Terms
General Terms and Conditions (GTC) of HOOP Corporate Services SA for the use of the HOOP account and its services (October 2026)
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. These include, in particular, support with the incorporation and mutation of companies in Switzerland, with the keeping and administration of digital register services, with acts in connection with debt enforcement and bankruptcy, as well as the provision of other corporate services. The service is always provided as part of a digital process and is presented on HOOP’s websites or within the HOOP account.
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 service of HOOP (HOOP Services) (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, with exceptions such as obtaining one’s own debt enforcement register extracts.
1.3 The registrant confirms that he/she is of legal age and has the necessary business capacity resp. capacity to act for the company with its registered office in Switzerland for which he/she is opening the HOOP account on its behalf and as its representative. The Owner bears the risk of insufficient authorisation to represent or a lack of legitimation on the part of the persons acting on its behalf.
1.4 The opening of a HOOP account without a registered office in Switzerland, as well as the incorporation or mutation of legal entities without a registered office in Switzerland or without operational business activity in Switzerland (such as, in particular, domiciliary companies and holding companies without their own operational activity), is not permitted. Such accounts or services are rejected or deactivated by HOOP. With each incorporation or mutation of a legal entity (excluding sole proprietorships), the Owner confirms truthfully and completely that the legal entity carries out or will carry out an operational business activity. In the case of incorporations and changes of purpose, this confirmation is included as a clause in the purpose of the legal entity and published together with it in the commercial register.
1.5 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 HOOP Services and apply in addition to these GTC.
2. HOOP account, Owner, Users and HOOP Services
2.1 A HOOP account can be registered directly via the HOOP website or from within third-party software. After successful creation of the account, it can be used by the Owner for himself or for his company for the HOOP Services. In addition, he may use HOOP Services on behalf of his own customers.
2.2 The prerequisite for opening a HOOP account is prior registration as a user via the DeepCloud authentication service (SSO). If an Owner uses the HOOP account and the HOOP Services for his customers, he confirms that he has the necessary power of representation for them in order to use the HOOP Services on their behalf. In particular, he confirms that he is authorised to transmit all relevant information and documents to HOOP on behalf of his customers. This also applies with regard to Third-Party Providers that must be involved in providing digital services between the Owner, customers and authorities. There is no contractual relationship between HOOP and the Owner’s customers.
2.3 The login to the HOOP account is password-protected. In case of a login via a Third-Party Provider, the provisions of that Third-Party Provider apply. It is possible for all e-mail addresses registered for a HOOP account, or their company domain(s), to be assigned to the HOOP account of that company.
2.4 After registration and login, the Owner and the authorised users linked to him (Users) can use the HOOP Services.
2.5 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.
2.6 Before HOOP can carry out a change of ownership, the consent of the old and the new Owner must be given by their respective authorised representative(s) in written or qualified electronic form.
2.7 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 with legally valid effect by post, to the e-mail address provided, to his HOOP account or in another manner.
2.8 The Owner provides the Users with access to the HOOP account and the HOOP Services. They can be assigned different rights depending on the user group. The Owner may only grant access to the HOOP account to authorised Users and is himself responsible for managing or revoking existing authorisations. In addition, other authorised persons can access shared content (via a link). The Owner alone bears unrestricted responsibility for the use of the HOOP account and the HOOP Services as well as for the (mis)behaviour of his Users (including his administrators).
2.9 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 The HOOP Services offered from time to time can be used within the HOOP account (such as support with the incorporation or mutation of companies with their registered office in Switzerland, debt enforcement register extracts, initiation of debt enforcement proceedings, transmission of information, etc.).
3.2 In order for certain information to be obtained, a special interest pursuant to the Swiss Federal Act on Debt Enforcement and Bankruptcy (DEBA/SchKG) must be credibly demonstrated. Without such an interest being credibly demonstrated, no debt enforcement register extracts may be requested via the HOOP Services. In the event of damage in connection with the (lack of) credible demonstration of such an interest, the Owner releases HOOP from any liability and holds it harmless against third-party claims.
3.3 The HOOP Services include making the required software and sample documents available for use, the import of content, and the transmission and receipt of information and documents to and from the parties involved in the respective process – such as notaries, notary publics and authorities.
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 the HOOP Services. HOOP may change or terminate them 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 the HOOP Services and does not owe any result within the meaning of a contract for work when the HOOP Services are used, as these are dependent on the provision of services or official acts of third parties and are therefore outside the control and responsibility of HOOP. If HOOP has already provided HOOP Services, it is entitled to its remuneration and the Owner is entitled neither to renewed performance nor 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 For the incorporation of certain legal forms of company, the opening of a capital contribution account with a bank or financial services provider is necessary. If, when using the HOOP Services, the Owner opts for the services of a bank or financial services provider, a bank account will be opened for the Owner by the bank or financial services provider, 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 his customer’s consent to the opening of such a capital contribution account. The Owner acknowledges that checks may be carried out in this regard. He receives information with payment instructions for the capital contribution account by e-mail, whereby the required amount must be transferred immediately and in accordance with the instructions received. If the Owner or the customer does not wish to transfer the capital independently to the opened business account, HOOP may request from the Owner the details required for the technical processing or transmission (e.g. IBAN and details of the persons authorised to release the funds) and transmit them to the respective financial services provider. HOOP does not accept, hold in custody or manage any funds of the Owner or customer, nor does it have any power of disposal over them. In particular, HOOP does not issue any payment orders in the name and on behalf of the Owner or customer. The transfer or release is made exclusively by the Owner or the persons authorised to do so vis-à-vis the respective bank or financial services provider. 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 services provider are used when using the HOOP 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. 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 DeepBox folder 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 Third-Party Providers (e.g. banks, financial services providers, signature services, notaries, notary publics or authorities), 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 and filed with authorities (such as for the notarisation, incorporation or mutation of a company). This applies to all HOOP Services.
3.12 The documentation provided for the provision of a HOOP Service 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’s services can be offered free of charge (such as 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 registers, notaries, notary publics, banks and software providers) are utilised, these must be paid for separately by the Owner to them.
3.14 Details of the HOOP Services, their scope of use and 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, HOOP 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. Such third parties are engaged within the framework of the applicable statutory provisions. Notaries, notary publics, authorities, banks and financial services providers are not auxiliary persons or substitutes of HOOP, but Third-Party Providers within the meaning of these GTC.
3.17 HOOP may act as an engaged service provider for the activities of the Owner (including for his customers) as his auxiliary person. HOOP’s services are provided following the careful selection of HOOP by the Owner, in accordance with these GTC and the instructions and under the control of the Owner, so that HOOP is integrated into the organisational measures of the Owner when providing its services. In doing so, HOOP acts solely in the name and for the account of the Owner. The Owner remains responsible for fulfilling his own statutory obligations, including towards his customers.
3.18 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.
3.19 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. AI functions
4.1 HOOP makes various AI-supported functions available as part of the use of the HOOP Services, which are provided by a commissioned service provider by means of modified AI models.
4.2 HOOP has the right to update, adapt, restrict or replace the AI functions, the AI models used therein and their modifications. It has no influence on the design or scope of the AI models provided or on the prior training of these AI models.
4.3 The Owner warrants that content entered into the AI-supported functions by him or his Users when using them (Inputs) does not infringe any third-party rights and that he holds all necessary rights, permissions and licences for the Inputs.
4.4 He warrants not to enter any content into the AI-supported functions that violates applicable laws and regulations or the rights of third parties. In particular, the AI-supported functions may not be used to carry out unlawful activities; to infringe intellectual property or personality rights of third parties; to overload or manipulate the AI-supported functions or to circumvent security mechanisms; to use content to create own AI models or systems; to carry out automated queries, scraping or data collection; or to reverse engineer, decompile or reconstruct the AI-supported functions. In such a case, HOOP reserves the right to restrict or terminate the use of the AI-supported functions.
4.5 When using the AI-supported functions, the Owner retains all rights to all Inputs belonging to him. HOOP does not claim ownership of these Inputs.
4.6 Insofar as rights exist or arise in the content generated by the AI-supported functions through Inputs of the Owner or his Users (Outputs), these belong to the Owner or the respective rights holder. HOOP does not claim ownership thereof, but has the right to generate outputs identical or similar to the Outputs.
4.7 Before using the Outputs, the Owner or his Users check that their use does not infringe any third-party rights. When using the Outputs, they are themselves responsible for their purposes, accuracy, suitability and lawfulness and acknowledge that AI systems can produce incorrect, incomplete or misleading outputs. HOOP assumes no responsibility for decisions of the Owner or his Users based on the use of the Outputs.
4.8 For the provision of the AI services, HOOP receives a free-of-charge right of use to all Inputs and Outputs, to process and use the Inputs and Outputs for this purpose.
4.9 HOOP will not use the Owner’s Inputs and Outputs for its own purposes other than those described in these GTC. In special cases, HOOP reserves the right, after approval by the Owner (such as in a support case), to use the Inputs and Outputs provided, after their anonymisation, to improve and further develop its services and for training purposes of its AI services.
4.10 In the event of a notice, suspicion or knowledge of unlawful Inputs or Outputs, HOOP may review their content and delete them in order to prevent or remedy breaches of these GTC and of laws as well as misuse or security-relevant incidents, if the Owner does not delete them himself within a reasonable period despite being requested to do so.
4.11 Insofar as personal data are also processed through Inputs of the Owner or his Users when using the AI-supported functions, responsibility for the lawfulness of this data processing lies with the Owner as the controller within the meaning of data protection law.
4.12 Where existing regulations on AI systems apply to the use of the AI-supported functions (such as transparency obligations), the Owner himself ensures compliance with the corresponding obligations.
5. Third-party services
5.1 HOOP’s services do not include services of Third-Party Providers (such as authorities, banks, financial services providers, software providers, trust service providers) that are required for the use of HOOP’s services and are available when they are used (such as the hosting of documents in the DeepBox folder), the electronic signing of documents (such as DeepSign), the payment of the founding capital for legal entities or the notarisation or authentication of documents by notaries or notary publics. Notaries and notary publics act on their own responsibility and in accordance with the law applicable to them; the contractual relationship regarding the notarisation or authentication exists exclusively between them and the Owner or his customers. Insofar as HOOP proposes a notary or notary public or technically enables their involvement, it merely arranges the contact and the transmission of the documents.
5.2 For HOOP to provide the HOOP Services, the Owner must use the required services of a Third-Party Provider and fulfil the corresponding requirements (e.g. providing documents on identity, residence or the origin of the founding capital; other disclosure obligations; payment of the founding capital or the signature of the required documents).
5.3 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.
5.4 If (chargeable) services of HOOP or of a Third-Party Provider are utilised by his Users when using the HOOP Services, this is done on behalf of the Owner. HOOP assumes that the Owner’s authorisation for this has been granted. All costs of HOOP and of these Third-Party Providers are to be paid by the Owner.
5.5 HOOP does not guarantee the uninterrupted availability of these third-party services when using the HOOP Services. Both the third-party services and the HOOP Services are subject to maintenance or business hours, which may result in service interruptions. HOOP is not liable for any disadvantages suffered by the Owner, his Users or customers as a result of these interruptions.
5.6 The Owner acknowledges that any electronic signatures required must be provided in accordance with the requirements, as 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 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.
5.7 When using the HOOP Services, the services of banks and financial services providers can be utilised to open the capital contribution account. The Owner acknowledges that HOOP acts only as a transmitter of the communication between the Owner and the bank or financial services provider and that it is not a party to the negotiations or to the contractual relationship concerning these services.
5.8 If services of Third-Party Providers are used, information and documents are exchanged between the respective parties so that they can provide their services. Each party is responsible for the respective data processing and the security of the data in its sphere 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 to this exchange and, when using the services, expressly authorises the respective parties to access and process the information and documents as required.
5.9 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 to the extent necessary, 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.
5.10 To ensure that the HOOP Services can be provided efficiently, the Owner is obliged to use the services of the Third-Party Providers that are required and made available for the respective HOOP Service. The respective required documents (e.g. bank confirmation, signed documents) must be sent to HOOP separately (directly via the form provided or by e-mail).
6. Obligations of the Owner and the Owner’s Users
6.1 Both the incorporation or mutation of a company in Switzerland and other HOOP Services require the co-operation of many parties, including the necessary services of the Owner.
6.2 The obligations to co-operate of the Owner and his Users as well as of his customers are main performance obligations. If the Owner uses HOOP Services for his customers, he ensures that they also perform the required acts of co-operation and is answerable to HOOP for this. If the acts of co-operation are not performed 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 HOOP Services as intended in accordance with applicable Swiss law.
6.3 They will actively and timely co-operate in all actions that are necessary for the provision of the HOOP Services and for the Third-Party Providers and 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 co-operation.
6.4 Should the Owner or his Users fail to fulfil their obligations, any warranty and liability of HOOP in relation to HOOP 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 his Users.
6.5 The Owner ensures that his Users also comply with these GTC, where applicable, and indemnifies HOOP against all claims by third parties arising from any use of the HOOP account and the HOOP Services by him and his Users in breach of contract or law.
6.6 The Owner trains his Users to use the HOOP account and the HOOP Services properly and to the extent granted and he prevents misuse of the HOOP Services by him and his Users (e.g. no viruses or spam messages).
6.7 The Owner ensures that the requirements for the secure use of the HOOP Services are met in accordance with the state of the art (such as protection of his own systems and end devices against misuse, attacks and malware; ensuring sufficient access protection using strong passwords, changing passwords if necessary, logging off after use).
6.8 They will inform HOOP immediately of any disruptions in use or anomalies and provide any possible support services to enable the disruption to be rectified or to block the HOOP account or the HOOP Services.
6.9 The Owner is responsible for assessing the requirements of the laws and regulations applicable to his business activities. HOOP assumes no responsibility for the suitability of its services for compliance with laws and regulations applicable to the Owner.
6.10 The Owner is responsible for deciding which content and documents are processed and stored in the HOOP account and when using the HOOP Services and whether the data security offered by HOOP is sufficient for him.
6.11 The Owner is solely responsible for the incorporation and mutation of the companies and the initiation of other HOOP Services and for the related information and documents. He independently checks that the necessary requirements are fulfilled when using the HOOP Services and that no third-party rights are infringed, in particular intellectual property such as trademark or naming rights, through the choice of the company to be mutated or incorporated. He carries out a prior check in this regard independently. 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, a commercial register or another authority. In such a case, the Owner shall nevertheless owe the remuneration for services rendered by HOOP or by Third-Party Providers already involved.
6.12 The Owner and his Users are well versed or have received expert advice with regard to the use of the HOOP Services and, by using them, confirm that they themselves have the respective necessary knowledge or have obtained expert advice in this regard. For example, they enquire beforehand what the requirements are for incorporating or mutating a company and its registration in the commercial register, what the requirements of digital register services (such as the transparency register) are, or what the requirements of acts in connection with the DEBA (SchKG) and eSchKG are, so that they can fulfil all the requirements completely and correctly when using a HOOP Service.
6.13 The Owner undertakes to ensure that all documents required for HOOP Services are, where necessary, signed in the proper form (such as with a QES valid and recognised under Swiss law) and are available at the relevant time.
6.14 Before the information and the documents generated from it are released, the Owner or his Users check their accuracy, currency, completeness and lawfulness. In particular, they check whether the statutory requirements and the rights of third parties are complied with. The Owner also checks whether an identical company exists and whether the chosen company name may lead to confusion with existing company names or otherwise infringes rights (such as intellectual property rights). Responsibility for the information on the operational business activity and for other legally required information and notifications lies with the Owner. HOOP does not carry out any legal, substantive or factual review of this information.
6.15 The Owner bears responsibility for the accuracy of his information and for the resulting legal consequences. If there are objective indications of incorrect or incomplete content, HOOP is entitled to request additional information or documents and to suspend the provision of its services until the matter has been clarified.
6.16 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.
6.17 The Owner enquires 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.
6.18 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 take place, the resulting consequences apply (such as treatment of the company as a simple partnership, joint and several liability of the partners for the rights and obligations entered into).
6.19 In addition, the Owner ensures that the founder of a 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 other required documents (such as a copy of certified articles of association in the event of liquidation) truthfully and in accordance with the requirements of the cantonal commercial registers. The associated costs are borne by the Owner.
6.20 The Owner ensures that the respective necessary powers of representation and authorisations for actions before the respective authorities are available. Without these authorisations, the digital process of incorporating or mutating a company or other actions (depending on the HOOP Service) cannot take place.
6.21 The Owner cannot derive any right to a specific decision by an official or authority to which his data is transmitted from his use of the HOOP Services or of the Third-Party Providers. The examination of the individual case remains expressly reserved. The use of the HOOP Services is for support purposes only and in no way releases the Owner from complying with his statutory obligations towards authorities.
6.22 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 third-party services or that arises because existing obligations to co-operate are not fulfilled by the Owner or his Users.
6.23 The Owner and his Users comply with all relevant statutory provisions, in particular on data protection, competition and intellectual property law, when using the HOOP Services and the third-party services, do not process any unlawful information or documents in the HOOP account and also do not seek any unlawful incorporations or mutations of companies (or any such acts that are possible via HOOP Services).
6.24 The Owner is responsible for the information entered and the documents generated from it. HOOP does not advise the Owner in any way with regard to the use of the HOOP Services and is not obliged to check the information and documents 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 official or court order, HOOP may be obliged to hand them over or grant access to them.
6.25 The Owner and its Users are not permitted to use the sample 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.
7. Rights of Use, Intellectual Property Rights
7.1 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 the HOOP Services for the duration of the contractual relationship for personal use. This means that only the Owner and his Users may use them.
7.2 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 Owner is not authorised to use the software for any purpose other than that offered by HOOP herein.
7.3 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.
7.4 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.
7.5 The Owner will inform HOOP immediately in writing if third parties assert property rights (e.g. copyrights or patent rights) against him due to the use of the HOOP account or the services. He 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 his Users.
7.6 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 HOOP Services.
7.7 All intellectual property rights tied to the HOOP account and in using the HOOP 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.
7.8 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.
8. Ordering, fees, payment terms, credit information
8.1 If a HOOP Service is used against payment of a fee, the Owner owes the remuneration 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 services of a package are not carried forward to the next year but expire at the end of the year without any reimbursement of remuneration already paid.
8.2 Should additional costs arise that are caused by the Owner (such as as a result of adjustments or corrections to documents, research or additional support), HOOP is entitled to invoice the Owner for them as actually incurred or in accordance with its current hourly rates.
8.3 The Owner must also pay any costs incurred by HOOP or a Third-Party Provider because he has failed to fulfil his obligations to co-operate as agreed or makes use of other services (such as [legal] advice).
8.4 HOOP’s price information forms an integral part of these GTC. HOOP reserves the right to adjust the prices at any time.
8.5 The HOOP Services offered are non-binding. 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 order a HOOP Service subject to a charge, the content and documents must be released by the Owner or by a User authorised to do so. After the release, an e-mail confirming receipt of the order is sent to the Owner. The order becomes binding upon receipt of the subsequent confirmation e-mail after review by HOOP.
8.6 Depending on the HOOP Service used, third-party services must additionally be used, which may give rise to additional fees and costs. These must be paid separately by the Owner. They are either invoiced to the Owner directly by these Third-Party Providers (e.g. by authorities or banks) or HOOP handles the collection for these Third-Party Providers without itself becoming a contracting party to the contract underlying the claim. In the case of collection, the Owner can make payment to HOOP with debt-discharging effect. In the case of collection, partial payments by the Owner are first applied to the settlement of HOOP’s claims; the remaining fees collected are paid out to the Third-Party Provider. If the Owner is of the opinion that the fees invoiced for the Third-Party Provider have not been properly invoiced, he must settle the corresponding claim for repayment directly with the Third-Party Provider.
8.7 Invoicing by HOOP takes place per case or periodically and is made directly to the Owner. The amount is payable net, plus statutory VAT, in the specified currency within 30 days of the invoice date. The Owner receives one invoice per HOOP account or per case for his usage. Additional services from Third-Party Providers may either be listed separately in the invoice or invoiced separately.
8.8 Invoices can be paid by bank transfer or online by credit card or TWINT. An independent payment service provider ensures the secure processing of online payments. Its provisions apply.
8.9 The Owner hereby expressly authorises HOOP and the company responsible for payment processing to collect, in the case of an online payment, 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.
8.10 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.
8.11 The Owner is in default after the due date without any further reminder. If the Owner defaults on payment, HOOP is entitled, after prior reminder, 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.
8.12 If access is restricted or blocked, the Owner has no right to use the HOOP account or the HOOP Services but remains obliged to pay the outstanding fees as they become due.
8.13 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.
8.14 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.
8.15 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.
9. Backup and data backups
9.1 HOOP creates a 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.
9.2 In principle, however, the Owner is responsible for securing, storing, and archiving his 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 the HOOP Services.
9.3 At any time and before deleting the HOOP account, the Owner can back up the information stored in the HOOP application or DeepBox folder in a standard machine format, as specified by the data backup process. The Owner himself must ensure regular data backup by means of a data export by using the data backup function provided.
9.4 HOOP does not provide a recovery function in the event of deletion or loss of information and documents when using its services.
10. Availability
10.1 HOOP does not guarantee access to its websites, nor does it guarantee that the HOOP account or the HOOP Services will always be available.
10.2 HOOP Services and the services of Third-Party Providers available in this context are provided during their normal business hours. Outside of these business hours, the process for providing the HOOP Services is interrupted. HOOP cannot guarantee the actual registration and the specific date of the intended company incorporation or mutation and/or of the completion of other HOOP Services, and this is not part of its scope of services.
10.3 During its business hours, HOOP endeavours to offer the highest possible availability of the HOOP 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.
10.4 Interruptions to availability are possible due to maintenance measures; updates/upgrades; restrictions caused by third-party systems such as failures of the network system, 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 his Users.
10.5 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.
10.6 HOOP keeps any planned interruptions to a minimum, schedules them at suitable times where possible and rectifies them as quickly as possible.
11. Support
11.1 HOOP Services depend on the availability and business hours of the Third-Party Providers involved (such as notaries, notary publics and authorities), over which HOOP has no influence and for which HOOP does not owe any support.
11.2 The Owner ensures first-level support for the HOOP Services within his company. He designates to HOOP trained persons who are authorised to request support.
11.3 HOOP provides second-level support, including a telephone information service, for the HOOP Services. The support included in the fees is limited exclusively to the receipt and handling of technical malfunctions of the HOOP Services for which HOOP is responsible. Such malfunctions are deemed to be exclusively technical malfunctions in which the HOOP Services do not work as intended, insofar as this is not attributable to incorrect operation, individual configurations at the customer’s request, external system components or use not in conformity with the contract.
11.4 Requests from the Owner or his Users which, upon review, turn out not to involve a malfunction within the aforementioned meaning are not included in the fees and are invoiced to the Owner, as is the analysis effort required for this (including the technical check as to whether such a malfunction actually exists), as customer service according to the actual time spent at the respective current hourly rates. This includes, in particular, questions on the operation or application of the HOOP Services; enquiries about system behaviour that corresponds to the contractually agreed range of functions; training (including by telephone or online); individual advice or configuration support; manual information, analysis or evaluation activities (e.g. preparation of individual reports, information in response to data subject requests, interpretation of usage data, log analyses); change requests; set-up, configuration or introduction of new functions in the context of updates or integrations, including where these go beyond maintaining the existing range of functions; other supporting services outside the aforementioned rectification of malfunctions.
11.5 HOOP qualifies and prioritises the Owner’s requests. These are processed during HOOP’s usual office hours (excluding public holidays, internal training sessions and company events). Requests outside these hours may, at HOOP’s discretion and after consultation with the Owner, be processed and charged with the corresponding surcharges on the current hourly rates. Otherwise, requests are processed on the following working day (Monday to Friday). Whether a day is a public holiday or a working day is determined by the location of HOOP’s registered office.
11.6 HOOP is entitled to reject requests that are not submitted by authorised persons designated by the Owner.
12. Abuse, Breach of Contract, Force Majeure
12.1 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 the HOOP Services or terminate the contractual relationship in case of reasonable suspicion or breach of existing obligations or laws, the storage of illegal content or other misuse by the Owner or his Users. HOOP reserves the right to assert further rights and claims.
12.2 The blocking of access alone does not constitute a termination of the contractual relationship. HOOP can grant the Owner access to the HOOP account and the services again if he has stopped the use in breach of contract or law.
12.3 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 for more than 4 weeks, 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.
13. Warranty
13.1 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.
13.2 HOOP’s services are of the usual quality for corresponding services 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.
13.3 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.
13.4 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.
13.5 HOOP does not guarantee uninterrupted and fault-free use of the HOOP account or its services, either generally or at any particular time.
13.6 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.
13.7 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.
13.8 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.
14. Liability
14.1 HOOP shall only be liable for intent, gross negligence, and personal injury. Any further liability, insofar as this is legally permissible, is expressly excluded, in particular, for direct damage, consequential damage, financial loss, indirect damage (such as additional expenses, loss of profit, third-party claims, etc.), unrealised savings, loss of use, loss of reputation, loss of data and immaterial damage. This also applies to all strict, non-contractual and quasi-contractual liabilities and to avoidance on grounds of error.
14.2 HOOP’s liability for third parties engaged (such as auxiliary persons and substitutes) is excluded in full.
14.3 HOOP is not liable for the services of Third-Party Providers and the auxiliary persons and substitutes engaged by them that the Owner has utilised when using the HOOP Services. Their terms of use apply in this respect. In particular, it is not liable for the correct, prompt, punctual or complete execution of these services. 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.
14.4 Furthermore, HOOP will not be liable for damages resulting from transmission errors, technical defects, interruptions, malfunctions, faulty data, or data loss.
14.5 HOOP is not liable for damage in connection with notifications, transmissions and other dealings with authorities that are initiated by the Owner or his representatives or transmitted via HOOP. HOOP transmits exclusively the content, such as documents or information, entered and released or signed by the Owner or by the persons with signatory authority for this purpose. HOOP does not carry out any substantive, legal or factual review of this content and, in particular, checks neither its accuracy, completeness and currency nor the signatory authority of the persons selected or the completeness of the recorded shareholding or ownership structures. Responsibility for this as well as compliance with statutory notification, updating and other deadlines remain with the Owner or with the legal entity subject to the notification obligation and its governing bodies. In particular, HOOP is not liable for incorrect, incomplete or late notifications or for resulting fines, damage or consequential costs, to the extent permitted by law. Delays attributable to outstanding signatures, the postal service or authorities are outside HOOP’s sphere of influence.
14.6 HOOP is not liable for damage resulting from the inadequate fulfilment of the Owner’s obligations to co-operate or duties of care (such as the wrong choice of signature type or signatory, late or omitted signature, incorrect completion of the form screens, missing documents such as the Stampa or Lex Friedrich / Lex Koller declaration, etc.).
14.7 Any claims must be asserted within six months of the relevant service being provided.
14.8 All listed exclusions and limitations of liability apply to contractual as well as non-contractual claims of the Owner. Statutory, mandatory liability regulations are excluded from the limitations and exclusions of liability.
14.9 The Owner declares that he waives 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 applies in particular with regard to notaries, notary publics and their auxiliary persons, substitutes or agents.
14.10 He indemnifies HOOP against third-party claims and official measures arising from incorrect, incomplete or misleading information provided by the Owner.
14.11 The Owner will indemnify and hold HOOP harmless in relation to any claims in connection with the services of Third-Party Providers, the consent to the transfer of his customers’ data to them and breaches of existing confidentiality obligations, should data subjects (such as customers) claim that the processing or transfer of data by HOOP violates relevant data protection regulations or confidentiality obligations.
15. Data protection, confidentiality obligations
15.1 The Parties undertake to comply with the relevant data protection provisions.
15.2 When offering the HOOP account and providing its services to the Owner, HOOP is the processor within the meaning of data protection regulations and the Owner is the controller. By accepting these GTC, the Owner also accepts the agreement on commissioned data processing (DPA) and its appendix (list “Other processors“) in its current version.
15.3 Other processors are carefully selected and commissioned by HOOP. They receive data only to the extent necessary to fulfil the specifically agreed order processing. Order processing takes place in Switzerland and in third countries for which an adequate level of data protection is ensured or for which suitable guarantees are provided, such as the conclusion of standard data protection clauses. If, in a support case, data must be accessed, including from outside Switzerland, this will be done exclusively via secure VPN channels.
15.4 When using the services, information is exchanged between the Owner, HOOP and the Third-Party Providers involved, so that the services can be provided. In doing so, the Owner hereby expressly permits the parties involved the necessary access, the exchange between the respective systems and the processing of the content. In addition, the Owner hereby confirms that he has the corresponding express consent of his customers or of the respective data subjects and that he has informed them of the data processing taking place.
15.5 The Owner hereby authorises HOOP to pass on the necessary content to Third-Party Providers (such as banks, financial services providers, notaries, notary publics and authorities) and to receive the documents after they have provided their services, for storage in the Owner’s DeepBox folder. The transmission takes place on the basis of the information entered and released or signed by the Owner or by the persons authorised to do so. HOOP is not obliged to review this information substantively, legally or factually.
15.6 The Owner acknowledges that in this exchange of information, Third-Party Providers such as banks, financial services providers, notaries, notary publics and authorities (including their auxiliary persons and third parties called in by them) are subject to a duty of confidentiality (such as banking, official or professional secrecy) when providing their services. Therefore, the Owner hereby fully releases the persons subject to a duty of confidentiality from these confidentiality obligations and authorises them to exchange this information directly with each other in order to facilitate the intended HOOP Services. Only in this way can they support these services and carry out the necessary exchange of information between them and HOOP.
15.7 If necessary, the Owner must ensure that other persons involved (such as its customers) release the persons subject to such a confidentiality obligation from these confidentiality obligations for business transactions with the parties involved. The Owner confirms that he has obtained the consent of these individuals to the transfer and exchange of data between HOOP and the Third-Party Providers in order to enable the provision of the Services. In particular, he confirms that a bank or financial services provider is released from banking secrecy in this regard, and that a notary or notary public is released from official or professional secrecy. Furthermore, he acknowledges and accepts that these Third-Party Providers have the right to carry out checks on the consent obtained from the Owner’s customers. He undertakes to inform his customers accordingly.
15.8 The Owner can delete and adjust content in the HOOP account at any time, provided it is not related to an already released HOOP Service for which it is required. In such a case, the Owner should contact HOOP support.
15.9 How HOOP otherwise processes data is described in its currently published privacy policy on its website.
15.10 Business and trade secrets of the parties will be kept secret and information and data marked as confidential or recognisable as confidential from the circumstances will be kept confidential. The Parties will not use such information for their own purposes, disclose it to unauthorised third parties in whole or in part, provide it, or otherwise make it available.
16. Data security
16.1 HOOP implements technical and organisational measures that are appropriate, in particular to their state of the art, the type and scope of data processing when using its services and possible risks associated with their use. This includes the use of security measures, such as firewalls or antivirus programs to protect the Owner’s content.
16.2 The services of HOOP and any additional services from Third-Party Providers are provided via the Internet. State-of-the-art encryption mechanisms are used for data transmission.
16.3 HOOP carries out regular checks for possible threats to data security.
17. Customer satisfaction, promotional information
17.1 HOOP is interested in the satisfaction of its customers. HOOP may enquire by e-mail or in electronic form whether its services can be used satisfactorily or send information on the use of its services (such as maintenance, new features, utilisation options).
17.2 HOOP may also send the Owner and Users information about its own similar contractual products or additionally used services by e-mail or post or contact them by telephone.
17.3 Registration for an individual newsletter is consent based. HOOP or the senders named when registering for the newsletter can send it.
17.4 HOOP may use service providers to provide the Owner with promotional information and may pass on data to these service providers.
17.5 HOOP may pass on the Owner’s contact details to its partner companies and companies of the Abacus Group in Switzerland or the EU and their partner companies. Promotional information will be provided in accordance with the legal requirements.
17.6 The Owner can object to advertising information at any time or revoke any consent given by using the contact details in the website’s legal notice or the unsubscribe link in a newsletter.
18. Term of the contract
18.1 The contractual relationship comes into force upon acceptance of these GTC and after confirmation of the HOOP account, at the latest upon use of a HOOP Service. The contractual relationship is entered into for an indefinite period.
18.2 The Owner may terminate the use of the HOOP account and the HOOP Services at any time by closing his HOOP account by starting the corresponding termination process. This leads to the simultaneous loss of authorisation to use the HOOP Services.
18.3 For HOOP Services and third-party services already commenced, the entire remuneration is owed and is due immediately.
18.4 HOOP may terminate the contractual relationship with a notice period of three months to the end of a month without giving reasons and without compensation (such as by e-mail to the Owner at the e-mail address last provided in the HOOP account). This also applies if services are being used that are dependent on or provided by third parties. It may change or terminate individual HOOP Services at any time.
18.5 HOOP may also terminate the contract with an Owner if he has not actively used the HOOP account for at least 180 days. Prior notice is given that the HOOP account will be terminated if it is not actively used within a communicated reasonable period.
18.6 HOOP may at any time terminate or replace third-party services that are available when using the HOOP Services if there are legitimate reasons for doing so.
19. Consequences of Contract Termination
19.1 The termination of the contractual relationship does not entitle the Owner to a refund of any remuneration already paid. In the event of termination prior to the completion of a (released) HOOP Service, the full remuneration is owed. All receivables due must be paid.
19.2 Both parties reserve the right to terminate the contract without notice for good cause. Good cause shall include, in particular, reasonable suspicion of misuse of the HOOP account or a HOOP Service, any serious breach of legal or contractual provisions by the Owner or his Users, as well as insolvency, opening of bankruptcy proceedings or a petition for a debt-restructuring moratorium by the other party.
19.3 Upon termination of the contractual relationship, HOOP will block access to the HOOP account, terminate the use of the HOOP Services and cease technical communication with other systems or third-party services. Individually deactivated services are immediately blocked; pending business cases or services as well as associated status messages and information may neither be transported nor executed.
19.4 The Owner himself is responsible for a backup or archiving concept for his content and for planning the migration of content in the event of termination or cancellation. He must back up his data in good time and delete the relevant content or hereby authorises HOOP to delete it. Access to the Owner’s content is excluded after termination of the contractual relationship since the content will be deleted at the latest upon expiration of existing backup periods. Data that HOOP is obliged to retain is exempt from deletion, as may be data that HOOP is authorised to retain.
19.5 In the event of termination of complex HOOP accounts, the parties may co-operate for the proper transfer of data regardless of the reason for termination. HOOP supports the Owner, upon instruction, with the necessary termination actions, including any migration services. The Owner informs HOOP in good time before the end of the contract of the support required for its planning. HOOP may invoice its services for the Owner at the end of the contract according to its current hourly rates.
19.6 The data in the systems of the Third-Party Providers will remain in the respective systems, in accordance with the legal and contractual provisions applicable in the specific case with these Third-Party Providers regarding storage and archiving.
20. Other Provisions
20.1 These GTC replace previous general terms and conditions for the use of the HOOP account and the HOOP Services. General terms and conditions or licence conditions of the Owner are hereby excluded. They do not become part of the contract, even if HOOP does not object to them or provides or accepts services without reservation.
20.2 HOOP may change these GTC and its prices and will announce changes in an appropriate manner with reasonable advance notice. Changes are deemed to have been accepted if the Owner does not terminate the contractual relationship before the new GTC come into force, and in any case upon their acceptance when logging in or when using the HOOP account or the HOOP Services after the new provisions come into force. Any price adjustment will take effect from the start of a calendar month. The current version of HOOP’s GTC applies.
20.3 Existing amendments or additions to these GTC agreed in writing between the Owner and HOOP will also remain valid in the event of a new version of these GTC.
20.4 The Owner will 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 hereby agrees to a possible assignment or transfer of these rights and obligations.
20.5 If individual provisions of these GTC prove to be invalid or null and void, this will not render the remaining provisions invalid or null and void. Instead, they will be replaced by provisions that most closely reflect their economic purpose. The same applies to a gap in these GTC.
20.6 All legal relationships between the Owner and HOOP in connection with these GTC are subject to Swiss law to the exclusion of international private law and the Vienna Sales Convention.
20.7 Subject to other mandatory places of jurisdiction, HOOP’s registered office is the exclusive place of jurisdiction for all disputes arising from or in connection with these GTC. However, HOOP reserves the right to initiate proceedings against the Owner at its usual place of business.
20.8 All references to persons are to be understood as gender neutral.
20.9 These GTC are available in a printable format. They are available in various languages. In case of discrepancies or contradictions, the German version prevails.
