Terms and Conditions BRIDGE2THINK AG
BRIDGE2THINK AG hereby grants to the Customer a non-exclusive, non-transferable license to use the product specified in the confirmation of the order (contractual product) subject to the following terms and conditions:
1. General Provisions
1.1. These Terms and Conditions (hereinafter “GTC”) apply to all current and future business relations between BRIDGE2THINK AG and the customer. As far as the customer is a consumer, the rules that are subsequently marked specifically as “Arrangements for the protection of consumers” are in addition to him. Consumers are natural persons who enter into a legal transaction for a purpose that is neither commercial nor can be attributed to their independent professional activities.
1.2. By placing an order at BRIDGE2THINK AG, the customer accepts the terms and conditions valid at the time the order is placed. The terms and conditions can be accessed at any time on the website of BRIDGE2THINK AG, www.bridge2think.com . Conflicting conditions of the customer are not recognized and are not part of the contract.
1.3. The BRIDGE2THINK AG reserves at contracts for the performance of a continuing obligation, at any time except in No. 2 (Rights of use) and No. 4 (Prices and Payment) to change these Terms and Conditions, to the extent reasonable, particularly as a result of new legal, technical changes or further developments or other equivalent reasons, if the client is not unduly discriminated between customers. Changes in the terms and conditions are communicated to the customer at least four weeks before they take effect in writing or by e-mail. The changes will take effect, if the customer does not contradict after receiving the written notice of change within a period of four weeks in writing or by e-mail and the BRIDGE2THINK AG has informed the customer of this legal consequence in the notice of change. Furthermore, any changes are subject to the express consent of the customer. For services provided at no charge, BRIDGE2THINK AG is entitled to modify the terms and conditions, terminate or replace them with other terms and conditions and to make new services available any time.
2. Rights of use
2.1. The BRIDGE2THINK AG shall provide the customer a copy of the software on the Internet for use. The rights are granted to the customer exclusively for its internal training and, where appropriate, to the authorized users designated by him. The software and instructions are copyrighted.
2.2. Subject to payment of the owed and due compensation for himself and if appropriate for the authorized users, the customer acquires for the use of the contract product the simple, non-exclusive, non-sublicensable, non-transferable to a third party and to the term of the contract limited right to use the contractual product. Any acquisition of rights to the contents and the product itself is not involved. All copyrights and other rights to the content, products, and supplementary documentation are reserved.
2.3. The online services are accessible via the Internet and searchable. The Internet connection to use the online services, as well as which may be necessary procurement and installation of software are carried out by the customer at his expense. The customer is responsible for ensuring that the technical requirements for access to the online services are given, in particular regarding the hardware used, the operating system, the connection to the Internet and the browser software in accordance with the authorization granted by the BRIDGE2THINK AG technical specifications. Technical modifications, in particular the research platform and changes with regard to the hardware and software required to use the online services are reserved and are communicated to the customer by the BRIDGE2THINK AG from time to time. In the event of advancement or change of technical components by BRIDGE2THINK AG or third parties (e.g. operating system, browser software), it is for the customer to make the necessary adjustments to the software and hardware used by him.
2.4. The online services are consistently available. Not covered by this availability are periods of unavailability, which are caused by the fact that necessary technical requirements for access to the online database to be created by the customer are not given, which is based on errors of data transmission network or are the responsibility of the data transmission undertaking, and periods of unavailability due to force majeure outside the responsibility of BRIDGE2THINK AG, in particular power cuts and disruption of telecommunications networks. It does not cover further periods of unavailability due to routine or necessary maintenance or update action. A right to a reduction with regard to the agreed remuneration is not to the customer in the aforementioned cases.
2.5. The BRIDGE2THINK AG supports customers and other authorized users within their normal business hours in the use of online services and provides technical support during normal business hours of BRIDGE2THINK AG. This does not include the public holidays in Switzerland.
2.6. Each authorized user must be either an employee or a consultant to the customer. The authorized user must be registered as soon as the contract product is used for the first time. The authorized user may not disclose his or her password to another person. The customer is responsible for maintaining the confidentiality of personal access and has to prevent their misuse. The customer provides the BRIDGE2THINK AG to ensure that the authorized users keep their personal access data secret and prevent their misuse. The disclosure of the access to other employees of the customer or third parties who are not so instructed, is considered abuse. If the customer becomes aware of misuse of access data, the BRIDGE2THINK AG shall be informed without delay. The BRIDGE2THINK AG is entitled to immediately block the access if an abuse is given. With regard to an abuse the customer is liable on his part or an authorized user only in cases of intent or gross negligence. The customer may only use trademarks and trade names, which are listed in the order confirmation, to promote the use of the product.
2.7. Any use beyond the scope of No. 2.2. is excluded and requires the prior written separate consent of BRIDGE2THINK AG.
2.8. With regard to the number of authorized users and the authorized period of use the specifications in the order confirmation shall apply. Each registered person shall be deemed an authorized user. If the customer requests to designate more users than registered in the order confirmation after conclusion of the contract, a recalculation of the agreed license fee is necessary based on the updated number of authorizations. Additional authorized users must be indicated to the BRIDGE2THINK AG by the customer within 30 days. The individual right of use of an authorized user is not transferable to other individuals.
2.9. The customer is not entitled to copy the contractual product, the software provided or the content of the contractual product. This is also true for the creation of a backup copy. To the extent necessary, the BRIDGE2THINK AG will provide the customer with a corresponding copy available on request. In any case, resulting handling and transport costs shall borne by the customer.
2.10. All items that are contained in the contractual product are intended solely for the personal use of the customer and the respective authorized user. These may print out the articles at their own expense and use it for personal training. A print-out for other purposes is excluded. In no case the copyright symbol may be removed or altered.
2.11. If the customer or the beneficial owner change the contract product, it must be ensured that no rights of third parties are infringed by the new content.
2.12. If the use of the customer’s intranet is licensed, he is entitled to install the product on his intranet (server) and the authorized users can access the product via the intranet of the customer. If the customer buys the license for use on the Internet, he can open up his authorized users access to an assigned URL address of BRIDGE2THINK AG. The BRIDGE2THINK AG will ensure the proper functioning of the website made accessible, if possible. The customer is, however, aware that an undisturbed access to the website of BRIDGE2THINK may be interrupted for various reasons from time to time, although BRIDGE2THINK AG will use all possibilities to keep the disruption to a minimum and as short as possible. Any claims for damages of the customer and the authorized users due to an interruption of access to the website of BRIDGE2THINK AG are excluded, unless they are based on intent or gross negligence of BRIDGE2THINK or one of its vicarious agents.
2.13. The installation of the contract product on the intranet of the customer, the access for authorized users and the adaptation of the product are the responsibility of the customer. The BRIDGE2THINK AG provides technical support for the installation and maintenance via telephone during normal business hours. The support is free for the first sixty days of the license. The BRIDGE2THINK AG may change the level of support without prior notice. The BRIDGE2THINK may release new versions or updates of the product, without informing the customer.
2.14. The customer is obliged to inform the authorized users on the above conditions in an appropriate manner, and will ensure that the authorized users comply with the instructions mentioned above. In case of misuse the BRIDGE2THINK AG is entitled to block the access to the contract products. The customer is liable for misuse in case of intent and gross negligence.
3. Conclusion and duration of the contract
3.1. With his order, the customer declares that he wants to acquire access to the products ordered or to acquire the products. If the order was given via the Internet, the BRIDGE2THINK AG will inform the customer immediately by e-mail about the receipt of the order (“Confirmation of receipt”). The confirmation of receipt is not an acceptance of the order, but can be connected to the acceptance of the order.
3.2. The contract between the BRIDGE2THINK AG and the customer materializes with the written acceptance of the order by the BRIDGE2THINK AG, with providing the login information for access to the online services or by providing the ordered products for shipment or download (“order acceptance”)
3.3. The duration of the license is itemized in the order confirmation. Before the expiry of the license, the customer has the option to extend or terminate the license. The notice period is three months, whichever is the postmark. If the customer or a registered authorized owner uses the license even after the expiry of which further, or the customer does not return the material supplied within 20 days after receiving a request to do so, the license is automatically extended for another year.
3.4. The right to extraordinary termination of the contract by the BRIDGE2THINK AG for good cause remains unaffected. Good cause is especially given if the customer persistently breaches essential provisions of this agreement and such violation continues despite a warning by the BRIDGE2THINK AG for more than 7 days.
3.5. After termination of this contract the customer must remove all the stored data associated with the contractual product and the license from his servers and all of his computers. All provisions of this Agreement with respect to the guarantees, the limitations of liability or claims for compensation shall survive the termination of this Agreement.
4. Prices and conditions of payment
4.1. For the transfer of the software copies and the granting of rights of use in accordance with No. 2.2. customer pays to the BRIDGE2THINK AG a license fee in accordance with the order confirmation. The fee must be paid regardless of the extent of the actual use of the software by the customer and any authorized user. The license fee is subject to deviating regulations in the order confirmation due upon conclusion of the license agreement. The conditions of payment will become apparent from the order confirmation.
4.2. Invoicing takes place in accordance with the specifications in the order confirmation. The invoice amount is due upon receipt of the invoice by the customer in each case immediately and without deduction. With delay of the customer the BRIDGE2THINK AG is entitled to block access to online services and to stop delivery of further ordered products until all overdue receivables from the entire business relationship with the customer, for whatever legal reason, have been compensated. For money debts the customer has to pay interest of 5% per annum.
4.3. The customer is only entitled to offset, even if defect or counterclaims are raised, if the asserted claims have been legally established, recognized by the BRIDGE2THINK AG or are undisputed. The customer is only authorized, to exercise a right of retention, if the counterclaim is based on the same contractual relationship as the payment obligation of the customer.
5. Warranty claims and liability
5.1. BRIDGE2THINK AG guarantees the customer that it holds the licensing rights and is entitled to grant them to others.
5.2. BRIDGE2THINK AG is obliged to provide the software free of defects which considerably reduce the suitability of the software for its contractual use. In this respect, the BRIDE2THINK AG guarantees for the software in the version handed out to the customer suitability for the contractual use.
5.3. The BRIDGE2THINK AG will exercise the reasonable due care on the timeliness and content maintenance of the contractual product, corresponding to the requirements to a publishing house, although BRIDGE2THINK AG relies on the supply of data by third parties. BRIDGE2THINK AG does not accept any responsibility for the accuracy, timeliness and completeness of the content with the products made available and their selection.
5.4. For damages due to injury to life, limb or health, in case of intent or gross negligence of BRIDGE2THINK AG, a legal representative or vicarious agents as well as damages covered by a guarantee or assurance granted BRIDGE2THINK AG is liable according to statutory law. For slight negligence, BRIDGE2THINK AG shall only be liable for compensation of typical and foreseeable damages and only, if an obligation, whose proper fulfilment is indispensable for the execution of this contract and of which fulfilment the customer was entitled to rely on (cardinal obligation), has been violated by BRIDGE2THINK AG, a legal representative or vicarious agents. Besides of this, the liability is excluded to the extent permitted by law. BRIDGE2THINK AG is not liable for lack of economic success of the customer.
5.5. Regarding online services, BRIDGE2THINK AG is not liable for damages caused by faults in cables, servers and other devices which are not subject to the responsibility of BRIDGE2THINK AG.
5.6. BRIDGE2THINK AG shall only be liable for the loss of data and their recovery, if the loss would not have been avoidable through appropriate data backup measures on the part of the customer.
6. Data Protection
6.1. When ordering products and the use of online services, personal data are collected, stored and processed by BRIDGE2THINK AG, allowing the determination of the identity of the customer and any authorized users. The collection, storage and processing of data occurs exclusively for the processing and delivery of services owed by BRIDGE2THINK AG. Moreover, the personal data of the BRIDGE2THINK AG are stored to permanently meet the duties created by the legislature retention obligations. After termination of the contract, the personal data will be initially locked by BRIDGE2THINK AG before BRIDGE2THINK AG automatically deletes the personal data with the expiry of the statutory retention periods.
6.2. The e-mail addresses of the customer and the authorized users, which have become known to BRIDGE2THINK AG as part of the fulfillment of the contractual relationship with the customer, will be used by BRIDGE2THINK AG solely for further, specific information regarding the contractual relationship and to advise on product development. Without the consent of the customer or the authorized users, BRIDGE2THINK AG will not use this information for the purpose of advertising. The consent to the use the e-mail address for promotional purposes can be revoked by the customer at any time.
6.3. BRIDGE2THINK AG will never pass any personal data to a third person. Excluded are service partners, which BRIDGE2THINK AG uses for providing and delivering its services. This is, in particular, (a) banks for settlement of payment transactions, (b) Lawyers for the settlement of the debt collection and legal collection of claims, (c) Shipping Companies for delivery of ordered products, (d) printers to send customer correspondence, (e) to a lesser extent technical service providers related to the operation, maintenance and development of technical systems. The transmission of the data to service partners is subject to legal provisions. The extent of transmission is limited to the minimum necessary.
6.4. BRIDGE2THINK AG issues the customer and other authorized users at any time free of charge and without delay information about the personal data stored in the BRIDGE2THINK AG in accordance with statutory law.
6.5. The customer agrees to the above conditions and commits himself, to informing authorized users thereof prior to the first use of the services of BRIDGE2THINK AG.
7.1. Swiss law applies to this contract, excluding the CISG. Law rules which refer to other legal systems, do not apply.
7.2. Rights and claims arising from this contract may not be assigned without the written consent of the other party.
7.3. Subsidiary agreements, amendments or additions shall be made in writing, as well as the lifting of the writing requirement. The writing for the purposes of these Terms is also maintained by e-mail and fax. It is the address that is contained in the order confirmation. If the mailing address is different, this must be confirmed in writing.
7.4. No failure of either party to exercise a contractual right or to insist upon strict compliance with these terms and conditions and no deviation from this practice bring about a waiver of the right to demand strict compliance with the Conditions and shall not restrict the right to request compensation with respect to a breach of this Agreement.
7.5. Place of performance is Thalwil / Switzerland. Jurisdiction for any disputes arising out of or in connection with this contract between BRIDGE2THINK AG and the customer is Thalwil / Switzerland, unless the customer is not a merchant or a legal person.
7.6. If any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.
ARRANGEMENTS FOR THE PROTECTION OF CONSUMERS
residing in a Member State of the European Union
8. Right of Withdrawal
You have the right to withdraw the contract within fourteen days after the conclusion of the contract without giving any reason..
To exercise your right, you must inform us, the BRIDGE2THINK AG, (Säumerstrasse 73, 8800 Thalwil, Switzerland, Fax: 0041 61 6958001, firstname.lastname@example.org) by means of a clear statement (e.g. first-class mail, fax or e- mail) about your decision to withdraw from this contract. You may use the attached sample, but this is not mandatory.
To safeguard the withdrawal period it is sufficient that you send your communication concerning the exercise of the right before the expiration of the withdrawal period.
Effects of withdrawal:
If you withdraw from this contract, we will reimburse all payments we received from you, including the costs of supply (with the exception of the additional costs arising from the fact that you have chosen a different method of delivery than that offered by us, cheapest standarddelivery), and repay immediately, latest within fourteen days, from the date on which the notification has been received through your withdrawal with us. For this redemption, we use the same method of payment that you used in the original transaction, unless we expressly agreed otherwise; in any case you will not be charged fees because of this repayment.
END OF WITHDRAWAL INSTRUCTIONS
Sample Withdrawal Form
If you want to withdraw from the contract, please fill out this form and send it back to us.
– Hereby I/We (*) withdraw from the contract entered into for the purchase of the following goods (*) / provision of the following services (*)
– Ordered on (*) / received on (*)
– Name consumer(s)
– Address of the consumer(s)
– Signature of the consumer(s)
(*) Delete as applicable