Spectas Inc,
Chaltenbodenstrasse 6c
8834 Schindellegi
Switzerland

The current version of the General Terms and Conditions of Spectas AG is published on the website of Spectas AG (www.spectas.ch).

These shall become an integral part of the contract unless the customer objects within 30 days of becoming aware of them.

These General Terms and Conditions (“GTC”) govern the contractual relationship between Spectas AG and its customers.

By filling out the login mask for registration on the Spectas AG website or ordering a company account, the customer accepts the following provisions without reservation.

Spectas AG reserves the right to make subsequent changes or additions to the GTC.

A. Contract

Spectas AG primarily provides Software as a Service (“SaaS”) services via the Internet in the area of auditing and fiduciary software for its customers. In addition, Spectas AG provides further services in various areas (hereinafter collectively referred to as “Services”).

For the respective scope of services and conditions, please refer to the current service description on the Spectas AG website. The subject of the contract is in particular the provision of the Spectas software for use via the Internet, the storage of the customer’s data (“data hosting”) and the provision of various additional software and services in addition to the Spectas software. The additional software and services are partly provided by Spectas AG, partly by third parties.

B. Rights of use and software transfer

Spectas AG grants the customer the non-exclusive and non-transferable right to use the Spectas software as intended for the duration of the contract within the scope of the respective scope of services. The customer may neither duplicate nor edit the Spectas software unless this is expressly permitted in the current service description on the website or has been approved in writing by Spectas AG. In particular, it is prohibited to install or store the software, even temporarily, on data carriers (hard disks, etc.) of the hardware used by the customer (with the exception of main memory).

The customer is not entitled to make this software available to unauthorized third parties for use against payment or free of charge. The customer is expressly prohibited from making the software available to third parties in any form, unless this is expressly permitted in the current service description on the website or has been approved in writing by Spectas AG.

The customer undertakes to structure any contractual relationships with third parties in such a way that unlawful use of the software by third parties is effectively prevented.

Spectas AG shall make the Spectas software available to the customer in the respective current version via the Internet for use against payment for the duration of this contract.

For this purpose, Spectas AG stores the software on a server that can be accessed by the customer via the Internet. Spectas AG is continuously developing the software and will improve it on a regular basis. The current range of functions is described on the Spectas AG website.

Spectas AG continuously monitors the functionality of the software and eliminates software errors according to the technical possibilities.

C. Data Hosting and Subcontractors

Spectas AG provides the customer with a defined storage space on a server for storing his data. If the storage space should not be sufficient to store the data, Spectas AG will inform the customer in due time.

Spectas AG shall ensure that the stored data can be accessed via the Internet within the scope of the technical possibilities. The customer is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge.

The customer undertakes not to store any content on the storage space whose provision, publication and use violate applicable law or agreements with third parties.

Spectas AG shall take suitable and reasonable precautions against data loss and to prevent unauthorized access by third parties to the customer’s data within the scope of technical possibilities. For this purpose, Spectas AG will make regular backups. In any case, the customer remains the sole owner of the data and can therefore demand the surrender of individual or all data from Spectas AG during the term of the contract without Spectas AG having a right of retention.

The release of the data is carried out by sending it via a data network in the format used by Spectas AG. The customer has no right to the software suitable for the use of the data. Spectas AG is entitled to demand an expense allowance for the surrender of the data.

After termination of the contract, the customer is still entitled to demand the return of his data for a period of one month. Spectas AG is not obligated to store data of the customer beyond this period of time or to ensure the surrender. Should a customer demand the surrender of data after the expiry of the one-month period and should this data still be available at Spectas AG, Spectas AG shall surrender the data to the customer after payment of the costs actually incurred for this. Spectas AG may engage subcontractors/third parties for the performance of the contractual service, in particular for software programming.

In the case of authorized consultation, Spectas AG is responsible for the careful instruction of the consulted persons. Warranty and liability for subcontractors/third parties are excluded to the extent permitted by law.

D. Skribble / Third Party / Add-on

Spectas AG may provide an interface (“API”) for communication with third party software. This gives the customer the option of using various additional packages or third-party offers in addition to the Spectas software. Unless expressly agreed otherwise, a contractual relationship concerning the use of third-party add-ons shall be established exclusively between the Customer and the third-party provider.

If access rights are required for the use of an add-on, the customer expressly agrees to grant all necessary access rights by ordering or integrating the add-on. Spectas AG shall then be entitled to provide or permit access to all data of the customer necessary for the use of the add-on.

The customer retains full control over the third-party provider’s access rights to his data at all times and can restrict or deny access at any time. The customer agrees that Spectas AG or the third party provider may exchange data with this third party provider when using further add-ons. Any warranty and liability are expressly excluded.

In particular, Spectas AG assumes no responsibility for the data processing of the third-party provider. Notwithstanding any assurances to the contrary, Spectas AG shall in any case have the right to partially or completely restrict access to the Spectas AG API for individual or all customers at any time for good cause.

An important reason exists in particular if data is migrated via the interface to the detriment of Spectas AG or if the infrastructure is overloaded by requests via this interface. By ordering the add-on, the customer agrees to the terms and conditions as well as the privacy policy of the respective third-party provider. In all other respects, reference is made to the data protection declaration of Spectas AG.

E. Support

Spectas AG will answer inquiries (by e-mail or telephone) of the customer concerning the Spectas software and further services of Spectas within the business hours, working days from 08.00-12.00 and 13.00-17.00, by telephone or in writing as soon as possible after receipt of the respective question. This does not include support for third-party software and services (e.g. add-ons).

F. Impairment of accessibility

Adjustments, changes and additions to the contractual SaaS services of Spectas AG as well as measures that serve to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is required for technical reasons.

The monitoring of the basic functions as well as the maintenance of the Spectas software is carried out on a regular basis. In the case of serious errors (i.e. the use of the Spectas software is no longer possible or is significantly restricted), maintenance is usually carried out within 2 hours from the time of knowledge or notification by the customer. Spectas AG will notify the customer of the maintenance work in good time and carry it out as quickly as possible.

Spectas AG endeavors to ensure the highest possible availability of the Spectas software. Third-party services are excluded from this chapter. Spectas AG cannot guarantee availability, in particular for add-ons which are the responsibility of third parties.

G. Obligations of the customer

The customer undertakes to use the SaaS services exclusively for the contractual purpose. He bears sole responsibility for the content that he and the users he has set up create, transmit or use using the SaaS services. The customer is responsible for the necessary system requirements (especially hardware and software) for using the Spectas software.

The customer itself is responsible for the input and maintenance of its data and information required for the use of the SaaS services – without prejudice to Spectas AG’s obligation to back up data. The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.

The customer is obliged to prevent unauthorized access to the software by third parties by taking appropriate precautions. The customer is obligated to instruct his employees about the existing intellectual property rights and to ensure their compliance. In particular, the customer shall instruct its employees not to make any copies of the software or to pass on access data to third parties. For the initial use of the SaaS services, the customer will be provided with a “User ID” incl. Password provided, which is required to access the Spectas account.

The customer is obliged to provide his “User ID” incl. password secretly and not to make it accessible to third parties. The customer shall notify Spectas AG immediately of any unauthorized use or other attacks on the security. In such cases, Spectas AG will provide the “User ID” incl. Reset the customer’s password.

The Customer shall take all measures that are necessary in its due discretion to maintain or improve the security of the data, the software and the network connections. In particular, the Customer undertakes to change its password regularly, but at least every ninety (90) days, and to use two-factor authentication.

The customer is obliged to keep his details in his Spectas account, in particular the deposited company domicile address, e-mail address for notifications and invoice deliveries as well as telephone number(s), up to date (on a daily basis) at all times. After termination of the contractual relationship, the customer himself is responsible for backing up his data.

Spectas AG is entitled to irrevocably delete all data one month after termination of the contract. If the customer violates any obligations according to these GTC or further contractual provisions, Spectas AG is authorized to temporarily or permanently restrict or block the Spectas account and thus the access to all services of Spectas AG.

H. Fee

The customer undertakes to pay Spectas AG for the services ordered the fee agreed in accordance with his subscription / corresponding description of services plus the fee for the services ordered. VAT to be paid. Unless otherwise agreed in writing, the fee shall be paid in advance in each case.

Spectas AG will send the customer an invoice for the contractually owed fee to the e-mail address deposited with the billing address. Spectas AG is entitled to adjust the fee and/or service contents at any time by written notification to the customer.

Reasons for such a change in performance are in particular technical progress and further development of the software. If the customer does not wish to continue the contract at the changed rates and if the changes represent a deterioration in the conditions from the customer’s point of view, the customer shall be entitled to terminate the contract extraordinarily with 14 days’ notice to the date of the change.

In the event of a delay in payment, Spectas AG is entitled to temporarily block the Spectas account and thus access to all services of Spectas AG. In this case, the agreed fee remains owed in full even during the blocking. Access will be reactivated after payment of the outstanding invoices.

I. Liability and warranty

Spectas AG warrants the functional and operational readiness of the SaaS services in accordance with the provisions in these GTC. The customer undertakes to indemnify Spectas AG against all claims of third parties based on the data stored by him and to reimburse Spectas AG for all costs incurred by the latter due to possible infringements of rights.

Spectas AG is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform Spectas AG thereof.

Spectas AG shall notify the customer of the removal and the reason for it without delay. The suspension shall be lifted as soon as the suspicion has been fully rebutted. Within the framework of the legal provisions, Spectas AG excludes any liability towards the customer (or any third party) in particular for the fulfillment of its contractual and non-contractual obligations as well as for the loss of data (including for negligence).

This exclusion of liability also applies to the damage caused directly or indirectly by the use of the Spectas software. If Spectas AG has called in auxiliary persons to fulfill its contractual obligations, it shall be responsible for the careful instruction of the persons called in. Otherwise, warranty and liability are excluded in full to the extent permitted by law. This exclusion of warranty and liability also applies in particular to intent and gross negligence.

In all cases, regardless of the basis of liability, the liability of Spectas AG is limited to the amount of the annual license fee in the last twelve months before the damage occurred. The warranty for the functional and operational readiness as well as the liability with regard to third-party software and services (in particular add-ons, consulting services) is excluded in full to the extent permitted by law.

J. Contract duration

The contractual relationship begins with the registration or the order by the customer. The contractual relationship is concluded for an indefinite period. Consequently, the respective subscription (annual subscription, etc.) is automatically renewed for another billing period as long as the contractual relationship has not been terminated in accordance with this chapter.

The parties are entitled to terminate the contractual relationship by giving one month’s notice as of the end of the current billing period of the respective subscription (annual subscription, etc.). Agreements to the contrary regarding periods of notice remain reserved. Form of termination: Notice of termination must be given in writing (by e-mail).

Following the cancellation, the customer will receive an e-mail from Spectas AG with a confirmation. The Spectas account is blocked at the end of the respective accounting period. The date of receipt of the confirmation of termination by Spectas AG shall be decisive for the date of termination.

The parties are free to terminate the contract immediately for good cause. An important reason for the immediate termination of this contract exists for Spectas AG in particular,

• a) if the customer falls into bankruptcy or the bankruptcy proceedings have been discontinued for lack of assets;
• b) if the customer is in default with payment obligations arising from this contractual relationship to the extent of at least one annual fee and has been reminded unsuccessfully by setting a grace period of two weeks;
• c) if the customer culpably violates legal regulations or interferes with copyrights, industrial property rights or name rights of third parties when using the contractual services;
• d) if the customer seriously violates obligations under these GTC or other contractual provisions;
• e) in case of use of the Distributed Services for the purpose of promotion of criminal, unlawful and ethically questionable actions by the Customer.

In the event of the death of the owner of a sole proprietorship, Spectas AG is in principle entitled to release the data of the sole proprietorship to authorized persons (in particular family members, trustees).

This surrender is dependent on proof of a legitimate interest (e.g. succession planning, division of an estate, etc.). Furthermore, Spectas AG may grant an authorized person access to the Spectas account of the individual company concerned or transfer the account to such a person (e.g. heir) after providing appropriate proof. If the entitlement is in doubt or if several parties make divergent claims, Spectas AG may refuse to hand over the data or take further steps.

K. Communications

Unless a stricter form is stipulated in this contract or by law, all notifications shall be sent in writing or by e-mail to the (e-mail) addresses indicated by the client in the Spectas account or indicated on the website of Spectas AG.

The client is obligated to immediately inform Spectas AG of any changes of address (incl. e-mail) or to adjust the address in the Spectas account, otherwise notices sent to the last known address shall be deemed to have been received with legal effect.

L. Confidentiality obligation and data protection

Spectas AG undertakes to maintain secrecy about all confidential processes, in particular business or trade secrets of the customer, which come to its knowledge in the context of the preparation, execution and fulfillment of this contract and not to disclose this information to external third parties without the authorization of the customer. This applies to any unauthorized third parties, unless the disclosure of information is necessary for the proper fulfillment of Spectas AG’s contractual obligations.

The customer expressly declares his consent to this. The customer authorizes Spectas AG to name the customer publicly as a reference and to use general information about the agreed contract in a suitable manner for marketing, public relations and sales purposes. However, Spectas AG will contact the customer prior to publication, whereby the customer may revoke his consent exclusively for important reasons.

By accepting these GTC, the Customer simultaneously declares its consent to the Privacy Policy (Appendix 1) of Spectas AG in the currently valid version. This is permanently posted on the Spectas AG website. The customer declares to know the document. The customer hereby expressly declares its consent to the exchange of data between Spectas AG in accordance with the Privacy Policy. The latter is obliged to maintain secrecy and to comply with the applicable data protection legislation.

M. Intellectual property rights

All intellectual property rights to the SaaS services of Spectas AG, in particular to the Spectas software as well as to the website, shall remain the property of Spectas AG.

N. Severability clause

Should individual provisions of this contract be or become invalid or void, this shall not affect the validity of the remaining provisions. In this case, the invalid or void provision shall be replaced by a new, legally permissible provision that comes as close as possible to the invalid or void provision in terms of its economic meaning and effect. The same procedure shall be followed if a gap in the contract becomes apparent.

O. Applicable law, place of jurisdiction and precedence

This Agreement, including the questions of its formation and validity, is governed by Swiss law, excluding the conflict of laws rules and international agreements.

The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract as well as in relation to the subject matter of this contract, including questions of the formation, validity, invalidity, binding nature, implementation, modification or amendment, breach or termination of this contract, shall be at the registered office of Spectas AG.

In the event of any inconsistency between the German version of these GTC and its annexes and a version in another language, the German version shall prevail.This translation is provided for convenience and informational purposes only. It is not a certified or official translation. Users of this document are advised to refer to the original German version for legal or official purposes.

Last version:

July 2023