General Terms and Conditions

1. Scope of application and contracting parties

1.1 These General Terms and Conditions (GTC) apply to all services provided by HuusFlow Kotsakidis, Steinackerstrasse 2a, 8302 Kloten, UID CHE-300.006.211 (hereinafter "HuusFlow"), to its customers (hereinafter "customer").

1.2 HuusFlow is aimed at companies, self-employed persons and fiduciary firms. It is not an offer addressed to consumers.

1.3 Terms of the customer that deviate from these GTC apply only to the extent that HuusFlow has agreed to them in writing. Individual agreements take precedence over these GTC.

2. Services provided by HuusFlow

2.1 HuusFlow is a managed service for automating preliminary bookkeeping. Documents are received, read out, pre-categorised, submitted to the customer for review and, once the customer has released them, transferred to the accounting or ERP system used by the customer (the "Accounting System"). Which accounting systems are supported follows from the service description applicable at the time.

2.2 The specific scope of services, the document volume and the remuneration are agreed individually for each client account. The agreement between the parties is decisive; these GTC apply in addition.

2.3 HuusFlow does not provide bookkeeping, no tax, legal or business advice and no audit services. Professional responsibility for entries and financial statements remains with the customer or with the customer’s fiduciary.

2.4 HuusFlow continuously develops the service further. Functions may be added, changed or replaced, provided that the agreed purpose of the service is not materially impaired as a result.

3. Use of artificial intelligence

3.1 HuusFlow uses artificial intelligence methods to read out and pre-categorise documents. HuusFlow discloses where this processing takes place and under which conditions on the transparency page and in the privacy policy.

3.2 The results of such methods are proposals. They may be incomplete or incorrect. They are submitted to the customer for review and are transferred only once the customer has released them.

3.3 The customer is obliged to check the proposals before releasing them. HuusFlow is not liable for the substantive accuracy of individual proposals, but for the provision of the service in accordance with the contract.

4. Availability, maintenance and disruptions

4.1 HuusFlow endeavours to achieve high availability but does not owe uninterrupted availability. A specific availability rate is warranted only where it has been expressly agreed in writing.

4.2 Maintenance work is carried out outside ordinary business hours wherever possible. HuusFlow announces plannable interruptions.

4.3 HuusFlow remedies disruptions within ordinary business hours with the available means and within a reasonable period. Interruptions attributable to third-party services, in particular to the Accounting System, to network operators or to infrastructure providers, lie outside HuusFlow’s sphere of influence.

4.4 HuusFlow may block access temporarily where this is necessary to avert an acute danger to security or to operations, or where the customer materially breaches these GTC despite a formal warning. HuusFlow informs the customer without delay.

5. Setup and the customer’s duty to cooperate

5.1 HuusFlow carries out the technical setup of the client account together with the customer. This includes connecting the Accounting System, the intake channels and the initial configuration of the booking rules. The connection to the Accounting System is established through the release procedure provided by the relevant provider; the release is granted by the customer. Professional responsibility for the choice of accounts, tax rates and booking rules lies with the customer or their fiduciary; the customer reviews and confirms the configuration that has been set up. They may change it themselves at any time. In addition, the automatic assignment learns from their corrections.

5.2 The customer provides the necessary access credentials, designates a contact person and cooperates in the setup and in clarifying queries.

5.3 The customer is responsible for the security of its access credentials and of its own devices. It notifies HuusFlow without delay if there is any suspicion that access credentials have become known to third parties.

5.4 The customer ensures that it is entitled to have the data it transmits processed and that no statutory or contractual duty of confidentiality stands in the way.

6. Right of use and permitted use

6.1 For the term of the contract, the customer receives a non-exclusive, non-transferable and non-sublicensable right to use the service for its own business purposes. Fiduciary firms may use the service for their clients within the scope of their mandates.

6.2 All rights in the service, in the software, in the user interfaces and in the documentation remain with HuusFlow.

6.3 The following are prohibited in particular: reverse engineering, decompiling or recreating the service, automated extraction beyond the interfaces provided, passing access on to third parties outside the customer’s own organisation, and any use that infringes applicable law.

6.4 HuusFlow may use the customer’s feedback and suggestions for improvement without remuneration in order to develop the service further. This does not give rise to any right of the customer in that further development.

7. Engagement of third parties

7.1 HuusFlow may engage third parties to provide the services, in particular providers of infrastructure, hosting and processing services. HuusFlow is liable for their conduct as for its own.

7.2 The sub-processors engaged are listed in the data processing agreement. Changes are governed by the provisions set out therein.

8. Remuneration and payment

8.1 The remuneration is governed by the individual agreement. All amounts are in Swiss francs and exclusive of any value added tax.

8.2 Invoicing takes place monthly unless otherwise agreed. The payment period is 30 days from the invoice date.

8.3 In the event of late payment, default interest of 5 per cent per annum is owed. HuusFlow may block access after a written reminder and the setting of an additional period of 10 days.

8.4 No setup fee is charged. Services outside the agreed scope are invoiced on a time and materials basis following prior consultation.

8.5 Adjustments to the remuneration are governed by Section 20. Price guarantees warranted by contract remain reserved.

9. Time-savings guarantee

9.1 HuusFlow grants a time-savings guarantee in accordance with the conditions published on the guarantee page. Those conditions form part of the contract.

9.2 It is a prerequisite that the previous time expenditure was jointly recorded before the start and that the customer has used the service to the agreed extent.

9.3 If the warranted time saving is not achieved, HuusFlow refunds the usage fees for the first 30 days. No further claims arise from this.

10. Term and termination

10.1 The contract is concluded for an indefinite period. There is no minimum term.

10.2 Either party may terminate the contract at any time in text form with effect from the end of a calendar month.

10.3 The right to terminate for good cause remains reserved. Good cause exists in particular in the event of a material breach of contract that is not remedied despite a written reminder and the setting of a period of 30 days, and in the event of insolvency of a party.

10.4 Upon termination, access to the service ceases. Clause 11 applies to the return and deletion of the data.

11. Customer data, return and deletion

11.1 All data introduced by the customer remains the customer’s data. HuusFlow processes it exclusively in order to perform the contract and in accordance with the customer’s instructions.

11.2 Before the contract ends, the customer may at any time request a complete export of its data in a common format.

11.3 After the contract ends, HuusFlow deletes the data within 30 days, unless a statutory retention obligation stands in the way. Backup copies are deleted within the ordinary backup cycle. Upon request, HuusFlow confirms the deletion in text form.

12. Retention and archiving

12.1 HuusFlow is not the customer’s archive. The statutory retention of the business records and accounting documents pursuant to Art. 958f CO and to the Swiss Ordinance on the Keeping and Preservation of Business Records is incumbent on the customer.

12.2 The processed documents are transferred to the customer’s Accounting System and retained there. HuusFlow keeps the data available for ongoing operations during the term of the contract, not as an audit-proof long-term archive.

12.3 The customer is responsible for ensuring compliance with its retention obligations.

13. Support and access to customer data

13.1 Support is provided by e-mail and WhatsApp within ordinary business hours.

13.2 If the customer reports a disruption or raises a question, it may be necessary for the purposes of clarification that HuusFlow adopts the customer’s view and thereby sees the customer’s documents and entries. In such a case, HuusFlow expressly asks for consent, as a rule directly during the ongoing support conversation by telephone. Without such consent, no such access takes place.

13.3 The consent applies to the specific case. Access is limited to the extent necessary for clarification and to the duration required for that purpose, is logged and ends when the matter is concluded. The customer may revoke the consent at any time.

13.4 Otherwise, HuusFlow does not access the customer’s content. Excepted are automated operations forming part of the provision of the service as well as measures that are strictly necessary to remedy a disruption or to avert a danger to data security; HuusFlow records such measures and informs the customer of them.

14. Warranty

14.1 HuusFlow provides the services professionally and with the care of an experienced provider.

14.2 HuusFlow does not warrant that the service runs free of errors or without interruption, or that it is suitable for a purpose assumed by the customer that has not been expressly agreed.

14.3 The customer reports defects in text form without delay after their discovery, together with a comprehensible description.

15. Liability

15.1 HuusFlow is liable without limitation for damage caused by intent and gross negligence as well as for personal injury.

15.2 In the case of slight negligence, HuusFlow is liable only for direct damage, and at most up to the amount of the remuneration paid by the customer in the twelve months preceding the damaging event, but in any event up to CHF 5,000.

15.3 Liability for indirect damage and consequential damage is excluded in every case, in particular for lost profit, savings not achieved, loss of data, reputational damage and third-party claims.

15.4 There is no liability for damage arising from the substantive inaccuracy of individual proposals made by the service, from a review omitted or carried out without due care by the customer, from third-party services, from changes made by the customer, or from use contrary to these GTC.

15.5 Liability for auxiliary persons is governed by the foregoing provisions.

15.6 Claims lapse twelve months after knowledge of the damage, but at the latest in accordance with the statutory time limits.

16. Indemnification

16.1 The customer indemnifies HuusFlow against third-party claims arising from the fact that the customer has introduced data which it was not entitled to have processed, or that it has used the service contrary to these GTC or contrary to applicable law.

17. Confidentiality

17.1 Both parties treat information of the other party that is not in the public domain as confidential and disclose it only to persons who need to know it in order to perform the contract and who are themselves bound to confidentiality.

17.2 This obligation continues during the term of the contract and for three years thereafter. Statutory disclosure obligations remain reserved.

17.3 HuusFlow may name the customer as a reference only with the customer’s prior consent.

18. Data protection

18.1 The processing of personal data is governed by the privacy policy and by the data processing agreement, which forms part of the contract where personal data is processed on behalf of the customer.

18.2 HuusFlow discloses the processing locations and the sub-processors engaged. The relevant information can be found in the privacy policy and on the transparency page.

19. Force majeure

19.1 Neither party is liable for the non-performance of obligations to the extent that this is due to events outside its sphere of influence, in particular natural events, war, official orders, pandemics, strikes, large-scale power or network outages, as well as attacks on information security that succeed despite appropriate protective measures.

19.2 If the event lasts longer than 60 days, either party may terminate the contract with immediate effect.

20. Amendments

20.1 HuusFlow may amend these GTC and the services. HuusFlow notifies amendments that materially disadvantage the customer in text form at least 30 days before they take effect.

20.2 In this case the customer may terminate the contract, up to the date on which the amendment takes effect, with effect from that date. If the customer does not terminate and continues to use the service, the amendment is deemed to have been accepted. HuusFlow points out this consequence in the notification.

20.3 Price guarantees warranted by contract remain unaffected by amendments.

21. Final provisions

21.1 Amendments and supplements to the contract require text form.

21.2 If a provision is invalid, the contract otherwise remains effective. The parties replace the invalid provision with a valid one that comes closest to its economic purpose.

21.3 The customer may transfer rights and obligations under this contract only with the prior consent of HuusFlow. HuusFlow may transfer the contract in the context of a transfer of its business operations; in that case the customer may terminate with effect from the date of the transfer.

21.4 Swiss law applies exclusively, to the exclusion of the conflict-of-law rules and of the UN Convention on Contracts for the International Sale of Goods.

21.5 The exclusive place of jurisdiction is Zurich. Beforehand, the parties seek an amicable solution in good faith.