Terms and Conditions
Oniva Ltd.
8600 Dübendorf
Switzerland
General Terms and Conditions of Oniva Ltd.
1. Subject matter and scope of application
These general terms and conditions (the «GTC») govern the general commercial and legal aspects of the business relationship between Oniva Ltd. («Oniva») and its business customers (the «Customer») for the procurement of services from Oniva.
These GTC are addressed exclusively to Customers who conclude the contract in the course of their commercial or professional activity. No contract is concluded with consumers.
Product-specific provisions on the use of the event management platform Oniva are set out in the terms of use; provisions on the processing of personal data on behalf of the Customer are set out in the Data Processing Agreement (the «DPA»).
2. Contractual framework
2.1 Contractual components and order of precedence
The contractual relationship between Oniva and the Customer consists of the following documents, which form integral parts of the contract:
- the quotation or order confirmation (the «Individual Contract»), including any individually agreed annexes;
- the Data Processing Agreement (DPA), available at www.oniva.events/en/dpa;
- the terms of use, available at www.oniva.events/en/terms-conditions;
- these GTC.
In the event of contradictions between these documents, the above order applies; the higher-ranking document prevails in each case. A diverging provision in a lower-ranking document applies only to the extent that it expressly refers to the provision from which it departs.
Where an Individual Contract refers only to certain of the aforementioned documents, the remaining documents are nevertheless deemed agreed and included.
2.2 Exclusion of conflicting terms
Any exclusion of these GTC, or the inclusion of other contractual terms to which the Customer refers in its declarations, in particular in orders, offers, purchasing conditions, or invitations to tender, applies only where Oniva has expressly accepted this in text form for the services concerned. Onvia’s rendering of the service does not constitute such acceptance.
2.3 Conclusion of Individual Contracts
Individual Contracts may be concluded in writing or in another form, in particular by way of online orders. Where no written conclusion of contract takes place, the contract comes into existence upon Onvia’s confirmation of the offer in text form or upon Onvia’s rendering of the service. The confirmation of the offer is deemed to constitute binding contractual content unless the Customer objects within five calendar days of delivery and demonstrates that something else was agreed.
Oniva is not obliged to accept orders and reserves the right to cancel orders, in particular in the event of a negative credit check.
2.4 Amendments to the contract
Either party may propose amendments to the contract at any time. As a matter of principle, the procedure under clause 2.3 applies to their conclusion.
Oniva may implement objectively material adjustments to processes or functionality, and changes to contractual or commercial conditions to the Customer's detriment, including the discontinuation of products, subject to a notice period of at least six months. Changes at shorter notice are permissible where unforeseeable circumstances so require, such as court judgments, regulatory requirements, or sanctions. In the case of solutions created specifically for a Customer, such adjustments additionally require a legitimate interest on Onvia’s part, such as new standards or regulatory requirements, new technologies, higher third-party costs, changes of supplier, changes to licensing models, inflation, or the phase-out of products.
The Customer may terminate the affected services within 30 calendar days of notification of the adjustment, with effect from the date on which the change takes effect. The Customer has no further claims.
Oniva notifies the Customer of amendments to these GTC, the terms of use, and the DPA in text form; in all other respects, the procedure under this clause 2.4 applies.
Oniva remains entitled at any time to adjust processes and functionality not covered by the preceding paragraphs.
2.5 Price adjustments upon renewal
Oniva may adjust prices with effect from the start of a renewal period, provided that it notifies the Customer of the adjustment in text form at least three months before the end of the current contract period. In that case, the Customer may terminate the Individual Contract concerned with effect from the end of the current contract period, even if the ordinary notice period has already expired.
2.6 Entry into force, term, and termination
Entry into force, the contract term, and the ordinary termination options are specified in the Individual Contracts and, for licences of the Oniva platform, in the terms of use.
Where Individual Contracts are not limited in time, they are deemed concluded for an indefinite period in respect of the continuing obligations they contain and may, in the absence of any other agreement, be terminated with effect from the end of the current licence year subject to one month's notice. Where a minimum contract term has been agreed, termination is possible at the earliest with effect from the end of that term.
Notices of termination must be given in written or text form.
2.7 Termination for good cause
The right to terminate the contract without notice for good cause is reserved at all times. Good cause is deemed to exist in particular in the following circumstances:
- the occurrence of events or circumstances that make continuation of the collaboration unreasonable for the terminating party, in particular the persistent, serious breach of material contractual obligations by the other party;
- the official publication of the opening of bankruptcy proceedings or of a composition moratorium in respect of the other party;
- the incomplete provision of an advance payment or of other security owed under the contract;
- excessive or abusive use of services designated as «unlimited» in the price overview, in particular with regard to the number of events or administrators, where such use, judged by objective criteria, clearly deviates from customary use in accordance with the contract and results in a material economic or technical additional burden for Oniva. In such a case, Oniva issues a prior written warning to the Customer and grants it a period of at least 30 calendar days to reduce its use to a level consistent with the contract or to switch to a suitable chargeable service package. If no adjustment or agreement is reached within that period, Oniva is entitled to terminate the contract without notice. A service designated as «unlimited» does not entitle the Customer to a use that manifestly falls outside the intended purpose of the contract or that impairs the functionality, economic viability, or stability of the Platform.
Where a breach of contract by Oniva can be remedied, the Customer must issue a written warning to Oniva before giving notice of termination and grant it a period of 60 calendar days to remedy the breach.
2.8 Withdrawal and cancellation
Withdrawal by the Customer from an Individual Contract is excluded, subject to any express agreement to the contrary and to the mandatory statutory grounds for withdrawal.
Where Oniva exceptionally agrees to a cancellation request by the Customer, the Customer owes a cancellation fee of 30% of the agreed remuneration if the request is made up to four weeks before the intended start of performance. If the request is made after that point, the Customer owes the full remuneration. The Customer remains free to demonstrate that higher expenses were saved.
Withdrawal is excluded in the case of continuing obligations. Termination for good cause remains reserved.
3. Onvia’s services
Oniva renders its services in a professional and diligent manner in accordance with the provisions of the contract.
Unless otherwise agreed, the planning, procurement, operation, upkeep, maintenance, monitoring, renewal, and other deployment of the operating equipment required for the provision of services are Onvia’s responsibility. This also applies to the hardware and software deployed, with the exception of operating equipment to be supplied by the Customer.
Oniva may engage auxiliary persons, in particular subcontractors, in Switzerland and abroad. Oniva is answerable for the conduct of its auxiliary persons as for its own conduct, unless the Individual Contract indicates a limited responsibility or the Customer has requested the engagement of a particular auxiliary person. The DPA applies in addition to auxiliary persons who process the Customer's personal data.
4. The Customer's duties to cooperate
The Customer actively and promptly supports Oniva and its auxiliary persons in the provision of services to a reasonable extent, undertakes the necessary preparatory and provisioning actions, and grants the necessary access to its systems and resources.
For operating equipment installed at the Customer's premises or in an event venue, the Customer provides the necessary premises including power supply and building cabling in accordance with the specifications of the manufacturer or of Oniva, and protects the equipment against impermissible access and tampering.
For operating equipment to be supplied by it, the Customer uses exclusively current software supported by the relevant manufacturer.
The Customer is responsible for protecting the security elements made available to it by Oniva for use, in particular passwords, tokens, system access information, and authentication methods, and informs Oniva without delay if that protection is no longer ensured.
The Customer informs Oniva of its currently valid postal and email address for contractual correspondence and invoicing. Oniva may validly deliver contractually relevant information to the Customer, such as invoices, reminders, product or terms changes, and operational information, by post, to the email address last provided, or via other electronic communication channels.
The specific duties to cooperate set out in the other contractual components apply in addition, in particular those set out in the terms of use.
If the Customer fails to fulfil its duties to cooperate, or fails to fulfil them properly, Oniva is to that extent released from its obligation to perform, but nevertheless endeavours to render its services. The Customer remunerates the resulting additional effort at the contractually agreed hourly or daily rates or, in the absence of such an agreement, at market rates. Where Oniva shares responsibility, the additional effort is borne proportionately.
5. Remuneration and invoicing
The Customer pays the remuneration provided for in the contracts. The quotation or order confirmation is authoritative or, where not specified there, the published price list at www.oniva.events/en/pricing.
Unless declared otherwise by Oniva, all prices are in CHF and exclusive of taxes, levies, and charges, in particular exclusive of value added tax. Where taxes, levies, or charges are included in the prices, Oniva may adjust the prices accordingly with effect from the date of any change to those taxes, levies, or charges, without the Customer acquiring a special right of termination.
Where taxes or levies are imposed by foreign authorities on transactions under the contract, including withholding and deduction taxes, these are borne by the Customer, unless it evidences a corresponding exemption. Where the Customer is required to withhold such a tax, it increases the payment such that Oniva receives the amount that would have been owed without the withholding. Where further taxes, levies, or charges arise in connection with the provision of services abroad, these are likewise borne by the Customer; Oniva informs the Customer of this in advance and endeavours to avoid or minimise them.
Oniva asserts claims that have fallen due by way of invoice. Invoices are payable within 30 calendar days of issue without deductions. Receipt of payment by Oniva is authoritative for determining timeliness. Bank charges are borne by the Customer.
Invoices are deemed approved unless the Customer objects to them in writing, with objective reasons, within 30 calendar days of the invoice date. Incorrect invoice items do not entitle the Customer to withhold payment of correct items.
Default occurs upon expiry of the payment period without any reminder. The statutory default interest applies. Where the Customer is in default of payment, Oniva may make the provision of further services conditional upon full payment of outstanding invoices and, at its discretion, upon advance payments or other security, and may block access to the Platform in accordance with the terms of use.
VServices requested by the Customer for which no specific prices have been agreed are to be remunerated according to actual effort at the applicable hourly or daily rates.
Oniva is entitled to invoice reminder fees in addition to default interest, as well as charges for paper invoices and for cash payments. Oniva may engage third parties for debt collection or assign claims to them.
6. Receipt and acceptance
The Customer takes receipt of all services from Oniva immediately upon their provision.
Following receipt, one-off services under a contract for work are as a rule subject to an acceptance test by the Customer, the outcome of which is recorded in an acceptance report. Oniva is entitled to a written declaration of acceptance. Where no acceptance test has been agreed or the Customer waives it, any defects must be notified in writing within 20 calendar days of provision.
Oniva may require the acceptance of partial services, provided this is reasonable for the Customer. In that case, defects may be asserted at a subsequent final acceptance only to the extent that they were not identified and could not have been identified at the earlier partial acceptance.
If at least one material defect emerges during the acceptance test, acceptance is deferred. Oniva remedies the defect within a reasonable period and again makes the affected deliverable available for acceptance. If at least one material defect is identified during a further acceptance test as well, the Customer may withdraw from the affected part of the services or, where correspondingly unreasonable, from the Individual Contract concerned. Recurring services already rendered are not affected by the withdrawal and are to be remunerated.
Defects that are not material do not entitle the Customer to refuse acceptance; Oniva remedies them within a reasonable period. If this does not succeed, the Customer is entitled to a reasonable price reduction.
Services are deemed accepted if the Customer does not refuse acceptance in writing, specifying material defects, within 20 calendar days of provision, or as soon as the Customer uses the deliverables operationally or commercially.
7. Onvia’s default
Unless otherwise agreed in writing, Oniva is in default upon expiry of a reasonable grace period set by the Customer in a written reminder. Deadlines are deemed met upon provision of the service.
If Oniva fails to fulfil its performance obligation by the expiry of that period, the Customer may withdraw from the affected part of the services or, where correspondingly unreasonable, from the Individual Contract concerned. Recurring services already rendered are not affected by the withdrawal and are to be remunerated.
Failure to meet service levels expressed in units of time is not governed by the rules on default; the provisions of the terms of use and clause 8.4 apply.
8. Warranty
Oniva warrants that its services correspond to the agreed specifications and assurances and to the characteristics objectively required for the agreed use. The periods and remedies for defects set out below are deemed conclusive, subject to mandatory statutory provisions.
8.1 Warranty for contracts of sale
Oniva provides the warranty in accordance with the terms enclosed with the products. In the absence of such terms, a warranty period of twelve months from delivery applies to hardware.
8.2 Warranty for one-off services under a contract for work
The warranty period is six months from acceptance. Where the work is operated, maintained, or supported by Oniva following successful acceptance, defects are remedied exclusively in accordance with the provisions of the corresponding contract for operation, maintenance, or support services.
8.3 Remedies for defects under contracts of sale and one-off services under a contract for work
Where a defect covered by the warranty exists, the Customer may initially demand only rectification free of charge. If the defect cannot be remedied within a reasonable period, the Customer sets a reasonable grace period for rectification free of charge. Oniva may, at its discretion, supply a replacement instead of rectifying the defect. If rectification fails again, the Customer may demand a reasonable price reduction or, in the case of a material defect, withdraw from the affected part of the services or, where correspondingly unreasonable, from the Individual Contract concerned. Where contracts for recurring services are indirectly affected, these may be terminated extraordinarily where there is a factual connection and where continuation is correspondingly unreasonable. In that case, remuneration is owed pro rata temporis.
8.4 Warranty for operation, maintenance, and support services
Oniva warrants that it will comply with the agreed service levels. Services for which no service level has been agreed are rendered on a «best effort» basis. «Best effort» means that Oniva endeavours, in a reasonable and economically acceptable manner and with the resources available to it, to render the service or to resolve the fault, without warranting compliance with any quality or specific times beyond that.
If Oniva breaches the same committed service levels seriously more than twice within six months, this constitutes good cause for termination by the Customer.
8.5 Warranty against third-party rights
Oniva warrants that its services do not infringe any intellectual property rights held by third parties in Switzerland.
If a third party attempts to prevent the Customer from using the services in accordance with the contract on the basis of allegedly superior intellectual property rights, the Customer notifies Oniva of this in writing within five calendar days. Subject to timely notification and reasonable support, Oniva will, at its own discretion and at its own expense, either modify its services such that they no longer infringe the intellectual property rights while meeting all material contractual requirements, or obtain a licence from the third party for the customer.
If neither option is possible or if both are disproportionate, Oniva may terminate the affected parts of the services extraordinarily. The Customer has a corresponding right of termination where the option chosen by Oniva is objectively unreasonable for it. In both cases, the Customer is entitled to damages within the scope of clause 10.
If the third party brings court proceedings against the Customer, the Customer leaves sole control of the conduct of the proceedings to Oniva, to the extent permissible under the applicable rules of procedure. Subject to this condition, the costs of conducting the proceedings, including reasonable legal fees, and the damages claims of the entitled third party finally imposed on the Customer are deemed direct damage of the Customer.
8.6 Warranty exclusions
The warranty is excluded in the case of defects whose causes are not attributable to Oniva or its auxiliary persons, such as interventions by the Customer or by third parties, or force majeure. It does not extend to operating equipment supplied by the Customer, including third-party software licences, even where these were procured by Oniva on the Customer's behalf.
Oniva does not warrant that systems created or operated by it can be used without interruption and free of errors in all combinations desired by the Customer, with any data, hardware, or software.
Where the Customer or an auxiliary person engaged by it holds permissions that enable interference with Onvia’s operational responsibility, in particular administrator or root rights, the service levels affected thereby are suspended.
Where Oniva renders services in connection with the analysis or remedying of purported defects or of defects not covered by the warranty, the Customer compensates these according to actual effort at the applicable hourly or daily rates.
9. Ownership, intellectual property, and rights of use
Unless expressly agreed otherwise in writing, the contracts do not provide for any transfer of ownership.
Oniva grants the Customer, for its own benefit, the non-transferable, non-exclusive right to use the agreed services. The content and scope of this right follow from the contracts and, for the Oniva platform, in particular from the terms of use. In the case of services to be rendered only for a specific period, the right is limited to the term of the corresponding contract.
Where, in the course of procuring services, the Customer recognisably uses third-party products, it additionally acknowledges the associated manufacturer terms, in particular licence terms and security requirements.
All rights to intellectual property relating to Onvia’s services, whether existing or arising in the course of performance of the contract, in particular copyright, patent, and trademark rights, remain with Oniva or with the entitled third party. Both are unrestricted in further exploitation. To the extent that the parties have created intellectual property jointly, they mutually grant each other the perpetual authority to use those rights independently of one another without restriction, subject to compliance with the duty of confidentiality. In the case of software, the Customer has no claim to the source code in the absence of a written agreement to the contrary.
The Customer's rights to its own data and content remain unaffected. The Customer's grant of rights to Oniva for the provision of the services is governed by the terms of use.
Each party acknowledges the existence of the other party's intellectual property and that of any third parties and refrains from anything that may impair its value.
10. Liability
In the event of breaches of contract, Oniva is liable for the damage evidenced, unless it proves that it is not at fault. Oniva is in particular not at fault where the Customer or its auxiliary persons are themselves at fault, where third parties who are not auxiliary persons of Oniva are at fault, and in cases of force majeure, in each case on condition that Oniva has taken the contractually agreed measures against such events.
Oniva is liable without limitation for damage caused intentionally or through gross negligence and for personal injury.
In all other cases, Onvia’s liability for damage to property and financial loss is limited in aggregate per contract year to 100% of the remuneration bindingly agreed for the Individual Contract concerned in the contract year in question.
Under no circumstances is Oniva liable for indirect damage or consequential damage, in particular for lost profit, savings not realised, loss of data or reputation, or third-party claims.
In the event of loss of data, Oniva is liable only for the effort that would have been required for restoration had the backup obligations of both parties set out in the terms of use been properly fulfilled.
Where contractual penalties or service credits are owed for breaches of contract by Oniva, the Customer has no further claims in that respect, in particular no claim to damages, reimbursement, or reduction.
More extensive liability provisions to Onvia’s detriment apply, including in documents ranking above these GTC, only where they expressly refer to this clause 10.
This clause 10 governs Onvia’s liability for the entire contractual relationship conclusively and applies to contractual as well as non-contractual claims. The terms of use and the DPA contain no diverging limitations of liability.
The limitation period for warranty claims for defects, including claims for damages based thereon, is one year from acceptance or provision, unless a longer period applies on a mandatory basis. The statutory limitation periods apply to claims for damages that are not based on defects. The mandatory periods under the Product Liability Act remain unaffected.
11. Force majeure
Force majeure is deemed to include, in particular but not exhaustively: natural events of particular intensity such as avalanches, floods, and landslides, earthquakes, volcanic eruptions, sabotage, DDoS attacks, hacking, malware, ransomware, epidemics and pandemics, power outages at energy suppliers, war and acts of war, revolutions, rebellions, terrorism, insurrections and the measures taken against them, as well as unforeseeable official restrictions.
Where a party is unable to fulfil its contractual obligations as a result of force majeure, it is to that extent temporarily released from its obligations, on condition that it has taken the contractually agreed measures against such events. It informs the other party without delay.
Where adherence to the contract is objectively unreasonable for the other party, or ceases to be reasonable, that party may terminate the affected services with immediate effect.
12. Data protection and confidentiality
12.1 Data protection within the contractual relationship
Within the contractual relationship, each party processes personal data concerning employees and other auxiliary persons of the other party, such as name, postal address, email address and IP address, telephone number, occupation and function, and means of identification. For the purposes of performing the contract and maintaining the contractual relationship, such as communication, entry and access control, fault reports, orders, invoicing, satisfaction analyses, information about new products, and invitations to events, the parties process this personal data as joint controllers on their own respective systems and applying appropriate technical and organisational measures.
In doing so, each party complies with applicable data protection law, in particular the Swiss Federal Act on Data Protection and, where applicable, Regulation (EU) 2016/679 (GDPR). Each party informs its employees and auxiliary persons about the processing by the other party, acts as the first point of contact for their data subject rights, and fulfils its notification and communication obligations towards the supervisory authority and the data subjects. The parties keep each other informed and coordinate with one another. As between themselves, each party is liable only for damage it has caused through its own acts or omissions.
12.2 Data processing
Where Oniva processes personal data on behalf of the Customer, in particular within the scope of the Oniva platform, the Data Processing Agreement (DPA) in the version available at www.oniva.events/adv applies exclusively. The DPA governs in particular the subject matter and purpose of the processing, the technical and organisational measures, the engagement of sub-processors together with the current list of sub-processors, support with data subject rights, and the deletion and return of data.
Specific requirements regarding data processing agreed in Individual Contract, such as geographical restrictions, personnel security screening, or restrictions on disclosure to third parties, apply exclusively within the area of data processing on behalf of the Customer.
Audit rights of the Customer going beyond the evidence provided for in the DPA may be agreed individually with Oniva by Customers holding an Enterprise licence.
12.3 Confidentiality
Both parties undertake, and impose the same undertaking on the auxiliary persons they engage in Switzerland and abroad for the purposes of performing the contract, debt collection, M&A reviews, tax audits, or similar Customary business processes, to treat as confidential all information that is not generally known and that they learn in connection with the provision of services, the contractual relationship, or about the other party's Customers and business relationships.
Confidential information is deemed to include in particular information about the other party's operational affairs, processes, plans, strategies, know-how, business relationships, program sources, software, specifications, prices, revenues, and Customers. Excluded is information that is or becomes lawfully publicly available, that was already known to the receiving party without any duty of confidentiality, or that it developed independently.
Disclosure is permissible to the extent that the other party expressly permits it or that it is required by court order or statutory obligation; in the latter case, the disclosing party informs the other party in advance to the extent permissible.
For confidential information entrusted to Oniva by the Customer in the course of using the services, in particular content data from the Platform, clause 12.2 including the provisions of the DPA applies by analogy, even where the information does not constitute personal data.
With regard to statutory duties of confidentiality under special legislation applicable to the Customer, Oniva and its auxiliary persons are not deemed to be the Customer's auxiliary persons in the criminal law sense and are responsible for compliance with such provisions only where this has been expressly agreed.
This clause 12.3 continues to apply after termination of the contractual relationship for as long as either party has a legitimate interest in confidentiality.
13. Compliance with laws and regulations
The parties comply with the laws and regulations applicable to them. In particular, Oniva complies with those laws and regulations that are generally applicable to it as a provider of products and services in the field of information and communication technology.
The Customer is responsible for assessing and specifying the requirements arising from those laws and regulations that are applicable to its business activity. Unless expressly agreed in the contract, Oniva accepts no responsibility for ensuring that its products and services are suitable for compliance with laws and regulations applicable to the Customer or its industry. Industry-specific requirements, such as those arising in the financial market or healthcare sectors, may be agreed in an annex to the Individual Contract.
With regard to the goods procured from Oniva, in particular products, software, and technology, the Customer complies with all applicable export and import control provisions, including sanctions and embargoes. Onvia’s performance is subject to the proviso that no impediments arising from national or international export and import law provisions stand in its way.
The Customer indemnifies Oniva against legal claims by third parties or authorities relating to data, content, or operating equipment supplied by the Customer, or to use of the services that does not comply with the law, and ensures an appropriate defence against such claims.
Upon identifying security threats, unlawful or abusive use, or the use of operating equipment causing faults, or upon reasonable indications thereof, Oniva may take measures to avoid or reduce imminent damage. Oniva informs the Customer immediately and, where possible, in advance. The measures include in particular the request to cease immediately, the immediate and temporary interruption of the affected services, and extraordinary termination for good cause. The taking of such measures does not constitute a breach of contract, provided that Oniva is not itself responsible for the cause.
14. Consequences of termination of the contract
Both parties ensure the timely return of materials, such as keys, IT and telecommunications equipment, means of identification, and documents, as well as of premises made available to them by the other party during the term of the contract.
The export and deletion of data and content from the Oniva platform are governed by the terms of use and the DPA. In all other respects, Oniva deletes the data made available by the Customer following termination of the contract, unless legitimate grounds prevent this, in particular statutory archiving obligations or interests in preserving evidence.
Upon termination of complex operational services, both parties cooperate for the purpose of a proper handover of operations, irrespective of the reason for termination. Where required and for separate remuneration, Oniva supports the Customer with the necessary termination activities, including any preparations for migration. The Customer notifies Oniva of the expected support requirement well before the end of the contract.
Where the parties have agreed that one-off services already rendered in accordance with the contract are to be paid for by way of recurring remuneration, the amounts still outstanding for those services fall due immediately upon termination of the contract for the recurring services, irrespective of the legal grounds for termination.
15. Further provisions
In the absence of an express agreement, neither party is entitled to act on behalf of the other party. The collection mandate under the terms of use remains reserved.
The set-off of claims is permissible only with the consent of the other party. Onvia’s right to set off payouts from payment processing under the terms of use against claims that have fallen due remains reserved. In the event of bankruptcy, set-off by the creditor is possible without consent within the scope of the statutory provisions.
The rights and obligations arising from the contracts may be assigned or transferred to third parties only with the written consent of the other party. Oniva may, however, transfer the rights and obligations with releasing effect at any time to another company of the Oniva group domiciled in Switzerland.
The parties agree that the contracts do not create a simple partnership within the meaning of art. 530 et seq. of the Swiss Code of Obligations. Should such a partnership nevertheless be assumed to exist, the dissolution of the corresponding contract also dissolves the simple partnership. In that case, the parties have no obligation to make contributions or additional contributions. Any participation in profit or loss is excluded; each party bears its own costs and risks.
Legally relevant declarations and notices to be given after conclusion of the contract, such as the setting of deadlines and notices of defects, require written or text form in order to be effective.
Should parts of the contracts prove to be invalid or ineffective, this does not affect the validity of the remaining provisions or the continued existence of the other contracts. The invalid provision is to be replaced by a provision that comes closest to the intention of the parties.
16. Applicable law and place of jurisdiction
The parties' contractual relationship, including these GTC, the terms of use, the DPA, and all contracts based thereon, is governed exclusively by Swiss law. The conflict-of-law rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are declared inapplicable.
The parties endeavour to settle disputes amicably in the first instance. To that end, each party designates, at the request of the other, a person with authority to sign within 15 calendar days for the purpose of conducting an escalation meeting. This provision does not prevent either party from applying for interim measures at any time or from pursuing legal proceedings in the event of default of payment.
The exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship is Zurich, Switzerland.
Last updated: August 2026
