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General Terms and Conditions for KLARA.

1. General

The following General Terms and Conditions (GTC) of KLARA Business AG apply to the KLARA web application.  
By accepting these GTC, the user approves, in particular, the collection of specific user-related data in the manner and for the purposes described herein.  
These GTC apply to all functionalities of the KLARA web application. Separate and complementary GTC may apply to the use of individual modules. 


2. Scope of deliverables 

KLARA provides small businesses and individuals with largely automated web-based personnel administration, financial accounting, and customer management capabilities. The deliverables and functionalities are described in detail on the KLARA website.  

KLARA Business AG is entitled to enlist third-party assistance in providing its services.  

KLARA Business AG retains all rights related to “KLARA” software, brands, and processes. The user is entitled to usufruct as governed by these GTC. 

 

3. Registration

The user must create an account to use KLARA. The registration process enables users to authenticate themselves to affiliated third parties in conjunction with an application. For certain applications, KLARA may require additional identification steps. 

 

4. System requirements

To use KLARA, the user needs access to the Internet as well as a web-compatible computer or smartphone with a current-generation browser (Internet Explorer, Chrome, Firefox, Safari, etc.).  

 

5. Support

During office hours, users can access online support as well as e-mail support outside business hours.  

 

6. Costs 

Generally, the use of KLARA does not entail any costs to the user. Payments may be required for the use of certain extended applications.  

Depending on the device and on the contractual relationship with the Internet Service Provider, data traffic costs may be incurred when accessing the KLARA application. This also applies to access from foreign countries.

 

7. Privacy 

When handling person-related data, KLARA Business AG respects data privacy legislation. In particular, KLARA Business AG is bound by the following principles:  

Accumulated data and data processing purpose:  
KLARA Business AG collects, stores, and processes data needed for rendering its services, for managing and nurturing customer relationships, as well as specifically for assuring a high level of service quality, for the reliability of operations and infrastructure, and for billing purposes (user data).  

KLARA Business AG can view data supplied by users (supplied data) only if this is necessary for rendering services and the user explicitly approves this use (support, for example).  

Use and forwarding of data:  
User data is used to handle the rendering of individual services and for communicating with the user. To the extent that agents are enlisted, KLARA Business AG shall assure that they use the data exclusively for rendering the respective services.  

If a transfer of data to third parties is necessary (for instance for reporting wage and salary data to social security agencies or insurers), users are notified by the system before the function is activated.  

If an application is delivered jointly with a third party or if the user accesses third-party services via KLARA and if the user approves the service, KLARA Business AG may forward the necessary data to such third parties (for instance for postal delivery of payroll statements).  

Data analyses are performed for the functional enhancement and further development of the applications.  

User data may be used for marketing purposes if approved by the user. If the user approves, the data used for marketing purposes and the marketing purposes themselves will be itemized. For example, the user may receive customized offers, also from third parties. In this context, no user data is forwarded to third parties. If the users are interested in offers submitted to them, they can initiate a data delivery to the respective third party. On request by government authorities (for example in criminal proceedings), the required data shall be disclosed, provided this is legally mandated and KLARA Business AG is obligated to comply.  

Beyond that scope, no data shall be forwarded to third parties.  

Data storage:  
All application-related data is managed and stored in secure facilities in Switzerland. User data reserved explicitly for communication with users may also be stored abroad.  

Data security:  
With adequate organizational measures, the data is protected against unauthorized access. Data transmission is encrypted.  

Data deletion:  
When the account is terminated, the data will be totally deleted within a period of three months. Additionally, the user may require the complete deletion of all data at any time. After the contract is terminated, KLARA will enable customers to export their complete data files.  

Recording of user behavior:  
Tracking systems (such as Adobe Analytics) are used to record anonymized user behavior. This process does not allow any tracing of specific or specifiable users.

 

8. Obligations of users and sanctions

Users are obliged to integrate only such content into the application for which they own the respective rights. The delivery of content that violates laws, particularly foreign intellectual property laws or antitrust legislation, is prohibited. Additionally, supplied content must neither be of a racist, pornographic, or otherwise offensive nature.  

In the event of indications that suggest unlawful or contractually illicit behavior, KLARA Business AG may urge the user to comply with legal and contractual provisions, change, restrict, or discontinue the scope of its deliverables without prior notice and without compensation, temporarily block access to the application, terminate the contract without notice and without compensation, and, as the case may be, sue for damages and indemnification from third-party claims. Furthermore, KLARA Business AG is entitled to remove illicit content immediately and without prior notice, whether or not on request by third parties.  

In the event of an abuse of the application, particularly if an illegal act is suspected, the data may be evaluated for clarification purposes and, if justified by a requester, forwarded to the respective authorities or to the third party affected by the abuse.  

If users notice or suspect the abuse of their account, they must immediately change their access data and notify KLARA Business AG without delay.  

In the event of payment delays, KLARA Business AG may, after serving a single reminder, restrict or discontinue the service without further notice, temporarily block access to the application, or unilaterally terminate the contract with the user without prior notice and without compensation.  

 

9. Warranty and liability

KLARA Business AG strives to assure high availability of its services. However, it cannot assume any liability for the interruption- and fault-free functionality of its infrastructure and its services.  

Services rendered by third parties are not covered by guarantees or assurances with respect to availability, quality, operation, or support.  

Users are solely responsible for access to their accounts. Users are required to treat their access data confidentially and to disclose this data exclusively to authorized persons. KLARA Business AG fully waives any and all responsibility in this respect.  

KLARA Business AG is liable for damages caused by gross negligence and by intent. No liability can be assumed for slight and moderate negligence. In particular, the liability of KLARA Business AG is generally waived with respect to indirect damage and consequential damage such as lost profits or third-party claims.  

The user is responsible for contract violations by the user and consequential claims by third parties. If charges are brought against KLARA Business AG due usage that is illegal or in breach of contract, the respective user shall hold KLARA Business AG harmless against any third-party claims.  

 

10. Modification and discontinuation of applications

Adjustments in the scope of deliverables and functionalities of the web application or its complete discontinuation are possible at any time. The customer shall be informed in advance of major modifications. The customer will have the possibility of exporting all of his data files.  

If modifications entail significant deteriorations for the customer, he will have the right to terminate the use of the respective application or the complete application with a period of notice of one month effective at the end of any month.  

KLARA Business AG may amend these GTC and complementary usage conditions at any time. Amendments will be communicated in advance with suitable means. Users who do not agree to the amendments may terminate their accounts at any time.  

The current version of the GTC published on the KLARA platform constitutes the agreement that governs the relationship between the user and KLARA Business AG.  

 

11. Legal venue, applicable law

Subject to overriding legislation in the user’s country of residence, Swiss law shall be applied in the settlement of issues and disputes regarding this service. The sole legal venue is the domicile of KLARA Business AG, subject to mandatory legal venues at the respective domicile of the user.  

Version 1.0, December 2017  

 

Supplementary Terms and Conditions for KLARA Services. 

1. Scope 

1.1. These Supplementary Terms and Conditions for KLARA Services (‘Service Terms’) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for services related to KLARA’s software solution (‘platform’). 

1.2. These Service Terms are valid as a supplement to and an integral component of KLARA’s General Terms and Conditions. 

1.3. By entering into a contract, the customer accepts these Service Terms, and by booking offers from third parties also accepts the conditions that the respective third party has for those offers. 

 

2. Formation of contract 

2.1. Signing the contract form or, in the case of an electronic booking, sending the order, forms a binding order by the customer. 

2.2. The contract is subject to KLARA’s approval. Should KLARA wish to reject an order, it shall strive to inform the customer within 10 working days of the request. 

2.3. If KLARA accepts the request, the customer hires KLARA to provide the requested services (‘scope of performance’) pursuant to Art. 394 et seq. CO (simple agency contract).

 

3. Contract duration and termination 

3.1. The contract begins when the customer signs in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.  

3.2. For services that are provided annually, quarterly or by the semester (such as annual financial statements, VAT returns, etc.), a contract with a fixed term will have the same duration as the customer’s fiscal year, normally 12 months. After that time, the contract will automatically be extended by the same period of time as the customer’s subsequent fiscal year, normally 12 months. Contracts may be terminated as of the end of any fiscal year, subject to one month’s notice. In such an event, some services may be provided after notice is given. 

3.3. For services provided on a monthly basis (such as KLARA Coach), the fixed contract term is six months. These contracts will automatically be extended by subsequent periods of one month. After the fixed term, such contracts may be terminated subject to one month’s notice to the end of any month, ending no earlier than the end of the fixed term. 

3.4. For services provided on the basis of effort (such as full service, booking), the fixed contract term is six months. These contracts will automatically be extended by subsequent periods of one month. After the fixed term, such contracts may be terminated subject to one month’s notice to the end of any month, ending no earlier than the end of the fixed term. 

3.5. For services provided on a one-time basis (such as onboarding, data import, etc.), the contract ends upon fulfillment. If contracts are terminated while the service is being provided, such terminations will be considered untimely and the customer will not be entitled to a reduction or a waiver of the agreed contract sum. 

3.6. In all other cases, and unless agreed otherwise, the fixed contract term is six months. These contracts will automatically be extended by subsequent periods of one month and may be terminated subject to one month’s notice to the end of any month, ending no earlier than the end of the fixed term. 

3.7. If contracts are terminated before the end of the fixed term, such terminations will be considered untimely and the customer will not be entitled to a reduction or a waiver of the agreed contract sum. 

3.8. Services may be terminated electronically or in writing. 

4. KLARA’s services 

4.1. The customer will be assigned a personal point of contact at KLARA (‘KLARA Coach’) for the duration of services ordered. 

4.2. KLARA shall provide the services according to the agreed scope of performance. Detailed information about services, products and prices can be viewed on the KLARA website.  

4.3. KLARA may hire competent third parties to execute orders. 

4.4. Performance by third parties is governed by their own provisions. 

4.5. KLARA agrees to maintain secrecy regarding all facts of which it gains knowledge in connection with the execution of the order unless the customer releases KLARA from this duty, or the facts are general knowledge or publicly accessible. The confidentiality obligation continues to apply even after termination of the contractual relationship. The confidentiality obligation also applies to any third parties involved. 

 

5. Customer duties 

5.1. The customer shall install the required software updates on devices. 

5.2. The KLARA Coach must have user access to the platform in order for services to be provided. The KLARA Coach may authorize other internal users to perform the work. 

5.3. The customer shall promptly provide KLARA with all information and documents required for the proper execution of the order, and without a special request to do so. Should the customer fail to fulfill its duties to cooperate or its responsibilities on time or to an acceptable standard, this may lead to delays, errors and additional work when KLARA provides services (e.g. if work needs to be repeated). KLARA is entitled to invoice the customer at the applicable rates for the additional work and the additional costs incurred as a result of a lack of cooperation or inadequate cooperation by the customer or due to inaccurate information or instructions provided by the customer. KLARA is released from any liability and warranty in connection with the customer’s failure to fulfill its duties to cooperate or its responsibilities on time and/or to an acceptable standard. 

5.4. KLARA may assume that the information, documents, requirements and instructions it has received are accurate and complete. In particular, KLARA may assume that all receipts provided represent justified business expenses for accounting purposes and that all facts relevant to the income statement and balance sheet are mentioned or contained in documents provided electronically. Verifying the accuracy, completeness and correctness of the information and documents provided, especially with regard to accounting and the balance sheet, does not fall within KLARA’s scope of performance. 

5.5. If the customer does any of its own accounting, KLARA may assume that this work is accurate, complete and verifiable, and that the work has been performed in compliance with statutory requirements, especially regulations relating to Swiss VAT, and that the books meet Swiss accounting standards. KLARA is released from any liability and warranty in connection with accounting work performed by the customer. 

5.6. The customer agrees to inform KLARA of all processes and circumstances that may be of significance to properly executing the order. KLARA reserves the right to request additional information and documents. 

5.7. The customer shall send KLARA all documents and information required to execute the order electronically, through the platform. KLARA is not obliged to store copies of customer documents, although it does have the express right to do so. 

5.8. The customer is responsible for ensuring its own compliance with statutory retention periods for business correspondence and business documents. 

 

6. Prices and terms of payment

6.1. Prices and modes of payment are shown on KLARA’s website. 

6.2. KLARA verifies company information and personal information.

6.3. KLARA reserves the right to only provide services in return for advance payment.  

6.4. All prices are given in Swiss francs and do not include VAT. KLARA’s invoices are payable within 30 days of the invoice date. 

6.5. Customer receivables cannot be offset against KLARA’s receivables. 

6.6. If KLARA engages the services of third parties on the customer’s behalf, the customer agrees to settle the fees and expenses of these third parties directly and to release KLARA from any obligations it has entered into. 

6.7. If third parties are engaged to process payments, their terms and conditions apply. 

6.8. If a contract is entered into retroactively for a fiscal year that has already begun (see section 3.2), the amount for past months will also be due. If a contract is entered into retroactively for a month that has already begun (see section 3.3), the full amount for that month will be due.

 

7. Liability and remedy of defects 

7.1. KLARA cannot guarantee specific effects, economic or otherwise. Regardless of specific work results handed over, KLARA does not provide statements in the form of expectations, forecasts or recommendations for the purpose of a guarantee regarding the occurrence of corresponding circumstances.

7.2. Any operational changes that have a significant impact on the scope of performance, such as the founding of subsidiaries, the acquisition of holdings, corporate restructuring, mergers, spin-offs, contributions in kind, transfers of assets, bankruptcies, shortened or extended fiscal years, financial statements during the fiscal year, domestic and foreign branches, foreign VAT obligations, changing to different accounting standards from CO, as well as another extraordinary fiscal or statutory impact on accounting, etc. (not an exhaustive list), entitle KLARA to unilaterally limit the scope of the order, completely refuse it, or transfer it to a third party in consultation with and at the request of the customer. 

7.3. Advising the customer on matters of business administration, law, taxes, tax planning and optimization and answering questions related to social insurance and general insurance issues is expressly not part of this scope of performance. 

7.4. KLARA is liable for failing to properly execute orders if it does so with intent or through gross negligence. In addition, all liability claims and claims to compensation, especially claims for compensation of indirect and consequential losses, such as lost profit and third-party claims, are excluded to the extent permitted by law. 

7.5. The customer must report defects to KLARA within 30 days, otherwise work is considered to be accepted. The customer is entitled to have any defects remedied. It must set a reasonable deadline for KLARA to provide such a remedy. 

7.6. The scope of performance for lump sum fees is valid for customary business use. If usage varies significantly from this customary use or if there are indications that the service is also being used for other enterprises, KLARA reserves the right to suspend or restrict service provision at any time, or to terminate the order or resort to another appropriate measure.

 

8. Deadlines and agreed dates  

8.1. If an agreed date falls on a Saturday, Sunday or public holiday, it will be moved to the next working day. 

8.2. KLARA shall endeavor to meet agreed deadlines for the delivery of work results (such as VAT invoicing, annual financial statements, etc.), but it cannot guarantee this in every case. 

8.3. If KLARA is unable to provide its services because it is waiting on cooperation and/or information from the customer as described in section 5.3, the deadline will be extended by the amount of time that KLARA was waiting plus a reasonable start-up time thereafter. KLARA is free from any liability and warranty for consequences arising from such delays. 

 

9. Final provision 

Should a provision be or become invalid, or if a provision is incomplete, this will not affect the remaining content of these Service Terms. The invalid provision will be deemed to be replaced by the legally valid provision that most closely reflects the economic intent and purpose of the invalid provision. The same applies to any gaps in the contract. 

Version 1.0, may 2019 

 

Supplementary Terms and Conditions for KLARA Booking. 

1. Scope 

1.1. These Supplementary Terms and Conditions for KLARA Booking (‘Booking Terms’) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for the Booking. 

1.2. These Booking Terms are valid as a supplement to and an integral component of KLARA’s General Terms and Conditions. 

1.3. By entering into a contract, the customer accepts these Terms, and by booking offers from third parties also accepts the conditions that the respective third party has for those offers. 

 

2. Formation of contract 

2.1. Signing the contract form or, in the case of an electronic booking, sending the order, forms a binding order by the customer. 

2.2. The contract is subject to KLARA’s approval. Should KLARA wish to reject an order, it shall strive to inform the customer within 10 working days of the request. 

 

3. Contract duration and termination 

3.1. The contract begins when the customer signs in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.  

3.2. The contract is concluded for an indefinite period. 

3.3. The contract can be terminated subject to 10 days’ notice to the end of any month. 

3.4. Services may be terminated electronically or in writing. 

 

4. KLARA’s services 

4.1. During the contractual term, the customer is entitled to use the cloud-based KLARA Booking in return for payment. 

4.2. The usage rights stipulated by this contract are not transferrable or sublicensable. 

4.3. Detailed information about services, products and prices can be viewed on the KLARA website. 

4.4. Some services may be provided in collaboration with third parties. Services provided by third parties are governed by their own provisions. 

 

5. Prices and terms of payment

5.1. Prices and modes of payment are shown on KLARA’s website. 

5.2. KLARA verifies company information and personal information. 

5.3. All prices are given in Swiss francs and do not include VAT. KLARA’s invoices are payable within 10 days of the invoice date. 

5.4. Customer receivables cannot be offset against KLARA’s receivables. 

5.5. If third parties are engaged to process payments, their terms and conditions apply. 

Version 1.0, june 2019 

 

Supplementary Terms and Conditions for KLARA Online Cockpit. 

1. Scope 

1.1. These Supplementary Terms and Conditions for KLARA Online Cockpit (‘Online Cockpit Terms’) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for the Online Cockpit. 

 

1.2. These Online Cockpit Terms are valid as a supplement to and an integral component of KLARA’s General Terms and Conditions. 

1.3. By entering into a contract, the customer accepts these Terms, and by booking offers from third parties also accepts the conditions that the respective third party has for those offers. 

 

2. Formation of contract 

2.1. Signing the contract form or, in the case of an electronic booking, sending the order, forms a binding order by the customer. 

2.2. The contract is subject to KLARA’s approval. Should KLARA wish to reject an order, it shall strive to inform the customer within 10 working days of the request.

 

3. Contract duration and termination 

3.1. The contract begins when the customer signs in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.  

3.2. The contract is concluded for an indefinite period.

3.3. The contract can be terminated subject to 10 days’ notice to the end of any month.

3.4. Services may be terminated electronically or in writing.

 

4. KLARA’s services 

4.1. During the contractual term, the customer is entitled to use the cloud-based KLARA Online Cockpit in return for payment.

4.2. The usage rights stipulated by this contract are not transferrable or sublicensable. 

4.3. Detailed information about services, products and prices can be viewed on the KLARA website. 

4.4. Some services may be provided in collaboration with third parties. Services provided by third parties are governed by their own provisions. 

 

5. Prices and terms of payment 

5.1. Prices and modes of payment are shown on KLARA’s website. 

5.2. KLARA verifies company information and personal information. 

5.3. All prices are given in Swiss francs and do not include VAT. KLARA’s invoices are payable within 10 days of the invoice date. 

5.4. Customer receivables cannot be offset against KLARA’s receivables. 

5.5. If third parties are engaged to process payments, their terms and conditions apply. 

Version 1.0, june 2019