1. DEFINITIONS
The GTCs
The present general terms and conditions, if applicable in their version as modified by SwissDeCode.
The Client
Any User contracting with SwissDeCode.
The Buyer
Any User who orders one or more Products or Services as provided in the SwissDeCode sale conditions.
The Contract or Contractual Documentation
The contract of use that is concluded between us and you upon your acceptance of the T&Cs.
The Sales Contract
The contract between you and us as described in the Product/Service Agreement Terms.
SwissDeCode or us
SwissDeCode SA with registered office at Route de Chavannes 37, 1007 Lausanne (no. CHE-347.648.279).
The Product/Service Request
The action by which a User sends a request for Product or Service through the form dedicated to this purpose on the Site.
Products/Services
The Products/Services offered by SwissDeCode as described in art. 2.1 and 2.2.
The Site
The website atswissdecode.com and any other domains pointing to that address.
The User or you
Any person using the Site or any other media powered by SwissDeCode.
2. PRODUCTS/SERVICES
2.1. SwissDeCode offers its customers a rapid, onsite automated or manual DNA detection systems.
2.2. SwissDeCode offers its customers services through laboratory analysis.
2.3. The Products/Services offered to the Client by SwissDeCode are specified in the Offer (as defined in the conditions of the Product/Service Agreement). Subject to Art. 9.1, the Products/Services are presented on the Site.
2.4. The GTC applies to all Products/Services offered by SwissDeCode. Special provisions may apply to certain Products/Services offered by SwissDeCode.
3. THE CONTRACT
3.1. By using the Site and the Products/Services offered by SwissDeCode, in particular when entering into a Product/Service Agreement following a Product/Service Request, you agree to be bound by the following Contractual Documentation:
a) These terms and conditions.
b) Our privacy and cookie policy.
c) The special provisions applicable to certain Products/Services offered by SwissDeCode, in particular the conditions relating to the Product/Service Contract.
3.2. In addition to the Product/Service Agreement between you and us, if any, the general terms and conditions, the privacy and cookie policy and special provisions applicable to certain Products/Services offered by SwissDeCode are an integral part of the Agreement between you and SwissDeCode.
4. USE OF THE SITE - IN GENERAL
4.1. The data that you provide to us during a Product/Service Request and the use of the Site and our Products/Services (in particular following the conclusion of a Sales contract) are managed in accordance with our privacy policy.
4.2. You must be of legal age within the meaning of Article 16 of the Swiss Civil Code (SR 210) to submit a Request. We refer you to the conditions set forth in our privacy policy for more details on this subject.
4.3. It is your responsibility to provide accurate and complete information when making a Product/Service Request. In accordance with our privacy policy, you may correct inaccurate information/data about yourself at any time.
4.4. There is no right to conclude a Product/Service Agreement with SwissDeCode as a result of sending a Product/Service Request. SwissDeCode reserves the right to decide whether or not to make an Offer (as defined in the terms of the Agreement) to a User.
4.5. The Site requires the use of cookies. These are managed in accordance with our privacy and cookie management policy.
5. WARRANTY
5.1. SwissDeCode makes every reasonable effort to ensure that the information on the Site (and on the social networks it hosts) is accurate. However, SwissDeCode does not accept any liability in this respect.
5.2. The contents of the Site (and of the social networks hosted by SwissDeCode) do not constitute advice, recommendations, guarantees or authorizations of SwissDeCode. It is not intended to be the basis for any decision (or lack thereof) and/or use. Any User who makes a decision on the basis of, or otherwise uses, the contents of the Site (or the social networks run by SwissDeCode) does so at his/her own risk. SwissDeCode expressly excludes any warranty, including, in particular, any warranty of fitness for a particular purpose and non-infringement of rights.
6. RESPONSIBILITY
6.1. In general. Subject to the mandatory exceptions provided by law, SwissDeCode's liability is excluded for all its Products/Services and for any content placed by SwissDeCode on the Website and the social networks it hosts.
6.2. Technical problems. SwissDeCode declines all responsibility for temporary unavailability and/or malfunction of the Site, whatever the cause.
7. COMPENSATION
7.1. Each User agrees to indemnify SwissDeCode, its affiliates, employees, directors, officers, consultants, representatives, successors or assigns (for the purposes of this section only, the "SwissDeCode Affiliates") for any damages suffered by SwissDeCode or the SwissDeCode Affiliates in connection with claims by third parties (including other Users) arising out of such User's actions or omissions on the Site and social networks that SwissDeCode hosts, including any infringement of third party intellectual property rights. The indemnification shall also cover the costs of court, trial, proceedings, expertise, negotiation, advice and any other costs and expenses incurred by SwissDeCode and SwissDeCode Affiliates in the defense.
7.2. SwissDeCode shall immediately notify the affected User in writing of any claim by a third party against SwissDeCode or the SwissDeCode Affiliates. The affected User (i) undertakes to assist SwissDeCode or the SwissDeCode Affiliates in any legal or other proceedings brought by the allegedly injured third parties; (ii) agrees to provide SwissDeCode or the SwissDeCode Affiliates with all information necessary for the defense of SwissDeCode or the SwissDeCode Affiliates; (iii) grants SwissDeCode or the SwissDeCode Affiliates the exclusive authority to conduct such defense and/or to appoint a representative of its choice to do so and (iv) grants SwissDeCode and the SwissDeCode Affiliates, and if applicable their representative, the exclusive authority to enter into a settlement (compromise), after prior consultation with the User concerned.
8. INTELLECTUAL PROPERTY
8.1. The Site, including its interface and code, are the exclusive property of SwissDeCode and may not be reproduced or otherwise used by Users except in the normal course of use of the Site.
8.2. SwissDeCode authorizes the Users to reproduce and distribute the contents of the Site created by SwissDeCode (e.g., editorial articles), provided that they expressly indicate the Site as the source of the content in question.
9. VARIOUS
9.1. Inserts and pictograms. To facilitate understanding, SwissDeCode may provide information or define Products/Services in the form of inserts or a pictogram system, which include all or part of the Contractual Documentation and the Product/ Service Agreement. Such inserts and/or pictograms are purely indicative: only the Contractual Documentation and the conditions of the offer made by SwissDeCode with a view to the conclusion of a Products/Service Contract are binding.
9.2. Discontinuation of the Site. SwissDeCode reserves the right to discontinue the operation of all or part of the Site, the offering of certain Products/Services, or any part thereof, at any time, permanently or temporarily, without notice.
9.3. Force Majeure. Neither the non-performance nor the delayed performance of its obligations by one of the parties (whether arising from the Contractual Documentation or from the Product/Service Agreement, if any) shall constitute a default by the party in question with regard to its contractual obligations, insofar as the delay or non-performance results from a situation of force majeure (e.g. natural disasters, war, riots, civil unrest, fire) or from other circumstances beyond the reasonable control of the said party, such as technical problems which cannot be attributed to SwissDeCode. Computer viruses and hacker attacks on computer systems are considered force majeure, provided that reasonable security measures have been taken.
9.4. Assignment. The rights and/or obligations of the User, respectively the Buyer, arising from the Contract and the Product/Service Agreement may not be transferred to another person. The User expressly authorizes SwissDeCode to assign its rights and to subcontract any obligations arising from the Contractual Documentation and the Product/Service Contract.
9.5. Partial Invalidity. If any provision of the Contractual Documentation (respectively the Product/Service Agreement) or part thereof is or becomes invalid or unenforceable, then neither the validity nor the enforceability of the remaining provisions or the remaining part of the provision shall be affected or impaired. The User, respectively the Buyer, agrees, if necessary, to replace the invalid or unenforceable provision or part thereof with a valid or enforceable provision that comes as close as possible to the original provision and that, as far as possible, will achieve the same economic and legal result.
9.6. Entirety. In addition to the additional provisions contained in the Product/Service Agreement, the Contract Documentation, as described in Art. 3.1, contains the entire agreement between you and SwissDeCode with respect to the subject matter of these GTCs and supersedes any agreements or understandings with respect to the subject matter of these GTCs that may have been entered into between you and SwissDeCode prior to the entry into force of these GTCs.
9.7. No Waiver. No waiver by SwissDeCode of any of the provisions of the Contract Documentation (art. 3.1) or the Product/Service Agreement, if any, shall be deemed to be a waiver of any prior or subsequent breach of the Contract whether such breach is of a similar or different nature.
9.8. Languages. The Contractual Documentation is written in English. Translations may exist. In case of discrepancies between the versions, the English version shall prevail.
10. APPLICABLE LAW / JURISDICTION
10.1. The Contract, all Contractual Documentation, and any Product/Service Contract are subject to Swiss law, excluding its conflict of laws rules.
10.2. Any dispute arising out of or in connection with these terms and conditions, the Product/Service Agreement, if any, or any other document in the Contractual Documentation shall be subject to the exclusive jurisdiction of the courts of Lausanne, Switzerland.
11. ENTRY INTO FORCE / DURATION / CHANGES TO THE GTC
11.1. The commencement of the Product/Service Agreement and its term shall be determined in accordance with the provisions of the Product/Service Agreement Terms.
11.2. The Agreement shall come into force for a given User as soon as the User accepts the T&Cs, it being specified that any use of the Site constitutes tacit acceptance. The Agreement shall remain in force for as long as the User uses the Site.
11.3. SwissDeCode reserves the right to change the GTC at any time. SwissDeCode will publish the amended version on the Website and inform the Users of the new GTC by e-mail, pop-up window or by another method of its choice. If the User does not agree with the changes, the User may terminate the Agreement by ceasing all use of the Site with immediate effect. If the User continues to use the Site, the most recent version of the T&Cs will be deemed accepted by the User.