General Business and Licence Terms
Terms of oneclick AG
Version 2020-04-01
1. Scope
1.1 These General Business and Licence Terms (hereinafter “GBLT”) apply for all current and future services that oneclick AG, CH-8008 Zurich, Switzerland (hereinafter “oneclick”) provides for a Customer (“Customer” means the legal entity or individual person that has ordered the services from oneclick. Those who place orders for a legal entity herewith confirm that they are permitted to act on its behalf).
1.2 Business Terms of the Customer only apply if they have been accepted by oneclick in writing.
1.3 These GBLT apply equally to indirectly entered business relationships, for example, those through a sales organisation of the oneclick group.
1.4 By using the website https://oneclick.services/, its Terms of Use apply subsequently.
1.5 The Customer is obliged to impose the contractual obligations resulting from the contractual relationship with oneclick upon its employees as long as they also use the Service offering of oneclick (“User“).
1.6 As an overview reference is made to the following additional terms and conditions which are applied and therefore form integral part of the contract (the clauses in brackets refer to the corresponding section in these GBLT):
– Terms of Use of “oneclick.services” (1.4; 14.2; 17.1)
– Data Privacy Statement (18.2)
– General Service Level Agreement SLA (12.2)
1.7 All valid terms, agreements and other documents relating to these General Business and Licence Terms (GBLT) can be viewed in their respective current applicable version online at https://oneclick-cloud.com/en/general-business-and-licence-terms/
2. Our Service
2.1 oneclick provides the services indicated in the respective offer/order to the Customer and makes the listed goods, software and hardware as well as carrier networks available, if necessary as an agent (hereinafter “Service(s)”).
2.2 oneclick is authorised to utilise third parties to provide the Service (“Auxiliary Persons“). The Customer is only allowed to object to the Service provision by a third party if there is an important reason.
Upon request of the Customer all Auxiliary Persons involved in the Service will be disclosed. oneclick obliges its Auxiliary Persons to comply with the agreements entered into with the Customer (e. g. with regard to the SLA and the data protection requirements).
Any changes relating to the involved Auxiliary Persons will be communicated to the Customer beforehand (but only in case such change is relevant for the Customer).
2.3 oneclick is permitted to amend the facilities it employs for delivery of the Service at its own discretion as long as it is expected that this will not impact performance.
2.4 Illustrations and indications in catalogues are only approximate as long as they have not been termed expressly as binding. Even after order confirmation we reserve the right to make technical improvements or adjustments of the respective valid technical or design standard, make amendments to models, constructions or equipment, as long as the contract object does not experience any unreasonable changes for the Customer.
2.5 If oneclick procures the Services of third parties, then a contractual relationship is concluded exclusively between the Customer and the Third Party according to the respective Business Terms & Conditions of the Third Party. oneclick is only responsible for the Service it provides.
3. Order, Order Acknowledgement and Confirmation
3.1 oneclick Services can be ordered mainly via our authorised Distribution-Partners and Resellers. A list of our Distribution-Partners and Resellers as well as information about becoming a Distribution-Partner or Reseller of oneclick can be found online at https://oneclick-cloud.com/ or requested at support@oneclick-cloud.com
3.2 Project businesses and further products may also be subject to additional (written) agreements and despatch conditions, which proceed these GBLT.
4. Time of Delivery
4.1 Indications to delivery and supply times are non-binding, as long as oneclick has not agreed this expressly and bindingly. Fixed dates require an explicit written agreement.
4.2 Delivery and service deadlines are met if oneclick starts with the delivery or the supply of a Service within the agreed term.
5. Use of the virtual desktop
5.1 A personalised web access enables the access to and/or the use of the Services, whereas access is made via the website https://oneclick.services/ (“oneclick Platform”). The Customer requires a browser as well as an internet connection to access the oneclick Platform. The Customer alone is responsible for the access to the oneclick Platform (e. g. operational capability of the browser and internet connection).
5.2 Prior to the use of the oneclick Platform and/or ordering the Services, the Customer has to inform himself, using existing product descriptions, about the Services and products to ensure that they correspond with his needs. If in doubt, he has to seek expert advice before using the oneclick Platform and/or ordering any Services.
5.3 The Customer is obliged to make appropriate provisions in case that the products used by him do not work properly at all or in part, for example by backing up data or regular checks of the work results.
5.4 The Customer declares that he is aware that software is never completely without errors. It is the parties’ understanding, that the software is free of defects if it meets the intended use agreed by contract at the time of granting the licence. Limited functionality of the software that results from hardware faults, environmental conditions, user error etc is not a defect. An insignificant quality reduction will not be considered.
6. Delivery of Ordered Software
6.1 After order acceptance, the Customer will be given access to use the oneclick Platform. The Customer has the right to access the oneclick Platform with various end devices.
6.2 For the use of the oneclick platform and insofar as software products are provided to the Customer by oneclick, or the Customer is enabled to use software products within the scope of Services, the Customer generally has the non-exclusive, non-transferable, non-sublicensable right, limited to the term of the agreement, to use the oneclick platform and software products in unmodified form. Should oneclick carry out customer-specific adaptations to the oneclick platform or software products and develop additional functions, all further copyrights and industrial property rights associated with this arise and remain with oneclick.
6.3 If oneclick provides the Customer with third party software products, then the respective licence terms of the third party or vendor apply. It is the Customer’s responsibility to check the relevant licence terms and/or comply with the contractual and legal obligations of a third party.
6.4 oneclick informs the Customer about the license terms of software products ordered and makes them accessible in the ordering process. This does not release the Customer from reviewing, examining and complying with such third party license terms.
6.5 No copyright and commercial property rights are transferred with regard to the software. They remain with the original copyright holder. In particular, the Customer has no entitlement to disclosure of the source code.
6.6 As long as no separate agreement has been made, no additional rights to the software products are transferred to the Customer, besides as mentioned earlier.
6.7 The licence agreement of the manufacturer, as well as the software documentation, are at any time accessible via the trading platform of oneclick’s Distribution-Partner or Reseller and/or the provider/vendor, as long as this has been made available by the manufacturer.
7. Payment Terms
7.1 oneclick generally provides its Services on a subscription basis. The payment methods are indicated during the order and are to be confirmed by the Customer.
7.2 All mentioned payments are net payments and subject to the statutory rate of value added tax (VAT) which will be added. oneclick can pass on any increase of the statutory VAT rate to the Customer, which will increases the gross payment due.
7.3 Any increase of the statutory VAT and the subsequent increase of the gross payment does not entitle the Customer to an extraordinary termination of the contract.
7.4 The Customer is liable for all fees, duties and taxes, resulting from the contractual relationship. If demands are made of oneclick for such fees, duties and taxes, then the Customer will indemnify and hold oneclick harmless.
7.5 All invoices become due according to the terms mentioned in the offer / order. An invoice that is made available in the trading platform of oneclick’s Distribution-Partner or Reseller and/or provider/vendor is deemed to be delivered from the date of availability for the Customer.
7.6 oneclick is entitled to make the Service delivery dependent on an appropriate amount by prepayment, deposits or provision of other collateral by the Customer.
8. Late Payment
8.1 A payment is seen to be made on the day that it is available to oneclick.
8.2 Should the Customer’s late payment exceed 30 days, oneclick is authorised to stop all Services. In this case, oneclick is also entitled to request payment due for any Services already provided, regardless of any possible payment terms. oneclick cannot be made liable for any possible damages due to Service cessation.
8.3 If the Customer’s payments are delayed, oneclick is entitled to pass on statutory late payment interests and all required costs associated with collecting the payment.
9. Offsetting, Assignment, Disposal
9.1 The Customer can only offset with claims recognised or undisputed by oneclick or which are found legal.
9.2 The Customer can only claim a right of retention if applicable laws exist, and only with regards to the respective part of the contract.
9.3 The Customer can only assign claims to a third party arising from this contract with the prior written agreement of oneclick. oneclick will not refuse its agreement without a factual reason.
9.4 Each disposal of the existing rights or duties that arise due to the contractual relationship require the prior written agreement of the respective other contractual partner. However, oneclick is authorised to transfer the contractual relationship also without agreement of the Customer to another organisation which is part of oneclick’s Group of Companies.
10. Data of the Customer
10.1 The Customer maintains the rights and responsibilities to all data and content, which he produces, saves, transmits or administers using the oneclick Platform (“Data of the Customer”). oneclick will only access or process this Date of the Customer in case this is necessary to provide the Services or if directed by the Customer (e. g. for Support). Data of the Customer can also be accessed if this is requested due to an agreement, guideline or applicable laws.
10.2 The Customer is solely responsible to comply with all contractual and legal commitments regarding his Data.
10.3 oneclick applies appropriate technical and organisational security measures to guarantee the protection of the Data of the Customer.
10.4 oneclick with its Services and products enables the Customer to process the Data of the Customer. Without explicit written order of the Customer (and its acceptance by oneclick), oneclick will not provide any additional services with regard to processing the Date of the Customer, and in particular no commissioned data processing (inter alia collection, processing and usa of data) is being provided on behalf of the Customer.
11. Data Storage
11.1 The following provisions of this Clause 11. shall only apply in case oneclick holds data upon the Customers request (in its own data centres or those of third parties).
11.2 Data storage and/or execution of computing tasks are generally made in the registered region of the Customer and/or user. For the minimisation of latency, the user may possibly have the opportunity to move along his applications in closer data centres due to his own geographic location and/or movement. The flexible use of different data centres has to be activated explicitly in the user profile or the oneclick Platform.
11.3 The data is stored in one or several of our own data centres, or data centres rented and operated by us. All of the data centres used by oneclick are operated at high availability. Backups as well as disaster recovery follow internationally recognised standards as well as according to a respective agreement with the Customer.
11.4 In case data is held in a data centre not operated by oneclick, all necessary details about the Auxiliary Persons and the data centre, respectively, will be provided to the Customer. oneclick will oblige an involved data centre to comply with the agreements made with the Customer (e .g. with regard to data privacy regulations).
11.5 oneclick upon first request of the Customer will transmit data held on behalf of the Customer, in the form required, to any destination provided by Customer. The re-transmission of the data will be made within reasonable time. The Customer’s right to have his data (re-)transmitted is valid at all times and regardless of the continued existence of an agreement with oneclick or the extraordinary termination of such agreement (e. g. because of insolvency).
Furthermore, the Customer at any time may request the irrevocable deletion of his data.
11.6 oneclick waives any withholding and retention rights with regard to data and any use or liquidation of Data of the Customer is excluded, even in case of insolvency.
12. Defects and/or Defect Repair (Support)
12.1 oneclick commits itself to a professional delivery of the contractual Services and/or their execution. If oneclick provides the Service not at the scheduled time or only inadequate, that means with significant deviation of the agreed quality standards, then oneclick is obliged to remedy the defects and provide the Service correctly and without defects within an appropriate period of time by either restoring the Service in question or carry out the necessary rectification work. The only legal claim of the Customer within this obligation is Service restoration.
12.2 With regards to Support, in the case of defects and/or errors applies the respective current general or an individual service level agreement (entered into between the Customer and oneclick), which we herewith refer to.
12.3 The Customer has to send an immediate written notification about defects that have become known to him. The Customer will bear the additional cost of the defect repair caused by a delayed notification. A defect notification has to be written as detailed as possible.
12.4 On demand by oneclick, automated forms have to be used for defect notification. If these are not used, oneclick is allowed to suspend the repair of defects until the form is presented.
12.5 As chosen by oneclick, rectification will be done by (1) removal of the defect; (2) delivery of a programme that does not contain the defect; (3) demonstration of ways how to avoid the defect; (4) instruction how to deal with the defect by telephone, in writing or electronically; (5) an equivalent new programme version or equivalent previous programme version that does not contain the defect.
12.6 The right to withdraw in lieu of performance applies only in case of substantial defects. Then, where applicable, oneclick will refund prepayments proportionately.
12.7 Costs incurred by oneclick through rectification in another location due to an alternative delivery address are to be borne by the Customer.
12.8 oneclick is permitted, in case of a justified withdrawal by the Customer, to demand a reasonable monetary compensation for the use made up until rescission.
12.9 If it transpires, that a Customer’s defect notification was clearly unjustified, then oneclick is authorised to demand the expense incurred according to the respective valid price list of oneclick.
12.10 If defectiveness is due to interaction of the Customer or a breach of an important obligation on behalf of the Customer, any duty to remedy defects free of charge is excluded. In these cases, despite possible limitations, the Services carried out by oneclick are nevertheless deemed to be provided as per contract. On request by the Customer, oneclick will undertake defect removal that is subject to a charge.
12.11 As long as oneclick only acts as an agent for the sale of software of third party providers, then the Customer only has warranty rights regarding the defects against the third party provider according to their regulations regarding warranty rights and defects, but not against oneclick. The Customer cannot assert any other claims furthermore. In particular, oneclick accepts no liability for products of third party providers.
12.12 In turn, the previous regulations apply with regards to defects of title.
13. Third Party Property Rights / Open Source Software
13.1 If property rights of third parties are violated, then oneclick can, as an option, rectify as follows: (1) From the holder of the property right, oneclick acquires a sufficient right to use for the benefit of the Customer for the purpose of this contract; (2) The software that infringes property rights will be amended or exchanged against a software, that when used as per contract, does not infringe any property rights, without or only acceptable impact on functionality for the Customer; (3) oneclick provides a new programme version that, when used as per contract, does not infringe the property rights of third parties.
13.2 With regard to licenses used for the provision of the Service, the Customer shall be indemnified by oneclick from all claims of third parties.
13.3 Open source software is used in connection with the provision of Services. The respective and relevant terms of use apply, which are published by oneclick at https://oneclick-cloud.com/. The used open source software is expressly not subject to any user limitations on the part of oneclick.
14. Warranty and Liability
14.1 oneclick’s warranty is governed by legal regulations and/or the assured properties of the performed Service by oneclick.
14.2 Furthermore, limitation or exclusion of liability applies according to the respective up to date Terms of Use by oneclick.services of oneclick AG, that we herewith refer to.
14.3 Liability for called upon auxiliary persons is excluded according to Art. 101 Para. 2 Swiss Code of Obligations.
15. Commencement, Duration, Termination
15.1 The contractual relation takes effect on the date of the despatch or the separate receipt or delivery statement with regards to the order, as long as no deviating contractual start has been arranged in the attachments and enclosures.
15.2 The contract duration indicated in the offer / contract applies. If no contract duration is indicated, the period of notice is 14 days to the month’s end.
15.3 The right to extraordinary termination remains unaffected. In particular, oneclick is authorised to an extraordinary termination when the Customer, despite reminder, is more than four weeks late with due payments resulting from this contract.
15.4 Each termination initially becomes effective only in relation to the respective Service component. If after termination of one or several Service components, it becomes unacceptable for the other contractual party to deliver the remaining Service components, and within four weeks after receipt of the individual termination, then the complete contractual relationship can be terminated.
16. Written Form / Delivery
16.1 All important contractual declarations (e. g. terminations, setting of deadlines) have to be in writing to be effective. The written form is also ensured by sending an email or telefax.
16.2 All information and documents (e. g. invoices), which are made available to the Customer by oneclick in the oneclick Platform, or in the trading platform of oneclick’s Distribution-Partner or Reseller and/or provider/vendor, will be deemed delivered from the point of availability to the Customer.
17. Contract Components and Appendices
17.1 Further terms can arise from documents that due to the use of Services become applicable, such as for example the Terms of Use of oneclick.services, or the appendices or order documents that become part of the respective contractual relationship. This includes other terms of business and, in particular, licence agreements with third party providers. By referring to appendices, they become a component of the contract.
18. Contact Partner, Data Protection
18.1 The Customer agrees that all contact information is made accessible also with regard to other possible or necessary contact persons of Customers, as part of the cooperation with oneclick and their associated companies, and that this data can be processed and used. In this context, oneclick will process and use all contact information for the intended purpose in line with applicable data protection regulation and electronic communication. If required due to regulations concerning data protection and electronic communication, the Customer ensures that he has or will obtain the prior agreement of the contact person and inform them accordingly. Herewith the Customer ensures that oneclick and their associated companies can process and use the contact information in line with the intended purpose and are able to contact the contact person, for example also per email.
18.2 Furthermore, the Data Privacy Statement of oneclick AG applies, that we herewith refer to.
19. Amendments and Adjustments
19.1 oneclick may at any time implement changes and adapt these General Business and Licence Terms (GBLT) as well as any other integral parts of the contract (collectively “Terms”). oneclick can also change the service contents, prices and other contractual provisions at any time. oneclick can also make changes to the service contents or prices during the agreed initial or minimum term of the respective service component. Price changes are made in particular for reasons of the necessary passing on of price adjustments at oneclick’s upstream suppliers. The Customer will be timely notified of any such changes and the date of enactment of such changes will be duly announced. With publication of the changes and the continued use of the Services the amended Terms become effective as of the effective date. In case of substantial changes of the Terms, the Customer will be informed at least 30 days prior to the effective date. In case the Customer does not contradict such new Terms within 30 days this is considered as explicit consent to the amendments and adjustments made.
19.2 The parties may (upon request of one of the parties) agree on provisions deviating from these GBLT (as well as the further terms and conditions). For the validity of such agreement the written form is mandatory.
20. Final Provisions
20.1 Should individual terms of these General Business and Licence Terms become invalid or ineffective, then this does not impact the validity of the remaining terms. In such a case the invalid or ineffective term is to be replaced by a new regulation that corresponds with the economic purpose and applies from the start of the ineffectiveness.
20.2 In case of terms that are essential or otherwise cannot be omitted without jeopardising the contract purpose, the contractual parties commit themselves to interpret or correct the General Business and License Terms in a way that takes the intended purpose of the ineffective regulation into account or to replace it with another, effective and enforceable regulation, so that its economic and legal purpose is reached as close as possible.
20.3 This contract is subject to Swiss Law to the exclusion of the UN purchase law.
20.4 Place of jurisdiction is the registered office of oneclick AG.
20.5 For Customers with domicile or registered offices in Germany, German law will be applied and place of jurisdiction shall be the place of residence or registered office of the Customer, despite the above terms.
