Last Update: 09.07.2020
Terms of Service
“Billing Cycle(s)” means the period for which you agree to prepay Planned Fees, as defined under Section 3, for the Services as defined in your Order Form. Billing Cycles can be shorter or equal to the Subscription Term.
“bMoves” or “Services” refer to the complete set of tools, services, products and features that you have subscribed to or that we otherwise make available to you for the usage of bMoves according to the Order Form, including but not limited to bMoves app, bVision, bAdmin, bConfig ConnectHub(s) and the Website.
“Boschung”, “we”, “us” or “our” means the applicable contracting entity as specified in the “Contracting Parties” section.
“Boschung Content” means all information or data including but not limited to text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Services.
“Customer”, “you”, “your” means the person or entity using partially or totally bMoves, in a free or paid way, and identified in the applicable account record, billing statement, online subscription process, or Order as the Customer. You may not use the Services under the age of 13 (or a higher age as provided in certain countries and territories). If you are an individual, you may only use the Services if you have the power to form a contract with Boschung. If you will be using bMoves on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you”, your” and “Customer” will refer to that organization. If you are a User using the Services on the behalf of a Customer, when applicable, “you”, “your” and “Customer” applies to you as well.
“Customer Content” means all information or data including but not limited to text, messages, software, sound, music, video, photographs, graphics, images, and tags that you, including Users, incorporate into the Services. It is composed of one or several User Content, as defined under Section 7.
“Fee(s)” means the total amount you owe us including put not limited to Planned Fees and Extra Fees, as defined under Section 3.
“Free Services” means the Services, other products, features, or content made available by us to you on an unpaid trial or free basis.
“Order” or “Order Form(s)” means the Boschung-approved form or online subscription process by which you agree to subscribe to the Services.
“Paid Services” means the Services, other products, features, or content made available by us to you for which we charge you.
“Subscription(s)” means the Paid Services you ordered as part of the Order Form that are billed to you each Billing Cycle.
“Subscription Term” means the initial term of your subscription to the applicable Services, as specified on your Order Form(s), and each subsequent automatic renewal until cancellation of the Services. For Free Services, the Subscription Term is the period during which you have an account to access the Free Services.
“User(s)” means anyone who is authorized to use the Services for the benefit of the Customer, including the Customer, and have unique user identifications and passwords for the Services.
3. Payments & Fees
3.1. Planned Fees
Planned Fees means the fixed amount of money you pay for the Services per Billing Cycle. Customer will pay all Planned Fees specified in Order Forms. The Planned Fees will remain fixed during the Subscription Term unless one of the following changes apply to you: (a) you upgrade the Services, (b) you subscribe to additional features, products or Services, or (c) unless otherwise agreed to in the Order.
In case of such a change of the Planned Fees during a Subscription Term, the difference between the post-changes Planned Fees and the pre-changes Planned Fees plus the pre-changes Planned Fees, if not already charged, will be charged for the ongoing Billing Cycle. The post-changes Planned Fees starts with the next Billing Cycle.
Planned Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Planned Fees are due before the start of the Billing Cycle they apply for.
3.2. Extra Fees
Extra Fees means a non-fixed amount of money you pay for your consumption not included in your Subscription based on the price and limits defined in your Order Form.
Customer will pay all Extra Fees during the next Billing Cycle based on their consumption of the then current Billing Cycle, as defined in the Order Form.
In case of the Suspension or Termination of the Services, either by you or us, as defined under Section 10, remaining Extra Fees may be billed at the date of the Suspension or Termination or later.
3.3. Invoicing and payments
Where applicable, you will be billed using the billing method you select in your Order Form. If you have selected to pay the Fees by credit card or other online payment method, hereby generically called credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Boschung and any applicable third party of any changes to such information and you authorize us to charge your credit card for all Fees payable in accordance with the present Terms. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If the Order Form specifies that payment will be by a method other than a credit card, we will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced Fees are due 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Boschung and notifying Boschung of any changes to such information.
All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union or in Switzerland and possess a VAT registration number, at our request, you will provide us with the VAT registration number under which you are registered in your member state. If you provide us with a valid VAT registration number, you represent that you are registered for VAT purposes in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
3.5. Price changes
Boschung may change any of the Fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle of your Subscription. Boschung will provide you with prior notice of any change in Fees.
3.6. Overage Fees
If any invoiced amount is not received by Boschung by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 5% of the outstanding balance per month, to the extent permitted by law, and/or (b) Boschung may condition future subscription renewals and Order Forms on payment terms shorter than those specified in these Terms. Boschung may at any time call on third parties for collection.
In this respect, the customer must pay Fees directly to the third party involved
4. Customer Content
You retain ownership of all of your intellectual property rights in your Customer Content. We do not claim ownership over any of your Customer Content. These Terms grant us the limited rights needed for us to provide the Services, as described under Section 4.2., and as otherwise described in these Terms.
4.2. What you grant us
You grant us a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Customer Content, but only for the limited purposes of providing or improving the Services. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Customer Content and any residual backup copies of your Customer Content made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you.
If you provide Boschung with feedback or suggestions about the Services, we may use or share it without any compensation or obligation to you. Unless otherwise specified in your Order or in these Terms, usage of your Customer Content for customer relationship purposes with another Customer requires your written approval.
4.3. Customer List
Boschung may identify you (by organization name, first name, last name, job title, logo) as a Boschung Services customer on any digital channel owned by Boschung or its affiliates, including but not limited to websites, social medias and emails, and on other promotional materials, including but not limited to print documentation and press releases. Any goodwill arising from this use will inure to your benefit.
Your Customer Content must respect the Acceptable Use as described under Section 9. Failure to do so may result in Services being limited, suspended or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with those Services.
5. Boschung IP
Neither these Terms nor your use of the Services grant you ownership in the Services or Boschung Content you access through the Services (other than your Customer Content). Unless expressly permitted by us, these Terms do not grant you any right to use our trademarks or other brand elements.
7. User Generated Content
7.1. User Content
User Content means all information or data including but not limited to text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Services by a User and that is not owned by us. User Content generated by Users administrated by you compose the Customer Content. User Content is the sole responsibility of the entity or organization that makes it available. Correspondingly, you are responsible for your own content, as well as the content of the User you administrate and you must ensure that you have all the rights and permissions needed to use that content in connection with the Services. We are not responsible for any actions you take with respect to your content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
You acknowledge that, in order to ensure compliance with legal obligations, we may be required to review certain User Content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Boschung has no obligation to monitor or review any content submitted to the Services.
7.3. Third-party reviews
Boschung may publish links in its Services or Boschung Content to digital products or services, such as websites or applications, maintained by third parties. Boschung does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
8. Account Management
If you have been issued an account by us in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Boschung, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you must notify Boschung immediately. Accounts may not be shared and may only be used by one individual per account.
8.2. Account information
We occasionally send notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account, current and accurate.
8.3. Personal Account
Each individuals using the Services must do so with a dedicated and personal account. This account must not be shared with other individuals.
9. Acceptable Use
9.1. Legal compliance
You represent and warrant that you will comply with all laws and regulations applicable to your
use of the Services.
9.2. Your responsibilities
You are responsible for your conduct, Content, usage and communications with others while using the Services. You must comply with the following requirements when using the Services: (a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) Unless authorized by Boschung in writing, you may not edit, alter or make any change to the Services.
(c) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(d) You may not circumvent or attempt to circumvent any limitations that Boschung imposes on your account
(e) Unless authorized by Boschung in writing, you may not probe, scan, or test the vulnerability of any Boschung system or network.
(f) Unless authorized by Boschung in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(g) You may not reverse engineer the Services or attempt to do so.
(h) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(i) You may not engage in abusive or excessive usage of the Services, which significantly excesses average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other users.
(j) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(k) Unless authorized by Boschung in writing, you may not resell or lease the Services.
(l) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Boschung has agreed with you otherwise. You may not use the Services in a way that would subject Boschung to those industry-specific regulations without obtaining Boschung’s prior written agreement.
(m) You may not register accounts by “bots” or other automated methods.
(n) Our Services may not be used to share, promote, create or manage violent, racist, offensive, illegal or pornographic Content by nature.
(o) Our Services may not be used to mislead, spam or deceive the user, attempt to collect private information or be illegal by nature.
(p) Our Services may not be used in furtherance of any criminal activity or in violation of any applicable law.
(q) Our Services may not be used to bully or harass others.
(r) Our Services may not be used to directly or indirectly threaten or attack others, or to organize or incite violence, harassment, or property damage, or to promote hate speech or self-harm.
10. Subscription Term, Suspension, Termination
10.1. Term and Renewal
Your initial Subscription Term will be specified in your Order. Unless otherwise specified in your Order, your Subscription will automatically renew for the same Subscription Term and Billing Cycle. Unless otherwise specified in your Order, to prevent renewal of a Paid Services Subscription, you or we must give written notice of non-renewal and this written notice must be received no less than ten (10) days in advance of the end of the Subscription Term.
The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the
“Payments & Fees” Section above. Unless otherwise specified in your Order or by these Terms, the applicable Fees and limits do not change after a renewal. If you use our Free Services, we will make the Free Services available to you free of charge until the earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.
10.2. Paid & Free Services
We offer two main types of subscriptions (“Subscription Types”): (a) Paid Services Subscription, and (b) Free Services Subscription. There are different terms that apply depending on the subscription you purchase, and we cover those differences in these Terms or in your Order. Unless otherwise agreed to in an Order, the following Subscription Types apply to the products and services specified:
(a) Paid Services Subscription: “Starter”, “Advanced”, “Pro”, “ConnectHub”, “ConnectHub GEO” and all other products or services for which you pay us Fees that we do not otherwise name in this Section.
(b) Free Services Subscription: “Free” and all other products or services for which you do not pay us Fees that we do not otherwise name in this Section.
The limits and Customer Support that apply to you will be specified in your Order Form, and for our Free Services Subscriptions, these limits and Customer Support may also be designated only from within the product or service itself. For our Paid Services Subscriptions, if we make modifications to the limits, these modifications will not apply to you until the start of your next Billing Cycle. For our Free Subscriptions, we may change the limits and Customer Support that apply to your use at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other products or services for which you pay us a fee.
10.3. Suspension & Termination by you
You can terminate your Subscription and delete your account at any time through the applicable processes. Such termination and deletion will result in the deactivation or disablement of your account and access to it, the deletion of Content you collected through your use of the Services, and, if applicable, the billing of all remaining Fees, and the deletion of Content created by your Users. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a Subscription Term, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 60 days after you have so notified us by postal mail; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. You cannot suspend your account.
10.4. Suspension & Termination by us
Boschung may terminate your Subscription at the end of a Billing Cycle by providing at least 10 days’ prior written notice to you. Boschung may terminate your Subscription for any reason and at any time by providing at least 30 days’ written notice to you and will provide a pro rata refund, after subtraction of any applicable Extra Fees, for any period of time you did not use in that Billing Cycle. Boschung may limit, suspend or terminate your Subscription and the ensuing Services without delay and without any refund for any of the following reasons: (a) you have materially breached these Terms; (b) you cease your business operations or become subject to insolvency proceedings; (c) you fail to pay Fees by the due date whatever the payment method; (d) you fail to comply with these Terms; (e) you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (f) we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Boschung may decide that we need to take immediate action without notice. Boschung has no obligation to retain your Content upon termination of the applicable Services. Limitation, Suspension or Termination of your Subscription to the Services do not release you of any unpaid Fee.
10.5. Further measures
If Boschung stops providing the Services to you because you repeatedly or egregiously breach these Terms, Boschung may take measures to prevent the further use of the Services by you, including blocking your IP address.
In case of Limitation, Suspension, Termination or downgrade by either you or us, any component, tool, equipment material or documentation of the Services, either physical or digital, provided to you by Boschung for your usage of the Services, and no longer included in your Subscription, must be shipped back to Boschung no later than five (5) days after the Limitation, Suspension, Termination or downgrade. Failure to do so may result in Services being limited, suspended or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with those Services. Moreover, Boschung reserves the right to charge a fine of up to one hundred (100) times one (1) year worth of the Fees of your Subscription Term prior to the Limitation, Suspension, Termination or downgrade, on any payment method used by the Customer.
11. Changes & Updates
11.1. Changes to Terms
Boschung may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Services, and to account for new Services, or functionality, or features. The most current version will always be posted on the Services Website. If an amendment is material, as determined in Boschung’s sole discretion, Boschung will notify the Customer by email. Notice of amendments may also be posted to Boschung’s publication platforms or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Boschung to obtain your consent to such changes, or to provide you with sufficient advance notice of them.
11.2. Changes to Services
Boschung constantly changes and improves the Services. Boschung may add, alter, or remove functionality from the Services it provides to you at any time without prior notice. Boschung may also limit, suspend, or discontinue Services provided to you at its discretion. If Boschung discontinues Services, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content. We may remove Boschung Content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
You can downgrade your Subscription at any time through the applicable processes. Such downgrade may cause the loss of content, features, functionality, or capacity of your account. Downgrades are confirmed immediately. If you downgrade a Subscription in the middle of a Subscription Term, the downgrade is applicable for the next Subscription Term and you will not receive a refund.
11.4. Upgrades, Changes and new Subscription
You can change or upgrade your Subscription or subscribe to new features, products or Services at any time through the applicable processes. Such upgrades are confirmed immediately and apply for the Billing Cycle defined in the Order.
12. Disclaimers & Limitations
While it is in Boschung’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES, DATA MADE AVAILABLE FROM THE SERVICES, BOSCHUNG CONTENT, OR CUSTOMER CONTENT FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, BOSCHUNG CONTENT, CUSTOMER CONTENT AND USER CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.2. Exclusion of Certain Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOSCHUNG, ITS AFFILIATES, OFFICERS, EMPLOYEES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS, DAMAGE, MISSAPPROPRIATION OF CUSTOMER CONTENT AND DATA, OR (C) LOSS OF USE, DATA, BUSINESS, BUSINESS OPPORTUNITIES, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF BOSCHUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF BOSCHUNG, ITS AFFILIATES, OFFICERS, EMPLOYEES, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO BOSCHUNG FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) USD 5000; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, OUR AGGREGATE LIABILITY WILL BE LIMITED TO USD 50.
13. Contracting Parties
Unless otherwise noted, the Services are provided by, and you are contracting with Boschung Mecatronic AG, the following provisions will apply to any terms governing that Service:
- Contracting Entity. References to “Boschung”, “we”, “us”, and “our” are references to Boschung Mecatronic AG, located at Aéropôle 108, 1530 Payerne, Switzerland.
- Governing Law. These Terms are governed by the laws of the Canton of Vaud, Switzerland
- Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of Payerne, Canton of Vaud, Switzerland with respect to the subject matter of these Terms.
14. Other terms
You may not assign these Terms without Boschung’s prior written consent, which may be withheld in Boschung’s sole discretion. Boschung may assign these Terms at any time without notice to you.
14.2. Independent Contractors
The relationship between you and Boschung is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
14.4. Third-party beneficiaries
There are no third-party beneficiaries to these Terms.
14.5. Entire Agreement
We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
We might make versions of these Terms available in languages other than English. If we do, the English version of these Terms will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of these Terms.
The following sections will survive the termination of these Terms: 1, 2, 3, 4.2, 6, 9, 10, 12, 13, and 14.