Terms of use

Between clients

- hereinafter referred to as the customer -

and contractor

eyevip cloud AG
Weberstrasse 3
8004 Zurich
Switzerland

- here in after referred to as eyevip cloud AG –

- together referred to as Contracting Parties –

1. Scope of Application

1.1 These Terms of Use are valid from 1 January 2025 and replace all previous versions.

1.2 Together with the confirmed offer and any other contractual documents, these Terms of Use constitute the final agreement (hereinafter referred to as "Agreement") between the customer and eyevip cloud AG. These Terms of Use are an integral part of all offers, order confirmations and invoices.

1.3 The following terms of use apply between the customer listed in the service agreement and eyevip cloud AG, unless otherwise required by law in individual cases or expressly agreed otherwise in writing by the parties. In addition, customers or users agree to these terms of use by using the services of eyevip cloud AG.

1.4 The Privacy policy is an integral part of these Terms of Use.

2. General Content of the Agreement

2.1 These terms of use apply to the use of the software "eyevip" of eyevip cloud AG according to the current product description as "Software as a Service" (SaaS) or cloud offer. The software is operated by eyevip cloud AG as a SaaS or cloud solution. The customer is enabled to use the software stored and running on the servers of eyevip cloud AG or a service provider commissioned by eyevip cloud AG via an Internet connection for his own purposes during the term of this contract and to store and process his data with its help in Switzerland.

2.2 These terms of use also apply to the "on premise" use of the "eyevip" software from eyevip cloud AG on the customer's infrastructure. The software is provided by eyevip cloud AG and installed and operated on the customer's infrastructure. eyevip cloud AG provides the customer with the software in the agreed version and at the agreed time after the purchase of the licence. The customer provides the required infrastructure. The customer is responsible for backing up the software and data.

2.3 These terms of use are solely binding. Any terms of use of the customer shall not apply. Any confirmation by the customer with reference to its own terms and conditions is expressly rejected.

2.4 Presentations, statements and the like shall only be binding once they have been legally signed. Other work results shall only be binding if this is expressly recorded in writing. Interim reports and preliminary work results may deviate considerably from the final result and are non-binding.

2.5 If individual employees are named in the agreement, eyevip cloud AG shall endeavour to a reasonable extent to ensure that these named individuals are available to the customer during the expected period of time specified in the contract to support the work of eyevip cloud AG. eyevip cloud AG has the right to replace individual employees. eyevip cloud AG may use suitable third parties to provide its services.

2.6 Deadlines are considered general targets, unless they are expressly agreed as binding assurances.

2.7 The customer commissions eyevip cloud AG with the processing of personal data of the persons concerned exclusively for the purpose of service provision. eyevip cloud AG will not process the personal data of the data subjects for other purposes. The processing of personal data by eyevip cloud AG is carried out on behalf of the customer. The customer is and remains the controller for the processing of personal data. Therefore, the customer is responsible for compliance with applicable data protection laws, in particular with regard to the lawful transfer of personal data to eyevip cloud AG and/or its sub-processors and the lawful processing of personal data in general. Data subjects have the right to access, rectify, erase and restrict the processing of their personal data. The customer is responsible for responding to these requests and ensures that these rights are technically and organisationally coordinated with eyevip cloud AG as required. Further information on data protection can be found at https://eyevip.com/de/datenschutz.php.

2.8 The customer is obliged to comply with the provisions of the Telecommunications and Data Protection Act. The customer hereby confirms and guarantees that all personal data that it uploads, imports, stores or retrieves from eyevip cloud AG and/or a sub-processor for the provision of the service is exclusively data that it has received with valid and effective authorisation, as required by applicable law (e.g. express and informed consent), from the data subjects for the processing of such personal data. To the extent that it concerns personal data of the customer and/or personal data of data subjects and the customer is authorised to represent such persons, the customer hereby agrees for itself and any person or company it represents that eyevip cloud AG and/or any sub-processors may process personal data for the purpose of providing the Service.

2.9 The customer confirms and guarantees that all e-mail addresses, telephone numbers or other contact details (guests, customers, employees or third parties) used in connection with the service may be used specifically for the purpose of receiving correspondence from them. eyevip cloud AG assumes no responsibility for content sent to guests, customers, employees or third parties through the use of the service. eyevip cloud AG provides reasonable efforts in relation to the delivery of emails when using the service. However, eyevip cloud AG does not guarantee the deliverability of the e-mails. eyevip cloud AG is not responsible for the actions of persons who receive e-mails sent through the use of the service.

The service may not be used to send content to recipients who:

   a) is unlawful, threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of a person's privacy, obscene, vulgar, pornographic, offensive, inappropriate, depicts nudity or sexual activity, or is otherwise unlawful;
   b) constitute unauthorised or unsolicited advertising, junk mail or bulk e-mail ("spam") under applicable law;
   c) contain software viruses or other computer codes, files or programs that are intended to disrupt, damage or restrict the functionality of software, hardware or telecommunications devices or to gain unauthorised access to systems, data, passwords or other information of eyevip cloud AG or third parties;
   d) contain material that was not created or provided by the customer or that violates the rights of third parties (including copyrights to text, photos, graphics and other content);
   e) pretend to be another natural or legal person, including an employee or representative of eyevip cloud AG;
   f) contain identification documents, personal data or other sensitive information of persons without authorisation;
   g) provide for uploading or transferring to purchased lists, rented lists or lists from third-party providers of any kind."

2.10 Artificial intelligence (AI) is used selectively to optimise eyevip's services, unless this is explicitly requested by the customer. All applicable data protection and information obligations are complied with. No personal data is processed. All AI applications are comprehensible in their functional scope and DSG-compliant.

2.11 eyevip cloud AG does not tolerate spam. The reputation and whitelisting of the eyevip email servers are decisive quality features of its service. Since the sending of spam can lead to interruptions and irregularities in customer service, eyevip cloud AG implements consistent measures to protect its reputation in the event of violations:

          a) Should eyevip cloud AG be placed on a blacklist due to e-mails sent, the customer shall bear all external costs incurred as well as the internal expenses necessary for removal from the blacklist.
   b) The correct configuration of SPF records is mandatory. If SPF records are not set correctly, eyevip cloud AG reserves the right to refuse to send mail, as this may jeopardise the server reputation.

The costumer also undertakes to properly configure SPF, DKIM and DMARC to ensure reliable e-mail delivery. eyevip cloud AG reserves the right to suspend delivery without prior notice in the event of misuse or violations of these guidelines. All additional costs arising from a blacklisting entry shall be borne by the customer.

2.12 All users of the customer who work with the eyevip cloud AG service must follow the rules of conduct and guidelines for permitted use set out in this section 2 ("General content of the agreement"). If the customer violates this policy or any other provision of this Agreement, eyevip cloud AG is entitled to suspend or terminate the customer's account immediately and without prior notice, which shall have no effect on the customer's obligations under this Agreement.

3. Placing of Order

3.1 An order shall be deemed to have been placed if:

• the customer accepts an offer via the electronic order management software,
• a written order confirmation is available,
• there is a verbal order confirmation or it is clear from the circumstances that the costumer is willing to purchase the service or product in question,
• or an offer is available and eyevip cloud AG has started the work with the knowledge and consent of the customer.

3.2 In the case of framework offers, the order shall also be deemed to have been placed if the further procedure is regulated in separate plans (e.g. project plans). The dates, working days or resources reserved in accordance with such plans shall be deemed to have been commissioned as part of the framework offer. 

4. Co-operation and Obligations of the Customer

4.1 The customer shall support eyevip cloud AG to a reasonable extent in the provision of the contractual services.

4.2 The customer is responsible for the proper and regular backup of his data. This also applies to documents provided to eyevip cloud AG in the course of the execution of the contract.

4.3 For the use of the software, the system requirements resulting from the product description or the order sheet must be fulfilled by the customer. The customer is responsible for this.

4.4 The customer must keep the access data provided to him secret and ensure that any employees who are provided with access data do the same. The customer is obliged to choose secure, individual passwords that may only be used for this service. It is prohibited for several persons to share a login. The service of eyevip cloud AG may not be made available to third parties unless this has been expressly agreed by the parties.

4.5 The customer undertakes not to entice away any employees of eyevip cloud AG in any form whatsoever. This non-solicitation clause applies for the duration of the contractual relationship between eyevip cloud AG and the customer as well as for one year after its termination. In the event of a breach of this non-solicitation clause, the customer undertakes to pay a contractual penalty in the amount of CHF 20,000. Payment of the contractual penalty does not release the customer from the non-solicitation clause. The right to claim further damages remains reserved. 

5. Nature and Scope of the service

5.1 eyevip cloud AG provides the customer with the software "eyevip" in the agreed version at the router output of the data centre where the server with the software is located ("transfer point") for use. The software, the computing power required for use and the required storage and data processing space are provided by eyevip cloud AG. eyevip cloud AG does not owe the establishment and maintenance of the data connection between the customer's IT systems and the described transfer point.

5.2 Each price model of the "eyevip" software includes a fixed upper limit for the number of users and annual invitations. The customer is responsible for ensuring that these limits are adhered to. There is no automatic notification or blocking if the customer exceeds this limit. The customer is obliged to inform eyevip cloud AG within 14 days if the limit is exceeded. He agrees that from the time of the overrun the corresponding higher price model will be applied and can be invoiced retroactively by eyevip cloud AG.

5.3 The user is responsible for activities in the user account. The customer may not use the services in an improper manner and only within the legal framework. eyevip cloud AG reserves the right to suspend or delete access in the event of suspected misuse.

5.4 In connection with the use of the services, eyevip cloud AG may send service announcements, administrative messages and other information. eyevip cloud AG may contact the customer through any channel.

5.5 eyevip cloud AG may add new functions to its eyevip software, remove them, suspend modules or discontinue them permanently.

6. Availability of the software

6.1 eyevip cloud AG points out to the customer that restrictions or impairments of the services provided may occur that are beyond the control of the provider. This includes in particular actions by third parties who are not acting on behalf of the provider, technical conditions of the Internet that cannot be influenced by the provider and force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on the provider's services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the provider, this shall have no effect on the contractual conformity of the services provided.

6.2 The customer is obliged to report functional failures, malfunctions or impairments of the software immediately and as precisely as possible to support(at)eyevip.ch.

7. Data Processing Rights, Data Protection

7.1 eyevip cloud AG undertakes to comply with the applicable data protection regulations, in particular the GDPR and the Swiss Data Protection Act (DSG), insofar as this is necessary for the provision of its services (see "Data protection" on eyevip.com).

7.2 The customer grants eyevip cloud AG the right to reproduce the data to be stored by eyevip cloud AG for the customer for the purpose of executing the contract, insofar as this is necessary for the provision of the services owed under this contract. eyevip cloud AG is also entitled to store the data in a failure system or separate failure data centre in Switzerland. Furthermore, eyevip cloud AG is entitled to make changes to the structure of the data or the data format in order to eliminate malfunctions.

7.3 eyevip cloud AG regularly backs up the customer's data on the server for which eyevip cloud AG is responsible to an external backup server. The customer can extract this data, as far as technically possible, at any time for backup purposes and is obliged to do so at regular, customary intervals. If this is not possible, eyevip cloud AG shall provide the customer with the data once a month as a backup. These expenses will be charged at cost.

8. Support

8.1 A support case exists if the software does not fulfill the contractual functions in accordance with the product description. The type and nature of the error message depends on the website, as does the scope of the suport services.

8.2 If the customer reports a support case, he must provide as detailed a description as possible of the respective malfunction in order to enable efficient troubleshooting.

8.3 The parties may reach a separate agreement on the provision of support, maintenance and care services.

9. Fees and Expenses

9.1 In addition to the licence claim, eyevip cloud AG is entitled to reimbursement of expenses incurred and third-party fees. Travelling time, with the exception of the time spent travelling from a local residence to the normal workplace, is included in the hours required to provide the services and will be invoiced.  

9.2 Cost estimates are based on estimates of the scope of the work required and are prepared on the basis of the data provided by the client. They are therefore not binding for the final calculation of the fee.

9.3 All prices quoted are exclusive of taxes.

9.4 License invoices and invoices for expenses must be paid within 10 days to the account specified by eyevip cloud AG. If payment is not received on time, eyevip cloud AG has the right to immediately discontinue contractually guaranteed services or to deviate from the service level. This right includes the blocking of online access. Furthermore, in this case eyevip cloud AG has the unilateral right to terminate the agreement without notice and extraordinarily.

9.5 In the event of termination of the agreement, the customer shall pay eyevip cloud AG for all services provided up to the date of termination. In the event of extraordinary termination by the customer, the customer shall pay all additional costs incurred by eyevip cloud AG due to the premature termination of the service.

9.6 Regardless of the reason for the termination of the agreement, the customer shall bear all costs for the repatriation. eyevip cloud AG shall charge the prices defined in the agreement for services requested by the customer beyond the termination date.

10. Exchange of Information

10.1 The parties undertake to maintain secrecy about all confidential information of which they become aware on the occasion of or in connection with the receipt or provision of services within the framework of the execution of the contractual relationship. All data relating to facts, methods and knowledge which, at least in their specific application in the context of the execution of the contractual relationship, are not to be regarded as confidential.

1. are or become generally accessible to the public, whereby this is not due to a breach of an obligation under this Section 10;
2. acquired from a third party without an obligation of confidentiality; 
3. are or were created independently by the recipient of the confidential information or were known to him or her prior to receipt; 
4. are generally known or can be easily determined by third parties with general knowledge. 

10.2 Excluded from this is the disclosure of confidential information for the necessary protection of legitimate own interests, insofar as the respective third parties are subject to an equivalent obligation of confidentiality.

10.3 eyevip cloud AG is further authorised to disclose confidential information to a third party if this is necessary for the provision of the service. eyevip cloud AG may process the information it becomes aware of, in particular the personal data of customers, using IT technology or have it processed by third parties. This also makes the information accessible to persons who perform system support and control functions as part of the processing. eyevip cloud AG ensures that the relevant persons are also subject to the obligation to maintain confidentiality.

10.4 eyevip cloud AG explicitly points out, that no sensitive personal data should be sent to it by the customer via unencrypted methods. In particular, but not conclusively, access or guest lists are valid for eyevip cloud AG explicitly points out that no sensitive, personal data should be sent to it by the customer via unencrypted methods. This applies in particular, but not exclusively, to acess or guest list. this.

10.5 The obligation to maintain confidentiality shall survive the termination of the contractual relationship. The above obligation does not prevent eyevip cloud AG from executing the same or similar orders for other customers while maintaining confidentiality.

10.6 The parties may use electronic media such as telephone, fax, websites and e-mail for their communication within the framework of the contractual relationship. During electronic transmission, data may be intercepted, destroyed, manipulated or otherwise adversely affected and may be lost for other reasons or arrive late or incomplete. Each party is therefore responsible for taking appropriate precautions to ensure error-free transmission or receipt and to recognise elements that are defective in terms of content or technology. The customer acknowledges that absolute protection is not possible.

10.7 eAs an auxiliary person, eyevip cloud AG is subject to professional secrecy in accordance with Art. 321 of the Swiss Criminal Code.

11. Property Rights and Rights of Use

11.1 All industrial property rights such as intellectual property rights and licence rights to the documents, products or other work results produced by eyevip cloud AG within the scope of the execution of the contractual relationship as well as the know-how developed or used in the process shall be the exclusive property of eyevip cloud AG, irrespective of any cooperation between eyevip cloud AG and the customer.

11.2 eyevip cloud AG grants the customer a non-exclusive and non-transferable right of use for his own exclusive use for the duration of the contract to the documents, products and other work results provided to him, including the respective associated know-how.

11.3 The customer is not authorised to reproduce, modify, distribute, sell or lease any part of the software. The eyevip software may neither be reverse engineered nor may the source code be extracted.

11.4 The passing on of documents, products and other work results or parts thereof as well as individual technical statements to third parties by the customer is only permitted with the express written consent of eyevip cloud AG.

11.5 The customer shall refrain from modifying the documents provided to him by eyevip cloud AG, in particular the binding reporting. The same applies to products and other work results, unless their purpose is to be further processed by the customer.

11.6 The authorisation to refer to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is hereby granted in full. For this purpose, images of the customer's company logo may also be used on the Internet, in company presentations, brochures, advertisements, etc.

12. Warranty and Liability

12.1 eyevip cloud AG makes no express or implied warranties, representations or endorsements with respect to the Website, the Service or the Content. To the extent permitted by law, eyevip cloud AG expressly all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. This applies to direct as well as consequential damages and also those attributable to force majeure, including but not limited to natural disasters, pandemics, government measures, unforeseeable system failures or unauthorised third-party interventions.

12.2 eyevip cloud AG does not warrant that the functions performed by the website or the service will be uninterrupted, timely, secure or error-free or that defects in the website or the service will be corrected.

12.3 eyevip cloud AG does not guarantee the events that can be achieved through the use of the service.

12.4 eyevip cloud AG assumes no liability for the accuracy or completeness of the content or the correction of errors in the content. The website, the service and the content are only provided "as is" and "as available".

12.5 eyevip cloud AG shall in no event be liable for damages of any kind, including, but not limited to, direct, incidental, consequential, special or exemplary damages arising out of

   a) the use or inability to use the website, the service or the content
   b) any transaction conducted through or facilitated by the Website
   c) any claims attributable to errors, omissions or other inaccuracies on the Website, the Service and/or the Content
   d) unauthorised access to or transmission of the data
   e) the loss or corruption of uploaded data (including but not limited to guest lists); or
   f) any other matter relating to the Website, the Service or the Content, even if eyevip cloud AG has been informed of the possibility of such damage.

The customer is obliged to take measures to minimise damage and to report all malfunctions to eyevip cloud AG immediately.

12.6 If the Customer is dissatisfied with the Website, the Service, the Content or the Terms of Use, the Customer's sole and exclusive remedy is to discontinue using the Website and/or the Service.

12.7 As applicable law may not allow the exclusion or limitation of liability to the extent set out above, some of the above limitations may not apply. In this case, eyevip cloud AG's liability is limited and the warranty is excluded to the maximum extent permitted by applicable law.

13. Duration of the Agreement

13.1 The agreement is valid from the start date specified in the agreement or, if not start date has been definded, from the date on which the agreement is signed by both parties.

13.2 The eyevip cloud AG subscriptions (licences) are concluded either for one event or for a period of 12 months. Invoices are always issued in advance. Unless the customer cancels at least 30 days before the end of the subscription period (private cloud and/or on-premise customers min 90 days or according to separate contracts), the subscription is automatically extended for a further 12 months. The licence for holding an event does not require cancellation. After the event has been held, access will be switched off by eyevip cloud AG. Invoicing takes place in advance.

13.3 Should the customer violate the provisions of the agreement, eyevip cloud AG may immediately suspend or terminate the services.

13.4 Both parties reserve the right to extraordinary termination for good cause if the legal requirements are met. An important reason for eyevip cloud AG exists in particular if the customer is more than two months in arrears with the payment of a due remuneration despite a reminder. If the customer is responsible for the reason for termination, the customer is obliged to pay eyevip cloud AG the agreed remuneration less the expenses saved by eyevip cloud AG until the date on which the contract would end at the earliest in the event of ordinary termination.

13.5 Cancellation notices require the text form to be effective. Compliance with this form is a prerequisite for the effectiveness of the cancellation.

13.6 After termination of the contract, eyevip cloud AG shall return to the customer all documents provided by the customer and still in the possession of eyevip cloud AG as well as data carriers in connection with the present contract and, at the customer's discretion, hand over the data stored at eyevip cloud AG to the customer or delete them, provided that no storage obligations or rights exist.

14. General 

14.1 With the exception of the Costumer's obligation to pay for the services provided, neither party shall be responsible for the non-fulfillment of obligations under this Agreement for reasons beyond its control. 

14.2 If any provisions of the Agreement are invalid in whole or in part, such provisions shall be excluded from this Agreement. However, this shall not affect the enforceability of the remaining provisions of this agreement.

14.3 eyevip cloud AG is authorised to provide services for other customers.  

14.4 eyevip cloud AG may amend these Terms of Use at any time. The customer will be informed in good time about changes to the GTC. If the customer continues to use the services of eyevip cloud AG after the amended GTC have come into force, this shall be deemed as consent to the new conditions. If the customer does not agree with the changes, he has the right to terminate the contract within 30 days to the next possible regular cancellation date. In this case, the previous terms of use shall continue to apply until the end of the contract.

14.5 The agreement is subject to Swiss law. 

14.6 The competent court for all disputes arising from this contract is exclusively the court responsible for the location of the branch of eyevip cloud AG, unless another court has exclusive jurisdiction due to mandatory statutory provisions.