1. General Provisions
1.1 Scope of Application
These General Terms and Conditions (hereinafter "Terms") apply to all contractual relationships between Velvo GmbH, Sturzeneggstr. 63, 9015 St. Gallen, Switzerland (hereinafter "Provider") and its customers (hereinafter "Customer") in connection with the use of the ERP system CRQM (hereinafter "CRQM" or "System").
1.2 Subject Matter of Contract
The subject matter of these Terms is the paid provision of CRQM as a Software-as-a-Service solution (SaaS) by the Provider and the granting of usage rights to CRQM.
1.3 Changes to the Terms
The Provider reserves the right to change these Terms at any time. Changes will be communicated to the Customer in writing or by email at least 30 days before they take effect. If the Customer does not object to the changes within 30 days of receiving the notification, the changes are deemed accepted.
2. Contract Formation and Registration
2.1 Contract Formation
The contract for the use of CRQM is concluded by the Customer's acceptance of an offer from the Provider or by the Provider's confirmation of an order from the Customer.
2.2 Initial Registration
The initial registration of the Customer and the setup of the main account is carried out by the Provider. The access data for the main account will be communicated to the administrator designated by the Customer.
2.3 User Accounts
The Customer's administrator can create additional user accounts within the system. The Customer is responsible for all activities performed under their user accounts and must ensure that all users comply with these Terms.
3. Scope of Services
3.1 Functionalities
CRQM provides the Customer with a comprehensive range of functions of a comprehensive Enterprise Resource Planning System. The exact functionalities are specified in the current product description on the website crqm.net.
3.2 User Roles
CRQM distinguishes between two types of users:
- CRQM Users: Users with full access to the system according to the permissions assigned to them. Administrators fall into this category.
- Employees: Users with limited access rights.
- The detailed permission levels can be configured by the administrator in the system without affecting pricing.
3.3 Availability
The Provider strives to ensure system availability of 99.5% on annual average, excluding planned maintenance work. Availability refers to access to the system via the Internet.
3.4 Support
Support is provided by email to support@velvo.ch and is usually answered within 24 hours. Requests are classified according to their urgency and processed accordingly.
3.5 Individual Extensions
If the Customer wishes extensions of functionalities or individual customizations that are not part of the standard scope of the system, these will be charged separately according to effort. The conditions for this will be individually agreed between the Provider and the Customer. The Provider is not obligated to implement individually requested extensions.
4. Usage Rights
4.1 Scope of Usage Rights
The Provider grants the Customer a non-exclusive, non-transferable right to use CRQM within the contractually agreed scope for the duration of the contract.
4.2 Prohibited Use
The Customer may only use CRQM for their own business purposes. Transfer of usage rights to third parties, sublicensing or other disclosure of access data to unauthorized persons is prohibited.
4.3 Customer Responsibility
The Customer is responsible for all data stored under their account and activities performed. They must ensure that the use of CRQM does not violate applicable law.
5. Prices and Payment Terms
5.1 Pricing Model
The usage fees for CRQM are based on the number of active users and their user type (CRQM Users or Employees). The current prices are specified in the Provider's valid price list.
5.2 Billing
Billing is done annually in advance. The invoice is issued at the beginning of the respective billing period and is payable within 30 days.
5.3 Payment Methods
The following payment methods are accepted:
- Prepayment
- Credit card
- Twint
- Invoice
5.4 Adjustment of User Numbers
An increase in the number of users is possible at any time and will be calculated proportionally for the remaining contract term. A reduction in the number of users will only take effect at the beginning of the next billing period.
5.5 Price Adjustments
The Provider is entitled to adjust prices with a notice period of 90 days at the end of a contract term. In case of a price increase, the Customer has an extraordinary right of termination within 30 days after notification of the price increase.
6. Contract Duration and Termination
6.1 Contract Duration
The contract has a minimum term of one year from contract conclusion and automatically extends for another year unless terminated in due time.
6.2 Ordinary Termination
The contract can be terminated by both parties with a notice period of 6 months to the end of the current contract term in writing or by email.
6.3 Extraordinary Termination
The right to extraordinary termination for important cause remains unaffected. An important cause exists in particular when:
- the Customer is in default with payments and does not pay despite reminder;
- the Customer violates essential provisions of these Terms;
- insolvency proceedings are opened regarding the assets of a party.
6.4 Consequences of Termination
After termination of the contract, access to CRQM will be deactivated. The Provider will make the Customer's data available in a common format upon request, provided the request is made within 30 days after contract termination.
7. Data Protection and Data Security
7.1 Data Protection
The Provider processes personal data in accordance with applicable data protection regulations, in particular the Swiss Data Protection Act and, where applicable, the EU General Data Protection Regulation (GDPR).
7.2 Data Processing on Behalf
Insofar as the Provider processes personal data on behalf of the Customer in the context of operating CRQM, the parties will conclude a separate data processing agreement.
7.3 Server Location
Data is stored exclusively on servers in Switzerland.
7.4 Data Security
The Provider implements appropriate technical and organizational measures to protect data, in particular:
- Regular backups (every 2 hours)
- Two-factor authentication for sensitive areas (employee data, finances)
- Encrypted data transmission
- Access controls and restrictions
7.5 Data Backup
The Customer acknowledges that despite all security measures, data loss cannot be completely excluded and is encouraged to additionally secure important data on their own responsibility.
7.6 Data Release
After termination of the contractual relationship, the Provider will make the Customer's data available in a structured, common and machine-readable format (e.g. CSV, XML or JSON) within 30 days upon request. After expiration of this period, the Provider is entitled to delete the data.
8. Maintenance and Updates
8.1 Planned Maintenance Work
Planned maintenance work is usually carried out on weekends and announced at least 2 working days in advance. During maintenance work, the availability of CRQM may be limited.
8.2 Unplanned Maintenance Work
In urgent cases (e.g. to fix security vulnerabilities), unplanned maintenance work may also be necessary. The Provider will endeavor to inform the Customer as early as possible and minimize the impact.
8.3 Updates
Updates and improvements are implemented regularly and simultaneously for all customers. The Customer has no claim to the implementation of specific functions or features unless expressly contractually agreed.
8.4 Training
Training or individual instruction on using the system can be arranged separately and is not included in the standard scope.
9. Liability and Warranty
9.1 Warranty
The Provider warrants that CRQM fulfills the essential functions mentioned in the product description. No further quality is owed beyond this.
9.2 Defects
The Customer must report defects immediately after their discovery. The Provider will remedy reported defects within a reasonable time.
9.3 Limitation of Liability
- The Provider's liability is limited as follows:
- Unlimited for intent and gross negligence
- Unlimited for slight negligence for damages to life, body and health
- Limited for slight negligence for property and financial damage to the typically foreseeable damage, but maximum to the amount of the annual usage fee
- No liability for lost profits, missed savings, indirect damages and consequential damages
- No liability for force majeure, in particular for failures that are not within the Provider's sphere of influence (e.g. internet failures by third parties)
9.4 Data Loss
Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies.
9.5 Statute of Limitations
Customer claims become time-barred within one year from the statutory commencement of limitation.
9.6 Force Majeure
Neither party is liable for non-performance of their obligations for reasons beyond their control (force majeure), including but not limited to natural disasters, pandemics, governmental measures, war, riots, terrorist attacks, strikes, lockouts or internet failures by third parties. The affected party will immediately inform the other party of the occurrence of such an event.
10. Final Provisions
10.1 Applicable Law
This contract is exclusively governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2 Jurisdiction
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is St. Gallen, Switzerland.
10.3 Severability Clause
Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. An invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
10.4 Completeness
These Terms together with the offer or order confirmation constitute the complete agreement between the parties and replace all previous agreements regarding the subject matter of the contract.
10.5 Written Form
Changes and additions to these Terms require written form. This also applies to changes to this written form clause.
10.6 Reference Customers
The Provider is entitled to name the Customer as a reference and use general information about the contract conclusion for reference and marketing purposes, unless the Customer expressly objects.
10.7 Transfer of Rights and Obligations
The Provider is entitled to transfer individual rights and obligations from this contract or the entire contractual relationship to an affiliated company. The Customer can only transfer rights and obligations from this contract to third parties with the Provider's prior written consent.
Velvo GmbH
Sturzeneggstr. 63
9015 St. Gallen
Switzerland
Contact: support@velvo.ch
Jurisdiction: St.Gallen, Switzerland
Company Identification Number: CHE-393.515.598
Responsible for Website: Thomas Englert