GTC ASP AG

General Terms and Conditions (GTC) of Dorner ASP AG

 

1. Subject Matter of the Contract

Dorner ASP AG aims to develop and distribute software, particularly for laboratory technology in the gravel and concrete industry. It also provides ASP services and internet solutions. This is done through various web applications that can be accessed via a browser or app (iOS, Android). The use of these applications is subject to a monthly license fee according to the agreed licensing models.
The applications include, among others:

  • A digital portal for managing and providing documents, enabling the customer to unlock, manage, and provide documents (e.g., delivery notes) for their end customers to download. End customers can also place orders. Dorner ASP AG acts as the provider of the portal, while the direct contact and support are provided by the respective customer. Other systems can also be connected via interfaces (APIs).
  • A software solution for managing master data and tests, allowing the management and documentation of data such as materials or tests (e.g., fresh and hardened concrete). In addition, external control systems and dispatch systems can be integrated into the software.
  • Mobile applications for managing and controlling processes that can be used on smartphones and tablets. These applications offer specific functions for monitoring and controlling production.

 

2. Usage Rights

The customer is granted a simple, non-transferable, and non-exclusive right to use the software for the duration of the contract. Usage and billing are based on the agreed contractual model, depending on the type of usage (e.g., per user, per site, or per delivery note).

 

3. Service Provision

  • Software Availability: Dorner ASP AG ensures 99.5% availability of the software on an annual average.
  • Availability Restrictions: Temporary restrictions or outages may occasionally occur due to maintenance work or unforeseen technical disruptions. In such cases, Dorner ASP AG will inform the customer as soon as possible and do everything possible to restore availability promptly.
  • Maintenance Work: Planned maintenance work to ensure optimal functionality of the software will be announced in advance and usually carried out outside business hours.
  • Hosting: The software is hosted in a data center in Germany or another data center within the European Union (EU). In exceptional cases, Dorner ASP AG may also use data centers outside the EU, provided they comply with legal data security and data protection requirements (e.g., in compliance with the Swiss Data Protection Act (DSG) and the General Data Protection Regulation (GDPR) of the EU, as applicable).
  • Updates and Further Development: The software is continuously updated and improved. The customer is not entitled to use older versions of the software. Updates and new versions are provided automatically.

 

4. Responsibility for Content/Data

  • Customer data remains the property of the customer. Dorner ASP AG acts as a data processor under the GDPR and processes the data solely based on the customer's instructions.
  • Backups: Daily and monthly backups are performed. Dorner ASP AG ensures that backups are created and securely stored at appropriate intervals to prevent data loss. However, the customer is required to create their own backups of important data.
  • Security Measures: Dorner ASP AG implements appropriate technical and organizational measures to ensure the security of the data, including protection against unauthorized access, loss, or destruction of data.
  • Customer Responsibility for Data: The customer remains responsible for the content they upload into the software, send via API interfaces, or process through the software. Dorner ASP AG does not review the content and is not liable for the legality of the data processing by the customer.
  • API Usage: The release of data to third-party applications or external systems via the API is only permitted with the express consent of the customer. Dorner ASP AG assumes no liability for data transferred to third parties via the API and is not responsible for the security or data protection of the data further processed by third parties.
  • Data Deletion at the End of the Contract: If the customer does not provide instructions for archiving the data, it will be deleted 60 days after the end of the contract.

 

5. Data Protection

  • Dorner ASP AG places great importance on protecting customer data and ensures compliance with applicable data protection laws, particularly the Swiss Data Protection Act (DSG) and, where applicable, the General Data Protection Regulation (GDPR) of the European Union.
  • Data Storage: Data is stored in separate, independent databases. This ensures that customer data is kept clearly separated.
  • Further Details: Further details on the processing of personal data, the rights of the data subjects, and the technical protection measures are provided in the privacy policy.

 

6. Liability

Liability is limited to the respective contract value (invoice amount or 3 months' licenses). There is no liability for indirect damages, such as data loss, lost profits, production outages, or damages caused by the use of third-party providers. Dorner ASP AG assumes no liability for the content that the customer uploads into the software or processes via the API.

  • Exclusion of Liability for Force Majeure: Dorner ASP AG is not liable for failures or delays caused by events beyond its control (force majeure), including but not limited to natural disasters, war, terrorism, government actions, power outages, internet outages, or labor disputes.
  • System Outages and Availability: Dorner ASP AG assumes no liability for damages resulting from temporary system outages, maintenance work, or other service interruptions unless such outages are due to gross negligence or intentional misconduct by Dorner ASP AG.

 

7. Availability and Support:

  • Support: Dorner ASP AG will respond to inquiries (via email or phone) during business hours as quickly as possible after receiving the respective question, either by phone or in writing.
  • Support Hours: Support is provided during regular office hours, which are Monday to Friday (except public holidays in Switzerland). Inquiries received outside these hours will be processed on the next business day.
    Business and support hours are:
    Monday to Friday: 8:00 – 12:00 and 13:00 – 17:00

 

8. Contract Duration and Termination

  • Contract Duration: Contracts are indefinite and remain in effect until terminated by one of the parties.
  • Termination by the Customer: The customer may terminate the contract in writing at the end of a quarter, but not before one year after the contract has commenced.
  • Termination by Dorner ASP AG: Dorner ASP AG reserves the right to terminate the contract at the end of a year, with written notice.
  • Extraordinary Termination: The right to extraordinary termination for good cause remains unaffected. A good cause exists, in particular, if one of the parties violates essential contractual obligations and does not remedy the violation within a reasonable period after receiving a written warning.
  • Consequences of Termination: After the contract is terminated, access to the software will be blocked, and the customer will no longer be entitled to use the services. The customer is responsible for downloading all necessary data before the contract ends. Dorner ASP AG will delete or archive the customer's data upon request, following applicable data protection laws, within 6 months after termination.

 

9. Prices and Payment Terms

  • Payment Terms: The usage fee is payable quarterly in advance at the beginning of the quarter. Invoices are due immediately upon receipt.
    Dorner will send an invoice or alternatively handle billing via standing order.
  • Price Adjustments: Prices are subject to the Consumer Price Index 2005 (CPI 2005, www.statistik.at).

 

10. Customer Obligations

  • Confidentiality of Access Data: The customer is responsible for keeping their access data and user accounts confidential and protecting them from unauthorized access. Sharing access data with third parties is prohibited.
  • Responsibility for Content: The customer is solely responsible for the legality, accuracy, and completeness of the data they upload into or process with the software. The provider assumes no liability for the content entered or processed by the customer.
  • No Modification or Duplication: The customer is not permitted to modify, copy, reverse engineer, or make the software available to third parties unless expressly authorized in writing.
  • Use for Internal Purposes Only: The software may only be used for the customer's internal business purposes. Use for third parties or sharing access data is prohibited.

 

11. Right to Amend the GTC

Dorner ASP AG reserves the right to amend these GTC at any time, particularly to make legal or operational adjustments or to integrate new functions or services.

 

12. Jurisdiction and Applicable Law

  • Jurisdiction: The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of Dorner ASP AG in Switzerland.
  • Applicable Law: Swiss law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and other international agreements.
  • International Jurisdiction: This jurisdiction agreement applies regardless of the customer's location, even if the customer is located abroad.

 

13. Final Provisions

  • Partial Invalidity (Severability Clause): Should individual provisions of these GTC be invalid or unenforceable, or become invalid or unenforceable after the contract has been concluded, the remaining provisions of the contract shall remain valid. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic intent of the invalid provision.
  • Written Form: Amendments or additions to the contract must be made in writing. This also applies to amendments to the requirement of written form.
  • Assignment: The customer may only assign rights and obligations under this contract to third parties with the prior written consent of Dorner ASP AG.
  • Precedence: These GTC take precedence over any conflicting or deviating general terms and conditions of the customer, unless expressly agreed otherwise in writing.
to home page