SYMBIONET AG, CHE-241.316.938, (SYMBIONET or we) operate – under the designation “SYMBIOCOMMERCE” – a B2B platform (the Platform or SYMBIOCOMMERCE). The Platform enables the presentation, exchange and sale of certain products (the Goods and Services) by Suppliers to retailers (Merchants), who distribute the Goods to commercial customers, as well as the sale of Goods directly from Suppliers to clients or the purchase of Goods for personal use by Users (Customers).
The Platform is an online marketplace. Access to the Platform is web-based and/or via a mobile application (App).
Please read these Terms of Use carefully before using SYMBIOCOMMERCE. By using SYMBIOCOMMERCE, you agree to be bound by these terms and conditions.
1.1 General
These Terms of Use apply to all Services and offers available on the Platform as well as to all related activities on the part of Users (referred to below as the User(s) or you etc.).
SYMBIONET is entitled to amend these Terms of Use at any time by sending an email or push message to the User, giving 30 days’ notice to the end of a month. The amendment will be considered to have been accepted if the User does not object to it within 30 days of the notification being sent. In the event of an objection, SYMBIONET will notify the User without delay whether the agreement will lapse at the end of the 30 days following notification, or whether the unchanged Terms of Use will continue to apply to the User.
Coordinated Universal Time («UTC») shall apply to all legal relationships in connection with the use of the Platform. The agreements concluded via the Platform are each provided with a time stamp according to UTC, according to which the time of the conclusion of the contract in particular, but also its termination are determined.
1.2 Possibilities of use
The Platform enables various possibilities of use. The possible uses depend on whether Users actively participate in the App or the web-based Platform and how they use the Platform.
The User can use the Platform
In addition to the presentation and sale of their own Goods and Services, the Platform enables Users to purchase Goods and Services from other SYMBIOCOMMERCE Users for their own use or for resale via SYMBIOCOM-MERCE, or to offer their own Goods and Services for resale to other SYMBIOCOMMERCE Users. Users are active on the Platform as:
One and the same User can use several Services and thus have various roles (Supplier and/or Merchant and/or Customer), depending on how the Platform is used.
Users decide themselves who should have access to their Goods and Services and who can present and sell them. Without the appropriate access rights, the User’s Goods and Services are not visible to other SYMBIOCOMMERCE Users and third parties. In the “SYMBIO Network” area of the web-based Platform, Users can also offer their Goods and Services to other SYMBIOCOMMERCE Users for resale on SYMBIOCOMMERCE and/or purchase them for their own use, as well as obtaining Goods and Services from other Users for resale on SYMBIOCOMMERCE or for their own use.
Contracts concluded with other SYMBIOCOMMERCE Users via the “SYMBIO Network” for the purchase, sale or resale of Goods and Services are governed by the agreement concluded between the Users. The resale can either be based on the relevant product quantities and prices available on the Platform, or be de-termined differently by means of an individual agreement.
2.1 The Platform
We strive to continuously improve the Platform and to adapt it to your needs and requirements. However, we reserve the right to change or discontinue features of the Platform at any time without prior notice. We will attempt to notify you of any change or discontinuance of Services by posting a notice to that effect on the Platform or by email.
The Platform, including all its content, is provided without any warranty of any kind and all liability is expressly excluded to the extent permitted by law (see also Section 9). We hereby exclude all representations and warranties (in particular regarding material defects and defects of title). We neither represent nor warrant that the information and content made available on or via the Platform (by us or the Users) is complete or error-free. Users acknowledge that downloading or obtaining information and content from the Platform is entirely at their own discretion and risk.
2.2 Availability, maintenance and support
SYMBIONET endeavours to keep the Platform available at all times. However, occasionally the Platform or parts of our Services may be temporarily unavailable for various reasons.
Maintenance work affecting the operation of the Platform will, as far as possible, be carried out at off-peak times and, where possible, notified in advance by email, via a status page or by other suitable means.
SYMBIONET offers support for technical questions regarding the use of the Platform. Support requests to SYMBIONET are to be sent by email to the address given on the web-based Platform or the App.
2.3 Offer of Goods on the Platform
The Platform is in principle open to Users who operate in the area of the Platform’s product range. Users are only authorised to use the web-based Platform and/or the App after they have been approved by SYMBIONET. Approval as a User does not constitute a claim to permanent use of the Platform.
Goods or Services only become available on the Platform after they have been activated by SYMBIONET. It may take up to 48 hours after activation before Goods or Services can be selected by Users. There is neither a claim to the activation of Goods or Services nor to the justification of a possible rejection or re-moval of Goods or Services.
We have the right but not the obligation to verify or review any information or materials activated, transmitted or made available on the Platform by any User.
We remain entitled to remove Goods or Services from the offer on the Platform at any time without prior notice, insofar as this is necessary to protect the attractiveness or quality of the Platform or for other reasons, or if the User is in default with payments to SYMBIONET.
2.4 Conduct of Users
We endeavour to prevent misuse of our Platform by Users, but we cannot exclude the possibility of such misuse. Any accordingly related liability on our part is hereby excluded. Furthermore, we are not liable for the online or offline conduct of Users and accept no responsibility or liability for their conduct or for the information/materials provided by Users.
In all cases we reserve the right, at our sole discretion, to conduct investigations into the use of our Platform and to take appropriate action against anyone who
In such cases, we expressly reserve the right to remove the information/Goods/Services posted by Users from the Platform immediately and without prior notice, and to block the User concerned from any future use of the Platform.
3.1 Complete and up-to-date information
The User undertakes to keep all personal details up to date, accurate and complete. The User’s representative has to be at least 18 years old. The representative of a legal entity has to be authorised by that legal entity to use the Platform or have a corresponding power of representation.
In addition, he/she undertakes to immediately update all information relevant for the use of the Platform.
3.2 User content
We enable Users to upload information and images to the Platform which are then made available for other Users of the Platform to access.
Each User is solely responsible for uploading, transmitting and/or making available messages, communications, texts, information, images and other content (referred to as User Content) on or via the Platform. Any liability of SYMBIONET due to possible copyright infringements etc. by Users is expressly excluded (see also Section 5).
Users are solely responsible, and at their own expense, for the creation of backup copies of the User Content they upload or store on the Platform. Any liability on our part due to loss of data is explicitly excluded.
3.3 Standards of conduct
You represent and warrant that you will not violate applicable Swiss law and, in particular, that you will not make available on the Platform any User Content of any kind that infringes the rights of third parties or contains unlawful material. In particular, you undertake not to use the Platform for the following activities:
You are required to handle your user account on the Platform with care and in particular to prevent its use by unauthorised persons. Users may only use their access data themselves. The disclosure of access information to third parties is prohibited. In relation to SYMBIONET, all acts which are performed using a user account will apply as acts by the correspond-ing registered User.
3.4 Dealing with other Users
As a User, you are solely responsible for your dealings with other Users. Contracts concluded with other SYMBIOCOMMERCE Users via the “SYMBIO Network” for the purchase, of Goods and Services are governed by the agreements made between the Users and the law applicable to the con-tractual relationship between them. As the provider of the marketplace, SYMBIONET is not a party to these contractual relationships. SYMBIONET explicitly excludes any liability for the individual agreements made between the users (e.g. with re-gard to warranty, delays in delivery, force majeure, etc.).
After receipt of an order, communication takes place directly between Users outside the Platform. This applies in particular to warranty cases and returns. We do not check the communication between Users.
Users undertake to act in good faith towards each other.
Users themselves determine the sales prices for the Goods and Services they sell or distribute via the Platform.
The relevant costs for Users of the Platform as well as the payment terms can be seen in Annex 1. SYMBIONET is entitled to adjust the costs at any time by email or push message to the User by giving 30 days’ notice to the end of a month. The costs, as amended from time to time, form an integral part of these Terms of Use.
You hereby grant us a free, unrestricted, irrevocable, perpetual, non-exclusive, sub-licensable, transferable and worldwide licence (with the right to sub-license) to use (including reproduction, distribution and any adaptation including translation) the User Content or any part thereof for any (currently known or unknown) commercial or other purpose (including advertising) in connection with the Platform.
You can remove your User Content from the Platform at any time. However, the licence granted above will survive the removal of your User Content. You specifically acknowledge that we may retain archived copies of your User Content and that the licence granted above will continue to be effective for the archived User Content.
You represent and warrant that you have the right to grant this licence and agree to fully indemnify SYMBIONET against all claims under this section.
The Platform contains content and technology of SYMBIONET which may be protected by intellectual property rights such as copyrights. You hereby acknowledge that, except for the limited rights of use granted in these Terms of Use, all rights and claims to the Platform and the content made available on it by us remain with us or any third-party affiliates.
We undertake to comply with applicable data protection laws. We warrant that (i) personal data transmitted or received in connection with the Platform will only be processed as necessary for the operation and use of the Platform and for the fulfilment of contractual relationships with Users and (ii) personal data will not be used for advertising purposes without the consent of the party concerned.
SYMBIONET may use commissioned data processors in Switzerland and abroad to operate the Platform.
For details, please refer to the Privacy Policy.
SYMBIONET is entitled to use the name of the User to advertise the Platform and for information to other Users and, where necessary, to use the User’s protected trademarks (e.g. company name, brand name and logo).
9.1 Liability on the part of SYMBIONET
To the fullest extent permitted by law, SYMBIONET excludes all liability for any damage arising out of or in connection with the use of the Platform. In particular, SYMBIONET will not be liable for any damage caused by slight negligence. We will only be liable for damage caused intentionally or by gross negligence. Liability on the part of vicarious agents is excluded in its entirety.
9.2 Liability on the part of Users
As a User, you are solely responsible for your use of the Platform and all related actions, including your interaction with other Users.
SYMBIONET is merely the provider of the marketplace between Users. SYMBIONET is in no way a party to any contractual relationship between Users.
You agree to indemnify SYMBIONET and its directors, officers, agents, contractors, partners and employees against all claims, costs and expenses, including reasonable legal fees, arising in connection with your use of the Platform or your conduct towards other Users.
The contractual relationship between SYMBIONET and the User may be terminated by either party at its discre-tion by giving notice to the end of any month. SYMBIONET reserves the right to terminate the contract without notice at any time for good cause.
In the event of termination, the User will be obliged to delete all installed software immediately. The User will be entitled neither to financial compensation nor to support during the transition.
Platforms and websites linked to our Platform are not checked or monitored by us for accuracy, appropriateness or completeness. We accept no liability for Platforms and websites accessed via links from the Platform.
If any provision of these Terms of Use or the contents of a supplement integrated into the Terms of Use is or be-comes invalid, this will not affect the validity of the remaining Terms of Use. The invalid provision will be replaced by a valid provision that comes as close as possible to the intended commer-cial purpose of the invalid provision. The same will apply to any omissions in the Terms of Use.
In the event of disputes, Swiss substantive law will apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
In the event of disputes, the competent courts at the registered office of SYMBIONET, currently at Mittelstrasse 18, 8008 Zurich, will have jurisdiction.
Only the German version of these Terms of Use is legally binding. The English translation is provided for information purposes only. In the event of any ambiguities and/or contradictions between the German and English versions of these Terms of Use, the German version shall therefore be exclusively binding.
1.1 Use of SYMBIOCOMMERCE
The following User fees are charged monthly for the purchase of SYMBIOCOMMERCE services (Platform and/or app):
Usage fees will be invoiced monthly by email.
1.2 Further Services
Users can set up the Platform themselves free of charge using the functions provided by the Platform (own administration).
We offer support in setting up and/or data preparation. These services and other services such as training on the platform are charged to the User according to expendi-ture. Daily rates are in accordance with the current price list.
A minimum of half a day’s rate is charged.
All charges are shown exclusive of VAT.
Fees are invoiced by email after activation (set-up fee) and/or monthly (daily rates for additional services provided, training).
1.3 Period for payment and interest on arrears
The invoice amount is payable in each case without deduction 14 days after the invoice is sent. Upon expiry of this period, the User will be in default without a default notice. If SYMBIONET nevertheless issues a default notice, a fee of 20 EUR / 20 CHF will be charged per default notice. Default interest of 5% per year will be charged. The User waives any right of set-off. The User waives any right of set-off.
Status: January 1, 2024
