SKUANI Ltd. General Terms and Conditions SKUANI AG

  1. Applicability
    1. SKUANI AG ("SKUANI") operates an online platform which puts users with inquiries in touch with expert consultants for advisory services.
    2. The General Terms and Conditions ("GTC") set out below shall govern the legal relations between users of the online platform (the "Platform") and SKUANI. The data protection provisions referred to within these GTC shall form an integral component of the GTC. By using the platform you declare that you agree with and accept these terms and conditions.
    3. For simplicity, only the male gender is used throughout these GTC. The female gender is of course always included.
  2. Definitions
    1. Client: An anonymous user looking for experts on the platform.
    2. Expert: A registered user who has registered on or logged into the platform.
    3. Users are the total number of clients and experts..
    4. SKUANI generally refers to providers of consultancy services as experts, regardless of whether or not that term is appropriate for the professional title in question, whether or not it was awarded based on specific training or qualifications and without evaluating the expertise of the consultancy service provider. It can also not be concluded here from that providers of consultancy services who are not registered on the platform, are not also experts.
  3. SKUANI’s Service Offer
    1. Primary Service Offer
      1. Companies and individuals ("Clients") enter their consultancy needs on the inquiry page. The specialists ("Experts") offer consultancy services in their specialist fields on the offer page. Experts can save their details in their personal profile on the platform ("User Profile"). When clients' needs correspond with experts' offers, SKUANI shows the clients and experts this match .
      2. SKUANI provides customers with a detailed glossary of valuable information about the consulting services covered by SKUANI and links the expert profiles, publications, blogs and products with the glossary.
    2. Secondary Service Offer
      1. Experts can create direct links to their professional articles and blogs. Clients will find these professional articles and blogs following the same logic which they would use to search for appropriate experts. Specialist articles and blogs can be read, forwarded, and shared.
      2. In addition, SKUANI experts may join forces to form interdisciplinary consultancy teams and provide joint consulting services as such.
      3. Experts can offer professional consulting products at SKUANI. If the customer is interested in a consulting product, the mandate between experts and customers is bilateral.
      4. Clients can contact SKUANI online or by telephone to arrange suitable experts.
  4. License and Ownership of Content
    1. All rights over SKUANI's information, elements and content, including the trademark rights, copyrights and other intellectual property rights contained therein, shall be the property of SKUANI or there shall be usage rights granted in SKUANI’s favor by third parties.
    2. All rights over the software and other works, services, procedures, equipment, designs, technologies, brands, companies, inventions and all materials in any way related to the Platform, shall remain with SKUANI, in particular rights over the proprietary content and information provided by SKUANI.
    3. The reproduction, transmission and modification of and/or linking to SKUANI’s content, elements and information for public and/or commercial purposes is hereby expressly prohibited in any form without SKUANI’s prior, express consent given in writing. By providing data and/or information on the website, users shall grant SKUANI the right to edit and use such information in all ways. SKUANI shall not acquire any rights beyond this.
    4. All rights over the software and other works, services, procedures, equipment, designs, technologies, brands, companies, inventions and all materials in any way related to the website, shall remain with SKUANI, in particular rights over the proprietary content and information provided by SKUANI.
  5. Access to the Service Offer and Contract Conclusion
    1. Technical access to the Platform shall be by means of the Providers chosen by the user himself and shall not fall under SKUANI's responsibility. Parts of the service offer shall only be accessible following previous registration by the user.
    2. The user shall log in with a user ID and a password used to identify him each time he logs in.
    3. The ability to use the services offered on the Platform shall not constitute any offer, but merely an invitation to make an offer. By logging in, the user shall make an offer to conclude the contract regarding use of the services in question. SKUANI shall accept the user's offer by providing the relevant services. This is the only way in which a contract may be concluded between the user and SKUANI.
  6. Experts
    1. The Platform offers Experts various options for presenting themselves with their own profile and activities on SKUANI and, where applicable, outside the Platform and for interacting in real time with other users and, where applicable, third parties.
    2. Experts can obtain membership by purchasing a subscription. Each Expert may only create one profile. The Expert may not permit third parties to use his own profile.
    3. Experts that open a team profile, may choose an imaginary name to refer to their team.
  7. Registered User
    1. The user shall be responsible for his conduct, the content of his profile and offers and for all other data provided by him. In particular he shall guarantee the legality, accuracy and currency of such data.
    2. The user shall notify SKUANI immediately if he suspects unauthorized use of his account or unauthorized access to his password.
    3. SKUANI has no technical means of determining with certainty that a user is actually the person they are claiming to be. SKUANI therefore offers no guarantee as to the actual identity of a user.
  8. Terms and Conditions for Use of the Platform
    1. The user shall be obliged:
      1. to only provide information about him that is true and is not misleading. In particular, users may not impersonate other people or make use of names they are not authorized to use. SKUANI shall be entitled to delete such user accounts without prior notice. Changes to credentials should be communicated to SKUANI immediately and online via the user account;
      2. Profile pictures within the User Profile on the platform must only use a photo in which the user is clearly recognizable. The user shall ensure that he is legally permitted to publicly distribute the profile photo on SKUANI under current legislation.
      3. to comply with applicable law and all third party rights when using SKUANI and the Platform content. The user shall be prohibited from the following in particular:
        • using offensive or defamatory content;
        • using and distributing content that is pornographic, promoting violence, inappropriate or immoral, or which violates laws on child protection, or from advertising, offering and/or distributing goods or services that are pornographic, promoting violence, inappropriate or immoral, or which violate laws on child protection;
        • unacceptably harassing other users, in particular through spam or chain mail (this list being non-exhaustive);
        • using and distributing legally protected (e.g. by copyright, trademark, patent, design rights or utility model rights) content without being authorized to do so;
        • indulging in or promoting anti-competitive conduct, including progressive canvassing (such as chain schemes or pyramid systems);
        • using mechanisms, software or scripts in conjunction with use of the Platform. The direct or indirect advertising or distribution of such mechanisms, software or scripts is also hereby prohibited;
        • blocking, overwriting, modifying and copying, insofar as this is not necessary for the proper use of SKUANI;
        • distributing and publicly disclosing Platform content or content from other users, except where such distribution and public disclosure is provided for within SKUANI’s relevant Services or where the other user has consented to such distribution and public disclosure; and/or
        • any action capable of negatively impacting on the functionality of SKUANI's infrastructure, in particular by overloading said infrastructure.
      4. SKUANI shall not be obliged to provide data and/or information provided by users to other users if such data and/or information does not comply with Clause 9.
      5. In principle, upon termination of the user account, SKUANI shall delete all data and information associated with the User Profile. We hereby reserve the right, however, to save all user data on our secure servers for the period stipulated by the applicable law in order to comply with our statutory obligations.
  9. Service Modification, Maintenance and Discontinuation
    1. SKUANI hereby reserves the right to adapt the Services to technical innovations or change them based on changing circumstances. Such modifications may be implemented by SKUANI at any time.
    2. In principle, the Services shall be available 24 hours a day. SKUANI shall not provide any guarantee, however, that the Platform will be accessible in full and at any time.
    3. SKUANI shall be entitled to reduce the Services to an appropriate extent, without prior notice, for maintenance purposes and for the security and integrity of the server services as well as to implement technical measures. SKUANI shall be obliged to undertake such measures taking into consideration the legitimate interests of the users.
    4. Modifications, interruptions and discontinuation of the Services and deletion of content shall not give rise to any entitlement on the part of the user to withdraw from the contract and/or reduce or reclaim payments or claim compensation.
  10. Term and Termination
    1. The term of this agreement means the duration of use of the platform as a user as well as the use of the services on or from SKUANI.
    2. The membership begins with the registration of the expert (final subscription) and has a duration of one year. The expert can cancel the membership, without providing reasons, by e-mail or in the user profile. An already transferred payment will not be refunded pro rata temporis.
  11. Prices and Payment Terms
    1. Basic: experts receive membership free of charge, which includes a limited offer of services.
    2. Swiss Premium: The paid membership for experts with residence or domicile Switzerland costs CHF 180.- per year (including VAT).
    3. International Premium: The paid membership for experts domiciled outside Switzerland costs EUR 85 per year.
    4. Swiss Corporate Premium: membership for corporations for a discounted fee.
    5. International Corporate Premium: membership for corporations domiciled outside of Switzerland for a discounted fee.
    6. The paid membership is payable upon registration or after expiration of a free month.
    7. Invoices for the usage fee may only be paid via the payment methods accepted by SKUANI. Invoices sent by e-mail or by post must be paid within 30 days from the invoice date. In the event of failure by the Expert to comply with the payment terms, or the payment dates agreed upon separately, he shall be required to pay default interest of 8% after a notice of default has been issued. The right to claim further damages remains hereby reserved. The Expert shall also be required to pay SKUANI an administration fee of CHF 10.00.
  12. Disclaimer
    1. SKUANI provides its Clients access to a wide range of high quality content and services. The contents need not coincide with the views of SKUANI. The entire database content i.e. legal information is provided to SKUANI by third parties and is prepared, formatted and, if need be, refined by SKUANI for the use in line with SKUANI’s online offering. SKUANI does not assume liability for the accuracy and completeness of the database content i.e. legal information offered by SKUANI. Experts providing database content i.e. legal information on SKUANI guarantee that the published information is accurate and does not violate intellectual property rights or other third-party rights.
    2. Any liability on SKUANI’s part in connection with these GTCB or the Platform is hereby expressly excluded to the fullest extent permitted by law. In particular, any liability on the part of SKUANI for damages (including indirect damages, such as consequential damages and damages caused to third parties or lost profit) which may arise from access to the Platform, elements and/or use thereof, or from an inability to access or use said Platform or a limitation thereof (e.g. interrupted operation, technical faults etc.), is hereby excluded.
    3. SKUANI shall also not be liable for misuse of the Internet and any damage associated therewith caused by viruses and similar harmful elements, or for security flaws and telecommunications network or Internet disruptions. In particular, the availability of the Internet cannot be guaranteed. It is possible for transmission errors, technical faults, disruptions, unlawful interference with network equipment, network overloading, malicious obstruction of electronic access by third parties and interruptions or other shortcomings on the part of the network operator to arise.
    4. SKUANI shall not provide users with any guarantees in connection with the Platform. In particular, it shall not provide any assurance as to the accuracy, correctness, reliability, currency, appropriateness or completeness of the information made accessible or contained on the Platform and hereby excludes all liability for incomplete or erroneous content. All information shall be provided without any guarantee. In particular, SKUANI shall not provide any guarantee for the consultancy services offered on the Platform or for the conclusion of any agreements which may arise therefrom.
    5. The user hereby undertakes to hold SKUANI free and harmless from any kind of action, damages, loss or claims which may arise as a result of his registration on and/or use of the Platform and the information made accessible via said Platform.
    6. SKUANI shall not be responsible, and hereby excludes any liability in this respect, for the content of websites linked to the Platform. Accessing such links shall be at the user's risk. All liability claims by the user against SKUANI in connection with such links are – insofar as is legally permitted – hereby excluded.
  13. Data Security and Risks
    1. In principle, due to the encryption used, it is not possible for any unauthorized parties to view the confidential data. Even with cutting-edge security measures, both on the Platform's side and on the user's side, however, absolute security cannot be guaranteed.
  14. Laws / Import and Export Restrictions
    1. Users understand that by using the Platform and Services contained thereon, they must adhere to the relevant regulations of their jurisdiction. The onus shall be on the user to obtain information about such laws and regulations. SKUANI shall not accept any liability in this respect.
    2. The user hereby acknowledges that there may be import and export restrictions for the encryption algorithms that he may be breaching by making use of such services which are not used in Switzerland.
  15. Data Protection
    1. SKUANI shall only collect data as necessary and shall treat such data carefully. For more on this, see the data protection provisions.
    2. SKUANI shall comply with the provisions of the Swiss Data Protection Act but is unable to fully guarantee the confidentiality, integrity, authenticity and availability of personal data. The user hereby understands and consents to the fact that personal data may also be accessed in countries where there is no legislation to guarantee an adequate level of data protection.
    3. When a user accesses personal data (even when accessing said data from abroad) and processes said data, the user in question shall be responsible for protection of the personal data. Saving of data to data media is to be handled very restrictively, printouts must be treated confidentially and unnecessary personal data must be deleted immediately.
    4. Experts are hereby reminded that all users have access to the active User Profiles.
    5. With these GTCB, the user hereby also accepts the data protection provisions which shall constitute an integral component of these GTCB.
  16. Amendments to the General Terms and Conditions of Business
    1. SKUANI hereby reserves the right to make changes to the GTCB and data protection provisions at any time for future transactions. The latest version published on the Platform shall apply between the user and SKUANI.
    2. Changes to prices and terms and conditions shall enter into force for all users at the same time.
  17. Partial Invalidity
    1. In the event of a provision of these GTCB or the data protection provisions being or becoming invalid, the validity of the remaining provisions shall be unaffected thereby. In such cases, the contracting parties hereby undertake to conclude a provision in place of the invalid clause which most closely reflects the original economic purpose of the invalid clause.
  18. Applicable Law and Court of Jurisdiction
  19. The courts of the City of Zurich shall have jurisdiction. SKUANI shall also, however, be authorized to invoke its rights before the courts where the user is headquartered or domiciled or before any other competent authority. Swiss substantive law shall apply.

These GTCB were last updated on April 28, 2017.