Terms of Service
Revision of Jan 19, 2023
The Terms of Service (in the following referred to as ‘TERMS’) regulate the use of dokspot’s solution for electronic Instructions for Use (‘eIFU’) (in the following referred to as ‘SERVICE’) through clients (in the following referred to as ‘CLIENT’) of dokspot GmbH, Freudenbergstrasse 101, 8044 Zurich, Switzerland (in the following referred to as ‘SUPPLIER’) (in the following both individually referred to as “Party” and together as “Parties”).
1.1 Purpose: The Service is provided for digital communication of information related to the use of a Client product or service. Supplier will provide Client with login access to the Service and provide support pertaining to the use of the Service.
1.2 Changes to Service: Supplier may elect to update or otherwise modify the Service at any time provided the provisions of article 6 of the Terms are maintained.
2 TERM AND TERMINATION FOR CONVENIENCE
2.1 The Terms take effect with the registration of Client on the Service or upon agreement between the Parties.
2.2 Either Party may terminate the use of the Service for the end of a subscription period. The termination must be received in writing at least 90 days before the end of the subscription period.
2.3 If not terminated at least 90 days in advance, the subscription is renewed automatically for another subscription period.
2.4 After termination for convenience Client has the right to request from Supplier to maintain the Service for a period of a maximum of 24 months, provided Client continues to meet the fee obligations valid at the date of termination for the requested time period.
3 TERMINATION FOR CAUSE BY BOTH PARTIES
3.1 Either Party may extraordinarily terminate the use of the Service by written notice to the other Party at any time and with immediate effect if the other Party has:
3.1.1 committed an irremediable material breach of any of the obligations described in the Terms or the Agreement;
3.1.2 committed a material breach of any of the obligations described in the Terms or the Agreement and the defect cannot be remedied within 14 days after written notice by the other Party;
3.1.3 become insolvent, filed for bankruptcy protection or has commenced or is subject to other proceedings or filings under the insolvency or bankruptcy laws of any jurisdiction.
3.2 After termination for cause, the Client’s access to the Service will cease immediately.
4 TERMINATION FOR CAUSE BY THE SUPPLIER
4.1 Supplier may extraordinarily terminate the use of the Service by written notice to Client at any time and with immediate effect if the Supplier:
4.1.1 defaults on the payment of fees for more than 20 days;
4.1.2 has made attempts or if there are indications that the Supplier does not comply with the restrictions for use of Service (as defined under article 12);
4.1.3 has made attempts to sell, rent, lease or distribute any intellectual property of the Supplier to others.
4.2 After termination for cause, the Client’s access to the Service will cease immediately
5 COMPLIANCE WITH REGULATIONS AND CONFIDENTIAL INFORMATION
5.1 Each Party shall comply with applicable laws and regulations. Neither Supplier nor Client shall communicate personal data via the Service. Each Party will take the technical and organisational security measures, including confidentiality, as required by applicable laws.
6 SUPPLIER RESPONSIBILITIES
Supplier represents and warrants that the Service meets the requirements of EU commission regulation 2021/2226, Article 7(2), subject to Client fulfilling the responsibilities set forth under article 7 of the Terms. Specifically, Supplier takes all reasonable measures to:
6.1 optimize the availability of the Service.
6.2 protect Client data on the Service.
6.3 back up Client data on the Service periodically.
6.4 maintain a process allowing the restoration of Client data on the Service.
6.5 maintain a high-quality level of Service performance.
6.6 adapt the Service to regulatory and technology changes.
7 CLIENT RESPONSIBILITIES
Client represents and warrants
7.1 to ensure the internet connection to the Service is maintained and protected.
7.2 to manage and keep up to date Client related data on the Service.
7.3 that the data uploaded to the Service relates to the purpose of the Service (as defined under 1.1).
7.4 that it has the necessary proprietary rights to publish and maintain the data on the Service.
7.5 that the data complies with the applicable laws and regulations.
7.6 if applicable, the function and availability of any designated, client-owned URL link to the Service.
7.7 that Supplier has the right to block any Client data in breach of the present clause without prior consultation of Client.
8 GUARANTEE OF SERVICE
In the event that Supplier ceases to exist as a supplier of the Service, or ceases the Service, Supplier represents and warrants
8.1 to maintain emergency funding to finance the operation of the Service for a period of a minimum of 18 months.
8.2 to maintain the Service for at least 18 months after a defunct notice from Supplier to Client.
9.1 Client agrees to pay subscription fees according to the subscription fee structure.
9.2 Supplier guarantees to Client that subscription fees will not change for 12 months following the registration of Client on the Service.
9.3 Supplier may change subscription fees at the end of the subscription period with 100 days prior notice by the Supplier to the Client.
9.4 Fees are due at the beginning of the subscription period and payable for the entire subscription period within 30 days.
9.5 If Client fails to pay subscription fees, Supplier is entitled to
9.5.1 block Client login access to the Service 20 days after the payment due date
9.5.2 block third party access to Client content on the Service 180 days after the payment due date
9.6 If payment of subscription fees is overdue more than 20 days, Supplier has no obligation towards Client to ensure the responsibilities listed under article 6. of the Terms.
9.7 All Service subscription fees are exclusive taxes.
10 CLIENT PROPRIETARY RIGHTS
Client owns and continues to own all uploaded content including its features, patents, trademarks, and other intellectual property rights therein, all copyrights as uploaded by Client and displayed on the Service. Supplier does not have or obtain any rights on the content uploaded to the Service by Client.
11 SUPPLIER PROPRIETARY RIGHTS AND LICENSE
11.1 Supplier exclusively owns all rights, title, and interest in and to all intellectual property rights with regards to the Service. Any Service provided by which Client is given access to Service shall not be deemed to have been sold, even if, for convenience, Supplier makes reference to words such as “sale” or “purchase” in the applicable subscription agreement or other documents.
11.2 Supplier grants Client a license to use Supplier proprietary rights. This license is limited to the use of the Service. Supplier owns all rights, titles, and interests to the Service, design, documentation, and other features and parts thereof, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein related to the Service.
12 CLIENT RESTRICTIONS FOR USE OF SERVICE
12.1 Unless expressly agreed between the Parties in writing, Client will not, directly or indirectly: Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation or data related to the Service; copy, modify, translate, or create derivative works based on the Services or any Software, except to the extent expressly permitted by Supplier
12.2 Client agrees not to remove any proprietary notices or labels or sell, rent, lease distribute, license or provide any unauthorized third party with access except as expressly authorized by the Supplier.
12.3 If the use of Service by Client deviates significantly from the usual and average business use, Supplier is entitled to take appropriate measures without prior notice (e.g. blocking or restricting access to Service) and to extraordinarily terminate the contract according to article 4.
13 LIMITATION OF LIABILITY
13.1 Supplier is not liable in any way for the content Client uploads to the Service. It is the sole responsibility and liability of Client to ensure regulatory and legal compliance of the uploaded content.
13.2 Supplier works with leading quality suppliers to protect Client data and optimize the availability of the Service. Supplier assumes responsibility for the selection of its suppliers and their services. Supplier shall not be held liable for non-performance of a qualified supplier.
13.3 Client specifically acknowledges that neither Supplier nor the Service does in any way relieve Client from the responsibility and liability of ensuring the intended use of Client product or service.
13.4 Client maintains full responsibility and liability to evaluate and decide which means are required to sufficiently communicate instructions for Client product or service.
13.5 Liability of both Parties for direct damages arising out of or related to the contractual relationship and the Service is limited to the annual subscription fee paid by Client, except in cases of gross negligence and willful intent. Both Parties are not under any circumstances held to compensate any consequential or indirect damages such as a loss of data and loss of turnover or profit.
14 INVOLVEMENT OF THIRD PARTIES
Supplier is entitled to involve third parties for the purpose of meeting its contractual obligations. Supplier shall not accept any liability for the services provided by third parties to the extent legally permissible.
Client agrees to indemnify, defend, and hold harmless (including costs and attorney’s fees) Supplier and its employees from and against any claims asserted by any third party arising out of or due to Client content on the Service, Client breach of these Terms and Client use of the Service in violation of third party rights, including any intellectual property rights, or any applicable laws, or Client misuse of the Service.
Transfer of registration. Supplier is entitled to transfer Client registration or any rights and obligations thereof to any company taking over its business provided Supplier responsibilities defined in article 6 of the Terms remain the same. Client may not assign its right or obligations with regards to Service without Suppliers written consent.
Impossibility of performance. Neither Party shall be liable to the other Party for any loss or damage due to delays or failure to perform resulting from events beyond the reasonable control of such Party.
Legal Relationship. The Parties are independent contractors. The relationship between the Parties shall not create a partnership, joint venture, agency, or other relationship. Neither Party has any right or authority to assume or create any obligation of any kind, express or implied, in the other Party’s name or on its behalf.
Severability. In the event that any provision in the contractual relationship is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions of the contractual relationship shall not in any way be affected or impaired thereby. In such case, the Parties shall replace the invalid or unenforceable provision by such valid and enforceable provision that best attains the same economic and legal effect.
Amendments to the contractual relationship. The terms of the contractual relationship (i.e. but not limited to the subscription agreement, these Terms of Service, and the Service Level Agreement) may be amended only in writing by a document duly executed by all Parties hereto.
Governing Law, Venue. Any dispute arising from the Terms shall be governed by the laws of Switzerland, under the exclusion of any national or international treaties or agreements legally valid at the time of entry into force or a dispute (e.g. United Nations Convention on Contracts for the International Sale of Goods (CISG) or the Hague Convention on Purchases) and the exclusive place of jurisdiction shall be the city of Zurich, Switzerland.