General License Terms (GLT)

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

Version 2026-04-01

1. Scope of Application

1.1 These General Licence Terms (“GLT”) govern the licence-related use of the oneclick™ Platform („Platform“) and the software products provided through it.

1.2 These GLT form part of a contract concluded between oneclick and the Customer and apply regardless of whether they are agreed as standalone licence terms or incorporated into a customer contract.

1.3 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. these General Licence Terms (GLT)
5. Terms of Use
6. End User License Agreement (EULA)
7. Third-party and open-source licences (in each case for the affected component)
8. This order of precedence applies regardless of whether the GLT are agreed as a standalone document or as a contractual annex. 

1.4 Access to the Platform is generally provided via web-based interfaces. For the technical and organisational use of the website and web interfaces, the contractually incorporated Terms of Use of oneclick Plattform of oneclick AG in the version applicable to the respective contractual relationship also apply. These Terms of Use govern in particular:

• access to web interfaces and their source code,
• security and conduct obligations of users,
• protection of website content. 

The Terms of Use have no bearing on the licence-law granting of usage rights to the Platform or software under these GLT. In the event of conflicts between the Terms of Use and these GLT, these GLT shall take precedence on matters of licence and service contract law.

2. Usage Rights

2.1 For the use of the Platform and the proprietary software products provided by oneclick, the Customer receives a non-exclusive, non-transferable and non-sublicensable right to use them in unmodified form for the duration of the contract. To the extent that open source software is used within the scope of service provision or made accessible to the Customer, the respective open-source licence terms apply exclusively. These may grant the Customer more extensive rights (including, but not limited to, rights of reproduction, modification, distribution and source code access). Such rights are not affected by the foregoing restrictions; in case of doubt, the provisions of the respective open-source licence take precedence. All copyrights and intellectual property rights in software developed by oneclick itself remain with oneclick. Rights in open source software remain with the respective rights holders.

2.2 Use is limited to the agreed scope of the licence and to the Customer’s own internal business purposes.

2.3 Processing, reproduction or distribution is only permissible to the extent expressly agreed by contract or mandatorily permitted by law.

3. Usage Restrictions

3.1 The Customer is not entitled to:

• decompile, disassemble or reverse-engineer the Platform or software,
• circumvent security-relevant protective mechanisms,
• use the Platform to infringe the rights of third parties or applicable law,
• grant unauthorised third parties access to the Platform or software. 

3.2 The Customer shall ensure that its authorised users also comply with these provisions.

4. Intellectual Property Rights and Source Code

4.1 No copyrights or intellectual property rights are transferred through the contractual relationship with respect to the software. These remain with the original rights holder.

4.2 There is no entitlement to disclosure of the source code for proprietary software products. To the extent that open source software is used, the source code is made accessible in accordance with the requirements of the respective open-source licence. This is done via a list of the open source components currently in use in their respective versions, published by oneclick with due diligence.

5. Third-Party Software

5.1 For software products of third parties made available to the Customer by oneclick, or integrated or brokered within the Platform, the respective licence, usage and other terms and conditions of the third party or manufacturer take precedence. oneclick is not the licensor of such software products. oneclick will make the licence terms provided to it by the respective third-party provider transparently accessible to the Customer, where possible during the ordering process, or will make them available in text form upon request.

5.2 The Customer is obliged to comply with the usage rights and obligations set out therein on its own responsibility. To the extent that third-party licence terms are inseparably linked to the use of the software, oneclick will make these accessible to the Customer with due diligence.

5.3 oneclick informs the Customer about the licence terms of the ordered software and makes these accessible to the Customer in accordance with the third party’s requirements. This does not release the Customer from the obligation to read, review and comply with the respective third-party licence terms. In the event of conflicts between these GLT and mandatory licence terms of the respective third-party provider, the mandatory licence terms of the third-party provider take precedence for the affected third-party software.

6. Open Source Software

6.1 To the extent that open source software is used within the scope of service provision, the respective open-source licence terms apply exclusively.

6.2 oneclick will, with due diligence, provide and publish a list of the open source components currently in use in their respective versions, including the associated licence texts and – where required by the respective licence – information on access to the source code.

6.3 oneclick does not make any independent assurance or assume any liability in respect of open source software beyond compliance with the applicable licence terms, to the extent permitted by applicable law. The open source software used is expressly not subject to any usage restrictions on the part of oneclick.

7. Licence Status and Suspension

7.1 An active licence status is a prerequisite for contractual use as well as for support and SLA services.

7.2 In the event of material or intentional breaches of contract, in particular licence overuse or late payment, oneclick is entitled, following prior notice and the granting of a reasonable period for remedy, to suspend access in whole or in part. An immediate suspension without prior notice is permissible where required for security reasons or to prevent further contractual breaches.

8. Updates and Further Development

8.1 oneclick is entitled to continue developing the Platform and to make changes or replacements, provided that the agreed core functionality is retained.

8.2 Security-relevant updates may be applied in accordance with the provisions of the Service Level Agreement of oneclick AG for the oneclick platform applicable to the contractual relationship.

9. Licence Audit and Additional Licensing

9.1 oneclick is entitled to verify contractual use by means of technical measurements (e.g. user or session counting), to the extent necessary for determining the agreed scope of the licence.

9.2 In the event that the licence scope is exceeded, the Customer is obliged to immediately obtain the necessary additional licences.

10. Third-Party Intellectual Property Rights

10.1 To the extent that third-party intellectual property rights are infringed through the contractual use of the Platform, oneclick may, at its discretion, provide a remedy as follows:

1. oneclick acquires from the holder of the intellectual property right a licence sufficient for the purposes of this contract, for the benefit of the Customer;
2. the software infringing the intellectual property rights is modified or exchanged for software whose contractual use does not infringe any intellectual property rights, without or only with acceptable impact on functionality for the Customer;
3. oneclick delivers a new programme version whose contractual use does not infringe any third-party intellectual property rights. 

10.2 If this is not possible with reasonable effort, oneclick may terminate the affected service or software component with extraordinary notice or discontinue its provision.

11. Indemnification

11.1 The Customer indemnifies oneclick from third-party claims arising from non-contractual or unlawful use by the Customer or its authorised users.

11.2 For licence infringements caused by oneclick itself, oneclick shall be liable within the framework of the applicable statutory provisions.

12. End of Contract

12.1 Upon termination of the customer contract, all usage rights expire.

12.2 The Customer shall immediately cease using the Platform and software.

13. Data Protection

13.1 These GLT govern exclusively licence and usage-law aspects and do not contain any data protection provisions relating to commissioned data processing.

13.2 The granting of usage rights and the licence provisions under these GLT are to be assessed independently of data protection obligations. A termination, restriction or suspension of the data processing agreement (DPA) does not affect the validity of these GLT and vice versa.

14. Final Provisions

14.1 Amendments to these GLT are governed by the applicable contractual amendment provisions of the principal contract or the GBT; in other respects, individual deviations require text form.

14.2 Should individual provisions of these General Licence 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.