General terms and conditions

This English translation is provided for convenience. The German version is legally binding.

26.05.2020, Urdorf

1. Subject matter of the contractual terms

The internet platform www.umbaumanager.ch (hereinafter “internet platform”) serves to handle tenders and the automated coordination of projects between clients and trade businesses. It is operated by Cloudworks AG. There are two groups of customers who use the internet platform: on the one hand clients who tender and award contracts on the internet platform, and on the other hand providers who offer to carry out the tendered contracts. These contractual terms govern the relationship between Cloudworks AG and the customer (client). By using the internet platform, creating a user account and/or creating an enquiry, these general terms and conditions are deemed to have been expressly accepted by the prospective customer. Any deviations require a written agreement or supplementary contracts.

2. Internet platform

Cloudworks AG acts neither as an agent nor in any other representative capacity for the customers. The content, conclusion, validity and performance of a contract for the provision of services or the supply of products tendered or offered via the internet platform are solely the competence and responsibility of the customers among themselves. Cloudworks AG bears no responsibility in this respect and provides no services of any kind for the handling of contracts concluded via the internet platform and/or the enforcement of claims resulting from these contracts. The settlement of claims arising between customers from a contract concluded via the internet platform is solely a matter for the customers among themselves. The internet platform merely provides a tool, free of charge for the client, intended to support the coordination of tasks between client and contractor during project execution.

3. Conclusion of contract

The prerequisite for using the internet platform as a customer is first a free registration. Part of the registration process is acceptance of these contractual terms. Cloudworks AG checks the registration and decides on admission as a customer. Upon admission of the customer by Cloudworks AG, a contract is formed between the customer and Cloudworks AG regarding the free services of the internet platform, which is governed by the provisions of these contractual terms and is hereinafter referred to as the “registration contract”. There is no entitlement to admission or its continuation. By using any services subject to a charge, the customer enters into a further contractual relationship with Cloudworks AG (hereinafter “supplementary contract”). Before concluding such a supplementary contract, the customer is informed on the internet platform that charges apply. The contractual relationship for services subject to a charge is formed when the user accepts the payment obligation on the internet platform by clicking on a corresponding confirmation field. Cloudworks AG may at any time require the customer to provide a legally signed version of these contractual terms or of a contract based on them and may restrict or suspend the services of the internet platform until it is provided.

4. Contract term and termination

The registration contract between the customer and Cloudworks AG is concluded for an indefinite period and can be terminated by the customer and Cloudworks AG at any time without notice.

5. Services

Cloudworks AG operates the internet platform and provides related services (telephone support). By publishing tenders on the internet platform, customers express, on their own responsibility and in their own name, their interest in receiving quotes from third parties within the tender period they have set. In doing so, customers enter into a direct exchange relationship via the internet platform. In this respect Cloudworks AG is only obliged to ensure the provision of the internet platform and any forwarding of information via it. The customer is entitled to use the internet platform as intended for the exchange of declarations of intent.

6. Obligations of the customer

The customer is obliged to refrain from attempting, either personally or through authorised third parties, to interfere or have others interfere with programs operated by Cloudworks AG. Furthermore, the customer is obliged to protect the passwords assigned to him or her or to the users against access by third parties and to change them without delay or have them changed by Cloudworks AG if there are indications that unauthorised third parties may have obtained knowledge of them. The customer is obliged not to misuse the internet platform in any way and in particular not to exchange any unlawful or immoral content via it. The customer is obliged not to use the possible exchange of electronic messages for sending unsolicited messages or information to third parties, e.g. for advertising purposes (spamming), and to make sure that data is free of viruses before transmitting it via the internet platform.

7. Changes to prices and services

Cloudworks AG is entitled to change its services in accordance with section 5 at any time. The customer will be informed of such changes by email to the email address currently registered with Cloudworks AG. The changes take effect at the time of notification to the customer.

8. Data protection and security

8.1. Confidentiality

The customer and Cloudworks AG mutually undertake, and also oblige their employees, subcontractors or auxiliary persons involved, to maintain the confidentiality of all documents and information not generally known that relate to the business sphere of the other contracting party and that become accessible to them in the preparation and performance of this contract. This obligation exists even before the conclusion of the contract and remains in force after the termination of the contractual relationship for as long as there is a legitimate interest in it. Statutory disclosure obligations remain reserved.

8.2. Data protection

Based on Article 13 of the Swiss Federal Constitution and the federal data protection provisions (Federal Act on Data Protection, FADP), every person has the right to protection of their privacy and to protection against misuse of their personal data. All data arising on the internet platform is used by Cloudworks AG for the performance of the contract. The data collected may be passed on by Cloudworks AG to third parties designated by the customer and may also be used by Cloudworks AG for direct applications of the customer. No other or further use takes place. With the aforementioned exceptions, Cloudworks AG does not pass on any data to any third parties unless this is required by law or ordered by a court decision. The partner businesses are strictly prohibited from passing on the contact details to other companies. Cloudworks AG informs the partner businesses of this. However, it is the responsibility of the respective partner businesses to ensure data protection-compliant handling at all times. The customer has the right at any time to inspect his or her data stored with Cloudworks AG. The customer can check and amend his or her customer data online.

9. Customer-specific advertising

Cloudworks AG has the right to display advertising to the customer on the internet platform. Cloudworks AG may make the advertising displayed to the customer dependent on the customer's data.

10. Warranty

Neither contracting party will infringe any industrial property rights or other rights of third parties in the performance of its services. The internet platform is generally made available to the customer 24 hours a day, 365 days a year. However, this availability may be reduced for maintenance and service work by Cloudworks AG itself or its access or hosting providers. The customer accepts that damage resulting from operational failures and disruptions caused by third parties cannot be claimed against Cloudworks AG.

11. Liability

11.1 Exclusion of liability

The liability of Cloudworks AG for any damage incurred by the customer as a result of the non-performance or poor performance of contractual obligations or any loss of data, including in particular indirect damage, consequential damage, loss of profit or third-party claims, is excluded to the extent permitted by law.

11.2 Liability for links

References and links to third-party websites are outside our area of responsibility. Any responsibility for such websites is declined. Access to and use of such websites is at the customer's own risk.

12. Copyrights

The copyrights and all other rights to content, images, photos or other files on the website belong exclusively to Cloudworks AG or the specifically named rights holders. Written consent of the copyright holders must be obtained in advance for the reproduction of any elements.

13 Final provisions

13.1 Amendment of the terms and conditions

Cloudworks AG may amend these terms and conditions at any time and without stating reasons.

13.2 Partial invalidity

Should individual provisions or parts of these contractual terms prove to be void or ineffective, this shall not affect the validity of the remainder of the contract concluded between the parties on the basis of these contractual terms. In such a case, the contracting parties will adapt the contract so that the purpose intended by the void or ineffective part is achieved as far as possible.

13.3 Applicable law

The contract concluded between the parties on the basis of these general contractual terms is governed exclusively by Swiss law. The courts at the registered office of Cloudworks AG have exclusive jurisdiction. However, Cloudworks AG remains entitled to bring proceedings against the customer at any other permissible place of jurisdiction.