General Terms and Conditions (GTC) of Soomz AG
1. Scope of application
These General Terms and Conditions (GTC) apply to the use of this website as well as to all products, services and software offered by Soomz, unless a different contractual agreement has been expressly made.
By using our offerings, you acknowledge that you have read, understood, agree to, and are legally bound by these GTC.
Soomz reserves the right to update these Terms at any time. The amended terms and conditions shall become effective upon their publication on the website.
2. Use of this website
You may browse the Website at your discretion. However, you agree not to use this Website in any manner that harms, disables, interferes with, or imposes an unreasonable load on the Website and/or its hosts, servers, networks, systems, or other users. You further agree that you will not attempt to access any data that is not intended for you or log into any server or account for which you are not authorized to access, and that you will not probe, scan or test the vulnerability of any system or network associated with the Site without proper authorization. Access to password protected or otherwise secured areas is permitted only to authorized users.
3. Limitation of liability for the website
The content on this website is kept up to date by Soomz to the best of its ability, but no representation, warranty or liability is made as to the accuracy of the information provided. This website contains links to external websites. Visiting these linked websites is at the visitor’s own risk. Soomz accepts no liability for the content of external links. The operators of the linked websites are solely responsible for their content.
4. Copyright for website content
Contents and trademarks are intellectual property of their respective owners. No rights whatsoever are granted by Soomz or third parties whose intellectual property is displayed on the website to any content on the website without a written agreement. The use for own purposes is expressly prohibited.
5. Use of Soomz software (login area)
Purpose of the software solution:
We provide a SaaS (Software as a Service) service to our customers, which is aimed at improving IT security.
Subject of the software contract:
– Provision of software for use via the Internet
– Storage and processing of customer data (data hosting).
Offer of use of the software:
– Soomz shall provide the Customer with a software solution in the respective current version for use against payment for the duration of this Agreement. For this purpose Soomz stores the Software on a server which is accessible to the Customer via the Internet.
– Soomz continuously develops the Software and will improve it by updates and upgrades. The respective current scope of functions results from the service description on the Soomz website.
– Soomz continuously monitors the functionality of the Software and eliminates software errors to the extent technically feasible. An error exists in particular if the Software, does not fulfill the functions specified in the service description, delivers incorrect results or does not function properly in any other way, so that its use is impossible or significantly restricted.
– Soomz grants the Customer the non-exclusive and non-transferable right to use the Software as intended for the duration of the Agreement within the scope of the SaaS Services.
– The customer may neither duplicate nor edit the software, unless this is expressly permitted in the current service description on the website. In particular, it is prohibited to install the software, even temporarily, or to store it on data carriers of the hardware used by the customer (except for RAM).
– The customer is not entitled to make this software available to third parties against payment or free of charge.
– The Customer undertakes to structure any contractual relationships it may have with third parties in such a way as to prevent any gratuitous use of the Software by third parties.
– Soomz shall provide the Customer with a defined storage space on a server for the storage of its data.
– Soomz shall ensure that the stored data can be accessed via the Internet within the scope of the technical possibilities.
– The Customer is not entitled to transfer this storage space to a third party for use in part or in full, against payment or free of charge.
– The Customer undertakes not to store any content on the storage space, the provision, publication and use of which violates applicable law or agreements with third parties.
– Soomz is obliged to take appropriate and reasonable precautions against data loss and to prevent unauthorized access of third parties to the Customer’s data within the scope of technical possibilities. For this purpose Soomz may make regular backups, check the Customer’s data for viruses and install firewalls.
– In any case, the Customer shall remain the sole owner of the Data and may therefore request Soomz to return any or all of the Data during the term of the Agreement without any right of retention by Soomz. The Customer shall not be entitled to the software suitable for the use of the Data.
– After termination of the Agreement, the Customer shall be entitled for a period of one month (from the termination date) to demand the surrender of its Data subject to the provisions of these GTC above. Soomz is not obligated to store Customer’s data on its premises beyond this period.
Support & Customer Service:
Soomz will respond to Customer’s inquiries regarding the Software and other SaaS Services within normal business hours, as soon as possible after receipt of the respective question.
Impairment of Accessibility:
– Adjustments, changes and additions to the SaaS Services as well as measures serving to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is required for technical reasons.
– Monitoring of the basic functions of the SaaS services shall take place on a weekly basis. Maintenance of the SaaS services is generally carried out from Monday to Friday from 08:00 to 19:00 Swiss time. In case of serious errors (the use of the SaaS services is no longer possible or significantly limited), the maintenance is usually performed within one week from the date of knowledge. Soomz will notify the Customer about the maintenance and will perform it as soon as possible.
Obligations of the Customer:
– The Customer is obliged to prevent unauthorized access to the Software by third parties by taking appropriate precautions. For this purpose, the Customer shall, to the extent necessary, instruct its employees to comply with copyright law. In particular, the customer shall instruct its employees not to make any copies of the software or to pass on any access data to third parties.
– The customer himself is responsible for the input and maintenance of his data and information required for the use of the SaaS services.
– The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
– When using the SaaS services for the first time, the customer must generate a user ID and password himself, which are required for further use of the SaaS services. The Customer is obliged to keep the password secret.
– The Customer shall immediately notify Soomz of any unauthorized access or other attacks on the security.
– Customer shall take all measures reasonably necessary to maintain or improve the security of the Data, Software and network connections.
The pricing models are always available on the Soomz website and may be adjusted by Soomz at any time after the expiry of the agreed usage period. The Customer undertakes to pay the agreed price prior to use.
– Soomz warrants the functional and operational readiness of the SaaS Services in accordance with the provisions of these GTC.
– The Customer undertakes to indemnify Soomz against all claims of third parties based on the data stored by him and to reimburse all costs incurred by Soomz due to possible infringements.
– Soomz shall be entitled to immediately block the storage space if there is a reasonable suspicion that the stored data is illegal and/or infringes third party rights.
– Within the scope of the legal provisions, Soomz excludes any liability towards the Customer and third parties in particular for the fulfillment of its contractual and non-contractual obligations as well as for the loss of data and loss of profit. This exclusion of liability also applies to any damage caused directly or indirectly by the use of the Soomz Software.
– By using the Soomz Software, the Customer declares and accepts that he/she is capable of acting in the name of the organization indicated by him/her in the legal and economic sense as well as that he/she is expressly authorized to represent this organization. Soomz shall not be liable for any misuse.
– In all cases, regardless of the basis of liability, Soomz’s liability shall be limited to the amount of the monthly access fees in the twelve months preceding the occurrence of the damage.
Term and Termination:
– The contractual relationship begins with the application and registration by the customer.
– The term of the contract is at least 12 months and will be automatically extended for another 12 months without notice up to 10 days before expiration.
– The immediate termination of the contract for cause remains reserved.
– Soomz undertakes to maintain secrecy about all confidential processes that come to its knowledge in the course of the preparation, execution and fulfillment of this contract and not to disclose this information to outside third parties without the authorization of the Customer. This shall apply vis-à-vis any unauthorized third party, unless the disclosure of information is necessary for the proper fulfillment of legal obligations by Soomz or is part of the Software Solution.
– The Customer authorizes Soomz to publicly name the Customer as a reference and to use general information about the agreed contract in an appropriate way for marketing and sales purposes.
Intellectual Property Rights:
All Intellectual Property Rights in the Services, the Software, the Website and the documentation relating to the Services shall remain the property of Soomz.
– All notifications shall be sent in writing to the addresses indicated during the Customer’s registration or on the Soomz website, unless a stricter form is mandatory in this Agreement or by law. The sending via e-mail shall satisfy the written form requirement in each case. Notifications sent by Soomz to the e-mail address indicated by the Customer during the registration shall be considered as written notifications in any case.
– The contracting parties are obliged to inform the other contracting party immediately of any changes of address, in particular of the e-mail address, otherwise notices sent to the address last notified in writing shall be deemed to have been delivered with legal effect.
In the event that individual clauses of this agreement are wholly or partially invalid, any invalid provisions shall be reinterpreted, supplemented or replaced in such a way that the economic purpose pursued by the invalid provision is achieved. The same shall apply in the event that there are any loopholes in this agreement.
Jurisdiction & Choice of Law:
With regard to all legal relationships arising from this contractual relationship, the parties agree to the application of Swiss law to the exclusion of the provisions of international private law (IPR) and the uniform UN Convention on Contracts for the International Sale of Goods (CiSG). Zurich, ZH is agreed as the exclusive place of jurisdiction for all disputes arising in the course of the execution of this contractual relationship.
Zurich, August 29, 2023