General Terms and Conditions ( GTC)
1. General information
1.1 Declaration of consent
The smart-fed AG (hereinafter referred to as “SMART FED”) provides web-based software tools/applications (hereinafter collectively referred to as “tools/apps”) under *.smart-fed.com. By using these Apps, you agree to be bound by these General Terms and Conditions (hereinafter referred to as “GTC”).
1.2 Updating General Terms and Conditions
SMART FED reserves the right to amend the GTC at any time without prior notice.
The most current version of the General Terms and Conditions can be viewed at https://smart-fed.com/en/gtc.
Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.
1.3 Copyright and other rights
SMART FED retains all copyrights and other rights to the tools/apps. You may not remove, obscure or alter any legal notices (such as copyright or trademark notices) or copy the SMART Feedback Approach in any form.
You are welcome to use the SMART FED trademark (incl. logo) if you wish to draw attention to the fact that you are actively using SMART FED’s tools / apps in your organization (e.g. in job advertisements), or that an employee of smart-fed AG is appearing or is involved as an active participant in an event organized by you.
You may use the SMART FED logo as a customer reference if you have obtained written permission from smart-fed AG in advance.
For all other purposes – of whatever kind – the use of the SMART FED (incl. smart-fed) brand is prohibited.
By violating the Terms, you forfeit your right to use the Tools/Apps and authorize SMART FED to terminate your account or access to the Tools/Apps.
1.4 General agreement
These GTCs constitute the entire agreement between you and SMART FED and supersede all previous agreements under this title. Oral subsidiary agreements do not exist.
Swiss law applies in all cases, regardless of your location. Place of jurisdiction is Aarau, Switzerland.
2. Provision of services by SMART FED
2.1 Warranty & Liability
SMART FED does not warrant that (i) the tools/apps will meet your requirements or expectations, (ii) the tools/apps will be uninterrupted, timely, secure or error-free, (iii) the results obtained from the use of the tools/apps will be accurate and reliable, (iv) any errors in the tools/apps will be corrected, (v) the tools/apps will function properly on all operating systems of IT equipment (desktop, notebooks, tablets, smartphones, etc.) and web browsers.
SMART FED is not liable for direct or indirect damages of any kind resulting from: (i) the use or inability to use the tools/apps; (ii) changes to the tools/apps; (iii) permanent and temporary unavailability of the tools/apps; (iv) unavailability or incorrect availability of data processed by the tools/apps; (v) or other causes related to the tools/apps.
In particular, SMART FED is also not liable if organization-related data from the tools/apps, of whatever kind, is used, distributed, copied or made accessible in any form to third parties or unauthorized persons within and outside the organization, either intentionally or negligently, by registered users in violation of the law or in accordance with internal rules and regulations of the licensee.
SMART FED provides technical support on a “best effort” basis and exclusively via e-mail. SMART FED does not guarantee the availability of technical support.
2.3 Third party services
SMART FED has the right to use the services of third parties at any time and to any extent for the provision of services.
2.4 Setting, changes and extensions of the tools/apps
SMART FED has the right to discontinue, remove or change the tools/apps permanently or temporarily at any time, taking into account ongoing license agreements.
SMART FED has the right to discontinue, remove or change individual functions and function modules permanently or temporarily and to add new functions and function modules in the tools/apps at any time.
SMART FED has the right at any time to permanently or temporarily suspend, remove or modify feedback parameters provided in the tools/apps and to add new feedback parameters.
The changes and extensions are automatically subject to the provisions of the GTC. Your continued use of the tools/apps following such changes or enhancements constitutes your tacit agreement to the changes.
3. Your use of SMART FED tools/apps
3.1 Use of the tools/apps in accordance with the law
You agree to use the Tools/Apps only in accordance with (i) these Terms and (ii) the rules and legislation relevant to you.
You agree not to intentionally disrupt or interrupt the tools/apps in any way.
You agree not to reproduce, copy, sell, trade or redistribute the tools/apps for any purpose.
3.2 Registration to use the tools/apps
Registration and a user account are an indispensable prerequisite for using the tools/apps. You are obliged to fill in all information required for registration correctly and truthfully and to keep it up to date. You are also responsible for the security of your access data.
3.3 Administration of the tools/apps
For the internal administration of the tools/apps as well as for the communication with and for SMART FED, the licensee must name at least one person within the organization. This person will be recorded or maintained as administrator and contact person in the tools/apps and will be made known to SMART FED when the license is purchased.
The administrator has unlimited rights in the tools/apps and can also transfer these rights to other persons. This person in the role of administrator can only be deleted in the tools and apps if he or she is replaced by another person with this role. As soon as this is the case, the new administrator must be entered again as the responsible contact person under “My Account”. This is an indispensable prerequisite for the correct and flawless functioning of the correspondence from and to SMART FED, e.g. in the case of automatic renewal, termination or amendment of the license agreement. If the contact person is not correctly entered, SMART FED accepts no liability if licence agreements are not terminated or amended in good time.
4. Licenses for the use of the SMART FED tools/apps
Use of the tools/apps is on a license basis and is subject to these GTC and the following specific terms and conditions:
4.1 Contract period
The use of the tools / apps requires the conclusion of a license agreement with smart-fed AG with a regular contract period of 12 months. However, the license contract can be terminated prematurely at the end of each month.
4.2 Renewal of the regular license contract
Existing license agreements are automatically extended by 12 months if they are not terminated in due time. For this purpose the contact person of the Licensee named to SMART FED will receive an email with the relevant information at least 60 days in advance.
4.3 Modification of a license contract
The license model selected when a license contract is concluded cannot be changed during the period of the contract. A modification of the license contract to a new license model is only possible at the beginning of a new contract period and must be notified to SMART FED at least 30 days before the regular contract expires. A special function is available to the Licensee for this purpose under “My Account”, which enables a quick and uncomplicated modification of the licence contract at the beginning of a new contract period.
IMPORTANT! The selected license model exclusively determines the billing respectively price basis for the license fees. However, the licensee is completely free and unlimited with regard to the number of employees who are recorded for the use of the tools/apps. (see also “Royalties”)
4.4 Termination of the regular license contract
The regular license contract must be cancelled 30 days before the end of the contract period. For this purpose, the licensee has a special function under “My Account”, which enables a quick and uncomplicated termination of the license contract at the end of the contract period.
IMPORTANT: In the event of termination, SMART FED reserves the right to irretrievably delete all recorded user data and the feedback provided after the end of the contract period and taking into account a reasonable period of time.
4.5 Premature termination of the regular license contract
The premature monthly termination must be received in writing by SMART FED by the 15th of the month. For this an email to firstname.lastname@example.org is sufficient. The email must be from the account of the customer’s designated contact person.
In the case of premature termination of the license contract, no(!) pro rata refund of the basic license fee per year will be made.
If a new SMART FED license is purchased at a later date, the payment of the basic license fee is due again in full, regardless of whether the prematurely terminated license would have been valid at all.
SMART FED uses a two-stage license cost model consisting of a fixed and a variable license fee. These are as follows:
a) Basic annual license fee
This fee is charged immediately upon purchase of a license and each time an existing license agreement is renewed. It is a one-time fee for the regular contract period of 12 months and independent of how many employees actually use the tool or app and how long the license is used. The licensee determines the amount of this fee by selecting the license model.
b) License fees per employee and month
The monthly invoice for this fee is issued retroactively at the end of each month. In total, 12 monthly invoices are payable, unless the contract is terminated prematurely.
The monthly invoice amount is calculated by multiplying the “license fees per employee and month” of the license model initially selected by the licensee by the effective number of recorded employees, which is currently calculated on the day of invoicing.
The only exception is the “absolute license floor”, which is determined by the smallest license model of the respective tools/app. The lowest number of employees specified there is always charged as the minimum, even if the number of employees recorded is lower.
Irrespective of this, the number of employees can be above or below the number specified for the license models and is not limited by the selected license model.
4.7 Price changes
SMART FED reserves the right to change the prices of its tools/apps at any time. However, price changes have no influence on current license contracts, but only come into effect with the next license renewal.
4.8 New functional and performance features
SMART FED reserves the right to offer new functional and performance features of the Tools/Apps as additional options, the use of which is charged separately and/or requires a separate license agreement.
Bad Zurzach, April 8, 2020