GENERAL TERMS AND CONDITIONS
1. Validity of the General Terms and Conditions
1.1 The legal relationship between SORA SOLUTIONS SERVICES AG, CH 6430 Baar (hereinafter: “SORA SERVICES”) on the one hand and the customer of SORA SERVICES (hereinafter: “Customer”) on the other hand, who uses services or products of Sora Services, is governed by the present General Terms and Conditions (hereinafter: GTC).
1.2 The Customer accepts the present General Contractual Terms and Conditions by agreeing (verbally, in writing or electronically) or by using the services offered by SORA SERVICES as an integral part of the contract between him and SORA SERVICES.
1.3 If the customer’s order is made through the order mode on the SORA SERVICES’ homepage or in any other electronic way, its binding nature is valid until its acceptance or non-acceptance by SORA SERVICES.
1.4 Unless otherwise agreed in writing, these terms and conditions apply to all offers and agreements of SORA SERVICES and in particular to any “SLA” or specific customer contracts.
1.5 Acceptance of the GTC obliges the client to use the services offered by SORA SERVICES in accordance with the present GTC. Special regulations in the respective contract between the client and SORA SERVICES remain reserved.
1.6 Terms in the singular number stand at the same time for the plural and vice versa. Terms for one gender also stand for the other gender. Terms referring to persons include partnerships, unincorporated companies and partnerships and vice versa.
1.7 The present GTC may be updated, supplemented or modified by SORA SERVICES at any time for technical or market reasons, provided that these modifications are not unreasonable for the client. The new GTC will be communicated to the customer in writing and in an appropriate manner. If the customer does not raise an objection within 30 calendar days, the new GTC shall be deemed to have been approved.
2. Scope of Services and Service Obligations
2.1 SORA SERVICES offers services (hereinafter: “services”) of all kinds in the field of information technology.
2.2 The scope of services is determined by the contract between the customer and SORA SERVICES. This contract is exclusively authoritative.
2.3 The worldwide system “Internet” consists of independent, interconnected networks and computers. SORA SERVICES has only influence on those systems which are in its network. For this reason, error-free services cannot be guaranteed.
2.4 Both parties can request a change of the agreed scope of services in writing at any time during the period of service provision.
2.5 It is hereby expressly pointed out that additional expenses due to hardware and/or software problems as well as unforeseeable integration problems are not included in the contractual scope of services.
2.6 SORA SERVICES shall ensure the uninterrupted availability of its infrastructure. For maintenance purposes and in case of unexpected system failures, SORA SERVICES reserves the right to limit the availability of its services or to suspend them for an indefinite period of time, but only for as long as necessary.
2.7 SORA SERVICES has the right to subcontract all or part of its obligations under the Agreements. SORA SERVICES remains responsible for the fulfillment of its obligations under the Agreements. By signing the Agreements, the Customer consents to the use of subcontractors at Sora Solutions Services or directly at the Customer’s premises.
2.8 If the performance of SORA SERVICES is significantly impeded or even rendered impossible due to force majeure or events beyond the control of SORA SERVICES, SORA SERVICES shall be entitled to extend the delivery period by the duration of the event plus a reasonable start-up period.
2.9 Delivery and installation costs shall be borne by the customer.
3. Delivery and Export of Goods
3.1 Delivery time specifications are generally considered to be non-binding. A deviation from this is only given if SORA SERVICES marks the delivery time information as “binding”. Delays in delivery will be communicated to the customer in writing. A right of withdrawal from the contract due to delivery delays does not exist. Furthermore, by accepting the present general terms and conditions, the customer waives all claims for damages against SORA SERVICES due to delayed delivery.
3.2 The benefit and the risk of the object of the contract are transferred to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the business premises of SORA SERVICES for the purpose of shipment.
3.3 SORA SERVICES reserves the right of partial deliveries. Other written agreements between the client and SORA SERVICES remain reserved.
3.4 The re-export of hardware is generally prohibited by law. At most the re-export is permitted after obtaining a special permit. The customer is hereby requested to transfer the export prohibition to the new owner in case of sale of the subject matter of the contract.
4.1 Customers purchasing third party products – in particular hardware and software – benefit from the same warranty as granted to SORA SERVICES by the manufacturer of the third party products. The manufacturer’s warranty does not cover expenses incurred by SORA SERVICES, which are incurred as a result of defective hardware and software. Furthermore, expenses incurred by SORA SERVICES after delivery of third party hardware and software are not covered by the manufacturer’s warranty. This includes in particular new installations of programs, configuration of hardware parts and other expenses in connection with the delivery of hardware and software.
4.2 In principle, warranty services are provided during normal business hours at the domicile of SORA SERVICES (Baar, ZG, CH) by appropriately instructed personnel. Transport and/or travel expenses incurred by SORA SERVICES and necessary for the provision of warranty services as well as other related expenses are to be borne by the customer.
4.3 Failures of SORA SERVICES services, which occur as a result of insufficient instruction of its personnel by the client, as well as a violation of the guidelines of SORA SERVICES or of the manufacturers of hardware and software, as well as malfunctions or failures of the power supply, are not subject to the warranty of SORA SERVICES. In addition, any consumable material such as exchangeable data carriers, color ribbons, toner and the like are excluded from the warranty.
5. Rights of Use of Software and Product or Service Designation, as well as “Managed Services”
5.1 Unless otherwise agreed, the customer is granted a non-exclusive, non-permanent and non-transferable right to use the services of SORA SERVICES (software as well as product or service designation) for his own internal use. The customer has to ensure that unauthorized third parties do not gain access to the services obtained from SORA SERVICES. Third parties are only considered authorized if SORA SERVICES gives its written consent for the use of the services offered by it by third parties. As far as standard products of third parties contain more extensive license conditions, these also become valid through the acceptance of the present general terms and conditions. The transfer of the source code may only take place in consultation with and with the express approval of SORA SERVICES.
5.2 Should SORA SERVICES approve the transfer of the rights of use for a software to a third party by means of a bilateral agreement with the customer, all copies must be provided with the original copyright notice as well as all other protective notices.
5.3 If in connection with the services offered by SORA SERVICES (software development or realization of other projects) claims for infringement of property rights are asserted, the customer is obliged to notify SORA SERVICES in writing within five calendar days. Without prior consent of SORA SERVICES the customer is not allowed to take any legal action. Furthermore he has to leave the defense against such claims to SORA SERVICES on demand, in particular the conduct of the lawsuit, including the conclusion of a settlement.
5.4 In the event that the use of the services offered by SORA SERVICES by the Customer or parts thereof is prohibited by a judicial decision or if, in the opinion of SORA SERVICES, there is a threat of legal action due to infringement of intellectual property rights, SORA SERVICES has the right to choose between the following measures:
(a) Modification of the Services focusing on the non-infringement of any Proprietary Rights;
(b) Procuring the right to the Customer to continue using the Services;
(c) Replacement of the Services with other Services that do not infringe any Proprietary Rights and either comply with the requirements or are equivalent to the replaced Services;
(d) Taking back the Services or the subject matter of the Agreement and refunding to Customer the fee paid less a reasonable amount for use and loss of value.
5.5 If the infringement of property rights is based on a concept originating from the customer, the modification of the services and products by the customer or the operation with contractual items not delivered by SORA SERVICES, the above obligations for contractual items shall not apply.
6.1 Any communication or other notice given by one of the Parties to the other with respect to the Agreements shall be given in writing or as an electronic message (hereinafter: “Communication”). Such notice shall be deemed received:
(a) If delivered by hand or registered mail: at the time of delivery;
(b) If by electronic message: at the time of receipt of the message, if received during business hours, or one hour after the beginning of the next business day. An electronic message will be deemed to have been received by the receiving party’s computer system if receipt is recorded in the receiving party’s computer system, unless the sending party provides evidence to the contrary.
6.2 If an electronic message is sent, the receiving party will acknowledge receipt without culpable delay to the sending party. The mere fact that the sending party does not receive an acknowledgment of receipt shall not affect the validity of the electronic message or its effectiveness.
6.3 All technical and commercial information received by one Party from another Party arising out of or in connection with the performance of the Agreements shall be kept confidential from third parties. The obligation set forth in this paragraph shall not apply to confidential information that:
(a) Is in the public domain without violating the Agreements.
(b) Is already known and in existence by the recipient prior to disclosure by the disclosing party.
(c) Have been developed by the Recipient wholly independently of the Disclosure itself or of the time of the Disclosing Party’s Disclosure.
(d) Are demonstrably derived from a commercially available product
(e) Or disclosed as a result of an administrative or judicial action, provided that Recipient will use its best efforts to maintain the confidentiality of the Confidential Information. Recipient will promptly notify the disclosing party upon learning of any such action to allow the disclosing party to take legal action to keep such Confidential Information confidential.
7. Prices, Remuneration, Terms of Payment, Price Increases
7.1 The Customer shall pay the fees for the Services specified in the Agreement. The due periodical fees are invoiced by SORA SERVICES in advance at the beginning of the respective period. The one-time fees are invoiced to the customer after initial provision of the SORA SERVICES services.
7.2 Payment shall be made to the bank account specified by SORA SERVICES on the invoice within 30 (thirty) days of the invoice date (“Due Date”). The date of receipt of payment and not the date of remittance shall be decisive for determining timely payment.
7.3 SORA SERVICES may adjust the recurring remuneration annually to the inflation of the previous year for the following year. The adjustment of the remuneration shall be made according to the change of the national consumer price index (CPI).
7.4 The fee increase shall become effective at the beginning of a new calendar year. Any further price increase shall become effective only if the Customer does not object to such increase in writing within one month after notification of the fee increase. In this case, the agreement in question will be terminated on the expiration date of the initial term or the corresponding extension, without any further costs or fees being incurred by the customer. In the period between notification and termination of the relevant agreement, the services will continue to be delivered under the originally agreed terms. If the Customer continues to use the Service(s) after the initial term or any agreed extension has expired, such continued use shall be deemed to be acceptance of the price increase. This price increase shall take effect with retroactive effect from the date specified in the notification of the price increase.
7.5 If the Client fails to pay any fee due as a result of and in connection with the Services Agreement by the due date, it shall be in default without any written reminder being required. Notwithstanding any other rights to which SORA SERVICES may be entitled under applicable law, SORA SERVICES shall be entitled to charge interest per annum on all amounts due at the rate of 12%, and to claim reimbursement of all costs associated with the recovery of its claims (including all legal costs and VAT).
7.6 All agreed prices for services provided by SORA SERVICES are denominated in Swiss francs and are exclusive of VAT and other public charges, unless otherwise stated.
7.7 All fees payable by the Client as a result of and in connection with these Agreements, shall be held debt-free and without deductions for and on account of taxes, duties or other deductions, unless the Client is required to make payments on account of deductions or duties. In such case, the amount payable shall be increased so that SORA SERVICES receives, after the levies and deductions, the net amount that would have been payable anyway if the said deductions had not been required.
7.8 All amounts payable by the Customer to SORA SERVICES in connection with the Agreement are exclusive of VAT.
7.9 The Customer assures that he is in orderly financial circumstances and is able to meet his financial obligations arising from this agreement.
8. Retention of Title
8.1 SORA SERVICES retains full and unrestricted ownership until full payment of the purchase price of the delivered goods. Accordingly, SORA SERVICES reserves the right to register a retention of title in the competent register.
8.2 The pledging or transfer of ownership by way of security of the goods by the customer is not permitted.
8.3 Industrial property rights are not transferred to the customer.
8.4. Processing or transformation is always carried out for SORA SERVICES as owner or entitled, but without obligation for it.
8.5 If the (co-)ownership of SORA SERVICES expires by combination or sale, it is agreed that the resulting claims of the customer – in case of combination in proportion to the value – are transferred to SORA SERVICES.
8.6 SORA SERVICES reserves the right to credit overpaid amounts as advance payment of future claims without an explicit request for return. There is no right to interest on the advance payment. Overpaid amounts for subscriptions can be reclaimed and refunded after deduction of a processing fee of at least CHF 20.00 for domestic customers and at least CHF 50.00 for foreign customers.
9. Further Obligations of the Customer
9.1 Certain products and services offered by SORA SERVICES require a close cooperation with the customer. If intermediate goals as well as duties of cooperation and acceptance are contractually agreed upon in this respect and the customer does not comply with the corresponding duties, SORA SERVICES is released from its further obligation to perform. SORA SERVICES may invoice the costs incurred so far for immediate payment after having issued a warning.
9.2 The client is obliged to use the services offered by SORA SERVICES properly and lawfully. The proper and lawful use includes in particular
(a) The communication of information necessary for the use of the services offered by SORA SERVICES, as well as the enabling of the technical as well as digital installations at the Customer’s premises necessary for the provision of the services.
(b) Ensuring compliance with regulatory requirements, insofar as this is currently or may be required in the future for the use of the services offered by SORA SERVICES.
(c) The immediate reporting of malfunctions, recognizable defects and damages as well as the taking of all reasonable measures that enable the determination of the defects or damages and their causes or facilitate and accelerate the elimination of the malfunction.
(d) Reimbursement of expenses incurred in inspecting its infrastructure, if and to the extent that it is found that the Customer caused the malfunction intentionally or through gross negligence or that the malfunction was within its sphere of responsibility and it was grossly negligent in not recognizing this.
9.3 Changes of personal or company data on the part of the customer are to be communicated to SORA SERVICES immediately as well as further factual or legal circumstances which have or can have a significant influence on the contract.
9.4 SORA SERVICES reserves the right to terminate the contractual relationship without notice in the event of a breach of the obligations stipulated under clause two and after unsuccessful warning of the customer.
9.5 The customer is responsible for the hardware and software components – including programs, licensing and configuration – on his end devices. SORA SERVICES does not guarantee a faultless operation of the services offered by it, if the end- SORA SERVICES does not guarantee the proper operation of the services offered by it if the client’s terminal equipment is technically defective or does not meet the minimum requirements specified by SORA SERVICES.
10. Customer’s Responsibility for Web Contents and Transmission or Retrieval of Data
10.1 The customer is liable for the way of using the SORA SERVICES services as well as for his own web contents. In particular, he has to comply with the following obligations.
(a) The customer has to refrain from retrieving, offering or referring in any other way, especially by setting links, to information with illegal or immoral contents.
(b) The valid laws against the spreading of illegal or immoral as well as youth-endangering contents are to be kept by the customer. Furthermore, the customer must ensure, among other things by careful handling of passwords and the use of other suitable measures, that content which is likely to endanger children or young people morally or impair their well-being does not come to the knowledge of persons protected by these laws.
(c) The customer is obligated to refrain from violating national and international copyrights as well as other property rights, such as human rights and trademark rights of third parties in particular.
(d) Furthermore, it is prohibited to use the services of SORA SERVICES to damage or harass third parties, in particular by unauthorized intrusion into third party systems, namely hacking, spreading of viruses of any kind or by unsolicited sending of e-mails, namely in the form of “spaming”, junk mail and similar.
10.2 There is no obligation on the part of SORA SERVICES to check the contents of customer offers for their legal conformity. SORA SERVICES reserves the right to unilaterally terminate the contract without notice and to immediately discontinue the respective services if such a case becomes known. Claims for damages as well as corresponding legal and penal steps remain reserved.
10.3 The customer acknowledges that SORA SERVICES is obliged to block access to services of SORA SERVICES with illegal or immoral content of the customer in case of corresponding official or judicial request. A reduction, refund or compensation claim for the customer does not result from this.
11. Use of the Services Offered by SORA SERVICES by Third Parties
11.1 Third parties are not allowed to use the services of SORA SERVICES directly or indirectly, unless SORA SERVICES gives its prior written consent. In particular, the client is forbidden to communicate passwords for the use of SORA SERVICES’ services to third parties, to make them accessible or to enable their use in any other way.
11.2 Third party users, who are allowed to use the SORA SERVICES services by SORA SERVICES, are to be instructed by the corresponding SORA SERVICES client in the proper use according to the present GTC. The responsibility for culpable misconduct of the third party users is borne by the corresponding client. The culpable misconduct of the third-party users is attributed to the corresponding customer and treated as if it were his own. If the use by third parties is not permitted by SORA SERVICES, this does not result in any claim for reduction, reimbursement or compensation of the customer.
11.3 Furthermore, the client has to pay those fees that arise in the context of the use of SORA SERVICES services by authorized or unauthorized third parties. For all the customer is liable for all violations of the present regulations of these GTC as well as the underlying customer contract as a result of the use of the services by authorized or unauthorized third parties.
11.4 The customer has to release SORA SERVICES in any case from all claims – regardless of the respective type.
11.5 SORA SERVICES has to be informed immediately in written form if the customer becomes aware of illegal or immoral use of the SORA SERVICES services by third parties or of facts that give reason to fear illegal or immoral use by third parties. In one of the aforementioned cases, the customer must immediately change the access data to the SORA SERVICES services or arrange for their change.
12. Running Time and Delivery Time
12.1 In accordance with the Regulations, all Agreements shall commence on the Commencement Date and shall remain in force for the Initial Term after the Commencement Date. Each agreement shall be automatically renewed for a subsequent period of one year unless terminated by either party with not less than three months’ notice before the end of the current term. The notice of termination shall be given in writing to the other party.
12.2 Either party may terminate any of the Agreements by giving notice of termination with immediate effect if:
(a) The other party executes an assignment of all or substantially all of its assets to its creditors or the other party executes a like assignment for the benefit of its creditors; or;
(b) The other party becomes insolvent or bankruptcy proceedings are commenced voluntarily or compulsorily against the other party under applicable bankruptcy law; or;
(c) The other party has been convicted of an offense concerning its professional conduct and the judgment is final; or;
(d) The other party has caused damages as a result of gross negligence or willful misconduct. Notwithstanding the foregoing, either party shall have the right to immediately terminate or temporarily suspend any of the Agreements or its obligations hereunder if:
(e) The other party breaches or fails to perform any of the terms of the Agreements and such breach or failure (i) is not capable of remedy, or (ii) if capable of remedy, has not been remedied within the period of thirty (30) calendar days after notice from the other party requesting such remedy;
(f) The other Party fails or ceases to comply with any or all of the technical, financial or legal conditions to access and use the Services.
12.3 Any such termination or temporary suspension shall be in writing to the other party.
12.4 Any right to temporary suspension of the Services under this Agreement shall not affect the right to terminate the Agreement. Termination of the Agreement will not affect the accrued rights of the parties up to the expiration date of the Agreement.
12.5 At the time of termination of the Agreements, Customer shall promptly and without cost to SORA SERVICES.
(a) At SORA SERVICES’ request, either return to SORA SERVICES or destroy all Confidential In-formation, including all copies then in its possession or application; and;
(b) Remove all confidential information contained in any technical equipment, computer systems, networks, files and software under the control or use of the Customer; and;
(c) Certify in writing to SORA SERVICES that the actions described in (a) and (b) have been taken.
13.1 The payment terms are determined by the contract with SORA SERVICES. After the expiration of the payment term the customer is automatically in default without reminder. Any objections against the invoice have to be raised by the customer in writing within 20 days from delivery. If there are no objections within this period, the invoice is considered as approved by the customer.
13.2 SORA SERVICES reserves the right to stop or block its services in case of a delay of payment by the customer. In this case, the client shall not be entitled to the performance of services by SORA SERVICES and shall remain obliged to pay the periodic fees due. The reconnection can be conditioned with a handling fee of at least CHF 50.
13.3 SORA SERVICES is entitled to charge interest on arrears at the rate of 5% as soon as the client is in default of payment.
13.4 The contractual relationship may be terminated unilaterally and without notice by SORA SERVICES if the client is in default of payment of the fees or parts thereof for two consecutive invoicing periods.
13.5 SORA SERVICES also reserves the right to assert further claims regarding the delay in payment, which SORA SERVICES incurs as a result of the reminder and enforcement procedure. Reminder fees of CHF 20 may be charged for reminders.
13.6 Furthermore, SORA SERVICES is entitled to sell outstanding invoice amounts plus reminder fees and default interest to third parties for the purpose of collection. The costs for the assignment of CHF 60 will be charged by SORA SERVICES to the customer when handing over the claim to the collection agency.
14.1 SORA SERVICES is entitled to demand from the client a security amounting to the sum of the invoiced amounts of the last two months of the repeated delay or to the average of the expected future turnover, if this seems justified by other exceptional circumstances.
14.2 SORA SERVICES is entitled to terminate the contract without notice if the client does not comply with the immediate order of the security requested by SORA SERVICES.
15.1 The minimum duration, the period of notice and the termination date are determined by the type of contract concluded with SORA SERVICES. The refund of the amount or fee pro rata temporis is excluded and forfeited to SORA SERVICES, if the termination takes place before the expiration of the agreed minimum duration or on a date not agreed upon.
15.2 SORA SERVICES may terminate the contract without notice if bankruptcy, insolvency, composition or comparable proceedings have been opened against the client or are obviously and imminently threatened or an application for opening such proceedings has been filed. The customer is obliged to inform about such facts immediately and in due time.
15.3 The notice of termination shall be given by registered letter in due time.
15.4 The objects and documents provided to the client, which are the property of SORA SERVICES, are to be returned to SORA SERVICES immediately, but no later than 14 calendar days after termination of the contract, at the expense and risk of the client until they are received by SORA SERVICES, after termination of the contractual relationship. The customer is obliged to pay damages in the amount of the replacement value of the objects and documents, if he does not comply with the present obligation to return. If a higher damage is proved, the customer is obliged to compensate it.
15.5 In case of premature termination of the contract for a reason for which the customer is responsible, SORA SERVICES is entitled to pay damages in the amount of the fee that would have been incurred for the remaining contract period. Further claims remain reserved.
16. Right of Set-off and Retention, Assignment and Transfer
16.1 SORA SERVICES may set off its claim against counterclaims of the client. The customer is not entitled to set off possible counterclaims against claims of SORA SERVICES.
16.2 The client commits himself to waive the assertion of retention rights against SORA SERVICES.
16.3 All contractual rights and obligations are neither transferable nor can they be assigned to third parties, unless otherwise agreed.
16.4 SORA SERVICES reserves the right to transfer the customer contract or rights and obligations arising therefrom to another domestic group company without the customer’s consent, provided that SORA SERVICES directly or indirectly controls this company. Furthermore, SORA SERVICES is entitled to transfer or assign contracts or claims arising therefrom to third parties for collection or financing purposes without the consent of the customer.
17. Exclusion and Limitation of Liability
17.1 SORA SERVICES shall not be liable for any direct or indirect damage, nor for any direct or indirect damage resulting from the use or from the malfunctioning of the services delivered or provided by SORA SERVICES.
17.2 SORA SERVICES shall not be liable to the Customer for special, incidental, indirect, punitive or consequential damages. This excludes without limitation causation by act, breach of contract, omission, fault or negligence on the part of SORA SERVICES or its employees, its contractors and subcontractors. Nor shall SORA SERVICES be liable without limitation for damages for loss of business, loss of revenue or profit, loss of use, loss of data, loss of savings or anticipated savings, loss of investment, loss of goodwill, loss of capital costs or of additional administrative costs. It does not matter whether these damages are foreseeable or not, whether they are a consequence of or related to the relevant agreement, or whether they result from an action based on a contract, statute, equity, but also tort, negligence or any other legal basis.
17.3 Furthermore, SORA SERVICES does not guarantee for its services the uninterrupted trouble-free operation nor the trouble-free operation at a certain time. The liability for interruptions of operation, which serve in particular the elimination of malfunctions, maintenance or the introduction of new technologies, is hereby excluded.
17.4 SORA SERVICES does not guarantee the integrity of the data stored or transmitted through its system or the Internet and declines any liability in this regard. Any guarantee for the accidental disclosure as well as damage or deletion of data sent, received or stored through its system is excluded.
17.5 SORA SERVICES hereby excludes liability in particular for the following cases
(a) Direct or indirect consequential damages in case of malfunction of the SORA SERVICES infrastructure, in particular in case of malfunction of the leased lines of subcontractors of SORA SERVICES;
(b) The incorrect, non-existent, illegal transmission or interception of electronic messages by third parties;
(c) The lack or inadequacy of the confidentiality of encrypted data, notably also when SORA SERVICES acts as a certificate authority or offers other cryptology services;
(d) Processing errors during the execution of business transactions via Internet, in particular not in case of transmission errors of credit card data or other payment information;
17.6 SORA SERVICES excludes any liability if it is prevented from fulfilling its contractual obligations in a timely or proper manner for reasons beyond its control.
17.7 The liability according to the Federal Law of 18 June 1993 on Product Liability (Product Liability Law, PrHG) remains unaffected in any case.
18 Force Majeure
18.1 Neither party shall be responsible or liable for any failure or delay or the consequences thereof in the performance of its obligations under the Agreement due to strike, lockout or other industrial dispute (whether involving the employees of the parties or of other parties), act of God, embargo, war, riot, civil commotion, malicious damage to property, conformity with law or government regulations, rules or orders, accident, breakdown of machinery and technical equipment, fire, flood or storm, or any other cause beyond the control of the parties or due to the consequences of any of the foregoing. If any such delay occurs (unless the cause renders the performance of the agreement in question null and void or impossible or illegal, which otherwise cancels the agreement), the performance period shall be extended for the party in such a way as to enable it to perform as expected. The period is not limited to the duration of the delay.
18.2 If the delay due to a Force Majeure Event continues for more than two calendar months, the other Party shall be entitled to terminate the Agreement with respect to the Service affected by the Force Majeure Event.
19.2 The customer is obliged to provide SORA SERVICES with all data necessary for a proper fulfillment of the contract. Furthermore the customer commits himself to observe the data protection regulations and to inform all his users of the services of SORA SERVICES that traffic and usage data are collected.
20.1 The parties undertake to keep confidential any information of the contractual partner designated as confidential and not to make it accessible to unauthorized third parties. In particular, the content of contracts including appendices shall be deemed confidential. Confidentiality shall be guaranteed beyond the end of the contract.
20.2 SORA SERVICES is entitled to hand over customer addresses to third parties, especially criminal authorities, if illegal or immoral acts are detected.
21. Place of Fulfillment, Jurisdiction, Applicable Law and Others
21.1 Place of performance is CH-6340 Baar, Canton Zug, Switzerland.
21.2 The exclusive place of jurisdiction for any disputes or the assessment of claims arising from or in connection with these GTC and the customer contract is CH-6340 Baar.
21.3 The contractual relations between the parties shall be governed exclusively by Swiss substantive law. The “Vienna Sales Convention” (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980) shall not apply.
21.4 In the event of any ambiguity between the English, French and German versions of these GTC, the German version shall prevail.
21.5 In case of invalidity or legal ineffectiveness of certain provisions of these GTC, the validity of the remaining provisions shall remain in force. Invalid or legally invalid provisions shall be replaced in this case by legally compliant provisions which come as close as legally possible to the economic effects of the invalid provisions.
Baar, January 2021 GTC V1.0