Abacus Research AG

Abacus-Platz 1

PO Box

9300 Wittenbach-St. Gallen

(hereinafter referred to as Abacus)

The conditions of participation for Abacus AbaNinja (hereinafter referred to as the product) are deemed to be accepted if the customer (hereinafter referred to as the participant) explicitly accepts the conditions of participation at the time of registration.

1. Product

The product enables the user to manage their customers, services and products, and prepare invoices, independent of their time and physical location. The detailed product description and support site can be found at www.abaninja.ch.

The product has the functionality outlined there. It meets the criterion of practical suitability and the quality customary for software of this type. It is the responsibility of the customer to determine whether the product meets the requirements of their company and adequately maps their own processes.

2. Service registration

The participant can register for the product at www.abaninja.ch/en and can use the basic version free of charge..

3. Prices and conditions

The detailed prices can be found in the price list www.abaninja.ch/en

4. Data retention and storage

In accordance with statutory regulations, the participant is responsible for the storage of their own invoices. The participant should note that invoice data, especially invoice details and the customer database will not be archived by Abacus. The participant is responsible for a corresponding backup of the data recorded in the product. Abacus does not offer a restore function.

5. Invoice document

It is the responsibility of the participant to regulate the manner in which the invoice is sent (electronically or paper) to the invoice recipients. Abacus examines neither the commercial basis nor the content and accuracy of the invoices submitted by the participant to the invoice recipient. Abacus assumes no responsibility for the use of the Zugferd format. Further information can be found under: http://www.ferd-net.de/.

6. Due diligence obligations

The participant has the following due diligence obligations: – The security elements are to be kept secret and protected against improper use. The password must not be easily identifiable (no registration numbers, telephone numbers, simple number sequences, etc.). The participant bears all consequences arising from the use of its means of identification or security elements or that of its authorized representatives. – If there is reason to believe that unauthorized third parties have knowledge of the password, the password must be changed immediately. – The customer is obliged to minimize the risk of unauthorized access to the devices used for the product by the use of appropriate protective measures. The customer must also take the security precautions usual for the use of the Internet via the corresponding device (e.g., using an updated anti-virus program and a firewall). In case of suspected misuse of the product, Abacus must be informed without delay in order to block the product: Contact via www.abaninja.ch/en

7. Liability

a) Abacus provides its services with customary diligence. If Abacus violates these intentionally or through gross negligence, Abacus shall be liable for the damages resulting from the non-performance or defective performance of owed services. Furthermore, Abacus is only liable up to the amount of the user fees paid by the customer.
b) Abacus is not liable to the customer or third parties in any way for any kind of indirect damages, losses, claims or costs and the like, in particular not for expenses incurred by the customer, damages resulting from interruptions to operation, indirect or concomitant damages and consequential damages such as lost profit, failure to realise savings, and claims raised by third parties.
c) Technical access to the product is the responsibility of the participant. Abacus does not accept any liability for the network operators (providers) and also declines any liability for the hardware and software required to use the product.
d) The liability of Abacus for damage caused to the participant or its authorized representative due to transmission errors, technical deficiencies, disturbances, illegal interference with telecommunication and network installations, network capacity overload, malicious blockage of electronic access points by third parties, interruptions or other shortcomings, is excluded.
e) Abacus is committed to providing trouble-free and uninterrupted access to the product. This, however, cannot be guaranteed at all times. In particular, Abacus reserves the right to interrupt access to the product and/or the services offered in it at any time in the event of increased safety risks or disturbances as well as for maintenance work. Abacus carries out this work with customary diligence. Abacus rejects any liability claims based on such interruptions. Abacus also specifically disclaims any liability if offers, invoices, payments, etc. are sent late due to interruptions of the product.

8. Payments via Internet

AbaNinja offers various methods for payment via the Internet. AbaNinja provides only the interface to payment service providers. The responsibility for handling and processing payments therefore does not lie with Abacus.

9. Privacy and security on the Internet

The product and the services offered within are used via the Internet and therefore through an open network accessible to anyone. For data transmission, Abacus uses a technically superior encryption method which basically makes it impossible for unauthorized persons to view confidential data. However, the possibility that unauthorized persons could obtain access to unauthorized data cannot be completely excluded. Certain technical features of the connection setup (e.g. IP addresses) are not encrypted. Knowing this information, a localisation of the Internet connection and device used and therefore the inference of an existing customer relationship to the participant is possible. The participant further notes that uncontrolled data can be transmitted across borders, even if the sender and recipient of the data are located in Switzerland.

10. Market research

To ensure ongoing quality assurance and for the optimization and development of services, Abacus may conduct market research. The contact data of the participant, which were provided or collected within the scope of the business relationship, may be used. Abacus uses Google Analytics to consistently improve customer behaviour.

11. Termination of the product

The participant can terminate the subscription effective at the end of each respective month either via the product or in writing (legally signed letter). Abacus retains the right to terminate the product at any time without stating the reason in whole or in part.

12. Communication charges

The communication fees for Internet access are based on the tariffs of the respective telecommunication provider.

13. Other provisions

Abacus reserves the right to make changes to the offered product as well as to the present conditions of participation at any time. The changes will be announced beforehand through suitable and accessible means, with reference to the date of entry into force. They are deemed approved if the participant does not terminate the product within the end of the respective month.

14. Severability (safeguard) clause

Should individual provisions of this contract be or become invalid, this shall not affect the effectiveness of the remaining provisions or the contract in general. Such terms shall be replaced by more effective and more practicable provisions, whose effectiveness most closely meets the economic and technical objectives recognized by both parties. The same shall apply to any possible loopholes in this contract.

15. Applicable law and jurisdiction

This contract is subject to Swiss law. The exclusive jurisdiction for any disputes arising from this contract is St. Gallen.

Statement of Delegation

1. Authorization

The invoicing party hereby authorizes Abacus Research AG, CH-9300 Wittenbach (hereinafter referred to as Abacus) to process, digitally sign and forward electronic business documents, in particular invoices and credit notes, within the context of Art. 9 ElDI-V1.

Abacus may delegate this authorization to its e-business partners, who may also further delegate them. The complete list of active and past or expired partner delegations can be found at www.abacus.ch/links/ebusiness-partner .

2. Statement of Delegation

This statement of delegation is public. It may be revoked at any time in writing by the invoicing party.

3. Responsibilities

The invoicing party shall continue to be responsible for all statutory and contractual duties imposed upon it, in particular to ensure that the contents of the structured data and its visualization are correct. The invoicing party clarifies any commercial differences directly with his or her business partner.