General Terms and Conditions Juniper3 GmbH
Edition January 2018
These general terms and conditions (hereinafter referred to as "GTC") are an integral part of the contract concluded between the customer and/or subscriber (hereinafter referred to as “Customer”) and Juniper3 GmbH (hereinafter referred to as "Juniper3"). Deviating or supplementary agreements must be made in writing.
1 Rights and obligations Juniper3
1.1 The obligations for the services of Juniper3 result in each case from these GTC, the performance descriptions of the respective products and the license agreements concluded with the customer with reference to these GTC.
1.2 Juniper3 may at any time involve independently responsible subcontractors to perform the contract.
1.3 In the event of misuse of resources (e. g. via scripts), which endangers the stability and security of the systems or has a detrimental effect on the performance of neighbouring applications, or any other misuse of Juniper3's services, Juniper3 reserves the right to limit or discontinue its services without notice and without compensation.
1.4 Juniper3 shall be entitled to adapt its services and to make design and technical changes, insofar as it deems this to be reasonable for technical reasons or due to market developments and the interests of the customer - taking into account performance and consideration - are not unreasonably impaired as a result.
1.5 Juniper3 ensures the permanent availability of its infrastructure. In the event of unexpected system failures or maintenance work, Juniper3 may, at any time and without notice, limit the availability or shut down for an indefinite period of time.
2 Rights and obligations Customer
2.1 Without prior written permission, the customer is strictly prohibited from transferring, reselling or assigning to third parties any services provided by Juniper3 under the Agreement or Subscription.
2.2 The customer assures that all statements made by him are truthful and complete. The customer will inform the service provider immediately of any changes in the master data (address, external e-mail and bank details).
2.3 Unless otherwise agreed in writing, only the company ("Customer") listed in the Agreement is entitled to Juniper3's services.
2.4 If the customer receives access data and passwords, he will store them with the greatest care in order to prevent misuse. The customer is expressly required to change the passwords regularly. As soon as the customer becomes aware that his or her access data are being used without authorization or that they have been made available to third parties, he or she will inform Juniper3 immediately.
2.5 Each user account to which access is granted by means of access data is only intended for personal access. The account may not be transferred to third parties for use. In particular, the access data may not be passed on to third parties or transferred to third parties, including employees of the same company.
2.5 If the customer makes use of the services, offers and services of third parties provided by Juniper3, the customer is responsible for compliance with the applicable terms and conditions of use and for billing with the third party itself.
2.6 Juniper3 does not accept any responsibility for the availability, content and quality of the services provided by third parties, especially if these services directly or indirectly influence the quality of the services provided by Juniper3.
2.7 The customer strictly adheres to Swiss legislation and the relevant international conventions when using the services provided to him/her. He is liable for the way in which he uses Juniper3's services, in particular with regard to the content of the websites hosted by Juniper3 and the exchange of data.
2.8 The customer shall observe national and international copyrights as well as other industrial property rights and undertakes not to infringe them.
2.9 It is strictly forbidden to disseminate criminal data (texts, images, sound files or videos), especially those with pornographic, violent or human and animal dignity offensive content.
2.10 Juniper3 is under no obligation to check the content for legal compliance.
2.11 If Juniper3 is obliged to block the customer's access to websites or to restrict its services in any other way due to an official or judicial request, the customer shall not be entitled to claim any reduction, reimbursement or compensation for damages.
2.12 The customer is responsible for his own hardware components. Juniper3 does not warrant that its services will function properly on the customer's technically inadequately equipped end devices. In addition, it is the customer's responsibility to protect his data from unauthorized access, manipulation or loss.
3 Exclusion of liability
3.1 Juniper3 shall not be liable for damage caused by force majeure, third party negligence or random events.
3.2 Any liability of Juniper3 and its subcontractors for a specific technical or commercial success, for indirect damages such as loss of profit, claims of third parties as well as for consequential damages resulting from data loss and the liability for slight negligence are expressly excluded.
3.4 Juniper3 shall be liable for damage caused intentionally or negligently, up to a maximum of the order value.
3.4 Liability and claims for damages arising from the non-availability of the system are regulated in the separate Service Level Agreements (SLA).
4.1 The delivery period according to the order confirmation shall apply. This is only binding if it has been confirmed in writing by Juniper3 as binding.
4.2 The delivery periods depend on the provision of the necessary content and information by the customer and are communicated in writing. Juniper3 does not accept any liability in case of delays on the part of the customer.
4.3 The customer waives all claims for damages due to a delay caused by force majeure, fault of third parties or random events.
5.1 Unless otherwise agreed, all agreed prices are in EUR and are to be understood, subject to explicit deviations, plus value added tax and any transport and/or shipping costs incurred.
5.2 Accessories such as additional data carriers, forms, any necessary electrical installations or structural modifications are also not included.
5.3 Adjustments or setup cost are not included in the package price. If necessary, these services will be invoiced separately.
5.4 If there are incompatibility problems with existing software due to new hardware, these services are not included in the price.
5.5 Juniper3's services will be charged according to the respective valid and written tariffs.
5.6 Juniper3 may make price changes during the term of the agreement if significant cost factors have changed. Tariff changes will be communicated to the customer with a lead time of 3 months in written form.
5.7 If a contract has been concluded, the approaches under this contract apply. Any objections to the invoice must be raised in writing by the customer within the payment period. If no objections are raised within this period, the invoice shall be deemed to have been accepted by the customer.
5.9 Juniper3 creates all invoices electronically (PDF file by e-mail). Upon request, the customer can receive a printed invoice for an additional charge.
6 Terms of payment
6.1 Unless otherwise agreed in advance, subscription and transaction fees are to be paid before the service is rendered.
6.2 Services to be rendered and services agreed with the customer in advance will be charged in three instalments from a total amount of EUR 5,000 upwards:
- 1/3 with commencement of services
- 1/3 upon delivery
- 1/3 after a test phase specified in the offer, but no later than 4 weeks after the submission date
6.3 For transfers from abroad, all bank charges are to be borne by the customer.
6.4 Subsequent changes to the scope of services are subject to a fee for the customer. The changes will be recorded by Juniper3 in a new offer. They are thus also creating a new contract.
6.5 The respective payment periods are specified on the offer or order confirmation.
6.6 In the event of default in payment by the customer, Juniper3 may suspend its services or terminate the contractual relationship without notice. Juniper3 expressly reserves the right to assert further claims for late payment.
6.7 If a customer defaults on payment, he shall owe interest on arrears of 10 % p. a. from the due date.
7 Right of use
7.1 The customer receives a non-exclusive and non-transferable right of use and undertakes not to hand over or otherwise make the services, including documentation, available to third parties, neither wholly nor in part.
7.2 With the exception of this right of use, all rights to services, software and programs remain with Juniper3 or the authors of these programs, even if the version is customized to the customer needs.
7.3 Supplementary or deviating, specific regulations regarding the use of software are reserved and shall also be considered an integral part of the contract. You shall prevail over these GTC.
7.4 No copies of the programs and the related documents may be made without express written authorization.
8 Data protection and confidentiality
8.1 The contracting parties shall maintain confidentiality for all information and documents relating to the concluded contractual relationship.
8.2 The obligation to maintain secrecy remains in force even after termination of the contract.
8.3 The data collected by Juniper3 will be used to fulfil the contract.
8.4 In addition, Juniper3 is also entitled to use the data for information purposes in paper form or by e-mail.
8.5 The Customer further agrees that Juniper3 may disclose the Customer's data to third parties to the extent necessary for the provision of the Services or for the performance of a statutory obligation to provide information.
8.6 Juniper3 undertakes to keep records, data and information from and about the Customer in a safe place. Details are available in the data protection declaration in electronic form at http://www.juniper3.com for inspection.
9.1 Any copyright, trademark, trade secret, patent, publication or other rights in the Services and any or all changes to the Services, including but not limited to the documentation and advertising materials associated therewith, are the property of Juniper3 or its licensors, whether such intellectual property notices appear on the documents or whether such notices of intellectual property have been filed with governmental authorities.
9.2 Nothing in this Agreement shall be construed, directly or indirectly, as conferring or granting to you any ownership rights, title or interest in the Services or any intellectual property rights in connection therewith.
9.3 It is strictly prohibited to disclose to third parties any proprietary or confidential information of Juniper3 that is accessible through the Products and Services or that is posted on non-public parts of the Site.
9.4 Neither may such information be used to compete with Juniper3 or to develop back the product and service offerings.
9.5 No competitor or future competitor is entitled to access to private parts of the Website or the Services, and any such access by third parties is unauthorized.
9.6 No information on the Juniper3 Web Site or services may be copied, collected, published, compiled, reproduced, republished, used, or resold for any competitive purposes.
9.7 All information and other media features published by Juniper3 GmbH on its web pages are published to the best of Juniper3 GmbH's knowledge and are published after agreement with the owners of the original copyright (i. e. Juniper3 or third parties).
10 Contract duration, contract amendment and termination
10.1 The minimum contractual periods stipulated in the contract shall apply unless expressly stated otherwise in the offer. At the end of this period, the contract shall be tacitly extended by the same minimum contractual period unless it is terminated within the agreed period.
10.2 The period agreed in the offer shall be decisive for the ordinary termination. If no notice period is specified in the offer, unlimited contracts are subject to a notice period of one month to the end of the quarter, and annual contracts are subject to a notice period of three months to the end of the contract year.
10.3 Notice of termination must be given in writing to become effective.
10.4 In deviation from the ordinary term of the contract, Juniper3 reserves the right to terminate the contract with immediate effect at any time and without prior notice to the customer and without Juniper3's obligation to pay compensation or other costs arising therefrom, if there is a reasonable suspicion that the services will be used in an illegal manner or for purposes other than those intended or made accessible to third parties without permission.
10.5 The selected scope of services can be converted into a package with higher performance at any time. A conversion into a package with lower performance is possible within a three-month period until the end of the contract period.
10.6 The deadlines apply equally to the customer and the service provider.
11 Place of Fulfilment, Jurisdiction, Applicable Law
11.1 Swiss law shall apply exclusively. The exclusive place of jurisdiction for both contracting parties is CH-Schaffhausen.
11.2 If provisions of these General Terms and Conditions or any supplementary terms and conditions of business should be void or legally ineffective, the remaining provisions shall continue to apply. In this case, void or legally ineffective provisions shall be replaced by legally effective provisions whose economic effects are as close as possible to those of the ineffective provisions.
Schaffhausen, January 2018