The following General Terms and Conditions (GTC) govern the use of MM's software and fundraising solutions and services. MM provides the customer with Online Donation Modules in the Software-as-a-Service (SaaS) business model for the duration of the contract. By signing the individual contract, the customer expressly agrees to these GTC.
Customer's GTC or terms and conditions of purchase are hereby expressly excluded, unless they are expressly accepted by MM in writing.
2.1 Responsibilities and Services of MM
MM is responsible for the provision of the agreed contractual services and the separately agreed service level or the service level according to item 3. These include the reliable and secure operation of the technical infrastructure, the installation and maintenance of the software, the operation of a backup system as well as the measures required to maintain operational efficiency. MM shall make the ordered SaaS products available to the Customer for use as intended and shall grant the Customer the non-exclusive and non-transferable right to use them during the term of the agreement.
2.2 Responsibilities of Customer
The customer remains fully responsible for the operation, security and condition of its website and other digital media in which SCL is used. Customers shall bear all costs incurred in connection with the performance of their responsibilities.
If desired, the customers’ entire website can be built on the SCL platform. In this case, a dedicated service agreement will be concluded to regulate this aspect of the digital collaboration.
3. Service und Support
SCL support is available Monday through Friday from 09:00 to 17:00 (CET) by telephone and email at firstname.lastname@example.org. For support outside these regular business hours, individual service agreements or service level agreements (SLA) can be concluded.
4. Prices and Fees
Services in connection with the implementation, customization, support and software enhancements during operation are logged and billed according to the actual hours worked. SoulClick may also engage other contractual partners (e.g., agency partners) for this purpose.
The hours reporting is done in a project management software and includes:
- Effective work or consulting time, both over the phone and in person.
- Meetings, preparation and follow-up of appointments and order processing
Maintenance is included in our SLAs. Customers without an SLA pay for these works additionally, if required. All information is subject to change. Errors and misprints excepted.
Travel costs are calculated at 0.70 Swiss Francs per kilometer. Alternatively, public transport will be charged at “Halbtag” 1st class rate. In the event of an out-of-town stay, e.g., for workshops or similar works, lunch will be charged at a flat rate of CHF 40.- and dinner at CHF 50.- for all SoulClick employees present.
All invoices must be paid within 20 days. For orders exceeding the quotation amount of CHF 5'000.-, a down payment invoice will be issued. We reserve the right to cancel the payment option "against invoice". In the event of late payment, costs for handling will be charged from the first reminder level onwards.
Alle Rechnungen sind innert 20 Tagen zu bezahlen. Bei Aufträgen die den Angebotsbetrag von CHF 5‘000.- übersteigen, wird eine Anzahlungsrechnung erstellt. Wir behalten uns vor die Zahlungsmöglichkeit «gegen Rechnung» aufzuheben. Bei Zahlungsverzug werden ab der ersten Mahnstufe, Kosten für die Umtriebe erhoben.
Marketing Monkeys GmbH
IBAN: CH26 0483 5216 7077 3100 0
5. Property Rights and Rights of Use
The customer acknowledges the property rights, in particular the copyright of MM to SCL software, documentation and services. The Customer is not entitled to make software available to third parties for use or to sublet it and/or to use it outside the scope of the contractual relationship with MM, whether in return for payment or free of charge, or to dispute MM in any way.
The making of copies for the purpose of sale, commercial rental, public broadcast and/or passing on or transfer to third parties will be sanctioned without exception. All rights of use will only be transferred to customers as soon as no claims are outstanding. These extend exclusively over the duration of the individual contract.
6. Data Protection and Data Security
MM treats customer data with utmost care and protects it from misuse and/or loss. For this purpose, MM takes technical and organizational measures that minimum meets the standards of the European Union’s GDPR standards.
Data is stored in Switzerland. At the customer's request, a European server location can be chosen.
MM informs with the data protection declaration about the processing of personal data as well as the rights of affected persons. If and to the extent that commissioned processing takes place, the commissioned processing agreement shall be deemed to be part of these GTC.
Both parties undertake to keep secret all confidential information of the other party. MM shall be entitled to call in subcontractors and representatives, but shall transfer the duty of non-disclosure to them in full. MM undertakes to treat all data vis-à-vis third parties as confidential. Service providers of the customer shall not be considered third parties in this context.
MM undertakes to provide all Services in a technically correct manner.
Online payment processing takes place with the involvement of numerous parties and involves a high degree of complexity. Therefore, it is expressly agreed that MM can only be held liable for circumstances that are within MM's sphere of influence, i.e., in particular parts of the software and infrastructure operated and controlled by MM.
Issues caused by other third-party providers (e.g. cloud hosting or payment gateway) are not within the scope of liability of MM. In particular, MM shall not be liable for damages caused by faulty connections (unstable internet connection or similar).
Apart from that, liability is limited to cases of gross negligence and intent, as far as legally permissible. MM excludes in particular any liability for indirect, so-called consequential harm caused by a defect. Neither party shall be liable for the non-performance or delayed performance of its obligations if this is due to force majeure, including strikes. In such a case, the party concerned shall immediately notify the other of the occurrence of the force majeure.
10. Duration and Termination
The contract between MM and the Customer shall be concluded for an indefinite period and shall come into force on the date agreed in the contract. Contracts for a fixed-term can be closed upon request. Contracts can be terminated, if not limited in time, in writing with a notice period of 6 months.
Both parties are free to terminate the contract immediately for important reasons. Important reasons for the dissolution of this contract exist if:
- a) The customer falls into bankruptcy or the opening of bankruptcy proceedings was rejected for lack of assets.
- b) Payment obligations arising from the contractual relationship are in arrears and despite setting a grace period and threatening to terminate the contract, reminders have been sent without success (see point 11. “account blocking”).
- c) If the use of SCL services culpably violates legal provisions and/or infringes intellectual property rights and/or rights of use.
- d) SCL services were used for the purpose of promoting criminal, illegal or ethically questionable actions.
11. Account Blocking
SoulClick reserves the right to block the software account 20 days after the first reminder level has been reached in the event of non-payment of outstanding amounts for licensed software products and service invoices. The software account will be blocked until full payment.
From the time of blocking, a payment period of another 20 days applies before the account is completely deleted. All customer and transaction data will then be completely deleted. The deletion does not release the customer from the settlement of all outstanding payments.
In the case of a possible reactivation or restoration of the account, a one-time fee of CHF 800.- will be charged in addition to the hourly expenses.
12. Final Provisions
12.1 Amendments and supplements to the contract must be made in writing to be valid.
12.2. The contract or individual rights derived therefrom may only be assigned to third parties with the prior written consent of the other party.
12.3. Should any provision of this contract be invalid or unenforceable, the validity of the remaining provisions of this contract shall not be affected thereby. The parties shall replace the invalid or unenforceable provision with another provision that corresponds to its economic result.
12.4. All provisions of the contract which by their nature extend beyond its termination shall remain in force until they are fulfilled. This includes the provisions on confidentiality, governing law, compensation, intellectual property, liability and warranty.
12.5. In the event of disagreement, the parties shall seek an amicable settlement, in the last instance at management level, before referring the matter to the judge. Should such an agreement not be possible from the point of view of one of the parties, the matter may be referred to the judge.
12.6. The contract shall be governed by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is at the registered office of Marketing Monkeys GmbH
Issued: Solothurn, June 2022 (replaces earlier versions)