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General Terms and Conditions (GTC)

Version 1.5 · dated 18 July 2025

Note: This English translation is provided for convenience only. The legally binding version is the German original.

Version 1.5, dated 18 July 2025

The General Terms and Conditions of beUnity AG (hereinafter: "GTC") describe the rights and obligations relating to the use of our online platform (hereinafter: "Platform") and the associated online tools (the "Services"). For customers (hereinafter "Customer or Customers"), as defined below, these GTC govern access to the Platform and the use of the Services of beUnity AG (hereinafter "Provider"). For users who are invited into a community (operated by a Customer), the "Terms of Use for Users of the beUnity Platform" govern access to and use of the Platform and Services.

1. The most important things first

  1. By completing the registration form to order the beUnity Platform on the beUnity AG homepage or by accepting a written offer (quotation), the Customer unconditionally accepts the following GTC. Any deviations from the GTC require an explicit written agreement between the parties in order to be valid.
  2. The Provider reserves the right to amend these terms at any time. The amended terms take effect upon publication on the website. Amendments are communicated to the Customer via the beUnity customer portal 3 months before they take effect. If the amendments result in a disadvantage for the Customer, the Customer has the right to withdraw from the contract before the amended GTC take effect.

2. Software as a Service (SaaS) contract

  1. The Provider renders SaaS services for its Customers via the internet in the field of community software.
  2. The subject matter of the contract is:
    • the provision of the Provider's software for use via the internet, and
    • the storage of the Customer's data (data hosting)

3. Provision of software

  1. The Provider makes the software solution "Platform" available to the Customer for use via the internet, against payment, in its current version for the duration of this contract. For this purpose, the Provider stores the software on a server that is accessible to the Customer via the internet.
  2. The Provider continuously develops the software and will improve it through ongoing updates and upgrades. The current scope of functions results from the service description on the Provider's website.
  3. The Provider continuously monitors the proper functioning of the software and remedies software defects within the scope of what is technically feasible. A defect exists in particular if the software does not fulfil the functions specified in the service description, delivers incorrect results or otherwise fails to work properly, so that the use of the software is impossible or significantly impaired.

4. Rights of use to the software

  1. The Provider grants the Customer the non-exclusive and non-transferable right to use the software "Platform" as intended within the scope of the SaaS services for the duration of the contract.
  2. The Customer may neither reproduce nor edit the software, unless expressly permitted in the current service description on the website. In particular, even the temporary installation or storage of the software on data carriers (hard disks or similar) of the hardware used by the Customer (random access memory excepted) is prohibited.
  3. The Customer is not entitled to make this software available to third parties for use, whether for payment or free of charge. Any form of making the software available to third parties is expressly prohibited.
  4. The Customer undertakes to structure any contractual relationships with third parties in such a way that free-of-charge use of the software by third parties is effectively prevented.
  5. In addition to the software "Platform", the Customer may order various additional packages ("add-ons") from the Provider. Such add-ons may in particular enable the integration of third-party providers with the software. If access rights are required for the use of such an add-on, the Customer expressly agrees, upon ordering the add-on, to grant all access rights necessary for this purpose.

5. Data hosting

  1. The Provider makes a defined storage space on a server available to the Customer for the storage of its data. If the storage space should be insufficient for storing the data, the Provider will inform the Customer in good time. If the Customer subsequently does not order additional storage space against payment, data exceeding the available storage space will no longer be stored.
  2. The Provider ensures that the stored data is retrievable via the internet within the scope of what is technically feasible.
  3. The Customer is not entitled to make this storage space available to a third party, in part or in full, whether for payment or free of charge.
  4. The Customer undertakes not to store any content on the storage space whose provision, publication or use violates applicable law or agreements with third parties.
  5. The Provider is obliged, within the scope of what is technically feasible, to take suitable and reasonable precautions against data loss and to prevent unauthorised third-party access to the Customer's data. For this purpose, the Provider will carry out regular backups, check the Customer's data for viruses and install firewalls.
  6. The Customer remains in all cases the sole party entitled to the data and may therefore demand from the Provider the release of individual items or all of the data during the term of the contract, without any right of retention on the part of the Provider. The data is released, at the Customer's choice, either by handing over data carriers or by transmission via a data network. The Customer has no claim to the software suitable for using the data.
  7. After termination of the contract, the Customer is entitled to demand the release of its data for a further three months (from the termination date). The Provider is not obliged to store the Customer's data beyond this period. If a Customer demands the release of data after expiry of the one-month period and the data is still held by the Provider, the Provider will release the data to the Customer upon payment of the costs actually incurred for this purpose.

6. Support & customer service

  1. The Provider will answer the Customer's enquiries (by e-mail or telephone) regarding the software "Platform" and other SaaS services on working days during business hours, by telephone or in writing, as quickly as possible after receipt of the respective question.
  2. The Customer acknowledges that the Platform is typically made available for use via the most commonly used internet browsers or as smartphone applications ("apps") for recent generations of iOS- or Android-based models; a corresponding use of the Platform cannot be guaranteed for all smartphones or internet browsers used in practice ("base applications"). Technical difficulties, in particular those that may be related to underlying base applications, may not always be capable of being resolved, or resolved completely.

7. Impairment of accessibility

  1. Adjustments, changes and additions to the contractual SaaS services as well as measures serving to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility where this is necessary for technical reasons.
  2. The basic functions of the SaaS services are monitored daily. Maintenance of the SaaS services generally takes place Monday to Friday from 08:00 to 19:00. In the case of severe errors – the use of the SaaS services is no longer possible or is significantly impaired – maintenance is generally carried out within 2 hours of becoming aware of the issue or being notified by the Customer. The Provider will notify the Customer of maintenance work in good time and carry it out as quickly as possible.
  3. The availability of the individual SaaS service is 99.5% on an annual average.

8. Obligations of the Customer

  1. The Customer is obliged to prevent unauthorised third-party access to the software by taking suitable precautions. For this purpose, the Customer will, where necessary, draw its members' attention to compliance with copyright law. In particular, the Customer will instruct its employees not to make copies of the software and not to pass on access credentials to third parties.
  2. The Customer is itself responsible for entering and maintaining the data and information required for its use of the SaaS services – without prejudice to the Provider's obligation to back up data.
  3. The Customer is obliged to check its data and information for viruses or other harmful components before entering them, and to use state-of-the-art virus protection programs for this purpose.
  4. When using the SaaS services for the first time, the Customer must generate its own "User ID" and password, which are required for further use of the SaaS services. The Customer is obliged to keep the "User ID" and password secret and not to make them accessible to third parties.
  5. The Customer must inform the Provider immediately of any unauthorised use of the "User ID" and password or other attacks on security. In such cases, the Provider will change the Customer's "User ID" and password in agreement with the Customer.
  6. The Customer must take all measures that are necessary, in the Provider's due discretion, to maintain or improve the security of the data, the software and the network connections.

9. Remuneration

  1. The Customer undertakes to pay the Provider the remuneration agreed in accordance with its subscription (or offer) for the provision of the software and the data hosting, plus statutory VAT.
  2. The Provider will send the Customer an invoice for the contractually owed remuneration.
  3. The Provider is entitled, by written notice to the Customer, to adjust the remuneration and the scope of services as of the next possible termination date. Reasons for such a change in services include in particular technical progress and the further development of the software. If the Customer does not wish to continue the contract at the changed rates, it is entitled to extraordinary termination with a notice period of 14 days as of the date the change takes effect.

10. Term and termination of the contract

  1. The parties agree in particular on the exact starting date of the contract, taking into account beUnity's organisational and technical availability.
  2. The parties agree on a minimum contract term of 12 months from the defined date. Thereafter, the contract may be terminated by either party with a notice period of 2 months as of the respective contract end date (visible on the invoice).
  3. Unless expressly agreed otherwise in the contract, the contract is deemed concluded for an indefinite period and renews annually for a further 12 months.
  4. Both parties may terminate the contract for good cause rendering the continuation of the contract unreasonable, without observing any notice periods or termination dates (with immediate effect).
  5. Notice of termination may be given by authorised persons by e-mail to hello@beunity.io.

11. Warranty / liability

  1. The Provider warrants the functionality and operational readiness of the SaaS services in accordance with the provisions of these GTC.
  2. The Customer undertakes to indemnify the Provider against all third-party claims based on the data stored by the Customer and to reimburse the Provider for all costs incurred by it due to possible legal infringements.
  3. The Provider is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is unlawful and/or infringes third-party rights. A reasonable suspicion of unlawfulness and/or an infringement of rights exists in particular if courts, authorities and/or other third parties inform the Provider thereof. The Provider must inform the Customer of the removal and the reason for it without delay. The block must be lifted as soon as the suspicion has been fully dispelled.
  4. Within the scope of the statutory provisions, the Provider excludes any liability towards the Customer (or any third party), in particular for the fulfilment of its contractual and non-contractual obligations and for loss of data and loss of profit (including for negligence). This exclusion of liability also applies to damage arising directly or indirectly from the use of the "beUnity" software.
  5. In all cases, irrespective of the basis of liability, the mutual liability of the contracting parties is limited to the amount of the monthly access fees in the twelve months preceding the occurrence of the damage.
  6. If the Provider is unable to render the contractually owed services, or can only render them to a limited extent, due to force majeure, performance of the contract is suspended for as long as the force majeure event persists. Force majeure includes in particular power failures, unforeseen official orders or the occurrence of harmful software. Any liability of beUnity is excluded in every case of force majeure.

12. Confidentiality

  1. The Provider undertakes to maintain secrecy regarding all confidential matters that come to its knowledge in the course of the preparation, implementation and fulfilment of this contract, in particular business or trade secrets of the Customer, and not to pass on such information to outside third parties without the Customer's authorisation. This applies vis-à-vis any unauthorised third parties, unless the disclosure of information is necessary for the proper fulfilment of the Provider's contractual obligations.
  2. The Customer authorises the Provider to publicly name the Customer as a reference.

13. Data protection

  1. By accepting these GTC, the Customer simultaneously declares its consent to the "Privacy Policy of beUnity AG" and to the Data Processing Agreement (DPA). These are permanently available on the beUnity homepage. The Customer declares that it is familiar with both documents.
  2. The Provider ensures that all subprocessors who gain access to personal data in the course of fulfilling the contract are bound by a contract in accordance with Art. 28 para. 4 GDPR or the revised Swiss Data Protection Act (revFADP). The current list of subprocessors is available in Annex C to the DPA. The Customer has the right to object to the involvement of new subprocessors on legitimate grounds within 30 days of notification.

14. Intellectual property rights

  1. All intellectual property rights to the services, the "beUnity" software, the website and the documentation relating to the services remain the property of the Provider.

15. Notices

  1. Unless a stricter form is mandatorily prescribed in this contract or by law, all notices must be sent in writing to the addresses provided upon the Customer's registration or stated on the Provider's homepage. Transmission by e-mail satisfies the written-form requirement in each case. Notices sent by the Provider to the e-mail address provided by the Customer upon registration are in any event deemed to be written notices.
  2. The contracting parties are obliged to notify the other contracting party of changes of address (including e-mail) without delay; otherwise, notices sent to the last address notified in writing are deemed to have been legally received.

16. Severability clause

  1. In the event that individual clauses of this agreement are wholly or partially invalid, any invalid provisions shall be reinterpreted, supplemented or replaced in such a way that the economic purpose pursued by the invalid provision is achieved. The same applies in the event that this agreement contains any gaps.

17. Place of jurisdiction & choice of law

  1. With regard to all legal relationships arising from this contractual relationship, the parties agree on the application of the law of the Swiss Confederation, to the exclusion of the rules of private international law (PIL) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. Horgen is agreed as the exclusive place of jurisdiction for all disputes arising in connection with the performance of this contractual relationship.

18. Annex

  1. All legal notices, annexes, references and documents (e.g. imprint, privacy, GTC, terms of use, data processing agreement, TOM) of beUnity AG are available in a clear overview on the Legal Notices page.