Sequence Conditions Générales

These Terms and Conditions (“T&Cs”) govern the contractual relationship between Zero Technologies SA, Rue Agasse 54, 1208 Geneva, Switzerland (hereinafter referred to as “Sequence”) and its clients (hereinafter, the “Client”). By filling out the login screen to register and order a user account (“Sequence account”) on sequence-erp.com (the “Website”), the Customer unconditionally accepts the following provisions. Sequence reserves the right to make subsequent changes or additions to the T&Cs, which shall become part of the contract unless the Client objects within fourteen (14) days of becoming aware of them.

1. Scope

1.1. With the sequence software, Sequence primarily provides Software as a Service (“SaaS”) services to its Customers via the Internet in the area of business software. Sequence also provides additional services in various areas (hereinafter collectively referred to as the “Services”). For the scope and conditions of these services, please refer to the current service description on the Website. The subject matter of the Contract is in particular:

The provision of the sequence software for use via the Internet;
The storage of the Client’s data (“Data Hosting”);
The provision of various add-ons to supplement the sequence software. Some of the add-ons are offered by Sequence, other add-ons are offered by third parties.

2. Software provision

2.1. For the duration of this Contract, Sequence shall make the current version of the sequence software available to the Client for use via the Internet in return for payment. For this purpose, Sequence stores the software on a server that can be accessed by the Client via the Internet.

2.2. Sequence continuously develops the software and improves it through regular updates and upgrades. The current range of functions can be found in the service description on the Website.

2.3. Sequence continuously monitors the functionality of the Software and eliminates software errors to the extent that this is technically possible.

3. Rights of use of the software

3.1. Sequence grants the Client the non-exclusive and non-transferable right to use the sequence software as intended for the duration of the Contract as part of the respective scope of services.

3.2. The Client is not permitted to duplicate or edit the software, unless this is expressly permitted in the current service description on the Website or has been approved in writing by Sequence. In particular, the Client is prohibited from installing or storing the software, even temporarily, on the data carriers (hard disks, etc.) of the hardware it uses (except for RAM).

3.3. The Client is not entitled to make this software available to unauthorized third parties for use, either for a fee or free of charge. The Client is expressly prohibited from making the software available to third parties in any form, unless this is expressly permitted in the current service description on the Website or has been approved in writing by Sequence.

3.4. The Client undertakes to structure any contractual relationships with third parties in such a way as to effectively prevent any unlawful use of the software by third parties.

4. Data Hosting

4.1. Sequence shall provide the Client with a defined storage space on a server for storing its data. If this storage space is not sufficient to store the data, Sequence shall inform the Client in a timely manner. Unless the Client subsequently orders additional storage space in return for payment, data exceeding the available storage space will no longer be stored.

4.2. Sequence shall ensure that the stored data can be accessed via the Internet to the extent technically possible.

4.3. The Client is not entitled to give this storage space to a third party for use, either in part or in full, in return for payment or free of charge.

4.4. The Client undertakes not to store any content on the storage space whose provision, publication and use violate applicable law or agreements with third parties.

4.5. Sequence shall take suitable and reasonable precautions against data loss and to prevent unauthorized third-party access to the Client´s data to the extent technically possible. For this purpose, Sequence shall make regular backups, check the Client´s data for viruses and install firewalls.

4.6. The Client in any case remains the sole owner of the data and may therefore demand that Sequence surrenders any or all data during the term of the Contract, without Sequence having any right of retention. The data shall be surrendered by sending it via a data network in the format used by Sequence. The Client has no claim to the software suitable for the use of the data. Sequence is entitled to demand compensation for the expenses incurred in the surrender of the data.

4.7. After termination of the Contract, the Client is entitled for one (1) month to demand the return of its data in accordance with Section 4.6. Sequence is not obligated to store the Client´s data or to ensure the return of the data beyond this period. If a Client requests the surrender of data after the expiration of the one-month period and if Sequence still has the data, Sequence shall surrender the data to the Client after payment of the actual costs incurred in the surrender of the data.

5. Subcontractors

5.1. Sequence may hire subcontractors/third parties for the fulfillment of the contracted service, in particular for software programming. In the case of authorized subcontracting, Sequence shall be responsible for the careful instruction of the subcontractors.

5.2. The warranty and liability for subcontractors/third parties are excluded as far as legally permissible according to Section 13.

6. Cooperation with third parties /trustees

6.1. The Client has the option to give a third party, e.g., its trustee, access to its sequence account and to thereby ensure the exchange of data. In doing so, the Client retains full control over the rights of the third party, or of the trustee, to access its data at all times and can restrict or deny access at any time.

6.2. Sequence also allows the trustee to open its own sequence account as a client. In this case, the trustee shall manage the access rights as a customer and can grant, restrict or deny these rights to third parties. However, Sequence reserves the right to disclose specific data to authorized third parties in justified individual cases.

6.3. By granting access rights to third parties, the Client expressly agrees that Sequence may make all the released data available to the authorized party or permit access to it. Sequence assumes no responsibility for the data processing carried out by the person authorized to access the data (e.g., trustees).

7. Third party add-ons

7.2. Sequence provides an interface (“API”) for communication with third-party software.

7.2. All warranties and liabilities are expressly excluded according to Section 13.7. In particular, Sequence assumes no responsibility for the data processing carried out by the third-party provider.

7.3. Notwithstanding any assurances to the contrary, Sequence shall in any case have the right to partially or completely restrict access to Sequence’s API for any or all Clients at any time for good cause. A good cause exists in particular if data is migrated via the interface to the detriment of Sequence or if the infrastructure is overloaded by requests via this interface.

8. Consulting services from third-party providers

8.1. Sequence offers its customers consulting services from third-party providers. According to the current service description on the Website, Clients are entitled to receive consulting services from third-party providers. These consulting services may be offered in particular, but not exclusively, on the basis of insurance contracts between Sequence and the third-party service providers.

8.2. In order for the third-party provider to verify the Client’s eligibility and to have the necessary contact information, the following data will be transmitted to the third-party provider:

Name / Company name;
Address (street, postal code, city, additional address information);
Contracts concluded between Sequence and the Client;
Telephone number(s);
Email address(es).

8.3. Clients must be able to prove to the third-party provider that they are authorized to receive the consulting services, at any time upon request. Clients are responsible for granting access to the consulting services exclusively to authorized employees (e.g., by giving them the telephone number of the third-party provider).

8.4. The Client shall obtain the consulting services pursuant to this section exclusively from the third-party provider. Accordingly, all of the Client’s claims for services shall exist exclusively towards the third-party provider. In particular, no consulting or insurance contract shall exist between Sequence and the Client at any time.

8.5. Sequence reserves the right to limit or terminate the consulting services for individual Clients at any time for good cause. A good cause exists in particular in the case of excessive use of the offer.

8.6. By accepting these T&Cs, Clients simultaneously declare their consent to the general terms and conditions and the privacy policy of the respective third-party provider.

9. Support

9.1. Sequence will answer Client inquiries (by email or telephone) regarding the sequence software and other services of Sequence within the business hours published on the Website, by telephone or in writing as soon as possible after receipt of the inquiry. This does not apply to support for third-party software and services (e.g., add-ons).

10. Impairment of accessibility

10.1. Adjustments, changes and additions to the Sequence’s SaaS services that are the subject matter of the Contract, as well as measures taken to identify and remedy malfunctions, shall only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.

10.2. The basic functions and the maintenance of the sequence software are monitored on a regular basis. In the event of serious errors (i.e., it is no longer possible to use the sequence software or its use is significantly restricted), maintenance is usually carried out within two hours of having become aware of the error or of being notified of it by the Client. Sequence will inform the Client about the maintenance work in a timely manner and will perform this work as soon as possible. Sequence shall endeavor to ensure the maximum possible availability of the sequence software.

10.3. Third-party services are excluded from this section. In particular, Sequence cannot guarantee the availability of add-ons that are the responsibility of third parties.

11. Obligations of the client

11.1. The Client is obliged to use the SaaS services exclusively for the purpose specified in the Contract. The Client bears sole responsibility for the content that it and the users it sets up create, transmit or use when using the SaaS services. The Client is responsible for the necessary system requirements (in particular hardware and software) for the use of the sequence software. The Client solely is responsible for the input and maintenance of its data and information necessary for the use of the SaaS services – without prejudice to Sequence’s obligation to back up data.

11.2. The Client is obliged to check its data and information for viruses or other harmful components before entering it and is obliged to use state-of-the-art virus protection software for this purpose.

11.3. The Client is obliged to take appropriate precautions to prevent unauthorized third-party access to the software. The Client is obliged to instruct its employees about the existing intellectual property rights and to ensure that they comply with these rights. In particular, the Client shall instruct its employees not to make any copies of the software or to disclose access data to third parties.

11.4. When using the SaaS services for the first time, the Client must generate a “User ID” including password, which is necessary for accessing the sequence account. The Client is obliged to keep its “User ID” and password secret and not to make it accessible to third parties. The Client must inform Sequence immediately of any unauthorized use or other security attacks. In such cases, Sequence shall reset the Client’s “User ID” and password.

11.5. The Client shall take all necessary measures, in its reasonable discretion, to maintain or improve the security of the data, the software and the network connections. In particular, the Client must change its password regularly, at least every sixty (60) days.

11.6. The Client is obliged to always (daily) keep the data in its sequence account up to date, especially the stored personal data such as residential and registered office addresses, email address for notifications and invoice delivery, as well as telephone number(s).

11.7. After termination of the contractual relationship, the Client is solely responsible for backing up its data. Sequence is entitled to irrevocably delete all data one (1) month after termination of the Contract.

11.8. If the Client violates any obligations under these T&Cs or other contractual provisions, Sequence is authorized to temporarily or permanently restrict or block the sequence account, thereby blocking access to all services of Sequence.

12. Fee

12.1. The Client agrees to pay to Sequence the fee plus VAT agreed for the services ordered in accordance with its subscription / corresponding service description.

12.2. The fee is to be paid in advance, unless otherwise agreed in writing.

12.3. Sequence shall send the Client an invoice for the contractually owed fee to the email address stored with the billing address.

12.4. Sequence is entitled to adjust the fees and/or service content at any time by notifying the Client in writing. Reasons for such service changes may include the technical progress and the ongoing development of the software. If the Client does not wish to continue the Contract at the changed rates and if the changes represent a deterioration of the conditions from the Client’s point of view, the Client shall be entitled to extraordinary termination with a notice period of fourteen (14) days to the date of the change.

12.5. In the event of a delay in payment, Sequence is entitled to temporarily block the sequence account, thereby blocking access to all services of Sequence. In this case, the agreed fee shall remain fully payable, even during the time that the account is blocked. Access will be reactivated after the outstanding invoices have been paid. Section 14.5 remains reserved.

13. Warrant / Liability

13.1. Sequence warrants the functionality and operational readiness of the SaaS services in accordance with the provisions of these T&Cs.

13.2. The Client undertakes to indemnify Sequence against all third-party claims based on the data stored by the Client and to reimburse Sequence for all costs incurred by Sequence due to possible infringements of rights.

13.3. Sequence is entitled to immediately block the storage space if there is a reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform Sequence thereof. Sequence shall immediately notify the Client of the blocking of the storage space and the reason for it. The block shall be lifted as soon as the suspicion is fully invalidated.

13.5. If Sequence has engaged auxiliary persons to fulfill its contractual obligations, Sequence is responsible to carefully instruct the auxiliary persons. In all other respects, warranty and liability are excluded to the fullest extent permitted by law. This exclusion of warranty and liability applies in particular to intent and gross negligence.

13.6. In all cases, regardless of the basis of liability, the Sequence’s liability is limited to the amount of the monthly license fee in the last three (3) months before the damage occurred.

13.7. The warranty for the functional and operational readiness as well as liability with regard to software and third-party services (in particular add-ons, consulting services and banking interfaces, if and as applicable) is fully excluded to the extent permitted by law.

14. Duration of the contract

14.1. The contractual relationship begins with the Client’s registration and order.

14.2. The contractual relationship is concluded for an indefinite period. Consequently, the respective subscription (monthly subscription, annual subscription, etc.) shall be automatically extended for another billing period unless the contractual relationship has been terminated in accordance with this section.

14.3. The parties are entitled to terminate the contractual relationship by giving one (1) month’ notice as of the end of the current billing period of the respective subscription (monthly subscription, annual subscription, etc.). Agreements to the contrary regarding notice periods remain reserved (especially for special promotions).

14.4. Method of termination: the Contract must be terminated online in the Client’s sequence account. Following the termination, Sequence will send the Client an email with a confirmation link. Once Sequence receives this confirmation, the sequence account will be blocked at the end of the respective billing period after the one-month notice period has expired. The receipt of the termination confirmation by Sequence shall be decisive for the termination date.

14.5. The parties are free to terminate the Contract immediately for good cause. A good cause for Sequence’s immediate termination of this Contract is in particular,

if the Client becomes bankrupt or the bankruptcy proceedings have been discontinued due to lack of assets;
if the Client is in arrears with payment obligations under this contractual relationship in the amount of at least one (1) month’ fees and has been reminded without result after the granting of a grace period of two (2) weeks;
if the Client violates legal regulations or infringes copyrights, industrial property rights or name rights of third parties when using the contracted services;
if the Client seriously violates obligations under these T&Cs or other contractual provisions;
if the Client uses the provided services for the purpose of promoting criminal, unlawful and ethically questionable actions.

14.6. In the event of the death of the owner of a sole proprietorship, Sequence is generally entitled to hand over the data of the sole proprietorship to authorized persons (in particular family members and trustees). This handover is dependent on proof of a legitimate interest (e.g., succession planning, estate distribution, etc.). Furthermore, Sequence may grant access to the sole proprietorship’s sequence account to an authorized person or transfer the account to such a person (e.g., an heir) after the provision of appropriate proof. If the authorization is in doubt or if several parties make divergent claims, Sequence may refuse to hand over the data or to take further steps.

15. Notices

15.1. Unless a stricter form is provided in this Contract or by law, all notices must be sent in writing or by email to the postal or email addresses provided by the Client in the sequence account or on the Website. The Client is obliged to notify Sequence immediately of any change of address (including a change of email address), or to change the address in the sequence account, otherwise notices sent to the last known address shall be deemed to have been received with legal effect.

16. Data protection

16.1. When accepting these T&Cs, the Client simultaneously declares its consent to Sequence’s Privacy Policy (Annex 1), as amended from time to time, which is permanently posted on the Website. The Client declares that it is familiar with the content of these documents.

17. Intelectual property rights

17.1. All intellectual property rights to Sequence’s SaaS services, in particular to the sequence software and the Website, shall remain the property of Sequence.

18. Confidentiality obligation

18.1. Sequence undertakes to maintain secrecy about all confidential processes, in particular the Client’s business or trade secrets of which it becomes aware in the course of the preparation, execution and fulfillment of this Contract, and undertakes not to disclose this information to outside third parties without the Client’s authorization. This applies to any unauthorized third parties, unless the disclosure of information is necessary for the proper fulfillment of Sequence’s contractual obligations.

18.2. The Client authorizes Sequence to mention the Client’s name publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing, public relations and sales purposes. However, Sequence will contact the Client prior to publication, and the Client may revoke its consent only for good cause.

19. Severability clause

19.1. Should individual provisions of this Contract be or become invalid or void, this shall not affect the validity of the remaining provisions. In this case, the invalid or void provision shall be replaced by a new, legally permissible provision which comes closest to the economic meaning and effect of the invalid or void provision. The same procedure shall be followed if a gap in the Contract becomes apparent.

20. Applicable law and place of jurisdiction

20.1. This Contract, including all matters relating to its formation and validity, shall be governed by and construed in accordance with the laws of Switzerland, without giving effect to the principles of conflict of laws and international agreements.

20.2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Contract and the subject matter contained therein, including matters relating to the formation, validity, invalidity, binding nature, implementation, modification or amendment, breach or termination of this Contract, shall be at the registered office of Sequence.