General Terms and Conditions for the "Sabito" data portal of Hanser Consulting AG (GTC)

Preliminary Remarks

These General Terms and Conditions (GTC) govern the contractual relationship between Hanser Consulting AG (hereinafter referred to as the “Licensor”) and the licensees (hereinafter referred to as the “Licensees”) regarding the use of the “Sabito” data portal.

1. Services

1 The specific services are based on the selected subscription (hereinafter referred to as the “License”) in accordance with the service description valid on the website at the time the contract is concluded.

2 By concluding a subscription/license, the Licensees agree to these GTC.

1.1 Scope of Services

1 The Licensor shall provide Licensees with access to the data portal at www.hanserconsulting.ch or www.sabito.ch for the duration of the contract. Different permissions are included depending on the license.

2 The data portal consists of a number of thematic “dashboards” that offer interactive statistics equipped with a wide range of analysis and filtering options.

3 Most of the dashboards are technically implemented as Power BI files from Microsoft. Certain licenses therefore require that licensees also hold Power BI licenses from Microsoft.

4 The data sets are provided by third parties, some free of charge and some for a fee. A portion of the data sets is freely available to the public on the internet. Another portion is compiled independently by the Licensor.

5 The licensor is entitled to modify or replace the data portal, the quality, scope, and number of dashboards, as well as the software products used, at any time, provided that this does not significantly impair the functionality and the contractually agreed scope of services of the data portal.

6 There is no entitlement to a specific technical design or to the use of specific software products.

1.2 Data Updates and Warranty

1 The data portal contains data that is procured and updated by the licensor.

2 Updates are generally performed promptly after new data sets become available.

3 There is no entitlement to updates at a specific time or to the availability of specific external data sources.

4 If data originates from third-party providers, its availability is subject to the respective external publication and provision terms.

5 The data available on the data portal comes from a wide variety of sources. The licensor cannot assume any responsibility for the accuracy of the data, even though updates and provision are carried out with the utmost care and the licensor regularly conducts random data quality checks.

1.3 Maintenance & Support

1 During the term of the agreement, the licensor shall provide the technical and content-related maintenance necessary for the proper operation of the data portal.

2 Technical changes may result from modifications to the underlying software products (Power BI, Azure, SQL, etc.).

3 Changes to the availability of certain data sets or the scope of data may occur if data providers modify their statistics (e.g., FSO, SBB, traffic counts, etc.).

4 In the event of both technical changes and changes to data availability, the Licensor shall seek equivalent alternatives as part of its maintenance efforts.

5 Support services, in particular answering application-related questions and investigating reported malfunctions, are provided on a time-and-materials basis and—unless otherwise agreed—will be billed separately.

1.4 Availability

1 The Licensor makes the data portal available within the scope of its technical and operational capabilities.

2 Temporary restrictions on availability may arise in particular due to:

maintenance work,
technical malfunctions,
interference by third parties, or force majeure.

3 There is no entitlement to uninterrupted availability.

2 Payment for Services

2.1 License Fee

1 The Licensee agrees to pay an annual license fee in accordance with the license/subscription plan selected by the Licensee.

2 The prices listed on the website are final prices, include the statutory value-added tax, and are quoted in Swiss francs (CHF).

3 The specific scope of services depends on the selected pricing plan.

2.2 Contract Term and Billing

1 The license fee is charged in advance for a contract term of twelve (12) months.

2 The first license period begins on the date the contract is concluded or upon activation of access to the data portal.

3 The license period automatically renews for an additional twelve (12) months unless it is terminated in a timely manner and payment has been successfully processed.

2.3 Free Trial Access and Start of Paid Subscriptions

1 For selected licenses, the Licensor may grant a free trial period.

2 During the trial period, Licensees will have access to the data portal to the extent provided for the trial period.

3 A valid payment method must be on file to utilize the trial period.

4 Unless the Licensee cancels the trial period before it expires, a paid subscription will automatically begin upon the trial period’s expiration, and the corresponding charge will be processed using the payment method on file.

5 The paid license period begins immediately following the trial period.

6 If the trial period is terminated before its expiration, access to the data portal automatically ends upon the expiration of the trial period, and no charge will be made.

7 The Licensor is entitled to adjust or restrict the availability, scope, and duration of the trial period at any time.

8 There is no entitlement to the granting of a trial period. A maximum of one trial period may be granted per user.

2.4 Payment Processing

1 If an automated payment model is selected, the Licensees authorize the Licensor to automatically charge the applicable license fee at the start of the new license period.

2 The Licensee is obligated to provide valid payment information and ensure sufficient funds are available.

3 Until further notice, payment processing is handled by WIX, which provides the technical infrastructure for the data portal and license management. The Licensor is entitled to change the existing technological infrastructure and partnership at any time.

2.5 Termination

1 The Licensee may terminate the Agreement at any time, effective at the end of the current license period.

2 Unless terminated prior to the expiration of the current license period, the Agreement shall automatically renew for an additional term of twelve (12) months.

3 Termination takes effect at the end of the current license period. No pro-rata refund of license fees already paid will be issued.

2.6 Payment Guarantee

1 Access to the data portal requires a fully established payment process.

2 If payment cannot be processed using the stored payment method, access to the portal will be blocked and the licensee will be requested to provide a valid payment method. Access will be reactivated once the payment has been processed correctly.

3 Without a correctly processed payment, the licensee has no right to access the data portal.

3 Licensee’s Rights of Use

3.1 Right to Use in Accordance with the Agreement

1 The Licensor grants the Licensees a limited and non-exclusive right to use the statistics provided in accordance with the guidelines and instructions (hereinafter “Use in Accordance with the Agreement”).

2 The relevant files remain the property of the Licensor.

3.2 Commercialization of the dashboards

3.2.1 “Individual,” “Team,” and “Team Download” license packages

1 The use of the dashboards under the Individual, Team, and Team Download licenses is intended exclusively for the Licensee’s own purposes.

2 The use of content or analyses from the dashboards in presentations, reports, or as a basis for decision-making vis-à-vis third parties is permitted, provided this is not done for a fee or as part of a service provided by the Licensee for a fee.

3 Commercial use, in particular the transfer of access, data, analyses, or services based thereon to third parties for a fee, is expressly prohibited.

3.2.2 “Professional” License Package

1 Unlike licenses intended for personal use, the “Professional” license package is designed for consulting firms that use the insights derived from the statistics on a client-by-client basis for third parties.

2 Under the ‘Professional’ license, licensees are authorized to use the insights, data, and analyses derived from the dashboards for third parties, including for a fee. However, direct access to the ‘Sabito’ data portal and to the individual dashboards may not be transferred to third parties. To this end, third parties must purchase their own license packages directly from Hanser Consulting AG.

3.3 Limits of the Rights of Use

1 With the exception of the rights of use expressly mentioned in this agreement and those mandated by law, the licensees do not acquire any rights to the data or the Power BI files.

2 In particular, the licensees are not authorized to reproduce, disclose, or modify the data or Power BI files without the licensor’s consent.

3.4 Temporary Suspension of Access

1 The Licensor is entitled to temporarily suspend access to the data portal, in whole or in part, provided there are valid grounds for doing so. Such grounds exist in particular if:

there is a violation of these contractual terms,
the use does not correspond to the licensed package,
there is suspicion of abusive or unusual use,
access data has been disclosed to third parties without authorization,
payment obligations have not been fulfilled,
or this is necessary for technical or security-related reasons.

2 The Licensor shall, where possible, inform the Licensee in advance or immediately of such a suspension.

3 The temporary suspension of access does not affect the Licensee’s contractual payment obligations.

4 Warranty and Liability

4.1 Warranty

1 The data portal is not a mission-critical function. A failure of the data portal or parts thereof lasting hours or days is tolerable for the Licensees and does not result in any damage to the Licensees; accordingly, a limited, cost-effective support service is sufficient.

2 The Licensor warrants that, when used in accordance with the terms of the Agreement, the Power BI files will perform the functions described in the Statement of Work during the term of the Agreement. The Licensor makes no further warranties.

3 Otherwise, a defect in the software subject to warranty exists (hereinafter the “Defect”). The Licensees acknowledge, however, that malfunctions of the software cannot be entirely ruled out even with the utmost care and that the uninterrupted functionality of the software cannot be guaranteed.

4.2 Notification of Defects and Rectification

1 The Licensor shall not be liable for damages resulting from failures of the Power BI files.

2 Any defects must be reported to the Licensor in writing immediately upon discovery.

3 If such notification is not provided in a timely manner, the services shall be deemed accepted.

4 Defects reported in a timely manner shall be remedied within a reasonable period of time at the Licensor’s discretion.

5 Defects may be remedied, in particular, through repair, the provision of a workaround, or by modifying the software.

6 Further claims by the Licensee, in particular withdrawal, reduction of the purchase price, or damages, are excluded to the extent permitted by law.

5 Legal Warranty

5.1 Third-Party Intellectual Property Rights

1 The Licensor indemnifies the Licensees against any liability for the infringement of copyrights and other intellectual property rights of third parties, provided that and to the extent that such infringement of third-party rights was caused exclusively by the contractual use of the software.

2 The Licensees shall immediately notify the Licensor in writing of any third-party claims asserted against them and authorize the Licensor to conduct the defense, including the conclusion of a settlement. The Licensees shall assist the Licensor to a reasonable and reasonable extent.

5.2 Procedure for Third-Party Claims

1 If claims are asserted against the Licensees for alleged infringement of third-party intellectual property rights, the Licensor must be notified immediately in writing.

2 The Licensor is entitled, at its own discretion and at its own expense:

to assume the defense against such claims,
to obtain the necessary rights of use, or
to modify the data portal in a reasonable manner.

3 The Licensees shall support the Licensor to a reasonable extent.

5.3 Limitation of Liability

1 To the extent permitted by law, any liability of the Licensor for direct and indirect damages is excluded.

2 The limitation of liability and exclusion of liability apply to both contractual and non-contractual or quasi-contractual claims. The Licensees are liable within the scope of the contractual provisions.

6 Termination of the Agreement

6.1 Ordinary Termination

1 The Licensees may terminate the Agreement at any time effective at the end of the current license period.

2 If the Agreement is not terminated prior to the expiration of the current license period, it shall automatically renew for an additional term of twelve (12) months.

3 Termination shall take effect at the end of the current license period. No pro-rata refund of license fees already paid will be made.

6.2 Termination for Good Cause

1 Either party is entitled to terminate the Agreement for good cause without notice.

2 Good cause exists in particular if:

a material breach of the Agreement is not remedied within a reasonable period of time despite a written warning, or
bankruptcy or insolvency proceedings are initiated against a party.

6.3 Consequences of Contract Termination

1 Upon termination of the contract, the right to use the data portal expires.

2 There is no entitlement to the return of software components, databases, or visualization files.

3 License fees already paid will not be refunded.

7 Final Provisions

1 This Agreement governs the relationship between the parties in its entirety. The general terms and conditions of the parties shall not apply.

2 This Agreement is governed by Swiss law. The exclusive venue for all legal disputes arising out of or in connection with this Agreement is the Licensor’s registered office.

3 Hanser Consulting AG reserves the right to amend the foregoing General Terms and Conditions at any time. It must notify the licensees of such amendments. The amended Terms and Conditions shall only become effective for the licensees at the start of a new subscription period, after the licensees have been notified of the amendment. This allows them to exercise their right of termination if they do not agree with the amended Terms and Conditions.