Terms and Conditions.
The General Terms and Conditions (hereafter "GTC") regulate the contractual relationship between the customer (hereafter "Customer") and Worldbox AG, Breitackerstrasse 1, CH-8702 Zollikon, Switzerland (hereafter "WORLDBOX") and are valid for all the services offered by WORLDBOX and its subsidiaries and partners. All communication to WORLDBOX is to be addressed to: Worldbox AG, Breitackerstrasse 1, CH-8702 Zollikon, Switzerland firstname.lastname@example.org.
For customers in the United Kingdom -Worldbox (UK) Limited, 12 Castle Street, Hereford HR1 2NL acts as the invoicing agent for Worldbox AG, Switzerland. Worldbox (UK) Limited is registered in England No. 02982878 Registered office Albanky House, Church Lane Alpheton, Sudbury, Suffolk CO10 9BL
These GTC shall be in force from January 1, 2007 and replace all previous general terms and conditions. In addition, the current price list shall be an integral part of these GTC. In case any separate written agreements are concluded between the Customer and WORLDBOX which are in contradiction to these GTC, such individual agreements between the parties shall prevail.
The price for any information services offered by WORLDBOX is subject to the currently valid price list. Upon request, WORLDBOX may submit a special offer to Customers with a high order volume. WORLDBOX reserves the right to update at any time prices published in the price list. These updated prices are communicated to the Customer online, in writing or by any other suitable means no later than one week before becoming effective.
3. Information Services against Advance Payment
The information services of WORLDBOX shall generally be available against advance payment only, either by credit card or against invoice according to the Customer's preference. Invoices issued by WORLDBOX shall be payable within 30 days from their issue date. WORLDBOX shall be committed to provide the information services in question upon receipt of payment only. If a Customer purchases information services in the value of a certain amount against advance payment, this amount will be credited by WORLDBOX to the Customer's account for a period of 12 (twelve) months upon receipt. The Customer shall be advised of his balance at the end of each calendar month. At the end of 12 months, any unused credit shall be forfeited and the Customer shall not be entitled to claim any compensation.
4. Information Services against Invoice
In certain cases, WORLDBOX may agree to provide information services against invoice. WORLDBOX reserves the sole right to determine if a service shall be provided against advance payment or invoice.
Invoices issued by WORLDBOX after a service has been rendered shall be payable within 30 (thirty) days of the issue date. In the case of late payment, WORLDBOX may suspend information services previously provided, unless payment is received within 10 (ten) days from the date on which the written reminder issued by WORLDBOX has been received. Despite any suspension of services, all payments shall remain payable for the contract period. Irrespective of whether WORLDBOX enforces its right to suspend access to services, late payment interest of 8% p.a. shall be imposed.
5. Liability of WORLDBOX
WORLDBOX shall not accept any liability for the objective accuracy or comprehensiveness of the information made available to its Customers. WORLDBOX declines any liability for the legal or factual actions of its Customer, or the Customer's employees or clients, which may have been committed or omitted as a result of the information or services provided by WORLDBOX. WORLDBOX neither expressly nor impliedly warrants the suitability of the information or services acquired from WORLDBOX for any particular purpose. Likewise, liability by WORLDBOX shall be excluded for any damages incurred by the Customer from any interruption of his access to the information and services provided by WORLDBOX. In each individual case, the maximum amount for which WORLDBOX might be held liable shall be limited to the amount corresponding to the total value of all orders the Customer has placed with WORLDBOX in the year preceding the event which has caused the damage. The limitation of liability contained in this provision shall also apply if WORLDBOX has been advised in advance by the Customer of the possibility of such damage.
6. Misuse of Information and Services Provided by WORLDBOX
Information and services made available by WORLDBOX may only be used by the Customer, its employees and third parties controlled by the Customer based on a majority holding. For Customers who regularly acquire information and services on behalf of third parties (such as trustees, attorneys etc.) and which advise WORLDBOX of this fact upon signing the contract or before acquiring any information, one single transmission of information to such third parties shall be permitted subject to the restrictions stipulated in these GTC. Any other use shall be considered as misuse, in particular also the transfer to as well as the use by other persons without prior written consent of WORLDBOX. Similarly, the production of electronic media and print media for the distribution of the information in question shall be considered as misuse. For each individual misuse, the Customer shall be subject to payment of penalties in the amount of CHF 50'000.--to WORLDBOX. In this instance, WORLDBOX shall be entitled to terminate the contractual relationship with immediate effect and without any entitlement of compensation on the part of the Customer. Payment of the penalties shall not relieve the Customer from complying with its contractual obligations and payment of compensation for additional damages. WORLDBOX reserves the right to include data (such as control addresses) in the information provided in order to monitor misuse of information or any other use infringing these GTC.
7. Acquisition of Swiss Company Information by Customers outside Switzerland
Customers domiciled or resident outside of Switzerland are prohibited from passing any information acquired from WORLDBOX to third parties. In addition, Customers who are domiciled or resident outside of Switzerland shall be obliged to grant to any person affected the right to request information on any information collected on them and originating from WORLDBOX, while at the same time such person shall also be granted the right to correct any incorrect information. Any infringement of the provisions stipulated with regard to information obtained by Customers from outside of Switzerland shall be considered as misuse in accordance with Section 6 above. Unless the Customer rectifies the situation within 30 (thirty) days after being requested to do so in writing by WORLDBOX and confirms in writing that he will in future adhere to the provisions in question, WORLDBOX shall be entitled to terminate the contract with immediate effect and without any entitlement for compensation for any unused credit by the Customer and subject to WORLDBOX's right to indemnification in accordance with Section 10.
8. Instruction and Surveillance of Employees
The Customer shall be obliged to instruct all employees and auxiliary personnel entitled to obtain and deal with the information in question on behalf of the Customer on the provisions contained in these GTC and to ensure that the said provisions are adhered to.
9. Special Provisions for Credit Information
The Customer shall be entitled to receive information about creditworthiness only if a prevailing interest in this information can be demonstrated. Credit information in this sense is information which supports the assessment of the creditworthiness of a company or person. A prevailing interest can be said to exist if the Customer requires this data for the conclusion or execution of a contract with the person in question or for assessing the solvency of a person with whom the Customer has a contractual relationship or with whom he seriously considers entering into a contractual relationship. WORLDBOX reserves the right to request a written declaration regarding the existence of a prevailing interest from the Customer prior to delivering any information regarding creditworthiness. Any infringement of the provisions stipulated with regard to information obtained by Customers from abroad shall be considered as misuse in accordance with Section 6 above. Unless the Customer rectifies the situation within 30 (thirty) days after being requested to do so in writing by WORLDBOX and confirms in writing that he will in future adhere to the provisions in question, WORLDBOX shall be entitled to terminate the contract with immediate effect and without any entitlement for compensation for any unused credit by the Customer and subject to WORLDBOX's right to indemnification in accordance with Section 10.
The Customer shall indemnify WORLDBOX against all claims made by third parties against WORLDBOX as a result of the Customer's failure to comply with the data protection provisions under Sections 6 to 9 hereunder. The Customer shall be obliged to join any legal proceedings for damages made for this reason by a third party against WORLDBOX as soon as such proceedings have been initiated. In this instance, WORLDBOX shall grant to the Customer the right to choose or to change the attorney to handle the case as well as the right to continue any legal proceedings in his own name and on his own account. All legal and attorney fees shall be borne by the Customer, notwithstanding whether the Customer exercises rights and obligations with regards to legal proceedings in accordance with this provision.
11. User Rights
The Customer acknowledges that the information offered by WORLDBOX is the property of WORLDBOX or its business partners and protected by copyright and other proprietary rights. The information is confidential and must be treated as such and must therefore not be reproduced either as a whole or in part or disclosed to third parties. The rights of the user are restricted to internal use within the framework of the provisions contained in these GTC, unless expressly otherwise agreed upon with WORLDBOX.
12. Customer Service
WORLDBOX offers its Customers the possibility to receive customer service and support online via e mail at email@example.com. In addition, the Customer receives online information about current customer questions regarding the services provided by WORLDBOX.
13. Contract Period
The contractual relationship with the Customer is valid for a period of 12 (twelve) months from the date on which the contract was concluded. The contract period is automatically extended for further 12 (twelve) months, provided the contract is not terminated in writing by either Party no later than 2 (two) months before the end of the contract period and subject to WORLDBOX's right to immediate termination of the contract in accordance with Section 6 para. 2, Section 7 para. 2 and Section 9 para. 3.
Upon termination of the contract, the Customer's obligations under Sections 6 to 10 shall survive.
14. Amendments to the General T erms and Conditions
WORLDBOX is entitled to amend the current GTC at all times. WORLDBOX shall notify the Customer no later than one week before such amendment becomes effective, either online, in writing or by any other suitable means.
15. Legal Issues
These GTC are subject to Swiss law. For disputes between the Customer and WORLDBOX, the courts of the canton of Zurich shall have exclusive jurisdiction.
Current version of these General Terms and Conditions: January 1, 2007