Impaxio General Terms and Conditions

Last updated: 22 May 2023

Impaxio General Terms and Conditions

These General Terms and Conditions (GTCs) govern the execution, content and handling of contracts between the parties “Client” and “Provider”, hereinafter referred to as “contract partners”. By filling out the login screen on the Provider’s website to register a user account, the Client accepts the GTC. The Provider reserves the right to add or modify the GTC, which will be considered a part of the contract unless the Client objects within 14 days of notification. The latest version of the GTC is available on the Provider’s website (https://www.impaxio.com). Any deviations from these GTCs are only valid agreed upon in writing.

1. Products and services

1.1. The Provider primarily provides Software as a Service ("SaaS") via the Internet (“Impaxio software”) in the area of remote data collection, including interactive SMS and WhatsApp surveys. The Provider’s current service description can be found on the Provider’s website.

1.2. Throughout the term of this contract, the Provider will grant the Client access to the current version of the Impaxio software via the internet.

1.3. The Provider will make regular enhancements to the software through updates and upgrades, will continually assess the software's functionality, and will rectify software errors, to the extent that this is technically possible. The Provider shall apply foreseeable maintenance interruptions outside the operating hours and notify the Client thereof as early as possible.

2. Rights to use

2.1. The Client acquires the non-exclusive and non-transferable right to use the Impaxio software for the duration of this contract.

2.2. The Client is not entitled to make this software available to unauthorized third parties for use. The Client is not permitted make copies of the Impaxio software or attempt to reverse-engineer the Impaxio software.

3. Fees

3.1. The Client is obligated to pay the Provider the agreed-upon fee, plus VAT, for the services ordered based on the terms of their subscription or corresponding service description. The Client must pay the fee in advance. The Provider will send an invoice to the email address listed in the billing address.

3.2. The Provider reserves the right to adjust the fees and/or service content, with written notice to the Client. If the changes represent a worsening of conditions from the Client’s perspective and the Client does not wish to continue the Contract at the changed rates, the Client can terminate the agreement with a notice period of 14 days to the date of the change.

3.3. If the Client is late in paying the fee, the Provider has the right to temporarily block access to the Impaxio services and software. The agreed-upon fee will still be due even during the account blockage period. Once the outstanding invoices are paid, access will be reinstated.

3.4. The Client understands that the agreed-upon fee, as described in point 3.1, is exclusive of mobile network charges, in particular costs for sending or receiving SMS, costs for conversation via WhatsApp, costs for WhatsApp message costs, and costs for sending airtime. These charges apply in addition to the Client’s Impaxio subscription, and are to be paid directly by the Client to the respective third party.

4. Documentation and Support

4.1. The Provider supplies the Client with the instructions for use required to perform the contract or meet operating needs. The documentation is available via the Provider’s website. The documentation is supplied in English.

4.2. The Provider will promptly respond to any inquiries from the Client about the Impaxio services or software during the Provider’s published business hours.

5. Client obligations

5.1. The Client must use Impaxio services solely for the Contract-specified purpose.

5.2. The Client assumes full responsibility for generated content, including the content of all messages sent, and data input, including consent from survey recipients.

5.3. The Client assumes full responsibility for ensuring that the Client’s system meets the necessary hardware and software requirements for using the Impaxio software.

5.4. To prevent unauthorized access, the Client must take appropriate measures and keep login credentials confidential, notifying the Provider immediately of any security breaches or unauthorized use.

5.5. The Client is obliged to informing Impaxio about changes in personal information (e.g. address of the Client).

6. Performance

6.1. The contracting partners notify each other immediately of any circumstances arising on their respective sides that jeopardise or could jeopardise the performance of the contract.

7. Subcontracting

7.1. The Provider may use subcontractors. The Provider remains responsible for providing the services to the Client.

8. Warranty of title and Liability

8.1. The Provider warrants and represents that products and services it provides under the contract for work and services meet the agreed specifications, as well as any specifications the Client may expect in good faith based on the state of the art when the contract is executed.

8.2. The Client guarantees that it will not infringe any third-party intellectual property rights with its resources that it makes available to the Provider. If the Provider has reasonable suspicion that the data stored is illegal or infringes on third-party rights, the Provider is entitled to immediately block the Client’s access to the Impaxio services. The Provider will notify the Client and the block will be lifted as soon as the suspicion is disproved.

8.3. To the extent that the law allows, the Provider excludes any liability to the Client or any third party for any loss or damage caused by itself, its agents and its subcontractors in connection with the contractual relationship.

8.4. In all cases, the Provider’s liability is limited to the total amount of fees paid by the Client in the twelve months before the damage occurred.

9. Confidentiality

9.1. The contracting partners undertake to maintain the confidentiality of facts and data that are neither in the public domain nor generally accessible. This also applies to any third parties involved in the contract. In case of doubt, facts and data are to be treated as confidential. The duty to maintain confidentiality applies before the contract is executed and continues to apply after the contractual relationship has ended or after all agreed services have been provided. Any legal obligation to disclose or notify takes precedence over this duty. The Provider may share the facts and the main content of the request for a quote with potential subcontractors, but it must otherwise treat the request as confidential.

9.2. The Client grants the Provider permission to use the Client’s name publicly as a reference and to utilize general information about the contract for marketing, sales, and public relations purposes. Before publication, the Provider will reach out to the Client and obtain the Client’s consent.

10. Information security and data protection

10.1. By accepting these GTC, the Client declares its agreement to the Provider's Privacy Policy, which is available on the Provider's website in its current form.

10.2. The Provider is obliged to take technical and organisational measures to ensure data protection and information security such as apply to the Provider in accordance with legislation, administrative instructions, regulatory orders and/or contracts, insofar as they relate to the services of the Provider.

10.3. The Provider is obliged to inform the Client immediately if it knows or suspects that information, which it processes for the Client, has been subject to unauthorised access, has been passed on to unauthorised third parties, has been lost or damaged, or has been (or may have been) otherwise processed illegally or in violation of the contract. In addition, the Provider must immediately take the necessary emergency measures to secure the data and to prevent or minimize any possible adverse consequences.

10.4. Upon termination of the contract, and unless otherwise specified in the contract, the Provider shall transfer to the Client or destroy data (including any copies) that it has processed for the Client, upon the express instruction of the Client. The destruction of data must be documented by the Provider and a copy of the corresponding documents must be delivered to the Client upon request.

10.5. The contracting partners may enter into different or supplementary agreements to the contract and may conclude further contractual agreements, e.g. confidentiality agreements or agreements about the processing of order data.

11. Intellectual property rights

11.1. All intellectual property rights pertaining to Provider’s services, in particular the Impaxio software and websites, remain with the Provider.

11.2. The rights to the results of work performed by the Provider in performance of the contract pass automatically to the Client. These include in particular designs, documentation, analyses etc. produced by the Provider as part of the contractual relationship. Both contracting partners have rights of use and disposal over ideas, processes and methods underlying the results of work that are not protected by law.

12. Duration of contract

12.1. The contractual relationship begins with the registration and order placement by the Client. This relationship has no fixed end date and the subscription is automatically extended into the next billing period (monthly or annual) unless terminated by either party.

12.2. The contract partners are each entitled to terminate the contractual relationship by notifying the other party one month ahead of the end of the current billing period.

12.3. Clients wishing to terminate the contract, must terminate the contract online in the Client’s Impaxio account or by informing the Provider via E-Mail. The termination date will be determined based on when the Provider receives confirmation of termination.

12.4. The Contract can be terminated immediately by either party for good cause. In particular, the Provider may terminate the Contract immediately if the Client is in arrears with payment, if the Client violates legal regulations or intellectual copyrights, if the Client violates these GTC or other provisions governing the contractual relationship, and if the Client uses the Impaxio software or services for the purpose of criminal, unlawful or unethical actions.

13. Final provisions

13.1. All amendments and additions to this contract, its annexes and constituent parts must be made in writing with express reference to this contract and legally signed by both contracting parties in order to be valid.

13.2. If provisions of this contract, one of its annexes or components should be void or legally ineffective, the remaining provisions shall continue to apply. In such a case, void or legally ineffective provisions shall be replaced by legally effective ones whose economic effects are as close as legally possible to those of the ineffective ones.

13.3. The contractual relationship shall be governed by and construed according to the substantive laws of Switzerland. Any dispute relating to the Contract shall be brought in the ordinary courts at the statutory place of business of the Provider.