GENERAL TERMS AND
CONDITIONS

SECURERACK
INFRASTRUCTURE AS
A SERVICE (IAAS)

 
 

1. OBJECT OF AGREEMENT

The present General Terms and Conditions govern the mutual rights and obligations of Backbone Solutions AG (hereinafter, "Backbone Solutions") and the Client or Partner (hereinafter, "the Client"). Clients of Backbone Solutions shall mean legal and natural persons who receive services from Backbone Solutions.

With the Client's consent (in writing or by electronic means) or upon use of the services, the Client accepts the present General Terms and Conditions as an integral component of the Agreement between him/her/it and Backbone Solutions.

Agreements, which deviate from the present GTCs, must be set out in writing.

SecureRack products shall hereinafter be referred to as "the Infrastructure".


2. COMMENCEMENT / DURATION / TERMINATION OF THE AGREEMENT

The Agreement with Backbone Solutions shall enter into force upon acceptance of order via the online order form or otherwise by electronic means or upon signature of a written order form / agreement.

The Services Agreement shall be concluded for an indefinite duration, unless otherwise agreed. The minimum duration of an Agreement with SecureRack vDatacenter shall be 1 month, with SecureRack Dedicated Server/Backup the minimum duration of the Agreement shall be 12 months.

Notice periods for terminating an Agreement with SecureRack vDatacenter:

Each contractual party can terminate the Agreement with a notice period of 30 days to the end of the respective month. Termination must be effected in writing or by electronic means. By mutual agreement, the Agreement can be terminated within different time limits or to another date.

Notice periods for terminating an Agreement with SecureRack Dedicated Server/Backup:

Upon expiry of the minimum duration of the Agreement, the notice period shall be 3 months to the end of the quarter (31st March, 30th June, 30th September, and 31st December). Termination must be effected in writing or by electronic means. By mutual agreement, the Agreement can be dissolved within different time limits or to another date.

The Client takes note that commencing use of the services prepared for him/her/it by Backbone Solutions may be delayed as a result of force majeure events or for organisational or technical reasons. The Client cannot derive any rights vis-à-vis Backbone Solutions in such circumstances.

Backbone Solutions may terminate the Agreement for good cause at any time and with immediate effect. This shall apply, where the services provided are obtained or used in an unlawful or inappropriate manner, where unauthorized third parties are given access to the said services or the said services are passed on to such third parties, or where the conditions of use provided by Backbone Solutions or third parties are violated. Where bankruptcy, insolvency, liquidation or other similar proceedings are initiated in relation to the Client, Backbone Solutions is entitled to terminate the Agreement without notice. In such cases, Backbone Solutions shall bear no liability nor be obliged to pay compensation.


3. BACKBONE SOLUTIONS - SERVICES / OBLIGATIONS

Backbone Solutions shall be responsible for the constant availability of its Infrastructure. Backbone Solutions can offer no guarantee that service provision will be free from interruption. Where there are disruptions to use of the services provided, the Client shall only be entitled to withdraw from the present Agreement insofar as he/she/it has informed Backbone Solutions of the disruption in detail, in writing or by electronic means, and has twice set a reasonable deadline for the problem to be remedied. Notified interruptions of services, in particular as a consequence of maintenance work, shall not be deemed to be disruptions.

In principle, services shall be available for the Client to use 24 hours per day, 7 days per week. This is unless otherwise agreed and subject to disruptions of a technical nature, which lead to interference with the services provided.

Maintenance works, which interfere with the services provided shall normally be notified at least 2 weeks in advance.

Backbone Solutions is entitled to amend the present GTCs. Any amendment to the GTCs shall be notified to the Client in writing or by electronic means and, unless the Client raises an objection thereto within 7 days, shall be deemed to be accepted. Where the Client does not agree to amendments to the GTCs, he/she/it is entitled to terminate the Agreement with a notice period of 30 days to the end of the month (even within the minimum duration of the Agreement).

Credit notes for services cannot be paid out and no right to reimbursement is granted.

Backbone Solutions may use third party companies and sub-contractors to fulfil the Agreement.


4. CLIENT - OBLIGATIONS

Unless otherwise agreed in writing, services provided by Backbone Solutions may only be used by the Client/s referenced in the application form/agreement or by the employees of such Client/s and, where applicable in the context of a contract for work or services, by third parties contracted to carry out such work or services and only insofar as the services provided by Backbone Solutions are directly linked to the exercise of their obligations under the said contract for work or services. The Client is prohibited from allowing third parties to access and use Backbone Solutions services, insofar as this is not expressly permitted in the Agreement.

The Client undertakes to ensure that its employees also comply with the obligations incumbent upon him/her/it under the Services Agreement. This provision shall also apply to third parties engaged to carry out work or services.

The Client undertakes to inform Backbone Solutions immediately of any defects, disruptions or nonavailability of services, which affect operational capacity. This obligation shall apply, in particular, to use of the services that is unlawful or in violation of the Agreement by him/her/it, his/her/its employees, engaged third parties or unauthorized third parties.

The Client further undertakes to comply with statutory data protection, telecommunications and copyright regulations under cantonal and federal legislation pertaining to his/her/its exchange of data and information.

The Client warrants that the data that he/she/it has provided to Backbone Solutions is accurate and complete.

The Client undertakes to inform Backbone Solutions immediately of any amendment to the said data (change of address, change of contact person, etc.).

The Client undertakes not to disclose access information received from Backbone Solutions to unauthorized persons. Where, through fault of the Client, third parties use Backbone Solutions services by misuse of passwords, the Client shall be liable to pay Backbone Solutions user charges and compensation.

The Client is prohibited from making the following services available and from running the said services on dedicated or virtual servers: P2P Currency Exchange, Internet Relay Chat (IRC), Anonymization Services, cryptocurrency mining, Grid computing - and sending spam mails and causing excessive traffic by file downloads. Where Backbone Solutions ascertains that a Client is operating prohibited services on his/her/its server, Backbone Solutions shall be entitled to block and deactivate the Client's account with immediate effect.

The Client is responsible for his/her/its services and backup processes for the Infrastructure provided by Backbone Solutions. 


5. SECURERACK vDATACENTER - CHARGES

Remuneration for services provided by Backbone Solutions shall be based on Backbone Solutions' current price lists. Backbone Solutions is entitled to amend charges at any time. Information on pricing changes shall be communicated in writing or by electronic means with a notice period of 30 days. Where the Client does not agree to the pricing changes, he/she/it shall be entitled to terminate the Agreement with a notice period of 30 days to the end of the month. Improvements to the services provided for the same charge or a reduced charge may be implemented by Backbone Solutions without prior notice.

Charges shall be invoiced to the Client monthly in advance. Invoices shall be sent to the Client electronically by email. The email address used for sending invoices shall be the email registered in the User Account. In addition, the User Account shall mark the status of each invoice as "Paid" or "Open". Services are provided on the basis of pre-payment and open invoices must be paid before use. In the event of non-compliance with the payment terms and after a second reminder by email, the account shall be automatically blocked. Upon payment of the outstanding invoice amount, the account will be automatically activated. Where the outstanding amount is not paid within 30 days of the account being blocked, the Agreement shall be terminated without notice and the account deactivated. Backbone Solutions shall assume no liability for consequential damages flowing from account deactivation (e.g. loss of data).


6. SECURERACK DEDICATED SERVER/BACKUP - CHARGES

One-off set-up costs shall be invoiced after both parties have signed the Agreement. Upon receipt of payment, Backbone Solutions will initiate the Infrastructure set-up process. Payment of monthly charges shall be made on a quarterly basis in advance. Invoices must be paid within 30 days. Invoices shall be issued electronically by email.

Pricing changes on the part of Backbone Solutions shall be notified to the Client in writing or electronically at least 4 months in advance. During the minimum term of the agreement of 12 months, Backbone Solutions may only change prices by mutual agreement.

In the event of default of payment, Backbone Solutions shall be entitled to block the Client's access to the Infrastructure. The Client shall remain obliged to pay monies owed under the Agreement in addition to charges incurred. In the event of non-compliance with the payment terms and after a two reminders by email, the Infrastructure shall be deactivated. Backbone Solutions shall assume no liability for consequential damages flowing from deactivation (e.g. data loss).


7. LIABILITY

Backbone Solutions shall make every effort to ensure that the services provided are of flawless quality, within the scope of its human resources and technical capabilities.

Insofar as permitted by law, Backbone Solutions excludes all liability for direct and indirect consequential damages and also for suppliers engaged by him/her/it to fulfil the Agreement.

Under no circumstances shall Backbone Solutions be held liable for damages caused by the Client, which lead to malfunction of the Infrastructure.

The Client may be called to account and held liable for damages incurred by Backbone Solutions or third parties as a result of his/her/its use of the Infrastructure.


8. DATA PROTECTION

Backbone Solutions uses the Client's data within the framework of statutory provisions and handles data with strict confidentiality. Client data shall not be sold or passed on to third parties and shall be stored exclusively on servers in Switzerland.

Backbone Solutions shall protect the Client's data and employ suitable measures to safeguard, in particular, access to data and transport, storage and inputting of data.

The Client is entitled to request information about the data that Backbone Solutions stores on his/her/its behalf.

In the event of unlawful or unethical data processing, Backbone Solutions is entitled to provide the Client's data to the Swiss prosecuting authorities. This shall be done only upon request of the prosecuting authorities.


9. CONCLUDING PROVISIONS

The present General Terms and Conditions, in connection with the Services Agreement, govern the rights and obligations between Backbone Solutions and the Client.

In the event of conflict between versions of the individual contractual documents in different languages, only the version in the German language shall be authoritative. Backbone Solutions reserves the right to provide the Client with performance/data sheets in their English language version only as the authoritative version.

Where a provision of the Agreement concluded with the Client is null or legally ineffective, the other provisions shall continue to be valid. The null or legally effective provisions should, in such case, be replaced by an effective provision, which comes as close in economic effect to that of the ineffective provision as legally possible.

The place of performance and place of jurisdiction shall be Schwyz, SZ (Switzerland). The present Agreement and its integrated contractual components are subject to the Swiss Code of Obligations.