General terms and conditions

§ 1 Scope and Business Customers

These General Terms and Conditions govern the provision and use of the agreed services of . The offer is addressed exclusively to businesses and to natural persons who enter into the contract for their independent professional or commercial activity. Contracts for private consumer purposes are excluded. The Customer confirms its business purpose in entering into the contract and the authority of the persons acting on its behalf to represent it.
The following apply, in descending order of precedence: individually agreed contractual terms; the agreement on commissioned data processing within its area of application; the accepted order with its service description; and these Terms. General terms and conditions of the Customer apply only with the express consent of the Provider. The privacy notice provides information on data processing; on its own, it extends neither the scope of services nor any authority to process data.

§ 2 Provider in Formation and Assumption of the Contract

Until its entry in the commercial register, contracts are concluded expressly in the name of “KMU base GmbH (in formation), represented by Susanne Egger, Fichtenweg 6, 4537 Wiedlisbach”. Before its entry, the GmbH does not yet have legal personality of its own. Susanne Egger acts for the company in formation and is personally liable for the obligations entered into; where several persons act, the statutory joint and several liability applies.
On concluding the contract, the Customer already consents to the full assumption of this contract, with its rights and obligations, by the registered KMU base GmbH resulting from this formation. The assumption will be notified to the Customer in text form, stating the company name, registered office, commercial register identification number and date of assumption. The release of the persons acting under Art. 779a para. 2 CO requires that the obligations entered into expressly in the name of the future company are assumed within three months after its entry. Entry alone does not effect a release. Outside this statutory assumption, the persons personally bound are discharged only by a separate effective agreement.
Invoices are issued exclusively by the registered GmbH after it has assumed the contract. Payments fall due only then and are made exclusively to that GmbH. Fees for services already rendered that are chargeable under § 4 may accrue until then; before entry and assumption there is neither an obligation to pay nor default in payment. If the formation is finally abandoned or the assumption is finally refused, the Customer may terminate immediately; fees from the formation phase that have not yet been invoiced will not be charged in that case.

§ 3 Conclusion of Contract and Scope of Services

The contract is concluded when the Provider accepts an order. Acceptance may take the form of express confirmation or activation as agreed, provided the offer provides for that form of acceptance. The Terms and the services ordered must be accessible to the Customer before it places its binding order. Mere registration without a recognisable order subject to a charge does not give rise to any obligation to pay.
The apps agreed in the order and their functions are owed. These may include HR with payroll and time recording, Finance with accounting and ERP, QMS, Docu, Sales/CRM, AI support and the employee app. Without an express additional agreement, no individual legal, tax or fiduciary advice, no audit of financial statements and no guarantee of official recognition or of economic success is owed. The Provider remains obliged to deliver the agreed software functions.
The Provider may further develop the services technically and make reasonable changes, provided the agreed main purpose is preserved. Material restrictions of services and changes to the subject matter of the contract are governed by § 16. Individual services agreed as binding are not superseded by general product information.

§ 4 Fees and Payment

The prices, billing units and tax details shown at the time of ordering are decisive. Unless individually agreed otherwise, the first month of use is free of charge; chargeable use begins thereafter. There is no set-up fee. Additional services are owed against payment only if their price or the basis for calculating it was agreed before the order. For the formation phase, § 2 para. 3 applies with priority.
The price consists of a base price and a price per chosen app and is based on the client’s number of employees; users are included without limit. Each active person counts, including part-time staff, apprentices and temporary staff; applicants and former employees do not count. The count at the start of the month applies. The provider always adjusts the price automatically on the first of the month according to that count, in either direction, and notifies the client’s administration. Above 1000 employees, a quote applies.
The client chooses at least one app. Without , the client declares their employee count, confirms it when ordering and keeps it up to date in the client portal.
Price guarantee: the subscription prices (base price, price per app and per-additional-person rate) confirmed by the client when ordering remain valid as long as the contract runs without interruption, including adjustments to the employee count and app additions. New price lists apply only to new contracts; after cancellation, a new contract uses the price list in effect at that time. The AI allowance and AI extra pack, SMS, post, additional storage, Sales emails, additional companies and dedicated server, as well as statutory VAT, are excluded.
Recurring fees are invoiced monthly in advance and are payable within 10 days of receipt of the invoice. After assumption, fees that have already accrued may be invoiced separately. The statutory consequences of default remain reserved. Set-off is permitted only against undisputed counterclaims or counterclaims established by a final and binding decision, unless mandatory law precludes this.

§ 5 Rights of Use and Permitted Use

For the term of the contract, the Customer receives a simple, non-exclusive right of use limited to the agreed business operations. It may set up the agreed users, including authorised employees. Resale, making the services available to unauthorised third parties and circumvention of agreed usage limits are not permitted. Rights in the software and documentation remain with the Provider or its licensors. Mandatory statutory rights of use remain reserved.
The Customer may upload content and process data only where it holds the necessary rights and legal bases. Unlawful content, attacks, abusive load and interference with security are prohibited. The Customer retains its rights in its data and grants the Provider only the authority required for performance of the contract and for lawful processing.

§ 6 Responsibility of the Customer

Within its sphere of responsibility, the Customer is solely responsible for correct, complete and timely entries, suitable configurations, lawful business processes, user administration and permissions. It protects access credentials, uses the appropriate security functions available, withdraws access from departed users without delay and reports suspected misuse without delay. Access credentials must not be shared where personal accounts are provided.
The Customer checks all results before using them. This applies in particular to postings, annual financial statements, payroll statements, social insurance data, tax and value added tax information, deadlines, transmissions and payment orders. It arranges for the necessary expert reviews and remains responsible for its declarations, approvals and statutory obligations. The software and its automated suggestions do not replace this check.
The Customer reports recognisable errors promptly and cooperates in isolating them. Its obligations do not relieve the Provider of its own agreed services and mandatory statutory obligations. Contributory responsibility of the Customer is taken into account in accordance with the applicable statutory rules; it does not lead to a complete exclusion of the Provider’s liability irrespective of cause and fault.

§ 7 AI Support

AI outputs are machine-generated suggestions and may be incomplete, inaccurate or unsuitable for the specific purpose. Before adopting, forwarding or otherwise using them, the Customer checks them for factual accuracy, third-party rights and legal admissibility. The Customer is responsible for approvals and for any business decisions derived from them. No particular result is assured.
The Customer may use personal or confidential information in AI functions only within the scope of its permissions and the agreed processing. These Terms do not permit the use of Customer data to train third parties’ general models. Locations of use, sub-processors and permitted purposes are governed by § 10 and the data processing agreement. The Provider’s own mandatory obligations remain unaffected.

§ 8 Availability, Support, Maintenance and External Disruptions

The Provider aims for an availability of 99% on an annual average. This is a non-binding operational target and not a guaranteed minimum availability or a warranty of quality. What is measured is the basic accessibility and usability of the essential functions of the booked service at the point where the infrastructure operated by the Provider connects to the public internet; individual impaired additional functions do not, without more, constitute a total outage.
The reference period is the calendar year or, where the contract begins or ends during the year, the relevant contract period. The target rate is the available time divided by the reference time remaining after the following exceptions. Excluded are the demonstrably affected periods of maintenance and updates, force majeure, cyberattacks despite adequate protective measures, disruptions of the internet or of third-party providers, and outages caused by the Customer or its users. Exceptions that overlap in time are deducted only once. If no reference period remains, no rate is reported. The Provider documents the reasons for the periods excluded.
Scheduled maintenance will be announced in advance where possible; urgent security and fault-repair work may be carried out without prior notice. The Provider takes reasonable measures to remedy disruptions. Falling short of the operational target alone gives rise neither to a credit nor to a claim for damages. Independent claims arising from any other breach of duty are governed by § 13; its mandatory exceptions also apply here. Mandatory statutory rights of restitution and termination are not excluded.
The Provider provides support via the assistant in the apps and via support tickets (in the apps under “My account”) on Swiss working days. Specific response times apply only if agreed.
Force majeure means events beyond the sphere of reasonable influence that could not have been avoided even with reasonable precautions. A cyberattack or a third-party provider disruption does not, merely by being so described, constitute a ground for relief from the Provider’s own fault. No exception in this section limits the mandatory statutory responsibility for one’s own intent, gross negligence or inadequate data security.

§ 9 Backup and Retention

The Customer is responsible for creating regular exports or data backups appropriate to its risk and its statutory obligations, and for checking their completeness and reusability. It keeps required data outside its platform access. The Provider makes the agreed export options available. This Customer obligation replaces neither the Provider’s agreed backup services nor its statutory data security obligations.
Compliance with the statutory bookkeeping and retention obligations remains the Customer’s responsibility. A backup alone is not proof of lawful archiving. Where an archive function is agreed, the Provider owes its expressly described scope; the Customer ensures correct allocation, complete supporting documents and the continuation of its retention after the end of the contract. The designation “archive” does not shorten any statutory periods and does not replace any required procedural documentation.

§ 10 Data Protection and Commissioned Processing

For the processing purposes it determines, the Customer is in principle the controller; the Provider processes this data as processor in accordance with documented instructions and the separate data processing agreement. For its own lawful purposes, in particular contract administration, the Provider may itself be a controller. The actual roles are to be determined according to the respective processing operations. Further information is provided in the privacy notice available on the website.
Productive storage of Customer data and operation of the agreed platform take place in Switzerland. Access from abroad and disclosures of data to other services additionally require admissibility under data protection law and a contractual basis; Swiss storage alone does not replace this assessment. Sub-processors may be engaged only with the required prior authorisation. A general authorisation and a procedure for changes are to be regulated in the data processing agreement.
Both parties comply with the data protection obligations applicable within their sphere of responsibility. The Provider takes technical and organisational measures appropriate to the risk and preserves confidentiality. The Customer ensures the lawfulness of its instructions and the provision of required information to data subjects. Statutory rights of access, rectification and other data subject rights are not excluded by this contract.

§ 11 Data Security Breaches

The Provider informs the Customer, as controller, as soon as possible of data security breaches identified in the course of its commissioned processing. It provides the necessary information available and supplements it as the investigation progresses. The notification is not made dependent on proof of fault or on prior Customer approval.
The Customer assesses and fulfils its statutory reporting and notification obligations. The Provider supports it to the agreed extent; its own statutory obligations remain in place. A legally required notification must not be prevented by liability clauses or by confidentiality or approval reservations.

§ 12 Suspension and Misuse

In the event of a concrete threat to security or legal compliance, the Provider may provisionally suspend the access and functions concerned to the extent necessary. It informs the Customer insofar as this is legally permissible and does not defeat the protection, and lifts the suspension as soon as the reason ceases to apply. In the event of default in payment, suspension is permitted after an unsuccessful reminder and a grace period of ten days. Before entry and assumption of the contract, there is no default in payment under § 2 para. 3.
During a justified suspension for which the Customer is responsible, the agreed fees continue to accrue. Suspension does not mean deletion of the data. Mandatory obligations of surrender and the return of data under § 15 remain reserved. The consequences of an unjustified suspension are governed by the remaining contractual provisions, including § 13.

§ 13 Liability and Auxiliary Persons

The Provider’s liability for its own unlawful intent and gross negligence, and any further liability that may not be excluded or limited by law, remains unrestricted. This applies in particular to mandatory liability for personal injury. None of the following exclusions and no maximum amount applies to these cases. Attributable fault of the Provider’s own governing bodies is not exempted by describing it as an act of auxiliary persons.
In all other respects, the Provider’s liability for slight negligence is excluded, to the extent permitted by law. Where, despite this exclusion, there is additional liability in damages that can lawfully be limited, it is limited in total per contract year to the net fees actually paid by the Customer for the contract concerned in the twelve months before the first event giving rise to the damage. Payments for pass-through third-party services and taxes are not included. The mandatory liability under paragraph 1 always remains without this cap.
To the extent permitted by law, claims for compensation for indirect and consequential damage, loss of profit, savings not realised, business interruption, data loss, data recovery costs, and fines and sanctions imposed on the Customer are excluded. These exclusions expressly do not apply to the extent that paragraph 1 reserves mandatory liability. Authorities are not bound by this agreement; statutory sanctions against the Provider are not transferred to the Customer.
Liability for auxiliary persons is excluded to the extent permitted under Art. 101 CO, including for their gross fault. The statutory limits of Art. 101 para. 3 CO remain reserved. This does not exclude the Provider’s own errors in selection, instruction, supervision or organisation for which it is mandatorily responsible under paragraph 1, or fault of its own governing bodies.
This provision covers claims for damages irrespective of their legal designation, to the extent such an exclusion is permissible. It creates neither a claim for payment for services finally not owed nor a waiver of mandatory rights to reimbursement, data protection, access or termination. In the case of contributory fault of the Customer and failure to take reasonable steps to mitigate damage, the statutory rules apply.

§ 14 Term and Termination

Unless the order provides otherwise, notice of termination may be given during the free first month to take effect at its end. Thereafter the minimum term is twelve months. If the customer orders the data migration by KMU base, the free first month ends with the order and the minimum term of twelve months starts on that day. After that, the contract continues for an indefinite period and may be terminated by either party with 30 days’ notice to the end of a monthly billing period. Apps that the Customer adds later are subject to the same minimum term from the date of their order; they can be terminated individually. Notice of termination must be given in provable text form, in particular by email to the contract contact notified.
Extraordinary termination for good cause remains reserved. In the case of remediable material breaches of contract, a reasonable period for remedy must in principle be set beforehand, unless setting one cannot reasonably be expected. For services to which the law of mandate mandatorily applies, the right to terminate at any time under Art. 404 CO remains in place, together with any statutory consequences of termination at an inopportune time. The special rights under §§ 2 and 16 take precedence over minimum terms.

§ 15 Data Export and End of Contract

The Customer exports its data in good time before the end of the contract. For 30 days after the end of the contract, the Provider makes the Customer data available through the agreed standard export functions or a corresponding data export. During this period there is no entitlement to continued operation of all processing functions. The export comprises the Customer data managed by the agreed service and the allocations and metadata required to understand it. The specific formats available are set out in the service description.
Standard exports under paragraph 1 are included without a separate export fee. Individual migration, reformatting and further support require a separate agreement. The Customer checks the export and independently continues the retention required by law. The Provider may not withhold data, contrary to mandatory obligations of surrender, solely because of a disputed claim.
After the end of the export period, the Provider may delete the operational Customer data in accordance with the data processing agreement. Local backups are retained for 14 days. A full external backup is created daily; daily copies are retained for 30 days and monthly copies for 12 months. Deleted data may remain in backups for up to 12 months. They are used exclusively for recovery, access is restricted and they are deleted again after a restoration. Retention required by law and lawful preservation of evidence limited to what is necessary remain reserved; their legal basis, access and duration are to be documented. Unlimited retention of all Customer content for possible litigation is not agreed.

§ 16 Changes to the Terms, Services and Prices

The provider may amend these Terms and the prices and limits of services not covered by the price guarantee under § 4 for the future to reflect changes in law, security, technology, scope of services, operating or procurement costs and market conditions. Subscription prices covered by the price guarantee remain unaffected. Amendments must not replace the agreed main purpose with a different contractual subject matter. Individually agreed fixed prices and expressly guaranteed conditions remain binding for their agreed commitment period.
The provider notifies the contractual contact designated by the client of amendments to the Terms at least 30 days before they take effect, in verifiable text form. Changes to prices and limits under paragraph 1, in particular the AI allowance, are announced to the client’s administration at least three months in advance. The notice specifies the amended provisions or new prices, the effective date, the right to cancel and the consequences of continuing. Publication on the website alone is insufficient.
In the case of an amendment that is to its disadvantage, the Customer may terminate the contract up to the effective date, to take effect on that date; this right also exists during a minimum term and without any early termination compensation. Until then, the previous conditions apply. Fees already paid for the period after such termination are refunded pro rata. If, after proper notification, the Customer does not exercise this right, the notified amendments apply for the future on the basis of this agreed amendment mechanism. The notice must expressly draw attention to this.
Retroactive interference with claims that have already arisen, the abolition of mandatory rights and a fundamental replacement of the subject matter of the contract are not covered by this right of amendment. Individual consents required for these are not replaced by silence. Urgent, technically necessary security measures under § 8 do not, on their own, permit either an immediate price increase or a shortening of the above right of termination.

§ 17 Confidentiality and Transfer of the Contract

Both parties protect non-public information of the other party and use it only for the agreed purposes or purposes permitted by law. Access is granted only to persons bound accordingly, to the extent necessary. Disclosures required by law remain permissible; where permitted, the party concerned will be informed in advance. This obligation continues after the end of the contract for as long as there is a legitimate interest in confidentiality.
The special advance consent to the assumption on formation is governed exclusively by § 2. Any other complete transfer of the contract by the Provider requires the Customer’s consent; this may be obtained in provable text form. Statutory universal succession remains reserved. The transferability of individual claims is determined by law; an assignment of a claim does not, on its own, authorise the transfer of arbitrary Customer data.

§ 18 Governing Law, Jurisdiction and Partial Invalidity

Swiss substantive law applies. For disputes arising from this contract, the competent courts in Solothurn are agreed as the exclusive place of jurisdiction, to the extent permissible. Mandatory jurisdictions remain reserved. The jurisdiction agreement must be concluded in a form that allows its proof by text.
The invalidity of a provision is governed by the statutory rules on partial nullity; it is not cured by a blanket reduction to the maximum extent still permissible. An invalid provision is replaced by the applicable statutory rules, unless a permissible supplementary interpretation of the contract applies. Individually agreed supplements and amendments remain reserved.