General Terms and Conditions
1. Scope and Definitions
These Gieni General Terms and Conditions ("GTC") govern access to and use of the Gieni web software accessible at Gieni, platform, products and any services provided through its website, portals, and interfaces (APIs), and integrations (together "Services") offered by Orderfox Schweiz AG, Belleriverstrasse 10, 8008 Zürich ("Orderfox").
By purchasing, using, or otherwise accessing any of the Services, your organization ("Contracting Company") agrees to be bound by the GTC and all other terms or documents referenced herein, which together constitute a legally binding agreement between the Contracting Company and Orderfox.
The Services are offered for professional purposes only, i.e., for natural or legal persons who or which, when entering into a legal transaction, act in exercise of a business. The Contracting Company confirms that the use of the Services is intended for commercial or professional purposes only.
Orderfox does not accept any other terms (e.g., additional and ancillary provisions such as guarantee commitments, procurement terms or assurances) with regard to the provision of the Services, unless agreed in writing (text form sufficient) by an authorized Orderfox representative. The Contracting Company's general terms and conditions are excluded unless they have been expressly accepted by Orderfox.
2. Services
Orderfox will provide the Services in the scope, for a fee, and to the number of users ("Users") as agreed upon between the Contracting Company and Orderfox during registration or sign-up through a web interface or in signed quote or order confirmation ("Order") and amended throughout the Term. The Services, together with all content, data, information, and materials contained therein, will be provided in the then-current version 'as is' and 'as available'.
To gain full access to the Services, the Contracting Company or the User may be required to register and create an account.
The Services can be used without sharing personal data to be processed on the Contracting Company's behalf. However, if the Contracting Company (a) is implementing Gieni technologies in its systems or website by means of which it shares personal data with Orderfox, or (b) share personal data with Orderfox in order to be processed on the Contracting Company's behalf, the data processing agreement (accessible under Privacy Policy page) accompanies these GTC and sets forth additional terms that apply solely to personal data processed on the Contracting Company's behalf as part of providing the Services to the Contracting Company.
As necessary to provide the Services, Orderfox processes personal data as described in the privacy notice available at Privacy Policy page.
3.4. In the event Orderfox offers specialized or third party services to the Contracting Company, the provision of such services may be dependent on the Contracting Company's consent to additional terms and conditions prior to the activation of such services.
In the course of using Services, the User may use queries, searches, API-calls or employ a specific configuration ("Query") in order to get data such as company data, contact information, lead or other information or data provided by the Services ("Results") from available sources such as company websites, news portals, online media and public databases, including commercial registers, blogs, forums, consumer portals or social networks ("Sources").
The history list containing the Query entered by the User will be retained for a limited duration. Orderfox will implement measures to automatically delete Query history after a reasonable period, which may be determined by Orderfox at its discretion. The Contracting Company acknowledges and agrees that the Contracting Company shall not be held responsible for any loss or inability to retrieve historical queries once they have been deleted in accordance with this policy.
The Contracting Company acknowledges and understands that the content and scope of Services and Results, including the selection of Sources, are subject to change and are expected to change over time. To improve the swiftness and efficiency of certain Services, Orderfox may expand, modify, or supplement its offering at any time and in Orderfox's sole discretion.
The Contracting Company acknowledges that all Results are compiled through automated systems at a large scale. Orderfox is not responsible for the completeness, relevance or correctness of the Results and does not have any influence on or control over the Results which are served from Sources.
As Orderfox processes and delivers Results automatically without manual checks, the Contracting Company acknowledges that the Results may contain incorrect, harmful, illegal, offensive, or otherwise inappropriate or unsuitable texts, images, or works. Such content shall not be considered a defect of the Services. Orderfox is not responsible for ensuring that the Results are fit for the Contracting Company's intended purpose or use. It is the Contracting Company's own responsibility to ensure the accuracy and suitability of the respective Results.
Orderfox is entitled, in each case, to reject specific Queries or the display of certain Results if it cannot reasonably execute or display these for technical and/or legal reasons.
3. License
Orderfox grants to the Contracting Company a non-exclusive, non-transferable license to use the Services in accordance with the GTC for the type of use, the number of Users, and the scope of access granted to Users as indicated in the Order.
With the exception of the following, the Contracting Company is not entitled to lease, resell, or otherwise transfer the Services or Results to third parties:
a) Use of the Services may only take place within the Contracting Company’s organization. Use for or within any other enterprises (including affiliated companies) and publishing of Results is only permitted with prior consent of Orderfox in text form.
b) Transmission of Results or granting access to the Services to external service providers (agencies, call centers, etc.) is only permitted for uses where these providers directly support the Contracting Company for its own purpose and their use is restricted by means of time, access and region to the Contracting Company’s proje
4. Plans and Actions
Contracting Company acknowledges and agrees that Orderfox offers different service packages (“Plan”), composed of different data sets, products, features, and actions (”Actions”) that can be performed within such Plans by Users. Actions include (but are not limited to) the download/export of data, revealing of leads or contact details, syncing data to an external system, or sending API calls.
Subject to the conditions of the respective Plan, the Contracting Company is entitled to assign any User that is a natural person or employed by or working for the Contracting Company a named user license (“Seat”) up to the number indicated in the Order. For the avoidance of doubt, Orderfox is not required to provide its Services to unlicensed Users, i.e., if the number of Users exceeds the number of available Seats.
Orderfox provides all Users with an online working environment, which Users may a) access directly by entering their login and password or b) use indirectly via a software interface permitting authorized access.
Depending on the Plan, the Contracting Company acknowledges that certain Actions a) might be performed with or without cost or b) will consume credits (“Credits”). In case of any additional charge, Orderfox will inform the Contracting Company accordingly.
As per its Order, the Contracting Company will be entitled to a certain number of Credits to be used by its Users during the Term. If all Credits have been used, certain Actions might not be available anymore until the renewal of the Term. Unused Credits will expire at the end of each Term. Overuse of Credits or Seats above the limits of the Order can result in additional charges. Orderfox will inform the Contracting Company about such overuse and additional charges.
To avoid unintended Credit consumption or charges, the Contracting Company will be able to choose a restrictive set of configurations and shall inform the Users accordingly.
The Contracting Company acknowledges and agrees that Orderfox may upon renewal adjust the applicable Plan to reflect overuse which has occurred during the Term or can be reasonably expected during the upcoming Term. Orderfox will inform the Contracting Company about such adjustments.
5. User Obligations
The Contracting Company, resp. the Users are responsible for the confidentiality of their authentication credentials, such as logins, passwords, tokens, or API keys, and shall not pass these on to third parties. They are responsible for the misuse of such credentials resulting from a failure to comply with these obligations. The Contracting Company shall immediately inform Orderfox in case of loss or misuse of access credentials or its suspicion thereof.
The Contracting Company and the Users shall exercise due care during their use. This means, in particular, that Users shall not:
a) exploit any potential programming errors to the detriment of Orderfox and shall immediately report errors, bugs and any shortcomings relevant for IT security to Orderfox when Users become aware of such occurrences;
b) unduly interfere with the Services or Orderfox's infrastructure;
c) use Services for illegal purposes;
d) spread viruses, worms, spam, or other malicious code via the Services;
e) access Services and databases of Orderfox by means of automated scripts (e.g., through “screen scraping”), except if such access has been expressly agreed between Orderfox and the Contracting Company, and is done via interfaces designed or made available for such a purpose by Orderfox;
f) mislead other users or attempt to gain access to profile and personal data of other users or otherwise jeopardize the privacy and security of any data stored by Orderfox;
g) permit direct or indirect access to or use of any Services in a way that circumvents a usage limit included in the Plan;
h) copy the Services or any part, feature, function, or user interface thereof or frame or mirror any part of the Services;
i) access the Services or monitor the availability, performance or functionality of these Services or any part of it in order to build a competitive product or service, or for any other benchmarking for competitive purposes.
If there is evidence or a serious suspicion that a User has committed a breach of the above mentioned restrictions, or has attempted a breach, Orderfox may, with immediate effect, exclude the User from the further use of the Services until the matter has been reasonably resolved or, if the matter cannot be reasonably resolved, suspend the User's and the Contracting Company’s account and terminate the agreement.
The Contracting Company acknowledges and understands that it is solely responsible for complying with the laws, rules and regulations applicable to its or its Users' use of the Results, e.g. data protection and e-privacy regulations. Orderfox is in no position to legally assess or influence the Contracting Company's or Users' use of Results (e.g., if and how to use address or contact data).
6. Rights and Ownership
Orderfox retains all rights, titles and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights in the Services and any part of it, including the Results. The use of the Services does not transfer any ownership of intellectual property rights between the parties.
The Contracting Company agrees and acknowledges that certain Results may be subject to third-party rights and licenses (e.g., copyright or trademark protected) and that Orderfox does not grant or manage such third-party rights or licenses. Copyrights, patent rights, trademark rights and all other intellectual property rights related to the provision of the Services itself shall remain with the respective owners of such rights.
If the Contracting Company or User provides data to Orderfox, e.g. for the purpose of updating or enriching such data, they grant Orderfox a non-exclusive right to process such data as necessary, and to perform the Services pursuant to the GTC and respective Order.
7. Confidentiality
The parties may disclose to each other (directly or via the use of the Services) confidential information. Confidential information includes, without limitation, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to Orderfox or the Contracting Company.
Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.
Each party undertakes to protect all confidential information that become accessible or known based on the GTC or provided Services. This confidentiality obligation remains in force even after the termination of the agreement between the parties.
Orderfox will keep any personal data and other information provided by the Contracting Company (such as User details) confidential, and will only make the data available as necessary to complete or perform the Services pursuant to the GTC and respective Order. Orderfox will undertake reasonable effort to delete the received data and information upon the Contracting Company's request.
The Contracting Company acknowledged and agreed that aggregated and anonymized data may be used in order to improve or develop the Services.
Orderfox and the Contracting Company may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.
8. Support and Maintenance
Orderfox will provide the Contracting Company with assistance and support in accordance with the Order and Plan selected. Unless explicitly agreed otherwise, the Orderfox's Customer Support personnel will be available from 9:00 a.m to 6:00 p.m. (Central European Time)(Monday – Friday, except for Swiss bank holidays) in order to swiftly respond to inquiries. Different support schedules may be available to the Contracting Company depending on the time zone and region.
In order to fix errors, install updates or improvements, and keep the Services secure, Orderfox may from time to time schedule maintenance windows during which the Services may be unavailable or the availability or performance may be reduced. If possible, Orderfox will aim to schedule the maintenance outside of the regular peak Services' use hours and inform the Contracting Company at least 24 hours prior to commencement of the maintenance.
9. Orders, Payment, Term and Termination
Orderfox will provide the Services for the initial duration of the agreement with Contracting Company, as set forth in the Order and as the case may be subsequently renewed (“Term”).
Either Party may only terminate the agreement with effect at the end of each Term. For any Agreement with a Term of one (1) year or longer, a cancellation of the renewal has to be received by the other Party at least 30 days prior to the last day of the Term. Any agreement that has not been canceled in time will automatically renew for another Term equal to the length of the last Term. Extraordinary termination rights and the right to termination for just cause remain unaffected.
Upon termination, Contracting Company’s account will be deactivated, and access will be terminated.
The fees for the initial Term apply as set forth in the Order. Unless explicitly stated otherwise, all prices are quoted in EUR and exclude statutory VAT and other applicable tax.
The fees for every Term are due annually up front and are non-refundable (unless otherwise stated in the Order). Orderfox will issue an invoice upon the earliest of (a) receipt of payment or (b) order confirmation. Unless stated in the invoice otherwise, payment of any (open) amount is due within fourteen (14) days of receipt of the invoice.
If the Contracting Company fails to pay in time, Orderfox may, in its sole discretion, take any or all of the following actions:
a) restrict or suspend Users' access to the Services until all past-due payments are made;
b) terminate the agreement, or
c) engage a third party to collect the outstanding amounts.
Orderfox shall provide Contracting Company with prior notice (email sufficient) at least one (1) week before a suspension or termination in accordance with lit. a) or b) above. Restriction or suspension of access to the Services shall have no effect on the Term of the agreement nor Contracting Company’s obligation to pay the respective fees.
Moreover, Orderfox may terminate the agreement in respect of all or any of the Services if it ceases to provide such Services. In such case, Orderfox shall provide the Contracting Company with prior notice (email sufficient) without undue delay.
The Contracting Company will provide accurate, current and complete information about the legal entity who is the contractual party when placing an Order (all information necessary to identify the legal entity, billing information, bank details and contact persons). The Contracting Company will inform Orderfox without undue delay of any relevant changes (e.g., address, billing information and bank details or the relevant contact person).
10. Provision of Services, Assignment of Rights
Orderfox is entitled to involve third parties to provide the Services. Orderfox will ensure that such third parties comply with the same obligations, in particular with confidentiality and privacy obligations set forth in these GTC.
Without Orderfox’s prior written consent (text form sufficient), the Contracting Company may not assign, delegate or otherwise transfer any rights, obligations, or claims under or in connection to the GTC to any third party.
The Contracting Company may only set off claims uncontested or recognized in writing by Orderfox or ordered by a court of law.
The Contracting Company may withhold payment or retain possession only to secure claims that are uncontested or ordered by a court of law.
11. No Warranty
The Contracting Company acknowledges and agrees that the Services, except as explicitly stated in this GTC or agreed between the parties, are provided on a best-effort basis without warranty of a result or specific outcome. Orderfox does not guarantee that the Services can be used uninterruptedly and without errors in all scenarios desired by the Contracting Company, nor that the correction of a program error will exclude the occurrence of further program errors.
The Services may contain third-party content, third-party data or links to third-party websites. Orderfox does not assume any responsibility for and does not make any warranties or representations as to any third-party content, data or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.
12. Liability and Indemnification
Orderfox will only be liable for damages caused intentionally or with gross negligence. In the case of unintentional or negligent acts and omissions, Orderfox's liability will be excluded to the maximum extent permitted by the applicable law.
To the extent permitted by law, Orderfox assumes no liability for lost profits, consequential or indirect damages, reductions in value of Contracting Company’s brand or of its business, frustrated expenses or similar costs.
Any statutory strict liability remains unaffected by the above limitations of liability. The same applies to in case of culpable injury to life, body or health caused by Orderfox.
The Contracting Company shall indemnify Orderfox from any third-party claims arising from an infringement of third-party rights caused by the Contracting Company or any User (e.g., as a consequence of an infringement of Section 6). This includes the reimbursement of reasonable legal costs incurred by Orderfox to defend itself against third-party claims. Orderfox shall inform the Contracting Company of any legal claim raised against Orderfox without undue delay. Orderfox shall, before entering into any settlement with such a third party, consult with the Contracting Company. If Orderfox decides to enter into a settlement without the Contracting Company’s consent, Orderfox shall bear its own costs resulting from such settlement and in connection with the dispute.
13. Final provisions
Notices: All notices must be given in a text form and need to be communicated:
● to Orderfox's attention: via email to support@gieni.com
● to the Contracting Company's attention: by publishing on the Gieni's website or where explicitly stated in the GTC via email to the last e-mail address provided for this purpose by the Contracting Company. It is the Contracting Company's responsibility to keep the provided email address current.
Severability: Should any provisions of the GTC be or become totally or partially invalid or unenforceable, the validity or enforceability of the other provisions of the GTC will not be affected thereby.
No waiver: The failure of Orderfox to enforce any right or provision of the GTC may in no way be considered as a waiver of such right or provision.
Governing law and jurisdiction: The GTC and all legal relationships arising from this contractual relationship are governed by and construed in accordance with the laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising from or in connection with the GTC must be submitted to the exclusive jurisdiction of the courts of Zurich, Switzerland.
14. Right to make amendments to the GTC
Orderfox has the right to update or amend these GTC or any part of it, or change the Services at its sole and absolute discretion. Such changes will be effective from the date of publication on the Gieni's website. If effected, Orderfox will also inform the Contracting Company of the amendment in text form. The amendment is incorporated and applies unless the Contracting Company objects in text form within two (2) weeks of receipt of the notification about the amendment. If the Contracting Company exercises its right of objection, the contract will continue to apply based on the GTC without the amendment. In this case, any rights of the parties to terminate the contract remain unaffected. In case of a timely objection, Orderfox reserves the right to terminate the agreement extraordinarily with a notice period of one (1) month.
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