GENERAL TERMS OF PURCHASE
My Source Ltd ("we", “us” or "our") provides services ("Services") in the form of a platform called "Swiss Impact Store" ("SIS" or "Platform") https://www.swissimpactstore.com which enables customers ("Customer") to buy goods from sellers ("Seller") (Customers and Sellers hereafter referred to as "you") who meet sustainability and environmental-friendly criteria.
2.1 My Source Ltd (“we”, “us”, “our”) provides services (“Services”) in the form of a platform called “Swiss Impact Store” (“SIS” or “Platform”) which enables customers (“Customer”, “you”) to buy goods from sellers (“Seller”).
When purchasing goods as a Customer or selling goods as a Seller, the use of our Services requires creating an account. To sign up to an account, you must provide certain information. You are required to enter this information truthfully and update it whenever outdated. The registration process is complete after you have received a confirmation email.
After registering a user account, you are responsible for keeping your username and password confidential. This means that you keep your password secret and do not allow any third-party access. If you suspect misuse of your account, please inform us immediately by sending an email to: [email protected].
As a Customer, our Platform is provided to you by the SIS free of charge. As a Seller, you may access the Platform and all its features when contracting with us and subject to your professional membership subscription. You shall use the account for the purpose of selling the products that you own which requires subscription fees.
Registered members of the Platform and Seller’s authorized member staff undertake to only send us information that is accurate, appropriate and lawful. This applies in the event of conflict resolution or litigation with an opposing party.
In addition, you undertake to use all necessary caution to limit as far as possible any transmission of information that is considered as sensitive or risky without lawful ground, to abide to the terms of your contract with SWISS IMPACT STORE or, where required, with third parties’ prior consent.
You undertake not to create profiles on behalf of third parties, false profiles, nor to put online links to third party sites or any content that would be illicit, inappropriate or contrary to morality. You may not use our services for commercial purposes (sale, resale, rental, transfer, etc. of our services to third parties) without our prior written consent.
Obligations and restrictions to the use of the Platform
By accessing and using our Platform, you shall:
- not use the Platform for your own commercial purposes;
- comply the license terms and comply, where applicable, with the restriction to the limited user account, use an account by appropriating the identity of a third party or opening and using an account on behalf of a third party without their prior permission, nor without a direct contract with SWISS IMPACT STORE;
- communicate information or proposing services that are contrary to public order and common decency (including in particular defending crimes against humanity, incitement to racial hatred, child pornography, etc.);
- disclose content that constitutes a breach of third-party ownership rights, including in particular intellectual property rights;
- not, except with our prior written consent, sell, copy, reproduce, hire, lend, distribute, transfer or grant a sub-license over all or part of content appearing on the Platform or decompiling, extracting, disassembling, modifying, posting in a legible format for the User, or attempting to discover any source code or using any software that activates or includes all or part of the Platform.
- attempt to obtain unauthorised access to the IT system for the Platform or engaging in any activity liable to disrupt, reduce the quality of or interfere with the performance of or impair the proper operation of the Platform;
- misuse the Platform by voluntarily introducing viruses or any other form of malware and attempting to access the Platform;
- infringe any SWISS IMPACT STORE intellectual property rights;
By using our services, you agree to the use of third-party services under the terms of these platforms. In particular, the Platform operates via hosting providers exclusively located in Switzerland with industry standard best security practice. We also use auditors to help us with assessing potential professional requirements or certifications.
Where possible we will use our own developed tools or third party, whether on-premise or cloud based. We ensure that we use such services as far as possible only if they guarantee your privacy and the confidentiality of your data (personal and confidential).
When using the Platform and accessing your user account, you may use the following features and functionalities:
The feasibility to manage your store from Seller’s frontend panel. You don’t need to understand complex technical terms to be able to create and manage your store activities on the Platform.
You can find all the instructions for “How to” available on each Seller’s dashboard.
Sellers can configure their store social and SEO of their store individually by placing the appropriate keywords from frontend panel.
The Platform allows Customer-Seller spontaneous communication and helps to respond to the queries of the customer faster and drive more sales.
Support Ticket System allows the Customer or the Seller to post their queries at one go. They simply have to choose the query category, the product or service they have queries about, and the urgency, and write down the query in detail. They will be issued a ticket and will be notified by email or panel when a reply is posted.
Seller Ledger Book gives Sellers the easiest way to check all their store transactions – commission, withdrawal, refund, partial-refund and charges from the frontend.
The Platform allows Customers to raise inquiry under each product. Sellers will be notified instantly for a new query and all previous enquiries will be also listed as FAQ.
The entire system is prompted in frontend dashboard and it serves as a direct mechanism of communication between buyer and seller.
For more information, please refer to either your dashboard panel or to FAQs for Sellers.6. DISCLAIMER OF WARRANTIES
The Platform is provided “as is”. You use our Platform at your own risk. The SWISS IMPACT STORE does not give any guarantee that the contents conform to the expectations of the user or that they shall reach a specific target they aim to.
We cannot guarantee the uninterrupted availability of our Platform, because we rely on telecommunications networks, which are beyond our control. We strive to minimize operational interruptions, e.g., due to maintenance of hardware or software.7. LIMITATION OF LIABILITY
The SWISS IMPACT STORE shall only be liable for resulting damages in so far as they result from a breach of a contractual duty through willful or grossly negligent behavior by the SWISS IMPACT STORE, or its legal representatives or agents. In case the SWISS IMPACT STORE breaches any essential contractual obligations due to slight negligence, the SWISS IMPACT STORE’s liability shall be limited to the foreseeable contractual damages. An essential contractual obligation is an obligation the fulfilment of which is essential for the proper execution of the contract and the compliance with which the contractual partner regularly relies on and may rely on.
Any further liability for damages is excluded. The liability for culpable injury to life, body or health in accordance with statutory provisions shall remain unaffected.8. COPYRIGHT AND RIGHTS OF USE
The content provided by the SWISS IMPACT STORE is protected by the laws governing databases, copyright and trademarks. Such content may be neither copied nor disseminated nor used or copied in any manner whatsoever, without the prior agreement of the corresponding proprietors. This applies in particular to any copies made with the aid of robots, crawlers or other automatic mechanisms. Any use or modification of the services for purposes for which they were not intended is prohibited. In particular, copying or uploading of content, offers, directories, databases, etc. for commercial purposes is prohibited and will be subject to criminal and civil legal proceedings within the scope of existing legal options.9. EXCLUSION OF LIABILITY
The liability of SWISS IMPACT STORE is excluded for breaches of contract due to negligence. This also applies to breaches of contract by your auxiliary persons and substitutes.
You will compensate us for any amount claimed by a third party due to behavior attributable to you, whether direct or indirect damage. As our referencing on search engines (Google, Yahoo, Bing, etc.) and social networks is carried out automatically, SWISS IMPACT STORE cannot guarantee or exercise any referencing control on these search engines and therefore does not incur any responsibility for positioning and visibility. SWISS IMPACT STORE is in no way responsible for the content of sites or external sources that refer to SWISS IMPACT STORE.10. INDEMNIFICATION
If you believe that any content infringes your rights or the rights of third parties, please inform us immediately so that we can examine your request and, if necessary, take appropriate measures to put an end to any infringement.
You can report any infringement to your rights, or the rights of third parties, by sending us an e-mail at the following address: [email protected] as soon as possible.
With respect to any and all information of a confidential nature which appears or which you provide on our Platform (whether or not marked as such) including but not limited to any and all information relating to our compounds or targets, business and financial information, software, know-how, ideas and methods and techniques used by us in our business (“Confidential Information”), you agree to keep the same confidential and not to disclose the Confidential Information to any third party except with the SWISS IMPACT STORE’s express written consent.13. DATA PROTECTION AND PRIVACY
- ask us to delete your account;
- where applicable, do no longer meet the criteria imposed by us;
- terminate the contract with us; or
If you have any questions or need support in connection with this Platform, please contact us at:
MY SOURCE LTD
Rue des Fontenailles 13
Email: [email protected]
Last updated: 8 February 2021
General Terms of PurchaseAGREEMENT
This Agreement (the "Agreement") is made by My Source Ltd (“SIS”, “our” or “us”), a company governed by Swiss laws with its main office at Rue des Fontenailles 13, 1007 Lausanne, with registered under number: CHE-438.548.082. and you (hereafter, "the Client") (each individually a "Party" and jointly the "Parties").1. DEFINITIONS
“Applicable Data Protection Laws” means all applicable data protection laws which may govern the rights and freedoms of data subjects with regard to the processing of their personal data, which includes Regulation (EU) 2016/679 (the “GDPR”) and the Swiss Federal Data Protection Act and its Ordinance (“Swiss DPA”).
"Client Data" means all information and data collected, processed or stored through the Platform by the Client or its authorised users, which includes Customer Personal data and Client Personal Data.
“Client Fees” means all amount paid by a Customer via the Platform when purchasing Client’s products online via the SIS Platform, which SIS may receive and reimburse to the Client subject to any applicable deductions as set out in this Agreement.
“Client Personal Data” means Personal Data that either: (i) the Client, or a person acting on its behalf, provides to SIS or permits SIS to access in connection with this Agreement, or (ii) SIS creates in providing the Services.
“Customers” means any internet users who intend to visit or purchase goods or services from the Client while accessing SIS Platform.
"Effective Date" means the date when the Client has ordered the product via the Platform.
“Platform” means the Platform from which the Client makes the order to enter into this Agreement with SIS, available at: https://www.swissimpactstore.com.
“Subscription Fees” means the fees or the pricing plan identified or referred to as such when making the ordering online via the Platform or, where applicable, after agreeing with SIS.2. LICENSING
2.1 As of the Effective Date, SIS grants the Client a non-exclusive and non-transferable right to access and use the Platform in accordance with the terms as set out in this Agreement.
2.2 The Client shall only access and use the Platform under the license terms under this Agreement.
2.3 Unless agreed otherwise in this Agreement, the Client shall not, nor attempt to: (a) modify, adapt or translate the Platform or create any derived IT program whatsoever; (b) integrating the Platform into other software, nor (c) prepare any derivative work on the Platform.3. DELIVERY AND SERVICES
4.1 The Client shall have the right to make or request SIS to make the necessary configurations, changes and tailoring to the space it has available on the Platform to place products online, within the limits of the permitted use of the Platform to conduct its business.
4.2 Client’s responsibility to the use of the Platform. Once SIS has granted the Client access to the Platform, the Client shall remain solely responsible towards Customers. At minimum, the Client shall only use the Platform: (i) to the extent permitted by this Agreement, (ii) for its own commercial benefit, excluding third parties’ benefit without the prior written consent of SIS, which involves Customer Data, (iii) in compliance with all applicable laws.5. FINANCIAL TERMS
5.1 Pricing / Subscription Fees. The Client undertakes to pay all fees, including the Subscription Fees and Services Fees, along with any fees (i) specified on the Platform at the time of registration, (ii) as ordered by the Client or (iii) agreed upon between the Parties. The prices indicated are exclusive of any tax. All prices listed on the services page of the Platform (basisc and standard and premium packages as well as optional services) are exclusive of VAT and other price components (possible postage and packaging costs). The standard currency is Swiss francs (CHF), although other currencies (Euros, USD, GBP) may also be available for transactions (in the form of payments) to Customers on SIS. The Client is fully responsible for the costs and shipment of goods or services offered via the SIS Platform.
5.2 Tax and import duty. Depending on the delivery address, different tax rules and additional charges may apply. In particular, if the customer ships from outside the users' territory. SIS has no control over these charges. Please contact your local customs office for more information before placing your order. No other taxes and no other costs are added (except customs duties in case of delivery abroad). SIS reserves the right to change the prices for subscriptions at any time. The prices applicable vis-à-vis the Client are the prices published on the website on the date of order and are accessible in the Client's dashboard by logging on to the SIS platform.
5.3 Online payment means. The Client shall pay any fees to SIS by using the payment means indicated by SIS, including online payment means, such as debit, credit card or other industry standard means of payment made available on the Platform or permitted by SIS. When using authorized third-party financial suppliers that are licensed to provide such services (e.g.: Stripe, Apple Pay, Google Pay, etc.) (“Financial Suppliers”), such electronic payments shall be subject to the relevant terms and conditions of those Financial Suppliers, which the Client must adhere to. Electronic payment made via Financial Suppliers usually involves deductions or commissions that those Financial Suppliers may apply to the payment you make via the Platform. Such commissions, deductions or any other Financial Suppliers Fees are due by the Client and shall be paid in addition to Subscription Fees.
Example for Stripe Connect
The Client understands and acknowledges that Stripe Connect may charge the Client with transaction fee (i.e. on a transaction from customer to stripe account, which may amount to 2,9% + a fixed amount) and an amount of 0.25% + fixed amount per pay-out volume to your bank account (on a transaction from Stripe account to your bank account). The Client can estimate your earnings with our calculator here and find more information about Stripe fees here and under payment methods fact sheets.
5.4 In order to reduce the pay-out volume fees as described in the example above, SIS may combine the Client’s earnings made in a month and transfer them to the Client at the end of each month.
5.5 Reimbursement (Payout) of Client Fees. Where SIS receives any Client Fees on its own Stripe bank account to facilitate the centralization of payments, SIS shall reimburse all Client Fees to the Client. The amount reimbursed by SIS to the Client shall consist of the payment made by the Customer minus any deduction, rate or margin applied by Financial Suppliers (which you may consult here), including any other deduction applied by a third party or required to proceed to the reimbursement to the Client by SIS. SIS shall reimburse all Client Fees on the bank account indicated by the Client on the 25th of any month.
Please note that when you start processing live payments from your customers with Stripe, you won’t receive your first payout until 7–14 days after receiving your first successful payment. The first payout usually takes a little longer in order to establish the Stripe account.
5.6 Payment terms. All amounts due in respect of this Agreement (Subscription Fees) shall be paid online via Financial Suppliers, such as Stripe, and the payment will occur within 7 days following the confirmation of the order to SIS. In the event of non-payment of the Subscription Fees and any other fees by the Client, the Client shall be considered in material breach of the Agreement. In case of non-payment within the due date, the Client shall have the right to pay the fees within 10 days, before SIS may exercise its rights as set out under section 5.8 to this Agreement.
5.7 Late payment rate. Without prejudice to any other rights of SIS, any instance of late payment or non-payment shall immediately give the right for SIS to suspend the services, and may impose default penalties at an interest rate of yearly 5% or higher interest rate as accepted under applicable law. Such interest rate on the non-paid fees are due from the day 10 days after the expiry of the date indicated on the invoice. These amounts shall automatically be charged on all amounts owed by the Client to SIS on any grounds whatsoever.
5.8 SIS’s right in case of late payment. In the event of any delay in compliance with its payment obligation and without prejudice to any other rights of SIS: (i) the Client may in addition be deprived of the right to make all subsequent payments at the due dates indicated, which payments shall become due immediately, and/or (ii) in the event that the payment default extends for longer than 10 days, SIS shall be entitled to suspend the license without any specific formal requirement other than written notification until the payment the amounts due has been made in full.6. OBLIGATIONS OF THE CLIENT
6.1 The Client undertakes to :
- all eligibility conditions, as well as compliance with the values of the Platform, in particular the sustainable development charter ;
- inform and update SIS as much as necessary on all information concerning its domain and products on the Platform in the producers account;
- ensure the truthfulness and accuracy of the information communicated to Customers via the Client space / advertising window on the Platform;
- to inform SIS of any inappropriate comments concerning its domain or products published by SIS users or Customers of the Platform which it may become aware of;
- inform its own clients (Customers) about the origin, regulations and labels relating to products sold on the Platform;
- comply with all applicable federal, cantonal and national laws as well as any applicable law in the country of origin and destination of the products;
- not to use any terms, practices or behavior that are anti-competitive, unfair or illegal.
6.2 The Client further agrees that any contract entered into with a consumer shall comply with the law of the country in which the Product is sold.
Contract between the Client and its Customers
6.3 The Client is responsible for the implementation of the contractual conditions and the management of the data related to Customers’ orders and remains solely responsible for the contractual relationship with its Customers.
6.4 In particular, the Client shall ensure in particular to:
7. SUPPORT AND MAINTENANCE
- indicate on his space his complete identity, postal address of contact and email (if you are independent, you will have to mention your name) ;
- inform its Customers about the conditions of product returned and the refund period.
7.1 The support and maintenance terms are provided depending on the subscription plan that you will choose as set out in this section. All questions and requests will be dealt with according to the degree of urgency that we will estimate based on your request and according to the plan you have chosen.
- Basic Plan
We will endeavor to respond as soon as possible (as an indication, within 3 days maximum upon receipt of your request). In case of a problem that you report to us using a ticket on SIS or by email, we will inform you by email and/or via the support ticket section on your profile of the steps taken and the estimated time needed to resolve them.
- Standard Plan
You benefit from priority support and guaranteed intervention by our teams for system administration problems. The maximum response time is 48 hours when a ticket is submitted or email received by our teams.
The options and types of subscription are indicated on the online order page. Options can be added during the subscription process and your invoice will be adjusted accordingly pro rata temporis.
For more assistance, please contact [email protected].
7.2 In the event of any malfunctioning of the Platform, SIS shall use its commercially reasonable efforts, following receipt of notification from the Client, to implement a corrective Platform or a workaround within a reasonable period. SIS reserves the right to correct malfunctions through the release of an update or a new version of the Platform. Conversely, SIS shall not be under any obligation towards the Client in respect of malfunctions noticed on any version earlier than the most recent version available. SIS does not provide any other warranty as to the Platform and/or the Professional Services. The maintenance provided for under this Agreement shall only relate to the performance of corrective and preventive maintenance. As part of ongoing maintenance, updates, modifications or improvements to the Platform, the Parties may agree in writing to perform other Services, which will be considered as chargeable services subject to the Consulting Terms. The Client may issue a ticket to SIS’s support desk here : [email protected].8. WARRANTIES (“GUARANTIES”) AND INDEMNITY
8.1 SIS does not provides any warranty to the functioning of the Platform. It is provided as is without any further warranty. SIS thus does not warrant that the Platform will be free from anomaly or will operate without interruption or in accordance with Client expectations. SIS warrants that it shall provide the Professional Services with all due care, allocating the necessary resources and means, and having regard to the latest Specifications agreed upon by the Parties. SIS disclaims all other warranties whether expressed or implied.
8.2 The Client shall be responsible towards SIS in respect of and, without prejudice to any other rights of the latter, undertakes to indemnify and hold SIS harmless against any detriment resulting from any court action that may be brought against it in relation to the failure of the Client Data, use of the Platform including its configuration or its intended use for End Uses, to comply with any applicable law. The Client shall indemnify SIS against all claims, including third party claims for losses incurred as a result of the Client infringing third party rights or if the use of the Platform do not comply with any regulations applicable to the implementation and operation of the Platform. In this respect, it is reaffirmed that the Client shall be fully responsible for the implementation and operation of the Platform, and that SIS declines all responsibility in this regard. Since SIS does not provide any advisory service as regards the compliance of the Platform with applicable regulations, it shall be the Client's responsibility to seek any assistance or advice necessary for this purpose. Finally, the Client acknowledges that it holds all the authorizations and all the licenses for enabling the Platform and SIS to utilize and/or to interact with the packages and software owned by third party providers.
8.3 SIS shall defend the Client at its own cost against any court action launched by a third party against it on the grounds that the Platform infringes upon the intellectual property rights of the third party concerned and undertakes to cover the cost of any court orders issued against the Client in the form of a definitive court ruling that is no longer subject to appeal or of any transaction concluded and approved in advance by SIS. This warranty shall be expressly subject to the preconditions that: (i) the Client has immediately informed SIS in writing regarding the third party claim, (ii) that SIS has exclusive control over the defense and over any amicable settlement, (iii) that the Client refrains from acknowledging any responsibility and (iv) that the Client cooperates actively and loyally, at its own costs, with SIS in this regard. In the event that, in the view of SIS, the Platform could infringe third party rights, the Client undertakes, as a prerequisite for retaining its rights under the warranty (“guaranties”), to comply strictly with the instructions of SIS, which may include in particular the temporary or definitive suspension of operation of the Platform. No warranty is provided in respect of the violation of third party rights in relation to (i) usage of the Platform that is not compliant with the contractual terms as agreed upon between the Parties, or to (ii) any usage of the Platform in conjunction with any other product, material, software or other data not provided by SIS, where the violation of third party rights results from this combination and not from the Platform considered in isolation.9. LIMITATION OF LIABILITY
9.1 SIS shall not incur any liability except in the event of proven fault, limited to willful misconduct or gross negligence. In this regard, it is recalled that SIS may not be held liable for any tasks or supplies carried out by the Client or by third parties.
9.2 Irrespective of the basis for the claim, the liability of SIS for any damages, including the cost of any replacement, corrective action, reimbursement, price adjustment or compulsory enforcement that may be requested and/or ordered by the Client, shall be limited, in respect of all claims without distinction, to the total amount excluding tax received by SIS under the Agreement over the six months prior to the month during which the event that gave rise to liability occurred. It is acknowledged that, since this limitation applies to all claims without distinction, any amount relating to previous events that gave rise to liability shall be deducted. SIS shall not be liable for any failure to comply with its obligations resulting from an event that is beyond its control, including in particular failures of IT or electrical materials, or incidents affecting or the failure of telecommunications networks, including events resulting from force majeure, such as any failure to provide the Services or making the Platform available due to a lockdown. As the performance of this Agreement is based on the usage of the internet, the Client acknowledges that SIS is unable to guarantee (i) the proper operation of the internet or the absence of outages or impaired services, (ii) the absence of any risk of interference, data piracy and contamination by computer virus. The Client shall under all circumstances have a maximum period of one (1) year starting from the time it became aware of a failure to engage the liability of SIS.
9.3 SIS shall not be liable to compensate any indirect damages, including in particular loss of Agreements or of clients, loss of operation, service interruption associated with usage of the Platform, financial losses associated with the time taken in order to address the failure noticed, damage to brand reputation, or the loss or corruption of data and/or files. Any detriment suffered by a third party shall be deemed to constitute an indirect damage. The Client shall be the solely responsible for the compliance of the Platform with applicable regulations, the information and instructions given to SIS as well as all third party authorizations that may be required in order to implement and operate the Platform.
9.4 The Parties acknowledge and accept that the prices specified in this Agreement take into account the allocation of risks and this limitation of liability.10. CONFIDENTIALITY
10.1 The Parties undertake to classify as strictly confidential and to treat as such all commercial, financial or technical information concerning the other Party, irrespective of its medium, that may be disclosed or collected in the performance of this Agreement. Any information that is publicly known shall not be deemed to be confidential. The Parties undertake not to disclose or allow the disclosure, whether directly or through an intermediary, in whole or in part, of the confidential information of the other Party to any third party whatsoever, with the exception of any employees and/or subcontractors that have a need for the information in order to perform with their obligations. Each Party undertakes to return to the other Party, upon condition of the full performance by the other with its obligations, any documents or other media containing confidential information along with all reproductions thereof.
10.2 Reference. SIS shall be authorized to use the distinctive marks of the Client for client reference purposes within its advertising or promotional communications. The distinctive marks that SIS is able to use shall include in particular the Client's logo and name and its field of business.11. TERM AND TERMINATION
11. 1 Term. This Agreement shall take effect as the Effective Date. The Agreement shall be concluded for:
The duration of the present contract or the duration of the subscription are those indicated on the platform at the time of the order. As a general rule, the duration of the subscription is a minimum period of between 1 month and 12 months.
11.2 Renewal. The Customer will receive first (10 days) and second (3 days) reminder for the automatic renewal of the contract before the subscription expires. The Term shall renew automatically at the end of the Subscription Period, unless terminated by the Client by cancelling the subscription with a prior 30 days' notice or any other notice as agreed at the time of registration.
11.4 Suspension. In the event of a failure by the Client to comply with the terms of this Agreement, SIS shall have the right, after having given the Client the possibility to explain the reason for such failure within 10 business days, to suspend the Client’s right to use the Platform with immediate effect. The Parties shall always seek to find reasonable arrangement to ensure the Client’s business continuity.
11.5 Termination. The Client may terminate the Agreement through the user account available on the Platform with a prior 30 days’ notice before the end of the Subscription Period.
- Early termination. In case of early termination of the Agreement by the Client, the Agreement shall terminate at the end of the Subscription Period and the Client shall have the right to use the Platform until the expiration of such Subscription Period, but will have to pay the Subscription Fees until the end of the Subscription Period.
- Termination for cause. In the event of a breach by either of the Parties of any of its material obligations under the Agreement that is not cured within thirty (30) days after the date of receipt of formal notice reporting the breach in question, the Agreement shall be terminated automatically, which shall be without prejudice to any other rights of the non-breaching Party. Any failure by the Client to comply with its obligations in relation to payment and cooperation shall constitute a material breach of this Agreement.
11.6 Effects of termination. With effect from termination of the Agreement on any grounds whatsoever, (i) all amounts due to SIS under the Agreement shall become payable immediately; and (ii) the Client shall immediately cease all usage of the Platform after the expiry of the Subscription Period.
11.8 In the event of termination of this Agreement on any grounds whatsoever, SIS undertakes to ensure the reversibility of Client Data. SIS shall thereby return all Client Data along with all elements relating to the information system in its possession that are owned by the Client, without retaining any copies, within a period of three (3) months from the termination of the Agreement. In the absence of any express request from the Client, the Data shall be erased at the end of this three (3) month period from the end of the Subscription Period.12. HOSTING
SIS provides hosting services via a third party service provider with its data centers located in Amsterdam (the Netherlands). SIS will also keep copies of the records and backups in Switzerland.13. DATA PROTECTION
For the purpose of this section, any capitalized terms that is not defined in this Agreement, shall have the same meaning ascribed to them in GDPR.
SIS as Data Processor of Client Personal Data
13.1 Data processing terms. Client appoints SIS as its Data Processor of Client Personal data and Customer Personal Data (Client Data).
13.2 Where SIS Processes Client Data in the context of this Agreement, which may include other Services, SIS shall process Client Data in accordance with Client’s instructions from time to time, and shall do so: (i) on behalf of Client; (ii) for the purpose of providing the Platform and the Services; (iii) to the extent necessary; and (iv) for as long as required under this Agreement.
13.3 The Client shall remain responsible to document in writing the information relating to Client Data Processing - subject matter, duration of Processing, nature and purpose, types of Personal Data and categories of Data Subjects.
13.4 The Client shall inform in writing about the general categories of personal data that the Client will allow SIS to process under this Agreement, which may consist of:
- Contact data of each Party, such as contact details, including name, e-mail and postal addresses of either Party’s personnel and suppliers;
- Client Data, which may include the following categories:
- Client and Customers’ contact details, such as names, address, e-mail and telephone number
- Media information, such as images, videos of Customer of the Client
- Financial information, including payments, amounts, dates, bank details
- Device data, including information collected from cookies and similar tracking technologies, device ID, IP address, etc.
13.5 The Client shall remain fully responsible as Controller for the lawful collecting and processing of Client Data at all times and shall, unless permitted by Applicable Data Protection Laws, ensure to either inform or collect prior consent from the Customers before the collecting and sharing of such Client Data to SIS.
13.6 SIS as either Data Processor or Data Controller of Client Data.
- comply with Applicable Data Protection Laws;
- assist and cooperate with Client with its obligations to comply with all applicable laws and its obligations to demonstrate compliance, and collaborate in the context of any threat, communication, access, correction, deletion or objection, relating to Client Personal Data;
- promptly notify the Client in the following circumstances:
- if any instructions provided by Client to SIS infringe such laws;
- if SIS receives any inquiry or request from a supervisory authority related to the Services or this Agreement or Client or Client Personal Data;
- if SIS becomes aware of an actual or potential Personal Data Breach;
- implement and maintain all appropriate administrative, technical, organisational and physical security measures to comply with any applicable law;
- in the event data subjects exercise their rights and contacts SIS, SIS shall forward such requests to the Client by email upon receipt, and shall, where applicable and insofar as it is able, provide reasonable assistance to the Client in responding to such requests;
- except in case of a data breach or an investigation by an authority in which case the Parties will promptly cooperate, upon a 30 days’ prior written notice, prepare for an audit as required to demonstrate compliance with Applicable Data Protection laws or to collaborate in the event of an investigation or an inquiry by a supervisory authority, where the Client shall reimburse SIS for all costs incurred as a result of such audit, including any assistance and cooperation to the Client by SIS;
- upon termination of this Agreement, or as soon as Processing of Client Personal Data is no longer required for the performance of the Services, at the choice of Client, delete or return all Client Personal Data to Client. Except where SIS has legal obligations to store any Client Personal Data after termination of this Agreement, SIS shall delete any existing copies of Client Data (see section 8 of this Agreement) and confirm in writing to Client that any such files were deleted.
- ensure that its employees, personnel and consultants, who have access to Client Personal Data have undergone training on data protection and are bound by the same obligations as set out in this section 6.
13.7 Subcontractor. SIS shall be permitted to transfer Client Personal Data to third parties without Client’s express prior written consent. Where SIS appoints any subcontractor as further Data Processors on behalf of Client, SIS do so on the basis of the Client’s general prior authorization and SIS shall engage such sub-processors on terms that provide equivalent protections as set out in this Agreement, including confidentiality, and shall provide a list of subcontractors in use, giving the Client the right to object to the processing.
13.8 Data Transfer. SIS may transfer, or permit subcontractors to transfer, Client Personal Data outside the European Economic Area and Switzerland, with the Client’s written general consent, subject to the Client’s right to object to the use of any sub-processor. Where the Client permits the transfer of Client Personal Data outside the European Economic Area and Switzerland or another jurisdiction that is considered as adequate to the level of protection in the country of the exporter, SIS shall do so on the basis of approved data transfer mechanisms, such as the EU Controller to Processor standard contractual clauses (Model Clauses), which competent authorities may approve from time to time. Except where the processing of personal data may occur within countries considered as adequate or via another lawful mechanism entered into by the parties, any transfer of personal data shall occur on the basis of the Model Clauses, which the Parties hereby incorporate by reference. The Parties therefore agree that the Model Clauses shall hereby include: (i) the description of the processing operations as set out in Attachment B, (ii) and the security measures as set out in Attachment A (security measures), which may vary from time to time.
13.9 Each Party as Data Controller of the other Party’s Personal Data. Either Party may process on its own behalf certain Personal Data of the other Party as a data controller, which may comprise contact details of personnel of the other Party only to the extent necessary for exercising its legal rights, complying with a request from an authority or managing its commercial relationship with the other Party.
13.10 SIS shall not be liable for any damages whatsoever incurred by the Client in relation to its use of the Platform. In particular, the Client shall indemnify SIS for all losses incurred as a result of a the Client’s breach of Applicable Data Protection Laws, which include administrative fines, resources used to conduct investigations, audit, perform remediation efforts and implementation of corrective measures and other similar related costs related to data subjects access and deletion requests, including attorney’s fees.14. OTHER PROVISIONS
14.1 Damage to reputation. In the event of any damage to the reputation of SIS as a result of a public declaration by the Client or of fraudulent usage of the Platform or of data collected by the Platform, SIS reserves the right to respond by issuing a public declaration and by launching court action seeking compensation for the financial losses suffered and for damage to its reputation.
14.2 Assignment / Subcontracting. The Agreement has been concluded having regard to the individual characteristics of the Client and may not be assigned or transferred by the Client to a third party, whether free of charge or for consideration, without the express, prior written approval of SIS. SIS reserves the right to contract and/or to assign or transfer its rights and/or obligations under the Agreement to a third party, subject to prior approval by the Client where the contracting involves the processing of personal data.
14.3 No waiver of rights. The failure by either Party to object to any breach by the other Party of any of its obligations under the Agreement shall not be construed as a waiver of the obligation concerned.
14.4 Severability. If any of the terms of the Agreement be deemed to be invalid or unenforceable or be considered to be such under the terms of a law, a regulation or a final court ruling, they shall be deemed to have no effect and the other terms shall remain in force.
14.5 Independence of the Parties. Each of the Parties has entered into the Agreement as an independent business operator and not as an agent or partner of the other Party. Neither Party shall be entitled to make itself out towards a third party as having been authorized to represent the other Party.
14.6 Entire agreement. The Agreement sets forth the entire agreement between the Parties in relation to its subject matter and annuls and replaces all previous documents and agreements between the Parties. The Parties warrant that they have entered into this Agreement without regard to any declaration or representation other than those expressly set forth herein. The Agreement may only be amended by an addendum signed for the Parties by a duly authorized representative.
14.7 Applicable law and jurisdiction. The Agreement shall be governed exclusively by the laws of Switzerland. In the event of any dispute between the Parties concerning the validity, interpretation or implementation of the Agreement, where it is not possible for an amicable settlement to be reached between the Parties, the courts of Lausanne in Switzerland shall have exclusive jurisdiction.
Last updated: 30 August 2021ATTACHMENT A TO THE AGREEMENT
REQUIRED SECURITY MEASURES
SIS shall implement the following security measures in relation to Processing of Client Personal Data. Capitalized terms shall have the meaning as set out in the Agreement. In relation to the provision of the Services under this Agreement, the SIS shall:
List of security measures
For each tenant that SIS makes available to the Client and configures, it will apply industry standard information security measures and will use recognized security framework to protect your information. This may include, inter alia:
- TIER IV servers (ISO 27001 and FINMA) where data is hosted exclusively in Swiss data centers with dedicated hardware and on-site security;
- All systems are monitored by approved Swiss third party IT service providers;
- Last generation firewalling;
- HTTPS and SSL encryption, disc encryption, Password strength requirements;
- Access controls via privileges and roles;
- Periodic penetration tests carried out.
Where SIS uses third party suppliers to help with information security measures, those third-parties have committed to comply with strict security and data protection requirements to ensure confidentiality, integrity, and availability of any Client Data.
Note that: SIS may update the list security measures from time to time without impairing the security of Client Data.ATTACHMENT B TO THE AGREEMENT
DETAILS OF THE PROCESSING ACTIVITIES
In relation to the processing of personal data under this Agreement, the Client acts as controller and data exporter of personal data and SIS shall act as processor and data importer. This Attachment B describes the processing operations, categories of personal data and data subjects that the Client may permit SIS to process, which the Client may provide or instruct SIS in writing without having to modify this Attachment B. Such instruction may be provided by exchange of e-mail between the Parties by duly authorized representatives of each Party with a declaration of consent or acknowledgement of receipt.
A) Data subjects
The personal data processed concern the following categories of data subjects:
- Customers participating in online activities provided or initiated by the Client
- Client as a natural person and or if a legal person its staff, including employees, agents, consultants and suppliers
- SIS staff, including employees, agents, consultants and suppliers
B) Categories of data
The personal data transferred concern the following categories of data (please specify):
Data about Customers (users of the Platform)
- Contact data, including data about user accounts, such as full name, date of birth, address and location, phone number, e-mail address, or when contacting the Client support, or submitting information to the Client via a contact form;
- Financial data, such as user bank name and account to reimburse of any amount that may have paid, including, where applicable and strictly required for identification of ID card or numbers;
- Aggregate information and statistics data, such as through the use of tracking technologies;
- Media content, such as images, audio or video content, which may contain images, audio recordings and video and any other consumer content;
- Instant messaging data, such as any information that consumers may share by instant messaging functionalities or, where available on the App;
- Profiling information, such as behavioural information about
Either Party’s Personal Data
- Client Data, including its staff, employees, agents, consultants and suppliers
- SIS staff, including its staff, employees, agents, consultants and suppliers
C) Processing operations
The personal data transferred will be subject to the following basic processing activities:
Any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means necessary to perform the services as agreed between the Parties, including collection, recording, organisation, structuring, storage, retrieval, consultation, use, disclosure by transmission, or otherwise making available, alignment or combination, restriction, erasure or destruction on personal as identified herein.