Terms and conditions
Scope of application of the terms of use
1. Scope of application and conclusion of contract
1.1. These General Terms and Conditions of Business and Use (“Terms of Use”) govern the conditions under which SELISE Group AG (“SELISE”) provides its SELISE app or SELISE SaaS solutions (“software”) to its customers (“customer”) for use and provides supplementary services for SELISE app or SELISE SaaS solutions.
1.2. The terms of use apply to the entire range of services of the SELISE app or SELISE SaaS solutions. By placing an order online, activating a confirmation field in the customer portal or when registering, signing or confirming a customer-specific offer or an individual subscription, confirming or adjusting a subscription in the customer portal, using the software solutions or using other services, the customer accepts these terms of use.
1.3. The Terms of Use form an integral part of the subscription, service contract or other agreements between SELISE and the customer (together the “contractual partners”) in connection with the software. The provisions of the Terms of Use shall apply unless the contracting parties have agreed otherwise in writing in a mutually signed document.
1.4. For the use of signature services (e.g. for the use of qualified electronic signatures or for the identification of end users), additional terms and conditions of the trust service provider also apply, which are hereby also accepted.
1.5. The customer’s representative shall only conclude a contract in accordance with section 1.2 if he or she is authorized to represent the customer. By concluding a contract in accordance with section 1.2, he or she confirms that he or she is authorized to represent the customer.
Provision and use of software
2. Provision of the software solutions
2.1. SELISE has developed various software as standard applications, which it provides for use via the SELISE app or SELISE site as “Software-as-a-Service” in the subscription model. SELISE reserves the right to change its range of services at any time.
2.2. The performance features and scope of functions as well as the purpose and intended use of the individual modules are set out in the specific service descriptions, which can either be accessed directly via the SELISE websites or are communicated to the customer as part of an offer (“service description”). The customer’s subscription refers to the software or modules thereof currently subscribed to by the customer (“Subscribed Software”).
2.3. The customer selects the software from the range of services. The customer has the option of subscribing to different modules from the range of services and using them during the term.
2.4. The software is provided on the server infrastructure (“cloud infrastructure”) of the provider chosen by SELISE.
2.5. SELISE will keep the subscribed software functional during the subscription period with regard to its technical and organizational framework conditions essentially as described in the service description. However, the customer is not entitled to a certain configuration of the software or to the retention of certain performance features or functions existing at a certain point in time. To maintain the functionality, SELISE can (as it deems appropriate) take preventive or reactive measures, which SELISE has planned and announced to the customer in advance, or provide the customer with a new version of the software on the cloud infrastructure.
2.6. SELISE has the right to adapt the software solutions and the functionalities offered under them at any time in order to maintain the quality standard, but also with regard to technical or economic developments. Accordingly, SELISE is also free to unilaterally adapt the functional description of the software solutions, the service description or the provisions of these terms of use at any time after prior notification to the customer. SELISE will install new versions, emergency patches and hotfixes within the maintenance window after informing the customer in advance. The maintenance window is Saturday to Monday between 08.00 and 17.00 CET (excluding public holidays in Zurich, Switzerland).
2.7. The customer or persons authorized by the customer and any third parties shall access the software via the Internet. The provision of an Internet connection is not the responsibility of SELISE. The customer decides on her own responsibility which persons within her organization and, depending on the module, also outside the organization are granted access to the software or parts thereof.
3. Support services
3.1. SELISE undertakes to provide standard support services against payment of the subscription fee. These are aimed at the diagnosis and analysis of reported faults or malfunctions and their rectification or the maintenance of the availability of the subscribed software. In addition, the standard support services include answering questions from the customer’s administrators regarding the use of the subscribed software (“standard support services”), but not answering questions from end users (e.g. simple user accounts) themselves, if these are forwarded via the contact person.
3.2. The customer is obliged to ensure 1st level support within its organization to support the use of the subscribed software. The customer’s 1st level support supports users in the use of the subscribed software and is responsible and solely authorized by the customer to make requests for support services.
3.3. SELISE will accept requests for support services from the customer via the helpdesk provided by SELISE by e-mail (support@selise.ch) or telephone.
3.4. SELISE will answer and process requests for standard support services directed to the helpdesk during its business hours (Monday to Friday, 8 a.m. to 5 p.m. CET, excluding public holidays at the registered office of SELISE).
3.5. Other support services, such as support services outside business hours, generation or verification of content or user training are not included in the standard support services. SELISE may agree to provide such support services on request and against separate remuneration as an additional service in accordance with clause 9.1 (standard support services and such additional support services: the “support services”).
3.6. If it turns out that a malfunction reported by the customer was caused by misuse, improper use of the subscribed software, non-compliance with operating instructions, non-compliance with technical requirements or by the hardware or software of third parties used by the customer, SELISE is entitled to charge the customer for the expenses incurred in the analysis and other processing in accordance with the current hourly or daily rates of SELISE.
4. Right of use of the customer
4.1. SELISE grants the customer the right to access the subscribed software and to use it for the customer’s own needs in accordance with the applicable service description and within the framework set by these terms of use (“right of use”). Depending on the software subscribed to, this also includes the use by the customer’s employees or the temporary use by third parties (e.g. for the electronic signing of documents).
4.2. The right of use is valid for the duration of the subscription and (with the exception of free modules) is subject to payment of the subscription fee, is non-exclusive and non-transferable.
5. Conditions of use
5.1. Subject to a written agreement with SELISE to the contrary, these terms of use conclusively regulate the content of the customer’s right to use the software. Any further use of the subscribed software by the customer is not permitted.
5.2. In particular, the customer is not entitled to copy, redistribute or make accessible to third parties via framing or other methods any part of the software solutions. Furthermore, the customer is not entitled to make the subscribed software available or accessible to third parties, in whole or in part, for a fee or free of charge. However, the customer’s right of use also includes the right to allow its own business partners, customers and applicants to use those parts of the subscribed software that are obviously created for use by third parties (e.g. use of the signature platform by third parties to sign documents).
5.3. In principle, the customer itself decides which persons within its organization and which third parties are permitted access to and use of the subscribed software (“users”). SELISE reserves the right to check compliance with the right of use at any time.
6. Intellectual property rights
6.1. SELISE holds the existing copyrights and other intellectual property rights to the software. SELISE reserves all rights insofar as it has not expressly granted the customer rights of use in accordance with this contract.
6.2. The customer is not entitled to grant third parties rights in relation to software (to sublicense, assign or transfer the right of use) or to grant third parties access to software, unless this is part of the subscribed software. Use in the interests of a third party (e.g. managed service for third parties) is not deemed to be use for the customer’s own business purposes and is prohibited.
6.3. The customer is not entitled to copy software or parts thereof (unless technically necessary for use), to redistribute it or to make it accessible to third parties via framing or other methods. The reengineering of software is prohibited. The customer is also prohibited from systematically tracking the functioning of software, systematically collecting the information obtained from observing the functioning of software or storing it in its entirety.
6.4. If SELISE creates customer-specific extensions as part of a customer project, the copyrights and other intellectual property rights remain with SELISE, unless expressly agreed otherwise in the contract.
7. Access to subscribed software
7.1. The customer or the administrators authorized by the customer access the software via the admin login (user with admin rights) in order to administer it for the customer. SELISE provides the customer with one or more administrator accounts. The customer decides on her own responsibility which persons within her organization can access and use the subscribed software on behalf of the customer. Depending on the software and services offered, administrator accounts are authorized to grant employees or third parties access to the software so that they can use the subscribed software in accordance with the existing user roles.
7.2. The customer is obliged to control access to the subscribed software by authorized administrators and is responsible for their use. Accordingly, the customer is responsible for ensuring that authorized administrators and users use the subscribed software only in accordance with these Terms of Use, other agreements that refer to these Terms of Use, and applicable legal and regulatory requirements, and do not infringe the rights of third parties (e.g. copyrights, other intellectual property rights or personal rights) when using the software. SELISE is free to specify the above control obligations and responsibilities of the customer in end user conditions or an Acceptable Use Policy and to provide them on its websites or when accessing the subscribed software.
7.3. The customer also undertakes to ensure that he or the authorized administrators and users do not disclose access data for access to the subscribed software (e.g. user identification, password) to unauthorized persons and that they are stored carefully and adequately protected against access by third parties. SELISE rejects any liability for damages incurred by the customer due to misuse or loss of the access data provided to her or her administrators and users or chosen by the users.
Further services of SELISE
8. Commissioning of the subscribed software
8.1. SELISE may agree to provide services for the customer in relation to the commissioning of the subscribed software (collectively “commissioning services”) in accordance with the customer-specific offer.
8.2. The customer-specific offer describes the type, scope and commercial conditions of the commissioning services to be provided.
8.3. SELISE shall provide a general user manual as part of the commissioning.
8.4. SELISE trains persons within the customer’s organization in the use of the subscribed software (“user training”) only after separate agreement.
9. Additional services
9.1. At the written request of the customer, SELISE can agree to provide additional services (e.g. further support with configuration, data migration, business consulting, analysis, setting up interfaces or checking content during operation).
9.2. The contracting parties shall regulate the scope and commercial conditions in separate agreements (e.g. signed customer-specific offer), which shall integrate the provisions of these Terms of Use even without specific reference to them.
10. Additional project services
10.1. At the request of the customer, SELISE may agree to develop and provide customer-specific adaptations (e.g. white label solutions or further developments of software or to provide similar project services (“project services”).
10.2. Project services are not services to be provided under this contract. SELISE shall provide any project services in accordance with the terms and commercial conditions of a separate project contract to be agreed between the contracting parties.
10.3. In principle, the General Terms and Conditions (GTC) of SELISE apply to such project services.
Obligations of the customer
11. In general
11.1. The customer has the obligation according to clause 7.2 to ensure the confidentiality of the access data.
11.2. The customer is obliged to provide 1st level support in accordance with section 3.4.
11.3. The customer is obliged to comply with the conditions of use pursuant to clause 5.
11.4. The customer has the obligation to test and accept.
11.5. The customer shall be obliged to pay the fees owed in accordance with clause 16.1.
11.6. The customer shall monitor the contractual and legally compliant use in accordance with sections 7.2 and 7.3.
12. Obligations of the customer to cooperate
12.1. The customer supports SELISE in the preparation and provision of its services as far as reasonable, necessary and appropriate and provides it with all reasonably required services, information, material resources and rights at its own expense and risk.
12.2. It is the customer’s responsibility to take the necessary precautions to secure its own systems. This includes in particular the security settings of the browsers used, the installation of a firewall, up-to-date protection software against computer viruses and regular data backups as well as physical access protection.
13. Data protection
13.1. Unless explicitly mentioned in the service description, SELISE does not ensure data protection of the content data. Liability for data loss is explicitly excluded.
General conditions
14. Modalities of service provision by SELISE
14.1. SELISE performs the services with the due care that can be expected from a reasonably competent and professional IT and consulting service provider under comparable circumstances and under comparable contractual conditions.
14.2. The operator may engage the operator of the cloud infrastructure on which SELISE provides the software as a subcontractor. SELISE may commission further subcontractors with the provision of services or parts thereof. In any case, SELISE remains responsible for the correct fulfillment of services that SELISE has carried out by subcontractors.
14.3. With regard to the personnel employed by SELISE or third parties engaged, SELISE undertakes (and undertakes to impose these obligations on third parties engaged) to ensure that the respective persons (i) comply with the confidentiality obligations set out in clause 18 or any separate agreements; (ii) follow the customer’s reasonable instructions; (iii) are properly trained and (iv) have the necessary experience to perform the services.
14.4. As part of the signature solution, SELISE uses certified partner companies. These provide their services independently of SELISE. Liability and warranty are governed by the contracts with the partner companies.
15. Deadlines and delay
15.1. Deadlines are only binding if they have been agreed in writing and are deemed to have been met with the provision of the service or software. The relevant notification of readiness is decisive. If SELISE fails to meet a deadline expressly designated as a reason for default for reasons for which SELISE is responsible or if SELISE defaults on a reminder, the customer shall set SELISE two reasonable grace periods of at least 30 days each.
15.2. If SELISE does not fulfill its performance obligation within the second grace period, the customer may withdraw from the corresponding service call-off if she declares her withdrawal within 10 days of the expiry of the second grace period and if SELISE is in default with regard to the entire scope of services or with regard to essential partial services without which the service already provided is useless for the customer. With regard to services (or parts thereof) which SELISE has essentially provided in accordance with the contract and the use of which is objectively reasonable for the customer, the customer cannot declare withdrawal. In this case or in the event of withdrawal not declared within the period of 10 days, SELISE remains entitled and obliged to perform.
15.3. SELISE shall not be liable for damages and delays resulting from non-compliance with deadlines if and to the extent that the customer has caused the delay through lack of or late cooperation or the delay cannot be attributed to SELISE for other reasons.
15.4. If the customer is responsible for delays, delivery dates shall be postponed at least to the extent of the delay. This applies in particular to delays that occur because the customer does not provide information that SELISE requires for the provision of services or the provision of the software, or does not provide it on time, or because the customer subsequently expands the scope of services or changes instructions given.
15.5. SELISE is entitled to suspend the provision of services or the provision of software if the customer does not fulfill her obligations under the respective contract, including any payment obligations, or does not fulfill them on time, but in any case only after proper notification of the customer and the setting of a reasonable deadline for subsequent fulfillment by the customer.
16. Remuneration and payment
16.1. The customer undertakes to pay SELISE the agreed remuneration according to the price list, a subscription fee, notified price lists and all other remuneration agreed in separate agreements or in customer-specific offers accepted by the customer.
16.2. The remuneration is due in accordance with the agreed payment conditions, payment method or the agreed payment plan. In the absence of such a payment plan, one-off payments shall be made in accordance with the invoice issued, recurring payments shall be made monthly or quarterly in advance.
16.3. Unless otherwise stated, SELISE shall assert due claims by means of an invoice. Unless otherwise stated, invoices are payable net within 30 days of the invoice date. The customer shall be in default without further reminder after expiry of the payment period. Default interest of 5% p.a. shall be deemed agreed. If the customer is in arrears with a payment or if SELISE has justified reason to assume that the customer will not fulfill her obligations falling due within the next two months, SELISE can make the provision of further services or the further provision of software solutions dependent on the full payment of outstanding invoices and, at its discretion, also on advance payments or other securities after notifying the customer and setting a reasonable deadline for payment.
16.4. Services to the customer, the prices of which have not been specifically agreed, shall be invoiced according to actual expenditure at the applicable standard rates of SELISE. SELISE shall inform the customer of the applicable rates on its own initiative or at the customer’s request. The price conditions of SELISE are calculated on the basis that the place of performance is the registered office of SELISE.
16.5. The customer is not entitled to offset the obligation to pay remuneration against counterclaims.
16.6. SELISE reserves the right to increase the subscription fee or price list once per calendar year to reflect changes in market conditions, increases in fees from the cloud infrastructure provider, expanded functionality, better performance or other improvements to the subscribed software. SELISE shall announce such adjustments in an appropriate manner and at least three (3) months in advance.
16.7. SELISE may use third-party providers for a subscription via online payment. In this case, the terms of use of the payment provider for payment processing shall apply.
Data protection and confidentiality
17. Data protection
17.1. With regard to the processing of personal data in connection with the provision and use of the subscribed software, both contracting parties undertake to comply with the data protection obligations applicable to them as data controllers in their respective areas of influence and responsibility.
17.2. Electronic signature providers process personal data as independent controllers for the purpose of fulfilling the service and in accordance with their legal requirements.
17.3. SELISE processes personal data on behalf of and for the purposes of the customer when providing the subscribed software and when providing commissioning and support services (“order processing”). In principle, SELISE or a subcontractor does not access the customer’s content data during operation. However, access may occur in exceptional cases within the scope of support.
17.4. If an order is being processed, SELISE undertakes to:
process personal data only in accordance with the agreed scope of services or in accordance with the customer’s instructions;
to oblige all persons involved in the processing of personal data to maintain confidentiality;
to support the customer to a reasonable extent in complying with its data protection obligations;
to report a breach of data security to the Client as soon as possible;
provide reasonable assistance to the Client in responding to requests to exercise the rights of data subjects;
delete and/or return the data upon termination;
to implement appropriate technical and organizational measures to ensure compliance with data security; and
to enable the customer to adequately verify compliance with data protection requirements.
17.5. SELISE may use subcontractors, provided that they ensure compliance with the data protection requirements. SELISE shall inform the customer of the subcontractors used at any time upon request. SELISE shall inform the customer in advance of the appointment of a new subcontractor. If the customer does not object to the appointment within 30 days, the subcontractor is deemed to have been approved. In the event of an objection, the contracting parties shall attempt to find an amicable solution.
17.6. If additional measures are taken to ensure an adequate level of data protection in accordance with applicable data protection law, personal data can also be accessed from outside Switzerland or the EU, even if there is no adequacy decision for the country in question.
17.7. SELISE itself is responsible for the technical administration and processing of user account data (e.g. e-mail, telephone number, company name, signature) as well as the processing in the context of visiting a SELISE website/online portal.
18. Confidentiality obligation of the contractual partners
18.1. All information, documents, records and data which the contractual partners make available to each other in the course of providing the services or of which they become aware in connection with the provision or use of services and which are either marked as “confidential” or “secret” or whose confidentiality must be assumed in good faith due to the nature of the information or the circumstances of the provision, must be treated confidentially by the respective recipient and adequately protected from access by third parties, whereby at least the same care is taken to protect such information as is taken to protect their own information of the same or similar nature. Unless otherwise agreed, confidential information may only be used in connection with the provision or utilization of the contractual services.
18.2. The obligation to maintain confidentiality shall apply for an indefinite period of time and shall continue to apply even after termination of the subscription or the service provided, as long as there is a presumed interest in maintaining confidentiality with regard to the specific information. Statutory duties of clarification, information and, above all, disclosure remain reserved.
18.3. The contracting parties shall impose the duty of confidentiality on all employees and subcontractors and their employees who reasonably require access to confidential information in order to use or provide services under the subscription or otherwise in connection with the performance of the contractual relationship between the contracting parties. Such a contractual obligation may be waived if statutory confidentiality obligations, such as professional secrecy, offer comparable protection.
Warranty, limitation of liability and force majeure
19. Warranty
19.1. SELISE warrants that the software will essentially function as described in the service description during the subscription period. In the event of a breach of this warranty, the customer’s sole remedy is to report faults via the helpdesk and request their rectification as part of the standard support services. To rectify the fault, SELISE may correct or replace the part of the subscribed software that is causing the fault or replace the current version of the subscribed software with a new version.
19.2. With regard to commissioning services, SELISE warrants that SELISE will provide the data migration (if contractually agreed) and configuration with commercially reasonable care and skill. The warranty is limited to the subscription period and to hidden defects not reasonably recognizable at the time of acceptance of the commissioning services. In the event of a breach of this warranty, SELISE’s sole obligation (as SELISE deems appropriate) is to correct or repeat the performance of the service in question.
19.3. SELISE warrants that SELISE is entitled to grant the customer the right to use the subscribed software granted under these Terms of Use and that the customer has the right to access and use the subscribed software in accordance with the contract and its intended purpose during the subscription period.
19.4. In the event of a breach of this warranty, SELISE’s sole obligation (as SELISE deems appropriate) shall be (i) to provide the customer with additional rights to grant the rights of use or (ii) to replace or modify the portion of the subscribed software that causes such breach. If none of the above remedies is suitable to enable the customer to continue using the subscribed software, SELISE may terminate the provision and maintenance of the subscribed software with immediate effect.
19.5. The above warranties are the only warranties that SELISE provides in relation to the contractual services.
19.6. The warranties of SELISE expire at the end of the subscription period for any reason, with respect to all warranty claims made during the subscription period; and they do not apply to malfunctions or violations caused by misuse or improper use of the subscribed software or the other services of SELISE.
19.7. The above warranties do not apply in relation to the provision of third-party applications.
20. Indemnification by the customer
20.1. The customer agrees to indemnify SELISE, its bodies and employees as well as affiliated companies and subcontractors against all liability, claims, legal proceedings, damages, legal fees and expenses arising directly or indirectly from a breach of the customer’s obligations under this contract. This applies in particular to the obligations in accordance with clauses 7.2 and 7.3.
21. Limitation of liability
21.1. The liability of SELISE and the liability of SELISE for its auxiliary persons in relation to damages arising in the course of the provision of the subscribed software or other services of SELISE, irrespective of the legal grounds, is limited per claim and calendar year to the amount of the total amount paid by the customer to SELISE within the twelve (12) months preceding the damage event within the scope of the software use. Excluded from this limitation of liability are personal injuries and damages caused by gross negligence or unlawful intent on the part of SELISE.
21.2. For the following types of damage, the liability of SELISE and the liability of SELISE for its auxiliary persons are excluded to the extent permitted by law:
(i) indirect damages and/or consequential damages (such as loss of profit, unrealized savings, additional expenses incurred by the customer, fines levied and/or claims by third parties);
(ii) damages attributable to the conduct or omission of the customer and/or its administrators and users or other third parties (with the exception of subcontractors of SELISE); and/or
(iii) all damages that materialize outside the reasonably controllable sphere of control of SELISE.
22. Force majeure
22.1. Neither party shall be responsible or liable for any failure, delay or damage caused by force majeure events. “Force majeure events” shall include natural disasters (fire, storm, water and earthquake), epidemics or other viral outbreaks, nuclear disasters, war, revolution, civil unrest, disruption of public power, communication or transportation infrastructure, strikes, hacker attacks or other information security incidents for which neither party is responsible.
22.2. The contracting party that has failed to perform due to a force majeure event shall immediately inform the other contracting party of the non-performance and the force majeure event that led to such failure; and shall use its best endeavors to resume performance of the obligations that it has failed to perform as soon as possible after the force majeure event has ended. If SELISE is affected by a force majeure event, SELISE will continue to provide the subscribed software or other services as far as possible.
Contract term, suspension, termination and consequences of termination
23. Duration of contract and ordinary termination
23.1. The subscription begins with the initial activation of the customer account by SELISE, is renewed by the customer or SELISE in the event of any adjustments in the customer portal and runs for an indefinite period until the subscription is terminated in accordance with the following provisions (“subscription period”).
23.2. The parties are entitled to terminate all or individual subscriptions at any time with a notice period of three (3) months to the end of a calendar month.
23.3. Agreements on the provision of further services by SELISE come into force with the countersignature of a customer-specific offer or by written confirmation (e-mail is sufficient) of a service request by the customer and apply until their fulfillment.
24. Suspension of access to the subscribed software
24.1. SELISE reserves the right to suspend access to the subscribed software as a whole or for individual users without prior notice or to restrict access to certain functions if (i) the customer or individual users authorized by the customer repeatedly violate these terms of use; (ii) circumstances within the customer’s sphere of risk exist which endanger the unimpaired operation of the subscribed software; or if (iii) the customer is in arrears with the payment of the subscription fees for subscribed software.
24.2. In the event of such a suspension, SELISE is not obliged to waive the collection of subscription fees for the period of suspension and is also generally not liable for the consequences of a suspension.
25. Extraordinary termination
25.1. Each party shall be entitled to terminate a Subscription or individual Service Agreements in writing if the other party breaches any of its obligations under these Terms of Use or any agreements entered into incorporating these Terms of Use, (i) if the breach is capable of cure, such breach has not been fully cured within thirty (30) days after receipt of a written notice of breach so requiring and describing the breach in reasonable detail, or (ii) if such breach cannot be cured upon written notice.
25.2. A Party may only terminate the Subscription, other agreements entered into incorporating these Terms of Use or parts thereof in accordance with this Section 25 if the seriousness of the breach justifies such termination.
26. Consequences of termination
26.1. Upon expiry of the subscription period (for whatever reason), the customer’s right of use shall end and the customer shall immediately cease using the subscribed software.
26.2. The contracting parties shall ensure that the provision and use of the subscribed software is terminated immediately. After termination, the customer may request the return and subsequent deletion of the data stored and processed via the subscribed software. SELISE will make the customer’s data available for download on request, as well as the PDFs stored by the customer in the subscribed software, unless the customer can already download this data independently via the subscribed software. After a 30-day period, SELISE may delete the customer’s remaining data without further notice to the customer.
26.3. Further migration support is not owed, unless this has been agreed separately.
Various provisions
27. General
27.1. If any provision of these Terms of Use, a Subscription or any other Service Agreement is held to be unlawful, unenforceable or void, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining contractual provisions shall otherwise remain in full force and effect and enforceable. The contracting parties shall then mutually agree on a new provision that largely corresponds to the economic purpose of the original provision without becoming unlawful, unenforceable or void.
27.2. The relationship of the parties shall be that of independent contractors and nothing in this Agreement shall be construed as constituting a joint venture or simple partnership or as authorizing either party to act on behalf of, bind or otherwise create or assume any obligation on behalf of the other party.
27.3. The customer is not entitled to transfer her contractual rights and obligations or the entire contractual relationship with SELISE to third parties without the prior written consent of SELISE.
27.4. SELISE reserves the right to adapt the terms of use at any time. SELISE shall inform the customer in an appropriate manner (e.g. by e-mail or by notification at the next login to the subscribed software) in advance of any changes to the terms of use. If the changes are disadvantageous for the customer (e.g. in the case of price increases), the customer can terminate her subscription or current agreements that are affected by the disadvantageous change to the terms of use at the end of the current calendar month. If the customer fails to give notice of termination, this means that the customer accepts the change.
28. Applicable law and place of jurisdiction
28.1. Swiss law shall apply exclusively, to the exclusion of the conflict of laws provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
28.2. The exclusive place of jurisdiction for all disputes arising from and in connection with these Terms of Use, the subscription or other agreements integrating the provisions of these Terms of Use is Zurich, Switzerland.
SELISE Group AG, July 2022