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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 (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:

7.1. 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).

7.2. 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.

7.3. 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.

7.4. Data security:

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

7.5. 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.

7.6. 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 2.0, April 2020

 

 

Supplementary Terms and Conditions for the KLARA Asset Management.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basicallly, 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 submits the order in accordance with section 2.1. unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Asset Management for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Asset Management requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Asset Management is not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsible for the correctness of the collection of his data.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 1.0, October 2020

 

 

Supplementary Terms and Conditions for KLARA Inventory.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basically, 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 submits the order in accordance with section 2.1. unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widget Store.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widget Store or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Inventory for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Inventory requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Inventory is not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsible for the correctness of the collection of his data.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widget Store.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 1.0, December 2020

 

 

Supplementary Terms and Conditions for the KLARA POS.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basicallly, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA POS system for the duration of the contract.

4.2. KLARA supplies the customer with the hardware package for the POS system. The goods will be shipped by post. The shipping risk is assumed by the customer. The customer buys the delivered devices.

4.3. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.5. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. The POS system requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. The POS system is functional without an Internet connection but cannot exchange data with the KLARA application.

5.2. Customers are obliged to install the necessary software updates in their hardware.

5.3. The customer is entitled to return the KLARA POS system hardware within 30 days after contract finalization. The goods must be returned by post. The customer also bears the shipping risk for returns.

5.4. After 30 days from the start of the contract, the POS terminal can no longer be returned and full payment for the hardware becomes due.

5.5. If the KLARA terminal is returned incompletely, in damaged condition or not original packed, the customer shall be invoiced for the individual devices. If everything is returned completely within the first 30 days since contract finalization, the respective hardware invoice shall be annulled.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

6.3. Payment for the KLARA POS hardware can be agreed as a one-off payment or as a down payment over 12 months. KLARA reserves the right to only deliver the goods in the case of a one-off payment against prepayment. In this case, the goods will only be delivered upon receipt of the full invoice amount. In the case of payment in installments, a monthly invoice is issued and the hardware becomes the property of the customer when the last payment installment is made.

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

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

6.6. All delivered goods remain the property of KLARA until full payment is received.

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

7. Warranty

7.1. KLARA extends a two-year warranty to the customer for hardware package devices that were purchased. In the event of defects, the customer has the exclusive right to repair or replacement at KLARA's discretion. KLARA endeavors to provide the customer with a replacement device immediately but cannot guarantee seamless availability.

 

Version 3.0, August 2020

 

 

 

Supplementary Terms and Conditions
for KLARA Online News Basic and Plus.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basicallly, 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 submits the order in accordance with section 2.1 unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be automatically extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Online News Basic or Online News Plus (depending on the subscription) for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties (for example, in cooperation with Google and Facebook). Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Online News Basic and Online News Plus require an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Online News Basic and Online News Plus are not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsable for the correctness of the collection of his data. Content must be recorded truthfully.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 1.0, July 2020

 

 

Supplementary Terms and Conditions
for the KLARA Online Presence Basic and Plus.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the usage and remuneration of the Widget offer.

2.2. Basicallly, the usage 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be automatically extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Online Presence for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. The KLARA Online Presence requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. The KLARA Online Presence is not functional without an Internet connection.

5.2. Customers are advised to install the necessary software updates in their hardware.

5.3. The customer is responsible for the correctness of the collection of his data. Content, such as the location, must be recorded truthfully.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 1.0, June 2020

 

 

Supplementary Terms and Conditions
for the KLARA Online Shop and KLARA pay.

1. Scope

1.1. These Supplementary Terms and Conditions for the KLARA Online Shop (‘Online Shop Terms’) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for the Online Shop including the KLARA online payment solution KLARA pay.

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

1.3. By activating the KLARA Widget, the customer accepts these Online Shop 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basicallly, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata. With KLARA pay there is no pro rata calculation in the first usage month.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Online Shop as well as optionally the service KLARA pay for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. The KLARA Online Shop requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. The KLARA Online Shop is not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 2.0, June 2020

 

 

Supplementary Terms and Conditions
for KLARA Online Appointment Booking.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basically, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Online Appointment Booking for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Online Appointment Booking requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Online Appointment Booking is not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsible for the correctness of the collection of his data.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 2.0, April 2020

 

 

Supplementary Terms and Conditions
for the product range HairOne (S, M, L) by KLARA.

1. Scope

1.1. These Supplementary Terms and Conditions for the product range “HairOne” by KLARA (“HairOne”) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for the product range HairOne.

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basicallly, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widget Store.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be automatically extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widget Store or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Online News Basic or Online News Plus (depending on the subscription) for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties (for example, in cooperation with Google and Facebook). Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. The product range HairOne require an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. The product range HairOne are not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsable for the correctness of the collection of his data. Content must be recorded truthfully.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widget Store.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

7. Special case KLARA POS

7.1. The POS system requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. The POS system is functional without an Internet connection but cannot exchange data with the KLARA application.

7.2. Customers are obliged to install the necessary software updates in their hardware.

7.3. The customer is entitled to return the KLARA POS system hardware within 30 days after contract finalization. The goods must be returned by post. The customer also bears the shipping risk for returns.

7.4. After 30 days from the start of the contract, the POS terminal can no longer be returned and full payment for the hardware becomes due.

7.5. If the KLARA terminal is returned incompletely or in damaged condition, the customer shall be invoiced for the individual devices. If everything is returned completely within the first 30 days since contract finalization, the respective hardware invoice shall be annulled.

7.6. Payment for the KLARA POS hardware can be agreed as a one-off payment or as a down payment over 12 months. KLARA reserves the right to only deliver the goods in the case of a one-off payment against prepayment. In this case, the goods will only be delivered upon receipt of the full invoice amount. In the case of payment in installments, a monthly invoice is issued and the hardware becomes the property of the customer when the last payment installment is made.

7.7. KLARA extends a two-year warranty to the customer for hardware package devices that were purchased. In the event of defects, the customer has the exclusive right to repair or replacement at KLARA's discretion. KLARA endeavors to provide the customer with a replacement device immediately but cannot guarantee seamless availability.

 

Version 1.0, September 2020

 

 

Supplementary Terms and Conditions for KLARA Project.

1. Scope

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

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

1.3. By activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basically, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widget Store.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widget Store or in writing.

4. KLARA's services

4.1. The customer is granted free usage of the cloud-based KLARA Project for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Project requires an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Project is not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widget Store.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. All delivered goods remain the property of KLARA until full payment is received.

6.6. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 2.0, April 2020

 

 

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 activating the KLARA Widget, 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basically, 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 commissions 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. For services that are provided monthly (e.g. KLARA Coach Abo), the fixed contractual term shall be six months. Subsequently, the contract shall be automatically extended by one month. After the fixed duration, the contract can be terminated with effect at the end of any month subject to one month’s notice, initially at the end of the fixed contract duration.

3.3. For non-repetitive services rendered (e.g. onboarding, data import, etc.), the contract ends when it is fulfilled. 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.

3.4. If contracts are terminated prior to the expiry 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.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

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

4.2. KLARA shall provide the services according to the agreed scope of performance.

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

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

4.5. Services rendered by third parties are governed by their own provisions.

4.6. 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 rights and obligations

5.1. KLARA services require an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA services are not functional without an Internet connection.

5.2. Customers are urgently requested to install the necessary software updates in their hardware.

5.3. The KLARA Coach must have user access to the platform in order to render the services. The KLARA Coach may authorize other internal users to perform the work.

5.4. The customer shall promptly provide KLARA with all information and documents required for the proper execution of the order, and without an explicit 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 with regard to scheduling and/or quality.

5.5. KLARA may assume that the information and documents as well as the related 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.

5.6. 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.

5.7. 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.

5.8. 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.

5.9. 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 and the KLARA Widgetstore.

6.2. KLARA shall verify 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 indicated in Swiss francs and do not include VAT. KLARA’s invoices are payable within 10 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 the current month will be due in full.

7. Liability and remedy of defects

7.1. KLARA cannot guarantee specific occurrences, economic or otherwise. Regardless of specific work results handed over, KLARA does not provide statements in the form of expectations, forecasts or recommendations in terms of a guarantee regarding the occurrence of specific 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, integration in corporate structures, mergers, spin-offs, contributions in kind, transfers of assets, bankruptcies, shortened or extended fiscal years, interim financial statements during the fiscal year, domestic and foreign branches, foreign VAT obligations, adoption of different non-CO accounting standards, 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 the work is considered to be accepted. The customer is entitled to have defects, if any, remedied. A reasonable deadline must be granted for KLARA to provide such a remedy.

7.6. If usage varies significantly from 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 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 5.4, the deadline will be extended by the amount of time that KLARA was waiting plus a reasonable start-up time thereafter. KLARA is indemnified from any liability and warranty for consequences arising from such delays.

9. Final provision

9.1. 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 shall be replaced by a 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 2.0, April 2020

 

 

Supplementary Terms and Conditions for
KLARA Website Basic and Plus incl. domain.

1. Scope

1.1. These Supplementary Terms and Conditions for the KLARA Website Basic and Plus (‘Website Basic and Plus Terms’) govern the relationship between customers (‘customer’) and KLARA Business AG (‘KLARA’) for the products KLARA Website Basic and KLARA Website Plus incl. own domain.

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

1.3. By activating the KLARA Widget, the customer accepts these Online Shop 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. By activating the KLARA and/or partner Widget including the confirmation of the respective terms, the customer is bound to the contract.

2.2. Basically, 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 submits the order in accordance with section 2.1, unless the contract is refused in accordance with section 2.2.

3.2. The contract is concluded for the usage period selected in the Widgetstore.

3.3. If the usage period is monthly, the contract can be terminated with effect at the end of each month except in the first usage month. In the first usage month, usage is calculated pro rata.

3.4. An annual contract can be terminated with effect at the end of the contract year subject to a 30-day period of notice. If the termination is delayed, the contract will be extended by a further year.

3.5. Terminations must be communicated electronically via the KLARA Widgetstore or in writing.

4. KLARA’s services

4.1. The customer is granted free usage of the cloud-based KLARA Website Basic or Plus and own domain (depending on the subscription) for the duration of the contract.

4.2. The usage rights persuant to this contract are not transferable or sublicensable.

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

4.4. Some services are rendered in cooperation with third parties. Services rendered by third parties are governed by their own provisions.

5. Customer rights and obligations

5.1. KLARA Website Basic and Plus require an Internet connection. The customer is responsible for maintaining the integrity of the Internet connection. KLARA Website Basic and Plus are not functional without an Internet connection.

5.2. Customers are urgently advised to install the necessary software updates in their hardware.

5.3. The customer is responsible for the correctness of the collection of his data. Content must be recorded truthfully.

6. Prices and terms of payment

6.1. Prices can be viewed on the KLARA website and in the KLARA Widgetstore.

6.2. KLARA shall verify company information and personal information.

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

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

6.5. If third parties are entrusted with payment handling, their terms and conditions shall apply.

 

Version 2.0, November 2020

 

 

Supplementary Terms and Conditions
of business for the KLARA Expert Portal.

1. Scope of application

1.1. These supplementary terms and conditions of business for the KLARA     Expert Portal (“GTCB Expert Portal”) govern the relationship between the customers (“Customer”) and KLARA Business AG (“KLARA”) for services provided for the software solution by KLARA (“Platform”).

1.2. These GTCB Services apply as a supplement to, and an integral part of, KLARA’s General Terms and Conditions of Business. If contradictions are found to exist between the two, these GTCB take priority.

1.3. By activating the KLARA Widget, the Customer accepts these GTCB and, when booking third party offers, also the relevant terms and conditions of the particular third party.

2. General 

2.1. The KLARA Expert Portal with the dedicated Coach offering gives service providers in many different branches (referred to below as “Partners”) Internet-based software solutions for booking and organising interactive online consultancy and face-to-face consultancy.

The solutions comprise in particular:

  • - The opportunity for the service provider to make appointments with his customers using the software.
  • - Provision of the technical solutions needed for online communication in virtual conference rooms.
  • - Dispatch of text-based information, including data exchange.
  • - Management of customer information.
  • - Provision of a web page window that can be freely designed by the Customer (referred to below as the “Coach Widget”) on a KLARA sub-domain.

KLARA reserves the right to amend these GTCB at any time. The amended GTCB enter into force when they are published in the KLARA Widget Store.

3. Software as a Service (SaaS) contract

3.1. KLARA provides SaaS services for its Partners in the area of business management software via the Internet. KLARA may provide the services in cooperation with third parties.

The object of the contract is:

  • - the provision of KLARA’s software for use via the Internet and
  • - storage of the Partner’s data (data hosting)

4. Software provision

4.1. KLARA gives the Partner access via the Internet for the contractual term to the latest release of the KLARA Expert Portal using the KLARA Coach Widget against payment. For that purpose, KLARA stores the software on a server which can be accessed by the Partner via the Internet.

4.2. KLARA continuously develops the software and improves it by means of ongoing updates and upgrades.  

4.3. KLARA constantly monitors the working of the software and eliminates software errors to the extent that this is technically feasible. An error occurs in particular if the software fails to perform the functions indicated in the performance specifications or otherwise fails to work in a functionally satisfactory manner so that use of the software is impossible or substantially restricted.

5. Rights of software use

5.1. KLARA grants the Partner a non-exclusive and non-transferable right to use the software for the intended purpose for the contractual term within the framework of the SaaS services.

5.2. The Partner may not duplicate or edit the software unless that is specifically permitted in the latest performance specification on the website. In particular, even temporary installation or storage of the software on data carriers (hard discs etc.) in the hardware used by the Partner (except for working memories) is prohibited.

5.3. The Partner is not permitted to make this software available for use by third parties, either with or without payment. The Partner is specifically prohibited from making the software available to third parties in any form whatsoever.

5.4. The Partner undertakes to organise his potential contractual relations with third parties in such a way that use of the software by third parties without payment is effectively prevented.

5.5. The Partner has the possibility of ordering various additional packages (“Add-ons”) from KLARA over and above the Expert Portal. These add-ons may in particular facilitate the integration of third-party providers’ software and extend the functional scope. Insofar as access rights are needed to make use of an add-on of this kind, by ordering the add-on the Partner specifically agrees to grant all the access rights needed for this purpose.

6. Data hosting

6.1. KLARA gives the Partner defined memory space on a server to store his data. If the memory space is insufficient to store the data, KLARA will inform the partner in good time. If the Partner then fails to order further memory space against payment, data which exceed the available storage space will no longer be stored.

6.2. KLARA makes sure that the stored data can be retrieved via the Internet insofar as that is technically feasible.

6.3. The Partner is not authorised to make this storage space available to a third party for use, either in whole or in part, with or without payment.

6.4. The Partner undertakes not to store any content on the memory space which, should it be made available, published and used, will be in breach of applicable law or agreements with third parties.

6.5. Insofar as this is technically possible, KLARA must take appropriate and reasonable measures to prevent data loss and unauthorised third-party access to the Partner’s data. To that end, KLARA will regularly perform backups, monitor the Partner’s data for the presence of viruses and install firewalls.

6.6. The Partner always retains sole entitlement to the data and may therefore require KLARA, during the contractual term, to release some or all of the data without KLARA having a right of retention. The data are released by transfer via a data network. The Partner has no entitlement to the software required for application/use of the data.

6.7. After notice to terminate the contract has been given, the Partner is still entitled to require his data to be released for one month (from the date of termination) pursuant to the provisions set out above. KLARA is not obliged to store the Partner’s data on its systems beyond that date. If a Partner asks for the data to be released once the one month’s time limit has expired, and if such data are still held by KLARA, KLARA shall release the data to the Partner after payment of the costs effectively incurred for this purpose.

7. Support and customer service

7.1. KLARA will answer, either by telephone or in writing, enquiries made by the Partner (by email) about the Expert Portal or specifically about the KLARA Coach offering and other SaaS services; it will do so during the hours of business announced on the KLARA.ch website as soon as possible after receipt of the particular question.

7.2. Save where otherwise contractually agreed, KLARA is under no obligation to respond to and answer an enquiry within a specified time limit.

8. Impairment of accessibility

8.1. Adaptations of, and amendments and additions to, the SaaS services that are the object of the contract and actions designed to enable functional defects to be detected and remedied will only lead to a temporary interruption or impairment of accessibility in cases where this is unavoidable for technical reasons.

8.2. The basic functions of the SaaS services will be continuously monitored. Maintenance of the SaaS services is in principle performed between 08:00 and 18:00 on Monday to Friday. In the event of serious defects which render use of the SaaS services impossible or substantially more difficult, maintenance will, as a rule, take place within two hours of detection or reporting of the defect by the Partner. KLARA will inform the Partner in good time of the maintenance work and perform it as quickly as possible.

8.3. KLARA has no influence on the maintenance work and availability of third-party providers and services, which are used for part of the KLARA service (including Microsoft Azure and Twilio).

8.4. The availability of the individual SaaS services amounts to 99.5% on an annual average.

9. Duties of the Partner

9.1. The Partner must take suitable measures to prevent unauthorised third-party access to the software. To that end, the Partner will, as far as necessary, call his employees’ attention to the requirement to respect copyright. In particular, the Partner will instruct his employees not to make any copies of the software nor to disclose access data to third parties.

9.2. The Partner is himself responsible for entering and maintaining his data and information required to use the SaaS services – without prejudice to KLARA’s obligation to assure data security.

9.3. Before entering his data and information, the Partner must check them for the presence of viruses or other harmful components; he must use state of the art anti-virus programs for that purpose.

9.4. The Partner is himself responsible for all content which he makes available for retrieval or stores in his Coach Widget. KLARA is not required to check the Partner’s Coach Widget for possible infringements of rights.

9.5. No information may be provided, statements made, data files or content set up on the Coach Widget and in the online events, that are in breach of statutory prohibitions, decency (in particular pornographic, racist, discriminatory, radical or other reprehensible content) or rights of third parties (in particular personal rights, trademark and naming rights or copyright). The Partner further undertakes to refrain from using his Coach Widget for spamming purposes. Should legal action be taken against KLARA as a third party or co-perpetrator (e.g. seeking cessation, cancellation, correction, compensation etc.) on the grounds of unlawful content which the Partner makes available on his Coach Widget, the Partner must compensate KLARA for all the resulting costs. The Partner is also required to assist KLARA in every possible way with its defence against any such legal action.  

9.6. The Partner undertakes to satisfy of his own accord the obligation to include notifications required by law on his Coach Widget (or to respect the equivalent statutory requirements existing in the country of use).

9.7. The Partner must himself regularly back up all data files and software settings to which he may have access. Data backup is compulsory in every case before any modification is made by the Partner and prior to the performance of maintenance work by KLARA, insofar as timely notice of such work has been given by KLARA.

10. Remuneration

10.1. The Partner undertakes to pay KLARA the remuneration agreed in his subscription, plus VAT at the statutory rate, for making software available and for data hosting.

10.2. KLARA makes an account showing the contractually payable remuneration available to the Partner in the KLARA Widget Store.

10.3. KLARA is entitled to adjust the remuneration and performance content by sending a written notification to the Partner, in each case before the next possible termination date. Reasons for such a change of performance are in particular technical progress and further development of the software. If the Partner does not wish to continue the contract at the amended rates, he is entitled to give extraordinary notice of termination 14 days ahead of the date on which the amendment is due to take effect.

11. Warranty and liability

11.1. KLARA guarantees the functional and operational readiness of the SaaS services in compliance with the provisions of these GTCB.

11.2. The Partner undertakes to release KLARA from all third-party claims based on the data stored by him and to reimburse all costs incurred by KLARA because of potential breaches of rights.

11.3. KLARA is entitled to place an immediate block on the memory space if justified suspicion exists that the stored data are unlawful and/or in breach of third-party rights. Justified suspicion of unlawful content and/or breach of rights arises in particular if courts of law, public authorities and/or other third parties make KLARA aware of this. KLARA must notify the Partner without delay of the removal and of the reason for such removal. The block will be lifted as soon as the suspicion has been lifted in full.

11.4. KLARA reserves the right, without stating reasons, to exclude the Partner from using the software, either temporarily or permanently, in whole or in certain specific areas, at its own discretion and to delete the Partner’s account and all data if KLARA has reason to suppose that the Partner is in breach of substantial obligations arising out of his contractual relationship with KLARA.

11.5. To the extent permitted by law, KLARA excludes all liability to the Partner (or to any third party), in particular for performance of its contractual and non-contractual obligations and for the loss of data and loss of profit (including in case of negligence). This exclusion of liability likewise applies to prejudice caused either directly or indirectly by use of the Coach Widget software.

11.6. In all cases, regardless of the grounds for liability, reciprocal liability of the contracting parties is confined to the amount of the monthly access fees for the last twelve months prior to occurrence of the prejudice.

12. Contractual term and notice of termination

12.1. The contractual term begins when the Partner orders the Coach Widget in the Widget Store. The contract is concluded for the period of use chosen in the Widget Store.

12.2. A monthly period of use can be terminated by giving notice to the end of any month, with the exception of the first month of use. In the first month of use, pro rata billing will be effected.

12.3. An annual contract can be terminated with effect from the end of the contractual year by giving 30 days advance notice. If the notice is received too late, the contract will automatically be renewed for one further year.

12.4. Notice of termination must be given electronically in the KLARA Widget Store or in writing.

13. Secrecy

13.1. KLARA undertakes to maintain secrecy in respect of all confidential matters, in particular business and operational secrets of the Partner, which come to its attention on the occasion of the preparation, performance and implementation of this contract and to refrain from disclosing such information to outside third parties without the Partner’s permission. This applies in particular to any unauthorised third parties if disclosure of information is not required for the proper performance of KLARA’s contractual obligations.

13.2. The Partner authorises KLARA to name the Partner in public as a reference and to use general features of the agreed contract in a suitable way for marketing and distribution purposes.

14. Data protection

14.1. By accepting these GTCB, the Partner simultaneously gives his consent to the latest version of the KLARA data protection declaration. The text of that declaration can be consulted on the KLARA website.

15. Intellectual property rights

15.1. All intellectual property rights in the services, the “KLARA Coach Widget” software, the website and documentation about the services remain the property of KLARA.

16. Notifications

16.1. All notifications are to be sent in writing to the addresses indicated upon registration of the Partner or on the KLARA website, save where some other more stringent method is prescribed in this contract or by law. Sending by email satisfies the requirement of written communication. Notifications sent by KLARA to the email address indicated by the Partner upon registration are regarded in every case as a written notification.

16.2. Each contracting partner is required to notify the other contracting partner without delay of any changes of address (including email address), failing which notifications sent to the latest address previously notified in writing shall be deemed to have been served with due legal effect.

17. Disclaimer

17.1. Should individual clauses of this agreement be invalid either in whole or in part, the invalid provisions shall be interpreted, supplemented or replaced in such a way that the economic purpose of the invalid provision can still be achieved. The same stipulation shall apply if there are any gaps in the provisions of this agreement.

18. Place of jurisdiction and applicable law

18.1. The parties agree, in respect of all the legal relations arising out of this contractual relationship, that the law of the Swiss Confederation shall apply under all circumstances to the exclusion of the provisions of international private law (IPL) and contracts for the international sale of goods (CiSG).

18.2. Lucerne (Switzerland) is agreed as the sole place of jurisdiction over all disputes arising out of the implementation of this contractual relationship.

 

Version 1.0, 1 April 2021