General Terms and Conditions (GTC) of HOOP Corporate Services SA for the use of the Hoop account and its services
1. General information
1.1 These are the General Terms and Conditions (GTC) of HOOP Corporate Services SA, Heiligkreuzstrasse 5, 9008 St. Gallen, Switzerland (HOOP) for the use of the Hoop account and its services as a Software as a Service (SaaS) solution, to support the incorporation and mutation of companies in Switzerland as part of a digital process.
1.2 For this purpose, you must accept these GTC and take note of HOOP’s privacy policy (click the checkbox when registering). The contractual relationship between HOOP and the company as the owner of the Hoop account (Owner) begins with registration for a Hoop account, at the latest with the use of a HOOP service (possibly after renewed acceptance of the GTC when logging into the Hoop account) under the following provisions. The offer is aimed exclusively at companies, not consumers
1.3 The registrant confirms that he/she is of legal age and has the necessary business capacity resp. legal capacity for the company with its registered office in Switzerland for which he/she is opening the Hoop account on behalf of and by proxy. The opening of a Hoop account or the intended establishment or mutation of a company without a registered office in Switzerland is not permitted. Such accounts are rejected or deactivated by HOOP. The Owner bears the risk of insufficient authorisation to represent the company or a lack of legitimation on the part of its employees.
1.4 These GTC do not affect other provisions that apply to the use of software, applications, or services, including those of third-party providers, when using the services of HOOP and apply in addition to these provisions.
2. Hoop account, Owner, Users, and services of HOOP
2.1 A Hoop account can be registered directly via the HOOP website or via third-party software. After successful registration, a Hoop account is opened. This can be used by the Owner for his company for incorporation and mutation or the Owner (as trustee, lawyer, or consultant) can use it for incorporations or mutations on behalf of his own clients.
2.2 The prerequisite for opening a Hoop account is the prior opening of a DeepBox (HoopBox) with DeepCloud AG and the verification of the company by its authorised representative(s), by means of qualified electronic signature(s) (QES), using the DeepSign service. In addition, the specified DeepCloud subscriptions are required for the HoopBox and for the use of DeepSign.
2.3 If an Owner uses the HOOP account and the services of HOOP for his customers, he confirms that he has full power of representation to use the services offered by HOOP for his customers. In particular, he confirms that he is authorised to transmit all relevant information and documents on behalf of the customer to HOOP and third-party providers that need to be involved in the incorporation or mutation of a company and that he has the corresponding powers of attorney. There is no contractual relationship between HOOP and the Owner’s customer.
2.4 The login to the Hoop account is password-protected. In case of a login via a third-party provider, the provisions of the third-party provider are applicable. It is possible for all domain email addresses registered for a Hoop account to be assigned to the company’s Hoop account.
2.5 After registration and login, the services of HOOP can be used by the Owner and his authorised users (Users).
2.6 All contract-relevant information about the Owner and its Users must always be correct, truthful and up to date. HOOP may demand proof of the accuracy of this information or carry out checks itself.
2.7 Before HOOP carries out a change of ownership, the consent of the old and the new Owner must be given by the authorised representatives (in written or electronic form).
2.8 Contract-relevant information (such as invoices, reminders, service or contract changes, information on the operation of the Hoop account) can be sent to the Owner by post, to the e-mail address provided, to his Hoop account or through another legally valid manner.
2.9 Users are given access to the Hoop account and services by the Owner and can be assigned different rights depending on the user group. The Owner will only grant access to the Hoop account to authorised Users and he is responsible for managing or revoking existing authorisations. In addition, other authorised persons can access content shared via a link. The Owner is fully responsible for the use of the Hoop account and the services of HOOP as well as for the (mis)behaviour of its Users (including its administrators).
2.10 HOOP’s services include assisting the Owner with the incorporation of a company or its mutation. The Owner can use the services of HOOP for his own company or for his customers. The Owner is solely responsible for the contractual relationship between the Owner and his customers, even if he grants them access to the Hoop account as a User.
2.11 In certain cases, the identification of a person or the verification of the company is required. This entails an exchange of data and transmission of the result of the identification or verification between HOOP and the company carrying out the identification or verification.
3. Scope of use
3.1 HOOP’s services include the offer to use the Hoop account and the provision of its services.
3.2 Various services can be utilised within the Hoop account. They lie in the digital support of the Owner when incorporating or mutating a company with its registered office in Switzerland. They enable the creation of information and documents, their management, and their subsequent transmission.
3.3 HOOP’s services include the necessary provision of the required software and sample documents, the import of content, the transmission and receipt of information and documents to and from the parties involved in the respective process (such as a notary, notary public, commercial register) and, if necessary, the intervention of a notary or notary public.
3.4 HOOP provides the necessary infrastructure (hardware and software) and content (such as sample documents). The Owner is not entitled to continuous updates or extensions of HOOP’s services, which it may change or terminate at any time. The Owner accepts that the Hoop account will be operated in the same release for all Owners and updated at the time specified by HOOP.
3.5 HOOP does not guarantee the uninterrupted availability of the Hoop account or its services and is not responsible for the successful incorporation or mutation of a company and its registration in the commercial register, as these are dependent on the provision of services or official acts of third parties and therefore are outside the control and responsibility of HOOP. Notarisation or authentication by notaries and notary publics as well as entry in the commercial register may be refused by these. If HOOP has already provided its services, it is entitled to its remuneration and the Owner is not entitled to renewed performance or to reimbursement of remuneration already paid.
3.6 HOOP ensures that the Owner can enter the required information for an incorporation or mutation in the form as provided by HOOP. HOOP only offers the documents provided as part of its services. If additional ones are required, the Owner will provide them.
3.7 To establish company forms other than sole proprietorships, it is possible to open a capital contribution account with a bank or financial services provider. If the Owner has opted for the services of a bank or of a financial service provider when using HOOP’s services, a bank account will be opened for the Owner as the opener, into which the capital of the company to be incorporated is to be paid. The bank or financial services provider may assume that the Owner has obtained and duly documented the client’s consent to the opening of such a capital deposit account. He acknowledges that they are authorised to carry out checks in this regard. The Owner receives information with payment instructions for the capital deposit account by e-mail, whereby the required amount must be transferred immediately and in accordance with the instructions received. If the Owner or customer does not wish to independently transfer the capital to the opened business account, HOOP will request the necessary information from the Owner to complete the transfer (e.g. IBAN and authorising persons). Once the confirmation of the capital and the signed documents have been received, HOOP forwards them, with power of attorney, to the notary or notary public for the public notarisation of the incorporation of the company.
3.8 If none of the services provided by a bank or financial service provider are used when using HOOP’s services, the Owner must send the required bank confirmation to HOOP directly via the form or later by e-mail.
3.9 Once all the required information has been provided, the form can be sent, and the payment confirmed. HOOP will contact the Owner if any information is missing. Otherwise, the corresponding documents are created and saved in the Owner’s HoopBox. The documents are then sent to the required persons for signature via QES using DeepSign. Once they have been signed using DeepSign, the documents are stored in the HoopBox provided for this purpose.
3.10 Once all the necessary information and documents are available, the application for registration of the company can be sent to the relevant commercial register office.
3.11 HOOP does not guarantee the owner that all services required by the owner will be performed correctly, promptly or completely by banks, financial service providers, signature services, notaries, notary publics or commercial registers, nor that the information and documents provided by the Owner to the third-party providers will be correctly and completely checked and processed by them and submitted to the commercial register office or to other authorities and filed for notarisation, incorporation or mutation of a company so that registration or mutation can take place.
3.12 The documentation provided for the incorporation or mutation of a company is prepared exclusively using the information provided by the Owner. The Owner expressly acknowledges that HOOP does not provide legal or tax advice and that HOOP’s liability in this respect is excluded.
3.13 HOOP services can be offered free of charge (as with a test environment of a Hoop account) or for a fee at its discretion. If a chargeable service is used, the Owner undertakes to pay the stated prices. If chargeable services of third-party providers (such as commercial register, notary, notary public, bank, software provider) are utilised, these must be paid for separately by the Owner.
3.14 Details of HOOP’s services, their scope of use and their prices are listed when using a HOOP service. The Owner is aware of the essential scope of services and clarifies for himself whether they meet his requirements. He recognises them as proper, appropriate and suitable for the fulfilment of the contract.
3.15 HOOP will only check content posted by the Owner or its Users for its lawfulness or legality if it is obliged to do so by law or the courts. To the extent possible and permissible, DeepCloud will inform the Owner of any such review in advance. In such a case, HOOP may be obliged to hand over content or grant access to it. HOOP will exhaust the appropriate legal remedies available to it for legal defence.
3.16 HOOP may engage qualified third parties (such as auxiliary persons and substitutes) for the provision of its services, which the Owner hereby authorises.
3.17 When entering business data, it is possible to use an “auto-complete” function. Misuse of that function, e.g. to make unlawful use of the address data, is prohibited. In the event of infringement, HOOP may terminate the contractual relationship with the Owner, demand the deletion of the data and claim damages.
3.18 Upon request, HOOP can provide a test environment for the Hoop account. To the extent permitted by law, HOOP excludes any warranty and liability for the use of the test environment.
4. Third-party services
4.1 HOOP’s services do not include services from third-party providers (such as commercial registers, notaries, notary publics, banks, financial service providers, software providers, trust service providers) that are required for the use of HOOP’s services and which are available when they are used, such as the hosting of documents (such as HoopBox), the electronic signing of documents (such as DeepSign), the payment of founding capital for legal entities or the notarisation or authentication of documents by notaries or notary publics.
4.2 For HOOP to provide its services, the Owner must use the required services of a third-party provider and fulfil the corresponding requirements (such as providing the necessary documents, e.g. to prove his identity and residence or the origin of the founding capital, as well as to fulfil other disclosure obligations, the payment of the founding capital or the signature of the required documents).
4.3 Third-party services can be used if the relevant requirements are met. Separate fees as well as contractual and data protection provisions apply, which the Owner accepts upon their activation or use. HOOP is in no way involved in these contractual relationships and excludes all warranty and liability in this respect.
4.4 If (chargeable) services of a third-party provider are utilised by its Users when using the services of HOOP, this is done on behalf of the Owner. HOOP assumes that authorisation has been granted by the Owner. All costs of these third-party providers are to be reimbursed by the Owner.
4.5 HOOP does not guarantee the uninterrupted availability of these third-party services when using HOOP’s services. Both the third-party services and HOOP’s services are subject to maintenance or business hours, which may result in service interruptions.
4.6 HOOP is not liable for any disadvantages suffered by the Owner, its Users or customers as a result of these interruptions.The holder acknowledges that any electronic signatures required must be submitted in accordance with the requirements (such as the signatory’s place of residence in Switzerland, the EU, or the EEA), as they may have different effects depending on the type of signature and any existing formal requirements must be fulfilled. HOOP has no influence on how the signature services of the third-party provider are used and provided and it is not responsible for which type of signature is selected, how the process of obtaining a signature is determined and whether these are provided promptly (including prior identification of the signatory) for the Owner.
4.7 When using the services of HOOP, the services of banks and financial service providers can be utilised to open the capital deposit account. The Owner acknowledges that HOOP acts only as an intermediary in the communication between the Owner and the Bank or financial services provider and that it is not a party to the negotiations or the contractual relationship concerning these services.
4.8 If third-party services are used, information and documents are exchanged between the respective parties, so that HOOP and them can provide their services. Each participant is responsible for ensuring the data processing and security of the data in their respective spheres of activity, in accordance with the agreed provisions. HOOP enables this exchange through interfaces to the third-party providers without being involved in the services of the third-party providers or having any influence on their services. The Owner hereby grants HOOP and the respective third-party providers his consent for this exchange and expressly authorises the respective parties to access and process the information and documents when using the services.
4.9 HOOP may change, restrict, suspend or (permanently) terminate the use of such third-party services as part of the Hoop services if there are legitimate reasons for doing so. HOOP will exercise this right without delay, in particular in the event of anomalies in access behaviour, disruptions, dangers, restrictions on other systems, (urgent) maintenance work, breaches of data security or other emergencies, unusual attacks, breaches of contract or for comparable reasons, as well as in cases of force majeure.
4.10 To ensure that the HOOP service can be provided efficiently, the Owner is obliged to use the services of the third-party providers required and made available for the respective HOOP service. Only if the services of a bank or financial service provider are required may the necessary service be used with such a third-party provider. The required documents (such as a bank confirmation, signed documents) must be sent to HOOP separately (directly via the form provided or by e-mail).
5. Obligations of the Owner and the Owner’s Users
5.1 The incorporation or mutation of a company in Switzerland requires the co-operation of many parties, including the necessary services of the Owner.
5.2 The obligations to co-operate of the Owner, its Users and its customers are the main performance obligations. If these are not provided correctly, in full or on time, HOOP cannot provide its services or cannot provide them as agreed. For this reason, it is essential that they fulfil their obligations under these GTC and use the services provided by HOOP in accordance with applicable Swiss law.
5.3 They will actively and timely co-operate in all actions necessary to provide the services of HOOP and the Third-Party Providers that are required when using the Service. HOOP is not liable for delays or other inadequacies in the provision of services if these are due to the failure to fulfil existing duties of care and cooperation.
5.4 Should the Owner or its Users fail to fulfil their obligations, any warranty and liability of HOOP in relation to its services is excluded to the extent permitted by law. Furthermore, failure to comply with existing obligations may result in additional costs that are borne exclusively by the Owner and may have criminal consequences for the Owner or its Users.
5.5 The Owner ensures that its Users also comply with these GTC, where applicable, and will indemnify HOOP against all claims by third parties arising from any use of the Hoop account and the services by the Owner and his Users in breach of contract or unlawful use.
5.6 The Owner trains his Users to use the Hoop account and the services of HOOP properly and to the extent granted and he prevents misuse of the services by him and his Users (e.g. no viruses or SPAM messages).
5.7 They ensure that the requirements for the secure use of HOOP’s services (such as protection of their own systems and end devices against misuse, attacks and malware; guaranteeing sufficient access protection using strong passwords, changing passwords if necessary, logging off after use) are met in accordance with the state of the art.
5.8 They will inform HOOP immediately of any disruptions in use or anomalies and provide any support services required to rectify the disruption or to block the Hoop account or services.
5.9 The Owner is responsible for assessing the requirements of the laws and regulations applicable to its business activities. HOOP assumes no responsibility for the suitability of its services for compliance with laws and regulations applicable to the Owner.
5.10 The Owner is responsible for deciding which content and documents are processed and stored in the Hoop account and when using the services and whether the data security offered by HOOP is sufficient for him.
5.11 The Owner is solely responsible for the incorporation and mutation of the companies and the related information and documents. He must independently check that the use of HOOP’s services fulfils the necessary requirements and that no third-party rights, in particular intellectual property rights, such as trademark or naming rights, are infringed through the choice of the company to be mutated or incorporated. The customer is responsible for carrying out a prior independent check in this regard. HOOP disclaims all warranty and liability if an incorporation or mutation is rejected due to a breach of such duties of examination or due to the rights of third parties, e.g. by the notary, the notary public, or a commercial register. In such a case, the Owner shall nevertheless owe the remuneration for services rendered by HOOP, or third-party providers already involved.
5.12 The Owner and his Users are well versed or have received expert advice on the incorporation and mutation of companies, their requirements for entry in the commercial register and related legal issues. They enquire beforehand what the requirements are for incorporating or mutating a company and its registering in the commercial register, so that they can fulfil all the requirements completely and correctly when using a service. By using the services of HOOP and the respective third-party providers, it is confirmed that the Owner and its Users have the relevant knowledge.
5.13 The Owner undertakes to ensure that the documents required for the incorporation or mutation of companies are provided by the persons required in each case, including that the required QES are valid and recognised under Swiss law. He hereby confirms that all such signatures will be available to the extent necessary for the provision of the services.
5.14 Before any information and the documents generated from it will be released to HOOP and the respective third-party providers for further processing, their content must be checked by the Owner or its Users, to ensure that it is correct, up-to-date, complete, and lawful, that the required QES are valid, that the content complies with Swiss legal requirements and does not infringe any third-party rights (including intellectual property rights) or statutory provisions. The Owner or its Users do also carry out check whether an identical company is already entered in the commercial register and whether there is a risk of confusion with any existing company names which could prevent an entry into the commercial register. The Owner acknowledges that HOOP does not carry out any legal review of the information and of the documents provided nor of the validity and conformity of the QES.
5.15 The Owner finds out about the additional costs of a commercial register entry, which depend on the commercial register, the chosen legal form, and the type of entry. Depending on the complexity and the workload of the competent commercial register office, registration can take between 5 and 60 days.
5.16 The Owner enquired beforehand whether and when it is possible to commence the company’s business activities prior to the published entry in the commercial register. Under certain circumstances, an anticipated extract from the commercial register must be ordered from the cantonal registrar against payment of a fee, so that a company which is to be incorporated can dispose of the share capital deposited with the bank prior to publication in the Swiss Official Gazette of Commerce (SOGC). The company to be incorporated then trades as “AG/GmbH (in course of incorporation)” before being entered in the commercial register.
5.17 The Owner also checks whether and when transactions can be carried out for the account of the company to be incorporated before it is entered in the commercial register. If the registration does not happen, the unincorporated company is treated legally as a simple partnership, with the result that all its shareholders are jointly and severally liable for the rights and obligations entered into.
5.18 In addition, the Owner ensures that the founder of any company and any other person applying for entry in the commercial register completes and provides the Stampa declaration, the “Lex Friedrich / Lex Koller” declaration and all other required documents truthfully and in accordance with the requirements of the cantonal commercial register.
5.19 The Owner ensures that the appropriate powers of representation and authorisations for actions before a notary, a notary public or the commercial register are available, insofar as these are required. Without these authorisations, the digital process of incorporating or mutating a company cannot happen.
5.20 The Owner cannot derive any right to a specific decision by a notary, notary public or commercial register to which his data is transmitted from his use of the services of HOOP or of the third-party providers. The right to examine the individual case of an incorporation or mutation remains expressly reserved. The use of HOOP’s services is for support purposes only and in no way releases the Owner from complying with legal obligations towards the authorities.
5.21 The Owner undertakes to use the third-party providers that are integrated as part of the use of the HOOP services and to pay the remuneration that arises when using the services of these third-party providers or that arises because existing obligations to cooperate are not fulfilled by the Owner or its Users.
5.22 The Owner and its Users complies with the relevant statutory provisions, in particular on data protection, competition and intellectual property law, when using the services of HOOP and the third-party providers and will not process any unlawful information or documents in the Hoop account and will also not endeavour to establish or change companies in violation of the law.
5.23 The Owner is responsible for the information entered and the documents generated from it. HOOP is not obliged to check these for legality or lawfulness, but it reserves the right to view, modify and/or delete them if there is reasonable suspicion of unlawful content. In the event of an administrative or court order, HOOP may be obliged to hand them over or grant access to them.
5.24 The Owner and its Users are not permitted to use the model documents made available through the services for their own services or to compete with HOOP. They are copyrighted by HOOP or by the respectively named rights holders.
6. Rights of Use, Intellectual Property Rights
6.1 HOOP grants a personal, non-exclusive, non-transferable, non-assignable, simple, spatially and temporally limited right of use to its software when using the HOOP account and services for the duration of the contractual relationship for personal use. This means that only the Owner and his Users may use them.
6.2 Without the prior written consent of HOOP, the Owner is prohibited from making the software used in any form accessible to unauthorised third parties, granting sub-licences for it, transferring it or otherwise exploiting it. Furthermore, the customer is not authorised to use the software for any purpose other than that offered by HOOP.
6.3 The Owner will not circumvent the restriction of the scope of the rights granted by integrating proprietary program components into this Software. The Owner is not entitled to expand the number of Users by programming a proprietary user interface. If Users with an external Interface enter or view data that is processed via interfaces, these Users can be included in the scope of use.
6.4 HOOP has the right to licence interfaces and report generators to export information and documents from the Hoop account to external systems for further processing on behalf of the Owner. The Owner may only use such interfaces to programmes, including those from third-party providers, to services or report generators within the scope of this contractual relationship. This is also the case whenever interfaces and report generators are primarily used to view or print out the data via a third-party system so that Users of the third-party system can view and use that data. The Owner must comply with the usage options and restrictions as specified by HOOP and he is not authorised to circumvent these by using any alternative options.
6.5 The Owner will inform HOOP immediately in writing if third parties assert property rights (e.g. copyrights or patent rights) against him/her due to the use of the Hoop account or the services. The customer will not take any legal action without HOOP’s authorisation and may not, without HOOP’s consent, recognise any claims of the third party on his own initiative. HOOP will undertake all necessary defence measures, such as defence against third-party claims, at its own expense, unless they are based on conduct in breach of duty by the Owner or its Users.
6.6 The Owner will comply with all applicable export/import control regulations (export, import or transit), including any sanctions and embargoes, when using the Hoop Account and the Services.
6.7 All intellectual property rights tied to the HOOP account and in using the services (including software, sample documents, generated documents) to the content, texts, images, photos, videos, logos or other information of HOOP, including its websites, belong exclusively to HOOP or to the named rights holders. HOOP grants the Owner a non-exclusive and non-transferable right to use the documents provided in connection with the services. The documents may only be used or passed on to third parties for the purpose for which they were made available to the Owner. The written consent of HOOP or the named rights holders must be obtained in advance for any further use of any intellectual property.
6.8 HOOP is authorised to display an uploaded company logo of the Owner as a reference customer in the HOOP account or on HOOP’s websites without any claim to remuneration. The Owner is entitled to object to this at any time.
7. Ordering, fees, payment terms, credit information
7.1 If a HOOP service is used against payment of a fee, the Owner is liable for payment in accordance with the current price information. The fee is determined by the scope of the service used and, if applicable, a package fee. Unused benefits of a package are not carried forward to the next year but expire at the end of the year without any reimbursement of payments already made.
7.2 HOOP is entitled to charge the Owner for any additional costs incurred by the Owner because of adjustments or corrections to documents, research, or additional support, in accordance with its current hourly rates.
7.3 The Owner must also pay any costs incurred by HOOP or a third-party provider because of failing to fulfil its obligations to cooperate as agreed or to make use of other services (such as (legal) advice).
7.4 HOOP price quotations form an integral part of the GTC. HOOP reserves the right to adjust the prices agreed with the Owner for justified reasons.
7.5 The services offered by HOOP are subject to change. The Owner uses the services of HOOP by selecting the desired service and following the process. HOOP services that have already been selected can be deleted again if they have not yet been released. To place a binding and chargeable order for a service, the content and documents must be approved by the Owner. After that a binding order has been placed, an e-mail will be sent to the Owner, confirming receipt of the order. The contract for payable services is only concluded upon receipt of the subsequent confirmation email after that HOOP has checked the order.
7.6 Depending on the HOOP service used, additional third-party services must also be used. If these services (such as signature services, hosting, financial services or those of notaries, notary publics, commercial register offices, other authorities, etc.) are used when a company is incorporated or mutated, this incurs additional fees and costs (e.g. fees for signatures, the HoopBox, the capital contribution account, the commercial register, legal advice, research costs, etc.), which must be paid separately by the Owner. These are either invoiced to the Owner directly by these third-party providers (e.g. by the commercial register, banks) or HOOP takes over the collection for these third-party providers, without itself becoming a party to the contract on which the claim is based. In the case of collection, the Owner can pay HOOP in full discharge of debt. During collection, any shortfall in payments by the Owner is first used to settle HOOP’s claims; the remaining fees collected are paid out to the third-party provider. If the Owner thinks that the fees invoiced for the third-party provider were not properly invoiced, the Owner arranges for the corresponding recovery with the third-party provider directly.
7.7 Invoicing by HOOP takes place periodically and is made directly to the Owner. The amount is payable net, plus statutory VAT, in the specified currency immediately from the invoice date using the payment card on file, at the latest within 30 days. The Owner receives one invoice per Hoop account for his usage. Additional services from third-party providers may either be listed separately in the invoice or invoiced separately.
7.8 A valid payment card is required as a means of payment for the use of chargeable services. A direct debit is usually made after the end of the month for the previous month, after the use of the services or after the provision of the respective services. An independent payment service provider must ensure secure payment processing when the invoiced amount is debited. The provisions contained therein apply.
7.9 Alternatives to this payment method may exist, e.g. if HOOP uses a third-party software provider to collect payment. The amount due must then be paid to DeepCloud AG via the HoopBox using the available means of payment and in accordance with the conditions specified by DeepCloud AG.
7.10 The Owner hereby expressly authorises HOOP and the company responsible for payment processing to collect due receivables from HOOP or third-party providers for which HOOP is responsible for collection from this contractual relationship using the selected means of payment.
7.11 Any objections to an invoice must be raised in writing and justified within 30 days after the invoicing date. In the absence of a timely objection, the invoice and services provided shall be deemed to be contractually compliant and accepted.
7.12 The Owner is in default after the due date without any further reminder. If the Owner defaults on payment, HOOP is entitled, after prior warning, to restrict the use of its services without setting a further grace period, to block access to the Hoop account or its services until payment is made or to terminate the contractual relationship without having to make a repayment or pay compensation.
7.13 If access is restricted or blocked, the Owner has no right to use the Hoop account or its services but remains obliged to pay the outstanding fees as they become due.
7.14 In the event of default by the Owner, HOOP may demand reimbursement of expenses (such as for processing, reminder costs, enforcement measures) and assert further damages for default against the Owner.
7.15 If the Owner defaults on payment, third parties may be commissioned at any time to collect the claims or claims may be assigned to them, with the Owner being obliged to bear the costs.
7.16 If HOOP is obliged to make advance payments, credit information about the Owner may be obtained to safeguard legitimate interests and the Owner’s data on payment behaviour may be passed on to this credit agency.
8. Data backup
8.1 HOOP creates a data backup of the Hoop account and the information, and documents stored in it according to the usual backup procedures and endeavours to avoid data loss as far as possible.
8.2 In principle, however, the Owner is responsible for securing, storing, and archiving their information and documents. This is not done by HOOP. The Owner determines how long his information and documents need to be retained, stored, archived, and possibly deleted and ensures this himself when using HOOP’s services.
8.3 At any time and before deleting the Hoop account, the Owner has the option of backing up the information stored in the HoopBox in a standard machine format, as specified by DeepCloud AG’s data backup process. The Owner itself must ensure regular data backup by means of a data export by using the data backup function provided.
8.4 HOOP itself does not provide a recovery function in the event of deletion or loss of information and documents when using its services.
9. Availability
9.1 HOOP does not guarantee access to its websites, nor does it guarantee that the Hoop account or its services will be always available.
9.2 HOOP services and the services of third-party providers available in this context are provided during normal business hours. Outside of these business hours, the process for incorporating or mutating a company is interrupted. HOOP cannot guarantee the actual registration and the specific date of the intended company incorporation or mutation and is not part of its scope of services.
9.3 During its business hours, HOOP endeavours to offer the highest possible availability of its services and applies the care customary in the business for this. However, no uninterrupted availability can be guaranteed. Where possible, HOOP will inform the Owner of interruptions with reasonable advance notice.
9.4 Interruptions to availability are possible due to the following events: Maintenance measures; updates/upgrades; restrictions caused by third-party systems such as network system failures, mobile services and Internet connections and their capacity limits; measures to protect or restore the security and integrity of the systems and servers (such as defence against hacker attacks, viruses or other damaging events); official or court orders; epidemics, pandemics or other cases of force majeure; disruptions for which server suppliers or hosting partners are responsible; impairing actions or omissions by the Owner or its Users.
9.5 During such events, HOOP may restrict access to its services as well as additional services from third-party providers or interrupt them for the necessary period of time without the Owner being entitled to any claims (such as price reduction, repayment of payments made, compensation) – subject to mandatory statutory liability claims.
9.6 HOOP keeps any planned interruptions to a minimum, schedules them at suitable times where possible and rectifies them as quickly as possible.
10. Support
10.1 The incorporation and registration of companies or their mutation depend on the availability and business hours of the third-party providers involved (such as notaries, notary publics, commercial register offices, other authorities, etc.), over which HOOP has no influence and for which HOOP is not obliged to provide support.
10.2 HOOP provides its support exclusively for the Hoop account and its own services. Its support is provided online and by e-mail during the communicated support times. Details can be found on the HOOP website.
10.3 A reported malfunction is categorised according to the degree of impairment and appropriate measures are taken to enable continued use without disruption as quickly as possible. If the cause of the fault does not lie with HOOP, the Owner or, if the cause is known, the relevant third-party provider will be informed so that they can act.
10.4 Additional support for the Owner, which is not attributable to HOOP, may be charged to the Owner at its current hourly rates.
11. Abuse, Breach of Contract, Force Majeure
11.1 HOOP takes appropriate measures to protect itself against any use of its services which is in breach of contract or illegal. HOOP may restrict or block access to the Hoop account and/or its services or terminate the contractual relationship in case of reasonable suspicion or breach of existing obligations, the storage of illegal content or other misuse by the Owner or its Users. HOOP reserves the right to assert further rights and claims.
11.2 The blocking of access alone does not constitute any termination of the contractual relationship. HOOP can grant the Owner access to the Hoop account and the services again if he/she has stopped using the account in violation of the contract or the law.
11.3 In the event of interruption of use due to force majeure or other circumstances or events that significantly restrict HOOP or, if applicable, third-party providers in their performance or make their performance impossible, HOOP has the right to interrupt the service(s) for the duration of such an event or its consequences and to extend this period by a reasonable period of time for the start of further service provision. HOOP is released from its performance obligations during this period. If such an occurrence continues uninterrupted during more than 10 days, the contractual relationship may be terminated by either party. The Owner is not entitled to any compensation or other claims against HOOP if the circumstance is beyond HOOP’s reasonable control.
12. Warranty
12.1 The Owner acknowledges that, despite HOOP’s best endeavours and its use of modern technology and security standards, no absolute security and flawlessness of its services can be guaranteed.
12.2 HOOP’s services in supporting the Owner in the incorporation and mutation of companies are of the usual quality for a corresponding SaaS solution and are provided “as is”. HOOP offers the Owner a faithful and careful execution of its services in accordance with these GTC. Any further warranty for the use of the HOOP account and/or of its services (including the software used, sample documents, etc.) is excluded to the extent permitted by law.
12.3 Although HOOP takes every care to ensure the correctness of the sample documents provided, no guarantee is given regarding the correctness, accuracy, currency, reliability and completeness of the content. HOOP expressly reserves the right to change, delete or temporarily make unavailable its sample documents in whole or in part at any time without prior notice.
12.4 Services provided free of charge are provided without any claims to performance or warranty. HOOP may discontinue, change or offer free services only against payment with reasonable advance notice.
12.5 HOOP does not guarantee uninterrupted and uninterrupted use of the Hoop account or its services, either generally or at any time.
12.6 Since HOOP is dependent on the co-operation of the Owner and its Users as well as of the third-party providers involved, HOOP cannot guarantee or be held liable for the timely provision of its services.
12.7 Information on Hoop websites or other promotional statements by HOOP are not statements of condition, promises of dates or guarantees regarding the Hoop account or its services. The timelines stated for the incorporation or mutation of companies are only estimates and are not binding.
12.8 When using the “auto-complete” function for address entry, HOOP assumes no liability for this business data, nor that it is available for every country requested by the Owner.
13. Liability
13.1 HOOP shall only be liable for intent, gross negligence, and personal injury. Any further liability, insofar as this is legally permissible, is expressly excluded. This includes, in particular, liability for direct damage, consequential damage, financial loss, indirect damage (such as additional expenses, loss of profit, third-party claims, etc.), unrealized savings, loss of use, loss of reputation, loss of data, and immaterial damage. This exclusion of liability also applies to all strict, non-contractual, and quasi-contractual liabilities and to the avoidance of errors.
13.2 HOOP’s liability for third parties engaged (such as auxiliary persons and substitutes) is excluded in full.
13.3 HOOP is not liable for the services of third-party providers and the auxiliary persons and substitutes engaged by them that the Owner has utilized when using HOOP’s services. The terms of use of these third-party services apply in this respect. HOOP does not guarantee the correct, current, punctual, or complete execution of these services. Furthermore, HOOP provides no guarantee for the availability and reliability of these third-party services, nor for the authenticity and integrity of the data processed by them.
13.4 HOOP will not be liable for damages resulting from transmission errors, technical defects, interruptions, malfunctions, faulty data, or data loss.
13.5 HOOP disclaims all liability in connection with administrative procedures carried out by the Owner or their representatives. The Owner must ensure that the representatives and their authorizations are correct and is responsible for their administration and revocation.
13.6 HOOP is not liable for damages resulting from the inadequate fulfillment of the Owner’s duties of cooperation or due diligence (such as the wrong choice of signature type or signatory, late or omitted signatures, incorrect completion of the form masks, missing documents such as Stampa or Lex Friedrich / Lex Koller declaration, etc.). If additional costs are incurred by HOOP or by third-party providers as a result (e.g., clarifications/requests by notaries, registrars, commercial registers, corrected registrations), the Owner is obliged to reimburse these costs.
13.7 Any claims must be asserted within six months of the relevant service being provided.
13.8 All listed exclusions and limitations of liability apply to both contractual and non-contractual claims of the Owner. Statutory, mandatory liability regulations are excluded from these limitations and exclusions.
13.9 The Owner agrees to waive all contractual, non-contractual, and quasi-contractual claims against the auxiliary persons, substitutes, or agents engaged by HOOP, insofar as this is legally permissible. This includes, in particular, claims against notaries, notary publics, and their assistants, substitutes, or authorized representatives called in by HOOP.
13.10 The Owner will indemnify and hold HOOP harmless in relation to any claims arising from the services of third-party providers (such as banks, financial service providers, notaries, and notary publics), including claims related to the consent to the transfer of customer data to these third parties and breaches of existing confidentiality obligations. This indemnity includes claims from data subjects (such as customers) asserting that the processing or transfer of data by HOOP violates relevant data protection regulations or confidentiality obligations.
14. Data protection, confidentiality obligations
14.1 The Parties commit to adhering to all relevant data protection provisions.
14.2 In the context of offering the HOOP account and providing its services, HOOP acts as the data processor according to data protection regulations, while the Owner is the data controller. By accepting these GTC, the Owner also accepts the agreement on commissioned data processing (DPA) and its appendix (list of “Other processors“) in its current version.
14.3 HOOP selects and engages other processors with due care. These processors receive data only to the extent necessary to fulfil the agreed order processing. Order processing occurs in Switzerland and in third countries where an adequate level of data protection is ensured or where suitable guarantees, such as standard data protection clauses, are provided. If data must be accessed from outside Switzerland, it will be done exclusively via secure VPN channels.
14.4 The provision of services involves exchanging information between the Owner, HOOP, third-party providers, and other relevant third parties. This includes the exchange of documents, personal data, and transaction data. The Owner expressly consents to the necessary access, exchange, and processing of content between these parties. Additionally, the Owner confirms that they have obtained the requisite consent from their customers or data subjects and have informed them about the data processing.
14.5 The Owner authorizes HOOP to forward the necessary content to third-party providers (such as banks, financial service providers, notaries, notary publics, commercial registers) and to receive documents for storage in the Owner’s HoopBox after their services have been rendered.
14.6 The Owner acknowledges that third-party providers, including banks, financial service providers, notaries, notary publics, and commercial registers (and their auxiliary persons and third parties), are bound by confidentiality obligations (such as banking secrecy, official secrecy, or professional secrecy). The Owner fully releases these parties from such confidentiality obligations and authorizes them to exchange information directly with each other to facilitate the incorporation or mutation of a company. This release enables the support of digital company start-ups and mutations and the necessary information exchange between them and HOOP.
14.7 If required, the Owner must ensure that other individuals involved (such as their customers) also release parties bound by confidentiality obligations for transactions with the involved parties. The Owner confirms that they have obtained consent from these individuals for the transfer and exchange of data between HOOP and the third-party providers to enable the provision of services. Specifically, the Owner confirms that a bank or financial services provider is released from banking secrecy, and a notary or notary public is released from official or professional secrecy. The Owner acknowledges that third-party providers may verify the consent obtained from the Owner’s customers and undertakes to inform their customers accordingly.
14.8 The Owner can delete or adjust content in the HOOP account at any time, except for content related to an already processed incorporation or mutation for which it is required. In such cases, the Owner should contact HOOP support.
14.9 Details regarding how HOOP processes data are described in the most current privacy policy published on its website.
14.10 Business and trade secrets of the Parties will be kept confidential. Information and data marked as confidential or identifiable as such will be treated with confidentiality. The Parties will not use, disclose, provide, or make available such information to unauthorized third parties, either in whole or in part.
15. Data security
15.1 HOOP implements technical and organizational measures that are appropriate and in line with current standards, taking into account the type and scope of data processing, and the associated risks. These measures include the deployment of security technologies such as firewalls and antivirus programs to safeguard the Owner’s content.
15.2 HOOP’s services, along with any additional services provided by third parties, are delivered over the Internet. Data transmission is secured using state-of-the-art encryption mechanisms.
15.3 HOOP conducts regular checks to identify and address potential threats to data security.
16. Customer satisfaction, promotional information
16.1 HOOP values customer satisfaction and may periodically inquire via email or other electronic means about the Owner’s experience with its services. HOOP may also send information related to the use of its services, such as maintenance updates, new features, or utilization options.
16.2 HOOP may send the Owner and Users information about its own similar products or additional services via email, post, or telephone.
16.3 Subscription to newsletters is based on consent. HOOP or the entities specified during newsletter registration may send such communications.
16.4 HOOP may engage service providers to deliver promotional information and may share data with these providers.
16.5 HOOP may disclose the Owner’s contact details to partner companies and affiliated entities within the Abacus Group, both in Switzerland and the EU, and their partners, for promotional purposes, adhering to legal requirements.
16.6 The Owner can object to receiving promotional information or withdraw any consent given at any time by using the contact details provided in the website’s legal notice or by using the unsubscribe link in newsletters.
17. Term of the contract
17.1 This contract becomes effective upon acceptance of these General Terms and Conditions (GTC) during the registration for a HOOP account or, at the latest, upon first use of a service. The contractual relationship is established for an indefinite period.
17.2 The Owner may terminate the use of the HOOP account and services at any time by closing their HOOP account or HOOPBox through the designated termination process. This will result in the simultaneous loss of authorization to use HOOP’s services.
17.3 For services that have already commenced by HOOP and third-party providers, the total remuneration is due immediately.
17.4 HOOP may terminate the contractual relationship with a notice period of three months, effective at the end of the month, without providing reasons or compensation. This notice will be sent via email to the address last provided in the HOOP account. This clause also applies to services dependent on or provided by third parties. HOOP reserves the right to modify or terminate individual services at any time.
17.5 HOOP may also terminate the contract if the Owner has not actively used the HOOP account for a continuous period of 180 days. Prior notice will be given that the account will be canceled if inactivity continues for a reasonable period.
17.6 HOOP reserves the right to terminate or replace third-party services that are part of HOOP’s offerings for legitimate reasons at any time.
18. Termination Consequences
18.1 Termination of the contractual relationship does not entitle the Owner to a refund of any fees already paid. If termination occurs before the completion of an incorporation or mutation, the full remuneration remains due. All receivables must be settled.
18.2 Both parties retain the right to terminate the contract immediately for good cause. Such good cause includes, but is not limited to, reasonable suspicion of misuse of the HOOP account or services, significant breaches of legal or contractual obligations by the Owner or its Users, as well as insolvency, bankruptcy, or a petition for a debt-restructuring moratorium by either party.
18.3 Upon termination of the contractual relationship, HOOP will block access to the HOOP account, terminate the use of services, and cease technical communication with other systems or third-party services. Individually deactivated services will be immediately blocked, and any pending business cases or services, along with associated status messages and information, will not be processed or executed.
18.4 The Owner is responsible for implementing a backup or archiving strategy for their content and for planning the migration of content upon termination or cancellation. The Owner must back up their data in a timely manner and delete the relevant content or authorize HOOP to delete it. After termination of the contractual relationship, access to the Owner’s content will be excluded, and content will be deleted, at the latest upon expiration of existing backup periods. Data that HOOP is legally obligated or authorized to retain may be exempt from deletion.
18.5 In the event of termination of complex HOOP accounts, both parties may cooperate for the proper transfer of data regardless of the reason for termination. HOOP will assist the Owner with necessary termination actions, including migration services. The Owner must notify HOOP in advance before the end of the contract about the support needed for planning. HOOP may invoice the Owner for these services at the end of the contract based on its current hourly rates.
18.6 Data stored in third-party provider systems will remain there according to the applicable legal and contractual provisions regarding storage and archiving.
19. Other Provisions
19.1 These GTC replace any previous general terms and conditions for the use of the HOOP account and services. General business or license conditions of the Owner are excluded and do not form part of the contract, even if HOOP does not object to them or accepts services without reservation.
19.2 HOOP may modify these GTC and their prices, providing reasonable advance notice of any changes (e.g., within the HOOP account, by email). Changes are considered accepted if the Owner does not terminate the contractual relationship before the new GTC take effect and in any case if the HOOP account or services are used after the new provisions come into force. Price adjustments will take effect at the start of a calendar month. The most current version of the HOOP GTC will apply.
19.3 Amendments or additions to these GTC agreed upon in writing between the Owner and HOOP will remain valid even with a new version of these GTC.
19.4 The Owner may not transfer any rights from this contractual relationship to third parties. HOOP may assign or transfer rights and obligations, as well as the contractual relationship, to qualified third parties for justified reasons. The Owner agrees to any potential assignment or transfer of these rights and obligations.
19.5 If any individual provisions of these GTC are found to be invalid or void, this does not affect the validity of the remaining provisions. The invalid provisions will be replaced by provisions that closely reflect their economic purpose. The same applies to any gaps in these GTC.
19.6 All legal relationships between the Owner and HOOP in connection with these GTC are governed by Swiss law, excluding international private law and the Vienna Sales Convention.
19.7 Subject to mandatory places of jurisdiction, the exclusive place of jurisdiction for all disputes arising from or related to these GTC is HOOP’s registered office. However, HOOP reserves the right to initiate proceedings against the Owner at its usual place of business.
19.8 All references to individuals are gender-neutral.
19.9 These GTC are available in a printable format and in various languages. In case of discrepancies or contradictions, the German version will prevail.