Cloud Terms and Conditions
1. Subject of the contract
This "Agreement" defines the contractual relationship between the Client (hereinafter "Client") and Micro Consulting Inc. (hereinafter "MC"). This Agreement relates to the provision by MC, in the form of a service (hereinafter referred to as "Cloud Service") hosted via the Internet network of Office Maker and BiblioMaker software (hereinafter referred to as "Software"), against payment of a monthly fee invoiced quarterly or as agreed with the Customer. The Service includes hosting, making the Software available, installing it at the host, maintaining the Software by regularly installing updates, regularly backing up the Customer's data and providing telephone assistance (whose scope and limitations are defined in point 8).
2. Applicability, entry into force of the Contract
The Customer acknowledges having read this Agreement, and accepts the terms and conditions in their entirety, when placing an order and this order is accepted by MC. The Contract is deemed to have been concluded and comes into force when the Cloud Service is put online and the access codes (see point 4) have been transmitted to the Customer.
3. Duration, renewal and termination of the Contract
The Contract is entered into for an initial period of twelve months as of its entry into force. It is then tacitly renewed for the same duration, year after year. It may be cancelled by registered mail by either party at least three months before the next deadline.
4. Software installation at the Client
The installation, on the Client's workstations, of the software component required to access and run the Cloud Service can be performed by the Client itself. If the Customer requests MC to take charge of this installation, it will be invoiced by MC at the current hourly rate.
5. Access codes
MC sends the initial access codes by e-mail, after MC has received the payment of the invoice for the first period. These access codes allow the connection of the Client workstations to the host. The maximum number of simultaneous accesses to the Service is determined at the conclusion of the Contract.
6. Cloud Service Availability
The Cloud Service is always available, except in case of force majeure or failure not attributable to MC or during maintenance operations (installation of updates or problems attributable to the host for example).
7. Software updates
MC is responsible for installing software upgrade versions of the Software. Updates are installed as far as possible outside the normal working hours in Switzerland.
Micro Consulting provides the Customer with a telephone hotline, available every working day, according to the timetable indicated on the bibliomaker.ch website in the "Services" section. The duration of a call is limited to 15 minutes. Calls are received at the normal telephone rate and are not overcharged. This service may require, for a better efficiency, the installation and use by the Customer of a remote maintenance program, without this being an obligation. Micro Consulting bears the costs of the commercial operation of the remote maintenance programme; the operation of the programme is free of charge for the Client. Questions can also be sent by e-mail directly from the Software. An answer will be given as soon as possible. Micro Consulting does not guarantee immediate access or permanent availability of the helpdesk, but makes every effort to ensure that it is provided in the best possible conditions.
The Help Desk is intended to solve problems related to the current use of the Software, when the accompanying documentation is not sufficiently explicit or when an error message is encountered. The service gives instructions on how to deal with the problem but does not carry out the work of the Customer in its place. If necessary, the Customer will be asked to refer to the documentation. The helpdesk does not replace training. When the service requested by the Customer is outside the scope of free assistance, the intervention will be invoiced. The Customer will be notified in advance and an estimate of the cost will be sent to him/her.
9. Hosting company
The provision of the Cloud Service is made through a hosting provider, which is a third party company chosen by MC and which the Customer accepts without restriction as such. The hosting provider guarantees that the Customer's data and software are hosted on data centers located in Switzerland. MC provides the Customer with detailed documentation on the services offered by the hosting provider and the level of security offered. MC reserves the right to change hosting provider at any time without affecting the services offered.
10. Monthly fee amount
The cost of the Cloud Service is determined at the time the Customer's order is accepted by MC. It depends on the Software accessible via the Cloud Service, the maximum number of simultaneous simultaneous accesses allowed by the Software. The cost is per managed entity and for data not exceeding 1 GB. If the size of 1 GB is exceeded, the monthly fee will be increased for each additional GB. MC reserves the right to change the cost of the Cloud Service at any time.
11. Contract amendment
MC undertakes to notify the Customer in advance of any price or hosting changes in writing. The Customer has a period of thirty days to refuse this proposal to modify the Contract. In the event of rejection of the new terms and conditions, MC may cancel the contract with six months' notice by the end of the month. If the Customer does not reply within thirty days, the proposal will be considered as accepted. Changes requested by the Customer, in particular the maximum number of simultaneous accesses to the Software or concerning the Software that is the subject of the Service Cloud, will result in an adjustment of the monthly fee.
12. Payment conditions
After the first payment, monthly payments for subsequent periods are invoiced thirty days in advance. Generally, the terms of payment are ten days net, without discount.
13. Late payment
In case of non-payment by the Customer of the monthly payments due, the Cloud Service will be suspended by MC. However, the Customer may continue to have access to his data, but only in consultation, for a period of three months. After this period, the Contract will be considered terminated. The Customer shall have an additional period of one month in which to request that his data be retrieved, in accordance with the conditions set out in point 14.
14. Data ownership
The data entered by the Customer remains its sole property. In the event of a normal interruption of the contract, and upon the Customer's written request within three months after the end of the Contract, MC shall deliver to the Customer its data and a single-user, local version of the Software, allowing only consultation. An export of data such as addresses, items, postings and employees can be done by the Customer himself. This work can also be entrusted to MC. In this case, this service will be invoiced at the current hourly rate.
15. Data protection and security
All customer data collected by MC in the normal course of business relations or to which MC employees may have access in connection with the performance of a service are treated confidentially. No information is transmitted to third parties, except with the express permission of the Customer. MC complies with the provisions of the Swiss Data Protection Act (SR 235.1).
16. Software license
Office Maker software is published by MC and is subject to special conditions relating to its exploitation, conditions defined by the software license. The software license is available on MC's website (www.bibliomaker.ch).
17. Warranty, limitation of liability
It is the Customer's responsibility to verify the operation of the Software and to ensure that it is free from defects, incompatibilities or insufficiencies and that it meets the Customer's needs. For this purpose, MC makes local versions of the Software available to the Customer, with demonstration data, free of charge. As soon as the Contract is deemed concluded, the monthly payments already invoiced cannot be cancelled or refunded by MC. In no event shall MC be liable for any damages whatsoever resulting from the use of the Software. Technical interventions, including correction or modification of parameters or data, are not subject to the obligation of result. It is the Customer's responsibility to verify the accuracy of the modifications made during the interventions, the Customer being solely responsible for its data. No claims for compensation can be made following an intervention by a MC employee. Under no circumstances shall MC be held liable for any loss or corruption of data managed by the Client. MC is not responsible for the data entered by the Client. MC assumes no responsibility in the event that the Client processes data that does not comply with the law. The Customer indemnifies and holds MC harmless against any damages resulting from a third party's breach of the law.
18. Applicable law, place of jurisdiction
The conditions of this Contract are subject to Swiss law. Any dispute arising from their interpretation or application shall be submitted to the competent courts of Lausanne. If, for any reason whatsoever, a court of competent jurisdiction invalidates in whole or in part any provision of this Agreement, the remaining provisions shall remain in full force and effect.
The terms and conditions of this Agreement are available on MC's website at www.bibliomaker.ch.
Valid from 15.1.2018