General Terms and Conditions
1. Scope of application
These General Terms and Conditions (hereinafter referred to as ‘GTC’) are an integral part of every contract between iMATRIX GmbH, Cheerstrasse 13e, 6014 Lucerne, (hereinafter referred to as ‘bot4talk.com’) and the dealer. They exclusively govern the use of the iMATRIX software, but not the individual purchase contract.
2. Services
iMATRIX GmbH offers companies the provision of services in the field of information and communication technology (consultancy, development, production, distribution, support, IT services, training, maintenance); the 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 disposal of properties; acquisition, management and exploitation of intellectual property rights.
2.1 iMATRIX software
The licence and update fees for iMATRIX software are charged annually depending on the package and modules, plus VAT. The price includes one-time licence, installation and configuration.
The usage fee is to be paid within 10 days of the invoice date after a 30-day free trial.
2.2 Newsletter Tools ‘Principles for providing our services’
2.2.1 With our software and its functions, we merely provide you with a technical basis for the purposes to be mapped by you within the limits of the purchased services (see in particular the service description at https://www.reklama.ch). We do not assume any responsibility for the actions carried out with our software or for the content processed with our software. All actions you perform and content you process with our software are subject exclusively to the statutory provisions, agreements and contracts that you conclude with your customers, partners, employees, etc., with whom 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 and the related documents and appendices, taking into account your interests, provided that we do not violate our contractually agreed main service obligations towards you as a result. We will only make significant modifications and settings that negatively change the contractual relationship with you with your consent. If such a consent is not obtained and we have to make the corresponding modification or setting because we change our business model or it is necessary for technical reasons, both parties have the right to extraordinarily terminate this contract.
2.2.4 In the event of force majeure, we shall be released from our obligation to provide the services for the corresponding period of time, provided that it is actually not possible for us to provide the services. Force majeure shall be deemed to be 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 you would be for your own actions.
2.2.6 You can access third-party websites and software via links or functionalities in our software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognisable by a change in the address line of the browser or a change in the user interface.
2.2.7 We are entitled, after stating 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 for good cause if we receive repeated complaints about you or if you repeatedly fail to comply with the provisions of the contract and these GTC, other requirements communicated by us or legal regulations. We shall inform you of this immediately in each case and give you the opportunity to comment. We shall inform you 10 days in advance of any complete blocking or complete exclusion, stating the corresponding reasons. If you eliminate the reason that led to the rejection, blocking or exclusion, we shall review the resumption of your services on our platform.
3. Conclusion of contract
After the licensee has established contact with iMATRIX GmbH, iMATRIX GmbH shall send the licensee an order confirmation to sign. The contract between iMATRIX GmbH and the licensee regarding the use of iMATRIX software shall be concluded upon iMATRIX GmbH signing the order confirmation.
4. Legal status of iMATRIX GmbH
iMATRIX GmbH is not a party to contracts concluded between the licensee and its customer regarding a communication. iMATRIX GmbH, its representatives, employees and agents are not responsible in any way for the risks associated with the initiation and conclusion of business and shall not be liable in any way for any losses arising as a result. iMAT RIX GmbH is not obliged to monitor the conduct of its licensees in connection with the use of the iMATRIX software. However, iMATRIX GmbH is entitled, but not obliged, to check the offers, texts and pictorial representations published on the iMATRIX software of its licensees for their legality or other admissibility in any way.
5. financial transactions
Financial transactions via the iMATRIX software are processed using the payment solutions from Stripe (credit cards), PayPal, bank transfers, Authorize.net AIM and SIM, Instamojo, Mollie, Braintree, PayU Money, 2Checkout. Payments from the Licensee's customers are made directly via 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 of its iMATRIX software (customer data, financial transactions, employee data, product data, price information, etc.). The licensee may only use and publish images and texts on the products provided by iMATRIX software that he has created himself or for which the rights holder has granted permission to use; this applies in particular to text and image material that is publicly accessible on another website. The user is responsible for ensuring that the offering and sale of his products does not infringe any third-party rights, in particular personal rights, property rights and intellectual property rights. It is not permitted to offer items on products provided by iMATRIX GmbH if the offer is punishable by law or offends common decency. In particular, articles that are illegal, pornographic, racist or hazardous to health or that are associated in any way with unconstitutional organisations are prohibited. In particular, the sale of live animals, weapons, medicines and chemicals is prohibited. Usernames and passwords may only be used by the user to whom they belong. It is in the user's own interest to keep their username and password secret. The user can change the password at any time, but they must choose a new password that is not easy to guess. In the event of loss of the user name and password or suspicion of unauthorised access or misuse, the user must inform the iMATRIX team as quickly as possible so that a new password can be generated. If there are reasonable indications of unauthorised or improper use of the iMATRIX products, the platform operator can temporarily interrupt the user's system access without notice until security has been restored. You can subscribe to additional functions of the subscription service by either placing an additional order or activating the additional functions in your my.iMATRIX account (provided that we make this option available to you). This contract shall apply to all additional orders and to all additional functions that you activate in your my.iMATRIX account. Availability commitment. Details of the uptime commitment for IMATRIX can be found at www.bot4talk.com.
7. Limitation of liability
iMATRIX GmbH guarantees to perform its services with due care and undertakes to perform these services in accordance with the current technical standard. The liability of iMATRIX GmbH is limited to damages that can be attributed to intentional breaches of contract or gross or medium negligence on the part of its employees. The Licensees are aware that, even with careful software development and maintenance, errors may creep in, meaning that iMATRIX GmbH does not guarantee uninterrupted operation of the iMATRIX software. iMATRIX GmbH shall not be liable for consequential losses, lost profits and data loss, as well as for losses resulting from business interruptions, unless these are caused by gross negligence or intent on the part of its employees. iMATRIX GmbH will carry out planned system interruptions, e.g. maintenance intervals, at off-peak times if possible. It may interrupt operation if this is necessary for important reasons, e.g. in the event of faults or risk of misuse. If possible, information about interruptions will be provided in an appropriate manner (e.g. on the bot4talk.com website or by e-mail to licensees). The licensee shall not be entitled to make any claims against iMATRIX GmbH as a result of any system interruption. iMATRIX GmbH shall not be liable for defects and disruptions for which it is not responsible, in particular for security defects and operational failures of providers or third-party companies with which it works together or on which it is dependent. Furthermore, iMATRIX GmbH shall not be liable for force majeure, improper action and failure to observe 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.) that occur despite the necessary up-to-date security precautions. The licensee acknowledges that iMATRIX GmbH registers data that is necessary for the performance of the contract and stores it in accordance with the statutory archiving obligations and, if necessary, evaluates it for statistical purposes. iMATRIX GmbH undertakes not to disclose user data to third parties for non-contractual purposes.
8. Intellectual Property
8.1. This is a contract for access to and use of the Subscription Service and no license is granted to You with respect to any software by this Agreement. The Subscription Service and the Consulting Services are protected by intellectual property laws. These Services belong to Us and Our licensors (if any). They are and will remain the property of us and our licensors. You agree not to copy, rent, lease, sell, redistribute or create derivative works based on the IMATRIX Content, Subscription Service and Consulting Services, in part or in whole and in any way, unless specifically authorised by us in writing. Our trademarks include, but are not limited to, those listed at www.bot4talk.com (which we may change at any time without notice), and you may not use any of these trademarks without our prior written permission.
8.2. We encourage all customers to share their feedback on the Subscription Service or Consulting Services with us, submit suggestions for improvements, and vote on suggestions 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 Consulting Services without owing you any payments or allocations.
9. Contract duration and termination
The contract is initially concluded for a period of 1 year. If it is not terminated 30 days prior to expiry, it shall be automatically extended by a further year in each case. This can be cancelled in turn with a notice period of 30 days to the end of the contract period. The cancellation must be made in writing by post or email. iMATRIX GmbH is also entitled to cancel the contract for messages relevant to the contract by email to the email address provided by the customer. It is the Customer's sole responsibility to export the Customer Data (for Websites Hosting Migrate) prior to such termination or expiration. In the event that the Customer has not deleted the Customer Data from the account, we will not assume any responsibility after 10 days. Therefore, this period can be terminated by us at any time with or without notifying the Customer, and the Customer Data will then be permanently deleted from our server. The customer acknowledges the above and their sole responsibility to export and/or delete the customer data before the termination or expiration of these terms of use, and therefore we do not assume any liability in this regard, either to the customer or to a user or third party. iMATRIX GmbH can also terminate the contract with the licensee terminate the contract with the licensee with immediate effect or block it until further notice if the licensee violates these GTC, if bankruptcy or insolvency proceedings have been initiated against the licensee, or if it becomes otherwise apparent that the customer can no longer meet its payment obligations. Such a situation shall otherwise be assumed if the licensee has not paid the fee for the use of the software despite two reminders. In the event of breaches of duty by the licensee and in the event of the offering of unauthorised items or the infringement of third-party rights, iMATRIX GmbH shall be entitled to block the licensee's access to Software iMATRIX Sofort and to terminate the contract without notice. In the event of termination of the contract without notice, any prepaid fees shall not be reimbursed. The licensee shall be liable to iMATRIX GmbH for all expenses and losses attributable to the licensee's breach of obligations.
10. Contract amendments
Amendments and supplements to these GTC shall only be effective if agreed in writing. iMATRIX GmbH reserves the right to amend the GTC. The changes will be announced on the website in good time. In this case, the user has the right to terminate this contract with a notice period of 14 days after the notification. If the user fails to do so, this shall be deemed to be consent to continue the contract under the new conditions.
11. Data protection
iMATRIX GmbH processes the personal data collected from the licensee in accordance with its data protection declaration.
12. Indemnity
If third parties assert claims against iMATRIX GmbH due to the infringement of their rights by offers or content published by the licensee or due to any other use of the software by the licensee, the licensee shall indemnify iMATRIX GmbH against all claims and shall also bear the costs of the legal defence of iMATRIX GmbH (including court and legal fees).
13. Place of jurisdiction and applicable law
These T&C shall be governed by Swiss law, excluding the conflict of law provisions of Swiss private international law. Subject to any statutory provisions to the contrary, the place of jurisdiction shall be Lucerne, Switzerland.
14. Anti-spam Policy
This policy shall apply to all iMATRIX services that can be used for transmitting mass e-mails or commercial e-mails (‘Covered Services’). You agree to the iMATRIX Anti-Spam Policy as a condition for using the Covered Services. Covered Services may only be used to send e-mails or messages to individuals from whom you have obtained express permission for sending e-mails or messages on the subject of such e-mail or message, such as permission-based e-mail marketing. We take our anti-spam policy very seriously. If we discover that you are sending e-mails or messages to people without their permission, we reserve the right to terminate your user account.
15. Hosting and mailing
The annual fee includes web hosting to the extent described in the order confirmation. The choice of server provider lies exclusively with iMATRIX GmbH and, for security reasons, the customer cannot be provided with access to the server administration. iMATRIX GmbH shall set up the server and domain using its own basic settings and its own name. Unless otherwise agreed in the order confirmation, the customer may request a move to another host provider. In such a case, iMATRIX GmbH shall no longer be liable for the hosting and operation of the website. iMATRIX GmbH shall be entitled to charge the customer for any additional expenses incurred in connection with a change to another host provider.
iMATRIX GmbH shall provide the customer with mail hosting depending on the selected service package. iMATRIX GmbH shall use its best endeavours to ensure that the website hosted by iMATRIX GmbH can be accessed with as little interruption as possible. However, iMATRIX GmbH cannot provide any assurance in this regard. Restrictions on accessibility that arise as a result of serious disruptions to the network, the servers or the software of third-party companies may result in a restriction or failure of availability.
15.1. Final written warning: If the customer fails to pay the final written warning, their hosting account will be blocked for 10 days. To unblock the account, an advance payment of CHF 200 is required. If the customer does not leave a written message with iMATRIX GmbH even after a further 10 days (a total of 20 days after the first suspension), the data will be permanently deleted and cannot be restored. In this case, iMATRIX GmbH shall not be liable for any damage that may arise from the loss of the data.
15.2. DNS changes: If changes are made to the DNS entries of your domain, this will automatically result in the deactivation of your domain on our servers. After a period of 30 days, your domain and all associated content, including e-mails, will be permanently deleted. Please note that iMATRIX GmbH does not accept any liability for the loss of your data. Deleted data cannot be restored.
15.3. Mass e-mails: It is not permitted to send mass e-mails (newsletters) from the iMATRIX Management Server. In the event of a violation of this regulation, the domain hosting concerned shall be blocked immediately. In order to reactivate the hosting, an advance payment of CHF 200 shall be required. In the event of a repeated violation of this regulation, the domain hosting shall be completely blocked by the iMATRIX server and all data shall be removed from the server. In this case, iMATRIX GmbH shall not be liable for any damage caused by the loss of data.
5.4. Additional services The customer shall have the option of taking out additional service subscriptions or purchasing services from iMATRIX GmbH on an hourly basis. The current range of services and service subscriptions, as well as their scope, are described on the platform.
The restoration of the website after hacker attacks, etc. shall be charged to the customer – unless expressly included in the package price – based on the time and effort involved and in accordance with the applicable rates of iMATRIX GmbH.
5.5. iMATRIX is not obliged to check the customer's content in this regard.
to avoid fair use, i.e. excessive or unnecessary use of the subscription (e.g. mass mailings, unsolicited advertising e-mails, pure download pages, etc.). not to initiate advertising circulars or mass mailings (mailing campaigns) via e-mail using e-mail addresses of its domain. to regularly check the incoming messages in its 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 shall also apply in the event that there is no actual legal claim.
In particular, non-compliance with the customer's aforementioned contractual obligations shall be deemed to be misuse. Above all, WordPress and module updates must be carried out monthly. The block will remain in place until the respective matter has been resolved or the customer provides proof that the content is in fact unobjectionable.
Furthermore, iMATRIX reserves the right to block the customer's web hosting service at the customer's expense if the customer's user behaviour in any way (chat, forum, etc.) impairs the server's operating performance. In the event of any misuse of the web hosting service or any breach of the GTC, iMATRIX expressly reserves the right to claim compensation for all direct and indirect damages incurred, including financial losses.
16. Final provisions
Should any parts of these General Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be replaced by the relevant statutory provisions.
Update: 21 October 2023