Version from 1. February 2025
These Terms and Conditions of Use ("T&C’s") of Sensopro AG, Südstrasse 4, 3110 Münsingen, CHE-104.649.217 ("Sensopro") apply to the use of the Sensopro Hub ("Software") in the version valid at the time the contract is concluded. They are concluded between Sensopro and the purchaser ("Customer").
The subject of this agreement are the following documents, which take precedence over each other in descending order in the event of a conflict:
The customer's terms and conditions or any other stipulations are expressly excluded.
Sensopro is the owner and holder of all rights to the Software. Sensopro shall be entitled to all intellectual property rights to the software provided to the customer in accordance with this contract.
For the duration of this contract, the customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the software for its own purposes and for a number of users ("accounts") determined in accordance with the order confirmation.
The software is accessed and used via a standard web browser (Google Chrome, Firefox, Microsoft Edge Chromium, Opera, Safari). For this purpose, Sensopro provides the customer with a certain number of accesses for the customer's individual users.
The subscription prices requested and confirmed when the contract is concluded apply, plus VAT. The customer can choose between monthly and annual billing. The subscription price is charged to the customer periodically (monthly or annually) via the means of payment selected by the customer. An activation fee is charged in addition to the subscription price.
The customer has no claim to price continuity. Sensopro may change the licence fees at any time. Price adjustments shall be notified to the customer in good time in advance. For current licences, the new prices shall apply for the following month.
Payment is made using the payment methods accepted by Sensopro (credit or debit cards, PayPal, etc.). The selected means of payment will be debited after clicking the "Buy" button.
The customer is obliged to make advance payments. The licence fee for a corresponding month is due on the last business day of the previous month.
If the customer is in default of payment, Sensopro is authorised to suspend all services. If Customer fails to pay within a grace period set, this shall constitute a material breach.
Sensopro does not warrant uninterrupted or fault-free operation of the software. However, Sensopro ensures an average annual availability of 99% for the software, excluding announced maintenance windows. If the minimum availability threshold is not met, the customer will, at Sensopro's discretion, receive a usage credit to be applied at the end of the license period. Should the software's availability fall below the minimum threshold again during the credited period, the customer is not entitled to an additional credit.
The software complies with the provisions on data security set out in the order data processing agreement (Annex I).
Otherwise, the software is provided as-is. In particular, functionality cannot be warranted if a browser other than the contractually intended browser is used.
Sensopro warrants the functionality and operational readiness of the software and the associated services (backup, data hosting, software maintenance, etc.) in accordance with the provisions of this contract.
The customer is obliged to inspect Sensopro's services immediately after their commissioning and to report any defects (including malfunctions) in text form within seven (7) days ("notice period"). Hidden defects must be reported in text form immediately after their discovery. The warranty for hidden defects is limited to six months from their discovery and only applies if the customer can prove that Sensopro is responsible for the defect.
The complaint must contain a precise description of the defect and details of the circumstances surrounding it and how it arose.
Unless otherwise provided for in this contract, the customer shall only be entitled to rectification of defects. This warranty limitation shall also apply to the services provid-ed as part of the rectification of defects. Sensopro shall decide on the appropriate method of rectification (updates, bypassing the fault, replacement by an equivalent service, etc.). All other warranty claims are excluded in full, insofar as this is legally permissible.
Sensopro may refrain from rectification if this results in unreasonable costs for Sensopro in relation to the licence fees, i.e. if the provision of services can no longer be carried out profitably. In this case, the customer shall have no warranty rights. However, the customer has an extraordinary right of cancellation. Any further claims for damages are excluded.
Sensopro's warranty obligation shall not apply if the customer (or its associates):
a) does not comply with the notice periods;
b) does not describe the defects and their accompanying circumstances in a comprehensible and detailed manner;
c) fails to provide the necessary cooperation for rectification;
d) has caused the defect through incorrect handling, a breach of the duty to cooperate or obligations, a system intervention or other manipulations.
The customer is liable for all damage to Sensopro's software and infrastructure caused by improper use or use contrary to the terms of the contract.
Sensopro's liability is excluded to the extent permitted by law. If no statutory or contractually agreed exclusion of liability applies, Sensopro shall only be liable to the extent that the event is covered by its insurance (in principle and in terms of amount).
Sensopro is in no case liable for:
The customer is responsible for the proper instruction of patients in accordance with Sensopro's operating instructions and illustrative material.
Presentations of products or services on the website or in apps do not constitute a legally binding offer, but only an invitation to make an offer. By clicking on the "Buy" button, the customer makes an offer to conclude a contract in accordance with the provisions of this contract. The contract is concluded upon confirmation by Sensopro. This confirmation is sent to the customer by e-mail. Together with the confirmation e-mail, the customer will be asked to create a password to access the products.
The customer can cancel the subscription contract at any time at the end of the current billing period (see section 2.2).
Each party has the right to terminate this contract extraordinarily for good cause at any time and without notice in writing by registered letter. Good cause shall be deemed to exist in particular if:
Upon termination of the licence agreement, all parts of the agreement shall lapse, with the exception of the provisions that remain valid after termination (in particular provisions on confidentiality and data protection).
Both parties and their associates mutually undertake to maintain confidentiality with regard to documents and information not generally known which relate to the business sphere of the other party and which become accessible to them during the preparation and execution of the contract.
The parties contractually oblige the subcontractors and employees to exercise the same care as agreed here and impose any special professional obligations on them, such as medical confidentiality.
This obligation shall remain in force even after the termination of the contractual relationship as long as there is a legitimate interest in it.
The customer is aware that the conclusion and fulfilment of this contract may lead to the processing of personal data about him, his employees and his associates. Sensopro will use such data primarily to fulfil the contract and improve the software.
In addition, personal data of the customer's patients may be processed through the use of the software. In this regard, reference is made to the agreement on order processing (Annex I), which forms an integral part of the contract.
If the provision of the service is temporarily interrupted, wholly or partially restricted or impossible due to force majeure (e.g. war or unrest; epidemics and pandemics at the place of performance; natural disasters such as earthquakes, floods, forest fires; unforeseeable trade barriers or energy shortages; labour disputes; etc. at the place of performance), both parties shall be released from their obligations. The performance obligations of the parties shall be suspended to the corresponding extent.
In the event of force majeure, Sensopro shall inform the customer as soon as possible of the effects and expected duration. Sensopro will make every effort to minimise the effects of the event and restore the availability of the software
By signing this contract, the customer agrees that Sensopro may cite the customer relationship as a reference on marketing channels. Before Sensopro publishes the customer relationship on its website or otherwise, the customer shall be given the opportunity to object within a reasonable period of time.
Notifications regarding the exercise of rights and obligations arising from the contrac-tual relationship must be sent to the other contracting party at least in text form (e.g. e-mail), unless this contract expressly provides for the written form.
Sensopro may transfer the contractual relationship to a third party at any time and without prior notice.
The transfer of rights and/or obligations arising from the contractual relationship or the same by the customer to a third party requires the prior consent of Sensopro in order to be valid.
Subsequent amendments or additions to the T&C’s shall become part of existing contractual relationships unless the customer rejects them within 30 days of becoming aware of them.
Should provisions of these T&C’s be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions and the invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision.
Swiss law shall apply to the exclusion of Swiss conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG)
The exclusive place of jurisdiction is Münsingen.
Instead of on-site inspections, Sensopro shall provide proof in writing upon request (e.g. by disclosing audit, certification or other test results such as penetration tests).
The following are measures for data security and to ensure an appropriate level of protection with regard to the confidentiality, integrity, availability and resilience of the systems. Sensopro takes into account the state of the art, the costs and the type, scope and purpose of the processing.
Sensopro takes the following technical and organisational measures