General Terms and Conditions (GTC)

1. Scope of validity

These General Terms and Conditions ("GTC") apply to the entire business area of STARTUPS.CH AG, Neuwiesenstrasse 15, 8400 Winterthur, Switzerland (hereinafter referred to as the "Company"). The Company owns and operates the platform and provides paid and free services in connection with the formation of companies, the drafting of contracts, the implementation of changes to the commercial register and the provision of courses. The company also offers consulting services and grants licenses. Furthermore, the company sells products in the above-mentioned area.
These GTC apply to the above-mentioned areas as well as to the other services that the company provides directly and indirectly to the customer.

2. Conclusion of contract

The contract is concluded when the customer accepts the company's offer to purchase services, products or licenses.
The contract is also concluded when the customer makes use of the services offered by the company or purchases or uses the company's products (license).

3. Prices

Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT).
The prices are exclusive of any other applicable taxes.
The company reserves the right to change prices at any time. The prices valid on the website at the time of conclusion of the contract or in accordance with the Company's separate price list shall apply. The prices valid at the time the contract is concluded shall apply to the customer.

4. Payment

The customer is obliged to pay the invoiced amount within 30 days of the invoice date. Unless he has already paid the amount during the ordering process by credit card, Paypal or other payment systems.

An address and creditworthiness check is carried out to determine whether delivery can be made against invoice. The personal information relevant for order and payment processing may be transmitted to the Swiss Creditreform Gen association and also to partner companies. The Creditreform data protection declaration (DSE) applies to this.

The company reserves the right to demand advance payment at any time without giving reasons.

If the invoice is not settled within the aforementioned payment period, the customer will be warned. If the customer does not settle the invoice within the set reminder period, he shall automatically be in default. From the time of default, the customer shall owe default interest in the amount of 5%.
The invoiced amount may not be offset against any claims the customer may have against the company.
The Company shall be entitled to refuse to provide the service, deliver the product or grant the license in the event of late payment.

5. Obligations of the company

5.1 Provision of services

Unless otherwise agreed, the Company shall fulfill its obligation by providing the agreed service. The service includes the services that are or were published online at the time the contract was concluded.  
The majority of the company's services are provided online. For all other services, the registered office of the company shall be the place of performance, unless otherwise agreed.

5.2 Auxiliary persons

The parties have the express right to call in auxiliary persons to fulfill their contractual obligations. They must ensure that the auxiliary person is engaged in compliance with all mandatory statutory provisions and any collective labor agreements.

6. License

6.1 Use  

The Company grants the Customer the right to use the documents in the corresponding contract boxes. These rights of use are non-exclusive, non-transferable and limited to use by the Customer. The individual documents serve as templates and may only be used by the Customer as templates and for its own purposes. Any disclosure to third parties or other use, commercial or otherwise, is prohibited.

6.2 Formatting

If the documents are created in a format that restricts the customer's rights of use, this is the intention of the company and reformatting is not permitted.

6.3 Time limit

The content is available to the customer for the agreed duration. After expiry of this period, the customer is no longer entitled to the content of the contract boxes.

7. Obligations of the customer

7.1 Exercise of the rights of use

The customer is obliged to exercise the rights of use only to the extent granted. The customer is fully responsible for the secure storage of his access data and passwords. The customer is responsible for the content of the data and information collected.

7.2 Duty to cooperate

The customer is obliged to take all precautions necessary for the provision of the service by the company without delay. The customer must make the arrangements at the agreed place, at the agreed time and to the agreed extent. Depending on the circumstances, this includes providing suitable information and making documents available to the Company.
Furthermore, the customer is obliged to cooperate fully and promptly. He must provide the Company with all documents required in connection with the provision of services in full and with the correct content. The Company may assume that the information and documents supplied are correct and complete and comply with the statutory duties to cooperate and provide information. The Company shall only be responsible for checking the accuracy and correctness of the Client's information, documents and figures if this has been agreed in writing in advance.

7.3 Further obligations

The customer is fully responsible for the secure storage of his access data and passwords. The customer is responsible for the content of the data and information entered.
The Company shall be entitled to monitor the Customer's behavior in connection with the use of the Internet platform. In particular, the company is entitled to check the legality of content entered by the customer on the online platform at any time.
By accepting these GTC, the customer also confirms that he/she has unlimited capacity to act and is of legal age. By registering, the customer expressly declares that all information provided is true, up-to-date and complies with the rights of third parties, common decency and the law.

8. Resignation

8.1 Services

Both parties have the right to withdraw from the contract at any time. The withdrawing party must compensate the other party in full for the expenses already incurred. Withdrawal at an inopportune time is not permitted. The customer shall be invoiced for the costs incurred as a result of the withdrawal. The exact amount will be communicated to the customer upon conclusion of the contract.

8.2 Products

The exchange of products is generally excluded.

8.3 License

The customer receives the right from the company to use the documents in the contract box for the agreed duration. Withdrawal after completion of the order but before use is possible free of charge. Withdrawal after use is no longer possible and the agreed fee is owed for the contractual duration.

9. Upgrade / Add-on

An upgrade from a smaller to a larger package is possible at any time. A downgrade is excluded. If the customer has selected a larger package and does not use all the services included in this package, he is not entitled to a refund for the unused services.
Add-ons selected for the package cannot be deselected at a later date. If the service of an add-on has been provided, it will be charged in full; any reimbursement of unused add-ons is excluded.

10. Ownership

Ownership of the products shall remain with the company until the purchase price has been paid in full. Until then, the customer may not dispose of the products, and in particular may not sell, lease or pledge them.

11. Warranty

The company strives to ensure the availability of and takes appropriate measures to protect from third-party interference. However, it cannot guarantee uninterrupted and error-free operation of and the services offered, nor can it guarantee that the files are free from viruses. The company does not guarantee the accuracy, completeness, reliability, or quality of the published or transmitted information and documents. Additionally, it cannot guarantee protection against non-spamming, harmful software, spyware, hackers, or phishing attacks, which may affect the use of the service, damage the customer's infrastructure (e.g., end devices, PC), or otherwise harm the customer. The company cannot provide a guarantee for the accuracy, completeness, reliability, or quality of the information, processes, or work results provided, published, or transmitted. Any problems or defects should be reported to the company promptly.

Any possible defect must be reported to the company promptly. The company has the discretion to decide whether the defective product will be repaired or replaced. Only if replacement or repair is not feasible, the customer is entitled to a reduction in price or a refund of the purchase price. The claim for a refund of costs incurred for third-party repairs is excluded. During the repair period, the customer is not entitled to a replacement product. The warranty period for the repaired item starts anew, while the original warranty period continues for the remaining components of the product.

12. Liability

12.1. General

Liability for any indirect damages and consequential damages is fully excluded.Liability for direct damages is limited to the total amount paid by the customer for the service, product, or license.

The customer is obligated to report any damages to the company promptly.Any liability for auxiliary persons is fully excluded.

12.2. Value Added Tax (VAT) Registration

The company offers, as a service, registration with the Swiss Federal Tax Administration (ESTV) for VAT purposes. This service may already be included in the customer's chosen package or can be added as an additional service to the package.If desired by the customer, the company will proceed with the ESTV registration, following the customer's instructions regarding VAT method. The decision on which method and registration date to choose is entirely the customer's responsibility. The company is not liable for the chosen accounting method or registration date. Any financial losses resulting from the chosen method and/or timing are to be borne by the customer.

The customer is required to contact the company within 7 days if they have not received a confirmation of registration from the ESTV, despite the desired registration. The company is not liable for non-registration with the VAT if the customer has not contacted the company within the aforementioned period and informed them of the missing ESTV confirmation.

12.3. Trademark Protection

The company offers trademark registration services in Switzerland. Before registration, the company conducts a cursory check to determine if the intended trademark conflicts with existing trademarks in Switzerland. The company is not liable for conflicts with third parties in the context of trademark rights.

12.4. Contracts

The company offers the creation of contracts (shareholders' agreements, partnership agreements, employment contracts, etc.). The company is not liable for any claims arising in connection with the contracts created.

13. Intellectual property rights

All rights to the products, services, and any trademarks belong to the company, or the company is authorized to use them by the owner.Neither these Terms and Conditions nor any associated individual agreements involve the transfer of intellectual property rights unless explicitly stated.Furthermore, any reuse, publication, or sharing of information, images, texts, or any other material received by the customer in connection with these provisions is prohibited unless explicitly approved by the company.If the customer uses content, texts, or visual material in connection with the company for which third parties hold protective rights, the customer must ensure that no third-party rights are infringed upon.

14. Data protection

The company may process and use the data collected during the conclusion of the contract to fulfill its obligations under the contract. The company takes measures required by legal regulations to ensure the security of the data.

The customer fully agrees to the storage and lawful utilization of their data by the company and is aware that the company is obligated and authorized, upon the order of courts or authorities, to disclose information to the customer or third parties. Unless expressly prohibited by the customer, the company may use the data for marketing purposes and share it with its partners for advertising purposes. Data necessary for the fulfillment of services may also be disclosed to authorized service partners or other third parties.

Furthermore, the privacy regulations shall apply.

15. Modifications

These General Terms and Conditions may be changed by the company at any time.The new version becomes effective upon publication on the company's website.Generally, for customers, the version of the Terms and Conditions that is in effect at the time of contract conclusion applies. Unless the customer has agreed to a newer version of the Terms and Conditions.

16. Priority

These Terms and Conditions take precedence over all previous provisions and agreements. Only provisions from individual contracts that further specify the provisions of these Terms and Conditions take precedence over these Terms and Conditions.

17. Severability clause

If any provision of this contract or any attachment to this contract is or becomes invalid, it does not affect the validity of the contract as a whole. The parties to the contract will replace the invalid provision with a valid provision that best achieves the intended economic purpose of the invalid provision. The same applies to any potential gaps in the contract.

18. Confidentiality

Both parties, as well as their auxiliary personnel, commit to treating all information related to the services provided or acquired, confidentially. This obligation remains in effect even after the termination of the contract.

19. Force majeure

If timely performance by the company, its suppliers, or third parties involved is rendered impossible due to force majeure, such as pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, severe weather, thunderstorms, storms, wars, riots, civil wars, revolutions, uprisings, terrorism, sabotage, strikes, nuclear accidents, or reactor damage, then the company is exempt from fulfilling the affected obligations for the duration of the force majeure event and for a reasonable period thereafter. If the force majeure event lasts longer than 30 days, the company may terminate the contract. In such case, the company must fully refund any payment already received from the customer.

Any further claims, in particular claims for damages due to vis major are excluded.

20. Applicable law / place of jurisdiction

These Terms and Conditions are subject to Swiss law. In the absence of mandatory legal provisions to the contrary, the court at the company's registered office shall have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) (SR is explicitly excluded.

Orignial Text

This is a translation of the German general terms and conditions of STARTUPS.CH. In the event of contradiction, the German version shall be authoritative.