG makes the WOONIG platform available to the customer for the duration of the fee-based use within the scope of WOONIG availability, Section 1 §3, so that the customer can provide the users with services for using the same in accordance with the WOONIG terms of use during this period. The client's right to use WOONIG applies to the rental properties and tenants activated in the system by the client. 

 

§3 Woonig AG is the owner of all copyrights, trademark rights, patent rights and other intellectual property rights or other rights to the WOONIG platform.

 

§4 Woonig AG is and remains the owner of all rights to all service results, especially insofar as Woonig AG provides preparatory services. 

 

§5 Woonig AG does not transfer or grant any ownership or usage rights to the WOONIG platform and/or the service results to the client. Woonig AG reserves all rights that are not expressly granted to the customer in deviation from the WOONIG General Terms and Conditions of Business and Use.

 

§6 The client is prohibited from using the WOONIG platform and/or the additional services

      1. copying, translating, disassembling, decompiling, reverse engineering or otherwise modifying these Services or any part of the WOONIG Terms of Service; 

      2. Transmitting or linking to any content or data that is unlawful, unfair, harmful, threatening, malicious, infringing, harassing, tortious, defamatory, vulgar, obscene, offensive, violating the right to privacy or publicity of any third party, hateful or are racially or ethnically discriminatory, or otherwise objectionable; 

      3. the violation of third-party rights, in particular third-party property rights and copyrights; 

      4. the disruption or disruption of any software, systems or networks through which these services are hosted or operated; 

      5. to sublicense, license, sell, lend, rent, outsource or otherwise make the Services available to third parties, unless they are users who use the applications in accordance with the provisions of the WOONIG Terms of Use;_cc781905- 5cde-3194-bb3b-136bad5cf58d_

      6. providing or making available any link, hypertext (URL [Universal Resource Locator] address) or similar item (other than a "bookmark" in a web browser) on the WOONIG Platform; 

      7. circumventing user authentication or security functions of the WOONIG platform and/or the applications; 

      8. using a different application programming interface (API) to access the WOONIG Platform than the one provided by Woonig AG;

      9. using the WOONIG Platform or Applications in any way that violates any applicable local, state, federal, international or foreign law or regulation; oder 

      10. authorizing a third party, apart from the rights for users according to the provisions of the WOONIG Terms of Use, to use the passcodes and passwords that were issued to or selected by the client for access to WOONIG. A responsibility of the customer for the user is not justified by this number.

 

§7 The WOONIG platform may contain links to third-party websites and the content provided there by third parties. Furthermore, the WOONIG platform, apps, industry solutions and plans may contain content and functions provided by third parties. If Woonig AG has made it clear to the customer that this content and functions come from third parties, Woonig AG makes this content available on WOONIG without guarantee and Woonig AG assumes no liability with regard to the correctness or completeness of this content.

 

§8 Woonig AG is entitled to refuse or discontinue services individually, partially or in total, in particular on the WOONIG platform, on the applications deactivate all user names, passwords and passwords of the client, if or to the extent

      1. there is a material breach of contractual or other obligations by the customer, which is not remedied within the WOONIG General Terms and Conditions of Business and Use of seven (7) days after receipt of a request from Woonig AG, at least in text form, from the customer, or

      2. this is necessary for reasons of public safety, security of network operation, maintaining network integrity, interoperability of services, data protection or to combat illegal, unfair or immoral content, or

      3. there are concrete indications that the client is in breach of one of his obligations under the WOONIG General Terms and Conditions of Business and Use; or

      4. the continued use of the WOONIG platform by the client and/or user, in particular data of the client or the user or content provided by them, which could impair the WOONIG platform (including the systems used to provide WOONIG), damage other customers of Woonig AG or could result in a violation of applicable law or the rights of third parties.

      5. An obligation on the part of Woonig AG to check or monitor the data of the client and/or the user or the content provided is not justified by this clause. Woonig AG  is also entitled to remove or delete illegal, unfair or immoral data and content.

 


 

  1. WOONIG Terms of Contract

 

3.1 Subject matter of the contract

 

§1 The provisions described in Section 3 apply as soon as the client has opened a paid namespace in the productive version. The following provisions of Section 3 do not apply to the registration of a free namespace in the demo version. 

 

§2 Part of the contract are the numbers listed in this document, as well as thePrivacy Policyand the current oneprice list

 

§3 Ancillary and additional agreements to a contract require at least the text form and an express reference to the relevant individual contract to be effective.

 

§4 Assurances and/or guarantees on the part of Woonig AG only exist if they are made in writing by the management of Woonig AG and are expressly marked as "assurance" or "guarantee".

 

Section 4 Partial services and/or early services on the part of Woonig AG are permissible within the scope of the services provided they can be reasonably expected of the client in the individual case.

 

§5 According to the contract, Woonig AG  provides preparatory and additional services as

service and not as a work performance, unless the individual contract expressly provides

deviating before.

 

§6 If Woonig AG provides preparatory services, then Woonig AG operates the WOONIG platform and applications implemented on it, always subject to the successful completion of all preparatory services, i.e. subject to a successful setup, a successful configuration of WOONIG and/or the applications and subject to the condition timely and correct delivery of data and/or content by the client.

 

§7 If Woonig AG offers the client several/ different services at separate prices, which can be assigned to the respective services (individual prices), there is a legally independent individual contract for each of these services in case of doubt.

 

§8 Woonig AG has the right to acquire additional providers (so-called add-on partners) who can provide customers/users with additional information and offers. Clients/users always have the right and the opportunity to deselect these functions.

 

§9 Woonig AG has the right to offer add-on partners the integration of their services and associated content on apps in order to enable the customer/user to obtain service-related offers for any contract conclusion with the add-on partner.

 

§10 AddOn partners have no access to the data without the explicit consent of the client. Also not for the submission of offers.

 

§11 No links to third parties or advertising within the applications may be activated/displayed without the explicit consent of the client.

 

§12 No communication with the users (residents or owners of the rental units) that does not have security or maintenance benefits may be conducted without the explicit consent of the client. No surveys may be carried out without the explicit consent of the client.


 

3.2 Settlement/Remuneration/Invoicing

 

§1 WOONIG's billing is based on activated rental units in the namespace of the productive version, which are activated by the client on the platform. Each rental unit is billed monthly. Rental units can be added/activated and removed/deactivated at any time. The rental units that were used / activated in the respective month are charged. Namespaces in the demo version are free for 14 days. After this period has expired, the namespace can be converted into a paid production version. If this is not done, the namespace will be deactivated in the demo version and all data will be deleted. 

 

§2 The service can be terminated at any time without incurring any additional costs. The client undertakes to pay the remuneration for the WOONIG platform, which is based on the current price list and the agreements resulting from this document. You can find the current price listhere

 

§3 Woonig AG is entitled to adjust the price list unilaterally with a notice period of 3 (three) months. If the client does not agree with the price adjustment, he is entitled to premature termination of the contract at the time of the price adjustment, whereby the termination must be made in writing and subject to a notice period of 3 (three) months._cc781905-5cde-3194-bb3b -136bad5cf58d_

 

§4 All invoices are to be paid strictly net by the customer within 10 days of the invoice date to the account specified by Woonig AG. Invoices that are not objected to in writing within the payment period are deemed to have been accepted. Woonig AG is entitled to charge the statutory default interest on all outstanding payments after the payment period has expired without a reminder. The billing and payment modalities are an integral part of this contract.


 

3.3 Term and Termination

 

§1 The contract is concluded between the contracting parties in accordance with Section 1 §13. It is automatically extended by a further month if the namespace is activated in the productive version on the WOONIG platform. 

 

§2 By deactivating the namespace in the productive version on the WOONIG platform, the contract is terminated and the data is irrevocably deleted. 

 

§3 Deactivating the namespace in the productive version on the WOONIG platform can only be done by the administrator of the client's namespace and must be confirmed by email using a confirmation link. 

 

§4 Woonig AG can terminate the contract in writing at any time with a notice period of 30 days to the end of a month for an important reason for which Woonig AG is not responsible. An important reason is given in particular in the case of illegal use or if the client fails to pay after a last reasonable payment period has been set with the threat of termination. 

 

§5 At the time of the end of the contract, the client's access to the services will be discontinued and the data will be irrevocably deleted. The customer's data can be downloaded in advance by the customer in accordance with Section 1.2 §3. 

 

§6 Further post-contractual services by Woonig AG not provided for in this contract are only owed if and to the extent that they are explicitly agreed between the parties.  

 


 

  1. various

 

§1 Should parts of the WOONIG General Terms and Conditions of Business and Use or an individual contract be ineffective or void, the remaining provisions shall not be affected. The parties undertake to replace the ineffective or void parts with economically equivalent, legally valid provisions.

 

§2 Confidentiality Both contracting parties and their vicarious agents mutually undertake to maintain the confidentiality of all documents and information that are not generally known, which relate to the business sphere of the other party and become accessible to them during the preparation and implementation of this contract, including the content of the appendix. This obligation remains in place as long as there is a legitimate interest in it, even after the end of the contractual relationship 

 

§3 The contracting parties are aware that the conclusion and fulfillment of this contract can lead to the processing of personal data about the contracting parties, their employees, subcontractors, etc. In such cases, the disclosing party will take appropriate organizational, technical and contractual precautions to ensure data protection. 

 

§4 The client is aware that the services may be subject to the export legislation of various countries and undertakes not to export the services to countries or to natural or legal persons or to allow access by persons for whom an export ban applies according to the relevant legislation . Woonig AG is also entitled to restrict, temporarily suspend or terminate the client's access to the services due to provisions relating to trade sanctions or embargoes that apply to it or for good cause.

 

§5 The parties are released from the obligation to perform under this contract as long as and to the extent that the non-performance of services is due to circumstances of force majeure. Circumstances of force majeure are, for example, war. Strikes, riots, expropriations, storms, floods and other natural disasters and other circumstances beyond the control of the parties. Each contracting party must inform the other contracting party immediately and in writing of the occurrence of a case of force majeure 

 

§6 The offsetting of any claims of a contracting party against counterclaims of the other party requires the prior written agreement of the contracting parties. 


 

5. Final Provisions

 

§1 This contract, as well as any amendments and additions, must be in writing and signed by both contracting parties in order to be valid. This formal requirement can only be waived by written agreement. 

 

§2 Notifications intended for the exercise of rights and obligations arising from this contract are to be sent in writing, by letter or fax/e-mail, followed by written confirmation, to the addresses of the contracting parties given on the title page of the contract or in the appendix.  

 

§3 This contract may only be assigned or transferred to third parties with the prior written consent of the other contracting party, whereby consent may only be refused for important reasons. 

 

§4 This contract and all appendices are made out in 2 copies, of which each contracting party receives a copy. 

 

§5 This contract is subject to Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 and excluding conflict of laws. 

 

§6 Both contracting parties undertake in good faith to strive for an amicable settlement in the event of differences of opinion in connection with this contract. 

 

§7 If, despite the efforts of the contracting parties, no agreement can be reached amicably, the ordinary judge at the registered office of Woonig AG will be declared exclusively responsible for deciding all disputes arising from or in connection with this contract, subject to the right of Woonig AG, the client to be prosecuted at his seat.