Fiduly is a cloud software service
By ordering the software service on Fiduly homepage from Limpiditi sàrl (hereafter referred to as “the provider ») the Subscriber ( hereafter referred to as “Subscriber” or « You ») unconditionally accepts the following General Terms and Conditions (“General Terms and Conditions,” or “GT&Cs”). The Provider reserves the right to amend these terms and conditions at any time. The amended terms and conditions shall become effective upon being published on the website.
1. Software as a Service (SaaS) Agreement
a. The Provider shall provide its Subscribers with SaaS services in the business software area via the Internet.
b. The subject of the Agreement shall be:
c. The provision of the Provider’s software for use over the Internet, and
d. The storage of the Subscriber’s data (data hosting).
2. Software Licensing
a. For the duration of the Agreement, the Provider shall make the “Fiduly” software solution, in its current version, available to the Subscriber for use via the Internet, for a fee. For this purpose, the Provider shall store the software on a server that can be accessed by the Subscriber via the Internet.
b. The Provider shall constantly develop and improve the software through ongoing updates and upgrades. The current functionality can be found in the service description on the Provider’s website (www.Fiduly.com).
c. The Provider shall continuously monitor the functionality of the software and shall eliminate any software errors according to the technical possibilities.
3. Rights of Use of the Software
The providor grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
a. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
b. the Subscriber is responsible for all Invited Users’ use of the Service;
c. the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
d. The Subscriber may not copy or edit the software unless this is expressly permitted in the current service description on the website.
4. Data Hosting
a. The Provider shall provide the Subscriber with a defined storage space on a server for storing its data. Should the storage space be insufficient for storing the data, the Provider shall inform the Subscriber in a timely manner. Should the Subscriber subsequently fail to order additional storage space for a fee, the data exceeding the available storage space will no longer be stored.
b. The Provider shall ensure that the stored data can be accessed via the Internet within the scope of technical possibilities.
c. The Subscriber is not entitled to provide the said storage space for use to a third party, in part or in full, whether for a fee or free of charge.
d. The Subscriber undertakes not to store any content in the storage space, the provision, publication and use of which violates any applicable laws or agreements with third parties.
f. The Provider is obliged to take appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-‐party access to the User’s data. For this purpose, the Provider shall back up the data on a regular basis.
5. Fee
a. The Subscriber undertakes to pay the Provider the fee agreed in accordance with its subscription plus the statutory VAT for the software licensing and the data hosting.
b. The Provider shall send the Subscriber a statement with the contractually owed fee.
c. The Provider is entitled to adjust the fees and service contents by notifying the User in writing on the next possible termination date. The reasons for such a change in service are, in particular, technical progress and the further development of the software. Should the Subscriber not wish to continue the Agreement at the adjusted rates, it is entitled to terminate the Agreement extraordinarily with a 14 days’ notice at the time of the change.
6. Duration/Termination/Cancellation
a. The contractual relationship shall begin upon registration by the Subscriber. Subscribers currently have the option of choosing between monthly and annual subscriptions.
b. Monthly subscriptions are concluded for an indefinite period of time and may be terminated by either party by giving a one month’s notice at the end of the month.
c. Annual subscriptions are concluded for a period of one year. As long as the Subscriber does not terminate the subscription at least 30 days before the end of the one-‐year period, the subscription is automatically renewed for another year. The annual subscription is invoiced annually in advance.
d. Form of termination: Termination shall take by sending and email to info@fiduly.com. Following the termination, Fiduly will send an email with confirmation. Once the confirmation has been received, the User account will be terminated after the expiration of the termination period.
e. The parties are free to immediately cancel the Agreement for good cause. Such good cause for the immediate cancellation of the Agreement shall exist for the Provider, in particular:
1. If the Subscriber goes bankrupt or the opening of bankruptcy proceedings has been stopped for lack of assets;
2. If the Subscriber is in arrears with its payment obligations arising from this contractual relationship to the extent of at least one month’s fee, and if the Subscriber has been sent a reminder about setting a grace period of two weeks and a warning to cancel the Agreement, to no avail;
3. If the Subscriber culpably violates legal regulations or interferes with copyrights, industrial property rights, or naming rights of third parties when using the contractual services; and
4. If the Subscriber uses the marketed services for the purpose of promoting criminal, unlawful, or ethically questionable actions.
7. Confidentiality
a. The Provider undertakes not to disclose any confidential processes, in particular business or trade secrets of the User, which have come to its knowledge in the course of preparing, implementing and fulfilling the Agreement, and undertakes not to disclose this information to the external third parties without the User’s authorization. This shall apply to any unauthorized third parties unless the disclosure of the information is necessary for the proper fulfillment of the Provider’s contractual obligations.
b. The Subscriber authorizes the Provider to name the Subscriber publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes.
8. Severability Clause
a. Should individual provisions of the Agreement be invalid in whole or in part, any invalid provisions shall be reinterpreted, supplemented, or replaced in such a way that the commercial purpose pursued by the invalid provision is achieved. The same shall apply in the event that the Agreement contains any loopholes.
9. Place of Jurisdiction & Choice of Law
1. The parties agree that all legal relationships arising from this contractual relationship shall be governed by the law of the Swiss Confederation to the exclusion of the provisions of Private International Law (PIL) and the UN Convention on Contracts for the International Sale of Goods (CiSG).
2. Canton de vaud is agreed as the exclusive place of jurisdiction for all disputes arising in connection with the fulfillment of this contractual relationship.
