General Terms and Conditions (GTC)

QR Labeling GmbH, a Swiss company (hereinafter the “Provider”), makes selected services, in particular digital services (hereinafter the “Offering”), available to customers in Switzerland (hereinafter collectively the “Customers”).

These General Terms and Conditions (GTC) govern the legal relationship between the Provider and the individual Customers (hereinafter collectively the “Parties”) in connection with the Offering. The Customers must accept these GTC in order to be permitted to use the Offering.

These GTC form part of all present and future agreements between the Parties in connection with the Offering, even where their applicability has not been or is not expressly agreed.

In the event of contradictions, individual contractual agreements between the Parties take precedence over these GTC. Any general terms and conditions of the Customers do not apply in relation to the Provider.

These GTC were drawn up in German. In the case of translations into other languages, the German version of the GTC prevails in the event of any contradictions.

The Customers may order services from the Offering via the communication and sales channels offered by the Provider for this purpose. The Provider provides information on details in connection with the Offering on request or at its own discretion. Such information may in particular include details of the scope of services, the price and availability.

Unless expressly offered or agreed otherwise, the contract between the Parties is concluded when the Provider accepts an order, in particular by confirming a corresponding registration. The contract is also concluded when the Provider enables the Customers to use services from the Offering and the Customers use these services.

The subject matter of the contract is the use, in whole or in part, against payment or free of charge, of the agreed services from the Offering. The details of use are governed by the individual contractual agreements.

The Customers and the individual persons who use the Offering in connection with the Customers (hereinafter collectively the “Users”) require their own functioning internet connection to the digital infrastructure of the Provider in order to use it. To the same extent, the Customers and the Users require suitable hardware and software, such as a current browser on a suitable smartphone, tablet or other computer.

For the duration of the respective contract term, the Provider grants the Customers the non-exclusive, non-transferable and non-sublicensable right to use the Offering in Switzerland in the browser or by other means offered. For services that the Provider obtains from third parties, the scope of the right of use granted corresponds to the right of use granted to the Provider by such third parties. All other rights remain with the Provider.

The Customers are not entitled to use the Offering beyond the right of use granted, to have it used by third parties, or to make it accessible to third parties other than the Users.

The Customers are obliged to use the Offering exclusively in compliance with the law and in accordance with any requirements of the Provider as well as these GTC and other contractual agreements. The Customers are solely responsible for complying with the applicable law, in particular in connection with any consents required from the Users and other persons.

When using the Offering, the Customers are obliged not to record, distribute or refer to any fraudulent, discriminatory, erotic, false, misleading, pornographic, racist, harmful, criminal, unsafe, injurious or unlawful content. The Customers are furthermore obliged not to record, distribute or refer to any content that infringes intellectual property rights, personality rights or other rights of third parties.

The Customers bear sole responsibility for the use and fully indemnify the Provider against any claims of third parties in this connection. The Customers bear all costs of the Provider associated with the defence against any claims of third parties. The Customers furthermore bear all costs of the Provider associated with an allegedly or actually unlawful use by the Customers.

In the event of a breach of obligations under these GTC or other contractual agreements, the Provider is entitled to issue a warning to the Customers and to set a reasonable deadline for compliance with the respective obligations. After expiry of the deadline, or in the event of a serious breach of obligations also without a warning, the Provider is entitled to suspend use as a precaution, to withdraw the right of use permanently or temporarily, or to terminate all contractual agreements without notice.

The Provider provides information on the current scope of services on request or at its own discretion, for example on its own official website.

The Provider updates, develops and improves the Offering at its own discretion. During the respective contract term, the Provider makes the current version of the agreed services available to the Customers for use, with at least the agreed scope of services.

The Provider may, at its own discretion, restrict the scope of services vis-à-vis the Customers as of the next possible ordinary termination date. The Customers must terminate the contract by ordinary notice if they do not agree with such a restriction.

The Provider may, at its own discretion, offer supplementary services, for example training or support. Such services may be offered, in whole or in part, against payment or free of charge.

The Provider makes the Offering available to the Customers 24 hours a day, seven days a week. The Provider is entitled to operate the Offering, in whole or in part, together with suitable third parties or to have it operated by suitable third parties.

The Provider cannot guarantee complete freedom from errors or availability at all times. In particular, use may be restricted or impossible due to maintenance work.

Where possible, the Provider carries out any maintenance work at off-peak times or at weekends. The Provider communicates planned maintenance work in an appropriate form.

The Customers are obliged to report any defects in connection with the Offering to the Provider without delay, but at the latest within ten days, in a form that allows proof by text. Defects that are not reported, or not reported in time, are deemed accepted.

Despite professional competence and care, the Provider cannot completely avoid errors and disruptions. Any errors and disruptions are examined within a reasonable period after discovery by the Provider or after receipt of reports from the Customers, as part of maintenance work on working days (Monday to Friday) during the Provider’s usual working hours, and remedied where possible. The Provider cannot, however, guarantee that all errors and disruptions can be remedied. In the case of errors and disruptions that cannot be remedied, the Provider endeavours to find customer-friendly solutions.

The Provider invoices the Customers for any fees. The Provider decides at its own discretion on the payment options offered. The Provider is entitled, without giving reasons, to demand payments on account or advance payments.

The Provider may, at its own discretion, adjust any fees at any time. The Customers must terminate the contract by ordinary notice if they do not agree with such an adjustment. Without termination, an adjustment is deemed accepted.

The Customers are obliged to pay any fees on time. The payment period is governed by the information provided by the Provider. In the absence of such information, payments are due immediately. The date of receipt of payment by the Provider is decisive in each case.

Upon expiry of the respective payment period, the Customers are automatically in default without a payment reminder. In the event of default, the Provider is entitled to charge a flat fee of CHF 20.00 per payment reminder for the administrative effort. The Provider is furthermore entitled to charge interest of 5.0 % per year in the event of default.

In the event of default, the Provider is entitled, without prior notice, to suspend use, to withdraw the right of use, or to terminate all contractual agreements without notice.

The processing of personal data by the Provider on behalf of the Customers in connection with the Offering is governed by the Provider’s Data Processing Agreement (DPA). The DPA forms part of these GTC.

The Customers are solely responsible for complying with the applicable law in connection with personal data and the protection of personality rights. The Provider may support the Customers, without obligation, with consent and information mechanisms, notices or templates.

The Provider expressly acknowledges that the Customers may be subject to statutory confidentiality obligations under Swiss law. The Provider will keep all data of the Customers confidential for as long as required under the applicable Swiss law, in particular also after expiry of the contract.

The Provider is obliged to impose at least equivalent confidentiality obligations on its employees, agents and other auxiliary persons.

The Provider is obliged to comply with the obligations regarding the processing of personal data on behalf of Customers, mutatis mutandis, also for all other data of Customers. These provisions concern in particular ensuring data security appropriate to the risk by means of suitable technical and organisational measures (TOM) and the notification of any breaches of data security.

The Provider discloses the data of the Customers to third parties exclusively in order to be able to carry out instructions of the Customers or to fulfil obligations under the contractual agreements.

The Provider discloses the data of the Customers directly to state authorities exclusively if it assumes that it is obliged to make such a disclosure on the basis of a valid and binding order of a competent authority. In such a case, the Provider will, where legally permissible, inform the affected Customers of the ordered disclosure or the ordered access in order to enable the Customers concerned to defend themselves against such an order.

The Provider may use data of the Customers in aggregated or anonymised form for its own purposes, in particular for development and quality assurance in connection with the Offering.

The Customers expressly acknowledge that absolute compliance with the confidentiality obligations may not be possible for the Provider, for example in the case of orders by state authorities or where the Offering is operated, in whole or in part, together with or by third parties, possibly also in other countries.

The Provider operates the Offering with professional competence and care, but cannot guarantee a specific result or complete availability at all times.

The Provider is liable exclusively for direct damage caused by gross negligence or wilful intent arising from the performance or non-performance of obligations towards the Customers under these GTC and other contractual agreements. The Provider is expressly not liable for indirect and consequential damage, for claims of third parties, for lack of success, for lost profit or for additional expenses incurred by the Customers and the Users.

The Provider is furthermore expressly not liable if the obligations arising from these GTC and other contractual agreements are fulfilled only partially or not completely due to force majeure. Force majeure includes in particular attacks and explosions, uprisings, wars and civil unrest, lightning strikes and fires, natural disasters such as landslides, earthquakes and floods, contagious diseases, epidemics and pandemics, nuclear accidents, the restriction or interruption of the power supply and of telecommunications services, strikes, magnetic storms, unforeseen weather conditions and official directives such as ordered prohibitions. Any continuing effects of the COVID-19 pandemic are expressly also deemed force majeure.

The limitation of liability under these GTC applies irrespective of the respective legal basis. Any further mandatory liability remains reserved.

Unless expressly agreed otherwise, the contract between the Parties is concluded for an indefinite period. Unless expressly agreed otherwise, the contract may be terminated by either Party by ordinary notice of three months to the end of a month.

The contract may be terminated by either Party extraordinarily and without notice for good cause, in particular if a) the other Party materially breaches the contract and fails to remedy this breach within 30 calendar days despite a warning, or if b) bankruptcy proceedings are opened against the other Party, the other Party declares itself insolvent or is insolvent, applies for a debt restructuring moratorium, makes preparations for dissolution or liquidation, or ceases its professional or business activities in whole or in part.

The Provider may furthermore terminate the contract extraordinarily and without notice if, in the Provider’s assessment, legal or regulatory reasons do not permit continued operation.

Termination must be made in a form that allows proof by text. The burden of proof for delivery of the notice of termination lies with the terminating Party.

After expiry of the contract, the Provider grants the Customers a period of 30 days to back up their data. After expiry of this period, the Provider is entitled to delete the data of the Customers concerned.

The Provider may adjust the Offering and these GTC at any time at its own discretion. The Provider informs the Customers of material adjustments in an appropriate form. The Customers must terminate the contract by ordinary notice if they do not agree with adjustments. Without termination, adjustments are deemed accepted.

Unless expressly accepted, offered or agreed otherwise, notices and other communications to the Provider must be addressed by the Customers in writing to the registered office address of the Provider. Unless expressly agreed otherwise, the Provider may, at its own discretion, address notices and other communications in writing to the business or registered office address of the Customers or to the e-mail addresses notified by the Customers. Notices and other communications to such e-mail addresses are deemed delivered.

Rights and obligations arising from the contractual relationships between the Parties may not be assigned or transferred without the express consent of the Provider. The Provider is entitled to assign or transfer rights and obligations arising from the contractual relationships between the Parties to parent, sister or subsidiary companies or to a successor of the Provider in connection with the Offering.

Should individual provisions of these GTC or of other contractual agreements between the Parties prove to be void or ineffective, the validity and effectiveness of the remaining contractual agreements between the Parties shall not be affected. In such a case, the Parties will adjust the affected contractual agreements in such a way that the purpose pursued by the void or ineffective provisions is achieved as far as possible.

The legal relationship between the Parties, including these GTC, is governed exclusively by Swiss law, to the exclusion of the conflict-of-laws provisions of Swiss and international private law and of international treaties, in particular to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction is the registered office of the Provider in Switzerland. The Provider is furthermore entitled, at its own choice, to assert its claims also at the registered office of the Customers concerned. Mandatory places of jurisdiction remain reserved.