GENERAL TERMS AND CONDITIONS WEVALUE
1. SUBJECT
wevalue AG, Ligusterweg 12, 4310 Rheinfelden, Switzerland (hereinafter “wevalue”) is the operator of the website www.wevalue.ch (the “Website”) and of the web-based service app.wevalue.ch (the “Application”) which can be accessed there. The Application can be used to generate a company valuation based on the data uploaded by the Client (each a “Valuation”).
wevalue enables the customer (the “Customer”) to use the application as an online service (the “Service”) under the agreed terms and conditions and subject to the legal framework defined in these General Terms and Conditions. wevalue offers the Service in different versions; currently as “Trial”, “Basic”, “Standard” and “Pro”.
2. CONTRACT CONCLUSION
The customer selects the desired service version online on the website or in the application. At the same time, he/she is informed of all relevant conditions, including the content of these General Terms and Conditions.
The customer’s request for access to a specific service version constitutes an offer by the customer to conclude a contract with wevalue. Upon acceptance of the offer by wevalue, but at the latest upon the first provision of the service to the customer, the contract between wevalue and the customer comes into effect.
Any general terms and conditions of the customer shall not apply and are expressly excluded.
3. SCOPE OF SERVICES
The exact scope of the agreed service corresponds to the service description valid at the time of the contract, which was presented on the website during the selection process, and in particular, also depends on the agreed duration of the contract. The following provisions of clause 3 apply to all service versions.
wevalue is entitled to change, expand, restrict or replace the content, design and user guidance of the application at any time, whereby wevalue will not make any significant restrictions to the functionality. It is at wevalue’s discretion to continuously develop functionalities and components of the application in accordance with technical progress and scientific and methodological knowledge. It is the customer’s responsibility to have an up-to-date browser. wevalue will inform the customer of adjustments and changes in a timely manner. wevalue is, however, not obligated to make any improvements or further developments regarding the application.
wevalue is entitled to maintain and service the application at regular intervals and to carry out data backups. This may result in temporary unavailability. wevalue will, if possible, schedule maintenance windows during which unavailability is to be expected at off-peak times and announce these with reasonable notice in advance. wevalue is not liable for any inconvenience or damage resulting from unavailability of the application during announced maintenance windows.
Depending on the selected service version and contract period, the service contains a certain number of valuations. If the customer has a positive valuation balance at the end of the contract period, this will be transferred in the event of a seamless subscription renewal. If the service term is not renewed, any remaining valuation balance shall lapse irrevocably and without any further action at the end of the respective contract period. There is no entitlement to reimbursement or reduction of the corresponding usage fee for unused valuations.
Valuations that have already been created can be viewed and edited by the customer for the duration of the contract, but for no longer than 12 months after creation. If a valuation that has already been created is called up after this period has expired, the client will be charged for a new valuation or a debit will be made from any available valuation balance.
Depending on the agreed service version, one or more additional users (one “user” each) may be assigned to the client’s account. Regardless of the number of users available in the individual case, only one user can access one and the same valuation at the same time.
The customer has the right to edit, redesign and publish the valuation results, including the documentation that can be generated from the application, provided that the customer has previously made these their own and no reference to authorship by wevalue is apparent. The latter does not apply to valuations that were generated with the “trial” version of the service, in that the references to the service and associated disclaimers found in valuations in this case may not be removed, edited or redesigned. Work results may be stored and/or duplicated in print or electronically by the customer.
wevalue offers professional and technical support services at its own discretion. This is a voluntary additional service, the content and scope of which may be changed or discontinued at any time.
4. REMUNERATION
4.1 Amount of remuneration
The client owes wevalue a flat fee per contract period for the use of the agreed service, which is due at the beginning of the respective contract period.
The amount of this flat fee is determined by the price list of wevalue effective at the time of the contract or at the time of the renewal of the contract.
No remuneration is owed for the “Trial” service version.
4.2 Taxes, duties
All fees are exclusive of any applicable taxes (e.g. VAT), duties or other charges imposed directly or indirectly by reason of the service provided and/or the performance of the services.
4.3 Acquisition of additional valuations
If the customer wishes to have additional valuations generated in addition to those included in the agreed service, the customer shall owe an additional fee for these additional valuations. The amount of this fee shall be determined in accordance with the price list of wevalue effective at the time of the use of the additional valuation.
4.4 Activation of additional users
Should the customer wish to activate additional users in addition to those included in the agreed service, the customer shall owe an additional fee for these additional users. The amount of this fee shall be determined in accordance with the price list of wevalue effective at the time of the utilisation of the additional users.
4.5 Payment conditions
Payment of the remuneration shall be made by credit card or invoice in each case at the beginning of the term of the contract or the use of additional valuations or users.
Unless otherwise specified, invoices shall be paid within ten (10) days of the invoice date. In the event that the customer deposits the credit card data electronically, the service fees shall be debited automatically at the beginning of each contract period. The offsetting of any claims of the customer against the above-mentioned fees is excluded. After expiry of the aforementioned ten-day period, the customer is automatically in default (without formal reminder). wevalue reserves the right to block access to the platform until receipt of payment. However, such blocking does not release the customer from their obligations, especially not from paying the service fees owed. The interest on arrears amounts to 5% p.a.
5. RESTRICTIONS AND FURTHER OBLIGATIONS OF THE CUSTOMER
The customer has the right to use the application or the service to create valuations concerning the companies of their own customers. The customer is not entitled to use the application or the service beyond the use permitted under these GTC or to use the application or the service for third parties (such as other fiduciaries), to have it used by third parties or to make it accessible to third parties in any other way.
The customer undertakes to provide wevalue with only such data for the purpose of carrying out the valuation as has been lawfully collected and the processing of which by wevalue is legally permissible. This applies particularly with regard to the processing of personal data. If the customer discloses personal data of third parties to wevalue, the customer also undertakes (i) to inform the party concerned immediately of the actual disclosure to wevalue and (ii) to inform the party concerned of the applicable data protection provisions of wevalue at the latest at the same time as the notification pursuant to section (i) above.
In order to ensure proper processing, the customer is obliged to inform wevalue immediately of any changes to their name, company and invoice address.
The customer is obliged to keep the access data – especially the password – confidential and to prevent misuse by third parties. Furthermore, the customer shall ensure that the users working in their institution also comply with this obligation. In the event of misuse, wevalue is entitled to immediately block access to the service. Furthermore, the customer is liable for all damages incurred by wevalue as a result of misuse (co-)caused by the customer.
Only one user can be logged into the application at any given time. Multiple logins for the same user are not possible.
The customer is responsible for the results of the valuation and must not give the impression to third parties that they originate from wevalue, or that wevalue has influenced or advised with regard to the results, or that wevalue vouches in any way for the accuracy of the results (including any guarantee, promise of guarantee or assumption of liability).
Each valuation case may only be used for the creation of one valuation. Reuse of valuation cases for several independent valuations is not permitted.
Valuations created with the “trial” version of the service contain a reference to the use of the service, the logo of wevalue and a disclaimer in favour of wevalue. These elements may not be removed from such a valuation.
6. INTANGIBLE PROPERTY RIGHTS
All rights to the application belong to wevalue or third-party licensors and remain with wevalue even during the use of the service. A transfer to the customer does not take place.
wevalue grants the customer the right to use the application within the scope of the agreed service and under the conditions defined in these GTC. There shall be no further or other right of use. The customer is prohibited from editing, copying, decompiling or further developing protected elements (i.e., outside the service).
All rights to the contents of the application and the website belong to wevalue or third-party licensors. However, the rights to the content that the customer uploads to the application or the website remain with the customer.
The customer hereby warrants that the content uploaded by them to the platform is uploaded lawfully and that it does not infringe any third-party rights or otherwise violate any laws or regulatory provisions. wevalue is not obliged to monitor the content uploaded by the customer.
If the contractual use of the service is impaired by third party property rights through no fault of wevalue, wevalue is entitled to deny the customer access to the parts of the service affected thereby. wevalue will inform the customer of this without delay. The fee owed by the customer will be reduced appropriately in this case.
7. WARRANTY CLAIMS
7.1 Scope of the warranty
wevalue endeavours to provide the website and the service as free of disruptions and interruptions as possible. wevalue does not, however, make any representation or warranty as to the availability of the service and/or the website.
Valuations are prepared on the basis of scientifically founded methods. However, the client acknowledges and agrees that wevalue makes no guarantee as to the accuracy of the valuation, its usability or suitability for a particular purpose and provides no warranty in this regard. It is the customer’s responsibility to critically question the valuation results and to set the necessary parameters (cost of capital, planning assumptions, growth assumptions, etc.). wevalue cannot guarantee, among other things, that a suitable peer group will be found for each valuation case.
wevalue does not guarantee the correctness and availability of data of third parties which are used in the context of the provision of services.
The customer is fully aware that the valuation is based on the data provided by the customer. wevalue does not check this data, neither with regard to its completeness nor with regard to its correctness. A plausibility check is also not carried out. The data is used – as provided by the client (tel quel or one-to-one) – for the preparation of the valuation. wevalue does not provide any guarantee for the correctness of the client’s entries.
In the event that the application or the website contains a link to third-party websites, the customer acknowledges and agrees that wevalue accepts no responsibility for the content of the websites linked in this way and has no influence over them.
7.2 Complaint and limitation period
Defects for which wevalue is liable under warranty must be reported to wevalue immediately, but no later than within five (5) working days of discovery. This notification must be made in writing using the channel provided by wevalue for this purpose (ticket system), by e-mail or contact form. After unused expiry of this period, the services are deemed to have been approved.
In the event of a warranty claim, the customer may demand that wevalue rectify the defect. There are no further warranty claims.
Any warranty claims shall in any case become statute-barred after one year.
8. CONFIDENTIALITY AND USE OF CUSTOMER DATA
wevalue will keep the data entered by the client in the application secret and will only disclose it to third parties if this is necessary for the provision of the service and these third parties have also been obligated in writing to maintain confidentiality. Data entered by the client is only accessible to employees of wevalue for whom it must be accessible by virtue of their work. The obligation to maintain confidentiality shall continue to apply after the end of the contract.
9. DATA PROTECTION
For the processing of personal data by WEVALUE, the data protection statement data protection statement shall apply.
If WEVALUE processes personal data on behalf of the CLIENT, it shall be deemed to be a processor under data protection law. The CUSTOMER shall remain the responsible party (controller) in the sense of the data protection legislation. If WEVALUE acts as order processor under the contract, it shall be obliged: (i) to process the data of the CLIENT only in accordance with the contractual agreement and the instructions of the CLIENT; (ii) to take suitable technical and organisational measures to guarantee a data security which is appropriate to the risk; (iii) to oblige third parties and employees to maintain confidentiality; (iv) use only approved subprocessors, who shall be deemed to have been approved without objection from the CLIENT within 30 days of notification, and transfer the CLIENT’s data to subprocessors only on a contractual basis that imposes equivalent obligations on the CLIENT; (v) to export data abroad only with the approval of the CLIENT and in compliance with the legal requirements; (vi) to notify the CLIENT of a breach of data security as soon as possible; (vii) to assist the CLIENT, against compensation on a time and material basis, as necessary in complying with data protection law, in par-ticular in fulfilling the requirements of the Data Protection Act. in the fulfilment of data subject rights and data protection impact assessments; (viii) to return all data to the CLIENT after completion of the processing of the order or to delete it, insofar as there are no retention obligations to the contrary, whereby automatically generated backup copies are deleted when the corresponding backup media are deleted in their entirety, during which period these copies continue to be subject to the confidentiality and data protection rules of the contract; (ix) to provide the CLIENT upon request with all information required to prove compliance with these obligations. The CUSTOMER shall be entitled to conduct audits for this purpose. Such audits shall be conducted during WEVALUE’s normal office hours and with reasonable advance notice (at least 10 working days).
At the request of the CLIENT, the Parties shall enter into a separate Data Processing Agreement.
10. CONTRACT TERM AND TERMINATION
10.1 Service-Version “Trial”
The term of the free “trial” service version is 30 days. The contract can be terminated by both the customer and wevalue at any time without notice.
10.2 “Basic”, “Standard” and “Pro” service versions
The contract period agreed between the customer and wevalue is deemed to be a fixed contract period that cannot be terminated without notice. At the end of the contract period, the customer’s right to receive the service ends automatically.
The right to extraordinary termination for good cause is reserved in all cases. Good cause entitling wevalue to extraordinary termination is deemed to be, in particular, the breach of an obligation referred to in Clause 5 above.
In the case of the “Basic”, “Standard” and “Pro” service versions, the contract is automatically renewed for a further contract term of the same length. An automatic renewal of the contract does not take place if the customer terminates the contract at least one day before the end of the current contract period in writing or in another form that can be proven by text or by means of the function provided on the website or in the application.
The customer has the possibility to upgrade and downgrade their service version. This is done by clicking on a button in the application or by written notification (e.g. via website, letter or e-mail) to wevalue. The following applies:
Upgrades (change to a higher service version) are possible at any time. With the upgrade, a new subscription is concluded which replaces the previous one. The term begins immediately after completion of the upgrade and lasts until the date of the original service version plus the term of the new, higher-value service version. Any valuations still due to the customer from the previous service version (positive valuation balance) are transferred to the new subscription.
Downgrades (change to a lower service version) can be made at any time if the number of registered users allows a change to the lower service version. The term begins immediately after completion of the downgrade and lasts until the date of the original service version plus the term of the new, lower-value service version. Any valuations still due to the customer from the previous service version (positive valuation balance) are transferred to the new subscription.
10.3 Consequences of termination
The customer has the right to continue to use valuations created before the expiry of the contract.
The data processed by the customer via the service will continue to be stored on wevalue’s systems for 60 days. After this period, the data is irrevocably deleted.
11. EXCLUSION OF LIABILITY
The liability of wevalue is excluded. Cases of gross negligence and intent are reserved.
12. FINAL PROVISIONS
12.1 Reservation of written form
Amendments or supplements to the contractual provisions must be made in writing in order to be valid.
12.2 Partial invalidity
The invalidity or voidability of one or more provisions of the contract shall not affect the validity of the remaining provisions. In such a case, the parties shall endeavour to replace the invalid or voidable provision with another valid and enforceable provision which comes as close as possible to the legal and economic content of the invalid or voidable provision. The same applies in the event of contractual loopholes.
12.3 Non-assignment and non-transfer
The transfer of this contract as well as the assignment of claims or entitlements arising from the contract shall in any case require the written consent of wevalue.
12.4 Applicable law and place of jurisdiction
The contract between wevalue and the customer shall be governed exclusively by Swiss law, to the exclusion of its conflict of laws rules and the Vienna Sales Convention. For disputes arising from or in connection with the contract, the courts at the domicile of wevalue shall have jurisdiction. Alternatively, the courts at the customer’s place of residence or registered office shall have jurisdiction for proceedings initiated by wevalue.