License terms

1. SUBJECT MATTER OF THE AGREEMENT

1. The subject matter of the agreement is the provision of the all-in-one financial consulting business software “FinConPro” (hereinafter referred to as ‘Software’ or “FinConPro”). Its elements include a customer management system with an advisory cockpit for managing customer and contract data, calendar/appointment function, correspondence, commission settlement; hereinafter: “CRM” as well as four life-stage-appropriate pension, financial, and life plans (hereinafter: “Plans”).
2. Both offers can be licensed individually. We recommend licensing both tools in order to use all helpful features. Based on the CRM, the licensee can book the plans and additional services on a case-by-case basis under the contractually agreed terms and conditions.
3. The agreed scope of services is set out in the license agreement in accordance with the contract offer and the service level agreement. These license terms apply to the license agreement and any future amendments thereto, such as an increase in the number of users or the booking of additional plan packages and services.

2. SCOPE OF SERVICES

1. The software is operated by FinConTec on a suitable infrastructure and made available via the Internet (“Software As A Service”).
2. FinConTec will maintain and service the software during the term of the contract and develop it further at its own discretion. This includes updating certain reference information and expanding or modifying functions. FinConTec reserves the right to remove, restrict, or replace individual content and functions of the software in the course of these measures, provided that this does not unreasonably affect the legitimate interests of the licensee.
3. FinConTec shall take measures to remedy any significant and immediate disruptions to the agreed functions (hereinafter: “malfunctions”) that prevent or significantly impair the contractually agreed use within a reasonable period of time. The licensee shall tolerate temporary workarounds. Subject to Articles 5, 7, and 8, the licensee shall have no further rights resulting from malfunctions.
4. If the licensee discovers malfunctions, they must inform FinConTec in writing and in detail about the malfunctions within seven calendar days of their discovery. If the licensee does not report malfunctions within this period, their claim (in accordance with 2.3./4.) relating to the malfunction detected shall lapse.
5. The licensee is aware that software cannot be created without technical errors. A functional impairment of the program resulting from hardware defects, environmental conditions, incorrect operation, program changes by the licensee, or similar is not a malfunction. In particular, FinConTec does not guarantee the availability and functionality of third-party hardware and software components connected to the software.
6. FinConTec provides the licensee with support for application questions.
7. Details of the services provided are set out in the current version of the Service Level Agreement.

3. LICENSEE’S RIGHT OF USE

1. FinConTec grants the licensee a non-transferable, time-limited, and non-exclusive right to use the agreed functions for the licensee’s own purposes.
2. The software and its contents are protected by copyright. FinConTec is exclusively entitled to the copyright and all derivative protection and exploitation rights. Data and information generated by the user are not considered content within the meaning of this provision. Insofar as products or product components from other providers are integrated into the software, the rights of these providers remain unaffected. However, FinConTec warrants that the contractual use of the software by the licensee does not infringe any rights of these providers.
3. The CRM may only be used by named persons (hereinafter referred to as “users”) (named user license model), provided and as long as they work exclusively for the licensee.
4. The resale, rental, and/or lending of the software as well as the granting of sublicenses is not permitted.
5. FinConPro may only be used for the purpose of advising end customers. The licensee may only transmit to the customer those plans for which he has paid the contractually agreed remuneration.
6. The licensee is not permitted to generate consulting and calculation results with the aid of interfaces from third-party systems or automated entries in the user interface, or to collect, reproduce, or copy the contents of the software to other data carriers or store them on backup systems for use by third parties.
7. With the exception of the rights of use expressly mentioned in this agreement and those provided for by law, the licensee does not acquire any rights to the software. In particular, the licensee is not entitled to decompile or edit the software (including error corrections) without the consent of FinConTec. The licensee’s right to decryption in accordance with Art. 21 URG remains reserved.
8. The binding minimum sales prices for the respective plans must be observed.

4. LICENSE FEE AND LATE PAYMENT

1. An annual license fee per user is charged for the use of the CRM. The plans are invoiced in different package sizes. The license fees are calculated on a pro rata basis from the date on which the right of use is granted to the respective user and/or customer until December 31.
2. Additional services are subject to usage-based fees.
3. The amount of the license fee and the package prices as well as the services are based on the current price list. FinConTec reserves the right to adjust prices at any time with two months’ notice.
4. If the licensee does not pay invoiced amounts due within 10 days of the invoice date, they shall be in default without the need for a reminder from FinConTec.
5. If the licensee defaults on the payment of two monthly installments or invoice amounts in full or to a significant extent, FinConTec is entitled to temporarily block the user accounts until the outstanding license fees, including any ancillary costs and default interest, have been paid.

5. CONTRACT TERM

1. The license agreement shall enter into force upon signature. The licensee’s agreed right of use shall commence upon delivery of the access data for activation of access to the agreed function.
2. The license agreement may be terminated by either party with three months’ notice to the end of the calendar year, either in its entirety or for individual optional functions or users, but not before the end of a full calendar year. Termination must be made in writing.
3. The agreement may be terminated by either party without notice for good cause. Good cause shall be deemed to exist in particular if the other party commits a material breach of contract, for example if the licensee violates the provisions of Art. 3 or Art. 4 (5) and fails to remedy this breach within ten calendar days despite receiving a warning.
4. Upon termination of this contract, all rights of use of the software by the licensee shall expire.

6. OBLIGATIONS OF THE LICENSEE

1. The use of the software is subject to hardware and software-related system and infrastructure requirements, which the licensee is responsible for fulfilling. FinConTec reserves the right to adjust these requirements from time to time and to the extent necessary in the interests of technical progress, system security, and further development of the system, after giving timely notice.
2. Details can be found in the current version of the Service Level Agreement.

1. The licensee shall set up an individual user account, including the relevant rights, for each authorized user within its organization in accordance with Art. 3 (3). The licensee shall ensure that passwords are chosen in accordance with secure standards and kept safe by users, and that user accounts are blocked immediately if necessary (e.g., when an employee leaves the company).

7. EXCLUSION OF WARRANTY FOR DEFECTS

1. The warranty for defects is excluded unless FinConTec has fraudulently concealed a defect or has expressly assumed the warranty. The warranty for defects is replaced by software maintenance in accordance with Art. 2 (2).
2. The technical data, specifications, and performance descriptions contained in the contract offer, user documentation, website, or other FinConTec documents do not constitute representations unless they are expressly designated as such by FinConTec in writing.
3. Insofar as functional descriptions of the software qualify as representations, the licensee’s claim is limited to the elimination of significant malfunctions that prevent or significantly impair the contractually agreed use within a reasonable period of time by FinConTec. Substitute performance at the expense of FinConTec and a reduction in price are excluded. If the licensee does not report such malfunctions to FinConTec in writing and with substantiated details within seven calendar days, their claim for rectification shall lapse.

8. DISCLAIMER

1. The licensee’s claims for damages are governed by this liability clause, regardless of the legal nature of the claim, and also include tortious claims.
2. The licensee acknowledges that FinConTec cannot provide binding legal, financial, or other professional advice that replaces independent review and consultation. FinConTec is not responsible for information that contains the views of third parties. Similarly, FinConTec is not liable for any damage resulting from decisions made by the licensee, end customers, or persons in reliance on FinConPro, including decisions related to the purchase and sale of financial market products or related to legal decisions, compliance decisions, and/or risk management decisions. The licensee agrees that they use FinConPro in this regard at their own risk.
3. Notwithstanding the provisions of the Product Liability Act or any warranty assumed by FinConTec, FinConTec shall only be liable for direct and immediate damages in cases of unlawful intent or gross negligence.
4. Any further liability on the part of FinConTec is excluded. In particular, there is no strict liability or liability for slight negligence or for indirect or consequential damages beyond the scope of liability specified in this Art. 8, sections 2 and 3.
5. The above limitations of liability also apply to FinConTec’s liability for the harmful conduct of its employees, representatives, or organs, as well as to the personal liability of FinConTec’s employees, representatives, and organs.

9. DATA PROTECTION AND DATA PROCESSING

1. If FinConTec collects, processes, or uses personal data (hereinafter: “order data”) from the licensee, this is done on behalf of and within the scope of the licensee’s instructions (order data processing). The licensee assures FinConTec that it is authorized to transfer the order data to FinConTec.
2. The licensee is responsible for the admissibility of the collection, processing, and use of the order data, including the creation of the necessary transparency and the fulfillment of the legal rights of data subjects (such as information, correction, or deletion) in accordance with the applicable legal provisions.
3. The licensee instructs FinConTec to process the order data as required for the purposes of FinConPro. The subject matter and duration of the processing, its nature and purpose, as well as the type of order data and the categories of data subjects are set out in these license terms.
4. FinConTec shall ensure that all order data is processed in accordance with the applicable legal provisions and the agreements made and only in accordance with the licensee’s instructions, and shall in particular take the necessary technical and organizational measures to ensure efficient processing and to protect the order data from loss, falsification, or unauthorized access.
5. FinConTec undertakes to take all data protection and data security measures required under the applicable data protection regulations. FinConTec will comply with the technical and organizational security measures required for proper operation and provide evidence of this to the licensee upon request.
6. The licensee agrees that FinConTec may store the order data in machine-readable form and process it within the scope of the purpose of the contractual relationship. All data will be treated confidentially. FinConTec will ensure that persons with access to order data are subject to an appropriate legal or contractual duty of confidentiality and will ensure that access to order data is restricted to persons who require data access for their contribution to FinConPro.
7. FinConTec forwards any requests for information from data subjects to the licensee and supports the licensee in fulfilling the rights of data subjects.
8. FinConTec is entitled to use kr3m. media GmbH, Karlsruhe, Germany, as a sub-processor for the processing of order data. kr3m. media GmbH, Karlsruhe, is in turn entitled to use sub-processors. If FinConTec or its subcontractors intend to use additional subcontractors, FinConTec shall inform the licensee. If the licensee objects to the use of a subcontractor for legitimate reasons within 14 days of receiving this information, the licensee may terminate the license agreement at any time with effect from the announced date of use of a subcontractor. FinConTec shall conclude an agreement with subcontractors that offers at least the same level of protection as this Art. 9. If the disclosure of order data to the subcontractor abroad is restricted under data protection law, FinConTec shall ensure appropriate safeguards (e.g., in the form of EU standard contractual clauses) before the subcontractor first accesses the order data.

10. GENERAL PROVISIONS

1. This agreement and its annexes conclusively govern the contractual legal relationship between the parties; in particular, any general terms and conditions of the licensee shall not apply. It also applies to all additional services and additional software components and functions agreed upon in the future. FinConTec reserves the right to amend or change these license terms at any time. Subsequent amendments or additions to these license terms shall become part of the contract if the licensee does not object within 30 days of notification of the amendments or additions.
2. Any legal disputes arising from or in connection with this contract shall be governed exclusively by Swiss substantive law.
3. The place of performance and jurisdiction is Teufen.
4. Declarations, subsidiary agreements, amendments, or additions must be made in writing to be effective, as must the waiver of the written form requirement.
5. Should individual provisions of this contract be or become invalid, this shall not affect the validity of the contract as a whole. In this case, the parties shall replace the invalid provision with one that comes closest to the objective pursued by the invalid provision. The same applies in the event of omissions.
6. In the event of linguistic ambiguities in relation to translations of this contract, offers, and the Service Level Agreement, the German text version shall be binding.