General Terms and Conditions (GTC) of Fasoon Ltd
These terms and conditions govern the rights and obligations in connection with the use of the services offered on the website www.fasoon.ch.
Fasoon AG, Appenzell (“Fasoon”) is the owner and operator of the internet platform www.fasoon.ch (“www.fasoon”). On www.fasoon, services and products related to the establishment of companies, drafting of contracts, protection of intellectual property, changes in the commercial register and consulting can be obtained free of charge or against payment.
2. Scope of application
These GTC apply to the above-mentioned domains and to all other services which Fasoon provides directly or indirectly to its customers.
An order is considered to be an offer to Fasoon to enter into a contract. Fasoon is free to refuse orders in whole or in part without giving reasons. In such a case you will be informed and any payments already made will be refunded. Further claims are completely excluded.
A contract is concluded by the customer’s acceptance of an offer made by Fasoon in connection with the purchase of services or products.
Unless otherwise quoted, all prices are in Swiss francs (CHF) and exclusive of any applicable value added tax (VAT).
All prices are exclusive of any other applicable taxes.
Fasoon reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract on the website www.fasoon.ch or according to the separate price list of Fasoon are applicable. For the customer, the prices valid at the time of the conclusion of the contract always apply.
6.1 Means of payment and credit assessment
Payments are accepted exclusively in Swiss francs. Fasoon reserves the right to exclude individual means of payment in general or for individual customers without justification. In addition, Fasoon is entitled to impose surcharges on individual means of payment. In order to protect its legitimate interests, Fasoon may obtain a credit check on you from third parties and disclose your customer data on payment behavior to third parties. Ordered products and vouchers remain the property of Fasoon until full payment of the purchase price (including all surcharges).
6.2 Payment deadlines and late payment
The customer agrees to pay the invoiced amount within 30 days from the invoice date. Should the invoice not be paid within the aforementioned payment period, the customer will be sent a reminder. If the invoice is not paid by the customer within the set reminder period, the customer will automatically be in default. From the moment of default, the customer owes default interest in the amount of 5%.
In the event of late payment, the customer will be charged additional reminder fees of CHF 30.00 each (after 60 and 90 days).
Costs in the event of late payment: processing fee (at the earliest from day 70 after the invoice date, when handed over to debt collection service provider) depending on the amount of the claim, maximum amount in CHF: 50 (up to 20); 70 (up to 50); 100 (up to 100); 120 (up to 150); 149 (up to 250); 195 (up to 500); 308 (up to 1’500); 448 (up to 3’000); 1’100 (up to 10’000); 1’510 (up to 20’000); 2’658 (up to 50’000); 6% of the claim (from 50’000).
Fasoon reserves the right to demand advance payment at any time and without giving reasons. Fasoon has the right to refuse to provide services or to deliver products in case of late payment. In case of a prepayment purchase, the provision of the service or the delivery of the products will only take place after the corresponding payment has been received by Fasoon.
The offsetting of the invoiced amount against any claim the customer may have against Fasoon is not permitted.
7. Obligations of the customer
7.1 Exercise of the rights of use
The customer agrees to exercise the rights of use only to the extent granted. Furthermore, the customer is fully responsible for the safekeeping of his access data and passwords. The customer is also responsible for the content of the recorded data and information.
By accepting these GTC, the customer also confirms that he has unlimited capacity to act and is of legal age. By registering, the customer expressly declares that all information provided is true, up-to-date and does not conflict with the rights of third parties, morality and the law.
Fasoon is entitled to review the customer’s behavior in the context of the use of the internet platform. In particular, Fasoon is entitled to check the legality of the content entered by the customer on the internet platform at all times.
7.2 Obligations to cooperate
The customer agrees to immediately make all arrangements necessary for Fasoon to provide the service. The customer’s arrangements are to be made at the agreed place, at the agreed time and to the agreed extent. This includes, inter alia, the provision of appropriate information and documents to Fasoon.
In addition, the customer is obliged to cooperate comprehensively and in a timely manner. The customer has to provide Fasoon with all documents and information required in connection with the provision of services without being asked to do so, in full and accurate in terms of content. Fasoon assumes that the information and documents provided are correct and complete and comply with the legal obligations to cooperate and provide information. Fasoon is only responsible for checking the correctness and adequacy of documents, information and figures provided by the customer if this has been agreed upon in writing in advance.
8. Obligations of Fasoon
8.1 Service provision
Fasoon fulfills its obligation, unless otherwise agreed, by providing the agreed service. The majority of Fasoon’s services are provided online. For all other services the registered office of Fasoon shall be the place of fulfillment, unless otherwise agreed upon.
8.2 Auxiliary persons
The parties shall have the explicit right to call in auxiliary persons to perform their contractual duties. The parties agree to ensure that the use of auxiliary persons is carried out in compliance with all mandatory legal provisions and any collective labor agreements.
Both parties have the right to withdraw from the contract at any time. The withdrawing party shall fully compensate the other party for any expenses already incurred. However, rescission at inopportune times is not permitted. The customer will be charged for the costs caused by the withdrawal. In case of a withdrawal before notarial certification (of the foundation of the company or the amendment of the articles of association), these costs amount to 50%, and in case of a withdrawal after notarial certification (of the foundation of the company or the amendment of the articles of association), these costs amount to 100% of the regular fees charged by Fasoon Ltd in connection with the commissioned transaction.
The replacement of products is generally excluded.
10. Retention of title
Ownership of products remains with Fasoon until the purchase price has been paid in full. Until this time, the customer may not freely dispose of the products, in particular neither sell nor rent or pledge them.
Fasoon strives to ensure a good availability of www.fasoon.ch and takes reasonable precautions to protect www.fasoon.ch from third party interference.
However, Fasoon cannot guarantee an uninterrupted and trouble-free functioning of www.fasoon.ch and the services offered, nor can it guarantee that the files are free of viruses. Fasoon does not guarantee the factual and content-related correctness, completeness and reliability or quality of the published or transmitted information, documents and processes as well as the working result of the services. Furthermore, Fasoon cannot guarantee that the use of the service (by spamming, malicious software, spyware, hackers or phishing attacks, etc.) will not be impaired or damage the customer’s infrastructure or otherwise harm him. Any problems or defects must be reported to Fasoon immediately.
Fasoon warrants that the product is free from defects in material and workmanship.
Any defects must be reported to Fasoon immediately. It is up to Fasoon to decide whether the defective product will be repaired or replaced. Only if the replacement or repair is impossible, the customer is entitled to a reduction or refund of the purchase price. The claim for reimbursement of costs in case of an external repair is excluded. During the repair period, the customer has no right to a replacement product. The warranty for the repaired element starts anew, for the remaining elements of the product the original warranty period continues.
Fasoon has appropriate technical and organizational measures in place to prevent data loss or access by unauthorized third parties according to the state of the art, as far as possible. The customer decides on his own responsibility which data will be processed and stored by Fasoon and whether the existing data security by technical and organizational measures of Fasoon are sufficient for his data.
The parties agree to comply with the provisions of the relevant data protection laws, in particular to keep confidential any personal data that may become known in the course of providing the contractually agreed services, to protect it and to use it exclusively for the purpose for which it was disclosed.
The customer acknowledges that the customer’s data as well as his documents may be disclosed to providers of additional services, financial service providers, payment service providers and other authorized third parties, in particular in connection with the provision of their services and in support cases. The customer agrees to the disclosure of his data to these parties.
As far as Fasoon processes or has access to personal data of the customer in the context of the use of the applications, Fasoon is a data processor for the customer in the sense of data protection regulations. Fasoon will process and use this data only for the execution of the contractual relationship with the customer. Fasoon is bound by the customer’s instructions in this regard and will comply with them.
By accepting these General Terms and Conditions, the customer also acknowledges the provisions of the Agreement on Commissioned Data Processing (ADV) in its current version. The current version of the ADV shall apply and can be downloaded in a printable format.
The customer is, concerning data protection, legally responsible for the data and therefore solely entitled to determine his data. He assures that he is authorized to process the data of the persons involved and processes them lawfully in accordance with the relevant provisions. The customer indemnifies Fasoon against any claims of third parties (including data subjects) in case of legal violations, unless Fasoon, within its liability limits, is solely responsible for such violations due to breaches of duty attributable to it.
Fasoon uses contract processors to obtain necessary services such as hosting applications, conducting webinars, providing support or customer satisfaction surveys. These processors are carefully selected and contracted by Fasoon. They are bound by their instructions and are regularly monitored. They receive data only to the extent necessary to provide the specifically agreed processing services. The processing takes place in Switzerland or in a member state of the EU or the EEA, whereby an appropriate level of data protection is ensured. For data processed outside of these states, Fasoon provides appropriate safeguards such as the conclusion of standard data protection clauses for data transfer abroad. Upon request, Fasoon will provide information about its processors.
13. Customer relationship information
Fasoon’s customers acknowledge that Fasoon will be informed about an established customer relationship with a partner bank in the context of the cooperation with the partner banks. By accepting these GTC, Fasoon’s partner banks are authorized to exchange information regarding the customer relationship with Fasoon in the context of the account opening process and are hereby released from the bank client confidentiality.
The customer agrees that Fasoon may forward the customer data to the partner companies so that the partner company can contact the customer and advise him accordingly.
Any claims for damages against Fasoon arising from impossibility of performance, breach of contract, culpa in contrahendo, and illicit acts are excluded, except in cases of intent or gross negligence. Liability for slight negligence is explicitly excluded. Liability for indirect and consequential damages and loss of profit resulting from the use, malfunction or failure of the service is excluded. Liability for direct damages is limited to a maximum of the sum of the services and products purchased by the customer. This limitation of liability does not apply to direct damages caused by gross negligence or intent.
The customer is obliged to claim any damages from Fasoon within six months after the occurrence of the damage.
These exclusions and limitations of liability, to the extent permitted by law, apply to both contractual and non-contractual claims of the customer.
Any strict liability of Fasoon is excluded. In particular, Fasoon is not liable for malfunctions for which it is not responsible, especially not for security deficiencies and operational failures of third party companies with which it cooperates or on which it is dependent. Fasoon does not provide any warranty, guarantee or liability for hardware, products or additional services of third parties which are integrated when using the applications. Fasoon is not party to the legal relationship that exists between the customer and these providers for these additional services.
In particular, the customer is liable and indemnifies Fasoon from any claims (including claims, damages, loss of profits, legal defense costs, etc.) related to the use of the applications based on the customer’s violation of applicable laws, regulations or these general terms and conditions, the customer’s use of the applications in a wrongful or immoral way, the customer’s violation of third party rights, including intellectual property or data protection rights.
Any liability for auxiliary persons is fully excluded.
15. Advertising communication
Fasoon is authorized to send the customer, even without the customer’s explicit consent, information about the applications or its own similar contractual products or the additionally used services by e-mail or letter or to contact the customer by telephone. Fasoon has a legitimate interest to contact the customer for promotional purposes. There is a right to object to the sending of such e-mails or calls at any time. Opting out can be done by using the unsubscribe link in the e-mail or by contacting Fasoon directly at email@example.com.
Fasoon may pass on contact data of the customer to a partner company of Fasoon (these partner companies are listed at https://fasoon.ch/unsere-partner/). An advertising approach is carried out within the scope of legal regulations.
The customer can revoke his consent at any time by using the contact details in the imprint of the website or by clicking on the unsubscribe link in a newsletter. Fasoon will then cancel his participation in the advertising approach (e.g. from the newsletter). Further processing of his data remains possible as far as their use is further permitted or allowed by law.
Fasoon may use contracted service providers for the sending and processing of marketing communications, such as the sending of the newsletter, and pass on data to these service providers. A service provider commissioned for this purpose will be carefully selected and will comply with data protection laws. He is bound by instructions and is regularly monitored. He receives data only to the extent necessary to provide the specifically agreed upon processing of data on behalf of Fasoon. In case of data transfer abroad, Fasoon will ensure an adequate level of data protection by means of appropriate guarantees. Upon request Fasoon will provide information about the contracted service provider.
16. Intellectual property rights
All rights to services and products as well as any trademarks are owned by Fasoon or Fasoon is authorized to use them by the owner. Neither these GTC nor the associated agreements contain the transfer of intellectual property rights, unless it is explicitly mentioned. Furthermore, any further use, publication and publication of information, image and text material as well as other material received by the customer in connection with these terms and conditions is prohibited, unless it is explicitly authorized by Fasoon. If the customer uses contents, pictures or text material in connection with Fasoon in which third parties have a property right, the customer has to ensure that no property rights of third parties are violated.
17. Severability clause
If any provision of these GTC or an attachment to this contract is invalid or ineffective, this shall not affect the validity of the remaining provisions and these GTC as a whole. The contracting parties shall replace an invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall also apply to any contractual loopholes.
18. Amendment of the GTC
Fasoon reserves the right to change these GTC at any time. The new version of the GTC will be effective upon publication on the Fasoon website.
The version of the GTC valid at the time of the order is applicable for the customer and cannot be changed unilaterally for this order.
These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which specify the provisions of these GTC shall take precedence over these GTC.
Both parties as well as their auxiliary persons are obliged to treat all information submitted or acquired in connection with the services as confidential. This obligation remains in force even after termination of the contract.
Information marked as confidential by Fasoon or recognizable as confidential from the circumstances is to be considered a business and trade secret of Fasoon and to be kept secret. The customer will not use such information, neither for his own purposes, nor transfer it in whole or in part to unauthorized third parties, nor make it available in any other way.
21. Force majeure
If the timely fulfillment of the contract is made impossible as a result of force majeure (e.g. natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions, uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage) either for Fasoon, its suppliers or third parties, Fasoon is exempted from the fulfillment of the affected obligations for the duration of the force majeure as well as for a reasonable period of time after its end. If the force majeure lasts longer than 30 days, Fasoon may withdraw from the contract. Any payment already made is to be refunded in full by Fasoon.
Any further claims, especially claims for damages due to force majeure, are completely excluded.
22. Other provisions
The customer cannot transfer any rights from this relationship of use to third parties. Fasoon is entitled to assign all rights and obligations arising from this user relationship to third parties. The customer hereby agrees to any such assignment.
Any general business or license conditions of the customer are hereby waived.
Changes and additions to these General Terms and Conditions must be made in writing. This also applies to the cancellation of this written form clause. Unilateral changes and additions to the General Terms and Conditions as well as to the prices by Fasoon remain exempt from this requirement.
These General Terms and Conditions are available in different languages. In case of discrepancies or contradictions, the German version of the General Terms and Conditions shall prevail.
23. Place of Jurisdiction and Applicable Law
These GTC and the entire legal relationship between Fasoon and you are governed by Swiss law, excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG). As far as legally permissible, the place of jurisdiction is the registered office of Fasoon. Otherwise, the place of jurisdiction is the customer’s place of residence.
Last update: 17.08.2023