Legal
General Terms and Conditions
This English version is provided for convenience. The German version is legally binding.
Semoto GmbH (smt-listings.io) – current version of the Terms and Conditions, valid from March 2024.
1. Scope
These General Terms and Conditions (T&Cs) determine and govern the contractual relationship between the customer (hereinafter referred to as the customer) and Semoto GmbH.
By signing the present contract with Semoto GmbH, the customer accepts these General Terms and Conditions of Semoto GmbH. Should the customer, in addition to the contract with Semoto GmbH, also make use of services, offers and products from Google (all Google offers and Google Business Profile apply), the corresponding terms of Google shall apply to these.
2. Conclusion of contract
The contract with Semoto GmbH is concluded by signing the present contract or through electronic order confirmation of having accepted and read the T&Cs.
By ordering services, offers and products from Google, the customer authorises Semoto GmbH to conclude a corresponding contract with Google in this regard. Furthermore, Google's terms of contract apply (see item 1, Scope).
The contract requires approval and consent by the managing director of Semoto GmbH. Any rejection is to be communicated to the customer, where possible, within 7 working days of the conclusion of the contract.
3. Commencement and duration
The contract is concluded for a predetermined term. If the contract is not terminated in writing to the end of a month, 2 months before expiry of the contract term, it is automatically extended by the agreed term.
Terminations prior to expiry of the fixed contract term do not entitle the customer to a reduction of, or exemption from, the contractually agreed sum payable.
The minimum term is generally 12 months. For contracts with monthly instalment payments, reduced prices or discounted packages, a minimum term of 24 months applies instead, as specified in the respective offer or contract.
The term begins upon signing or confirmation of the contract (offer).
Payment default on instalment payments or subscriptions: In the event of a payment default by the customer on agreed instalment or subscription payments, any outstanding amounts for the first 12 months become due immediately. If these are not settled and the contract is subject to a minimum term of 24 months, the entire remaining balance for the agreed minimum term of 24 months also becomes due immediately.
Default interest: In the event of payment default, the customer owes default interest pursuant to Article 104 of the Swiss Code of Obligations. The default interest rate is based on the Swiss National Bank's base rate.
Collection costs: The customer bears all costs incurred in collecting outstanding claims, including reminder and collection fees.
4. Services
Semoto GmbH provides the services booked by the customer under the contract, enabling the customer to present themselves online or in accordance with the selected products and services of Semoto GmbH.
The customer is responsible for ensuring that any website they link to is no longer active and must notify Semoto GmbH of this without delay. Semoto GmbH will endeavour to make this change within a reasonable period.
For Semoto GmbH to provide the agreed services, it is the customer's responsibility to supply the necessary publication content, such as texts, images, logos, films and graphic representations, etc. This publication content must comply with the guidelines and defined design specifications of Semoto GmbH and of Google. The customer bears full responsibility for the publication content in technical and legal respects. It is the customer's task and responsibility to monitor the services booked under the contract, or, should this data no longer be visible online, to notify Semoto GmbH of this immediately on their own initiative. In this context, no claims by the customer may be offset retroactively against claims towards Semoto GmbH.
5. Implementation
For a fee, the customer may have the publication content of their company listing (texts, images, logos, films, graphic representations, etc.) adjusted or changed at any time on the publication pages of Semoto GmbH and on Google Business Profile.
Semoto GmbH is not obliged to review the technical and legal suitability of the customers' publication content.
Semoto GmbH cannot guarantee any specific assurance of the functionality of its own services or those of downstream providers (e.g. Google), but will remedy technical faults as quickly as possible.
However, Semoto GmbH reserves the right, even for ongoing contracts, to reject, amend, remove or delete publication content for legal, moral, ethical, political or other reasons. This applies in particular where the publication content does not comply with these T&Cs or the specifications.
6. Rights of use
The customer confirms that the publication content supplied to Semoto GmbH does not violate any legal, public-morals, competition-law or copyright provisions.
The customer confirms that they hold the necessary rights for the publication of the advertising listings and publication content by Semoto GmbH and Google.
Semoto GmbH assumes no liability for any third-party claims in connection with the publication of publication content by Semoto GmbH on behalf of the contractual partner. The customer must notify Semoto GmbH immediately upon becoming aware of any such third-party claims. Should third parties assert claims directly against Semoto GmbH, the customer undertakes to hold Semoto GmbH fully harmless (including payment of any damages). In this case, Semoto GmbH reserves the right to withdraw from the contract and to terminate the contract while demanding payment of any outstanding amount still owed. Payment of any outstanding amount would be due within 10 days of termination to an account of Semoto GmbH.
The customer consents to the use of production content and general data as well as personal details that they have made available to Semoto GmbH in connection with the concluded contract.
7. Data protection
When collecting and processing data made available to it, Semoto GmbH observes the provisions of Swiss data protection legislation and its guidelines.
Semoto GmbH is in particular entitled to collect and process customers' production content and advertising listings for its own advertising purposes and to publish them to other third parties.
In order to develop offers that are as market-appropriate as possible, the customer agrees to the collection and processing of customer data for market research, advisory and advertising purposes.
8. Prices and terms of payment
The price agreed in the contract for the products and services is payable within 15 days of receipt of the corresponding invoice.
If payment deadlines (item 1) are not met and the customer is in default, Semoto GmbH is entitled, without prior notice and without liability for damages, to suspend or remove the published production content, including the Google listings. In this case, no claims by the customer may be offset against claims towards Semoto GmbH.
9. Liability
Except in cases of gross negligence, and only for direct or intentionally caused damages, Semoto GmbH is liable. Liability for Semoto GmbH's auxiliary persons is generally excluded. Liability for intentionally caused damages is limited in amount to a maximum of the reimbursement of the services booked under the contract.
Semoto GmbH assumes no liability for loss of profit, consequential damages, interruptions, maintenance work, etc., or in relation to other third parties such as Google.
10. Amendments and additions
Amendments and additions to the contract must be made in writing and signed by both parties.
Semoto GmbH reserves the right to amend the T&Cs at any time. The customer will be informed of any amendments. The customer is entitled to terminate the contract in writing, subject to a notice period of 1 month, effective as of the date the amended T&Cs take effect. The right of termination lapses once the amended T&Cs take effect.
Semoto GmbH is entitled to transfer this contract to any third parties for the provision of its services.
11. Place of jurisdiction
For customers with a foreign place of residence or business, the registered office of Semoto GmbH shall be deemed the place of debt enforcement and the exclusive place of jurisdiction for all proceedings.
The place of jurisdiction is the registered office of Semoto GmbH.
12. Applicable law
The contract between the parties is governed exclusively by Swiss law.
Semoto GmbH (smt-listings.io) – current version of the T&Cs, valid from March 2024.