Terms and Conditions - iMATRIX GmbH

General Terms and Conditions iMATRIX GmbH

1. Scope

These General Terms and Conditions (hereinafter referred to as “GTC”) are an integral part of any contract between iMATRIX GmbH, Cheerstrasse 13e, 6014 Lucerne, (hereinafter referred to as “imatrix.ai”) and the merchant.

Sie regeln ausschliesslich die Nutzung des iMATRIX Software, nicht jedoch die einzelnen Kaufvertrag.

2. Services

iMATRIX GmbH offers companies the provision of services in the field of information and communication technology (consulting, development, produc-tion, sales, support, IT services, training, maintenance); brokerage of business relationships and orders in the field of digital communication, graphics and IT services; shareholdings; management of assets, in particular the acquisition, financing, creation, management and sale of real estate; acquisition, management and exploitation of intellectual property rights.

2.1 iMATRIX Software

The license and update fees for iMATRIX software are annual, depending on the offer package and modules plus VAT. The price includes one-time license, installation and configuration.

The usage fee is payable after 30 days of free trial, within 10 days from the date of invoice.

2.2 Newseltter Tools “Grundsätze zur Erbringung unserer Leistungen”

2.2.1 With our software and its functions, we merely provide you with a technical basis for the purposes to be depicted herewith by you within the limits of the purchased services (see in particular the service description at https://www.reklama.ch). We assume no responsibility for the actions performed with our software or for the content processed with our software. All actions performed and content processed by you with our software are governed exclusively by the legal regulations, agreements and contracts that you conclude with your customers, partners, employees, etc., with whom you use our software or for whom you use our software.

2.2.2 You may not transfer our services to third parties for commercial use.

2.2.3 We reserve the right to modify or adapt our services as well as the documents and attachments relating thereto, taking into account your interests, provided that we do not thereby violate our contractually assumed primary performance obligations to you. We will only make substantial modifications and adjustments that negatively change the contractual relationship with you with your consent. If such an agreement is not reached and if we have to make the corresponding modification or adjustment because we change our business model or because this is necessary for technical reasons, both parties have the right to terminate this contract extraordinarily.

2.2.4 In the event of force majeure, we shall be released from our obligation to provide the services for the corresponding duration if it is actually impossible for us to provide the services. Force majeure shall include fire, explosion, flood, war, blockade, embargo, pandemic and industrial action for which we or a subcontractor are not responsible.

2.2.5 You are responsible for the actions of your users and are liable for them as for your own actions.

2.2.6 Links or functionality in our Software may take you to third-party websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognizable by a change in the address line of the browser or a change in the user interface.

2.2.7 We are entitled, after giving legitimate reasons, to refuse access to our software and to block or exclude you as a customer or your users or to terminate the contract extraordinarily if we receive repeated complaints about you or if you repeatedly fail to comply with the requirements of the contract and these GTC, other requirements communicated by us or compliance with legal regulations. We will inform you of this without delay and give you the opportunity to comment. Before a complete block or a complete exclusion, we will inform you 10 days in advance, stating the relevant reasons. If you remove the reason that led to the rejection, blocking or exclusion, we will consider a resumption of your services on our platform.

3. Conclusion of contract

After the contact of the licensee with iMATRIX GmbH, iMATRIX GmbH sends an order confirmation to the licensee for signing. The contract between iMATRIX GmbH and the Licensee for the use of iMATRIX Software is concluded by the signing of the order confirmation by iMATRIX GmbH.

4. Legal status of iMATRIX GmbH

iMATRIX GmbH is not a party to contracts concluded between the licensee and its customer via communication. iMATRIX GmbH its representatives, employees and auxiliary persons are in no way responsible for the risks associated with the initiation and conclusion of business transactions and are in no way liable for any damages arising therefrom.

iMATRIX GmbH is not obligated to control the behavior of its licensees in connection with the use of the iMATRIX Software. iMATRIX GmbH is, however, entitled, but not obligated, to check the offers, texts and pictorial representations published on the iMATRIX Software of its licensees for their legality or other permissibility in any way.

5. Financial transactions

Financial transactions through the iMATRIX software are processed the payment solution of Stripe (credit cards), PayPal, bank transfer, Authorize.net AIM and SIM, Instamojo, Mollie, Braintree, PayU Money, 2Checkout. Payments from customers of the Licensee are processed directly through the respective account of the Licensee and without the involvement of iMATRIX GmbH.

6. Terms of use

The licensee is solely responsible for the content, accuracy and timeliness on its iMATRIX Software (customer data, financial transactions, employee data, product data, pricing information, etc.).

The licensee may use and publish on the products provided by iMATRIX Software only images and texts that he has created himself or whose use has been approved by the rights holder; this applies in particular to text and image material that is publicly accessible on another website.

The user is responsible for ensuring that the offer and sale of his products does not violate any rights of third parties, namely personal rights, property rights and intellectual property rights.

It is not allowed to offer items on products made available by iMATRIX GmbH if the offer is punishable by law or offends common decency. Prohibited are namely items that are unlawful, pornographic, racist or harmful to health or in any way associated with unconstitutional organizations. In particular, the sale of live animals, weapons, medicines and chemicals is prohibited.

User name and password may only be used by the user to whom they belong. The user is obliged in his own interest to keep the username and password secret. The user may change the password at any time, but he/she must choose a new password that cannot be easily determined. In case of loss of username and password or in case of suspicion of unauthorized access or misuse, the user has to inform iMATRIX Team as soon as possible so that a new password can be generated.
If there are reasonable indications of unauthorized or improper use of the iMATRIX product, the platform operator may temporarily suspend the user’s system access without notice until security is restored.

You may subscribe to additional features of the Subscription Service by either placing an additional order or activating the additional features in your my.iMATRIX account (if we make that option available to you). This Agreement applies to all additional orders and to all additional features that you activate in your my.iMATRIX account.

Commitment to Available Uptime. Details of the IMATRIX Available Uptime Commitment can be found at www.imatrix.ai.

7. Limitation of liability

iMATRIX GmbH guarantees careful execution of its services and undertakes to execute them according to the current technical standard.

The liability of iMATRIX GmbH is limited to damages caused by intentional breach of contract or gross and average negligence of its employees. The licensees are aware that even with careful software development and maintenance errors can creep in, so that iMATRIX GmbH is not liable for an uninterrupted operation of the iMATRIX software. iMATRIX GmbH is not liable for consequential damages, loss of profit and loss of data as well as for damages as a consequence of interruptions in operation, unless these are caused by gross negligence or intent on the part of the employees.

iMATRIX GmbH carries out planned system interruptions, e.g. maintenance intervals, at off-peak times if possible. It may interrupt operations if this is necessary for important reasons, e.g. in case of malfunctions or danger of misuse. If possible, information about interruptions will be announced in an appropriate way (for example on the imatrix.ai website or by e-mail to the licensees).

The licensee has no claims against iMATRIX GmbH due to a possible system interruption.

iMATRIX GmbH shall not be liable for defects and malfunctions for which it is not responsible, in particular for security defects and operational failures of providers or third parties with whom it cooperates or on whom it is dependent. Furthermore, iMATRIX GmbH is not liable for force majeure, improper actions and disregard of risks on the part of the licensee or third parties, excessive use, unsuitable operating resources of the licensee or third parties, extreme environmental influences, interventions by the licensee or third parties (viruses, worms, etc.), which happen despite the necessary current security measures.

The licensee acknowledges that iMATRIX GmbH registers data that are necessary for the fulfillment of the contract and stores them within the framework of the legal archiving obligations and evaluates them for statistical purposes if necessary. iMATRIX GmbH undertakes not to pass on the data about the users to third parties for purposes unrelated to the contract.

8. Intellectual property

8.1 This is a contract for access to and use of the Subscription Service, and no license with respect to software is granted to You by this Agreement. The Subscription Service and the Consulting Services are protected by intellectual property laws. These services are owned by us and our licensors (if any). They are owned by us and our licensors and we retain all ownership rights in them. You agree not to copy, rent, lease, sell, redistribute, or create derivative works based on the IMATRIX Content, the Subscription Service, or the Consulting Services, in whole or in part, and in any manner whatsoever, unless you receive express written permission from us to do so. Our trademarks include, but are not limited to, the trademarks listed at www.imatrix.ai (which we may change at any time without notice), and you may not use any of them without our prior written permission.

8.2 We encourage all customers to share their feedback with us about the Subscription Service or the Consulting Services, to submit suggestions for improvements, and to vote on suggestions that they like. You agree that all such comments and suggestions are non-confidential and that we own all rights to use and implement them in the Subscription Service or the Consulting Services, without payment or attribution to you.

9. Contract duration and termination

The contract is initially concluded for 1 year. If it is not terminated 30 days before expiry, it is automatically extended by a further year. This can be terminated again with a notice period of 30 days to the end of the contract period.

The termination must be made in writing by mail or via e-mail. iMATRIX GmbH is also entitled to terminate the contract by e-mail to the e-mail address provided by the customer for notifications relevant to the contract.

It is the sole responsibility of the customer to export the customer data (for website hosting migrations) prior to such termination or expiration. In the event that the customer has not deleted the customer data from the account, we will not be responsible after 10 days. Therefore, this period may be terminated by us at any time with or without notice to the customer, and subsequently the customer data will be permanently deleted from our server. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to termination or expiration of these Terms of Use, and therefore we shall have no liability to Customer or any User or third party in connection therewith.

iMATRIX GmbH may also terminate the contract with the Licensee without notice or suspend it until further notice if the Licensee violates these Terms and Conditions, if bankruptcy or insolvency proceedings have been instituted against the Licensee, or if it becomes apparent by any other means that the Customer is no longer able to meet its payment obligations. Moreover, such a situation shall be assumed if the Licensee has not paid the fee for the use of the Software despite a second reminder.

In case of breach of duty by the licensee as well as in case of offer of unauthorized objects according to and violation of rights of third parties iMATRIX GmbH has the right to block the licensee’s access to software iMATRIX Immediately and to terminate the contract without notice.

Any prepaid fees will not be refunded in case of termination without notice. The licensee is liable to iMATRIX GmbH for all expenses and damages resulting from his breach of obligations.

10. Contract amendments

Changes and additions to these GTC are only effective if they are agreed in writing.

iMATRIX GmbH reserves the right to change the GTC. The changes will be announced in time on the website. In this case, the user has the right to terminate this contract with a notice period of 14 days after the notification. Failure to do so shall be deemed as agreement to continue the contract under the new conditions.

11. Privacy

iMATRIX GmbH processes the personal data collected from the Licensee in accordance with its Privacy Policy

12. Exemption

If third parties assert claims against iMATRIX GmbH due to infringement of their rights by offers or contents published by the Licensee or due to other use of the Software by the Licensee, the Licensee shall indemnify iMATRIX GmbH against all claims and shall also bear the costs of iMATRIX GmbH’s legal defense (including court and attorney’s fees).

13. Jurisdiction and applicable law

These GTC shall be governed by Swiss law, excluding the conflict of laws provisions of Swiss private international law. The place of jurisdiction shall be Lucerne, Switzerland, subject to any statutory provisions to the contrary.

14. Anti-Spam Policy

This Policy applies to all iMATRIX Services that may be used for the transmission of bulk or commercial email (“Covered Services”).

You agree to the iMATRIX Anti-Spam Policy as a condition of using Covered Services. Covered Services may only be used to send emails or messages to individuals from whom you have express permission to send emails or messages on the subject of such email or message, such as permission-based email marketing. We take our anti-spam policy very seriously. If we find that you are sending emails or messages to people without their permission, we reserve the right to terminate your account.

15. Hosting and mailing

The annual fee includes the web hosting to the extent described in the order confirmation. The choice of the server provider lies exclusively with iMATRIX GmbH and for security reasons the customer cannot be provided with access to the server administration. iMATRIX GmbH sets up the server and domain on its own basic settings and its own name. Unless otherwise agreed in the order confirmation, a move to another host provider can be made at the request of the customer. In such a case, any liability of iMATRIX GmbH for the hosting and operation of the website is void. iMATRIX GmbH is entitled to charge the customer for any additional expenses in connection with a change to another host provider. iMATRIX GmbH provides mail hosting to the customer depending on the selected service package.

iMATRIX GmbH shall use its best efforts to ensure that the website hosted by iMATRIX GmbH can be accessed as uninterruptedly as possible. However, iMATRIX GmbH cannot guarantee this. Restrictions on accessibility resulting from serious disruptions to the network, the servers or the software of third parties may lead to a restriction or failure of availability.

15.1 Last reminder
If the customer does not pay his last reminder, his hosting account will be blocked for 10 days. In order to unlock the account again, an advance payment of CHF 200,- is required. If the customer does not leave a written message with iMATRIX GmbH even after another 10 days (20 days in total after the first blocking), the data will be permanently deleted and cannot be restored. iMATRIX GmbH is not liable in this case for any damages that might occur due to the loss of the data.

15.2 DNS Changes
If changes are made to the DNS records of your domain, this will automatically result in the deactivation of your domain on our servers. After 30 days, your domain and all associated content, including emails, will be permanently deleted. Please note that iMATRIX GmbH is not liable for the loss of your data. Deleted data cannot be recovered.

15.3 Mass e-mails
It is not allowed to send mass e-mails (newsletters) from iMATRIX Management Server. In case of violation of this regulation, the affected domain hosting will be blocked immediately. In order to unlock the hosting again, an advance payment of CHF 200,- will be required. In case of repeated violation of this regulation, the domain hosting will be completely blocked by the iMATRIX server and all data will be removed from the server. In this case, iMATRIX GmbH is not liable for any damages caused by the loss of data.

15.4 Additional services
The customer has the possibility to conclude additional service subscriptions or to receive services by the hour from iMATRIX GmbH. The current offer of services or service subscriptions and their scope of services are described on the platform.

The restoration of the website after hacker attacks etc. will be charged to the customer – if not explicitly included in the package price – according to time and effort and according to the applicable rates of iMATRIX GmbH.

15.5. iMATRIX is not obliged to check the contents of the customer in this respect.

to fair use, i.e. the excessive or unnecessary use of the subscription is avoided (e.g. mass mailing, unsolicited advertising e-mails,download-only sites, etc.).
not to initiate advertising circulars or mass mailings (mailing campaigns) via electronic mail using e-mail addresses of his domain.
to regularly check the accesses in his personal electronic mailbox (e-mail).

iMATRIX reserves the right to block the customer’s web hosting service with immediate effect at the customer’s expense in the event of misuse. This also applies in the event that no actual legal claim should be given.

Misuse is considered in particular the failure of the customer to comply with the aforementioned contractual obligations. Especially WordPress and module updates must be performed monthly. The blocking remains in place until the respective facts are clarified or the customer provides proof of the actual harmlessness of the content.

iMATRIX also reserves the right to block the customer’s web hosting service at the customer’s expense if the customer’s user behavior in any way (chat, forum, etc.) impairs the operating behavior of the server. Claims on the part of iMATRIX for compensation of all direct and indirect damages, including financial losses, are expressly reserved in any case of misuse of the web hosting service or violation of the GTC.

16. Final provisions

If parts of these General Terms and Conditions should be invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by the relevant statutory provisions mutatis mutandis.

Update: October 21, 2023