General Business Conditions

Edition June 2021

Under these general business conditions, You may order cloud services (IaaS or PaaS), consulting, project, maintenance, and other services (“Services”), available from HIDORA SA, (CH-660.2.661.016-5), Rue des Charmilles 8, 1203 Geneva, Switzerland (hereinafter « HIDORA »). Details regarding Services are provided on our website the (“Website”), when you order online, or in written orders, contracts, quotes, and schedules (“Orders”). These general business conditions and applicable Orders are the complete agreement (“Agreement”) regarding transactions under this Agreement. You represent and warrant that You have the legal authority to enter into the Agreement.

1. Services

To access the Services, You must create an account associated with a valid email address on HIDORA’s Website. Through Your account, you may Order Services from the range of Services available by HIDORA. When You create an account on the Website, You are solely responsible for all activities that occur under Your account and any other actions taken in connection with Your account, including for maintaining Your username and password confidential. You must immediately notify HIDORA of any unauthorized uses of Your information, Your account or any other security breaches.

Services are usually provided remotely, through information available on the Website. HIDORA also provides a ticketing system and makes available 8/5 a phone support line, free of charge for in-scope Services, through which You can submit queries to our support staff. You are responsible for Your own phone call charges.

Cloud Services are owned and managed by HIDORA, located in a third party facility in Switzerland and are designed to be available 24/7, subject to maintenance. You shall be notified of scheduled maintenance. You shall comply with instructions that HIDORA may reasonably request. Cloud Services are designed to protect Your proprietary content. You are either the data controller of the personal data in the content, or You have obtained the consent of the relevant data controllers to enter this Agreement. You appoint HIDORA as the data processor to process such personal data. HIDORA’s access to Your proprietary content is limited to HIDORA employees and contractors as needed to deliver the Cloud Services and HIDORA shall not disclose Your content, unless required by law. HIDORA shall return or destroy Your content upon termination of the Cloud Services, or earlier upon Your request. Certain such activities performed at Your request (such as delivering 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 its right, without liability, to change or discontinue a Service mentioned on its Website at any time, as applicable to the other clients of HIDORA.

You may not use Cloud Service for unlawful, obscene, offensive, fraudulent content or activity, in any jurisdiction for any user, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, violating third party rights, or to provide hosting or time sharing services, or resell any Cloud Service to third parties. If there is a complaint or notice of violation, Your use may be suspended until resolved, and terminated if not resolved promptly.

For project Services, You shall provide access to Your sites and IT equipment to HIDORA personnel for the Services’ purposes. Each party shall ensure timely and adequate collaboration with the other party. Failure or delay in complying with Your obligation may result in additional time spent and expenses, and HIDORA shall be entitled to charge such at the then applicable rates. For HIDORA maintenance Services, the following SLA apply:

2. Term and Termination

The Agreement is effective when the first of the following occurs: You click on “Sign up” button presented with these general business conditions, You access any of the Services from our Website, or as mentioned in the Order. The term is stated in the Order. Services cannot be canceled by You and are non-refundable.

HIDORA will notify You in advance by e-mail when Your pre-paid Services will arrive to expiration. Depending of Your payment method, You will be invited to pay 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 on-going rates for Services at that time. You may choose to cease to use our Service in relation to Your expired subscription.

Upon expiry of Services, Your access will be automatically suspended. If You do not purchase a new pre-paid subscription, or when the Services are terminated in accordance with this section 2: thirty (30) calendar days after its expiration, Your account will expire, subject to permanent removal from HIDORA’s servers, after an other thirty (30) calendar days. Such removal signifies the destruction of all your content data, irrespective of Your prior non-recovery thereof. You declare agreeing such a procedure and bearing sole responsibility to recover Your content data in due time.

HIDORA may suspend, revoke or limit Your use of Services if HIDORA determines there is a material breach of Your obligations, a security breach, or violation of law, without impact to the fees. If the cause of the suspension can reasonably be remedied, HIDORA might provide notice of the actions You must take to reinstate the Services. If You fail to take such actions within a reasonable time, HIDORA may terminate the Agreement for cause.

In the specific case of withdrawal by HIDORA from a Service, HIDORA shall either continue to provide the Service for the remainder of Your unexpired term or work with You to migrate to another Service.

Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees.

3. Fees and payment

Fees are mentioned exclusive of any taxes, value added tax (VAT), any customs, tax, or fee imposed by any authority under this Agreement. Whenever applicable, any of such will be added to the fees. You agree to pay all applicable fees including fees for use in excess of Your authorizations. When the Services are provided on Your site, You agree to also pay for HIDORAs’ reasonably incurred expenses (e.g. travel costs, work or travel time outside normal business hours, parking, etc.). When third party products, such as software, are involved in the Services, the terms and conditions from the original editor apply, and prevail over these general business conditions. By placing or accepting an Order for any third party product, You declare accepting such terms and conditions, including any separate fee that may apply.

Services fees are pre-paid. If the Order specifies otherwise (for example for consulting or project Services), invoiced amounts are due net thirty (30) days from the invoice date.

HIDORA accepts payment by Bank transfer, credit card via Stripe platform, and via the online payment service PayPal™. 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. When the Order specifies that payment will be by a method other than PayPal™ and Stripe, HIDORA will invoice You in advance and otherwise in accordance with the relevant Order.

Upon default of payment and the payment is rejected or canceled, the Order is canceled. In case of a bank charges any additional fees (either on the sending or receiving side), such charges will be due by You, not HIDORA. If any amount owing by You under this Agreement for the Services is 30 or more days overdue, HIDORA may, without limiting its other rights and remedies, accelerate any of Your unpaid fee obligations towards HIDORA so that all such obligations become immediately due and payable, and suspend our Services to You until such amounts are paid in full. Other than for payments by credit card or direct debit whose payment has been declined, HIDORA will give You at least ten (10) days’ prior notice that Your account is overdue, before suspending Services to You.

HIDORA does not give credits or refunds for any pre-paid or otherwise already paid fees. If Your usage exceeds Your prepaid amount, Your account will be automatically suspended until you refill it, and Services shall be suspended either. In case you have opt-in for the automatic refill, your account will be recharged according to the plan You have chosen, and Services shall not be interrupted.

HIDORA reserves its rights to adjust recurring fees. Any such adjustment will not apply retroactively, but shall always apply for the renewals.

4. Intellectual Property

You and your third parties own all your content data. HIDORA and its third parties owns all intellectual property rights under an Order outside Your content data. Each party grants to the other a nontransferable, nonexclusive, worldwide license to use, during the Services term.

5. Warranties

The Cloud Services are provided on a “as is” basis. HIDORA warrants that it provides other Services using reasonable care and skill in accordance with the applicable Order, including any completion criteria for project Services that will comply with the Order at the time of delivery. For project Services the warranty period is of 60 days following delivery date. HIDORA does not provide any further warranties whatsoever.

HIDORA does not warrant uninterrupted or error-free operation of a Service or that HIDORA will be able to correct all defects or entirely prevents third party disruptions or unauthorized third party access to a Service. Any date or time mentioned in Orders are estimates only. These are the sole warranties that HIDORA provides and replace all other warranties, including implied warranties (including those of the Swiss Code of Obligations) or noninfringement, and fitness for a particular purpose. HIDORA warranties will not apply if there has been misuse, modification, damage not caused by HIDORA, failure to comply with instructions provided by HIDORA.

6. Liability

Unless otherwise stated by imperative Swiss law, HIDORAs’ entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred by You up to the amounts paid (if recurring charges, the last 6 months’ fees apply) for the Service that is the subject of the claim, regardless of the basis of the claim. This limit applies collectively to HIDORA, its contractors, and suppliers. HIDORA will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings.

HIDORA has no responsibility for claims based on items not provided by HIDORA, on products, or any violation of law or third party rights whether or not caused by Your content or materials.

7. General

Each party undertakes to keep confidential of any confidential information transmitted by the other party, including Your content. However, as soon as information is or becomes publicly available (through no fault of the recipient of the information), it is no longer confidential. The period of confidentiality is three years from the date of disclosure.

You accept an Order by ordering, enrolling, using, or making a payment for the Service. Since this Agreement may apply to many future Orders, HIDORA reserves the right to modify it. Changes will not apply retroactively; they will apply, however, to new Orders and renewals. You may request that HIDORA defer the change effective date until the end of the current contract term.

The following HIDORA Privacy Policy apply to this Agreement:

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 Services and are responsible for obtaining all necessary permissions to use, provide, store and process Your content in Cloud or other Services, and grant HIDORA permission to do the same. HIDORA does not undertake to perform any of Your regulatory obligations, or assume any responsibility for Your business or operations.

The Cloud Services include a set of security items, and HIDORA shall provide You notice of any unauthorized third party access to Your content of which HIDORA becomes aware and shall use reasonable efforts to remediate identified security vulnerabilities. You may use encryption technology to further protect Your content from unauthorized access. You are responsible for properly configuring, using the Service, and maintaining appropriate protection and backup of Your content. If Your content is lost or damaged, HIDORA can assist You, usually against fees, in restoring it to the Cloud Services from your last available backup copy in compatible format.

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other. Assignment of HIDORA rights to receive payments or in conjunction with the sale of its activity do not necessitate Your consent.

Any notice must be in writing and sent to the address on the Order, unless a party designates in writing a different address. The Agreement supersedes any course of, discussions between the parties. If there is a conflict, an Order prevails over the terms of these general business conditions.

No right or cause of action for any third party is created by this Agreement or any transaction under it. Neither party is responsible for failure to fulfil its non-monetary obligations due to causes beyond its control. Each party shall allow the other reasonable opportunity to comply before it claims the other has not met its obligations. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action shall not be unreasonably delayed or withheld.

12. Applicable law

Each party is responsible for complying with laws and regulations applicable to its business and content, import, export, economic sanctions; and transfer of data restriction.

Both parties agree to the application of the laws of Switzerland to this Agreement, without regard to conflict of law principles. All rights, duties, and obligations are settled exclusively by the competent court of Geneva. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement affects statutory rights that 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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