General Business Terms (GBT)

Terms and Conditions of oneclick AG, CH-8008 Zurich (hereinafter “oneclick”)

Version 2026-04-01

1. Scope of Application

1.1 These General Business Terms (hereinafter “GBT”) apply to all current and future services that oneclick AG, CH-8008 Zurich, Switzerland (hereinafter “oneclick”) provides for a Customer. “Customer” means any natural or legal person or partnership acting in the exercise of their commercial, professional, official or independent business activities at the time of contract conclusion. Contracts with consumers are not concluded. Those who place orders for a legal entity herewith confirm that they are authorised 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 GBT apply equally to business relationships indirectly entered into with oneclick, for example through a sales organisation of the oneclick Group.

1.4 When using the website https://oneclick.services/, the respective licence terms and terms of use apply subsequently.

1.5 The Customer is obliged to impose the obligations arising from the contractual relationship with oneclick upon its employees, insofar as these also use the service offering of oneclick (“Users”).

1.6 The Customer undertakes to ensure that all authorised Users comply with the following provisions:

• these GBT,
• the General Licence Terms (GLT) of the oneclick™ Platform of oneclick AG and provided software products,
• the Terms of Use of the oneclick™ Platform of oneclick AG and provided software products,
• the Service Level Agreement (SLA) of oneclick AG for the oneclick™ Platform,
• the Service Level Agreements (SLA) of oneclick AG for the oneclick™ Managed Services, and
• the supplementary licence and usage terms (e.g. EULA for third-party software).
   

The Customer is liable for all actions of its authorised Users as for its own actions.

1.7 As an overview, reference is made to the following additional terms and conditions which are applied and form part of the contract (the clause numbers in brackets refer to the corresponding section in these GBT):

• General Licence Terms (GLT) of the oneclick™ Platform of oneclick AG and provided software products (1.4)
• Terms of Use of the oneclick™ Platform of oneclick AG and provided software products (1.4; 14.2; 17.1)
• Privacy Policy (18.2)
• General Service Level Agreement SLA (12.2)
   

1.8 Where multiple contract documents apply simultaneously, the following order of precedence applies:

1. Individual customer contract and individual offer / order form / service description
2. Service Level Agreement (SLA)
3. General Business Terms (GBT)
4. General Licence Terms (GLT)
5. Terms of Use
6. End User Licence Agreement (EULA)
7. Third-party and open-source licences (in each case for the affected component)

1.9 All applicable terms, agreements and other documents relating to these General Business Terms (GBT) can be viewed in their respective current applicable version online at https://oneclick-cloud.com/. Subject to Clause 19, the versions incorporated at the time of contract conclusion shall be authoritative for the respective contractual relationship.

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 cloud-based services 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 provision 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 data protection requirements).

Any changes relating to involved Auxiliary Persons (relevant to the Customer) will be communicated to the Customer in advance.

2.3 oneclick is permitted to amend the facilities it employs for the delivery of the Service at its own discretion, as long as no impairment of the Service is to be expected.

2.4 Illustrations and indications in product descriptions or catalogues are non-binding unless they have been expressly designated as binding, and therefore do not constitute a legally binding offer. We reserve the right to make technical improvements or adjustments to the applicable technical and design standard, and to amend models, constructions or equipment even after order confirmation, provided that the contract object does not undergo any unreasonable changes for the Customer.

2.5 If oneclick brokers or integrates services or software of third parties for the purpose of making them available via the oneclick Platform, contractual relationships arise exclusively between the Customer and the respective third-party provider under that provider’s own terms and conditions. oneclick does not itself become a contracting party in this respect and is only responsible for the services it provides itself.

3. Order, Order Acknowledgement and Confirmation

3.1 oneclick Services are ordered mainly via authorised distribution and sales partners. A list of existing (distribution) partners and/or information about the requirements for a partnership can be found at https://oneclick-cloud.com/ or requested at support@oneclick-cloud.com.

3.2 Project business and further products may be subject to additional (written) agreements and delivery conditions, which take precedence over these GBT.

4. Time of Delivery

4.1 Indications of delivery and supply times are non-binding unless oneclick has expressly confirmed them in writing as binding. 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 oneclick™ Platform

5.1 Access to and/or use of the Services is generally enabled via a personalised web access, whereby this access is made via the website https://oneclick.services/ (hereinafter “oneclick™ Platform”). The Customer requires a browser and an internet connection to access the oneclick™ Platform. The Customer alone is responsible for access up to the oneclick™ Platform (including the operational capability of the browser and internet connection).

5.2 Prior to use of the oneclick™ Platform and/or ordering the Services, the Customer has to inform himself, using the available 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 entering into a contract.

5.3 The Customer is obliged to make appropriate provisions for the event that the products used by him do not function properly in whole or in part, for example by backing up data and regularly checking the results.

5.4 The Customer declares that he is aware that software is never completely free of errors. It is the parties’ understanding that the software is free of defects if it meets the contractually agreed intended use at the time of granting the licence. Limited functionality of the software resulting from hardware defects, environmental conditions, user error or similar is not a defect. An insignificant impairment of the contractual use of the software does not constitute a defect.

6. Delivery of Ordered Services

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 permitted end devices.

7. Payment Terms

7.1 The payment methods for services provided by oneclick are indicated during the order and are to be confirmed by the Customer.

7.2 All stated remuneration amounts are net amounts exclusive of the statutory rate of value added tax (VAT), which will be added. oneclick may pass on any increase in the statutory VAT rate to the Customer, resulting in an increase in the gross amounts due.

7.3 Any change in the statutory VAT rate and the resulting change in gross amounts does not entitle the Customer to extraordinary termination of the contractual relationship.

7.4 The Customer shall bear all duty and tax obligations arising from the contractual relationship. If demands are made of oneclick for such duties and taxes, the Customer shall indemnify and hold oneclick harmless.

7.5 All invoices become due in accordance with the terms set out in the offer/order. An invoice made available in the trading platform of oneclick’s distribution or sales partner and/or supplier is deemed to have been delivered to the Customer from the point of availability.

7.6 oneclick is entitled to make service delivery conditional upon prepayment, deposits or the provision of other appropriate collateral by the Customer.

8. Late Payment

8.1 A payment is deemed to have been made on the day on which oneclick is able to dispose of it.

8.2 Should the Customer’s late payment exceed 30 days, oneclick is authorised to suspend all Services. In this case, oneclick is also entitled to demand immediate payment for all services already rendered, regardless of any applicable payment terms. oneclick cannot be made liable for any damages resulting from suspended services.

8.3 If the Customer’s payments are delayed, oneclick is entitled to charge statutory default interest and all costs required for collection.

9. Offsetting, Assignment, Disposal

9.1 The Customer can only offset with claims recognised by oneclick, undisputed or legally established.

9.2 A right of retention, where provided by law, can only be asserted by the Customer in respect of the respective contractual component.

9.3 The Customer can only assign claims arising from this contract to a third party with the prior written consent of oneclick. oneclick will not refuse its consent without a factual reason.

9.4 Any disposal of rights or obligations arising from the contractual relationship requires the prior written consent of the respective other contracting party. However, oneclick is authorised to transfer the contractual relationship, without the Customer’s consent, to another company within the oneclick Group.

10. Data of the Customer

10.1 The Customer retains all rights and responsibilities with respect to data and content which he creates, stores, transmits or manages via the oneclick™ Platform (hereinafter “Customer Data”). oneclick will only access or process this Customer Data where this is necessary for the provision of the Services or where directed by the Customer (e.g. for support purposes). Customer Data may also be accessed where this is required pursuant to an agreement, policy or applicable law.

10.2 The Customer is solely responsible for complying with all contractual and statutory obligations in relation to his Data.

10.3 oneclick applies appropriate technical and organisational security measures to ensure the protection of Customer Data.

10.4 oneclick enables the Customer, through its Services and products, to process, amongst other things, the Customer’s own data. To the extent that oneclick processes personal data on behalf of the Customer in connection with the agreed Services, this is carried out as a data processor within the meaning of applicable data protection law and pursuant to a separate data processing agreement. Without such an agreement, oneclick will not provide any data processing services on behalf of the Customer beyond those already covered by the agreed Services.

10.5 Data processing is carried out in accordance with Swiss data protection law (DSG) and – where applicable – the General Data Protection Regulation (GDPR) of the EU.

11. Data Storage

11.1 The following provisions of this Clause 11 shall only apply where oneclick holds data on behalf of the Customer (in its own data centers or those of third parties).

11.2 Data storage and/or the execution of computing tasks are generally carried out in the registered region of the Customer and/or User. For the minimisation of latency, the User may have the option of migrating applications to data centers closer to his own geographic location or movement. The flexible use of different data centers must be explicitly activated in the User profile or on the oneclick™ Platform. The use of other data centers or regions only takes place within the scope of the contractually agreed data locations and in compliance with applicable data protection law, in particular the provisions governing the disclosure of personal data abroad.

11.3 If data is held in a data center not operated by oneclick, all details of the Auxiliary Persons and data center involved will be disclosed to the Customer. oneclick will oblige the data centers involved to comply with the agreements made with the Customer (e.g. with regard to data protection requirements).

11.4 Subject to Clause 11.5, oneclick will transmit data held on behalf of the Customer, upon first request and in the form required by the Customer, to any destination specified by the Customer. The re-transmission of data will take place within a reasonable period of time. The Customer’s right to have his data re-transmitted exists at all times and irrespective of the continued existence of an agreement with oneclick or its (extraordinary) termination (e.g. also in the event of insolvency).

The Customer may also at any time request the irrevocable deletion of the data held on his behalf.

11.5 oneclick generally waives any withholding or retention rights with respect to Customer Data.

Cases of material breach of contract by the Customer are reserved. In such cases, oneclick is entitled to withhold the provision or release of data until the Customer has fully fulfilled his contractual obligations.

Any exploitation of Customer Data by oneclick is excluded, including in the event of insolvency.

The statutory rights of oneclick remain reserved, in particular those pursuant to Art. 82 and Art. 107 et seq. of the Swiss Code of Obligations (CO).

12. Defects and/or Defect Repair (Support)

12.1 oneclick commits to the contractual provision of the Services and/or their execution in a professional manner. If oneclick provides the Services not at the scheduled time or only inadequately, i.e. with significant deviation from the agreed quality standards, then oneclick is obliged to remedy the defects and provide the Services correctly and without defects within an appropriate period of time, by either repeating the affected service or carrying out the necessary rectification work. The only legal claim of the Customer within this obligation is the restoration of the Services.

12.2 In the case of defects and/or errors, the respective current general or individual service level agreement concluded with the Customer applies with regard to support, which is referenced herein.

12.3 The Customer must send immediate written notification of any defects that have come to his attention. The Customer bears any additional costs incurred in defect repair as a result of delayed notification. A defect notification must be described in as much detail as possible.

12.4 On demand by oneclick, specific automated forms must be used for defect notifications. If these are not used, oneclick may suspend defect repair until the form is submitted.

12.5 As chosen by oneclick, rectification will be carried out by:

(1) removal of the defect;
(2) delivery of a version that does not contain the defect;
(3) demonstration of ways to avoid the effects of the defect;
(4) instruction on how to deal with the defect by telephone, in writing or electronically; or
(5) delivery of an equivalent new or equivalent previous version that does not contain the defect.

12.6 The right to withdraw from the entire service in lieu of performance applies only in the case of substantial defects. In such a case, oneclick will refund any prepayments on a pro-rata basis. The right to a reduction in price (price discount) is expressly excluded.

12.7 Costs incurred by oneclick through rectification at a location other than the place of delivery shall be borne by the Customer.

12.8 oneclick is entitled, in the case of a justified withdrawal by the Customer, to demand reasonable monetary compensation for use made up until rescission.

12.9 If it transpires that a Customer’s defect notification was clearly unjustified, oneclick is authorised to charge the Customer for any expenses incurred in accordance with the applicable price list.

12.10 If the defectiveness is attributable to the Customer’s cooperation or to a breach of an important obligation by the Customer, any obligation to remedy defects free of charge is excluded. In these cases, the services performed by oneclick are nevertheless deemed to have been provided in accordance with the contract despite any possible limitations. oneclick will, upon request by the Customer, undertake chargeable defect repair.

12.11 To the extent that oneclick merely acts as an agent for the sale of third-party software, the Customer’s warranty rights are not against oneclick but only against the third-party provider in accordance with their regulations on warranty rights. No further claims can be asserted by the Customer. In particular, oneclick accepts no warranty liability for third-party products.

12.12 The foregoing provisions apply mutatis mutandis to defects of title.

12.13 Service quality and availability are governed by the respective current Service Level Agreement (SLA). The provisions of these GBT regarding licence and usage rights apply in addition.

13. Force Majeure

13.1 oneclick shall not be liable for the non-performance or delayed performance of its contractual obligations to the extent that this is attributable to force majeure events.

13.2 Force majeure events are events that lie outside the reasonable sphere of influence of oneclick, were not foreseeable at the time of contract conclusion, and cannot be prevented or overcome even with the application of due care.

13.3 Force majeure events include in particular, but without limitation: natural disasters, war, terrorist acts, civil unrest, governmental measures or orders, epidemics or pandemics, industrial disputes, significant disruptions to energy supply or telecommunications networks, serious disruptions or failures of third-party infrastructure over which the provider has no direct influence (e.g. data center, cloud or internet backbone providers), as well as other comparable, unforeseeable and extraordinary events.

13.4 oneclick will notify the Customer without delay of the occurrence and – where possible – the anticipated duration of the disruption, and will take all reasonable measures to limit the effects of the force majeure event.

13.5 For the duration and to the extent of the effects of the force majeure event, the affected contractual obligations are suspended. Agreed deadlines shall be extended by a reasonable period corresponding to the duration of the disruption.

13.6 If a force majeure event continues for longer than thirty (30) days, each party is entitled to terminate the affected part of the contract or the entire contract by written notice.

14. Warranty and Liability

14.1 oneclick’s warranty is governed by the applicable statutory provisions and/or the properties of the performed Service expressly warranted in writing by oneclick. Any further warranty claims by the Customer are excluded.

14.2 To the extent permitted by law, oneclick’s liability is limited exclusively to damages caused by unlawful intent or gross negligence. Any further liability of oneclick, regardless of the legal basis, is excluded. To the extent that oneclick is liable under applicable law, liability is limited to the foreseeable, typically occurring direct damage. Further liabilities, in particular for indirect damages, consequential damages, loss of profit, loss of savings, data loss and third-party claims, are excluded to the extent permitted by law. Mandatory statutory grounds for liability remain reserved.

14.3 In addition, the liability limitations and exclusions of the Terms of Use of oneclick Platform of oneclick AG incorporated into the respective service component apply, which are referenced herein.

14.4 Liability for engaged Auxiliary Persons is excluded in accordance with Art. 101 Para. 2 of the Swiss Code of Obligations (CO).

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 durations specified in the offer, order or product definition apply. If no contract duration is specified, or upon expiry of an agreed initial or minimum term, the notice period is 30 days to the end of the month.

15.3 The right to extraordinary termination remains unaffected. In particular, oneclick is authorised to terminate extraordinarily if the Customer, despite a reminder, is more than four weeks late with due payments arising from this contract.

15.4 Each termination initially becomes effective only in relation to the respective Service component. If, following the termination of one or several Service components, it becomes unreasonable for the other contracting party to continue with the remaining Service components, that party may terminate the entire contractual relationship within 4 weeks of receipt of the individual termination.

16. Written Form / Delivery

16.1 All important contractual declarations (e.g. terminations, setting of deadlines) must be made in writing to be effective. The written form is also satisfied by transmission by email.

16.2 All information and documents (e.g. invoices) made available to the Customer by oneclick directly or in the trading platform of the respective distribution or sales partner and/or supplier are deemed to have been delivered to the Customer from the point of availability.

17. Contract Components and Appendices

17.1 Further terms may arise from documents that apply due to the use of oneclick Services, such as the Terms of Use of oneclick Platform, or which become part of the respective contractual relationship as annexes or order documents. This also includes other terms of business and in particular licence agreements with third-party providers. Annexes become part of the contract by reference thereto.

18. Contact Partner, Data Protection

18.1 The Customer agrees that all contact information of further possible or necessary contact persons is made accessible as part of the cooperation with oneclick and its associated companies, and that this data may 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 and electronic communication regulations. Where required by data protection and electronic communication regulations, the Customer undertakes to have obtained or to obtain the prior consent of the contact persons and to have informed or to inform them accordingly. The Customer thereby ensures that oneclick and its associated companies can process and use the contact information for the intended purpose and are able to make contact with the contact persons, including by email.

18.2 The current Privacy Policy of oneclick AG applies in addition, which is referenced herein. Where third-party licence terms require individual consent from end users, oneclick documents this consent and may transmit it to the respective provider for verification purposes.

The Customer will be informed of this and is obliged to notify its users accordingly.

19. Amendments and Adjustments

19.1 The respective current versions of these General Business Terms (GBT) as well as the further contract components (hereinafter collectively “Contractual Provisions”), as published or accepted by the Customer at the time of ordering, shall apply. oneclick may at any time implement amendments and adjustments to the Contractual Provisions.

19.2 oneclick may generally amend service contents, prices and other contractual provisions at any time with effect for the future, provided there is a factual reason for doing so and the amendment is not unreasonable for the Customer. During an agreed initial or minimum term of the respective service component, price changes and amendments to material service contents are only permissible to the extent expressly provided for in the offer, order or respective service component, or where mandatory statutory, regulatory, technical or security-related reasons so require.

19.3 Price changes are made in particular for reasons of the necessary passing on of price adjustments by oneclick’s upstream suppliers.

19.4 The Customer will be notified of such changes in a timely manner and the date of entry into force of the changes will be announced. For non-material changes, the amended Contractual Provisions shall take effect upon entry into force, provided the Customer continues to use the relevant Services after that date.

19.5 For material changes to the Contractual Provisions (changes to price, scope of service, availability, termination regime, liability, usage rights or other core aspects), Customers will be informed at least 30 days prior to entry into force. If a Customer does not object to the new Contractual Provisions in writing within 30 days prior to entry into force, this shall be deemed as explicit consent to the amendments and adjustments. If a Customer objects to the communicated changes within the period, the previously agreed provisions shall continue to apply to the affected service component until the end of any agreed initial or minimum term, provided oneclick is able to continue providing the service on those terms. If this is not possible or not reasonable for oneclick for factual reasons, each party is entitled to terminate the affected service component with effect as of the date the change enters into force.

19.6 The parties may (upon request of one of the parties) agree on provisions deviating from these GBT (and the further contractual provisions). For the validity of any such deviating agreement, written form is mandatory.

20. Final Provisions

20.1 Should individual provisions of these General Business Terms prove to be invalid or unenforceable, the validity of the remaining provisions shall not be affected. In such a case, the invalid or ineffective provision shall be replaced by a new regulation that corresponds with the intended economic purpose and applies from the start of the invalidity.

20.2 In the case of provisions that are material or that cannot otherwise be omitted without jeopardising the purpose of the contract, the contracting parties undertake to interpret, correct or replace the General Business Terms in a manner that takes the intended purpose of the ineffective provision into account, and to replace it with another effective and enforceable regulation, so that its economic and legal purpose is achieved as closely as possible.

20.3 This contract is subject exclusively to substantive Swiss law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) as well as further conflict-of-law rules and international conventions. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship or the services of oneclick is the City of Zurich, Switzerland.

For Customers with registered offices in Germany, substantive German law shall apply and the place of jurisdiction shall be the Customer’s place of registered office, notwithstanding the foregoing provisions.

20.4 The Customer agrees that software may be provided in various modules in the English language as well.