1. Object of the contract

This "Contract" defines the contractual relationship between the client (hereinafter "Client") and Micro Consulting SA (hereinafter "MC"). This Agreement relates to the provision by MC, in the form of a service (hereinafter the "Cloud Service") hosted via the Internet network of Office Maker software (hereinafter "Software"), against payment of '' a monthly payment billed quarterly or according to agreement with the Customer. The Service includes hosting, making the Software available, installing them at the host, maintaining the Software by regularly installing updates, regularly backing up Customer data and telephone assistance (including scope and limitations are defined in point 8).

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2. Applicability, entry into force of the Contract

The Customer acknowledges having read this Contract, and accepting its conditions in their entirety, as soon as he places an order and this order is accepted by MC. The Contract is deemed to have been concluded and comes into force once the Cloud Service is put online and the access codes (see point 5) have been sent to the Customer.

3. Duration, renewal and termination of the Contract

The Contract is concluded for an initial period of twelve months from its entry into force. It is then tacitly renewed for the same period, from year to year. It can be canceled by registered letter by either party at least three months before the next deadline.

4. Software installation at the Customer's site

The installation, on the Customer's workstations, of the software component necessary to access and run the Cloud Service can be carried out by the Customer himself. If the Customer asks MC to take care of this installation, it will be billed by MC at the hourly rate in force.

5. Access codes

MC sends the initial access codes by e-mail, after MC has received payment of the invoice corresponding to the first period. These access codes allow the connection of the Client's workstations to the host. The maximum number of simultaneous accesses to the Service is determined when the Contract is concluded.

6. Availability of the Cloud Service

The Cloud Service is available at all times, except in the event of force majeure or failure not attributable to MC or during maintenance operations (installation of updates or problems attributable to the host, for example).

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7. Software Updates

MC is responsible for installing software update versions. Whenever possible, updates are installed outside of normal working hours in Switzerland.

8. Telephone support

Micro Consulting provides the Customer with a telephone assistance service, available every working day, according to the schedule indicated on the officemaker.ch site in the “Services” section. The duration of a call is limited to fifteen minutes. Calls are received at the normal telephone rate and are not surcharged. This service may require, for better efficiency, the installation and use by the Customer of a remote maintenance program, without this being an obligation. Micro Consulting assumes the costs of the commercial operation of the remote maintenance program; the operation of said program is free for the Customer. Questions can also be sent by email, 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 assistance service, but does everything possible to ensure it in the best conditions.

The assistance service is intended to resolve problems relating to the day-to-day use of the Software, when the documentation accompanying them is not sufficiently explicit or when an error message is encountered. The service provides guidance on how to deal with the problem but does not do the work for the Customer in its place. Where applicable, the Customer will be requested to refer to the documentation. Helpdesk is not a substitute for 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.

9. Host

The Cloud Service is made available through a host, which is a third party company chosen by MC and which the Customer accepts without restriction, as such. The host guarantees that the Customer's data and software are housed in Datacenters located in Switzerland. MC provides the Customer on request with detailed documentation on the services offered by the host and the level of security offered. MC reserves the right to change host at any time without compromising the services offered.

10. Amount of the monthly payment

The cost of the Cloud Service is set at the time the Customer's order is accepted by MC. It depends on the Software accessible via the Cloud Service, on the maximum number of simultaneous accesses authorized by the Software. The cost is per company managed and for data not exceeding 1 GB. If the size of 1 GB is exceeded, the monthly fee will be increased in increments of 1 GB. MC reserves the right to modify the cost of the Cloud service anytime.

11. Modification of the contract

MC undertakes to notify the Customer in advance of any change in price or host in writing. The Customer has thirty days to refuse this proposal to modify the Contract. In the event of refusal of the new conditions, MC may withdraw from the contract with six months' notice for the end of the month. In the event of no response within thirty days by the Client, the proposal will be considered accepted. The modifications requested by the Customer, in particular the maximum number of simultaneous accesses to the Software or concerning the Software covered by the Cloud Service will result in a corresponding adjustment to the amount of the monthly payment.

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12. Payment terms

After the first payment, the invoicing of the monthly installments corresponding to the following periods is carried out thirty days in advance. In general, the terms of payment are ten days net, without discount.

13. Late payment

In the event of non-payment by the Customer of the monthly installments due, the Cloud Service will be suspended by MC. The Customer may however continue to access his data, but only for consultation, for a period of three months. After this period, the Contract will be considered terminated. The Customer will have an additional period of one month to request to recover his data, according to the conditions defined in point 14.

14. Data ownership

The data entered by the Customer remains his entire property. In the event of normal interruption of the contract, and at the written request of the Customer within three months after the end of the Contract, MC will provide the Customer with its data and a single-user and local version of the Software, allowing only consultation. An export of data such as addresses, articles, writings and employees can be carried out by the Customer himself. This work can also be entrusted to MC. In this case, this service will be invoiced at the hourly rate in force.

15. Data protection and security

All data concerning the Customer collected by MC in the context of usual commercial relations, or to which MC employees may have access when performing a service, are treated confidentially. No information is transmitted to third parties, except with the express authorization of the Customer. MC complies with the provisions of the Data Protection Act (RS 235.1).  

16. Operating license

Office Maker software is published by MC and is subject to special conditions relating to its use, conditions defined by the operating license. The Operating License can be viewed on the MC website (www.officemaker.ch).

17. Guarantee, limitation of liability

It is the Customer's responsibility to check the functioning of the Software and to ensure that they do not present any crippling defect, incompatibility or insufficiency, and that they meet their needs. To this end, MC makes local versions of the Software available to the Customer free of charge, with demonstration data. Once the Contract is deemed to have been concluded, the monthly payments already invoiced cannot be canceled or reimbursed by MC. Under no circumstances can MC be held liable for any damage whatsoever resulting from the use of the Software. Technical interventions, including the correction or modification of parameters or data, are not subject to the obligation of result. It is up to the Customer to verify the accuracy of the modifications made during the interventions, the Customer being solely responsible for his data. No claim for compensation can be demanded following an intervention by an MC employee. Under no circumstances can MC be held responsible for any loss or corruption of data managed by the Customer. MC is not responsible for the data entered by the Customer. MC assumes no responsibility in the event of processing by the Client.  of data that does not comply with the laws.  

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18. Applicable law, place of jurisdiction

The conditions of this Contract are subject to the application of Swiss law. Any dispute arising from their interpretation or application will be submitted to the competent courts of the jurisdiction of Lausanne. If, for any reason, a court having jurisdiction invalidates, in whole or in part, one of the provisions of this Agreement, the other provisions remain applicable.

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