Terms & Conditions

§ 1Scope and Contracting Parties

(1) These Terms and Conditions (hereinafter "Terms") govern the contractual relationship between the Customer and the Provider regarding the use of the Software-as-a-Service solution "Aura" (hereinafter the "Software" or "Aura"), made available via the website https://www.aura-compliance.org (hereinafter the "Website").

(2) The provider of the Software and operator of the Website are:

(hereinafter jointly the "Provider")

(3) These Terms apply exclusively. Deviating, conflicting, or supplementary terms of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.

(4) The Provider's offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) and equivalent provisions under Swiss law, legal entities under public law, and special funds under public law. Consumers within the meaning of § 13 BGB are expressly excluded from use.

§ 2Subject Matter and Scope of Services

(1) The Provider makes the Software "Aura" available to the Customer as Software-as-a-Service (SaaS) for use over the internet. Aura is a cloud-based application designed to support compliance processes.

(2) The specific scope of functions of the Software shall be determined by the service description applicable at the time of contract conclusion as published on the Website, together with the service plan ("Plan" or "Tier") selected by the Customer.

(3) The Provider is entitled to continuously develop, adapt, and update the Software. Functional enhancements and non-material changes may be made at any time, provided that the contractually agreed main service is not impaired.

(4) The Provider shall not be obligated to adapt the Software to the Customer's specific IT environments or business processes unless this has been expressly agreed.

§ 3Conclusion of Contract and Registration

(1) The presentation of the Software on the Website does not constitute a binding offer but rather an invitation to submit an offer (invitatio ad offerendum).

(2) By selecting a plan, completing the required input fields, and confirming the order, the Customer submits a binding offer to conclude a contract.

(3) The contract is concluded when the Provider accepts the offer through an explicit declaration of acceptance (e.g., by email) or by providing access credentials to the Software.

(4) Use of the Software requires the creation of a user account. The Customer must provide truthful and complete information during registration and update any changes without delay.

(5) The Customer is obliged to keep their access credentials confidential and to protect them from third-party access. In the event of suspected misuse, the Customer shall notify the Provider without undue delay.

§ 4Rights of Use and Customer Obligations

4.1 Right of Use

(1) The Provider grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the Software in accordance with this contract for the duration of the contract term.

(2) Use is limited to the agreed scope of functions and the agreed number of users.

4.2 Customer Obligations

The Customer undertakes to:

• use the Software only for the purposes contractually agreed;
• not upload any content that violates applicable law, third-party rights, or public morals;
• not use the Software for abusive purposes (in particular spam, malware, unauthorized access attempts);
• not decompile, reverse engineer, or circumvent security mechanisms of the Software, unless mandatory statutory provisions expressly permit such actions;
• regularly create their own backups of important data, where reasonable.

4.3 Customer Content

The Customer is solely responsible for the content and data uploaded into the Software. The Customer warrants that they hold all necessary rights to such content.

§ 5Availability and Service Levels

(1) The Provider shall use reasonable efforts to ensure an annual average availability of the Software of 99%, measured at the handover point to the internet of the data center used by the Provider. Scheduled maintenance windows and downtime due to force majeure are not counted toward the availability calculation.

(2) Maintenance work will, where possible, be carried out outside regular business hours and announced in good time.

(3) The Provider is entitled to temporarily restrict access to the Software where necessary for reasons of network security, network integrity, or to prevent serious disruptions.

§ 6Prices and Payment Terms

(1) The prices applicable for the Customer's selected plan are those displayed on the Website at the time of contract conclusion. Unless stated otherwise, all prices are quoted in Euro or Swiss Francs and exclude any applicable statutory VAT.

(2) Fees are payable in advance for the relevant billing period. Payment shall be made via the payment methods offered on the Website.

(3) In the event of late payment, the Provider is entitled to charge statutory default interest and, after a prior reminder with a reasonable deadline, suspend access to the Software.

(4) The Provider is entitled to adjust prices with at least six weeks' prior notice, with effect from the start of a new billing period. In the event of a price increase, the Customer is granted a special right of termination effective as of the date the price change takes effect.

§ 7Term and Termination

(1) The contract term is governed by the plan selected by the Customer (e.g., monthly or annual).

(2) The contract is automatically renewed for the same term unless terminated with [e.g., 30 days'] notice prior to the end of the respective term.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider exists in particular if the Customer is in default of payment, uses the Software in breach of contract, or violates material obligations under these Terms.

(4) Notices of termination must be made in text form (e.g., email).

(5) After termination of the contract, the Provider shall provide the Customer with the option to export their data for a period of 30 days. Thereafter, customer data will be deleted unless statutory retention obligations require otherwise.

§ 8Warranty

(1) The Provider warrants that the Software substantially has the features described in the service description during the contract term.

(2) Insignificant impairments of suitability shall be disregarded. Strict liability for defects existing at the time of contract conclusion is excluded.

(3) The Customer must report identified defects in a comprehensible form without undue delay, and at the latest within 14 days of discovery.

§ 9Liability

(1) The Provider is liable without limitation for damages arising from injury to life, body, or health caused by intentional or negligent breach of duty, as well as for other damages caused by intent or gross negligence.

(2) For slight negligence in breach of material contractual obligations (cardinal duties), liability is limited to the foreseeable damage typical for this type of contract. Material contractual obligations are obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely.

(3) Otherwise, liability for slight negligence is excluded.

(4) Liability under the German Product Liability Act and arising from express guarantees remains unaffected.

(5) The Provider shall not be liable for the loss of data to the extent that such damage is based on the Customer having failed to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

§ 10Data Protection and Confidentiality

(1) The Provider processes personal data in compliance with applicable data protection laws, in particular the GDPR and the Swiss Federal Act on Data Protection (FADP). Details are set out in the Privacy Policy.

(2) Insofar as the Provider processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR or Art. 9 FADP, as applicable.

(3) Both parties undertake to keep confidential all confidential information of the other party that comes to their knowledge during the performance of the contract and not to disclose such information to third parties.

§ 11Changes to the Terms

(1) The Provider reserves the right to amend these Terms with future effect, provided that valid reasons exist, in particular due to changes in the legal situation, court rulings, technical changes or further developments of the Software, new organizational requirements of mass business operations, regulatory gaps, or shifts in contractual balance.

(2) The Customer will be notified of changes in text form at least six weeks prior to the planned effective date. If the Customer does not object within six weeks of receipt of the change notification, the changes are deemed accepted. The Provider will draw the Customer's attention to this consequence in the notification.

§ 12Final Provisions

(1) Swiss law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the country in which the Customer has its registered seat remain unaffected.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Zurich, Switzerland, provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law. The Provider is also entitled to bring proceedings against the Customer at the Customer's general place of jurisdiction.

(3) Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the legally permissible regulation that comes closest in economic terms to the invalid one.

(4) Amendments and supplements to this contract must be made in text form. This also applies to the amendment of this written form clause itself.