General terms and conditions

Status: 01.09.2023

A. General provisions

1. scope of application and conclusion of contract

These General Terms and Conditions ("GTC") govern the general aspects of the business relationship between aumico AG, Hardturmstrasse 161, 8005 Zurich, Switzerland ("aumico") and the customer of aumico ("Customer") in connection with the provision and use of the services of aumico.

The Customer agrees to these GTC by accepting the offer of aumico or by ordering services from aumico via the website or the online platform of aumico ("aumico-Platform") or by any other written or verbal means, which results in a contract between aumico and the Customer ("Contract"). These GTC form an integral part of the Contract, and in the event of any inconsistency, the provisions of the Contract shall prevail over the provisions of these GTC.

Other general terms and conditions referred to by the customer in declarations, namely in orders, offers or requests for proposals, are only valid if aumico has expressly acknowledged them in writing. Also in this case, such general terms and conditions apply only to the respective contract.

If the contract is concluded in whole or in part via the website of aumico or the aumico platform, aumico may assume, irrespective of internal regulations or relationships of the customer and commercial register entries and without further verification of authorization, that a user of the customer (as defined in part B of these GTC) who appears vis-à-vis aumico (e.g. by placing an order) is authorized to act on behalf of the customer (prima facie power of attorney), which also includes the conclusion of the contract, including the acceptance of these GTC and further contract components.

2. services from aumico

aumico provides the Customer with the aumico platform, through which the Customer can automatically prepare and manage business transactions (annual financial statements and interim financial statements) and obtain other services ("Services").

aumico provides its services in accordance with the contract, these GTC (incl. terms of use of the aumico platform) and the agreement on order data processing (ADV).

The specific services purchased by the customer are specified in the order or contract or are displayed to the customer on the aumico platform after the contract has been concluded.

Upon conclusion of the contract, the customer acquires a certain number of licenses. If the customer is a trustee, the customer purchases the licenses in the form of a license package. If the customer is an SME, the customer purchases individual licenses. A term of 12 months ("License Term") shall apply to each of the purchased Licenses. The Customer may at any time order a further license package (in the case of a trustee) or further individual licenses (in the case of an SME) via e-mail to sales@aumico.ch. For such further licenses the price of the respective license package (in case of a trustee) or the respective single license (in case of an SME) and a separate license term of 12 months shall apply. A reduction of the number of licenses is only possible at the beginning of a new license term. If the customer wishes to reduce the number of licenses from one license term to the next (in the case of a trustee to a lower license package), the customer must notify aumico by e-mail to sales@aumico.ch no later than 30 days before the start of the new license term.

In the event that the Customer is a fiduciary using the Services on behalf of its end customers, a License shall apply to one end customer of the fiduciary (also referred to as a "Client" or "Company"). In the event that the Client is an SME using the Services on its own behalf, the License refers to the SME or a group company of the SME. The licenses include the automated preparation and management of financial statements (annual financial statements and interim financial statements).  

aumico may offer free trial packages. Customer must notify aumico by email prior to the end of the trial period if Customer does not wish to purchase any paid licenses beyond the trial period. Unless otherwise notified by the Customer to aumico by email to sales@aumico.ch before the end of the trial period, the trial package will automatically be converted into a contract between aumico and the Customer for a license package of 20 licenses (in case of a trustee) or a single license (in case of an SME) after the end of the trial period.

3. remuneration and payment

The customer shall pay the contractually agreed remuneration for the services provided by aumico .

In the case of licenses, the amount of remuneration is determined by the number of licenses purchased by the customer. If no other agreement has been made regarding the remuneration, the prices listed under aumico.io/pricesaumico is entitled to verify the number of licenses reported by the customer by appropriate means. If aumico determines that the customer has obtained more licenses than reported, aumico will invoice the additional licenses obtained (also retroactively). In the event of a reduction in the number of licenses to the start of a new license term, any higher license price shall apply (e.g. in the event of a reduction from a higher to a lower license package in the case of a trustee).

If aumico provides the customer with supplementary or additional services for a fee, the customer is also obligated to pay the fees specified for these services. If no other agreement has been made regarding the remuneration for these additional or further services, the prices listed under aumico.io/prices shall apply.

The remuneration for the licenses as well as for supplementary or additional services is due at the time of the order or at the time of the extension of the license term (see clause 10 below). aumico will collect due remunerations by invoice or in another suitable form. Invoices are payable net within 15 calendar days. Incorrect invoice items do not entitle the customer to withhold payment of correct invoice items.

Upon expiry of the payment deadline, the customer shall be in default without further ado. The statutory default interest rate shall apply. If the customer is in default with the payment of a remuneration, aumico may make the provision of its services dependent on the full payment of all outstanding invoices and, at its discretion, also on advance payments or other securities.

The remuneration does not include the legally owed taxes, duties and fees. The legally owed taxes, duties and fees are owed in addition to the remuneration and are to be paid simultaneously with the same. An obligation to pay the legally owed taxes does not apply if aumico is not determined as the tax debtor under the applicable law and the customer has fulfilled any existing obligation to pay the tax as the recipient of the service (so-called reverse charge procedure). Unless otherwise agreed, this is assumed for customers resident in the EU. If aumico is subsequently obliged to pay taxes, duties and fees, the customer shall indemnify aumico to the corresponding extent.

There is no entitlement to reimbursement of remuneration owed or paid.

4. ownership and usage rights

All rights, in particular copyrights, to the aumico platform (including the database and all technical applications) are held by aumico (or any authorized third parties). Likewise, all rights to all further developments are held by aumico (or any authorized third parties), irrespective of which party has initiated or paid for these further developments.

aumico grants the customer (incl. its users) a non-transferable, non-exclusive right to use the aumico platform for its own, direct use for the duration of the contract.

The customer is prohibited from using the data received from aumico or made accessible to third parties, whether for a fee or free of charge, for purposes other than those for which the data is intended or for the purposes of third parties, from collecting, copying, exploiting, publishing, distributing, passing on, disassembling, decompiling, storing or otherwise duplicating the data, and from using or otherwise using the aumico platform with the aid of automated search or query programs not provided by aumico .

In the event of a breach of the foregoing obligations, aumico reserves the right to block the customer's access or the access of the user in breach of the obligation temporarily or permanently and thus to exclude the customer from using the aumico platform.

5. warranty

aumico renders its services professionally and carefully. However, there are no representations or warranties as to the availability, quality, security, operation or support of the Service. All services are provided on a "best effort" basis. In particular, there is no assurance or warranty for an uninterrupted and trouble-free access to the aumico platform and the correctness, accuracy, timeliness and completeness of the content of the services (in particular the data provided). The services may, for example, contain technical inaccuracies or typographical errors.

Any Service Level Agreement (SLA) separately agreed between aumico and the customer shall take precedence.

6. liability and indemnification

Irrespective of the reason for liability and irrespective of the number and time of occurrence of damaging events, aumico shall be liable to the customer for direct and immediate damages which aumico has demonstrably and culpably caused from or in connection with the contract and the services provided thereunder up to an amount of CHF 50,000 per contract year.

The liability of aumico for indirect and consequential damages such as loss of profit, loss of use, unrealized savings, loss of earnings, business or production interruption, loss of data and loss of reputation, regardless of the cause, is excluded to the extent permitted by law.

aumico excludes any liability for damages caused exclusively or mainly by the customer, such as non-compliance with the contract, damages caused by incompatibility of the terminal equipment or software used by the customer with the system operated by aumico , interruption of data transmission, deactivation of necessary cookies or damages caused by lack of access security on the part of the customer.

The customer bears sole responsibility for the use of the aumico platform, including in particular the content uploaded to the aumico platform by him or his users, and undertakes to fully indemnify aumico against all claims by third parties arising from or in connection with his use of the aumico platform, irrespective of whether he or the user concerned is in breach of duty or at fault. This obligation includes claims for damages as well as the reimbursement of legal defense costs (e.g. court and attorney's fees) that aumico reasonably incurs to defend against claims.

7. force majeure

aumico shall not be liable to the customer if the provision of the services is temporarily interrupted, wholly or partially restricted or impossible due to force majeure.

Force majeure shall include, in particular, natural events of particular intensity (avalanches, floods, landslides, etc.), warlike events, riots, sabotage, DDOS attacks, hacking, malware, ransomware, terrorism, unforeseeable official restrictions and pandemics.

If aumico cannot fulfill its own contractual obligations due to force majeure, the fulfillment of the contract or the date for the fulfillment of the contract shall be postponed in accordance with the event that has occurred. aumico shall not be liable for any damages incurred by the customer due to the postponement of the fulfillment of the contract.

8. secrecy

Both parties undertake to treat as confidential their employees, other auxiliary persons and consulted third parties, all information that is not generally known and that they learn in connection with the provision of their services under the contract or with the contractual relationship or about the customers and business relationships of the other party. They undertake to make this information available to third parties only insofar and to the extent that the contract permits the parties to do so, the other party expressly permits this or this becomes necessary due to a court order or legal obligation. aumico is entitled to pass on the information within its group as well as to third parties called in at home and abroad (subcontractors), the latter, however, only insofar as this takes place for the fulfillment of the contractual obligations by the third parties called in.

9. data protection

The responsible and legally compliant handling of personal data is important to aumico . aumico complies at all times with applicable laws, in particular the Swiss Federal Act on Data Protection (DSG) and the associated Ordinance and, if and to the extent applicable, the European General Data Protection Regulation (EU GDPR).

The privacy policy of aumico applies (available at aumico.io/privacy). In addition, the parties have concluded an agreement on order data processing (ADV), which forms an integral part of the contract.

10. entry into force, duration and termination of the contract

The contract shall come into force on the date the offer is signed by the customer, on the date the order is placed by the customer or on the date otherwise designated as the start of the contract. Unless otherwise agreed, a license term of 12 months shall apply (see also Section 2 above). The license term relates in each case to a purchased license package (in the case of a fiduciary) or to individual licenses (in the case of an SME).

After expiry of the initial license term, the term shall be extended by a further 12 months (extension period) in each case, unless the license package (in the case of a trustee) or individual licenses (in the case of an SME) are terminated in writing or by e-mail no later than 30 days before expiry of the initial license term or an extension period. In each case, the customer will receive an e-mail in good time before the termination date, in which the customer's attention is drawn to the extension of the license term.

The right to terminate the contract at any time for good cause remains reserved. aumico is in particular entitled to terminate the contract without notice if the customer (i) is in arrears with payments, (ii) has provided false information in the course of concluding the contract (e.g. during registration), (iii) uses the aumico platform for purposes other than those for which it was intended, or (iv) violates any other material provision of the contract or these GTC.

Termination of the contract means that access to the aumico platform is blocked for the customer and all users. Upon termination of the contract, aumico deletes the customer account including the data/documents in the customer account. The customer may request that the data/documents in the customer account remain accessible for 30 days after termination of the contract so that the customer can download his data/documents. The assertion of damages resulting from this by the customer is excluded.

11. modification of services and contractual conditions

aumico reserves the right to change the services and/or the contractual terms (incl. remuneration as well as these GTC) at any time or to discontinue individual services. The customer will be informed about changes in an appropriate manner (e.g. via e-mail, on the aumico platform or on the invoice). aumico shall notify the customer in good time in advance of any changes that are associated with a significant disadvantage for the customer (e.g. significantly higher remuneration, the discontinuation or significant restriction of a service). In such cases, the customer may terminate the contract extraordinarily with effect from the date on which the change comes into force. If the change relates to a specific service, the right of termination shall apply exclusively to that service. If the customer fails to give notice of termination, the changes shall be deemed accepted. Adjustments to remuneration as a result of a change in statutory requirements (e.g. an increase in the rate of value added tax) or as a result of an adjustment to inflation shall not entitle the customer to extraordinary termination.

Otherwise, the contract may be amended only with the consent of both parties in writing.

12. miscellaneous

aumico reserves the right to transfer the contract and the rights and obligations arising therefrom to a group company with discharging effect. The transfer of the contract by the customer to a third party (including a group company) requires the express written consent of aumico.

Unless expressly stated in the Agreement or communicated in writing to aumico , Customer authorizes aumico, to use its name, trademark, and logo for promotional references in any form and on any medium for the term of the Services and beyond for a period of two years.

If any provision or part of a provision of the contract, including these GTC, is or becomes void or ineffective, the remaining provisions of the contract shall not be affected thereby. A void or partially void or invalid or partially invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and purpose of this provision. The same procedure shall be followed if the contract should reveal a loophole.

13 Applicable law and place of jurisdiction

The contract, including these GTC, shall be governed exclusively by Swiss law. The applicability of the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

The courts of Zurich 1, Switzerland shall have exclusive jurisdiction over any disputes arising out of or in connection with the contract including these GTC.

B. Terms of use of the aumico platform

1. object

These Terms of Use, in addition to the GTC, govern the access to and use of the platform provided by aumico by the customer or its user.

The scope of services for the aumico platform depends on the contract between the customer and aumico as well as the services provided via the aumico platform itself.

aumico reserves the right to restrict the use of the aumico platform to certain countries.

2. access and use of the aumico platform

The aumico platform is used by the customer's employees or other auxiliary persons ("users"). Authentication is required to access the aumico platform. The user is authenticated by entering authentication elements (currently user name/email address and password). All users who gain access to the aumico platform in this way are deemed authorized vis-à-vis aumico to use the functionalities and content available on the aumico platform. aumico may supplement or change the authentication procedure at any time. In particular, additional security levels corresponding to the state of the art may be introduced.

aumico reserves the right to temporarily or permanently block the customer's or individual users' access to the aumico platform or to individual functions at any time without prior notice, without any right to claim damages, provided that this appears reasonable for factual reasons. aumico will inform the customer immediately about any blocking and the corresponding reasons.

3. obligations of the customer

The customer is responsible to aumico for any use of his access by his users as well as for the content of the data and information that he or his users have processed in or via the aumico platform.

The customer is obliged to ensure that the authentication elements are kept secret and protected against misuse by unauthorized persons. The customer shall bear all risks arising from the disclosure of authentication elements.

In the event of loss, misuse or suspected misuse of an authentication element, the authentication element in question must be changed immediately.

Hyperlinks with which the customer refers to the aumico platform are to be clearly marked as such. Techniques whereby the aumico platform or its services are integrated in whole or in part into the customer's own publications or applications or into those of third parties, thereby concealing the origin of the data, are not permitted.

Procurement, installation, maintenance and operation of any necessary software and hardware within Customer's control shall be the sole responsibility of Customer. aumico shall not be responsible or liable in any way for Customer's or its Users' Internet access, including, without limitation, any problems related to connection speed, bandwidth or latency that affect Customer's or Users' access to or use of the Services.

4. safety

aumico uses appropriate and state-of-the-art security methods for the development and operation of the aumico platform. The customer acknowledges that despite reasonable efforts by aumico, application of the necessary care and use of modern techniques and security standards, it is not possible to guarantee absolute security of the systems and procedures used. Against this background, aumico draws particular attention to the following risks:

When using the aumico platform via the Internet, there is a risk that third parties may gain unnoticed access to the customer's computers or other devices. Insufficient system knowledge and lack of security precautions on the part of the customer can facilitate such access by third parties. It is the customer's responsibility to inform himself at all times and in detail about the necessary security precautions.

In addition, there is a risk that viruses, Trojans, etc. may be installed unnoticed on the customer's computers or other devices when using the Internet. In this context, aumico recommends the use of state-of-the-art technical aids (firewalls, virus scanners, etc.). It is the customer's responsibility to protect himself against such risks by taking appropriate measures.

5. ownership and usage rights

The provisions of section 4 of the GTC shall apply.

All rights to the elements of the aumico platform (copyrights, patent rights, design rights, etc.) are and remain with aumico (or any authorized third parties).

6. liability and indemnification

The provisions of clause 6 of the GTC shall apply.

aumico is entitled to interrupt the provision of the aumico platform at its own discretion, at any time and without compensation, if this appears necessary for important reasons, e.g. in the event of malfunctions, risk of abuse, maintenance requirements, technical further development, etc. Foreseeable interruptions will be announced to the customer in advance in a suitable manner (e.g. via e-mail or on the aumico platform). Claims for damages due to such interruptions are excluded.

The aumico platform may contain links to other websites. aumico has not or not fully checked these websites and accepts no responsibility for their content. The activation of a link is always at the customer's own risk.

7. data protection

The provisions of clause 9 of the GTC shall apply.

8 Applicable law and place of jurisdiction

The provisions of clause 13 of the GTC shall apply.