INTRODUCTION
These General Conditions apply to all services and also to the complete or partial use of IT solutions developed or sold by TRANSCONNECTOR SA.
In principle, they govern relations between TRANSCONNECTOR, its Customers and Third Parties, save in express written exceptions. They annul and replace all verbal or written agreements that may have been made previously between the parties in this regard.
CLAUSE 1. DEFINITIONS
“TRANSCONNECTOR”: TRANSCONNECTOR SA, a company under Swiss law, the main corporate purpose of which is providing information technology services.
“Customer”: An individual person or legal entity contracting the services provided by TRANSCONNECTOR.
“Data”: all information of any nature whatsoever, particularly texts, translations, images, sounds, videos, etc. passing through information systems allowing the services provided by TRANSCONNECTOR to be used.
“Services”: All of the services provided by TRANSCONNECTOR.
“Information system”: data and programs under the influence of TRANSCONNECTOR
“Third parties”: Any person or organization recognized as independent that is not part of the regular personnel of TRANSCONNECTOR.
“Browsers”: A piece of software used for viewing a website, defined as Firefox 4 and above, Safari 4 and above, Internet Explorer 8 and above, Google Chrome
“Client Materials”: All materials and items provided by the Client to TRANSCONNECTOR together with any software or computers systems use and/or operated by the Client to which access is provided to TRANSCONNECTOR.
“Confidential Information”: Information which is marked as being confidential or which, from its nature, content or the circumstances in which it is provided, might reasonably be supposed to be confidential.
“Effective Date”: The date on which this Agreement is signed by both parties
“Hosting Services”: The services described in more detail in the hosting services agreement concluded between the Client and a third party hosting services provider
“Initial Term “: Has the meaning given to it in the Services Schedule
“Intellectual Property Rights”:
· copyright;
· patent rights;
· trade or service marks;
· design right;
· rights in or relating to databases;
· rights in or relating to confidential information; and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements
“Price and Payment Schedule”: The schedule attached to this Agreement with that title
“Purchase Contract”: The contract concluded between TRANSCONNECTOR and the Client for the purchase and supply of the Web Application
“Release”: Any new version or release of the Web Application that may add new functionality and may from time to time be made available to purchase from TRANSCONNECTOR and/or any relevant licensor
“Search Engines”: Commonly used web based engines for finding websites, including Google, Yahoo and Bing
“Services”: All services to be supplied by TRANSCONNECTOR under this Agreement as described in more detail in this Agreement
“Services Schedule”: The schedule attached to this Agreement with that title
“Support Fees”: The charges for the Services as described in more detail in the Services Schedule
“Support Hours”: Has the meaning given to it in clause 3.1
“Third Party Materials”: Has the meaning given to it in the Purchase Contract
“Update”: Any update to the Web Application and/or patch made generally available to licensees by TRANSCONNECTOR or any relevant licensor
“Web Application”: The software product described in more detail in the Purchase Contract [together with any Updates and/or Releases]
CLAUSE 2. SERVICES OF TRANSCONNECTOR
TRANSCONNECTOR provides services in the field of computing.
These services are principally: the development of applications and services associated with them.
The specific features of the different services are specified in the special contractual terms and technical descriptions.
CLAUSE 3. SPHERE OF OPERATION
TRANSCONNECTOR ensures that appropriate state-of-the-art support is provided for its information system under its sphere of influence. TRANSCONNECTOR corrects malfunctions that come under its sphere of influence, within an appropriate time limit, with the facilities which it reasonably has available.
Malfunctions, the cause of which is not found in its information system, may not be attributed to TRANSCONNECTOR and are for the account and are the responsibility of the Customer.
CLAUSE 4 . OBLIGATIONS OF THE CUSTOMER
Technological prerequisites
The Customer undertakes to use only the services of TRANSCONNECTOR in accordance with the recommended technological prerequisites.
Right of access
Rights of access to the Customer’s information system are the responsibility of the Customer. The Customer will be liable for all damage that may be caused to it, including damage by unauthorized third parties.
Security
The Customer takes state-of-the-art measures to prevent all unauthorized interference with its information systems including in particular the spread of computer viruses, worms, Trojan horses, logic bombs, etc.
Customer’s data
The Customer undertakes not to publish or transmit data which is contrary to law.
TRANSCONNECTOR may not be held liable for such data nor for data which the Customer receives or which Third Parties distribute or provide via the information systems.
CLAUSE 5. LICENCE
As a general rule, the user subscription of a software program from TRANSCONNECTOR enters into effect at the time the subscription is considered activated and/or paid.
· Activation of the trial subscription of a software program from TRANSCONNECTOR is non-exclusive and time limited. At the end of the trial period, the activation of a commercial subscription is required.
· Use of the test (beta) version of a TRANSCONNECTOR software program does not require the activation of a subscription.
All versions of TRANSCONNECTOR software programs are encrypted. If they should be deciphered, TRANSCONNECTOR is entitled to prohibit the use of the software and/or its subscription, without giving notice and without indemnity, and may claim damages if necessary.
CLAUSE 6. BILLING AND TERMS OF PAYMENT
General
The Customer undertakes to pay the amount invoiced not later than the due date mentioned on the invoice.
Overdue payment
If payment is not made on time, the Customer is in default without the necessity of a reminder being sent to it.
If the Customer fails to pay, TRANSCONNECTOR reserves the right to stop supplying its services without notice and without indemnity.
Offsetting
Customers may not offset accounts receivable of TRANSCONNECTOR with counterclaims.
Annulment or suspension of payment
In the event of a request for a reimbursement, annulment or suspension of payment by the Customer, TRANSCONNECTOR reserves the right to suspend the services provided with immediate effect.
CLAUSE 7. CHARGES
The scale of charges can be obtained from TRANSCONNECTOR, which reserves the right to alter them at any time.
CLAUSE 8. DATA TRANSMISSION
No assurance or guarantee will be given regarding availability, quality, operation, format, time taken or assistance for the transmission of data by the Customer and by Third Parties when using the services provided by TRANSCONNECTOR.
CLAUSE 9. LIABILITY OF TRANSCONNECTOR
To the extent permitted by law, no liability is accepted for indirect damages or consequential loss.
In the event of gross negligence or wilful misconduct for which TRANSCONNECTOR is found to be liable, liability will be limited to a credit note equal to the amount invoiced in the last 12 months for the service with a causal link to the damages.
CLAUSE 10. FORCE MAJEURE
Events of force majeure are considered to be, apart from those normally accepted by the Jurisprudence of the Swiss Courts and Tribunals, in particular full or partial strikes within the company or external to it, lock-out, inclement weather, interruptions in means of transport or supply for any reason whatsoever, earthquake, fire, storm, flood, water damage, government or legal restrictions, interruption of telecommunications networks, power outages, the appearance of viruses and other cases beyond the control of the parties preventing the normal execution of the Services.
In the cases listed above, the obligations hereof will be suspended.
CLAUSE 11. CONFIDENTIALITY
TRANSCONNECTOR will ensure that the information which has been entrusted to it by the Customer or a Third Party will be preserved. It will be considered as confidential and treated with discretion.
However, the Customer and the Third Party undertake to keep a copy of all documents (specifications, technical descriptions, plans…) entrusted to TRANSCONNECTOR.
CLAUSE 12. DATA PROTECTION
TRANSCONNECTOR undertakes to treat the data of its Customers with care and to comply with the legal regulations on personal data protection.
TRANSCONNECTOR only inputs, records and processes the data required to fulfil its contractual obligations, manage customer relations, guarantee high quality services, make use of licenses, and for billing.
The Customer authorizes TRANSCONNECTOR to process its identification data to enable it to provide an optimum service and to inform it of the current offers of TRANSCONNECTOR.
However absolute protection against interference or eavesdropping by third parties cannot be guaranteed. Consequently, TRANSCONNECTOR accepts no liability for such interference.
CLAUSE 13. INTELLECTUAL PROPERTY
TRANSCONNECTOR grants the Customer, for the duration of the contracts, licenses or subscription, a non-transferable and non-exclusive right to use the services and products provided under the terms of these General Conditions and other contractual provisions. All intellectual property rights remain in the ownership of TRANSCONNECTOR or the licensor.
CLAUSE 14. AMENDMENTS TO THE GENERAL CONDITIONS
TRANSCONNECTOR reserves the right to adapt its services, its prices and these General Conditions at any time.
In the event of a change in tax rates (VAT in particular), TRANSCONNECTOR will be authorized to adapt its rates accordingly. In this case, the Customer will have no right to early termination.
CLAUSE 15. RECOURSE TO THIRD PARTIES
To meet its contractual commitments, TRANSCONNECTOR may make use of Third Parties at any time.
CLAUSE 16. TRANSLATIONS
If the General Conditions are translated into other languages, the French version will prevail.
CLAUSE 18. JURISDICTION AND APPLICABLE LAW
These General Conditions are subject to Swiss law.
Failing an amicable settlement notified by one of the parties to the other, all disputes will be brought before the competent Court of Lausanne.