Allgemeine Geschäftsbedingungen

Last update: May 7, 2025

Scope of Application

These General Terms and Conditions (hereinafter “GTC”) of Acquify AG, Gewerbestrasse 12, 4450 Sissach, govern the use of the Acquify Suite.

The GTC apply to all contractual agreements with Acquify in connection with the online platform. Natural or legal persons who (1) use the platform and (2) have, where applicable, entered into an additional contractual agreement with Acquify are hereinafter referred to as “Customers.”

For the services and products offered via the Acquify online platform, the conditions of the respective service descriptions apply. Together with the offer for the service, these GTC form the contractual framework. In case of contradictions, individual agreements between Acquify and the Customer, as well as the specific service descriptions, take precedence over these GTC.

By using the Acquify online platform, its products, and services, and by paying any invoice, the Customer confirms that they have taken note of and accept these GTC, the specific service descriptions, and the regulations applicable to the Customer.

Use of the Platform With or Without a User Account

The online platform can be used with or without a customer account. Acquify may require the creation of a customer account for the use of certain services. The Customer is responsible for the proper handling of their user identification and password.

Entry into Force and Termination

The contractual agreement takes effect upon the Customer’s consent to an offer or contract submitted by Acquify. The Customer’s consent may be given, depending on the product, via email, digital signing of an offer or contract, online order, or implied conduct (e.g., payment of the invoice, use of the product, receipt of services, or confirmation of an order). The activation date, product term, and termination periods may vary by product as specified in the contract.

Unless otherwise agreed between Acquify and the Customer (e.g., in the offer or product-specific service description), (i) the product term begins with the publication of the advertisement, and (ii) it is concluded for a period of 30 days and automatically extends for the same term unless the product is terminated by the Customer or Acquify with 14 days’ notice before the end of the product term.

Acquify may terminate a product or service at any time with immediate effect for good cause, e.g., in case of late payment of fees, other breaches of the Customer’s contractual obligations, or unlawful, illegal, or unethical use of the online platform. In the event of immediate termination by Acquify, Acquify is entitled to terminate the contract without compensation and with immediate effect and to discontinue service provision without prior notice to the Customer or deactivate the Customer’s user account. In both cases, any price prepaid for a specific period is forfeited as lump-sum damages for Acquify, and the Customer has no claim to a refund. Further claims by Acquify remain reserved. Additional provisions are found in the product-specific service descriptions.

A termination by Acquify or the Customer is only valid if made by post, email, or via the billing module on the online platform.

The cessation or sale of the Customer’s business operations does not entitle the Customer to early termination. In such cases, the Customer owes the agreed remuneration until the end of the contract.

Prices and Payment Conditions

The prices applicable at the time of the order or contract conclusion, as indicated on the online platform, apply. Unless otherwise specified on the online platform, prices are exclusive of statutory value-added tax. Deviating contractual agreements remain reserved.

Acquify is entitled to require advance payments. Upon invoicing, the invoice amount is payable within 30 days from the invoice date without deduction, subject to deviating payment terms as per separate agreement or as indicated on the invoice. In the absence of a contractual provision, the remuneration is invoiced upon service provision. Without written objection from the Customer, the invoice is deemed approved 14 days after receipt.

If the Customer does not pay within the payment period, they automatically fall into default. In such cases, Acquify may refuse to provide services or block the Customer’s access to their user account until all outstanding amounts are settled. The Customer has no claim to an extension of the agreed contract term for the duration of the block. Furthermore, Acquify is entitled to terminate the contract without notice or compensation. The remaining portion of any amount prepaid for a specific contract term is deemed lump-sum damages for Acquify and is immediately payable. After the payment deadline, outstanding invoice amounts accrue statutory default interest. Acquify is entitled, after an unsuccessful reminder, to hand over the outstanding invoice amounts to a collection agency and provide it with all information and documents necessary for collection. The collection agency may charge additional processing fees.

Changes to Contractual Conditions, Prices, Products, and Services

Acquify reserves the right to change its prices, products, and services at any time and to offer various Acquify products and services in combined form.

Acquify will inform Customers of significant changes in a timely and appropriate manner. In such cases, the Customer has the right to terminate the existing contractual relationship with 30 days’ notice from the date of notification, effective on the date the change takes effect. If the Customer fails to terminate in time, the contract amendment is deemed legally approved by the Customer.

General Terms and Conditions

The current version of the GTC is published at an appropriate location on the platforms. Acquify reserves the right to amend these GTC at any time. Acquify will inform Customers of the amendment in a timely and appropriate manner in advance. If the amendment results in additional significant obligations or a restriction of the Customer’s rights, the Customer may extraordinarily terminate the contract with Acquify within 30 days of notification, effective on the date the amendment takes effect, by written notice. If this does not occur, the amendment is deemed accepted by the Customer as of that date.

Further Use of Information

The Customer acknowledges that the products, services, advertisements, data, texts, videos, music, graphics, and other content (hereinafter collectively “Content”) posted on the online platforms by Acquify, Customers, and third parties are generally legally protected, and their use requires the consent of the respective rights holder. Customers further undertake not to use the Content accessible on the online platform in any way or form outside the Acquify platforms. In particular, it is prohibited to systematically extract (e.g., through scraping), copy, publish, or otherwise reproduce (e.g., on the Internet) or combine the Content accessible on the online platform with other data.

Intellectual Property Rights

All rights (e.g., copyright and trademark rights) to the Content of the online platform, as well as to the products and the software underlying the products, belong to Acquify or third parties who have granted Acquify corresponding usage rights (hereinafter “Acquify-IP”).

To the extent that the contractual use of the online platform or products requires the granting of usage rights to the Acquify-IP, these are granted to the Customer personally, non-exclusively, and non-transferably for the duration and scope of the contractual agreement. Any other use of the Acquify-IP by the Customer is prohibited. If the Customer agrees with Acquify to use a partner’s service, this section applies mutatis mutandis to such services.

Content that the Customer provides to Acquify for publication on the online platform (hereinafter collectively “Advertisement Data”), to the extent protected by copyright, belongs to the Customer (“Customer-IP”).

The Customer confirms that they are entitled to dispose of the Customer-IP, in particular without infringing the rights of third parties. Acquify is not obligated to verify the Customer’s authorization regarding the Advertisement Data. However, Acquify is entitled to request proof of authorization from the Customer.

The Customer grants Acquify (i) all usage rights to the Customer-IP necessary for Acquify to provide its services (e.g., the right to reproduce, store, edit, translate, perform, publish, and transmit; hereinafter the “Usage Rights”); (ii) all Usage Rights to the Customer-IP for the marketing of the online platform, e.g., in the form of online, display, and print advertising; (iii) all Usage Rights to the Customer-IP for the marketing of the online platform, e.g., in the form of online, display, billboard, trade show, and TV advertising during and for one year after use on the Acquify platforms; (iv) the right to use the Customer-IP during and beyond the use on the online platform for the purposes of analysis, platform development, and product development.

Use and Processing of Advertisement Data

By transmitting Advertisement Data to Acquify or an Acquify partner, the Customer authorizes Acquify to integrate the respective advertisement on the online platform as well as on other online and offline channels of Acquify and its partners (e.g., at trade shows). The Customer is only entitled to the publication of advertisements via the channels that are part of the contract. Likewise, unless expressly excluded by contract, Acquify may use the Advertisement Data for its own purposes and those of its partners, e.g., for creating statistics, or otherwise publish, store, and process it for such purposes.

Promises to Users and Customers

The online platform contains information and content from Acquify, advertisers, and Acquify partners. Acquify strives to ensure the accuracy of this information and content but makes no assurances or warranties in this regard. This applies in particular to the accuracy, correctness, completeness, and timeliness of the information and content. Acquify endeavors to offer the operation of the online platform as uninterruptedly as possible and to keep interruptions for troubleshooting, security risks, maintenance, introduction of new technologies, and the like to a minimum. Maintenance work is carried out by Acquify, where possible, outside business hours. The Customer has no claim to a reduction or refund of the fee for the duration of such interruptions. Any warranty by Acquify in connection with service provision by partners or other third parties is excluded.

Regulations for Customers

The Customer undertakes to use the online platform and the integrated partner services in compliance with the law and the contract and not for any criminal purposes. The Customer guarantees, in particular, that the Advertisement Data does not violate legal regulations or third-party rights (e.g., company, trademark, copyright, or personality rights); that the Advertisement Data is not unlawful, misleading, unfair, defamatory, or discriminatory; that the Advertisement Data transmitted to Acquify or partners is complete and accurate and is kept up to date by the Customer; that they use their user account exclusively personally and do not grant third parties usage rights to their user account or place advertisements for third parties acting as agencies or brokers via their user account; that they do not use the contact options for advertisers on the online platform to promote their own or third-party products or services or for similar improper purposes.

Acquify is entitled, but not obligated, to reject, modify, or delete the Advertisement Data provided by the Customer without prior notice for legal, technical, or other justified reasons. In such cases, the Customer has no claim to a reduction or refund of the fee.

If Acquify is held liable by a partner or third party in connection with the use of the online platform, a contract concluded with the Customer, the Advertisement Data provided by the Customer, or the products or services offered, the Customer is obligated to fully indemnify and hold Acquify harmless upon first request. At Acquify’s request, the Customer must also provide all documents that appear useful to Acquify for defending the claim and is obligated to join the proceedings. This obligation applies indefinitely beyond the duration of the contractual relationship.

Liability

Acquify is liable only for intent and gross negligence and disclaims any further liability for damages arising from the use of the online platform (e.g., retrieval, access, use, or utilization of Advertisement Data). To the extent that Acquify is liable, such liability is limited to the proven damage, but no more than the annual fee owed by the Customer for the product.

The Customer is responsible for the products and services they offer via the online platform, as well as for the content they provide to Acquify (in particular, the Advertisement Data and advertisements). Acquify assumes no responsibility for the products and services offered by the Customer via the online platform or for any resulting contracts, such as purchase agreements between Customers or with users and third parties. This does not apply to Customers of the Advertisement Plus offer.

In no case is Acquify liable for indirect damages or consequential damages (including loss of use and lost profits). If Acquify cannot fulfill its contractual obligations due to force majeure, such as natural events, armed conflicts, strikes, unforeseen regulatory restrictions, or technical disruptions attributable to third parties, the Customer has no claim to contract fulfillment for the duration of the event.

Acquify’s liability for acts or omissions of engaged third parties, partners, and other third parties (e.g., unauthorized copying of content published on the online platform) is excluded.

Acquify is not liable for misuse of the Internet, tortious acts by third parties and related damages to the Customer, security deficiencies, and disruptions in third-party telecommunications networks and the Internet, or for operational interruptions and disruptions of the online platform and third-party offers.

Contracts with Third Parties

Acquify is not a party to contracts between Customers, users, or other third parties regarding products and services offered by Customers via the online platform. Acquify is in no way responsible for the formation of contracts and the associated risks.

Data Protection

The data protection declarations of the online platform, in their current version, accessible via the footer of the platform website, apply.

Acquify may send the Customer information about other Acquify products and services (e.g., via newsletter or push notifications on mobile devices). If the Customer no longer wishes to receive such information, they can unsubscribe at any time via a link in the settings of their mobile device for push notifications.

The Customer is obligated to comply with applicable data protection laws when processing personal data in connection with the use of the online platform or the agreement and its transmission to Acquify. In particular, they must ensure that the personal data transmitted to Acquify was lawfully collected and that they are entitled to transmit such personal data to Acquify.

Acquify is entitled to transmit personal data (in particular, personal data contained in the content) to partners for the purpose of contract fulfillment. The partners are themselves obligated to comply with applicable data protection laws and are responsible for their data processing vis-à-vis the Customer. The Customer acknowledges that Acquify cannot control the processing of such personal data by partners.

In the event of reasonable suspicion that the Customer’s behavior violates applicable law, Acquify reserves the right to forward the relevant personal data to the competent authorities.

Severability Clause