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Terms And Conditions

1Scope

These terms and conditions ("Terms") apply to the access to, and the use of the Services (as defined hereinafter) provided by Thalera GmbH, with registered offices at Rietbrunnen 41, 8808 Pfäffikon ("Company"). The Services are made available by the Company on https://www.thaleraconnect.ch/ ("Platform").

To access or use the Services, you ("Customer") have to agree to these Terms. The Customer agrees to these Terms by accessing the Platform. These Terms, together with any order form, digital acceptance or other agreement incorporating these Terms, form a legally binding agreement ("Agreement") between the Company and the Customer (each a "Party", together the "Parties"). If the Customer does not agree to these Terms, the Customer may not use or access the Services.

A Customer can be:

  • An unregistered visitor of the Platform;
  • A company or private person creating an account on the Platform seeking to make a purchase using the Platform ("Buyer");
  • A company or private person creating an account on the Platform seeking to sell a company using the Platform ("Seller"); or
  • A company or private person creating an account on the Platform as both a Buyer and a Seller.

2Services

The Company shall provide the Customer with the services defined in the relevant Agreement ("Services"). The Services are provided on a subscription basis for the term specified in the Agreement (each a "Subscription Term").

Some of the Services are separated in different service tiers (each a "Tier"), each allowing a Seller a different number of non-disclosure agreements to be concluded, which grants access to listings in their un-anonymised form. A complete overview of the Services, Tiers, and related features, as well as pricing information and related information can be found on the Company's website.

The Company constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, the Company shall, where reasonably possible, notify the Customers that are directly affected by such changes.

As a part of the development and improvement process, the Company may offer some of the Services also in previews, alpha, beta or test versions of the Services ("Test Versions"). The Customer hereby acknowledges and agrees that (i) the use of Test Versions bears additional risks, that (ii) the Company is not obliged to inform the Customer about any updates or modifications to the Test Versions, that (iii) the Company may end the provision of any Test Versions at any time, without a reason, and at the Company's sole discretion, and that (iv) Test Versions may include features never released. Unless otherwise explicitly agreed, the Company offers no warranty, indemnity, SLA or support for Test Versions and its liability for Test Versions is fully excluded to the maximum extent permitted by applicable law.

The Services are provided solely as a platform enabling Customers to access, share, communicate, transact, or otherwise exchange content, services, or information. The Company does not create, control, verify, endorse, or assume responsibility for any Customer-generated content, communications, transactions, services, or other materials made available, exchanged, or obtained through the Services, and the Company shall not be liable for any such content, materials, or interactions. The Services do not include banking, payment processing, credit, investment, tax advisory, or brokerage services. All data and information presented via the Services is for informational purposes only and does not constitute financial advice. The Customer remains solely responsible for all financial decisions made in connection with the use of the Services. Neither the Platform, the website, nor any information, data, or content made available through the Services constitutes financial, investment, tax, legal, accounting, or other professional advice, and should not be relied upon as such.

3Onboarding

The Customer may need to register an account to access and use all or part of the Services. The Customer shall provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated.

The Customer is responsible for maintaining the confidentiality and security of their account credentials and shall not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and shall immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

The Services are provided exclusively to persons of the age of majority in the relevant jurisdiction (e.g., eighteen years old) and having the full right, power, and authority to enter into and comply with the Agreement on their behalf and any company or legal entity for which they may access or use the Services ("Legal Capacity"). When using the Services, the Customer represents and warrants that the Customer has full Legal Capacity to interact with the Services, and will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.

If and as permitted by applicable law, the Company may, but has no obligation to (i) ask the Customer to provide identification or other information, (ii) undertake checks designed to help verify Customer's identity or background and (iii) screen the Customer against third-party databases or other sources and request reports from service providers.

The Company may reject or cancel a Customer's access to the Services in its sole discretion and without specifying any reason. The Company may subject the full access of a Customer to the Services to its prior approval.

4Rights and Obligations of the Company

The Company:

  1. shall provide the Customer with the Services with reasonable care and skills to the extent set forth in this Agreement;
  2. shall use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;
  3. may regularly carry out maintenance or improvements to the Services and its infrastructure. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company shall inform the Customer about potential interruptions in advance;
  4. shall provide the Customer with reasonable support during the Company's business hours;
  5. warrants an availability of the Services of at least 98% during 24 hours for 365 days a year. Downtime (e.g. for maintenance) announced by the Company reasonably in advance will not be counted towards the minimum availability;
  6. may subcontract third parties for all its obligations under this Agreement;
  7. is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations, to the extent set forth in this Agreement; and
  8. may and is possibly required by law to suspend access to the Services based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Customer may provide feedback or other inputs through forms, questionnaires, and polls in order to improve their Services (the "Feedback"). The Company may ask the Customer to provide such Feedback. The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

5Rights and Obligations of the Customer

The Customer:

  1. shall use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located;
  2. shall cooperate in the performance of this Agreement to the necessary extent and provide the Company with all necessary information, materials, access, competent staff, and anything else reasonably required for the provision of Services
  3. shall immediately inform the Company of all occurrences or suspicions of errors, defects, misuses or circumstances that might endanger or may be relevant to the provision of the Services;
  4. shall not copy, modify, distribute, reproduce, translate, disassemble, create derivative works of, sell, sublicense, allow access to, make available, or use in any other way the whole or any part of the Services, unless where necessary to reach the purpose of the Agreement;
  5. shall not circumvent any security protection or otherwise compromise the Services' security;
  6. shall not access the Services via any unauthorized automated system or otherwise impose an unreasonable load on the Company's infrastructure, including by data mining; and
  7. shall not decompile or reverse engineer the Services or any part of it, or derive the source code.

The Customer is solely responsible for, and the Company may rely on, the accuracy of any information provided by the Customer.

Unless otherwise explicitly agreed in text form between the Parties, the Customer shall carry its duties listed in this Section 5 free of charge.

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with their duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

6Fees

The Company may offer different fee models for various Services. The fees may include, but are not limited to, the following:

  1. One-off fees, such as set-up fees for the initial posting of a listing by a Seller. One-off fees generally apply within the scope of a defined project phase (e.g. prior to the start of an ongoing production collaboration) or a specific service. Unless otherwise agreed, one-off fees are invoiced in advance.
  2. Recurring fees, such as subscription fees that are charged for the term of a listing, may be adjusted by the Company in the event of changes to the scope of Services (e.g. if a Buyer wishes to upgrade to a higher Tier during a Subscription Term). Unless otherwise agreed, recurring fees are invoiced monthly in advance.
  3. Cost-based fees, such as fees for support services not otherwise contractually guaranteed, including checks designed to help verify Customer's identity or background, are charged on the basis of the Company's applicable hourly rates plus travel expenses. Cost-based fees are invoiced in the following month.

Upgrades to higher Tiers are possible at any time; Tier downgrades can only be carried out at the end of the notice period. If the Customer chooses an upgrade during an ongoing subscription, the additional charge must be paid on a pro rata basis.

The Customer shall pay the fees indicated on the Platform via the payment methods made available by the Company.

If not explicitly stated otherwise, all fees are in CHF and exclude VAT and other applicable taxes.

Except where prohibited by law, all fees are non-refundable. The Company may change its fees and pricing models from time to time for future billing periods or Subscription Terms. Any price changes apply no earlier than 14 days following the notice to the Customer and for the subsequent Subscription Term.

7Intellectual Property

Except as expressly set forth in this Agreement, each Party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company.

The Company hereby grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the term of the Agreement.

The Customer hereby grants the Company a limited, non-exclusive, royalty-free, worldwide, non-transferable, sublicensable right to access, use, store, transmit, and process the data and information entered into, uploaded to, submitted to or generated through the use of the Services, including but not limited to data or information related to the listing ("Customer Data"), as necessary to provide, operate, maintain, secure, support, analyze and improve the Services in accordance with this Agreement.

The Customer hereby grants the Company the unlimited, irrevocable, and perpetual right to access, use, and process the Customer Data for research and development, analysis, and improvement of the Services and (ii) in anonymized and aggregated form for any purposes, including for external purposes.

The Services may contain open-source components. Such components are subject to the respective license.

8Confidentiality

8.1General

The Parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as information provided by a Customer with regards to a listing, organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential attributable to the Customer or the Company.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party, or information already in the receiving Party's possession prior to disclosure, is not considered Confidential Information.

Each Party undertakes to protect all Confidential Information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.

8.2Confidentiality of Public Listings

Information provided by the Seller in the input mask "public listing" is not considered Confidential Information and can be freely displayed by the Company on the Platform and otherwise made available to other Customers.

8.3Additional Non-Disclosure Agreement

The Company may require a Buyer to execute an additional non-disclosure agreement with the Seller ("NDA") before accessing a listing in deanonymized form. Notwithstanding Section 8.1 above, the Company may disclose Confidential Information to Buyers over the Platform, for which the Seller and the Buyer executed an NDA.

The Company is not a party to the NDA between Buyer and Seller. Any failure of a Buyer to comply with an NDA is not attributable to the Company.

9Privacy

The Company collects and processes personal data as described in its Privacy Policy available at https://www.thaleraconnect.ch/datenschutz.

The Parties further define their duties regarding data protection in the data processing agreement attached in Schedule 1 ("DPA"), which is incorporated into and forms part of this Agreement. Upon acceptance of the Terms by the Customer, the DPA shall be deemed accepted and become binding upon both parties without any further action required by either Party.

10Liability

The Parties are fully liable to each other for damages resulting from their gross negligence or wilful misconduct.

In all other cases, the Company's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither Party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the Parties' reasonable control (force majeure). The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of a force majeure event and shall use reasonable efforts to mitigate the effects of such event. The time for performance of such obligations shall be extended for the period during which performance is prevented due to the force majeure event.

11Indemnity

The Customer shall, at its own costs, indemnify, defend, and hold the Company harmless from and against any loss, damage, liability, claim, demand, or settlement, including reasonable attorneys' fees and expenses, made by or with any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party; or (iv) Customer Data, or any Customer's content uploaded to or published on the Platform.

12Warranties & Representations

The Customer acknowledges that the Services are provided "as is" and "as available", and the Company makes no warranties or representations of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement, related to the Services or the information and materials contained thereon. The Company does not warrant that the Services are error-free and will function without any interruption or disruption.

13Marketing

By signing up for the Company's email notification services, the Customer agrees that the Company may contact them and inform them about updates on the Services and new products from time to time. The Customer can at any time unsubscribe from the contact list by sending an email to info@thaleraconnect.ch.

14Term & Termination

The Agreement remains in full force and effect until its termination by either Party. Unless otherwise set out in the Agreement, the following applies:

  • The Services automatically renew for a successive Subscription Term of 1 month after the initial Subscription Term, unless either Party terminates the subscription over the Platform with 7 days' notice towards the end of a Subscription Term.
  • Test Versions and Services provided for free can be terminated with immediate effect at any time before the agreed free trial period expires.

Either Party may terminate the Agreement at any time with immediate effect if the other Party is in material breach of the Agreement. This includes in particular Customer's failure to pay on time or the start of insolvency procedures against the other Party.

Test Versions and Services provided for free can be terminated with immediate effect at any time before the agreed free trial period expires.

After termination or expiration of this Agreement, within 60 days of request, each Party shall delete any Confidential Information of the other Party in its possession or control. Nonetheless, each Party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law. This deletion obligation does not limit any rights the Company holds in Customer Data under this Agreement.

15Miscellaneous

Entire Agreement: This Agreement is the entire agreement, and supersedes all prior agreements, between the Parties relating to the scope of this Agreement.

Amendments: Amendments and supplements to this Agreement must be made in writing.

Notices: Unless written form is explicitly required, notices can be made in text form.

Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Independent contractors: Parties acknowledge and agree that they are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither Party has authority to bind the other Party in any respect whatsoever, and neither Party shall represent itself as having such authority.

Links: The Services may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

No assignment: Customer may not assign any of its rights, obligations or claims under this Agreement without prior consent of the Company.

Order of precedence: In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Data Processing Agreement; (iii) this Agreement.

Form requirements: For the purpose of this agreement, the written form requires wet-ink, qualified or simple electronic signature (such as DocuSign). Text form includes electronic text, such as e-mail or pop-ups on the Services.

16Governing Law & Jurisdiction

Governing law and jurisdiction: This Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts of Zürich, Switzerland.