1. Area of application
The General Terms and Conditions (“GTC”) determine the contractual framework conditions between the parties Ledavio KIG (“Ledavio”) and a partner of Ledavio (“Customer”) in connection with the provided online software (Software-as a-Service).
By creating an Ledavio account, using the services or continuing to use the services after being informed of a change in the GTC, the customer accepts the currently valid version of the terms as an integral part of all existing and/or future contractual agreements between the customer and Ledavio unchanged and in full. Since Ledavio does not store a copy for the customer, he should read and print out these terms and conditions and keep a copy for his own records. The GTC shall also apply irrespective of whether they are or are not expressly referred to.
A detailed description of the services to be provided by Ledavio can be found in the selected plan (“pricing/plans“), which can be found on www.ledavio.design.
To be valid, any deviations and/or additions to these general terms and conditions require the written consent of Ledavio. Any such divergent agreements apply only to the agreement that contains the divergent agreement and have no negative effects on other agreements between the parties.
The customer’s general terms and conditions are hereby expressly rejected. They are not applicable to the contractual relationship between Ledavio and the customer.
2. Provided Services
2.1 Rights of use
Ledavio supplies the customer with the software product named and described in the user plan (“software“) for use through the Internet (“service“). The customer is not authorized to exercise any other rights associated with the software, such as ownership, copyright, patent, trademark or usage rights.
This software is to be hosted on servers of a computer center used by Ledavio. For the duration of this agreement, the customer receives the non-exclusive and non-transferable right to access the software via a browser and to use it for his or her own business purposes exclusively for the exercise of his or her commercial or self-employed professional activity. The customer is responsible for the Internet connection between the customer and the computer center and the hardware and software required for this.
Rights of use are limited to the number of units purchased by the customer according to the respective usage plan. Sublicensing or further licensing of the software is prohibited. The customer has no right to a copy and therefore no right to a backup copy of the software. All rights to the software or service that exceed the right of use defined in these GTC remain entirely with Ledavio.
Customer will not, directly or indirectly, attempt to reverse engineer, decompile or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. Further, Customer will not modify, translate or create derivative works of the Software. Removing proprietary notices or labels is a criminal offense.
2.3 Operation and Status of the software
Provied software by Ledavio is currently online in a Beta Version. This means, the software can or will therefore still contain bugs under certain circumstances.
Ledavio will take appropriate measures to enable its customers to enjoy a service that is as uninterrupted as possible. Ledavio cannot always guarantee the availability of services.
The customer is obliged to inform Ledavio immediately of any service interruptions and to provide details of the circumstances causing the problem. Ledavio will resolve the service disruption within a reasonable period of time. Ledavio is entitled to bypass the disruption of the service by means of a workaround solution if the cause of the disruption itself can only be solved with unreasonable effort and the usability of the service is not significantly impaired.
Ledavio offers online support to assist you in using the software. The support does not include general know-how transfer, training, configuration implementation or customer-specific documentation or modification.
2.5 Changes to service offerings
Ledavio may modify the software (service, including its system requirements) for the purpose of adapting it to technical or commercial market changes and for good cause. Such a cause exists in particular if the modification is necessary due to
- an adaptation to a new legal situation or jurisdiction;
- changed technical conditions (new browser versions of technical standards);
- protection of system security or
- further development of the software (switching off old functions that are largely replaced by new ones)
3 Third-party intervention
Ledavio is entitled to involve third parties in order to fulfill the best possible service. In particular, this applies to hosting services.
To the extent permitted by law, Ledavio shall not assume any liability for the services of third parties involved.
4 Remuneration and Payment Terms
4.1 Fee structure
For software use during the contract period, the customer owes Ledavio the license fees according to the respective usage plan.
4.2 Payment, upgrading and downgrading
A valid credit card is required for paying customers. Customers of test accounts do not need to provide a credit card number. Upgrading from the free trial plan to any paying plan will end the free trial. The customer will be billed for the first month or year immediately following the upgrade. Service for the base period is billed in advance. Unless Customer terminates the Agreement in accordance with Section 9.2, whether ordinary or extraordinary, the Service will be billed in advance for the renewal period at the end of the monthly or annual billing cycle and is non-refundable. There are no refunds or credits for partial months or years of service, refunds for upgrades/downgrades or refunds for unused months with an open account.
The customer may upgrade or downgrade at any time. For each upgrade or downgrade of the plan level, the customer’s credit card will automatically be charged with the new rate of the next billing cycle. Downgrading the service may result in loss of content, features or capacity.
Ledavio reserves the right to adjust or phase out the offered plans with prior notice to the customer and with an appropriate deadline. Customers who use a plan that is no longer maintained must choose an alternative plan or may cancel it.
4.3 Net prices
All prices exclude the respectively applicable statutory sales tax (Switzerland: value added tax). The Customer is responsible for any sales taxes due.
4.4 Payment default measures
If the customer defaults on payment, Ledavio is entitled to block access to the service or to dissolve the contractual relationship after sending a corresponding reminder by e-mail or letter. During the period of suspension, the customer has no access to the data stored by him in the service. In the event of termination, point 9.2 applies.
5 Customer Data, Data Protection and References
5.1 Customer data (Intellectual Property Rights)
The customer has the exclusive right to the input data generated by him and assigned in connection with the use of the software. (“Customer Data”).
Customer shall own all rights, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.
Ledavio is the owner and maintains all rights, titles and interests in (a) the services and the software, all improvements, extensions or modifications to it, (b) any software, applications, inventions or other technology developed in connection with the implementation services or support, and (c) all intellectual property rights relating to the above.
These provisions shall survive the termination of this Agreement.
5.2 Data protection
In the context of its marketing activities and in the preparation of its offers for projects of other customers, Ledavio is entitled to refer to the projects realized by it for the Customer and to document same, subject to the justified confidentiality interests and consent of the Customer.
In particular, Ledavio is entitled, subject to the consent of Customer, to publish the orders placed with same in the context of marketing activities, in particular refer to the business relationship on Ledavio’s website with the name and corporate logo of the Customer.
The Customer shall release Ledavio and involved third parties of all third-party claims that may arise from (a) unlawful use of the Software by the Customer and/or, with the consent of the Customer, by third parties, (b) disputes arising from data protection laws, copyright laws or other legal disputes associated with the use of the Software by the Customer.
Customer hereby agrees to indemnify and hold harmless Ledavio against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.
In the assertion of relevant claims, the Customer is obligated to notify Ledavio thereof in writing without delay. In this case, Ledavio is entitled to block the Service for the Customer without delay and without providing a grace period. Any compensation claim asserted by the Customer based on the blocking of the Service is excluded.
Ledavio shall not accept any liability whatsoever to the extent legally permissible, in particular for
- arising from the Customer’s violation of the contractual obligations;
- caused by Ledavio’s involved third parties or support persons;
- due to viruses;
- as a result of malicious code;
- subsequent to a hacker attack;
- subsequent to a software error;
- subsequent to an error in the operating system, disruptions to operations as a result of fault remedy, maintenance, infrastructure modifications, introduction of new technologies.
- subsequent to a faulty service pack from another manufacturer;
- as a result of data losses.
b) indirect or subsequent damages such as profits foregone, savings not realized or third-party claims.
8 No Warranties
Except as represented in this agreement, the Software and the Service of Ledavio is provided “as is”. Other than as provided in this agreement, Ledavio makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
9 Term and Termination
Depending on the customer’s order, the User Plan is concluded for a certain period of time (monthly/yearly) (“Base Period”) and is then automatically renewed for the same period of time (“Renewal Period”) if the contractual relationship is not terminated ordinarily or extraordinarily by one of the contractual parties in accordance with Section 9.2 below.
The provisions of Section 9.2 shall apply as aforesaid with respect to a reduction in usage units during the term.
a) Ordinary termination
The contractual relationship may be terminated by any of the contractual parties at the end of the Basic Period or an Extension Period.
b) Extraordinary termination
Ledavio may extraordinarily terminate the contractual relationship for good cause at any time and with immediate effect. Good cause entitling Ledavio to extraordinary termination shall include, in particular:
- if the customer fails to meet its contractual obligations, even though this has been previously warned in writing by Ledavio and has not been remedied by the customer within 10 days or cannot be remedied
- if the Customer defaults on the payment of fees;
- if insolvency proceedings are instituted against the Customer.
9.3 Customer’s data after termination
At the end of the contractual relationship and upon written request by the Customer, Ledavio shall provide a copy of the Customer’s data saved on its servers as of the date of the end of the contractual relationship on a customary data carrier or by electronic transfer and in a customary format.
At the end of the 60 days from the end of the contractual relationship or upon request by the Customer already prior to this period, Ledavio shall delete the data of the Customer saved on its servers finally and in full. This action shall be subject to mandatory legal retention obligations.
Ledavio is not obligated to surrender its data to the Customer in deviation to these provisions (in particular relating to time, format or migration). Any deviating surrender of the Customer’s data shall require the prior written consent of Ledavio as well as separate remuneration by the Customer.
The contracting parties mutually commit themselves and their employees and possible further auxiliary persons to secrecy of all documents and information which are not generally known, which refer to the business sphere of the other contracting party and which become accessible in the context of the preparation and execution of this contractual relationship.
The obligation of secrecy shall continue to apply after the termination of the contractual relationship to the extent that a legitimate interest remains.
11 Final Provisions
11.1 Amendments to these GTC
Ledavio shall notify the Customer of any amendments to these GTC. Any amendments to the GTC shall enter into force for the contractual relationship between Ledavio and the Customer insofar as the Customer does not object to the amended GTC within a period of 10 days in writing.
11.2 Offsetting and assignment of claims
The offsetting of any claims of Ledavio against counterclaims of the Customer shall require the prior written consent of Ledavio.
The Customer is not entitled to assign any claims from the contractual relationship with Ledavio to third parties, in whole or in part, including not to any Group or subsidiary companies.
11.3 Place of performance
The place of performance shall be the registered office(s) of Ledavio.
11.4 Severability clause
Should individual sections of these GTC be invalid or incomplete – or the implementation is impossible, the validity of the remaining provisions of these GTC shall not be affected. Ineffective provisions shall be replaced by a permissible, valid provision that comes as close as possible to the content of the original provision in terms of its meaning.
11.5 Date of contract conclusion
The contract is deemed concluded by the receival of a confirmation e-mail after subscribing.
12 Applicable Law and Place of Jurisdiction
The contractual relationship between Ledavio and the Customer, including the User Plan and its Appendices, are subject to Swiss law, under exclusion of any national or international treaties or agreements legally valid at the time of entry into force or a dispute.
In the event of any differences of opinion in connection with the contractual relationship, the contractual parties undertake to attempt to agree to a mutually agreed regulation in good faith. If, despite the efforts of the contractual parties, no agreement can be made by amicable means, the place of jurisdiction for all disputes, differences of opinion or claims arising from or in connection with the contractual relationship between Ledavio and the Customer, including the User Plan and its Appendices, including their validity, invalidity, violation or dissolution, shall be Kreuzlingen, Switzerland. Irrespective thereof, Ledavio is entitled to sue the Customer at its general place of jurisdiction.
Last update: October 20, 2020