General terms and conditions of sale
Edition June 2021
Under these terms and conditions, you may order cloud computing services (IaaS or PaaS), consulting, project, maintenance and other services (the "Services"), available from HIDORA SA, (CHE-286.910.173), Rue des Charmilles 8, 1203 Geneva, Switzerland (hereinafter "HIDORA" ). Details of the Services are provided on our website www.hidora.io ("Website"), when you order online, or in written orders, contracts, quotes and schedules ("Orders"). These terms and conditions and the applicable Orders constitute the entire agreement ("Agreement") with respect to the transactions under this Agreement. You represent and warrant that you have the legal authority to enter into the Agreement.
To access the Services, you must create an account with a valid email address on the HIDORA website. Through your account, you can order services from the range of services offered by HIDORA. When you create an account on the Website, you are solely responsible for all activities that occur under your account and for all other actions taken in connection with your account, including maintaining the confidentiality of your user name and password. You must immediately notify HIDORA of any unauthorized use of your information, your account or any other breach of security.
The services are generally provided remotely, through information available on the website. HIDORA also provides a ticketing system and a free telephone hotline for the services concerned, through which you can submit questions to our support staff. You are responsible for your own telephone costs.
The Cloud Services are owned and operated by HIDORA, located at a third party facility in Switzerland and are designed to be available 24 hours a day, 7 days a week, subject to maintenance. You will be notified of scheduled maintenance. You must comply with such instructions as HIDORA may reasonably request. Cloud services are designed to protect your proprietary content. You are either the data controller of the personal data contained in the content or You have obtained the consent of the relevant data controllers to enter into this Agreement. You designate HIDORA as the data processor to process such personal data. HIDORA's access to Your proprietary content is limited to HIDORA's employees and contractors as necessary to provide the Cloud Services and HIDORA will not disclose Your content except as required by law. Self-Regulation will not disclose Your Content unless required by law. Self-Regulation will return or destroy Your Content upon termination of the Cloud Services, or earlier at Your request. Some of these activities performed at Your request (such as delivery of content in a specific format) may be charged to You. HIDORA may modify the computing environment used to provide the Cloud Services, without degrading its functionality or security features. HIDORA reserves the right, without liability, to modify or discontinue any Service listed on its Website at any time, as is applicable to other HIDORA customers.
You may not use the Cloud Service for any content or activity that is unlawful, obscene, offensive, fraudulent, in any jurisdiction for any user, such as advocating or causing harm, interfering with or violating the integrity or security of any network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, violating the rights of third parties, or providing hosting or timesharing services, or reselling any Cloud Service to third parties. In the event of a complaint or notice of infringement, Your use may be suspended until resolved, and terminated if not promptly resolved.
For Project Services, You must provide access to Your sites and computer equipment to HIDORA personnel for the purposes of the Services. Each party will ensure timely and adequate cooperation with the other party. Any failure or delay in the performance of Your obligation may result in additional time and expense, which HIDORA shall be entitled to charge at the then applicable rates. For HIDORA Maintenance Services, the following SLAs apply: https://hidora.io/sla/.
2. Duration and termination
The Agreement comes into effect when the first of the following occurs: You click on the "Register" button presented with these terms and conditions, You access any of the Services from our Website, or as stated in the Order. The duration is indicated in the Order. The Services cannot be cancelled by You and are not refundable.
HIDORA will inform you in advance by e-mail of the expiration date of your prepaid services. Depending on your payment method, You will be prompted to pay the fees by pre-paying Your account or by an automatic charge to Your account for the same Services on a pay-as-you-go basis at the then current rates for the Services. You may choose to stop using our service in connection with your expired subscription.
Upon expiration of the Services, your access will be automatically suspended. If you do not purchase a new prepaid subscription, or if the Services are terminated in accordance with this Section 2, thirty (30) calendar days after the Services expire, your access will be automatically suspended.
3. Fees and payment
The fees are quoted exclusive of any tax, value added tax (VAT), customs duty, tax or duty imposed by any authority in connection with this agreement. Where applicable, such taxes will be added to the Charges. You agree to pay all applicable fees, including fees for use beyond Your permissions. Where the Services are provided at Your site, You agree to also pay any fees reasonably incurred by HIDORAs (e.g., travel expenses, time spent working or traveling outside of normal business hours, parking, etc.). Where third party products, such as software, are involved in the Services, the terms and conditions of the original publisher shall apply, and shall take precedence over these Terms and Conditions. By placing or accepting an order for a third party product, you agree to these terms and conditions, including any separate charges that may apply.
Service fees are prepaid. If the order provides otherwise (e.g. for consultancy or project services), the invoiced amounts are due net thirty (30) days after the invoice date.
HIDORA accepts payments by bank transfer, credit card via the Stripe platform, and via the PayPal™ online payment service. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information. HIDORA will charge or debit your payment according to the plan you have chosen. Where the Order specifies that payment will be made by a method other than PayPal™ and Stripe, HIDORA will invoice You in advance and otherwise in accordance with the relevant Order.
In the event of non-payment and if the payment is rejected or cancelled, the Order is cancelled. In the event that a bank charges additional fees (whether on the sending or receiving side), such fees shall be payable by You, not HIDORA. If any amount owed by You under this Agreement for the Services is 30 days or more past due, HIDORA may, without limiting its other rights and remedies, accelerate any of Your outstanding fee obligations to HIDORA so that all such obligations become immediately due and payable, and suspend our Services to You until such amounts are paid in full. Except for credit card or direct debit payments that have been dishonoured, HIDORA will give You at least ten (10) days' notice that Your account is in arrears, before suspending the Services to You.
HIDORA does not provide credits or refunds for prepaid or previously paid fees. If your usage exceeds the prepaid amount, your account will be automatically suspended until you replenish it, and services will also be suspended. If you have opted for automatic top-up, your account will be topped up according to the plan you have chosen, and services will not be suspended.
HIDORA reserves the right to adjust the recurring fees. Such an adjustment will not apply retroactively, but will always apply to renewals.
4. Intellectual Property
You and your third parties own all your content data. HIDORA and its third parties own all intellectual property rights in an order outside of your content data. Each party grants to the other a non-transferable, non-exclusive, worldwide license to use the Content for the duration of the Services.
The Cloud Services are provided on an "as is" basis. HIDORA warrants that it will provide the other Services using reasonable care and skill in accordance with the applicable Order, including any completion criteria for the Project Services that will comply with the Order at the time of delivery. For Project Services, the warranty period is 60 days after the date of delivery. HIDORA provides no other warranty whatsoever.
HIDORA does not warrant the uninterrupted or error-free operation of any Service or that HIDORA will be able to correct all defects or fully prevent disruptions by third parties or unauthorized access by third parties to any Service. Any date or time mentioned in the Orders are estimates only. These are the only warranties provided by HIDORA and are in lieu of all other warranties, including implied warranties (including those in the Swiss Code of Obligations) or non-infringement, and fitness for a particular purpose. HIDORA's warranties shall not apply in the event of misuse, alteration, damage not caused by HIDORA, or failure to follow instructions provided by HIDORA.
Except as otherwise provided by mandatory Swiss law, HIDORAs total liability for all claims related to the Agreement shall not exceed the amount of any actual direct damages incurred by You up to the amounts paid (if the fees are recurring, the last 6 months fees apply) for the Service that is the subject of the claim, regardless of the basis of the claim. This limitation applies collectively to HIDORA, its contractors and suppliers. HIDORA shall not be liable for any special, incidental, exemplary, indirect or consequential damages, or for loss of profits, business, value, revenue, goodwill or anticipated savings.
HIDORA is not responsible for any claims based on material not supplied by HIDORA, products, or any violation of law or third party rights, whether or not caused by your content or materials.
Each party undertakes to keep confidential any confidential information transmitted by the other party, including Your content. However, once information is or becomes publicly available (through no fault of the recipient of the information), it is no longer confidential. The confidentiality period is three years from the date of disclosure.
You accept an Order by ordering, registering, using or making payment for the Service. As this Agreement may apply to many future Orders, HIDORA reserves the right to modify this Agreement. Changes will not apply retroactively; however, they will apply to new Orders and renewals. You may request that HIDORA postpone the effective date of the change until the end of the current contract term.
Both parties are independent companies, and each party is responsible for determining the assignment of its own personnel and contractors, and for their direction, control and compensation.
You are responsible for your use of the Services and are responsible for obtaining all necessary permissions to use, provide, store and process your content in the Cloud or other Services, and grant HIDORA permission to do the same. HIDORA does not undertake to perform any of your regulatory obligations, nor does it assume responsibility for your business or operations.
The Cloud Services include a set of security features, and HIDORA will provide You with notification of any unauthorized third party access to Your content that HIDORA becomes aware of and will use reasonable efforts to remedy any security vulnerabilities identified. You may use encryption technology to further protect Your Content from unauthorized access. You are responsible for properly configuring and using the Service and for maintaining appropriate protection and backup of Your Content. If Your content is lost or damaged, HIDORA can assist you, usually for a fee, in restoring it to the Cloud Services from your last available backup copy in a compatible format.
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. Assignment of HIDORA's rights to receive payments or in connection with the sale of its business does not require your consent.
Any notice must be in writing and sent to the address on the Order, unless a party designates a different address in writing. The Contract supersedes any course of dealing between the parties. In the event of a dispute, an Order shall prevail over the terms of these terms and conditions.
No right or cause of action for any third party is created by this agreement or any transaction under it. Neither party shall be liable for failure to perform its non-monetary obligations due to causes beyond its control. Each party must give the other a reasonable opportunity to comply before claiming that the other has failed to meet its obligations. Where the approval, acceptance, consent, access, cooperation or other similar action of either party is required, such action shall not be unreasonably delayed or withheld.
8. Applicable law
Each party is responsible for compliance with laws and regulations applicable to its activity and content, import, export, economic sanctions; and restriction of data transfer.
Both parties agree to the application of the laws of Switzerland to this agreement, without regard to conflict of laws principles. All rights, duties and obligations shall be settled exclusively by the competent court in Geneva. If any provision of the Agreement is invalid or unenforceable, the remaining provisions shall remain in full force and effect. Nothing in the agreement shall affect statutory rights which cannot be waived or limited by contract. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
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