Movable Solutions GmbH – SaaS Service: Textmarvel (Textmarvel.com)
Status: March 2025
1. Preamble and Contracting Parties
1.1 These General Terms and Conditions govern the contractual relationship between Movable Solutions GmbH, represented by its registered office at Chaltenbodenstrasse 6f, 8834 Schindellegi SZ, Switzerland (hereinafter referred to as “Provider”), and the contracting party (hereinafter referred to as “Customer”).
1.2 By entering into the contract and using the SaaS service for the first time, the Customer expressly agrees to these terms.
1.3 Any collateral agreements or individual arrangements must be made in writing and form part of this contract.
2. Definitions
2.1 SaaS Service: All services provided by the Provider over the Internet as part of the “Textmarvel” service, in particular the provision of the software as an online application.
2.2 Textmarvel Software: The software solution, including all updates, extensions, bug fixes, and additional modules provided via the Internet platform.
2.3 Usage Right: The non-transferable right granted to the Customer for the exclusive internal use of the Textmarvel Software.
2.4 Subscription: The contractually agreed use of the SaaS service on a monthly or annual basis.
2.5 Support: The ticket-based online support through which the Customer submits technical inquiries and reports issues to the Provider.
3. Scope and Service Description
3.1 Scope: These conditions apply to all services provided by the Provider within the framework of the SaaS service “Textmarvel”. Deviating, conflicting, or supplementary conditions provided by the Customer do not apply unless the Provider has explicitly agreed to them in writing.
3.2 Service Description:
a) The Provider makes the Textmarvel Software available to the Customer via secure remote access.
b) Usage is carried out without local installation, via an encrypted Internet connection.
c) The scope of services includes regular software updates, extensions, bug fixes, measures to protect the Customer’s data, as well as ticket-based support.
d) Additional services may be agreed separately.
4. Granting of the Usage Right
4.1 The Provider grants the Customer an exclusive, non-transferable, and non-sublicensable usage right to the Textmarvel Software, limited solely to internal use.
4.2 Sharing of access data, duplication, or any other use beyond the contractually provided framework is prohibited.
4.3 The granted usage right expires upon termination of the contract or cancellation of the subscription.
5. Customer’s Obligations
5.1 The Customer is obliged to provide a functioning technical infrastructure, in particular a stable Internet connection and an up-to-date computer system.
5.2 All access data, passwords, and authentication information must be treated as strictly confidential. In the event of loss or unauthorized use, the Customer must notify the Provider without delay.
5.3 The Customer must take all appropriate measures to prevent unauthorized access to their data or access credentials.
5.4 Implementing backup strategies, including backup measures, is solely the responsibility of the Customer.
6. Compensation, Billing, and Payment Terms
6.1 Compensation Model:
a) The use of the SaaS service is exclusively based on a subscription or a one-time payment.
b) The payment processing system Paddle is used as the payment processor.
6.2 Payment Mode:
a) Fees due will be automatically debited at the beginning of each billing period.
b) All payments shall be made in Swiss francs (CHF) or in other currencies accepted by Paddle, net.
6.3 Credit Quota:
a) Upon subscribing, the Customer is allocated a credit quota, the extent of which depends on the chosen payment model (monthly or annually).
b) Unused subscription credits expire after 30 days without the right to a refund. Credits purchased via one-time payment may have a longer validity period, which will be indicated in the system.
6.4 Set-off of Claims:
Internal set-off of claims takes place only for mutually recognized or legally established claims.
6.5 Late Payment:
In the event of delayed payments, default interest at the statutory rate will apply, as permitted by law. Additionally, the Provider reserves further rights in the event of late payment.
6.6 Price Adjustments:
a) The Provider reserves the right to adjust the credit prices for internal services at any time without prior notice.
b) Increases in subscription fees will be communicated to the Customer at least 7 days in advance by email. The adjusted prices will automatically apply from the next billing period unless the Customer cancels beforehand.
c) Continued use of the service after the new prices become effective is regarded as acceptance of the changes.
7. Ownership Rights, Copyright, and Protective Rights
7.1 All intellectual property and protective rights to the Textmarvel Software remain with the Provider or its licensors.
7.2 The granted usage right does not confer any other ownership rights to the Customer regarding the software or its components.
7.3 Data and work results generated by the Customer remain the property of the Customer.
7.4 The Customer undertakes to indemnify the Provider against any third-party claims resulting from non-compliant use of the software.
7.5 The Provider assumes no liability for content created by the Customer using the Textmarvel Software. The Customer is solely responsible for the lawfulness of the content generated, particularly regarding compliance with copyrights, trademarks, personal rights, and other protective rights of third parties. The Customer shall hold the Provider harmless against any third-party claims arising from the creation, use, or distribution of content generated via the Textmarvel Software.
7.6 The Textmarvel Software strictly prohibits the generation of content that could infringe on personal rights or create misleading representations. This includes, but is not limited to: (a) generation or manipulation of human faces, whether realistic, cartoon, or stylized, without explicit consent from the depicted individuals; (b) creation of celebrity likenesses or representations of real persons without their authorization; (c) use of voice synthesis that mimics specific individuals without permission; (d) manipulation or generation of new content using uploaded images, videos, or voice recordings of individuals without their consent; and (e) transfer or application of facial features between images. Any violation of these restrictions may result in immediate account suspension and potential legal consequences. The Customer bears full responsibility for adhering to these content generation guidelines and will indemnify the Provider against any claims arising from non-compliant use.
8. Warranty and Liability
8.1 Warranty:
a) The Provider supplies the contractual services with professionally qualified personnel and in accordance with generally accepted industry standards.
b) Any material defects shall be considered defects under statutory provisions, entitling the Customer to re-performance, a price reduction, or, if legally permissible, withdrawal.
8.2 Liability:
a) The Provider is liable for direct material and financial damages resulting from intentional or grossly negligent conduct without limitation.
b) In cases of simple negligence, the Provider is liable only for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the typically foreseeable damage, but not more than the sum of fees paid in the last twelve months.
c) Indirect damages, consequential damages, lost profits, data losses, or any other indirect damages are excluded as far as legally permissible.
8.3 Liability for Vicarious Agents:
The liability for the actions of vicarious agents is equivalent to that of the Provider.
8.4 Indemnification:
The Customer indemnifies the Provider against all third-party claims arising from improper or non-compliant use of the Textmarvel Software.
9. Data Protection and Confidentiality
9.1 Data Protection:
The processing of personal data is carried out in accordance with relevant Swiss data protection laws, particularly the Federal Act on Data Protection (FADP).
9.2 Purpose Limitation:
Collected data is used exclusively for fulfilling contractual services, providing customer support, and further developing the SaaS service.
9.3 Confidentiality:
Both parties agree to treat all non-public information, including the content of these contractual conditions, as strictly confidential. This obligation remains in effect even after the contract ends.
9.4 Data Transfer:
The transfer of personal data to third parties will only occur if it is necessary for contract fulfillment or if the Customer has given explicit consent beforehand.
10. Service Level Agreement (SLA) and Technical Availability
10.1 System Availability:
The Provider undertakes to achieve a minimum availability of the Textmarvel Software of 95.0% per calendar month, excluding periods affected by scheduled maintenance or unavoidable technical disruptions.
10.2 Maintenance Windows:
The Provider reserves the right to conduct maintenance at its discretion. Scheduled maintenance will be announced at least 48 hours in advance, insofar as technically feasible.
10.3 Unforeseen Outages:
In the event of unforeseen technical disruptions, the Provider commits to restoring the service, typically within 24 hours. Recovery time frames do not constitute grounds for claims for damages unless gross negligence or willful misconduct is demonstrated.
11. Ticket-based Support
11.1 Support Contact:
All support inquiries must be submitted exclusively via the online ticket system provided by the Provider.
11.2 Response Times:
In the case of urgent issue reports, the first response is usually provided within one business day.
11.3 Extended Support Services:
Additional support services, such as telephone consultation or preferential treatment, require a separate written agreement.
12. Contract Duration and Termination
12.1 Effective Date:
The contract becomes effective upon successful registration and activation of the subscription via the Paddle payment system.
12.2 Contract Duration:
The contract is concluded as a subscription, with the Customer choosing between monthly and annual billing.
12.3 Regular Termination:
The Customer may cancel the subscription at any time via the Textmarvel Software. Cancellation becomes effective at the end of the current billing period. Prepaid fees will not be refunded.
12.4 Extraordinary Termination:
Both parties are entitled to terminate without notice in the event of significant breaches of contract. Termination without notice does not affect any claims for damages.
12.5 Consequences of Termination:
Upon termination of the contract, all usage rights of the Customer cease. Any existing data will be retained for a period of 30 days from the termination date for backup purposes, unless otherwise agreed. The Customer may export all data stored via the Textmarvel Software in a common, machine-readable format during this period. After this period, the data will be permanently deleted.
13. Force Majeure
13.1 Definition:
Force majeure refers to all unforeseeable events beyond the reasonable control of both parties, such as natural disasters, war, governmental actions, telecommunications network failures, or strikes.
13.2 Effects:
In the event of force majeure, both parties are released from their contractual obligations for the duration of the event. The Provider will notify the Customer immediately of the occurrence and the estimated duration of the disruption. If the event lasts for more than 30 days, both parties are entitled to terminate the contract with immediate effect.
14. Contract Amendments and Communications
14.1 Written Form:
Any changes or additions to this contract must be made in writing. Oral side agreements are void.
14.2 Communications:
All communications related to this contract shall be sent in writing to the addresses provided at the time of contract conclusion or by email to the designated contact addresses. A postal communication is deemed received once delivered to the recipient. Emails are considered delivered on time provided that no bounce-back is received.
14.3 Severability Clause:
Should any provision of this contract be or become invalid, the validity of the remaining provisions remains unaffected. The parties agree to replace the invalid clause with a provision that most closely reflects the intended economic purpose.
15. Assignment and Transfer
15.1 Any transfer of rights and obligations under this contract to third parties requires written consent from both parties, unless mandatory statutory provisions provide otherwise.
15.2 The Provider reserves the right to transfer the contract to affiliated companies in the context of corporate restructuring or sales.
16. Applicable Law and Jurisdiction
16.1 Applicable Law:
This contract is governed by Swiss law, excluding international private law and conflicting rules on conflicts of law.
16.2 Jurisdiction:
The exclusive jurisdiction for any disputes arising from or in connection with this contract, as far as legally permissible, is the registered office of Movable Solutions GmbH.
16.3 Alternative Dispute Resolution:
Before pursuing legal claims, both parties agree in good faith to attempt to resolve disputes through extrajudicial means, such as mediation or arbitration.
17. Final Provisions
17.1 Entire Agreement:
This contract, including all annexes and supplementary provisions, constitutes the final agreement between the parties and supersedes all previous oral and written agreements.
17.2 Side Agreements:
Any changes or additions to this contract must be made in writing.
17.3 Independence of Contract Provisions:
Should any provision of this contract be determined to be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The parties agree to adopt a substitute provision that most closely reflects the economic purpose of the invalid provision.
17.4 Final Clause:
By using the SaaS service for the first time, the Customer unconditionally declares themselves bound by these General Terms and Conditions.
