Version 1.4
Status: 25/08/2023
Woonig AG
Müligässli 1 I 8598 Bottighofen I Switzerland
1 General information
1.1 Definitions
§1 "Woonig AG" refers to the company that distributes the WOONIG platform.
§2 "WOONIG Platform" or "WOONIG" is the name of the software platform on which
applications and services are made available in accordance with the respective contract concluded with the
contract concluded with the customer. These applications are provided as "Software as a Service" (SaaS)
(a) in a preparatory phase, a customer-specific "namespace" as a "demo version"
and / or
(b) in an operating phase, a customer-specific "namespace" as a "productive system" to the customer.
system" to the customer. The customer can configure the applications specifically for the respective
users for use in accordance with the WOONIG terms of use. The
"Namespace" is the customer-specific company account and data storage.
§3 "Apps" are the applications made available to users on the WOONIG platform in a configured form.
configured form on the WOONIG platform, which the users can use on the types of
operating systems and browsers described in the documentation in accordance with the respective WOONIG
Terms of Use.
§4 "Services" means the sum of all services to be provided by Woonig AG under the validity of these
Terms of Use consisting of the WOONIG platform and the services available
apps available on the WOONIG platform, WOONIG functions, the preparation services
preparatory services and the additional services.
§5 "WOONIG availability" means that the WOONIG platform and the applications made available on it
applications are available to the customer and/or user for an average of 95% of a year in the operating phase.
the customer and/or the user. The WOONIG platform is generally in operation 365
days / 24h in operation. Exceptions to this are
a) planned maintenance windows for the purpose of hardware/software maintenance and servicing
as well as for data backup, provided that these are notified to the customer no later than 24 hours (during
hours (during business hours) or 1 hour (outside business hours) in advance.
at the latest;
b) unavailability that the customer has not reported in accordance with the WOONIG Support
conditions;
c) non-availability caused by systems provided by the customer (or its service providers) or networks used systems or networks used or by other systems and networks outside the
outside the WOONIG terms of use of the WOONIG platform (e.g. by Internet service providers); or
d) non-availability due to other circumstances beyond the control and direct access
and direct access of Woonig AG.
§6 "Customer" refers to the legal entity or the company with which Woonig
AG concludes the respective contract. Companies affiliated with the customer shall only be
only fall under the term "customer" if this is expressly provided for in the individual contract.
§7 "User" refers to the natural persons authorised by the customer who are registered on an app in the
the customer's specific configuration and use the WOONIG app on supported operating systems and
operating systems and browsers for their own purposes.
§8 "User" refers to persons who use the software to communicate and interact with the company and its employees communicate and interact with the company and its employees. Example: tenants, condominium owners.
§9 "Third-party users" refers to the company and its employees who use this software
to receive, fulfil and report on service orders, for example. Example:
Service providers, craftsmen.
§10 "Partner of the customer" refers to third party companies (e.g. service providers, tradesmen) that
are not in a business relationship with Woonig AG, but with the customer and who
the customer in electronic communication or a form of data utilisation or service provision.
data utilisation or service provision during use.
§11 "Data" means all data and information that the client or the users make available or provide to Woonig AG within the scope of or for the purpose of a service or several services.
§12 "Content" means visual, audio, numerical, graphic, text or other data and content provided by the customer, the user or third parties for the purposes of a service or several services.
§13 "Text form" means any legible declaration by a party from which the party making the declaration can be recognised and which can be reproduced (e.g. e-mail, system message).
§14 "Offer" means an offer document provided by Woonig AG at least in text form which contains the special conditions for one or more services and which refers to these WOONIG General Terms and Conditions of Business and Use. The contract is concluded with the written acceptance of the offer.
The price conditions and the scope of services are defined in this offer, everything else in accordance with the General Terms and Conditions of Business and Use.
§15 "Contract" refers to an agreement confirmed by Woonig AG and the customer on the use of WOONIG.
use of WOONIG attached to a confirmed offer or confirmed customer order
(system registration/activation by Woonig AG) or a registration and activation by the customer on the
by the customer on the WOONIG platform at https://woonig.app with regard to one or more
several services, taking into account the General Terms and Conditions of Business and Use.
§16 "Terms of use" refers to the terms and conditions defined by Woonig AG on the WOONIG platform
the use of the services, which the customer, user, user and third-party user must confirm when
to confirm upon registration and/or use.
§17 "Rules of the Game" are guidelines that Woonig AG establishes for the use of services based on the
WOONIG platform. The rules of the game describe what kind of contributions are
are desired from users and which are not. The rules of the game form the basis for
decisions by the moderation team on the removal of abusive posts.
§18 "Confidential Information" shall mean
a) in relation to Woonig AG, the following: (i) the parts of the WOONIG platform that are not publicly visible
platform, in particular any functions, concepts, methods, processes and designs that are only visible to the customer,
methods, processes and designs that are mapped by WOONIG or are related to it; (ii) the
(ii) the non-public components of a contract, in particular the price and fee agreement
price and fee agreement, contents of the documentation and information and
information on WOONIG availability; and/or (iii) all information on interfaces (APIs), system
interfaces (APIs), system infrastructure, system security and system architecture
system architecture designs related to WOONIG; and additionally
b) with respect to the respective disclosing party ("Disclosing Party"), the following: (i)
Information which, to the extent disclosed in material form, the Disclosing Party has
party identifies as confidential or proprietary at the time of disclosure; and (ii)
which, to the extent it is in intangible form (including oral or visual disclosure), the Disclosing Party
disclosure), the Disclosing Party identifies as confidential and proprietary at the time of disclosure and protected and which it summarises in writing and discloses within the WOONIG
General Terms and Conditions of Business and Use of thirty (30) calendar days from the Disclosing Party's
§19 "Preparatory services" means the services to be provided by Woonig AG in preparation for the productive
operation of the WOONIG platform and/or the apps regarding specification, setup, configuration, content integration, data migration, project management, launch and activation services.
§20 "Preparation phase" means the preparation of the productive system in the productive
productive environment, during which the WOONIG platform and/or the services are configured and customised by or for the customer.
§22 "Operating phase" is the period of productive use, between the activation and deactivation of the productive system, during which WOONIG and any ordered services are available for use by the customer and the user in accordance with the contract.
§23 "Additional services" refers to the services to be provided by Woonig AG during the operating phase in addition to the operation of the WOONIG platform and the apps.
§24 "Customised developments" refers to work results and functions that were developed by Woonig AG specifically for the customer for a fee or free of charge. The
customised developments do not include the WOONIG platform and the apps and services in their form as a standard solution from WOONIG. Customised developments may be returned to the WOONIG standard without obligation.
1.2 Data protection, order processing and data security
1.2.1 Processing of personal data
§1 As part of the provision of WOONIG services, it may be necessary for Woonig AG to process personal data on behalf of the client. The client remains the controller in accordance with the applicable data protection laws and regulations, while Woonig AG acts as the processor.
§2 The customer shall ensure that the processing of personal data is carried out in accordance with the relevant data protection regulations. The customer is responsible for having the necessary legal basis for the processing, including any necessary consents.
§3 Woonig AG shall only process personal data in accordance with the customer's written instructions, unless there is a legal obligation to do so. Woonig AG shall take appropriate technical and organisational measures to ensure the security and confidentiality of the processed data.
1.2.2 Data protection agreement
§1 The parties agree a separate data protection agreement
(data processing agreement), which sets out the details of data processing within the scope of WOONIG services. This agreement contains, among other things, details of the type of data processed, the purpose of the processing, the duration of the processing, data security and the rights and obligations of both parties.
§2 The data protection agreement also specifies how requests from data subjects, including requests for information, rectification and erasure, are handled. Woonig AG supports the customer in fulfilling these requests within the scope of their agreement.
1.2.2 Data transmission
§1 The client agrees that Woonig AG may transfer the personal data within the scope of the WOONIG services to countries outside Switzerland, but only within the European Economic Area. In this case, Woonig AG shall ensure that appropriate protective measures are taken in accordance with the applicable data protection laws in order to guarantee the security of the transferred data.
§2 Woonig AG shall inform the customer of any planned changes to data processing or transfer that could affect data protection.
1.2.3 Data storage, data backup, backup
§1 Woonig AG shall provide the client with storage capacity for storing 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 it is stored directly at Woonig AG. The customer is solely responsible for the storage and processing of the data.
§2 In particular, the customer shall comply with the provisions of the applicable data protection law when collecting and processing personal data.
§3 Woonig AG enables the customer to export the data stored on the WOONIG server during the term of the contract in a standardised, structured, common and machine-readable format provided by WOONIG.
§4 Woonig AG is authorised to delete the customer's data stored with it after termination of the contract, unless Woonig AG is obliged to retain it under mandatory law.
§5 Woonig AG shall take suitable precautions against data loss in the event of service failure and to prevent unauthorised access by third parties to the customer's data. To this end, WOONIG makes regular backups (once a day as standard), checks the server platform for viruses and protects the customer's access data stored on the server against unauthorised access using suitable, state-of-the-art means.
§6 When providing the WOONIG platform, Woonig AG uses security technologies (e.g. encryption, password protection and firewall protection) to an economically appropriate extent in accordance with the security standards customary in the industry.
1.3 Modifications to the services and documentation
§1 The WOONIG services can be continuously updated independently of a customer's order, both with regard to the functions provided and with regard to the 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 services and/or to the documentation during use.
during use.
§2 Modifications to the WOONIG platform, the services and/or the documentation shall not affect the rights and obligations of the parties arising from the contract, insofar as these are insignificant modifications. Insignificant modifications are deemed to exist if the requirements agreed in the contract with the customer are essentially achieved even after implementation of the modification and the
and can be reasonably expected of the customer in the individual case. If the contract does not expressly provide otherwise, insignificant modifications exist in particular if
a) outdated or unusual file formats, third-party software or technical systems (e.g. browsers) are no longer supported by the
browser) are no longer supported by the WOONIG platform and the apps;
b) non-essential functions are modified, replaced or switched off on the WOONIG platform and the apps, such as in particular updating, adding or switching off apps;
c) user interfaces on the WOONIG platform are updated or modified in terms of design (changes in shape, colour and dimensions, navigation logic); and/or
d) requirements for the customer's systems and connection are updated.
§3 Only insofar as it is a not insignificant modification of the WOONIG platform, the services and/or the documentation at the expense or to the disadvantage of the customer, the customer is entitled to terminate the relevant service in writing for good cause. In this case, Woonig AG shall reimburse the customer pro rata temporis for all licence fees already paid in advance for the remainder of the operating phase from the date of termination. Paid services rendered will not be reimbursed by Woonig AG.
§4 Cancellation of the contract by the client must take place within the terms of use of four (4) weeks after implementation of the significant modification of the WOONIG platform, the services and/or the documentation at the expense or to the detriment 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 of receipt of the effective cancellation by Woonig AG.
§5 Should the customer request extensions, modifications or adaptations of a service after conclusion of a contract (change request of the customer), Woonig AG will examine and categorise this request.
§5.1 If the request is a software error or a standard function expected according to the scope of
standard function, the processing of the change request will be carried out by Woonig AG free of charge.
§5.2 If the enquiry is a function not provided for in the standard, the implementation can be provided by Woonig AG in accordance with the requirements of the customer and approval of the change request by Wonnig Product Management for a fee. Woonig AG will announce and offer the details before execution.
§6 If the customer decides to utilise additional services from a third-party provider or to contractually integrate a partner of the customer, Woonig AG assumes no liability for an error or failure of the WOONIG platform caused by this. The customer is not entitled to a reduction in fees in this context. Woonig AG may deny access to the WOONIG platform to any such third party that, in Woonig AG's sole discretion, poses a security or other risk to Woonig AG's systems, data or intellectual property access to the WOONIG platform.
§7 If the client receives access to a free (free of charge) service from WOONIG during the term of the contract, the client recognises that Woonig AG (i) is not obliged to provide support services in this regard; and that Woonig AG (ii) can discontinue the provision of this free service at any time.
§8 Woonig AG may give the customer access to "beta functions" expressly designated by Woonig AG
"beta features" (services, features or apps that are not generally available and have not been validated and quality assured in accordance with Woonig AG's standard processes are referred to by Woonig AG as "beta features") and the client may accept this offer. This access to beta functions is intended to give the customer the opportunity to test the functions in its business operations and to give Woonig AG feedback on these tests.In order to use the beta functions, the customer may have to accept additional conditions from Woonig AG. The productive use of the beta functions is exclusively 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 Obligations of the customer to co-operate
§1 Unless Woonig AG has to provide individual preparatory services on the basis of an offer or individual contract, the customer itself is responsible for the immediate completion of the preparatory phase, in particular for the delivery of data, provision of interfaces or the configuration of the corresponding functions. This also applies if he hands over the implementation to a third party provider.
§2 The customer will provide Woonig AG with all data and content required for the provision of the services correctly, on time and - unless otherwise agreed - in one go. The customer assures Woonig AG that the customer's data and content are
a) are free of viruses, Trojans and similar elements which could damage the systems or software used by Woonig AG or its subcontractors for the provision of the services, and
and
b) are free from third-party rights, in particular third-party property rights.
§3 If partners of the customer are to be involved in the provision of the services (e.g. by receiving messages from users via WOONIG), the customer must independently obtain the legally required consents in order to be allowed to transmit the customer data and content necessary for the fulfilment of the services to the customer's partner. The customer shall conclude an agreement with the partner that regulates the processing of the data and the provision of services
by the partner within the framework of the data protection regulations and other legal requirements exclusively for the purpose of fulfilling this service.
§4 If third-party services are integrated as part of the joint launch of applications that the customer has commissioned directly, the third party shall be solely 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 third party's systems shall be agreed directly between the third party and the customer. If the third-party systems no longer function or do not function to the desired extent, this sub-function can be removed from the application on the WOONIG platform; a non-functioning of a third-party solution for which Woonig AG is not responsible - irrespective of the requirements of Woonig AG - can be cancelled. However, non-functioning of a third-party solution - regardless of whether it was introduced by WOONIG or by the customer - is never a reason for cancellation of the contract.
§5 The customer shall provide at least one contact person and at least one authorised support person
who can make binding decisions for the customer themselves at any time or bring them about directly.
directly at any time.
§6 If software or other tools are made available to the customer by Woonig AG, the customer must
always use the latest version and for this purpose must install all updates made available to him during the updates made available to him during the term of the contract immediately after they are made available. Updates are deemed to have been provided to the customer if the customer can access them either via a corresponding update
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 containing the update.
containing the update. The customer shall bear all risks arising from the continued use of old versions.
risks arising from the continued use of old versions.
§7 Woonig AG shall only provide all services in the languages expressly stated in the documentation.
languages in the contract. The customer shall provide permanent contact persons who speak this
language and can make or bring about direct decisions for the customer.
for the customer.
§8 The customer further warrants that it will process all personal data provided by it in
in accordance with all applicable data protection laws, rules and regulations.
and will maintain, process and handle it.
§9 The customer is obliged - in particular also in the case of its own domain - to observe the current
IT security standards, in particular he is obliged to use all passwords and passwords,
passwords used to access the WOONIG platform on a regular basis.
§10 If the customer becomes aware that an unauthorised third party has obtained knowledge of a
password, the customer must inform Woonig AG immediately and change the affected
affected password immediately.
§11 Special sources of danger that cannot be influenced by Woonig AG must be
be eliminated by the customer on his own responsibility. This includes in particular the use of programmes, drivers or other tools downloaded from the Internet, as well as the execution of applications that circumvent the security mechanisms of Woonig AG.
§12 The customer is responsible for the IT infrastructure used to utilise the WOONIG platform and for the additional backup of its 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. The Chrome browser is required as a web browser.
§13 The customer is responsible for its uninterrupted connection to the WOONIG platform for the duration of the contract, including the necessary sufficiently fast Internet connection. The customer must ensure that a complete and error-free remote data transmission for the use of the WOONIG platform and a complete and error-free receipt of data for the proper use of the WOONIG platform and fulfilment of other contractual obligations of Woonig AG is guaranteed.
§14 Woonig AG has the right to list the customer as a "customer" in customer lists and on the website or on social media and, after consultation, to name the customer's contact persons as a reference.
reference after consultation.
1.5 Support conditions
§1 The WOONIG support services included in the user licences relate to software errors, faulty services or functions and the resulting consequential problems within the WOONIG platform.
§2 Other support services, e.g. support for self-configuration by the customer, setup by the customer, training, coaching, etc. are offered according to the customer's respective needs on the basis of separate offers or individual contracts for a fee.
§3 Woonig AG shall provide 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.
§4 Employees authorised to provide support can, in accordance with the support conditions
submit fault reports and receive responses or solutions from Woonig AG.
§5 Fault report means any report of a fault by a support authorised person by e-mail to support@woonig.com or via the public support channels.
§6 User application problems due to incorrect operation are not faults.
§7 Troubleshooting may consist of a software update or any workaround or workaround solution that is reasonable for the customer and which essentially eliminates the effects of the malfunctions, at least temporarily.
§8 Target response time is the period of time targeted by Woonig AG which lies between the fault report and a confirmation of receipt including an initial fault categorisation by Woonig AG.
§9 Target solution time is the period of time targeted by Woonig AG between the first fault categorisation by Woonig AG and a possible fault solution.
§10 Support can only be contacted via the e-mail address support@woonig.com or via the public support channels. The customer is not entitled to the assignment of a dedicated support employee of Woonig AG, unless expressly stated otherwise in the offer or separate agreement.
§11 The processing of support reports is carried out exclusively during Woonig AG business hours.
§12 A support report must contain the following minimum information:
a) Description of the fault, including the time and place of its occurrence
b) Effects of the fault; circumstances of the occurrence including the system environment used and the
system environment and the operating steps immediately preceding the occurrence of the fault.
operating steps immediately preceding the occurrence of the error
c) Indication of which authorised support person is available for queries
§13 Woonig AG prioritises support messages from the customer according to the order in which they are received and the type of incident. Depending on the categorisation of an incident, Woonig AG reacts as follows to transmitted
support cases:
Fault category: High
The WOONIG platform cannot be accessed or a
cannot be accessed, or a selected function or
application is not functional.
Target response time: 4 hours
Target resolution time: 24 hours
Fault category: Medium
The WOONIG platform is in operation, essential functions or
functions or applications are not available
correctly available.
Target response time: 8 hours
Target resolution time: 48 hours
Fault category: Low
Functions of the WOONIG platform,
applications are faulty but functional. There are
workarounds exist.
Target response time: 16 hours
Target resolution time: Next update,
release
§14 Woonig AG categorises faults on the basis of a proper support report and the information provided there by the customer. Decisive for the categorisation is the existence of the characteristics and descriptions of the fault specified in the support report. Woonig AG will confirm receipt of a support request to the customer within the target response time and communicate the fault categorisation at least in text form.
§15 If the effects of the fault change or if it reaches a higher priority level, the customer must inform Woonig AG of this immediately. Woonig AG is entitled to re-categorise at any time.
§16 A legal claim to problem solving or elimination of faults within a time frame specified by the customer does not follow from the support conditions.
§17 In addition to the duties to co-operate specified in the WOONIG General Terms and Conditions of Business and Use, the customer shall have the following duties to co-operate within the scope of support
obligations to co-operate:
a) The customer must name a sufficient number of authorised support personnel, but no more than a total of 2 authorised support personnel, to ensure that these (i) are sufficiently competent in dealing with the WOONIG platform, in particular to fulfil the customer's subsequent obligations to cooperate, (ii) can make decisions for the customer or bring them about immediately.
b) At the request of Woonig AG following a fault report, the customer shall provide all relevant information that is necessary or helpful for reproducing or resolving the fault.
1.6 Warranty
1.6.1 Liability for defects for the WOONIG platform
§1 The WOONIG guarantees that the WOONIG platform provided corresponds to the contractually agreed specifications and is free from defects in material and workmanship.
§2 The customer undertakes to notify the provider in writing of any defects or non-conformities in the WOONIG platform immediately after such defects are discovered or could reasonably have been discovered.
§3 The Provider shall have the right to take reasonable measures to rectify and
rectification of defects. For this purpose, the customer shall grant the provider appropriate access rights to the systems and data used for the provision of WOONIG services.
§4 If the WOONIG platform does not meet the contractually agreed specifications and this defect has a significant impact on the use of the services, the provider shall, at its own discretion, either
a) remedy the defect within a reasonable period of time, or
b) offer the customer an alternative solution that meets the contractually agreed specifications.
agreed specifications.
§5 The customer recognises that certain defects or interruptions may occur due to
maintenance work, third-party services or force majeure. In such cases, the Provider is released from the warranty for the duration of such circumstances.
§6 Any warranty claims of the customer are limited to the measures described in this clause. Further warranties, in particular those beyond those expressly mentioned in this clause, are excluded unless they are expressly agreed in writing.
§7 Assurances and/or guarantees are only given by Woonig AG if these are made in writing by the management of Woonig AG and are expressly labelled as "assurance" or "guarantee".
§8 Woonig AG acts as the operator of the WOONIG platform, via which AddOn partners can offer their services. If the customer utilises the services or offers of an AddOn partner via their app, no contractual relationship shall arise between Woonig AG and the customer. Woonig AG provides no guarantee for the quality of service of the AddOn Partner and is not liable for damages arising from the provision or non-provision of these services. Any liability of Woonig AG for indirect, consequential or non-contractual damages is excluded.
§9 Woonig AG shall not be liable for damage caused by chance, force majeure or third parties. The customer undertakes to make it clear that Woonig AG bears no responsibility for contractual relationships between users and AddOn partners and accepts no liability for their services.
1.6.1 WOONIG availability
§1 The WOONIG platform and its applications are available to the customer and/or users for an average of 95% of an operating year. The platform is generally available 365 days a year, 24 hours a day, unless
a) Scheduled maintenance windows after timely advance notice of 24 hours (during business hours) or 1 hour (outside business hours) for maintenance, data backup and software/hardware maintenance;
b) Unavailabilities that have not been reported by the customer in accordance with the WOONIG Support Terms; unavailabilities caused by systems, networks of the customer or third-party providers that are outside the WOONIG Terms of Use (e.g. Internet service providers); or
c) unavailability due to uncontrollable circumstances beyond the direct control of Woonig AG.
§2 Woonig AG guarantees the WOONIG platform availability only during the paid operating phase. If this availability is not achieved, the customer shall be entitled to a credit note in the amount of two per cent (2%) of the ongoing fees incurred during the paid operating phase for the month in question, for each per cent (1%) (or part thereof) by which Woonig AG fails to achieve this availability, up to a maximum of one hundred per cent (100%) of the fees for the month in question.
§3 This shall be the customer's sole and exclusive remedy in the event of such non-fulfilment of the relevant contract. Claims for reimbursement under this clause must be made by the customer at least in text form within two (2) weeks after the end of the relevant period.
1.7 Liability
§1 In all cases of contractual and non-contractual liability arising from and in connection with one or all services, Woonig AG shall only pay damages or compensation for futile expenses in accordance with these Terms of Use and only in the event of fault, and only to the extent specified below:
a) Woonig AG is only liable in the full amount in the case of intent, in the case of gross negligence and in the absence of a quality for which Woonig AG has given an express guarantee, only in the amount of the foreseeable damage that was to be prevented by the breached obligation or the guarantee;
b) in other cases: the liability is limited per case of damage to 20% of the remuneration paid for the
affected month for the affected service, and in any month in total to a maximum of 50% of the remuneration paid for the affected month for the affected service, but no more than 100% of the remuneration paid for the affected month. The month concerned is the month in which the entitlement arose. Any credits after this period shall be offset against any claim for damages by the customer.
c) Liability for indirect damages and loss of profit is generally excluded.
§2 The defence of contributory negligence (e.g. due to breach of duties to cooperate) remains unaffected. The limitations of liability in accordance with 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 compensation for futile expenditure in the case of contractual and non-contractual liability. The limitation period begins in accordance with the statutory provisions. It shall commence at the latest five (5) years after the claim arises. The provisions of sentences 1 to 3 of this paragraph shall not apply to liability for intent or gross negligence or for personal injury or under the Product Liability Act.
1.8 Confidentiality obligation
§1 The use or reproduction of confidential information is only permitted within the scope of the purpose of the contract. Copies of confidential information of the other party shall remain the property of the other party and must contain all confidential references and notes. Both parties undertake to protect the confidential information of the other party appropriately and to make it accessible only to authorised persons.
1.9 Feedback from the customer
§1 The customer may submit comments on Woonig AG services, including suggestions for further development and utilisation assessments. This "feedback" is considered confidential
information of Woonig AG. The customer grants Woonig AG a licence to use, publish and pass on the feedback.
2. terms of use
§1 The WOONIG Terms of Use apply to the free namespace in the demo version as well as to the namespace in the productive version for which a charge is made.
§2 Woonig AG makes the WOONIG platform available to the customer for the duration of the fee-based use within the framework of WOONIG availability, so that the customer can provide users with services for use of the same during this period in accordance with the WOONIG terms of use. The customer's right to use WOONIG applies to the administrative units activated in the system by the customer.
activated in the system.
§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 customer-specific developments.
developments.
§5 Woonig AG shall not transfer any ownership or utilisation rights to the WOONIG platform and/or the customer-specific developments to the customer. All rights that are not expressly granted to the customer in deviation from the WOONIG General Terms and Conditions of Business and Use are reserved by Woonig AG.
§6 When using the WOONIG platform, services and/or additional services, the customer is prohibited from
a) copying, translating, disassembling, decompiling, reverse engineering or otherwise modifying these
otherwise modifying these services or parts of the WOONIG Terms of Use;
b) transmitting or linking to any content or data that is unlawful, unfair, harmful, threatening, malicious, infringing, harassing, tortious, defamatory, vulgar, obscene or offensive, invasive of a third party's right to privacy or personality, hateful or discriminatory towards any race or ethnic group, or otherwise objectionable;
c) violating the rights of third parties, in particular the property rights and copyrights of third parties;
d) interfering with or disrupting the software, systems or networks through which these services are hosted or operated;
e) sub-licensing, licensing, selling, lending, renting, outsourcing or otherwise making 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;
f) providing or making available links, hypertext (URL [Universal Resource Locator] addresses) or similar elements (with the exception of a "bookmark" in a web browser) on the WOONIG platform;
g) the circumvention of user authentication or security features of the
WOONIG Platform and/or the Applications;
h) Using an application programming interface (API) to access the WOONIG Platform other than that provided by Woonig AG;
i) using the WOONIG Platform or the Applications in any manner that violates any applicable local, state, federal, international or foreign laws or regulations;
j) or authorising a third party, other than the rights granted to users in accordance with the provisions of the WOONIG Terms of Use, to use the passcodes and passwords issued to or selected by the customer to access WOONIG.
§7 The WOONIG Platform may contain links to third-party websites and the content provided there by third parties. Furthermore, the WOONIG platform, the apps, the industry solutions and plans may contain content and functions provided by third parties. Insofar as Woonig AG has indicated to the customer that this content and functions originate from third parties, Woonig AG provides this content on WOONIG without warranty of any kind and Woonig AG assumes no liability with regard to the accuracy or completeness of this content.
§8 Woonig AG is entitled to refuse or discontinue services individually, partially or in total, in particular to deactivate all user names, passwords and passwords of the customer on the WOONIG platform, on the applications, if or to the extent that
a) there is a material breach of contractual or other obligations by the customer, which is not remedied by the customer within seven (7) days of receipt of a request from Woonig AG, at least in text form, in accordance with the WOONIG General Terms and Conditions of Business and Use, or
b) this is necessary for reasons of public safety, the safety of network operation, the
maintaining the integrity of the network, the interoperability of the services, data protection or to combat illegal, unfair or immoral content, or
c)
there are concrete indications that the customer is in breach of one of its obligations under the WOONIG General Terms and Conditions of Business and Use; or
d)
the continued use of the WOONIG platform by the customer and/or user, in particular data of the customer or the user or content provided by them, which could impair the WOONIG platform (including the systems used to provide WOONIG), harm other customers of Woonig AG or lead to a violation of applicable law or the rights of third parties.
e) An obligation on the part of Woonig AG to check or monitor the data of the customer and/or the user or the content provided is not established by this clause. Woonig AG is additionally authorised to remove or delete illegal, unfair or immoral data and content.
3. contract & contractual conditions
3.1 Introduction
Woonig AG provides services for the platform user as a software as a service provider in the area of cloud solutions based on the contractual relationship in accordance with the Woonig Terms of Use and Contract.
This contract defines the subject matter, conclusion of the contract, invoicing, remuneration, commencement, duration and termination of the contract.
3.2 Subject matter of the contract
§1 This contract governs the relationship between Woonig AG and customers (hereinafter referred to as "customer") for the use of the Woonig software (hereinafter referred to as "WOONIG" or "WOONIG platform").
§2 A customer is any natural or legal person who has registered for the WOONIG platform. The customer can register users (hereinafter referred to as "users") for WOONIG, who can use WOONIG in accordance with the rights granted to them by the customer.
3.3 Conclusion of contract
§1 The provisions described in Section 3 shall apply as soon as the customer has opened or commissioned a namespace in the productive version that is subject to a charge.
§2 The clauses listed in this document, as well as the Woonig AG data protection provisions and the agreed conditions/prices in accordance with the accepted offer from Woonig AG or, in the case of self-registration without an offer, the current price list, form part of the contract.
§3 Ancillary and additional agreements to this contract require at least the text form and an express reference to a relevant offer or individual contract in order to be effective.
§4 Assurances and/or guarantees are only given by Woonig AG if these are made in writing by the management of Woonig AG and are expressly labelled as "assurance" or "guarantee".
§5 Woonig AG provides preparatory and additional services agreed in the contract as a service and not as work performance, unless the offer or the individual contract expressly provides otherwise.
§6 If Woonig AG provides preparatory services, then Woonig AG shall always operate the WOONIG platform and applications implemented on it subject to successful completion of all preparatory services, i.e. subject to successful set-up, successful configuration of WOONIG and/or the applications and subject to timely and correct delivery of data and/or content by the customer.
§7 If Woonig AG offers the customer several/different services at separate prices, which can be allocated to the respective services (individual prices), a legally independent individual offer or individual contract exists for each of these services in case of doubt.
3.4 Billing/ Remuneration/ Invoicing
§1 WOONIG billing is based on activated administrative units in the namespace of the productive version, which were activated on the platform by the customer (or on behalf of the customer).
§2 The administrative units shall be invoiced periodically on a flat-rate basis (in accordance with the offer, individual contract and/or order confirmed by Woonig AG). The invoices can be viewed in the system under "Invoices" and are also communicated by email. Management units can be added/activated and removed/deactivated at any time. The number of management units according to the offer or the recorded and activated management units in WOONIG are relevant for invoicing.
administrative units in WOONIG.
§3 Namespaces in the demo version are free of charge for interested parties for a limited period of time. After expiry of the demo period, the namespace can be converted into a productive version for which a charge is made. If this is not done, the demo namespace will be deactivated and all data deleted.
§4 "Pay per use billing" - The service can be cancelled at any time without incurring additional costs. The customer undertakes to pay the fee for the WOONIG platform, as set out in the current price list and the agreements contained in this document. The "pay per use" fee is higher than the flat-rate billing.
§5 "Flat-rate billing" - Flat-rate billing has a term of 24 months. The service can be cancelled at the end of the month after the 24-month term. In the event of early cancellation, 50% of the agreed flat rate for the remaining term will be due.
§6 Preparation services are charged separately according to the offer. Without an offer, the preparatory services will be charged at cost in accordance with the written order.
§7 Woonig AG is authorised to adjust the price list unilaterally with a notice period of 3 (three) months. If the customer does not agree with the price adjustment, he is entitled to premature cancellation of the contract as of the date of the price adjustment, whereby the cancellation must be made in writing and with a notice period of 3 (three) months.
§8 All invoices are to be paid by the customer strictly net within 10 days of the invoice date to the account specified by Woonig AG. The invoices can be found directly in the system under "Invoices". Invoices that are not objected to in writing within the payment period are deemed to be recognised. Woonig AG is entitled to charge the statutory default interest on all outstanding payments after expiry of the payment deadline without a reminder.
without reminder. The invoicing and payment modalities are an integral part of this contract.
3.5 Commencement, duration and termination of the contract
§1 The contract is concluded between the contracting parties in accordance with "Section 3.1 of this document. It shall be automatically extended after expiry of the minimum contract term by 12 months in the case of "flat-rate billing" and by one month in the case of "pay per use", provided the namespace is activated in the productive version on the WOONIG platform.
§2 The service begins at the time the namespace is activated in the productive system.
§3 By deactivating the namespace in the productive version on the WOONIG platform, the contract is terminated and the data is irrevocably deleted after the agreed and/or statutory retention period.
§4 The deactivation of the namespace in the productive version on the WOONIG platform can only be carried out by the administrator of the customer's namespace or by a written instruction to Woonig AG from an authorised employee of the customer.
§5 The contract can be cancelled by Woonig AG at any time with 30 days' notice to the end of the month.
notice period to the end of the month, for an important reason for which Woonig AG is not responsible. Good cause exists in particular in the event of unlawful use or if the customer does not make payment in the event of default of payment even after the setting of a final, reasonable payment deadline with the threat of cancellation.
§6 At the end of the contract, the customer's access to the services shall in particular be cancelled and the data irrevocably deleted. The customer's data can be downloaded by the customer in advance.
§7 Further post-contractual services by Woonig AG not provided for in this contract are only owed if and insofar as they are explicitly agreed between the parties.
4. order processing contract
4.1 Introduction
Woonig AG provides services for the platform user based on the contractual relationship in accordance with the Woonig Terms and Conditions of Use and Contract, as well as services as a software as a service provider in the area of cloud solutions. This contractual addendum enables the parties to fulfil their obligations under the applicable data protection law, in particular Art. 28 GDPR.
4.2 Information on data processing
4.2.1 Data collection, processing and utilisation
§1 Personal data is recorded by the WOONIG platform user via interface import or by manual entry. The data is only available to the respective user.
§2 No particularly sensitive personal data is processed via the standard interface import.
4.2.2 Purpose of data collection, processing and use
§1 Personal data is only used for specific purposes. The data is used exclusively for interaction and communication within the Woonig services between the user and the user as well as for the purpose-related commissioning of service providers of the user (contract processors) for which they have been provided or for the use and disclosure of which the user has given their consent or for which legal permission has been granted.
§2 The master data, transaction data, content data and system usage data are used
used exclusively to ensure the use of the services and to be able to contact the user where permissible and necessary. WOONIG uses the user e-mail address(es) to inform users about matters relating to their account and to provide users with news about changes and enhancements to the services and the WOONIG offering and/or to send notifications from the platform, provided the user has not objected to receiving such information.
§3 Usage data collected as part of your use of the services and the insights gained from this about how users use the platform are used to provide, maintain, protect and improve services and offers.
§4 WOONIG makes the data generated by users and users available in the designated places. In the case of this data, it is entirely up to the user whether and which data they provide. WOONIG protects this data technically.
4.2.3 Type of data
§1 The categories of personal data that are collected, processed or used are listed below processed or used are listed below:
● Personal master data: First name, surname, home/correspondence addresses,
● Contact and communication data: E-mail, telephone number
● as well as data provided by the user themselves when registering and using the services
● Transaction data: Data collected through the use of the WOONIG services by the user
or user, such as tickets/messages, orders, etc. .
● Content data: Data that the user enters/sets voluntarily when using the services, for example
voluntarily, for example: Content such as texts, publications, documents, photos
etc.
● System usage data: Data that is used to maintain and improve the services
improve the services: Data about your end device (operating system, hardware model, browser),
Log data (IP address, system activity, browser properties), location data
(activities recorded in our system are linked to IP addresses and converted into high-level
decoded into high-level location data of country, region and city. Precise data about
locations are not recorded), cookies/tokens, the functions used by the user
of the WOONIG services, information from web analysis tools
§2 The duration of the order processing is based on the term of the underlying contract and can only be cancelled together with this contract, either ordinarily or extraordinarily.
4.2.4 Place of data processing
§1 The processing of data takes place exclusively in Switzerland or in a member state of the European Economic Area (EEA).
§2 The transfer of personal data to a third country or to an international organisation requires the prior consent of the platform user. In any case, this may only be granted if the special requirements of Art. 16 para. 2 lit. b and d FADP and Art. 44 to 50 GDPR are met.
4.3 Obligations as a processor
§1 Woonig AG and its subordinates who have access to the personal data will process the personal data exclusively on the instructions of the controller, unless they are legally obliged to do so.
§2 Woonig AG shall keep a record of the processing activities it carries out.
§3 Woonig AG shall carry out data processing by means of suitable technical and organisational
organisational measures in accordance with Art. 32 GDPR.
§4 Woonig AG shall support the platform user as far as possible so that he can fulfil his obligations with regard to the rights of the data subjects in accordance with Art. 16 to 20 GDPR and Art. 32 to 36 GDPR.
§5 Woonig AG shall use the personal data provided for processing only for the agreed purposes.
§6 Woonig AG undertakes to treat all personal data processed within the scope of the contractual relationship confidentially. This obligation shall remain in force even after termination of the contract.
4.4 Data security
§1 Woonig AG makes every effort to protect WOONIG and the users of its services from accessing the data stored by WOONIG without authorisation, or from it being changed, passed on or destroyed.
§2 In order to guarantee this objective, Woonig AG uses a variety of technical and organisational measures so that the processing complies with the requirements of the applicable data protection laws (in particular Art. 28 GDPR) and guarantees the protection of the rights of the data subjects.
§3 The measures ensure that the risks to the rights and freedoms of the data subjects are appropriate and provide protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
§4 Unauthorised persons shall be denied access to data processing systems with which personal data is
are processed (access control). It is prevented that
data processing systems can be used by unauthorised persons (access control).
§5 It is ensured that those authorised to use a data processing system
authorised persons can only access the data subject to their access authorisation and that personal data cannot be read, copied, changed or removed without authorisation during processing (access control).
§6 It is guaranteed that personal data will not be read without authorisation during electronic transmission or
during their transport or storage on data carriers cannot be read, copied, altered or removed without authorisation, and that it is possible to check and establish to which bodies the transmission of personal data is intended (onward transmission control).
§7 It is ensured that it is possible to subsequently check and establish whether and by whom personal data has been entered into, modified or removed from data processing systems (input control).
§8 It is ensured that personal data is protected against accidental destruction or loss (availability control).
§9 It is ensured that data collected for different purposes can be processed separately (separation control).
4.5 Subcontracted processors
§1 Woonig AG is authorised to engage subcontractors at its own discretion, provided this is permitted under the applicable data protection laws or you have given your consent.
§2 Woonig AG will ensure that the subcontractors are contractually obliged to comply with the applicable data protection requirements, in particular to implement adequate technical and organisational measures to ensure compliance with data security and data protection.
4.6 Support and information obligations
§1 Woonig AG shall inform the platform user immediately of any disruptions, violations, irregularities or breaches of data security and related circumstances (including investigations and measures by the supervisory authority) without disclosing them to third parties in advance.
§2 Woonig AG shall also inform the platform user immediately if the provisions of this contract or instructions in connection with it cannot be complied with, unless Woonig AG is legally prevented from informing accordingly.
§3 Woonig AG shall also support the platform user appropriately in the fulfilment of all rights of the person affected by data processing (e.g. information) and in the fulfilment of special obligations (e.g. reports of data security breaches).
§4 Woonig AG shall respond promptly and properly to all enquiries from the platform user in connection with the processing of personal data. If the partner's answers are not sufficient to prove compliance with the legal and contractual obligations, the platform user is authorised to carry out checks (including inspections) at Woonig AG itself or through commissioned auditors at its own expense.
4.7 Correction, restriction and deletion of data
§1 Woonig AG may not correct, delete or restrict the processing of the data processed by it without authorisation, but only in accordance with documented instructions from the platform user. If a data subject contacts Woonig AG directly in this regard, Woonig AG will forward this request to the platform user without delay.
§2 Copies or duplicates of the data may only be made with the consent of the platform user. Excluded from this are backup copies, insofar as they are necessary to ensure proper data processing, as well as copies that are necessary with regard to compliance with statutory retention obligations.
§3 Upon completion of the provision of the processing service, Woonig must return all documents
Woonig must, at the user's discretion, either delete or make available to the user for download in a structured, common and machine-readable format all documents, processing and utilisation results as well as data pertaining to the processing contract that have come into its possession; this is subject to a statutory retention obligation (see para. 2 above). The log of the deletion must be presented on request and stored permanently.
§4 Documentation that serves as proof of proper data processing in accordance with the order must be retained by Woonig AG beyond the end of the contract in accordance with the respective retention periods.
4.8 Contract duration and termination
§1 This contract is only concluded in connection with WOONIG use and the associated WOONIG terms and conditions of use and contract between the contracting parties.
§2 The contract is terminated by deactivating the company account (namespace) in the productive version on the WOONIG platform.
§3 The deactivation of the company account (namespace) in the productive version on the WOONIG platform can only be carried out by the administrator of the company account (namespace) and must be confirmed repeatedly by email (from the account admin) via a confirmation link.
5. final provisions
§1 Should parts of the WOONIG General Terms and Conditions of Business and Use or an offer or individual contract be invalid or void, this shall not affect the remaining provisions. The parties undertake to replace the invalid or void parts with economically equivalent, legally valid provisions.
§2 The offsetting of any claims of one contracting party against counterclaims of the other party requires the prior written agreement of the contracting parties. Ancillary and additional agreements to this contract must at least be in text form and make express reference to the relevant offer or individual contract in order to be valid.
§3 This contract and any amendments and additions must be made in writing in order to be valid. This formal requirement can only be waived by written agreement.
§4 Notices intended for the exercise of rights and obligations arising from this contract must be sent to the contracting parties in writing, by letter or e-mail, followed by written confirmation.
§5 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 good cause.
§6 This contract shall be governed by Swiss law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 and to the exclusion of the conflict of laws.
§7 If, despite the efforts of the contracting parties, no amicable agreement can be reached, the ordinary judge at the registered office of Woonig AG shall have exclusive jurisdiction to decide all disputes arising from or in connection with this contract, subject to the right of Woonig AG to sue the customer at its registered office.
TERMS OF USE
