1. Scope of application and validity
These General Terms and Conditions (“T&Cs”) regulate the legal relationship between ProMove TM Employability Consulting AG (“ProMove”) and customers (“Customers”) who use the online products or services offered now or in the future in return for a fee or free of charge.
These T&Cs shall take precedence over any T&Cs of the Customer, even if ProMove has not explicitly repudiated the applicability of the Customer’s T&Cs.
These T&Cs are available in German, English and French. In the event of any discrepancies or contradictions, the German version shall be decisive. Any alternative written agreements made between ProMove and Customer shall take precedence over these T&Cs.
2. Scope of service
ProMove offers the Customer paid password-protected access to the information and online services and products (such as Module Outplacement, Location Determination, Coaching, Workshops) (“data base content”) available from its online interactive platform “ProMove Career Manager”.
ProMove may continuously update the data base content and, in doing so, expand or restrict it at its own discretion, namely for preserving quality standards and to take account of technical, organisational and economic progress and circumstances.
The data base content are available to the Customer right around-the-clock. However, ProMove reserves the right to deactivate individual servers for maintenance reasons, thereby temporarily restricting some or all of its online services.
ProMove shall deliver its internet services with the customary diligence, and with the intention of making them permanently available. ProMove does not warrant that its online services shall be available without interruption, that the server connection will be permanently established, or that there will be no loss of the data stored on its servers.
If ProMove offers or jointly offers third-party services as part of its online services, it accepts no liability whatsoever for these third parties.
3. Conclusion of contract, term and end
The contractual arrangement between ProMove and its Customers is established following the receipt of payment, and the receipt of the order acknowledgement generated by ProMove automatically or by computer (“conclusion of contract”).
The term of a subscription and therefore the contractual term is for a period of one year following the conclusion of contract.
However, the Customer is entitled at any time and with immediate effect or to a particular date, to prematurely end the contractual relationship by way of a written notification. This method of termination notwithstanding, the Customer shall be obliged to compensate ProMove in full for the agreed term. Payments made by the Customer are deemed forfeit at the time of the termination; no pro rate temporis reimbursements shall be made.
ProMove may terminate the contractual relationship at any time, if there is a material reason that makes it untenable to continue it.
4. Rights of use, restrictions on use
In accordance with the provisions contained in these T&Cs, ProMove shall grant the Customer the non-exclusive right to use the data base content for its designated purpose for the duration of the agreed term, said right not to be transferable to any third parties.
“Third parties” do not include the employees of companies, with which, as corporate Customers, ProMove has agreed the use through their employees. In this case, the permitted or designated scope of use is determined according to the number of agreed users.
The use of the online services on offer is deemed to be in accordance with the intended, specified use insofar as this is performed, through the utilisation of the relevant modules, for the purpose of establishing or enhancing the employability or labour market potential of the users.
Any other extended use of the data base content provided by ProMove is prohibited. It is prohibited namely to copy data base content for passing onto or for the use by unauthorised third parties, or to use said content for any commercial purposes.
If Customers undertake a prohibited use of the data base content, ProMove shall be entitled to block the Customer’s access immediately and terminate the contractual relationship for cause with immediate effect. In such case, ProMove shall remain entitled to claim payment for the (entire) agreed term.
5. Other duties and obligations of the Customer
When registering as a customer, the Customer must enter all information completely and correctly.
The Customer may not disclose the means of identification provided to it by ProMove (user identification and password), and it should protect this inf0romation from being misused by unauthorised persons.
The Customer shall bear all the risks resulting from the misuse of its means of identification. The Customer shall be specifically also be liable for online services used or ordered by third parties with the aid of its means of identification.
Corporate Customers must ensure that the log-in data provided by them to individual users, is securely retained by these individuals, used exclusively by them and is not disclosed to any third parties.
The Customer is responsible for fulfilling the technical prerequisites needed in order to access data base content. This particularly concerns using the necessary hardware and operating software, browser software as well as the online connection. The Customer is also responsible for taking the safeguards necessary in order to protect its own system.
6. Data protection and data processing
ProMove may store master data (Customer IDs, user details and user data) in a machine-readable form, and it may process this as part of the contractual relationship existing with the Customer. However, the Customer shall in any event remain the sole owner of the data, and it may at any time demand that ProMove delete this data.
The Customer is personally responsible for saving its own data. It shall store this data either on the ProMove TM servers or on its own data storage medium.
Once the fixed term of the contractual relationship has ended, ProMove shall not be obliged to update or administer the Customer data captured, processed and generated on its servers. The Customer acknowledges that its data shall generally be deleted 30 days following the expiry of the fixed term of the contractual relationship.
7. Email communications and the internet
Electronic communications are deemed to be less reliable, secure and confidential as information communicated using standard mail or fax. Furthermore, the receipt of emails may be interrupted due to technical or operational reasons. ProMove therefore accepts no liability for non-delivered, defective or delayed email correspondence. If ProMove is contacted by email, unless there is explicit information to the contrary, ProMove shall deem this to constitute agreement for a response to be issued in respect of the emails, and for communications to be conducted electronically.
8. Fee and conditions of payment
The fee payable by the Customer is dependent on the number of users and the corresponding number of coaching hours purchased, based on the information provided on the website or the “ProMove Career Manager” platform. The specified prices are always exclusive of sales tax/value-added tax, which, if applicable, shall likewise be payable by the Customer.
Payments made by private Customers are strictly required in advance or upon the placement of the order, by using the available payment methods (e.g. by credit card or Paypal).
If the payment is made upon receipt of invoice, the Customer shall be obliged to render payments within 30 days from receiving the invoice. Following the expiry of this payment period, ProMove shall be entitled to charge interest on the delayed payment at the rate of 5% p.a. without additional notice.
In the event of a delay to the payment, ProMove shall be entitled to block the Customer’s access without further ado.
9. Warranty and liability
ProMove warrants that the online services made available for the term of the contractual relationship, shall remain usable for the intended, specified purpose without any significant limitations. Temporary malfunctions or system downtimes do not constitute significant limitations or a breach of warranty.
Insofar as ProMove makes third-party data base content available, ProMove shall accept no liability for the accuracy and completeness of this data base content.
No liability is accepted for slight negligence. Furthermore, ProMove accepts no liability for damage sustained by the Customer through the misuse or loss of its log-in data, or in the event that the Customer allows others to use its log-in data, or for interruptions to the transfer of data or the lack of access security that arises due to the incompatibility of the terminal devices used by the Customer. ProMove likewise accepts no liability for loss profits or for financial loss or consequential damage, which is specifically caused through using evaluations and such like.
10. Amendments to these T&Cs
ProMove reserves the right to amend these T&Cs at any time. Amendments shall be displayed on the website or the “ProMove Career Manager” platform, therefore enabling Customer to be continuously informed of any and all changes. By continuing to use this website or the “ProMove Career Manager” platform, the Customer is deemed to have accepted these amendments, irrespective of whether or not the Customers retrieves the amended T&Cs.
11. Applicable law, Legal venue
The legal relationship between ProMove and its Customers shall be exclusively subject to the substantive law of Switzerland.
The place of performance is Schaffhausen in the Canton of Schaffhausen. The legal venue for all disputes arising from or connected with the contractual relationship between ProMove and the Customer shall be the competent court in Schaffhausen in the Canton of Schaffhausen.
Schaffhausen, December 2017