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Terms of Service

Blue Lantern Sàrl (hereinafter "Zermmi") offers interested third parties (hereinafter "Customers") services and products in the field of dental practice management software (hereinafter "Services"). The nature, content, and configuration of Zermmi's Services are described in the current service descriptions as well as on Zermmi's website (www.zermmi.com) (hereinafter "Website").

Unless otherwise agreed in writing, these General Terms and Conditions in their current version (hereinafter "GTC") apply exclusively to all Services provided by Zermmi and/or Zermmi group companies based in Switzerland.

Zermmi reserves the right to modify these terms at any time. Modified terms take effect upon publication on the Website. Zermmi will make every effort to transmit the modified terms to the Customer by email.

  1. Services

    1. Zermmi provides its Customers with SaaS services via the Internet in the field of dental practice management software.
    2. The contract includes:
      1. provision of software usable via the Internet;
      2. hosting of Customer data (Data Hosting);
      3. support services;
      4. any other service agreed between the parties.

  2. Software Usage Rights

    1. For the duration of this contract, Zermmi makes available to the Customer, for remuneration, the Zermmi software (hereinafter "Software") in its current version, accessible via the Internet. For this purpose, Zermmi hosts the Software on a server accessible to the Customer via the Internet.
    2. Zermmi continuously develops the Software and improves it through regular updates and upgrades. The current functionalities result from the service description on the Website.
    3. Zermmi continuously monitors the proper functioning of the Software and corrects, to the extent technically possible, software errors. An error exists in particular when the Software does not perform the functions indicated in the service description, provides erroneous results, or does not function properly in another way, such that the use of the Software is impossible or severely restricted.
    4. Zermmi grants the Customer a non-exclusive and non-transferable right to use the Software, for the duration of the contract, in accordance with its purpose within the SaaS services.
    5. The Customer is not authorized to reproduce or modify the Software, unless expressly authorized by the current service description on the Website. In particular, it is forbidden to install, even temporarily, or record the Software on data media (hard drives or similar) of equipment used by the Customer (except RAM).
    6. The Customer is not authorized to make this Software available to third parties, whether for payment or free of charge. Any provision of the Software to third parties is expressly prohibited.

  3. Data Hosting

    1. Zermmi provides the Customer with storage space on a server located in Switzerland for recording their data.
    2. The Customer undertakes not to store on this space any content whose provision, publication, or use would violate applicable law or agreements concluded with third parties.
    3. Zermmi ensures, to the extent technically possible, that stored data is accessible via the Internet.
    4. Zermmi is required, to the extent technically possible, to take appropriate and reasonable measures against data loss and to prevent unauthorized access by third parties to Customer data. For this purpose, Zermmi will regularly perform backups, check Customer data for viruses, use only encrypted data communications, and install firewalls.
    5. The Customer remains at all times the sole holder of rights to their data and may, during the contract period, require Zermmi to deliver some or all of their data, without Zermmi having a right of retention. Data delivery is performed by export from the Software. The Customer has no right to the software necessary for using/operating the data.
    6. After contract termination, the Customer is still entitled, for one month (from the termination date), to request delivery of their data in accordance with the preceding provisions. Zermmi is not required to retain Customer data beyond this period. If, after the expiration of this one-month period, the Customer requests data delivery and such data is still available at Zermmi, Zermmi will deliver the data after payment of actually incurred costs.

  4. Support & Customer Service

    1. Zermmi will respond to Customer inquiries related to the Software and other SaaS services, as quickly as possible after receipt, every day from 08:00 to 20:00 (7/7).

  5. Accessibility Impairment

    1. Adaptations, modifications, and additions to the contractual SaaS services, as well as measures aimed at identifying and correcting malfunctions, lead to temporary interruption or accessibility impairment only if technically necessary.
    2. Monitoring of basic SaaS service functions is performed daily. SaaS service maintenance is carried out in principle during business hours published on the Website. In case of serious errors — use of SaaS services is no longer possible or severely restricted — maintenance is generally performed within 2 hours of becoming aware or notification by the Customer. Zermmi will inform the Customer in a timely manner of maintenance work and execute it as quickly as possible.

  6. Customer Obligations

    1. The Customer is required to prevent, through appropriate measures, any unauthorized access by third parties to the Software. For this purpose, they will remind their employees, if necessary, to respect intellectual property rights. They will in particular instruct them not to make copies of the Software and not to communicate access identifiers to third parties.
    2. The Customer is responsible for entering and updating data and information necessary for using SaaS services — without prejudice to Zermmi's data backup obligation.
    3. The Customer is required to check for viruses or other harmful components in their data and information before entry, and to use state-of-the-art antivirus programs for this purpose.
    4. Upon first use of SaaS services, the Customer must create a profile and generate for their users (hereinafter "Users") "User IDs" and passwords necessary for subsequent use of SaaS services. The Customer is required to keep these "User IDs" and passwords secret and not make them accessible to third parties.
    5. The Customer will immediately inform Zermmi of any unauthorized use of "User IDs" and passwords or any other security breach. In such cases, Zermmi, in agreement with the Customer, will modify the concerned "User IDs" and passwords.

  7. Remuneration

    1. The Customer undertakes to pay Zermmi, for the provision of the Software and data hosting, the remuneration agreed according to their subscription, excluding statutory VAT.
    2. Zermmi will send the Customer an invoice for the contractually due remuneration.
    3. Zermmi is entitled, by written notification to the Customer and for the next possible termination deadline, to adapt rates and service content. Reasons for such adaptation include in particular technical progress and Software evolution. If the Customer does not wish to continue the contract at the new rates, they have the right to terminate extraordinarily with 14 days' notice on the modification date.
    4. Upgrade: the Customer undertakes to use SaaS services only within the agreed services. If the number of Users or their agreed usage volume increases, the Customer must inform Zermmi without delay. Remuneration will be adjusted by Zermmi according to the price list in effect at that time.
    5. Downgrade: a downgrade is possible at the next termination deadline.

  8. Warranty / Liability

    1. Zermmi guarantees the proper functioning and serviceability of SaaS services in accordance with the provisions of these GTC.
    2. The Customer undertakes to hold Zermmi harmless and indemnified from any third-party claims based on data they have stored or on the use of SaaS services, and to reimburse Zermmi for all costs resulting from possible rights infringements.
    3. Zermmi is authorized to immediately block access when there is a well-founded suspicion that the use of SaaS services is unlawful and/or infringes third-party rights. There is in particular a well-founded suspicion when courts, authorities, and/or other third parties inform Zermmi. Zermmi will immediately inform the Customer of the blocking and the reason. The blocking will be lifted as soon as the suspicion has been completely cleared.
    4. Within the framework of legal provisions, Zermmi excludes all liability towards the Customer (or any third party), in particular for the performance of its contractual or extra-contractual obligations, as well as for data loss and loss of profit (including in case of negligence). This limitation of liability also applies to damages resulting directly or indirectly from the use of the Software.

  9. Duration / Termination / Dissolution

    1. The contractual relationship begins:
      1. with registration and enrollment by the Customer, or
      2. upon receipt by the Customer of a written order confirmation issued by Zermmi.
    2. Monthly subscriptions: concluded for an indefinite period and terminable at any time; termination takes effect at the end of the current billing period.
    3. Annual subscriptions: concluded for a period of one year. Terminable at any time; termination takes effect at the end of the current annual period. Failing termination before the end of the current annual period, the subscription is tacitly renewed for an additional year. Annual subscription billing occurs annually and in advance.
    4. If the parties have agreed on another duration, the provisions agreed between them apply.
    5. Immediate contract termination for just cause remains reserved. Just causes for immediate termination by Zermmi include in particular:
      1. the Customer's bankruptcy or suspension of bankruptcy proceedings for lack of assets;
      2. the Customer's delay in payment obligations under this contract amounting to at least one monthly payment, despite an unsuccessful reminder setting an additional two-week deadline and announcing termination;
      3. the Customer's violation of their contractual obligations.

  10. SSO Dental Tariff – DENTOTAR®

  11. If the Customer wishes to use, in the Software, the SSO dental tariff – DENTOTAR®, additional contractual provisions apply. In this case, the contractual relationship only begins after acceptance by the Customer of the additional conditions and completion of necessary formalities.

  12. If SSO terminates or withdraws from Zermmi the license to use the SSO dental tariff – DENTOTAR®, Zermmi is authorized to deactivate this tariff in the Software. Zermmi will immediately inform the Customer. If the Customer does not wish to continue the contract without the SSO – DENTOTAR® tariff, they have the right to terminate extraordinarily with 14 days' notice on the tariff deactivation date. Any overpaid fees are refunded pro rata.

  13. Data Protection / Confidentiality

  14. Zermmi undertakes to keep confidential all facts of which it becomes aware in the context of preparing, executing, and fulfilling this contract, in particular the Customer's medical, commercial, or business secrets, and not to transmit this information to unauthorized external third parties without the Customer's agreement. This applies to any unauthorized third party, unless the transmission is necessary for the proper performance of Zermmi's contractual obligations.

  15. All Zermmi employees likely to process data are subject to confidentiality obligations and, if the cantonal law applicable at the Customer's location requires it, to the Customer's right of instruction concerning their clientele data.

  16. Zermmi is authorized, unless written objection by the Customer, to publicly cite the Customer as a reference and to use, appropriately, general information relating to the contract for marketing and sales purposes.

  17. Within the framework of legal provisions, Zermmi is entitled to record and analyze usage data for operational purposes (in particular market research). Anonymized data may be used more broadly. The Customer expressly consents to this.

  18. Intellectual Property Rights

  19. All intellectual property rights relating to the Services, Software, Website, and related documentation remain the property of Zermmi or rights holders having granted licenses to Zermmi.

  20. Communications

  21. All communications are to be addressed in writing to the addresses indicated during Customer registration or on the Website, unless a stricter form is imposed by this contract or by law. Sending by email satisfies the written form requirement. Communications from Zermmi to the email address indicated by the Customer during registration are in any case valid as written communications.

  22. The contracting parties are required to notify each other without delay of any address change (including email), failing which communications sent to the last address communicated in writing are deemed validly received.

    Zermmi address (company): Blue Lantern Sàrl Email: contact@zermmi.com

  23. Final Provisions

  24. If certain clauses of this agreement are totally or partially invalid, the possibly invalid provisions must be interpreted, completed, or replaced in a manner to achieve the pursued economic objective. The same applies in case of gaps in this agreement.

  25. Transfer of the contractual relationship to another natural or legal person, or assignment of individual rights and obligations arising therefrom, requires the prior written agreement of all parties. Excluded from this requirement is the transfer (or partial transfer) by Zermmi of the contractual relationship to a company in its group.

  26. Jurisdiction and Applicable Law

  27. The parties agree that all legal relationships arising from this contract are governed by Swiss law, excluding the rules of private international law (PIL) and the Vienna Convention on the International Sale of Goods (CISG).

  28. For all disputes arising from the execution of this contract, Geneva is the exclusive jurisdiction.