November 2021 1. Scope
1.1 These terms and conditions ("Terms
")apply to the usage of the payroll management platform available on www.earny.ch and any affiliated sites, digital services, or applications on which a link to these Terms appears (together the "Platform
")operated by Earny AG, a company organized under the laws of Switzerland ("Provider
"). By registering on the Platform, you ("Customer
")accept these Terms.
") which can be found here
. We reserve the right to change these Terms at any time by notifying you via the registered e-mail address. 2 License terms
2.1 Subject to Customer's compliance with these Terms and payment of all applicable Fees, Earny grants the Customer a revocable, non-exclusive, non-transferable, non-sublicensable right to use the Platform during the Term for the Customer's own business purposes.
2.2 The Platform will be accessible to the Customer in its then current version, which can be found in the service description on the Provider’s Platform (www.earny.ch
).Earny will update the Platform to new versions at its discretion.
2.3 Unless explicitly mentioned under the current service description on the Platform (e.g., for accountants using the tool for their customers), the Customer may not make the Platform available to, or use the Platform on behalf of, any third parties without Earny's prior written consent.
2.4 For an extra fee the Customer may order additional services ("add-ons"). Those add-ons are an extra to the Platform and may require or enable integration with third-party software. Should access rights be required for the use of such an add-on, the Customer expressly agrees to grant all the necessary access rights when ordering the add-on.
2.5 Earny may provide Customers with an interface (API) for communication with third-party software. The Provider sets and enforces limits on the Customer's use of the APIs in its sole discretion.
2.6 The Platform will make recommendations based on the data provided by the Customer. The Customer has the option to accept or reject these recommendations and is responsible to verify the accuracy of these recommendations. Should the data provided by the Customer be inaccurate, the recommendations provided by the Providers are also inaccurate. The Provider cannot be held responsible for these recommendations as the recommendations are based on the data provided by the Customer.3 Support and data backup
3.1 Earny shall provide the Customer with the support as reasonably required for the resolution of problems with the day-to-day usage of the Platform.
3.2 All of the Customer data is hosted in Switzerland.
3.3 Earny shall take all reasonable measures within the scope of technical possibilities to safeguard the Platform and the Customer data against data loss and to prevent unauthorized third-party access to the Customer data, back up the data on a regular basis, monitor for viruses, and install firewalls.
3.4 In case of loss or corruption of Customer data, the Provider shall provide reasonable support for the restoration of that data. 4 Customer Obligations
4.1 The Customer is solely responsible for the accuracy and completeness of the data and information provided on the Platform.
4.2 Customer shall not circumventor attempt to circumvent any security protection of the Platform and shall not use the Platform in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect. Customer shall not upload anything to the Platform which contains viruses, Trojan horses, worms, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any website, computer software or hardware.
4.3 Customer shall ensure that solely authorized users can access the Platform with their assigned credentials. The Customer shall immediately inform the Provider of any unauthorized use of the credentials.
4.4 Customer acknowledges that failure to comply with its duty of cooperation may result in malfunction of the Platform and does not entitle Customer to a refund or a termination right.5 Fee and Payment
5.1 The provision of the Platform and selected add-ons to Customer is subject to payment of the fees agreed with the Customer (the "Fees
"), which are non-cancellable and non-refundable. All Fees quoted, unless expressly stated otherwise, are exclusive of any sales, value-added or similar taxes. Any right to set off, retain, deduct, counter claim and/or withhold any payments due under this Agreement vis-à-vis Earny is hereby expressly waived and excluded.
5.2 Unless indicated otherwise, the Fees are calculated on a pay-per use model and the Fees either invoiced on a monthly basis, directly debited to the Customer's credit card or paid through another method as set out on the website. In case of invoice, Fees are payable within thirty (30) days of the invoice date, unless otherwise indicated. Credit card payments are charged monthly after Customer runs payroll. Payments more than thirty (30)days late are subject to an interest of eight percent (8%) per year. After notice of non-payment and thirty (30) days to cure, non-payment can result in the suspension or termination of the Customer account. Earny may charge effective and reasonable debt collection fees to the Customer. 6 Exclusion of Warranties and liability
6.1 The Platform, together with all content, data, recommendations, information and materials contained therein, is provided 'as is' and 'as available', without warranties or representations of any kind. The Provider does not verify any calculations, data output or any other information accessible through the Platform and it is Customer's sole responsibility to verify any such information.
6.2 Customer may not recover from Provider, regardless of the legal reason, any amount with respect to loss of profit, data or goodwill, or any consequential, incidental, indirect, punitive or special damages in connection with claims arising out of these Terms or otherwise relating to the Platform, whether or not the likelihood of such loss or damage was contemplated.
6.3 For loss or corruption of Customer data, Provider's liability will be limited to taking reasonable steps to try and recover that data from available backups.
6.4 For direct damages, Provider's liability is limited to the amount of the Fees paid for the provision of the Platform in the twelve (12) months prior to the occurrence of the damaging event.
6.5 The limitations in this Section will not apply to losses or damages caused by wilful misconduct or gross negligence or to the extent prohibited by applicable law or to bodily harm or damage to physical property.
6.6 Customer may not make a claim or bring proceedings relating to the Platform or otherwise under these Terms against any of Provider's auxiliaries, members, shareholders, directors, officers, partners, principals or employees. Claims may be made or proceedings brought only against Provider.
6.7 Neither party shall be liable for breach of these Terms (other than payment obligations) caused by circumstances beyond its reasonable control (force majeure).
6.8 Customer will defend, indemnify and hold Provider harmless against any and all claims, liability, loss, costs, penalties, and damages, including reasonable attorney fees, arising out of Customer's breach of any customer obligations.7 Term, termination and suspension
7.1 These Terms become effective upon registration by the Customer and remain in full force and effect until terminated by either Party by giving a one month’s notice at the end of the month.
7.2 Either party may terminate for cause at any time in case of material breach of these Terms by the other party.
7.3 Provider may suspend any or all access to the Platform or the Customer's account based upon Provider's reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity by Customer. In case of a suspension, Customer remains liable for all charges and fees incurred during the suspension period.8 Confidentiality & data protection
8.1 Provider shall take all reasonable steps to keep all confidential information of the Customer strictly confidential and only use and disclose confidential information of Customer as instructed or as necessary to operate the Platform.
8.2 Customer represents and warrants that it is entitle to, and has given all required notices, to provide the information uploaded on the Platform to the Provider.
8.3 The Customer grants Earny the right to name the Customer publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes.
8.4 Earny will process any personal data provided by Customer as necessary for the purposes of the Customer and inline with its PrivacyPolicy
. 9 Miscellaneous
9.1 Notices: Notices sent via e-mail or physical mail are deemed to be written notices for the purposes of these Terms. All notices made or given must be in the English language. Provider will send notices to the email address provided by Customer. It is Customer's responsibility to keep the email address associated with its account current.
9.2 Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
9.3 Assignment: Provider may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer's consent. Customer may not assign or delegate any rights or obligations under the Agreement without Provider's prior written consent, and any unauthorized assignment and delegation by Customer is void.
9.4 Jurisdiction & governing law: The parties agree that all legal relationships arising from this contractual relationship shall be governed by material Swiss law under exclusion of the conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of Lausanne, Switzerland, shall have exclusive jurisdiction arising in connection with the fulfilment of this contractual relationship.