General Terms and Conditions for Contract Partners

General Terms and Conditions for Contract Partners

1. Scope

a) These terms and conditions (“this agreement”, “the agreement”) govern the relationship between Tastier Ltd (“Tastier” or “we”) and our customers (“contract partner” or “you”) in relation to your use of the goods and services provided by Tastier (collectively, “services”). Tastier and the contractual partner may hereinafter be referred to individually as a “party” or collectively as the “parties”. An important part of Tastier’s services is the provision of the “Tastier system”, which is understood here as the sum of all software components of the IT-System provided by Tastier.

b) This agreement shall apply unless different contractual terms are agreed in writing between the parties, expressly referring to the relevant section in this agreement to be replaced or amended.

c) Any business’ terms and conditions of the contract partner which are contrary to or deviate from this agreement shall not be binding on Tastier, unless Tastier has expressly agreed to them in writing in the individual case.

2. Definitions and interpretations

We use terms and abbreviations in this agreement that we have defined elsewhere in the agreement – often with brackets and quotation marks: (“term”). These definitions apply throughout the document.

In addition:

  • A reference to a party includes all of its affiliates.
  • The headings in this agreement shall not affect the interpretation of the contents of this agreement.

3. Conclusion of the contract, pricing models and start of term of periodic costs

a) The contractual relationship between the parties comes into force (“conclusion of the contract”, the date of which is the “start of the contract period”):

i. with the signing of an order form by both parties,

ii. by a written, oral or electronic order placed by the contracting partner and the receipt by the contracting partner of the relevant written or electronic confirmation from Tastier; or

iii. with the activation of the relevant service by Tastier for the contract partner, on the basis of an order previously placed by the contract partner in writing, verbally or electronically.

b) In case of annual price models, the price is usually stated per year (if necessary per month with reference to annual billing); in case of monthly price models, per month; in case of price models with a fixed contract term (e.g. for an event), with reference to your event or with specific information on the start of the contract term and the end of the contract.

c) Unless otherwise agreed, the term of periodic, i.e. monthly or annually accruing costs (“term start of periodic costs”) begins with the delivery date of the services. In case of purely digitally provided or purchased services, the delivery date corresponds to the activation date.

d) If a start of the periodic cost period, that differs from the delivery date, is agreed, the contractual partner may use the services before the start of the periodic cost period exclusively for testing purposes.

4. Duration and end of the contract

a) Unless expressly agreed between the parties, the contractual relationship is concluded for an unlimited period (unlimited “contract term”) and may, subject to other relevant provisions, be terminated at the earliest after expiry of the effective minimum contract term (see let. b) or the contract extension term (see let. c) subject to a notice period of 30 days to the end of the month (monthly price models) or 60 days to the end of the month (annual price models), then the “contract end”. There is no termination option for contracts with a fixed contract term.

b) The minimum contract term is 6 months for monthly price models, 12 months for annual price models, whereby this duration is calculated from the start of the term of the periodic costs, i.e. if the start of the contract term and the start of the term of the periodic costs differ, the effective, relevant minimum contract term (“effective minimum contract term”) is extended accordingly. The effective minimum contract term is also extended by the duration of any pause in the periodic costs granted by Tastier.

c) If the annual price models are not terminated in due time, the contract term is automatically extended by the contract extension term which corresponds to the minimum contract term at the time of conclusion of the contract.

d) Notice of termination may be given in writing, or electronically to billing@tastier.ch, or, if the option is available, in the Tastier system. As e-mails may not be received for technical reasons, please request a confirmation of receipt of the notice of termination.

e) The contract shall remain valid even if the contracting partner’s business is closed down before the end of the contract. All fees due up to the end of the contract remain due in full. In the event of the closure of the contract partner’s business, Tastier also has the right to invoice the fees not yet due immediately and with immediate maturity.

f) If the business of the contracting partner or shares corresponding to the majority of capital or votes in the legal entity of the business of the contracting partner, is sold during the term of the contract (from the “seller” to the “buyer”), the contracting partner must inform Tastier in writing in good time before the sale takes place. In this case, Tastier shall have the right, without prejudice to the right to the full remuneration corresponding to the term of the contract, within three months of the notification by the other party, to:

  • i. terminate the contract prematurely with 30 days’ notice, or
  • ii. refuse the transfer of the contractual relationship to the buyer without giving reasons. In the latter case (ii), all fees shall remain owed by the seller and the contracting party or buyer shall be subsidiarily liable for any unpaid debts of the seller.

5. Subject matter of the contract and prices

a) The document, manifesting or depicting the conclusion of the contract, lists the services provided by Tastier. The prices specified therein apply (services and prices together “subject matter of the contract”). Price adjustments, see corresponding article in this agreement, remain reserved.

b) Additions and changes to the subject matter of the contract are only binding for Tastier if they are made in writing and accepted by both parties.

c) If the contractual partner offers or makes it obligatory for its final customers to settle claims by means of Tastier, the contractual partner assigns its claims in trust to Tastier, i.e. it instructs Tastier to collect due claims from the final customer on behalf of the contractual partner. Tastier acts only as a collection service provider for the contract partner. The funds collected by Tastier serve solely to simplify the transaction between the contracting partner and its final clients, do not bear interest and are forwarded to the contracting partner within the shortest possible time, for which Tastier is compensated by the contracting partner. In addition to the collection service, other services may be the subject of the contract, whereby the collection service plays the role of an accessory ancillary service.

6. Price adjustments

a) All offers and prices published by Tastier are non-binding and can be adjusted by Tastier at any time before the order is confirmed.

b) After the conclusion of the contract, unilateral price adjustments by Tastier are possible with a notice period of at least 45 days. In this case, Tastier will notify you and you have the option to terminate the contract immediately on the date of the announced price adjustments. If you do not terminate the contract by the date of the price adjustments, the price adjustments are assumed to have been accepted.

c) Any granted discounts expire one year after the start of the term of the periodic costs, unless otherwise agreed.

d) Price adjustments due to a classification into a higher-value service model shall become effective immediately.

7. Payment conditions

a) The charges corresponding to the minimum contract period, including possible set-up fees and periodic costs, may be invoiced in full in advance by Tastier after the conclusion of the contract. Subsequently, invoicing will take place per period in advance. Usage-based costs are invoiced monthly. Tastier reserves the right to invoice in advance an amount for the expected use in future periods (invoice on account).

b) Invoicing and payments shall be made in the contractually agreed currency. Tastier does not have to accept payments in other currencies.

c) Invoices are due immediately. The payment period is 30 days. This period may be shortened, in particular in the case of contracts with one-time, short-term provision of services. If payment is not received in full within the payment period, the contract partner is immediately in default. Tastier will send a reminder to the contract partner and allow a grace period of 10 days.

d) Tastier reserves the right to restrict services in the event of a delay in payment or to block the access of the contract partner until full payment has been received. Even during the possible blocking of a service, the fee remains owed by the contract partner. Tastier also reserves the right to take further legal action.

e) Tastier is authorised to charge the contracting partner interest on the overdue amount at the rate of 5% per year without a reminder. Interest accrues daily until the date of actual payment and is compounded at the end of each calendar month.

f) If a contractual partner is more than 30 days in arrears, Tastier is entitled to invoice all outstanding fees or payments immediately, including the entire minimum contract term or the contract extension term. Furthermore, Tastier may terminate the contract without notice. In this case, Tastier is not obliged to pay any compensation to the contractual partner.

g) The parties mutually renounce to the right of set-off. Consequently, offsetting the fees against any counterclaims of the contract partner requires the prior written consent of Tastier.

8. Liability

a) Tastier is liable without limitation for gross negligence and intent. Regardless of the reason for liability (contractual, non-contractual, breach of warranty, etc.) and regardless of the number and time of occurrence of the damaging events, Tastier shall only be liable for slight negligence towards the contract partner for direct or immediate damage as a result of breach of contract up to the amount of CHF 50,000.00. Liability for indirect damage, consequential damage and loss of profit is excluded to the extent permitted by law. Any contributory negligence on the part of the contractual partner shall be imputed to him. Unless expressly stipulated otherwise, all claims for damages against Tastier shall become statute-barred within 5 years.

b) The contract partner is liable to Tastier for all damages resulting from the breach of its contractual obligations.

c) If Tastier is prevented from fulfilling its obligations due to an event of force majeure, Tastier shall be released from these obligations. The contract partner shall be released from its counter-performance obligations to the extent and for as long as Tastier is prevented from fulfilling its obligations due to force majeure. Force majeure is an external, unforeseeable event that cannot be averted or not averted in time even by applying reasonably expected care and technically and economically reasonable means. This includes in particular natural disasters, terrorist attacks, power failure, failure of telecommunication connections, strike and lockout, insofar as the lockout is lawful, or legal provisions or measures of the government or of courts or authorities (irrespective of their lawfulness).

Tastier shall notify the contractual partner without delay and inform it of the reasons for the force majeure and its expected duration. Tastier shall endeavour to use all technically possible and economically justifiable means to ensure that we can fulfil our obligations again as quickly as possible.

9. Obligations of Tastier

a) Tastier undertakes to provide the contractual partner with access to the services or the Tastier system in return for payment of the agreed fees, to grant the rights of use necessary for the use of the services and to provide the storage space required for the storage of the data.

b) Tastier shall endeavour to provide the agreed services as trouble-free and uninterrupted as possible.

c) The contract partner acknowledges that despite careful software development and maintenance, minor interruptions and faults may occur. Faults and interruptions will be resolved by Tastier as quickly as possible.

d) Tastier shall take appropriate and reasonable measures to ensure the provision of the services. In particular, Tastier shall keep the Tastier system technically up-to-date and protect the system.

e) Maintenance work and expansion of the services shall be carried out outside normal business hours, if possible. Tastier shall inform the contract partner in advance of any major and foreseeable interruptions to operations, if and to the extent that this is reasonable, whereby the contract partner shall have no claims (namely for compensation) over and above this right to information.

10. Obligations of the contracting party

a) In order to be able to use the Tastier system, the contract partner or the corresponding partner company and / or its final user requires an internet connection with sufficient bandwidth and quality. Tastier may define additional requirements at any time.

b) The contracting party undertakes to pay the remuneration owed for the contractually agreed services in due time.

c) The contractual partner is responsible for ensuring the completeness, correctness, up-to-dateness and legal compliance of all data and content made available by it in the Tastier system or to Tastier via other channels (“contractual partner content”). If contractual partner content infringes intellectual property rights or other rights of third parties or if such an infringement is credibly asserted against Tastier, if Tastier has reason to believe that the content is illegal or violates morality or this agreement, Tastier is entitled to adapt the content, remove it, block the contractual partner’s access and terminate the contractual relationship without notice. In this case, the contract partner is not entitled to a refund of any fees already paid.

d) The contractual partner grants Tastier a non-exclusive, transferable, sub-licensable, royalty-free, unlimited in time and valid worldwide licence to use, distribute, copy, modify, publicly perform or display, translate and create second-hand works from contractual partner content. In particular, the contract partner authorises Tastier to link the content with services from third party providers.

e) The contracting partner undertakes to respect all applicable legal data protection provisions and to restrict access to the Tastier system to those persons who have lawful access. For example, the contracting partner is responsible for the security of the passwords of all its authorised persons. The contract partner accesses the Tastier system via the Internet. This means that the security and integrity of the system depends to a large extent on the technical integrity of the contracting partner’s systems. Tastier accepts no liability for damage in connection with any disclosure or third-party manipulation of data that is attributable to a compromise of the systems of the contract partner. In the event of a breach of security or data protection obligations, Tastier is entitled to block the access of the contract partner and to terminate the contractual relationship without notice. In this case, the contracting partner has no claim to reimbursement of fees already paid.

f) The contract partner is obliged to indemnify Tastier at all times against all third party claims.

g) The content provided by Tastier (“Tastier content”) is protected by copyright, trademark, patent and other intellectual property laws. The content may be modified by Tastier at any time at its sole discretion and is provided to the contractual partner solely for the purpose of using the services. Use of the content beyond this purpose constitutes a material breach of this agreement.

11. References

Tastier is entitled to use the logo and the company name of the contract partner as a reference from the conclusion of the contract and beyond the end of the contract. Typically, Tastier uses this information on its website and in the context of internal and external presentations or events.

12. Amendments to this agreement

Tastier reserves the right to amend or supplement this agreement at any time and without prior notice. Tastier will inform you of any changes in an appropriate manner (namely by e-mail). You have the right to object to the changes within 30 days of receipt of the amended agreement. If you do so, the previous version of the agreement will remain in force between you and Tastier. In this case, however, Tastier reserves the right to terminate the contractual relationship with you prematurely with 30 days’ notice.

13. Final clauses

a) Safeguarding clause: if, in the practical application of this agreement, loopholes arise which the parties have not provided for, or if the invalidity of a provision is established by law or by both parties in agreement, the parties undertake to fill in or replace this loophole or invalid provision in an objective and appropriate manner oriented to the economic purpose of the cooperation.

b) No simple partnership: this agreement is based on performance and consideration. The contractual relationship as a whole and the individual provisions of this agreement shall not be qualified or interpreted as a relationship similar to a company. In particular, the contractual partner and Tastier do not intend to establish a simple partnership.

c) Applicable law and place of jurisdiction: this agreement shall be governed by Swiss substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention) and excluding the provisions of private international law. The courts of Zurich shall have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.

14. Validity

From 30.11.2020 (new customers) / 31.12.2020 (existing customers)