General Terms and Conditions (GTC)
These General Terms and Conditions (GTC) of Zation AG, Suurstoffi 18b, CH-6343 Rotkreuz (Zation) govern Zation's services and its software and cloud subscription transactions.
This is the current version of Zation's GTC, Version June 2026. Where this page and a signed individual agreement differ, the signed agreement prevails.
I. Scope of these terms and conditions
1.1 These General Terms and Conditions (GTC) apply to all services and to all software and cloud subscriptions provided, resold or otherwise transacted by Zation. This includes, but is not limited to, consulting and advisory services, the resale of third-party software and cloud subscriptions (in particular Microsoft software and cloud services under various licensing programs and contract models), transactional services, and access to Zation's own platform offerings.
1.2 Zation resells third-party software and cloud subscriptions as a reseller and is not the manufacturer or licensor of such products. The respective software and cloud products remain the property of, and are licensed by, the respective manufacturers (in particular Microsoft). The provisions on software and cloud transactions in Section IV apply in addition to these GTC.
1.3 Deviations from these GTC or additional agreements are only binding if they are expressly acknowledged by Zation in writing. Such deviations apply only to the specific assignment for which they have been confirmed.
1.4 General terms and conditions of the customer do not apply, even if included in orders or other documents of the customer, unless Zation has expressly agreed to them in writing.
II. Contract formation
2.1 Offers and price quotes from Zation are non-binding and may be changed at any time. They do not constitute a binding offer under Swiss Obligation Law (OR).
2.2 A contract for services is only concluded upon Zation's written confirmation of the order or the actual provision of the services. Confirmation occurs through a written order confirmation or by providing the agreed services.
2.3 For electronic orders, Zation may confirm receipt of the order without this constituting a binding acceptance. The confirmation of receipt is for informational purposes only.
2.4 Should Zation find after the conclusion of the contract that the agreed services are no longer available or cannot be provided for legal reasons, Zation may either offer equivalent services or withdraw from the contract. In the event of a withdrawal, Zation will refund any payments already received without interest in relation to the remaining service delivery.
III. Services
3.1 The scope of services, including the nature, scope, location, and timing of the services to be provided as well as the remuneration, is specified in the respective order documentation.
3.2 The services are provided, unless otherwise agreed, at Zation's business premises.
3.3 Zation is entitled to perform the services through subcontractors. Zation ensures that subcontractors are subject to essentially the same contractual obligations. Upon request by the customer, Zation will provide a list of the subcontractors engaged within the delivered service.
3.4 Zation provides advice and recommendations based on the information available to it. The decision to act on any recommendation remains with the customer. It is the responsibility of the customer to review the realization of Zation's recommendations in advance, to adapt them to its own requirements, and to assess the associated risks before implementing them.
IV. Software and cloud transactions
4.1 Zation resells software and cloud subscriptions under various manufacturer programs and contract models, including but not limited to the Microsoft Cloud Solution Provider (CSP) program, Open Value and Open Value Subscription, and other Microsoft volume licensing or contract models. Such transactions are governed by the terms of the respective manufacturer and the chosen program, in particular the applicable Microsoft agreements (such as the Microsoft Customer Agreement (MCA), the Microsoft Product Terms or the Open Value terms) and the program-specific terms (including, for CSP, the terms of the Microsoft New Commerce Experience (NCE)). By placing an order, the customer accepts and agrees to be bound by the terms applicable to the chosen program or contract model, as amended from time to time. Where required, the customer shall accept the relevant manufacturer agreement directly.
4.2 Order placement and availability. The customer shall submit binding orders to Zation at least ten (10) days prior to the requested provisioning or order placement date so that Zation can guarantee timely placement of the order with its provider and the manufacturer. For orders submitted within a shorter period, Zation will use best efforts to place the order, but does not guarantee timing, availability or pricing.
4.3 Prices and price changes. Prices for software and cloud subscriptions follow the manufacturer price lists and program pricing in effect at the time the order is placed. The manufacturer may change prices at its discretion. Zation is entitled to pass through such price changes to the customer, including, to the extent permitted by the applicable program or manufacturer, during a running subscription or contract term. New orders and renewals are invoiced at the then-current prices.
4.4 Term and cancellation. Software and cloud subscriptions are subject to the term, renewal and cancellation conditions of the applicable program or contract model (for example, the NCE cancellation windows under CSP, or the fixed term under Open Value). After expiry of any applicable cancellation window, or within a binding contract term, the commitment is binding for the full agreed term and the customer bears the full cost for that term regardless of actual usage. Reductions, cancellations or changes are only possible where and at the time the applicable program or manufacturer permits them. Costs arising from cancellations or changes that the manufacturer does not credit are borne by the customer.
4.5 Delegated administration. Where Zation provisions or manages cloud services on the customer's behalf, for example under the CSP program, the customer grants Zation the delegated administrative privileges required for this purpose (such as the Granular Delegated Admin Privileges, GDAP). The customer may review and revoke these privileges in the relevant administration portal at any time; a revocation may prevent Zation from providing the agreed services in whole or in part, in which case Zation is released from the affected obligations.
4.6 Customer responsibility under manufacturer terms. The customer is responsible for complying with all obligations applicable to it under the relevant manufacturer and program terms, in particular acceptable use and license compliance. Any consequences, restrictions or measures imposed by the manufacturer as a result of the customer's breach of those terms are the sole responsibility of the customer.
V. Customer obligations
5.1 The customer agrees to provide all necessary information and cooperation required by Zation to deliver the services.
5.2 The customer must inform Zation of all relevant circumstances affecting the provision of the services and ensure that Zation's employees and the privileges referred to in Section 4.5 provide access to the required IT systems and infrastructures.
5.3 Changes in relevant circumstances must be promptly communicated to Zation.
VI. Prices and payment terms
6.1 All prices are quoted in the currency specified in the respective offer or order documentation and exclude statutory value-added tax as well as any shipping, insurance, or packaging costs, unless otherwise agreed.
6.2 The remuneration for services, software and cloud transactions is, unless otherwise agreed, payable without deductions within 20 days of invoicing. In the event of late payment, the customer is automatically in default without further reminder.
6.3 Zation reserves the right to withhold services during the payment default. In the event of late payment of 20 days or more, Zation is entitled to suspend or revoke the customer's access to the management platform (including ZationSphere and the Zation Platform). In the event of late payment of 30 days or more, Zation is further entitled to fully suspend or revoke the software and cloud services themselves; in each case until full payment has been received. Any outages, downtime, unavailability of data or services, or other damages resulting from such a suspension or revocation caused by the customer's default are borne entirely by the customer.
VII. Intellectual property
7.1 Zation retains all intellectual property rights, titles and interests in and to its methodologies, tools, know-how, templates and software, and in particular in ZationSphere and the Zation Platform, including all associated source code, data models, designs and documentation. All such rights are and remain exclusively with Zation AG. Any reports, analyses or deliverables created as part of Zation's services likewise remain the property of Zation; the customer is granted a non-exclusive, non-transferable license to use such deliverables solely for its internal business purposes, provided that such use complies with the terms outlined herein.
7.2 Any unauthorized use, reproduction, reverse engineering, decompilation, distribution, sublicensing or transfer of ZationSphere, the Zation Platform or any other Zation intellectual property obliges the customer to pay Zation a contractual penalty of CHF 250'000 per breach, plus the actual damage incurred by Zation. Payment of the penalty does not release the customer from ceasing the infringing conduct and does not preclude Zation from claiming further damages exceeding the penalty.
7.3 In the case of software reselling, all software products sold are licensed, not sold. The ownership of the software, including all associated intellectual property rights, remains with the original software manufacturers. Zation acts solely as a reseller of software licenses and provides no ownership rights to the customer. Customers are granted a limited, non-exclusive, non-transferable license to use the software in accordance with the terms and conditions set forth by the respective software manufacturers. The sale of software licenses does not confer any ownership rights or rights to modify, distribute, or otherwise exploit the software.
VIII. Liability
8.1 Zation is fully liable for intent and gross negligence.
8.2 In the case of slight negligence, Zation is only liable if essential contractual obligations (cardinal obligations) are violated. Liability is limited to typical, contractually foreseeable damages. No liability is assumed for consequential damages, production losses, or lost profits.
8.3 Zation assumes no liability for data loss unless there is intent or gross negligence. The customer is responsible for maintaining its own adequate and up-to-date backups of its data. Zation is not liable for the loss of data that the customer could have avoided through reasonable backup measures.
8.4 Zation disclaims any responsibility for the quality, functionality, compatibility, updates, or support of third-party software products. Any issues related to software performance, reliability, or compliance are solely the responsibility of the respective software manufacturer.
8.5 The customer agrees to make any claims relating to software directly with the software manufacturer, according to the manufacturer's agreement and product terms.
8.6 Except in cases of intent or gross negligence, and except for breaches of confidentiality under Section IX and of intellectual property under Section VII, Zation's total aggregate liability under or in connection with the contract is limited to CHF 250'000 in the aggregate. Liability for intent, gross negligence and for breaches under Section VII and Section IX is unlimited.
IX. Confidentiality
9.1 All information exchanged between the parties must be treated confidentially and may only be used for the purposes stipulated in the contract. None of this information may be disclosed to third parties without prior written consent.
9.2 The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without a breach of these GTC; (b) was demonstrably known to the recipient before disclosure by the other party; (c) was independently developed by the recipient without use of the other party's confidential information; (d) was lawfully received from a third party without an obligation of confidentiality; or (e) must be disclosed by mandatory law or by order of a court or authority, in which case the disclosing party shall, where legally permitted, inform the other party in advance.
9.3 Each party may disclose confidential information to its employees, subcontractors and professional advisors on a need-to-know basis, provided that these persons are bound by confidentiality obligations at least equivalent to those set out herein. This applies in particular to subcontractors engaged in accordance with Section 3.3.
9.4 The confidentiality obligations survive the termination of the contract for a period of three (3) years. Upon request, each party shall return or destroy the confidential information of the other party, except for copies required to be retained by mandatory law or kept in routine backup systems.
X. Non-solicitation
10.1 The customer agrees not to directly or indirectly solicit, employ, or engage any employees or consultants of Zation during the cooperation and for 12 months thereafter. This restriction also applies to employees who leave Zation during the cooperation or within 12 months after its termination.
10.2 In the event of a breach of this non-solicitation obligation, the customer is obliged to pay Zation compensation in the amount of the annual gross fixed salary plus the annual bonus and any other variable compensation of the affected employee.
XI. Final provisions
11.1 Should any individual provisions of these GTC be wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. Ineffective provisions will be replaced by those that come closest to the economic purpose of the original provision.
11.2 The contract is governed by the substantive law of Switzerland. The court of jurisdiction for all disputes arising from this contract is in Zug, Switzerland.
11.3 Amendments or additions to these GTC must be made in writing. This also applies to the cancellation of this written form requirement.