Terms and Conditions
1. Scope
These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) form part of every contract between iMATRIX GmbH, Cheerstrasse 13e, 6014 Lucerne (hereinafter referred to as “imatrix.ch”), and the licensee.
They govern exclusively the use of the iMATRIX software, but not the individual purchase agreements.
2. Services
iMATRIX GmbH provides companies with services in the field of information and communication technology (consulting, development, production, sales, support, IT services, training, maintenance); brokerage of business relationships and orders in the field of digital communication, graphic design and IT services; investments; asset management, in particular acquisition, financing, creation, management and sale of real estate; acquisition, management and exploitation of intellectual property rights.
2.1 iMATRIX Software
The licence and update fees for iMATRIX software are charged annually depending on the selected package and modules, plus VAT. The price includes the one-time licence, installation and configuration.
After the 30-day free trial, the usage fee must be paid within 10 days of invoicing.
2.2 Newsletter tools “Principles governing the provision of our services”
2.2.1 With our software and its functions, we merely provide you with a technical basis for the purposes that you implement with it within the scope of the services purchased by you (see in particular the service description at https://www.reklama.ch). We assume no responsibility for actions carried out using our software or for content processed with our software. All actions carried out by you with our software and all content processed by you with our software are governed exclusively by the legal provisions, agreements and contracts that you conclude with your customers, partners, employees, etc. with whom or for whom you use our software.
2.2.2 You may not make our services available to third parties for commercial use.
2.2.3 We reserve the right to modify and adapt our services as well as the related documents and annexes while taking your interests into account, provided that this does not violate our main contractual obligations towards you. We will only implement material modifications and settings that negatively affect the contractual relationship with your consent. If such consent is not obtained and we nevertheless have to make the relevant modification or setting because we change our business model or because this is necessary for technical reasons, both parties shall have the right to terminate this contract extraordinarily.
2.2.4 In cases of force majeure, we shall be released from our obligation to perform the services for the corresponding period, provided that the performance is actually impossible for us. Force majeure includes fire, explosion, flooding, war, blockade, embargo, pandemics and industrial action for which neither we nor any subcontractor are responsible.
2.2.5 You are responsible for the actions of your users and are liable for them as if they were your own actions.
2.2.6 Through links or functionalities in our software, you may access third-party websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or can be identified by a change in the browser address line or a change in the user interface.
2.2.7 We are entitled, stating legitimate reasons, to refuse access to our software and to block or exclude you as a customer or your users, or to terminate the contract extraordinarily, if we receive repeated complaints about you or if you repeatedly disregard the requirements arising from the contract and these Terms and Conditions, other requirements communicated by us, or compliance with statutory provisions. We will inform you of this without undue delay and give you the opportunity to comment. Before any complete blocking or complete exclusion, we will inform you 10 days in advance, stating the relevant reasons. If you eliminate the reason that led to the refusal, blocking or exclusion, we will review whether your services can be resumed on our platform.
3. Conclusion of contract
After the licensee contacts iMATRIX GmbH, iMATRIX GmbH sends the licensee an order confirmation for signature. The contract between iMATRIX GmbH and the licensee for the use of iMATRIX software comes into effect upon signature of the order confirmation by iMATRIX GmbH.
4. Legal status of iMATRIX GmbH
iMATRIX GmbH is not a contracting party to agreements concluded between the licensee and its customer through communication. iMATRIX GmbH, its representatives, employees and auxiliary persons are in no way responsible for the risks associated with the initiation and conclusion of transactions and are in no way liable for any resulting damages.
iMATRIX GmbH is not obliged to monitor the conduct of its licensees in connection with the use of the iMATRIX software. However, iMATRIX GmbH is entitled, but not obliged, to review the offers, texts and images published on the iMATRIX software of its licensees for legality or any other form of admissibility.
5. Financial transactions
Financial transactions via the iMATRIX software are processed using the payment solutions Stripe (credit cards), PayPal, bank transfer, Authorize.net AIM and SIM, Instamojo, Mollie, Braintree, PayU Money and 2Checkout. Payments from the licensee’s customers are processed directly via the relevant account of the licensee and without any involvement by iMATRIX GmbH.
6. Terms of use
The licensee is solely responsible for the content, accuracy and currency of its iMATRIX software (customer data, financial transactions, employee data, product data, price information, etc.).
The licensee may only use and publish on the products provided by iMATRIX software images and texts that it has created itself or for the use of which the rights holder has given consent; this also applies in particular to text and image material that is publicly accessible on another website.
The user is responsible for ensuring that the offer and sale of its products do not infringe the rights of third parties, in particular personal rights, property rights and intellectual property rights.
It is not permitted to offer items on products provided by iMATRIX GmbH if the offer is punishable by law or violates public morals. In particular, items that are illegal, pornographic, racist, hazardous to health or in any way associated with unconstitutional organisations are prohibited. In particular, the sale of live animals, weapons, medicines and chemicals is prohibited.
The username and password may only be used by the user to whom they belong. In the user’s own interest, they must be kept confidential. The user may change the password at any time, but must choose a new password that is not easy to determine. In the event of loss of username and password or suspicion of unauthorised access or misuse, the user must inform the iMATRIX team as quickly as possible so that a new password can be generated.
If there are justified indications of unauthorised or abusive use of iMATRIX products, the platform operator may temporarily interrupt the user’s system access without prior notice until security has been restored.
You may subscribe to additional features of the subscription service either by placing an additional order or by activating the additional features in your my.iMATRIX account (if we provide this option to you). This agreement applies to all such additional orders and to all such additional features that you activate in your my.iMATRIX account.
Availability commitment. Details of the iMATRIX availability commitment can be found at www.imatrix.ch.
7. Limitation of liability
iMATRIX GmbH guarantees that its services will be performed with due care and undertakes to provide them in accordance with current technical standards.
The liability of iMATRIX GmbH is limited to damages caused by intentional breaches of contract or gross and ordinary negligence of its employees. The licensees are aware that even with careful software development and maintenance, errors can occur, which is why iMATRIX GmbH does not guarantee uninterrupted operation of the iMATRIX software. iMATRIX GmbH is not liable for consequential damages, loss of profit and data loss, nor for damages resulting from business interruptions, unless these were caused by gross negligence or intent on the part of its employees.
Whenever possible, iMATRIX GmbH performs planned system interruptions, such as maintenance windows, during off-peak times. It may interrupt operation if necessary for important reasons, such as disruptions or risk of misuse. Where possible, information about interruptions will be communicated in an appropriate manner (for example on the imatrix.ch website or by email to the licensees).
The licensee has no claims against iMATRIX GmbH resulting from any system interruption.
iMATRIX GmbH is not liable for defects and disruptions for which it is not responsible, in particular not for security defects and operational failures of providers or third-party companies with which it cooperates or on which it depends. Furthermore, iMATRIX GmbH is not liable for force majeure, improper conduct and disregard of risks by the licensee or third parties, excessive use, unsuitable operating resources of the licensee or third parties, extreme environmental influences, or interventions by the licensee or third parties (viruses, worms, etc.) that occur despite the necessary up-to-date security precautions.
The licensee acknowledges that iMATRIX GmbH registers data that is necessary for the performance of the contract, stores it in accordance with statutory archiving obligations and may evaluate it for statistical purposes. iMATRIX GmbH undertakes not to pass on data concerning users to third parties for purposes unrelated to the contract.
8. Intellectual property
8.1. This is an agreement for access to and use of the subscription service, and this agreement does not grant you any licence in relation to software. The subscription service and consulting services are protected by intellectual property laws. These services belong to us and our licensors (if any). They are our property and the property of our licensors, and we retain all ownership rights in them. You agree not to copy, rent, lease, sell, distribute or create derivative works based on the iMATRIX content, the subscription service or the consulting services, whether in whole or in part and in any manner whatsoever, unless you receive our express written permission to do so. Our trademarks include, but are not limited to, the trademarks listed at www.imatrix.ch (which we may change at any time without notice), and you may not use any of these trademarks without our prior written consent.
8.2. We encourage all customers to share feedback with us about the subscription service or consulting services, submit improvement suggestions and vote on suggestions they like. You agree that all such comments and suggestions are not confidential and that all rights to their use and implementation in the subscription service or consulting services belong to us without any payment or allocation being due to you.
9. Term and termination
The contract is initially concluded for a term of 1 year. If it is not terminated 30 days before expiry, it is automatically extended by a further year in each case. It may then again be terminated with a notice period of 30 days to the end of the contractual term.
Termination must be made in writing by post or by email. iMATRIX GmbH is also entitled to terminate the contract by email to the email address provided by the customer for contract-related communications.
It is the sole responsibility of the customer to export customer data (for website hosting migrations) before such termination or expiry. If the customer has not deleted the customer data from the account, we assume no responsibility after 10 days. This period may therefore be ended by us at any time with or without notice to the customer, after which the customer data will be permanently deleted from our server. The customer acknowledges the foregoing and their sole responsibility to export and/or delete customer data before termination or expiry of these terms of use, and therefore we assume no liability in this regard towards the customer, any user or any third party.
iMATRIX GmbH may also terminate the contract with the licensee without notice or block it until further notice if the licensee violates these Terms and Conditions, if insolvency or bankruptcy proceedings have been initiated against the licensee, or if it otherwise becomes apparent that the customer can no longer meet its payment obligations. This shall in particular be assumed if, despite a second reminder, the licensee has not paid the remuneration for use of the software.
In the event of breaches of duty by the licensee as well as the offering of unauthorised items and infringement of third-party rights, iMATRIX GmbH shall have the right to block the licensee’s access to the iMATRIX software immediately and terminate the contract without notice.
Any fees paid in advance will not be refunded in the event of extraordinary termination of the contract. The licensee is liable to iMATRIX GmbH for all costs and damages resulting from its breach of obligations.
10. Contract amendments
Changes and additions to these Terms and Conditions are only effective if agreed in writing.
iMATRIX GmbH reserves the right to amend the Terms and Conditions. The changes will be announced in good time on the website. In such a case, the user has the right to terminate this contract within 14 days after notification. If the user fails to do so, this is deemed to constitute consent to continue the contract under the new conditions.
11. Data protection
iMATRIX GmbH processes the personal data collected from the licensee in accordance with its privacy policy.
12. Indemnification
If third parties assert claims against iMATRIX GmbH due to an infringement of their rights by offers or content published by the licensee or due to any other use of the software by the licensee, the licensee shall fully indemnify iMATRIX GmbH against all claims and shall also bear the costs of iMATRIX GmbH’s legal defence (including court and attorney’s fees).
13. Jurisdiction and applicable law
These Terms and Conditions are governed by Swiss law, to the exclusion of the conflict-of-law provisions of Swiss private international law. Unless mandatory statutory provisions provide otherwise, the place of jurisdiction is Lucerne, Switzerland.
14. Anti-spam policy
This policy applies to all iMATRIX services that may be used to transmit bulk emails or commercial emails (“Covered Services”).
You agree to the iMATRIX anti-spam policy as a condition of using the Covered Services. Covered Services may only be used to send emails or messages to persons from whom you have explicit permission to send emails or messages relating to the subject matter of such email or message, such as permission-based email marketing. We take our anti-spam policy very seriously. If we determine that you are sending emails or messages to people without their permission, we reserve the right to terminate your user account.
15. Hosting and mailing
The annual remuneration includes web hosting to the extent described in the order confirmation. The choice of server provider lies exclusively with iMATRIX GmbH and, for security reasons, the customer cannot be granted access to server administration. iMATRIX GmbH sets up servers and domains using its own default settings and in its own name. Unless otherwise agreed in the order confirmation, a transfer to another host provider can be carried out at the customer’s request. In such a case, any liability of iMATRIX GmbH for the hosting and operation of the website shall cease. iMATRIX GmbH is entitled to invoice the customer for any additional costs incurred in connection with switching to another host provider. iMATRIX GmbH provides the customer with mail hosting depending on the selected service package.
iMATRIX GmbH uses its best efforts to ensure that the website hosted by iMATRIX GmbH is available as continuously as possible. However, iMATRIX GmbH cannot guarantee this. Restrictions on availability resulting from serious disruptions to the network, servers or software of third-party companies may lead to reduced availability or outages.
15.1 Final reminder: If the customer does not pay its final reminder, the hosting account will be blocked for 10 days. In order to reactivate the account, an advance payment of CHF 200 is required. If the customer still does not leave a written notice with iMATRIX GmbH after a further 10 days (a total of 20 days after the first suspension), the data will be permanently deleted and cannot be restored. In this case, iMATRIX GmbH shall not be liable for any damage resulting from the loss of data.
15.2 DNS changes: If changes are made to the DNS entries of your domain, this automatically leads to deactivation of your domain on our servers. After 30 days, your domain and all associated content, including emails, will be permanently deleted. Please note that iMATRIX GmbH assumes no liability for the loss of your data. Deleted data cannot be restored.
15.3 Bulk emails: It is not permitted to send bulk emails (newsletters) from iMATRIX management servers. In the event of a breach of this rule, the affected domain hosting will be suspended immediately. To reactivate the hosting, an advance payment of CHF 200 is required. In the event of a repeated violation of this rule, the domain hosting will be completely blocked from the iMATRIX server and all data will be removed from the server. iMATRIX GmbH shall not be liable for any damages resulting from the loss of data in such a case.
15.4 Additional services
The customer has the option of taking out additional service subscriptions or obtaining services from iMATRIX GmbH on an hourly basis. The current range of services and service subscriptions as well as their scope of services are described on the platform.
Unless expressly included in the package price, restoration of the website following hacker attacks etc. will be charged to the customer on a time and material basis and in accordance with the applicable rates of iMATRIX GmbH.
15.5 iMATRIX is not obliged to review the customer’s content in this respect.
- to comply with fair use, meaning that excessive or unnecessary use of the subscription is avoided (e.g. mass mailing, unsolicited advertising emails, pure download pages, etc.).
- not to initiate advertising circulars or bulk mailings (mailing campaigns) via electronic mail using email addresses of its domain.
- to regularly check access to its personal electronic mailbox (email).
iMATRIX reserves the right to block the customer’s web hosting service with immediate effect at the customer’s expense in the event of abusive use. This also applies if there is no actual legal claim.
Abusive use includes, in particular, non-compliance with the aforementioned contractual obligations of the customer. In particular, WordPress and module updates must be carried out monthly. The suspension remains in place until the respective matter has been clarified or the customer provides evidence that the content is in fact harmless.
iMATRIX also reserves the right to block the customer’s web hosting service at the customer’s expense if the customer’s user behaviour in any way (chat, forum, etc.) impairs the operation of the server. Claims by iMATRIX for compensation for all resulting direct and indirect damages, including financial losses, remain expressly reserved in every case of abusive use of the web hosting service or violation of these Terms and Conditions.
16. Final provisions
If parts of these General Terms and Conditions should be invalid, this shall not affect the validity of the remaining provisions. The relevant statutory provisions shall replace the invalid provisions accordingly.
Updated: 21 October 2023