General Terms and Conditions
By opening an account on Smart eTax you automatically agree to the General Terms and Conditions of eDoc AG for the use of the Smart eTax account and the Smart eTax services (as of January 2022).
These are the General Terms and Conditions (GTC) of eDoc AG, Schulstrasse 17, 8472 Seuzach, Switzerland for the use of the Smart eTax account and the Smart eTax services for persons and organisations in Switzerland. Consent to these GC is given upon registration for the Smart eTax account. The owner of a Smart eTax account (customer) thereby declares that he has read, understood and accepted these GC and the data protection declaration of Smart eTax. The contractual relationship with Smart eTax begins with the acceptance of these GTC, at the latest with the use of a Smart eTax service, under the following conditions. These GC are available in a printable format. They are independent of other provisions on the use of software, applications or services of other providers when using Smart eTax services. Such provisions must be observed additionally where applicable.
2 Content and purpose
The subject matter of the present agreement is the provision, for a limited period of time and for the duration of the agreement, of the Provider's SaaS software described in the Annex for use by the Client via a data network as well as other services associated with this use in the sense of a cloud service. The Provider is the owner and holder of the rights to the SaaS software or is entitled to operate the SaaS software in the cloud. He offers the SaaS software together with the basic software necessary for its operation for use by the customer via a data network. The use of the SaaS software by the customer takes place via remote access with mobile or fixed end devices of the customer. The SaaS software is not installed on the (end) devices of the customer. 1.3 Annex The Annex attached to this Agreement as an integral part contains the more detailed information on the services to be provided by the contracting parties, in particular - the more detailed description of the SaaS software provided as part of the Cloud Service, incl. service description; - the time of commissioning; - the availability and the usage times, incl. maintenance windows, as well as the business hours. the scope of use (e.g. number of users, accesses per time period, storage capacity, etc.); - the data networks suitable for use; - the technical requirements for use (system requirements, etc.); - the designation of the documentation; - the Provider's price list. - any further regulations or documents contained in the Annex.
1. to open a Smart eTax account, successful registration is required. To do this, use the link sent to the email address provided. Registration opens a Smart eTax account for the owner, which offers certain functionalities. For a Smart eTax account of an organisation, the authorisation of the registrant to enter into the contractual relationship for the organisation is required. When registering, it is assumed that this authorisation exists. If this is not the case, the person in question may not register. The opening of a Smart eTax account and the activation of a Smart eTax service is done either by the customer himself or his employee, trustee or distributor/contractor as an authorised representative on his behalf.
1. Cloud Service of the Provider
The Provider shall provide the following cloud service to the Customer within the scope of this contract against payment: - The Provider undertakes to make the SaaS software listed in Clause 3.2 accessible to the Customer for use via a data network to the agreed extent (e.g. category, users, resources) in accordance with Clause 3.3. For this purpose, the Provider stores the SaaS software on a server platform which the Customer can access via one of the data networks mentioned in Clause 3.2 and thus use the SaaS software. The Provider undertakes, in accordance with Clause 3.4, to provide standard maintenance services for the SaaS software that is the subject of the contract, including help desk services to support the Customer in the event of problems in regular use. The Provider also undertakes to store and secure the Customer-specific data arising during use in accordance with Clause 3.5. The Provider is entitled to have all or some of the services to which it is obliged under this contract provided by subcontractors. The Customer may at any time request information from the Provider about the subcontractors used for the provision of the Cloud Service and their function. The Provider shall be liable for the acts or omissions of its subcontractors as for its own acts or omissions. Further services of the Provider, in particular training, may be agreed in writing at any time, insofar as such services are offered by the Provider. They will be provided to the Customer against reimbursement of the proven expenses at the Provider's rates applicable at the time of the order.
2. SaaS Software
The Provider shall make the SaaS software specified in the Annex available to the Customer for use for the term of this contract from the time agreed in the Annex by transmission via a data network (dedicated Internet line, dial-up Internet connection, Virtual Private Network [VPN] or GSM mobile radio services) against payment. The owed availability, i.e. the technical usability of the SaaS software and the data at the transfer point for use by the customer using a client, is regulated in the Annex. The technical requirements for the use/network connection of the client are described in the appendix. The technical requirements stated therein, which are valid at the time of the conclusion of the contract, can be unilaterally adjusted by the Provider at any time; however, the Provider must observe a notification period of one (1) month.
3. Rights of use
For the duration of this contract, the customer is granted a non-exclusive, non-transferable, non-sublicensable and remunerated right to use the SaaS software mentioned in section 3.2 for his own purposes. The provisions of this Clause 3.3 govern the Customer's rights of use conclusively. The Provider shall provide the Customer with the number of user names and user passwords agreed in the Annex. The Customer shall immediately change the passwords to passwords known only to him. The Customer is solely responsible for the administration of user profiles and passwords and these are to be kept secret by the Customer and protected from unauthorised access. The right of use includes exclusively the right to use the SaaS software, as specified in section 3.2, by remote access via a data line for the customer's own purposes, during the usage times and to the extent specified therein. Under no circumstances may the use be made in an unlawful manner or for unlawful purposes (including infringement of third party intellectual property rights or use of unlawfully obtained or processed data). The Customer shall indemnify the Provider against all costs, expenses and liability incurred by the Provider as a result of such unlawful use. The Provider is entitled to delete illegal data without further ado. The costs of remote access by the Customer (in particular for the required terminal equipment and the Customer's connection costs) shall be borne by the Customer and the Customer alone shall be responsible for the availability of the telecommunications connection. The transfer point for the use of the SaaS software and the associated data is the router exit of the Provider's computer centre. With the granting of the right to use the SaaS software, the Provider also grants the Client the right to use the client software that may be required for remote access to the end devices, insofar as this has been specified in detail in the Annex. The client software may be duplicated insofar as such duplication is necessary for the contractual use of the SaaS software (e.g. loading the client software into the main memory). The customer may only use the client to access the server within the framework of the contractual use of the SaaS software. The Client undertakes to comply at all times with the system requirements defined in the Annex and to ensure that the users are familiar with the proper operation of the client software. The rights of use granted to the client by the provider for software created by third parties are limited in scope to the rights of use granted by the third party to the provider. The rights of use relate only to the object code, but not to the source code. The customer may neither copy the SaaS software nor the structure of the database. The customer shall take the necessary precautions to ensure that third parties do not have access to the SaaS software. In the event of unauthorised access by a third party to the SaaS platform and software, the customer shall report this immediately to the Provider. He shall support the Provider in taking all permissible means to protect his interests. The user documentation referred to in the Annex is part of the granted right of use to the SaaS software and is provided by the Provider in electronic form. Insofar as a download of the user documentation is made possible by the Provider, the Customer may download the documentation via data line from the Provider's server and, while maintaining existing property right notices, save it, print it and reproduce it in reasonable numbers for the purposes of this Agreement. He has no claim to a printed version of the user documentation.
Unless deviating maintenance services are agreed in the annex or an annex supplement, the Provider undertakes to provide the following standard maintenance services for the SaaS software within the scope of the remuneration agreed for the cloud service: Helpdesk (telephone information service) for the customer in the event of application problems relating to the SaaS software. Receiving and checking error messages from the customer during business hours; - Troubleshooting in the event of malfunctions of the SaaS software; - Updating the user documentation and providing the user documentation in electronic form. If the SaaS software is third-party software, the error and fault clearance or adjustments to the SaaS software or its documentation shall be limited to coordination with the software manufacturer and the installation of patches and updates or documentation provided by the software manufacturer. The fee for the standard maintenance services is included in the ordinary fee for the cloud service in accordance with clause 3 below. Any further maintenance services which go beyond the standard maintenance services mentioned will be invoiced to the customer additionally in accordance with the Provider's applicable rates, insofar as they are offered by the Provider. The Provider is entitled to further develop and adapt the Cloud Service, but in particular the performance features of the SaaS software, in order to take account of technical progress and changes in the legal framework. The Provider shall inform about such updates of the Cloud Service with reasonable notice (as a rule 1 month in advance), in particular by e-mail or on a suitable maintenance portal. If the use of the updated version of the Cloud Service is unreasonable for the customer, the contract may be terminated by the customer at any time in writing with a notice period of 30 days to the end of a month.
5. Data, Data Storage & Backup
The Provider shall provide the Customer with storage capacity on the Provider's servers in accordance with the Annex for the storage of data in connection with the use of the SaaS software. The data belongs to the legal domain of the Customer using the Cloud Service, even if it is stored locally at the Provider. The customer is exclusively responsible for the storage and processing of the data. n particular, the Customer shall strictly comply with the provisions of the applicable data protection law when collecting and processing personal data. The Provider enables the Customer to download its data stored on the Provider's server during the term of the contract and within 30 days after termination of the contract in a standardised procedure provided by the Provider. However, the Provider does not assume any guarantee for the usability of downloaded data on other systems. The Provider is entitled to delete the Customer's data stored with him 30 days after termination of the contract, unless the Provider is obliged to retain them according to mandatory law. The Provider shall take suitable precautions against data loss in the event of cloud server failures and to prevent unauthorised access to the Customer's data by third parties. To this end, the Provider shall make regular backups (at least once a day), check the server platform for viruses and protect the Customer's access data stored on the server against unauthorised access by suitable means in line with the state of the art. 6.
6. Cooperation obligations of the customer
The Customer undertakes to pay the remuneration for the Cloud Service as set out in the Provider's current price list and the Annex. The current price list including the billing and payment modalities is attached to this contract as an appendix and is an integral part of this contract. The Provider is entitled to unilaterally adjust the price list at the beginning of a new month with 30 days' notice. If the Customer does not agree to the price adjustment, he has the right to terminate the contract prematurely at the time of the price adjustment, whereby the termination must be made in writing and in compliance with a notice period of three months. All invoices are to be paid by the Customer net within 30 days of the invoice date to the account specified by the Provider. Invoices that are not objected to in writing within the payment period are deemed to be accepted. The Provider is entitled to charge the statutory interest on arrears on all outstanding payments after expiry of the payment period without a reminder.
All intellectual property rights to the Cloud Service provided to the Customer under this Agreement shall be vested in the Provider or the software manufacturer. In particular, the Customer does not acquire any rights to the SaaS software itself (including the documentation), the developments and the know-how of the Provider, unless this is expressly agreed otherwise in the Contract or in the Annex. The customer is entitled to use the customer-specific developments, if any, developed by the provider on the basis of this contract to the same extent as agreed in section 3.3 above.
The Provider's liability for culpably caused personal injury is unlimited. The liability for direct damage to property and financial loss culpably caused by the Provider in the performance of the present contract is limited to the sum of a half-yearly annual fee (before the occurrence of damage) payable by the Customer for the relevant Annex. Any liability of the Provider or its vicarious agents for other or further claims and damages, in particular claims for compensation for indirect, consequential or incidental damages, lost profits, lost use, unrealised savings, loss of earnings, business or production - irrespective of their legal basis - is expressly excluded. The Provider shall in no case be liable for unlawful content of the data stored with it or its misuse by the Customer. This limitation of liability applies irrespective of the legal basis of the liability. Further mandatory legal liability, e.g. for gross negligence or unlawful intent, remains reserved. There are no guarantees that the Smart eTax account or the Smart eTax services will meet the individual needs of the client or its users, regardless of whether these have been communicated to the provider. Statements on the Website or other promotional statements from the Provider do not constitute representations or warranties as to the nature of the Applications. When using provided business data in contact registration, Provider provides this business data "as is". The Provider does not guarantee the completeness, quality, correctness, up-to-dateness, permanent availability or freedom from third party rights, nor does it guarantee that this business data is available for every country requested by the Owner. No intellectual property rights are transferred to the business data made available. The owner itself shall ensure that the business data is used in a legally compliant manner when used for its own purposes and shall be solely responsible for compliance with all applicable laws in connection with this data. Any misuse, e.g. to build up a comprehensive address database, as well as any unlawful use of this data is prohibited. In such a case, the Provider reserves the right to terminate the contractual relationship, to demand the deletion of this data and to claim damages. The Provider excludes any warranty and liability with regard to the business data made available - to the extent permitted by law. Any strict liability on the part of the Provider is excluded. In particular, it is not liable for disruptions for which it is not responsible, especially not for security defects and operational failures of third-party companies with which it cooperates or on which it is dependent. The Provider assumes no warranty, guarantee or liability for hardware, products or additional services of third-party providers that are integrated when using the applications. The Provider is not a party to the legal relationship that exists between the Owner and these third party providers.
In the event of a chargeable use of a Smart eTax service, the Customer shall owe the Provider a remuneration in accordance with the Provider's current price quotations. The remuneration is determined by the respective scope of use of the Smart eTax service by him and his users and, if applicable, a subscription fee. For the activation of a chargeable Smart eTax service, the deposit of a valid payment card is required as the sole means of payment. Special features regarding the method of payment may exist in individual cases. The Provider uses the service of an independent payment service provider for secure payment processing. Identification data required for a payment are entered into the secure environment of the payment service provider and transmitted via the Internet in accordance with standard encryption for financial transactions. The terms and conditions of the payment service provider apply. A debit from the deposited payment card is made on the 1st day of each month in advance for the chargeable Smart eTax services in the case of a fixed fee, after the end of the month in the case of variable usage options, and pro rata temporis for the period until the end of the month in the case of a start within a month. At the same time, the customer shall receive the payment receipt for the debit (amount purely net including statutory value added tax). The Customer hereby expressly authorises the Provider or the company responsible for payment to collect due receivables from the Provider arising from this contractual relationship directly via the deposited payment card. As a rule, invoices are issued monthly and directly to the Customer. The remuneration is payable purely net plus statutory value added tax in Swiss francs. The client must raise any objections in writing within 30 days of invoicing. If the invoice is not objected to within this period, it shall be deemed accepted. Default shall occur after the due date without further reminder. If the customer defaults on payment, the provider is entitled to restrict the use of the Smart eTax account as well as the Smart eTax services with immediate effect without setting a grace period, to block access and to terminate the contractual relationship. In the event of a restriction or blocking of access, the client shall not be entitled to use the applications, but shall remain obliged to pay the remuneration as it falls due. In the event of default, the Provider is entitled to charge default interest on the arrears as well as further costs (such as for processing, reminder fees, enforcement measures). Reminder fees amount to CHF 50 per reminder. In the event of payment arrears, the Provider may - subject to the Customer bearing the costs - at any time instruct third parties to collect the receivables. Upon termination of the contractual relationship, all outstanding debts shall become due. Smart eTax reserves the right to assert further damage caused by default. After full payment of outstanding debts, the provider can restore access to the Smart eTax account and the Smart eTax services. In the event of an obligation to pay in advance on the part of the Provider, creditworthiness information about the Customer may be obtained from third parties, for example a credit agency, in order to protect its legitimate interests, and data of the Customer on payment behaviour may be passed on to these third parties.
1. Duration & Termination of the Contract
This Agreement shall enter into force upon the Customer's acceptance of these GC upon registration for a Smart eTax account or activation of a Smart eTax Service. The contractual relationship with the Provider is concluded for an indefinite period. The client may terminate the use of the Smart eTax account and all Smart eTax services activated therein at any time by closing his Smart eTax account. The system will issue a warning with a note. If the customer then confirms the "Delete account" button again, the Smart eTax account and its contents stored therein will be irrevocably and completely deleted. There is no longer any possibility of restoring the contents. Individual Smart eTax services can be terminated at any time by deactivation. The provider may terminate the contractual relationship with 30 days' notice to the end of the month. The contract may also be terminated by the customer in writing at any time with 90 days' notice to the end of a month for an important reason for which the provider is responsible, provided that the reason has not been remedied by the provider within a reasonable period (at least 30 days) after written notification by the customer. Both parties reserve the right to terminate the contract without notice for good cause. In particular, justified suspicion of abuse of the use of the Smart eTax account or a Smart eTax service, any violation of the existing contractual provisions by the Customer or his users, as well as insolvency, opening of bankruptcy proceedings or petition for debt-restructuring moratorium of the other party shall be deemed to be good cause. The contract may be terminated by the Provider in writing at any time with 30 days' notice to the end of a month for good cause for which the Provider is not responsible. Good cause is deemed to exist in particular in the event of unlawful use or if, in the event of default in payment, the customer fails to make payment even after a final reasonable payment deadline has been set with the threat of termination.
2. Consequences of termination
Termination of the contractual relationship does not entitle the owner to a refund of any payment already made. In the event of termination during a current month, the entire month shall be owed as remuneration. Due claims shall be fulfilled. At the time of termination of the contractual relationship, the Provider will block access to the Smart eTax account, terminate the use of the Smart eTax services. Individually deactivated Smart eTax services will be blocked immediately. This means in particular that all pending business cases or services as well as any associated status messages will no longer be transported or executed or will be available The client is responsible for planning the termination of the use of the Smart eTax account and the Smart eTax services. He/she will independently back up his/her data files in good time before termination and delete corresponding data or hereby authorises the Provider to delete the data upon termination of the contractual relationship. Access to the owner's data files is excluded after termination of the contractual relationship, as these are deleted at the latest upon expiry of the backup periods. Excluded from deletion is data which the Provider is legally or contractually obliged to retain for a limited period of time, as well as data which is required for the billing or collection of the services provided.
4. Data protection
The contracting parties are aware that the conclusion and performance of this contract may result in the processing of personal data relating to the contracting parties, their employees, subcontractors, etc. The disclosing party shall not disclose any such data to third parties. In such cases, the disclosing party shall take appropriate organisational, technical and contractual precautions to ensure data protection. State-of-the-art encryption mechanisms are used for data transmission. However, it cannot be completely ruled out that transmitted data can nevertheless be viewed by unauthorised persons. Certain technical features of the connection setup (e.g. IP addresses) are not encrypted. With knowledge of this data, localisation and thus a conclusion about an existing relationship to the customer or user is possible. The Client further acknowledges that data may be transmitted uncontrolled across borders, even if the sender and recipient of the data are located in Switzerland. The provider shall implement appropriate technical and organisational measures that are appropriate in particular to the state of the art, the type and scope of data processing when using the applications and possible risks that their use entails. This includes the use of security measures such as firewalls or antivirus programmes to protect the customer's data. All communication that takes place through the Provider or by means of the software used by the Provider shall, wherever possible, only be made via protected communication channels. The Provider may carry out checks at regular intervals with regard to possible threats to data security.
5. Export control
The Customer is aware that the Cloud Service may be subject to the export legislation of various countries and undertakes not to export the Cloud Service to countries or to natural or legal persons or to permit access by persons to whom an export ban applies under the relevant legislation. The Provider is also entitled to restrict, suspend or terminate the Customer's access to the Cloud Service for good cause on the basis of provisions applicable to it relating to trade sanctions or embargoes.
6. Force Majeure
In the event of any disruption, delay or interruption to the Smart eTax Account or the Smart eTax Services due to force majeure (such as landslides, earthquakes, severe weather, storms, floods, other natural disasters, terrorism, epidemics, pandemics) or other circumstances or events, which significantly restrict the Provider or, as the case may be, third party providers in their provision of services or make their provision of services impossible (such as sabotage, hacker attacks, danger of misuse, conspicuous flow of information, war, an embargo, strike, lockouts, fire, explosions, power failure, laws, regulations, decisions or orders of governmental authorities, shutdowns, failures of communication networks, of server or infrastructure providers or gateways of other operators, even if such failure occurs at suppliers or subcontractors of the Provider or their subcontractors, the Provider shall have the right to block access to the Smart eTax account and to restrict Smart eTax services, to interrupt and postpone the provision of services for the duration of such event or its consequences and to extend this period by a reasonable period of time for the commencement of the further provision of services. For this period, the Provider shall be released from its performance obligations. If such an event continues without interruption for a period of more than 60 days, the contractual relationship may be terminated by either party. In no event shall the Customer be entitled to any damages or other claims against the Provider if such a circumstance is beyond the reasonable control of the Provider.
7. Offsetting of claims
The offsetting of any claims of a contracting party against counterclaims of the other party requires the prior written agreement of the contracting parties.
The Provider shall endeavour to achieve the highest possible availability of the Smart eTax account and the Smart eTax services at all times and shall exercise due care to this end. The targeted availability does not include interruptions or restrictions due to the following events: technical necessities, detection or rectification of security risks, anomalies in access behaviour, sabotage or malfunctions, (planned and unplanned) (emergency) maintenance and downtime, programme corrections, any updates or changes to the functions of software, restrictions imposed by other systems, official or court orders, acts or omissions of the owner or its users, epidemics, pandemics or cases of force majeure, problems attributable to server suppliers or hosting partners, defence against attacks by pirates, hackers, viruses or other malware events, breaches of data security or to ward off other dangers. In these cases, the Provider is entitled to restrict access to the Smart eTax account and the Smart eTax services as well as any additional services at any time and, if necessary, without prior notice or to interrupt them for the required period of time, without this giving rise to any claims (including price reductions, repayment of payments made, damages) or other rights on the part of the Customer - subject to mandatory statutory liability claims. These interruptions or restrictions will be notified to the customer - as far as possible - as soon as possible. The Provider shall endeavour to ensure that interruptions and restrictions are remedied as quickly as possible and shall endeavour to schedule them as briefly as possible and, if possible, at suitable times.
The provider is interested in the satisfaction of their customers. For this reason, the Provider may inquire by e-mail whether the applications can be used satisfactorily or provide the customers with information concerning the applications, such as information about maintenance, new features or possible uses. It is possible to object to receiving such e-mails at any time by sending a message to the Provider. The Provider is entitled to send the Customer, even without the Customer's consent, information on its own similar contractual products or the additional services used via the Smart eTax account by e-mail or post or to contact the Customer by telephone. The Provider has a legitimate interest in this to address the Customer in an advertising manner. There is a right to object to the sending of such e-mails or telephone enquiries at any time. An objection can be declared directly to the provider.
The Provider is entitled to change these GC, the scope of use of the applications and their prices at any time and will notify any changes at least one month in advance in writing or by other means (e.g. within the Smart eTax account or by e-mail to the e-mail address provided by the Owner). They are deemed to be approved if the owner does not terminate the contractual relationship within 30 days of notification of the changes. In the event of a change, the customer has no claims against the provider. Prices will be adjusted at the beginning of each calendar month.
2. Contents of the contract
This contract and its appendices conclusively regulate the relationship between the contracting parties with regard to the subject matter of the contract and replace the negotiations and correspondence conducted prior to the conclusion of the contract. In the event of contradictions, the annex shall take precedence over this contract; in the event of several annexes, the last validly concluded provisions of the annexes shall take precedence over the contradictory provisions in an earlier annex.
3. Written form
In order to be valid, this contract, its annexes and any amendments and additions must be in writing and signed by both contracting parties. This formal requirement may only be waived by written agreement.
Notices intended for the exercise of rights and obligations under this contract shall be given in writing, by letter or by fax/e-mail followed by a letter of confirmation, to the addresses of the contracting parties indicated on the title page of the contract or in the annex.
5. Partial invalidity
Should individual provisions or parts of this contract or an appendix prove to be void or ineffective, this shall not affect the validity of the rest of the contract. In such a case, the contracting parties shall adapt the contract in such a way that the purpose intended by the void or ineffective part is achieved as far as possible. The same shall apply in the event of a loophole in the contract.
6. Assignment & Transfer
This contract may only be assigned or transferred to the other party with the prior written consent of the other party, which consent may only be withheld for good cause.
7. Applicable Law
This contract shall be governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and excluding the conflict of laws rules.
8. Settlement of disputes
In the event of any disagreement, both parties to this contract undertake to seek an amicable settlement in good faith. In the event of any dispute arising out of or in connection with this Agreement, both parties agree to seek in good faith to reach a mutually agreeable settlement.
If, despite the efforts of the contracting parties, an amicable settlement is reached, the ordinary court at the Provider's registered office shall have exclusive jurisdiction to rule on all disputes arising from or in connection with this contract, subject to the Provider's right to sue the Customer at the latter's registered office.