General terms and conditions

This is an automated translation, only the French version is authentic

1 | Purpose of the contract

The purpose of these General Terms and Conditions (hereinafter “GTC”) is to govern the relationship between the customer (hereinafter “customer”) and FIDUCIAL WINBIZ SA (hereinafter “FIDUCIAL WINBIZ”) in the context of the sale of WinBIZ software published by the latter as well as in the sale of various subscription services. The use of the software is regulated by the legal notices attached to the software (software license agreement).

2 | Adherence to the General Conditions

By confirming the order, the customer automatically agrees to these GTC and acknowledges having read them in their entirety. In case of an order without prior confirmation, the customer is responsible for informing himself/herself about the GTC and the warranty conditions. Goods and subscription services ordered by telephone, taken from our premises or from an external point of sale are considered as a sale without prior confirmation. Any Internet user can read the GTC on www.winbiz.ch. These GTC may be subject to change, the conditions applicable are those in effect at the date of placing your order.

3 | Software

The website www.winbiz.ch provides customers with various software and maintenance subscriptions that can be delivered following an ordering procedure. The cancellation of a software order must be done on the same day by telephone or by e-mail with acknowledgement of receipt. The customer is responsible for any cancellation costs. Installation, commissioning, maintenance, training and technical support services are not included in the price of the products.

4 | Maintenance services and subscriptions

Subscriptions are valid for an initial period of twelve consecutive calendar months. After this period, they will continue for consecutive annual renewal periods, unless terminated by either party in writing, with three months’ notice prior to the beginning of the next renewal period and for the end of one month. The price of our maintenance subscriptions is fixed according to a calculation basis depending on the number of main licenses and the number of additional licenses. If additional licenses are purchased at a later date, the subscription fee for all licenses may be adjusted. The entirety of the packages must be consumed during the twelve-month period, any refund or carry-over to the following year is excluded. FIDUCIAL WINBIZ reserves the right to adapt the maintenance subscriptions according to the number and type of licenses during the year of validity.

4.1 | Maintenance Budget

The above subscription includes the following services: automatic and regular software updates. This subscription also gives access to WinBIZ Technical Support at a surcharge, according to the current prices available on www.winbiz.ch. This subscription is offered for the first twelve months for any full software purchase. It is not offered for additional licenses purchased after the main license. It takes effect from the first day of software activation. After a termination, a subscription reactivation fee will be charged in order to obtain the previous updates. They will amount to 50% of the subscription fee. Failure to purchase this subscription may lead to certain incompatibilities which will not give rise to any right of recourse or impose any obligation on FIDUCIAL WINBIZ.

4.2 | Maintenance Confort

The Comfort Maintenance subscription includes WinBIZ updates, priority access to WinBIZ technical support at a preferential rate.

The support is done by phone or email and includes the following services

– technical support for standard use of the software;

– simple layout modifications: adding a logo, moving and/or deleting fields;

– incident resolution.

Comfort Maintenance takes effect on the date of the invoice. FIDUCIAL WINBIZ may choose to terminate the technical support at any time without prior notice. In such a case, FIDUCIAL WINBIZ is no longer obliged to provide technical assistance for any reason whatsoever. If payment is not made within the deadline, FIDUCIAL WINBIZ reserves the right to invoice for assistance at the current rates. The responsibility for calling on the preferential rate line lies with the customer. In the event of an error on his part, no refund or compensation may be requested. Support is provided only for licenses for which the company pays a subscription fee

4.3 | Remote assistance

Remote assistance using a system to access a customer’s computer remotely is reserved for special cases. Remote access to the customer’s computer must be accepted at each session, and no subsequent connection is possible without a request from the customer, at each session.

It includes the following services via Budget or Comfort maintenance :

– troubleshooting;

– the demonstration or reproduction of faults or their resolution;

– the solution given by telephone is not sufficiently explicit or difficult to achieve in the judgment of FIDUCIAL WINBIZ technicians;

– simple layout modification: add a logo, move and/or delete fields.

The following services are not included in any maintenance subscription:

– complex layout modifications: adding fields, adding multiple logos;

– system configurations (Windows, printer, Antivirus, etc.);

– scripting;

– data import;

– accounting tallying;

– special configurations (label printer, OPOS, installation of cash drawers, cell phones, payment terminals, etc.);

– remote assistance training.

You can request a quotation for the above customized services. Discounts applicable according to subscription formula are published on: www.winbiz.ch.

5 | Prices and terms of payment

All catalog prices are quoted in Swiss francs, exclusive of tax, packaging and postage. The VAT rate in force on the date of the invoice will be added to the proposed price. Prices quoted on the www.winbiz.ch website are valid at the time of ordering, subject to change. Goods are delivered from FIDUCIAL WINBIZ ‘s premises in Martigny. Packaging and shipping costs are extra. Only offers in writing and via the Internet are valid for the period indicated therein, otherwise for 30 days. Sales are invoiced according to the offer rates. Deliveries for which no definitive price has been fixed in advance are invoiced at the prices in force at the time of delivery or according to the work actually carried out. Unless otherwise agreed in writing, invoices are payable without discount within 10 days of invoice date. In the event of non-compliance with this time limit, the customer may be placed in default without warning. FIDUCIAL WINBIZ may, however, charge reminder fees and interest on overdue invoices. All costs incurred by FIDUCIAL WINBIZ as a result of late payment shall be borne by the customer. We reserve the right to claim additional damages for breach of contract. Any set-off or deduction is only admissible if such a claim by the customer is recognized by FIDUCIAL WINBIZ or made enforceable by a court of law.

6 | Terms of delivery and service

FIDUCIAL WINBIZ reserves the right to charge a processing fee if the customer orders a data or documentation medium (CD-ROM, user manual, etc.), or in the case of an exchange or return of goods. The customer is obliged to check and test the software at the time of delivery. He is obliged to carry out this inspection before the first use in production. He will check whether the product corresponds to his order. If the delivery does not conform to the order (material, quantity or quality), the customer must report this by telephone or e-mail within five working days of receipt. Exchanges can only be made within five working days of purchase. However, restocking charges may apply. FIDUCIAL WINBIZ reserves the right to refuse the trade-in. If the customer finds goods damaged in transit, he must notify the carrier immediately, but at the latest within five working days.

7 | Warranty and liability

The customer is not authorised to assign its rights vis-à-vis FIDUCIAL WINBIZ, nor to transfer to third parties, in whole or in part, the rights and obligations resulting from its contracts with FIDUCIAL WINBIZ without its written consent. Subject to applicable fees. These provisions also apply to warranty claims. The customer acknowledges that software cannot always be delivered fault-free due to its complexity and multiple application possibilities. Furthermore, FIDUCIAL WINBIZ makes no commitment to compatibility. FIDUCIAL WINBIZ declines all responsibility for damage that the customer could have avoided by taking adequate measures, such as data and program backup, sufficient software training, and compatibility information taken before purchasing the product. FIDUCIAL WINBIZ accepts no liability for the loss or destruction of customer data, and we therefore recommend regular back-up of customer data. Any repairs related to software/updates, incorrect configuration or lack of compatibility between the various elements will be invoiced. FIDUCIAL WINBIZ is authorized to have services owed to the customer performed by third parties. Under no circumstances does FIDUCIAL WINBIZ guarantee that the technical support service will respond to a particular request or query. Technical interventions, including the correction or modification of data, are not subject to an obligation of result. FIDUCIAL WINBIZ is not liable for damage caused by the failure of technical assistance. FIDUCIAL WINBIZ assumes no responsibility for any loss of data or modification of the customer’s system, before, during or after the intervention of the support agent. The customer is solely responsible for having made the necessary backups prior to any intervention. No claim for compensation can be made following a technical intervention by a support agent, regardless of the type of intervention.

8 | Intellectual property

FIDUCIAL WINBIZ reserves all property rights and copyrights for all illustrations, drawings, calculations and other documents. The customer must obtain the consent of FIDUCIAL WINBIZ before transferring any of these elements to third parties. The customer undertakes to notify FIDUCIAL WINBIZ of any accusation of infringement of property rights made by third parties in relation to the software supplied.

9 | Data protection

The information and data of customers are necessary for the management of orders and commercial relations. FIDUCIAL WINBIZ may inform its customers by e-mail of the availability of software updates or new services. FIDUCIAL WINBIZ respects the provisions of the Swiss law on data protection, as well as all related standards during the collection, processing and use of personal data. The customer data collected following orders will be used exclusively for internal statistical purposes. No information is passed on to other companies. Any customer information to which FIDUCIAL WINBIZ has access as a result of a technical intervention, data correction or adaptation of a mandate, is treated confidentially and made accessible only to the employees in charge of the mission. All employees who, through their activity at FIDUCIAL WINBIZ, have access to client data, are obliged to treat them confidentially and not to pass them on or communicate them to third parties. Once the service has been provided, FIDUCIAL WINBIZ shall return to the customer or destroy any data medium entrusted to it. The customer acknowledges that he/she agrees to this use of his/her data.

10 | Customer service

The customer is responsible for notifying FIDUCIAL WINBIZ of any changes to his postal address, e-mail address and telephone number in order to ensure that he receives the information transmitted. In the event of a problem related to the use of the software, the customer is invited to contact FIDUCIAL WINBIZ’s Technical Support at the number applicable to the subscription formula chosen, or by using the form available on our website at www.winbiz.ch. FIDUCIAL WINBIZ strives to satisfy all its customers and encourages feedback and requests for improvement. It remains at your disposal by e-mail, fax or post. However, no reply will be given to threatening, defamatory, provocative or coercive remarks or any other writing that may lead to civil or penal liability.

11 | Final provisions

In the case of an offer and/or sale of goods, the applicable GTC are those valid at the time of the conclusion of the contract. Should any provision of these GTC be declared unlawful or otherwise unenforceable, this provision shall be declared null and void without invalidating the entire GTC. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to its content. All disputes arising from this contract are subject to Swiss law. In the absence of an amicable agreement, the place of jurisdiction is the Court of Geneva. These GTC are valid as of January 1, 2020.

This is a machine translation. Only the French version is legally binding.

IMPORTANT – PLEASE READ CAREFULLY:

This License Agreement constitutes an agreement between you (natural person or single legal person) and FIDUCIAL WINBIZ SA relating to the software accompanying this AGREEMENT, which includes computer programs and which may contain associated media, printed materials and “online” or electronic documentation (the “WINBIZ SOFTWARE”). By installing, copying or otherwise using the WINBIZ SOFTWARE, you acknowledge that you are bound by the terms of this AGREEMENT. If you disagree with the terms of this AGREEMENT, please do not install, copy or use the WINBIZ SOFTWARE.

WINBIZ SOFTWARE LICENSE

1 | USAGE

FIDUCIAL WINBIZ SA grants you under this license the right to use this software on only one computer at a time. In order for multiple users to use the software over a network, you must purchase additional licenses. Under no circumstances may you reconstruct the logic of the program, decompile, disassemble in whole or in part, or modify the software.

2 | DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

– Limitations on reverse engineering, decompilation and disassembly. You are not authorized to reconstruct the logic of the WINBIZ SOFTWARE, to decompile or disassemble it, except to the extent that these operations would be expressly permitted by the applicable regulations notwithstanding this limitation.

– Location. You are not authorized to rent the WINBIZ SOFTWARE.

– Support services. No technical support will be provided for the WINBIZ SOFTWARE.

– Software transfer. You are only entitled to transfer all of your rights under this CONTRACT on a permanent basis if the beneficiary accepts the terms.

– Termination. Without prejudice to any other rights, FIDUCIAL WINBIZ SA may terminate this CONTRACT if you do not comply with its terms. In this case, you must destroy all copies of the WINBIZ SOFTWARE and all its components.

3 | COPYRIGHT

All property rights and copyrights relating to the WINBIZ SOFTWARE (in particular those relating to any image, mini-application, photograph, animation, music, video or sound element and any text integrated into the WINBIZ SOFTWARE), the printed documentation that accompanies it and any copy of the WINBIZ SOFTWARE, belong to FIDUCIAL WINBIZ SA or its suppliers. The WINBIZ SOFTWARE is protected by copyright laws and the provisions of international treaties. Therefore, you must treat the WINBIZ SOFTWARE like any other copyrighted material.

4 | DISCLAIMER OF WARRANTIES

To the fullest extent permitted by applicable law, FIDUCIAL WINBIZ SA and its suppliers provide the WINBIZ SOFTWARE, as well as, where applicable, any support service relating to the SOFTWARE WINBIZ (the “support services”, “technical support”), as is, with their imperfections and hereby exclude any other Legal warranty, express or implied, including (if applicable), any implied warranty of quality, fitness for a particular purpose, freedom from viruses, accuracy, completeness of responses, results obtained, absence of negligence, or defect in workmanship, relating to the WINBIZ SOFTWARE and the provision or failure to provide the support services. In addition, there is no warranty of ownership, use, possession, conformity to description or non-infringement, with respect to the WINBIZ SOFTWARE. You acknowledge that you assume all risks related to the quality, use or operation of the software.

5 | EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER TYPES OF DAMAGES

To the fullest extent permitted by the applicable regulations, FIDUCIAL WINBIZ SA or its suppliers can in no way be held liable for any special, incidental, incidental or indirect damage of any kind whatsoever (in particular loss of profits, loss of confidential information or other information, business interruptions, bodily injury, infringement of privacy, breach of any obligation, including the duty of good faith and diligence, acts of negligence, and any other loss, including pecuniary loss), arising out of or related to the use of or inability to use the WINBIZ SOFTWARE, or the provision or failure to provide support services, or the provision of this contract, even in the event of fault, quasi-delit (in particular in case of negligence), liability without fault, contractual liability or breach of warranty by

FIGUCIAL WINBIZ SA or one of its suppliers even if FIDUCIAL WINBIZ SA or any supplier has been warned of the possibility of such damages.

6 | LIMITATION OF LIABILITY AND REMEDIES

Notwithstanding any damage you may suffer for any reason whatsoever (including all damages listed above and all direct or general damages), the entire liability of FIDUCIAL WINBIZ SA and any of its suppliers under any provision of this AGREEMENT and your sole remedy with respect to all the aforementioned damages shall not exceed the amount you actually paid for the WINBIZ SOFTWARE or 5 Swiss francs (CHF 5.00) if this amount is higher. These limitations and exclusions shall remain applicable to the fullest extent permitted by applicable law even if any remedy for any breach does not have effect. Any dispute resulting from this agreement will be the exclusive jurisdiction of the courts of the registered office of fiducial winbiz sa.

If you have any questions about this contract, you may write to legal@WINBIZ.ch, www.WINBIZ.ch

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1 | Scope of application

The purpose of these Winbiz Learning Centers General Terms and Conditions (hereinafter referred to as “WLTC”) is to govern the relationship between the customer (hereinafter referred to as “participant”) and FIDUCIAL WINBIZ SA (hereinafter referred to as “FIDUCIAL WINBIZ”) within the framework of Entrepreneur courses on Winbiz software. Use of the software is governed by the legal notices attached to the software (end-user license agreement).

2 | Course material

FIDUCIAL WINBIZ provides each participant in the group courses with a computer and all the equipment needed for the course to run smoothly. This material is the property of FIDUCIAL WINBIZ and the participant undertakes not to damage it. Course material is included in the price of group courses and is given to each participant on the 1st day of the course. Course materials are not included in the price of personalized courses.

3 | Course membership

Course registrations are made via the ad hoc form on our website and have contractual value. The participant receives an invoice after registration. The invoice serves as an invitation. The participant automatically accepts these CGLC when registering, and acknowledges having read them in their entirety. The terms and conditions in force at the time of course registration apply.

4 | Prices and terms of payment

Course prices are quoted in Swiss francs, excluding VAT. The prices quoted on conclusion of the contract are valid at the time of registration. Customized training courses are invoiced after the course has taken place. Invoices are to be paid in a single instalment, without discount and in accordance with FIDUCIAL WINBIZ’s usual terms and conditions.

5 | Course cancellations

FIDUCIAL WINBIZ may communicate the cancellation of a course by post or e-mail. If a course is cancelled by FIDUCIAL WINBIZ, no fee is payable by the participant. Any amounts already paid will be refunded.

Participants may cancel their course registration by post or e-mail.

– In the event of cancellation up to 1 month before the course, no fee is payable by the participant.

– In the event of cancellation up to 1 week before the start of the course, 50% of the course fee is due.

– In the event of cancellation less than one week before the start of the course, the full amount is due.

6 | Certificates

Participants who complete a group course receive a certificate stating the duration and content of the training.

7 | Liability

FIDUCIAL WINBIZ accepts no responsibility for damage, loss, destruction of participant data or system modifications; before, during or after training.

8 | Intellectual property

FIDUCIAL WINBIZ reserves all property rights and copyrights for all illustrations, drawings, calculations and other documents. The participant is not authorized to assign his rights vis-à-vis FIDUCIAL WINBIZ, nor to transfer to third parties, in whole or in part, the rights and obligations resulting from his contracts with FIDUCIAL WINBIZ. The participant agrees to notify FIDUCIAL WINBIZ of any accusation of violation of property rights by third parties in connection with the media, services and software provided.

9 | Data protection

Participants’ contact details are required for course management purposes. FIDUCIAL WINBIZ complies with the provisions of the Swiss Data Protection Act when collecting, processing and using personal data. Tous les collaborateurs qui ont, par leur activité au sein de FIDUCIAL WINBIZ, accès aux données des participants, sont tenus de les traiter de manière confidentielle et de ne pas les communiquer à des tiers. No information is passed on to other companies.

10 | Final provisions

In the case of an offer and/or sale of services, the applicable CGLC are those valid at the time the contract is concluded. Should any provision of the present CGLC be declared contrary to law or in any other way legitimately unenforceable, this clause will be declared null and void without resulting in the nullity of the entire present CGLC. The invalid or unworkable provision would then be replaced by a provision whose content comes as close as possible to it. All disputes arising from this contract are subject to Swiss law. Failing amicable agreement, the place of jurisdiction is Geneva. These CGLC are valid from May 1, 2021.

Copyright © 1993-2021.

All rights reserved.

Preamble

The company FIDUCIAL WINBIZ SA, whose registered office is located at Boulevard Emile-Dalcroze 5, 1204 in Geneva, and whose enterprise identification number (UID) is CHE-107.016.356 (hereinafter referred to as “WINBIZ”) is the publisher of the website www.winbiz.ch (hereinafter the “Website”) and is required to process your personal data (hereinafter referred to as “Personal data”).

WINBIZ complies with all applicable legislation related to the protection of Personal data, and in particular with the new Swiss Federal Act on Data Protection (hereinafter referred to as the “nFADP”), which entered into force on 1 September 2023. The nFADP is hereinafter referred to as the “Regulations”.

We invite you to read this Privacy policy. It contains all the information you may need about how WINBIZ processes your personal data in compliance with the Regulations.

Persons visiting the Website, contacting WINBIZ, creating a customer account or using WINBIZ services accept the terms of this Privacy policy.

The Privacy policy may be updated regularly, in particular to take into account legislative and regulatory developments. It is recommended that you read this Privacy policy regularly.

1. Identity of the controller

As part of its service provision activity, WINBIZ is the Controller of the personal data it collects.

If necessary, the Data Protection Officer (DPO) of WINBIZ can be contacted at the following e-mail address:

contact@winbiz.ch.

2. Purpose of the Privacy Policy

The purpose of this Privacy policy is to inform the data subjects of the processing of Personal data carried out by WINBIZ, about the conditions under which WINBIZ implements the said processing and the rights conferred on the data subjects.

3. Persons concerned by the processing of Personal Data

This Privacy policy covers all types of Personal data and all processing operations to which it may be subjected, whether manual or automated.

WINBIZ processes personal data of persons who:

– Visit www.winbiz.ch website;

– Contact WINBIZ to inquire about its services by e-mail, via the website or by telephone;

– Are contacted by WINBIZ for the presentation of its services;

– Create a customer account on the www.winbiz.ch website in order to subscribe to WINBIZ services.

The nFADP provisions apply to Swiss residents, while the GDPR provisions apply to residents of the European Union.

4. Application of the general principles of the Regulations

All personal data processing carried out by WINBIZ is carried out in compliance with the general principles of Personal data protection established by the Regulations, in particular under Article 6 of the nFADP.

Personal data is collected for specific and defined purposes (the purposes) brought to the attention of the individuals concerned. Personal data is not used for purposes other than those initially determined when collected. Each processing of personal data is also based on a specific legal basis.

When personal data is subject to processing by WINBIZ, WINBIZ applies the principle of minimisation, in accordance with the Regulations.

5. Personal data processed, purposes of processing and duration of data retention

6. Access to Personal Data

Personal data processed by WINBIZ is accessible only by those persons who are expressly authorised to do so, for the purposes of WINBIZ’s activity. Categories of persons with access to the data are:

– WINBIZ employees who need to know the information in the context of their duties;

– WINBIZ parent company;

– WINBIZ service providers in connection with the execution of the contract and their authorised employees;

– WINBIZ partner companies and their authorised employees.

The above categories of persons are all contractually bound to process the data in compliance with the Regulations.

It is furthermore specified that WINBIZ does not transfer Personal data outside the European Economic Area. However, if WINBIZ were to transfer Personal data to a country outside the European Economic Area or to an international organisation, it would inform the data subjects and comply with:

– Articles 16 and 17 of the nFADP stipulating the conditions for the transfer of Personal data abroad.

– Articles 44, 46 and 47 of the GDPR by implementing one of the following mechanisms: (A) adoption of a contract in accordance with the standard contractual clauses for the transfer of Personal data to third countries under the GDPR (“standard contractual clauses”), (b) implementation of binding internal corporate rules (“BCR”), or c) any other protection device in accordance with the applicable regulations on the protection of Personal data;

7. Safety measures

WINBIZ implements technical and organisational security and protection measures for Personal data to prevent and avoid any alteration, loss or unauthorised access thereto.

The solutions offered by WINBIZ and the Personal data processed by WINBIZ are hosted on the servers of Swisscloud computing ag, which has its registered office in Switzerland at Räffelstrasse 32, 8045 Zürich and whose UID number is CHE-371.150.560.

The connection to the servers is secured by an SSL encryption protocol, two-factor authentication and regular backups are carried out accurately, in particular by applying the principle of data redundancy.

When WINBIZ uses processors, it ensures that they respect their obligations regarding the protection of Personal data, and in particular that they have the same security guarantees as WINBIZ.

8. Rights of persons concerned by the processing of Personal data

8.1. 8.1. Information on data subjects’ rights

In accordance with the Regulations in force, the persons concerned by the processing of their Personal data have the following rights:

• A right to access the Personal data that WINBIZ processes, and the possibility to obtain a copy thereof;

• A right to rectify Personal data that is inaccurate and/or incomplete, as well as a right to erase it, if the data subject considers, in particular, that the information is no longer necessary for the purpose of the processing or that it has been the subject of unlawful processing;

• A right to restrict the processing of Personal data, in particular if the data subject contests their accuracy or considers that the Personal data has been unlawfully processed;

• A right to the portability of Personal data allowing the data subject to receive the data related to him, in a structured, commonly used and machine-readable format, and to transmit them to another Controller;

• A right to withdraw his consent at any time, where the processing of Personal data was based on the consent of the data subject, without prejudice to the lawfulness of a processing based on consent carried out prior to this withdrawal;

• A right to object, at any time, to the processing of Personal data based on WINBIZ’s legitimate interest as well as for commercial prospecting purposes.

8.2. 8.2. Exercise of your rights

The rights referred to in Article 8.1. can be exercised at any time by writing to the following e-mail address:

contact@winbiz.ch

The exercise of the rights of individuals over their Personal data is free of charge. However, in the event of manifestly unfounded or excessive requests, in particular because of their repetitive nature, we may require payment of reasonable costs taking into account the administrative costs incurred for providing the information, making the communications or taking the requested measures, or decline these requests. In addition, in certain specific cases and for security reasons, WINBIZ may exceptionally ask the person wishing to exercise its rights to provide a piece of proof of identity in support of its request.

8.3. Response time

We commit to providing a response on the measures taken following a request to exercise rights as soon as possible and, in any case, within the legal deadlines. The statutory time limit under the nFADP is 30 (thirty) days (article 25 of the nFADP).

8.4. Complaint to the competent authority

The Federal Data Protection and Information Commissioner (FDPIC) makes standard forms of complaint letters available to data subjects.

Open the Privacy Policy FIDUCIAL WINBIZ SA – pdf