General Terms and Conditions
Agreement to Terms
These General Terms and Conditions constitute a legally binding agreement between “you” or similar, the “customer” or “user”, whether personally or on behalf of an entity and “us” or similar, the Idea 2 Collective GmbH or “Idea2”.
We, the “Parties”, agree that no joint venture, partnership, employment, or agency relationship exists between us.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. The Customer further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.
You must be 18 years of age or older for ordering, buying, or using our information, services, and products.
Unless otherwise stated, the general terms and conditions and the individual contractual agreements, respectively the Product-Specific Terms and our Data Privacy Statement apply. The use of Software as a Service is furthermore subject in particular to our Acceptable Use Policy.
By ordering, buying, or using our information, services, and products you agree to these terms.
Our Offer
Our Offer consists of the Products and Services published on the websites including Service Packages and Software as a Service (SaaS) resp. Subscription Services.
Third-party contents and Offers
We also obtain content and Offers from third-party sources. Idea2 makes no warranties, representations or other commitments with respect to the correctness, accuracy, timeliness, reliability, completeness and/or legal conformity of such external content and the Offers (products, services, etc.) made therein.
Intellectual Property Right
Unless otherwise indicated, we do assert a claim of copyright for all content and software of our websites, our domains, their unique scope and style, look and feel, functionality including source code, front-end and back-end code, databases, as well as all content such as website designs, audio, video, text, photographs, and graphics.
All use of third-party content is done under the fair use copyright principal, and we do not assert any claim of copyright for any quotation, statistic, fact, figure, data or any other content that has been sourced from the public domain.
You may not distribute, modify, transmit, reuse, re-post, or use the content of this presentation and our website for any public or commercial purposes without written prior written consent of Idea2.
Free Services
We grant, for e.g., access to free demo versions of our SaaS solutions for a certain period of time to test the application with test data from customers. The entered data is generally visible to other users of the demo version and is regularly deleted without prior notice.
Order
Orders placed via one of our websites constitute a legally valid sales contract. We reserve the right to refuse orders without giving reasons.
Prices & Fees
The prices and fees published on the websites apply. Prices and fees are subject to change. Unless otherwise indicated, all amounts are in CHF excluding value-added tax which we will charge as applicable. Customers agree to pay any taxes applicable to your use of our Offers.
If you are located in the European Union, all prices and fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state.
Subscription fees remain fixed during the initial subscription period, unless otherwise specified in the Product-Specific Terms. For example, subscriptions can be automatically upgraded to higher packages if you exceed predefined limits such as data volume or number of contacts or emails.
Upon subscription renewal, fees are generally increased to our then-current list price. We will notify you about the current fees when renewing your subscription. The adjustment will apply at the start of the next renewal term.
If you do not agree to a fee increase, choose to terminate your subscription at the end of your then-current term by giving notice within the required notice period.
Third-Party Licence Fees
For the use of free or paid standard software from third parties, we can convey the license agreement between you and the provider. It is concluded directly between the customer and the manufacturer of the software. The customer’s right of use is based on the license terms of third parties.
Payment
Unless otherwise specified, direct purchases made through the websites are paid directly by credit card or online payment services such as Paypal. You authorize us to charge your credit card or payment service with all fees payable during the contract term. We may engage third parties to process payments and you consent to disclose your payment information to third parties.
You will keep your contact information, billing information, credit card information, and similar up to date.
All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance for the full amount resp. throughout the Subscription Term. If you are purchasing on behalf of a client, you agree to be responsible for the order form and to guarantee payment of all fees.
When you sign up for a monthly (or annual) Subscription Service, you agree to monthly (or annual) recurring billing, starting on the date you sign up. Billing occurs and payments are due at the same time each month (or year). If any part of a month (or year) is included in the term, then payment is required for the full month (or year).
Use of Software as a Service
During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order.
We might provide some or all elements of the Subscription Service through third-party service providers.
Your Affiliates may access and use the Subscription Service or receive the Services purchased under this Order. Provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates’ compliance with the Agreement.
The use of Software as a Service is furthermore subject in particular to our Acceptable Use Policy.
Provision of Services
Services or products that are to be delivered by Idea2, shall be deemed accepted by the customer after the acceptance period agreed between the parties, or a 3 day period (in case no period was agreed), has expired and the customer has not notified defects to Idea2 during such period.
The customer may examine the deliverables and notify defects during the entire acceptance period. Idea2 shall remedy material defects free of charge within a reasonable period of time and shall inform the customer of their correction. If we are unable to remedy the defects within such period of time, the customer shall have the right to request performance or rescind the agreement with respect to the defective deliverables if the company has not remedied the defects within a second appropriate time limit set by the customer for subsequent performance.
We may assign any or all of our rights and obligations to others at any time.
Rights to deliverables
The Company grants the Customer a non-exclusive, perpetual right and license to use the service deliverables (e.g. documentations, concepts, frameworks, templates, expert opinions, studies, etc.) for its internal business purposes.
Access to Subscription Services does not grant a license in respect of any software by this Agreement. The Subscription Service and Services are protected by intellectual property laws. They are owned to and are the property of us or our licensors (if any), and we retain all ownership rights to them.
When programming websites and/or screen designs using open source software (e.g. WordPress, Mautic), the copyright to this remains with the creator. If we write own source code or software solutions, the rights to the code remain with Idea2.
Any Intellectual Property Rights arising out of and originating from the services provided by us during the term of this agreement will, as between the parties, belong to and be vested in Idea2.
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our Content, Products, Services, the Subscription Service, or the Services Packages in whole or in part, by any means, except as expressly authorized in writing by us. You may not use any of our trademarks without our prior written permission.
Your feedback, suggestions for improvement, assessments, and similar comments about the Offer are non-confidential and we own all rights to use and implement them in the Offer without payment or attribution to you.
Cooperation
The customer is obliged to create the technical and organizational prerequisites and the respective resources in good time to enable us to provide the agreed services. In particular, the customer has a duty to cooperate in making information available and in preparing and ensuring the necessary access to the required IT systems and data. Furthermore, the customer is obliged to inform Idea2 immediately and on his own initiative about all circumstances that may impair or endanger the provision of services by Idea2.
It is prohibited to conclude or transfer agreements with Idea2 to a third party, in whole or in part, without the consent of us.
Support
In selected cases, support is part of the Offer and is indicated as such on the website. Furthermore, as a buyer, you have no right to free support when purchasing our services. The details of the service level can be found in the Product-Specific Terms.
Restrictions, downgrades, or changes to the Subscription Services or Service Packages are published in the Product-Specific Terms and, unless otherwise stated and technically not subject to restrictions, take effect from the following period.
Term and Termination
Your initial subscription or Service Package period will be specified in your Order, and, unless otherwise specified in your Order, your period will automatically renew for the shorter of the period or one (1) year.
Unless otherwise specified in your Order, to prevent renewal of your subscription or service package, you or we must give written notice of non-renewal. Unless otherwise stated in the Product-Specific Terms, the notice period is one (1) month.
You may choose to cancel your subscription or service package early at your convenience provided that, we will not provide any refunds of prepaid or unused Fees, and you will promptly pay all unpaid fees due through the end of the Term.
Both parties may also terminate this Agreement for cause on thirty (30) days’ notice. We exercise this right if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
You will continue to be subject to this Agreement for as long as you have access to an account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering the use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
Withdrawal
Under certain conditions, a right of withdrawal applies. Unless otherwise stipulated in the contract, both parties may exercise a right of withdrawal within one week, provided that the ordered or purchased service has not yet been delivered or rendered in whole or in part. The buyer’s right to withdraw from the contract expires when Idea2 commences operations.
Publicity
You grant us the right to add your name and company logo to our customer list and website. To object to this use, please inform us in writing.
Liability
Idea2 is only liable if Idea2 has acted grossly negligent or intentionally. In no event shall Idea2 be liable for any loss or damage of any kind (direct or indirect loss or damage, including loss of profit or any other consequential loss or damage) which may arise to the user in connection with the use of the information and services provided by Idea2 or otherwise in connection with the business relationship with Idea2 in particular in the case of loss, interruption of the availability or corruption of data, loss of profits, loss of income, loss of clientele, damage to the image or weakening of any of the assets of the customer and/or end customers
The damage suffered by the third party and the end customers are also qualified as indirect damage.
Idea 2 cannot be held responsible for any damage resulting from the loss or the inaccuracy of data, results or programs, the destruction of files or programs, the supply of equipment, software, service or technology, any loss or damage suffered by the customer and/or end customers of the fact of a request of a third party or any non-compliance with the instructions or any use non-compliant software, software of third parties, of the Site and/or the Services by the customer and/or end customers.
Idea2 cannot be held responsible for any delay or difficulty resulting from the computing environment or the customer network, third-party vendors of the customer and/or a supplier of Internet access in the client.
In no case, the total liability of Idea2 under the contract cannot exceed the total amount of the sums paid by the client to Idea2 in the application of the contract during the twelve (12) months preceding the event which gives rise to the implementation of the responsibility.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Event of Force Majeure. A Party who cannot perform its obligations under this Agreement in full or in part as a direct result of an event that is unforeseeable and of which the occurrence and consequences cannot be prevented or avoided, such as natural disasters, fires, wars, civil unrest and strikes, embargoes, injunctions or other restraints and actions of government, or any other causes preventing such performance (an “Event of Force Majeure”), shall not be deemed to be in breach of this Agreement.
Warranty
The foregoing provisions constitute the entire responsibility of Idea2 and the only recourse of the client in case of infringement of any copyright, patent, trade secret or other right of intellectual property with regard to the Software, Third Party Software and Services. Any warranty other than those is expressly excluded by Idea2.
In particular, Idea2 does not guarantee the absence of bug and accordingly does not guarantee that the use of the Software, Third Party Software, Server, the Site and/or services will be uninterrupted and error-free and specifically excludes the warranty against latent defects. The customer declares to have a perfect knowledge of the Internet and its limits. The Customer recognizes in particular that the transmissions on the Internet are not secure and may be delayed, lost, intercepted, corrupt and that the transmission of confidential information via the Internet is carried out by the client at his own risk and peril.
Validity, Amendment, No Waiver
Idea2 may amend these provisions at any time. The updated terms of use will be posted on our websites and will become effective and legally binding on the business day following their publication.
For the Product-Specific Terms and Jurisdiction Specific Terms pages, if we make updates or changes we will provide notice of those changes at our discretion. The updated Product-Specific Terms and Jurisdiction Specific Terms pages will be effective upon posting.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, our business relationship will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
If parts of this agreement are or become invalid or unenforceable, the rest of the agreement shall continue to be valid. The invalid or unenforceable provisions shall be replaced by other provisions valid in form and content, which correspond as far as possible to the purpose and the intentions of the invalid or unenforceable provisions.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable law and place of jurisdiction
The legal relationship between you and Idea2 is governed exclusively by Swiss law. Exclusive place of jurisdiction for all disputes between the customer and Idea2 is Zurich (Zurich 4).
Contact
If you have any questions or concerns regarding the general terms and conditions, please send us a few lines to legal@idea2.ch
Idea 2 Collective GmbH
Wengistrasse 6
8004 Zürich
