These General Terms and Conditions ("T&C") apply to the entire business area of Neucom Software Design by Marco Barbosa Fagnani Gomes Lotz (hereinafter "Company").
The contract is concluded through the customer's acceptance of the company's offer regarding the purchase of services. In any case, the contract is concluded when the customer uses the services offered by the company.
Unless otherwise stated, all prices are in Swiss francs (CHF). All prices include any applicable value added tax (VAT). The prices are exclusive of any other applicable taxes. The company reserves the right to change prices at any time. The prices valid at the time the contract is concluded apply. If a commission has been agreed, this is owed when the company fulfills its obligations. Whether the end customer pays the customer has no influence on the creation and due date of the commission. What is relevant is the company’s fulfillment of its obligations.
The company offers the customer the following payment options: invoice, advance payment. The customer is obliged to pay the invoiced amount within 30 (thirty) days from the invoice date. If the invoice is not paid within the aforementioned payment deadline, the customer will automatically be in default. From the time of default, the customer owes default interest of 10% (ten percent). Offsetting the invoiced amount against any claim the customer may have against the company is not permitted. For an order total of CHF 5,000 or more, the company can request a deposit from the customer. The company has the right to refuse delivery or service provision in the event of late payment.
Unless otherwise agreed, the company fulfills its obligation by providing the agreed service. If no further provisions are agreed, the place of performance is considered to be the company's registered office.
The company has the express right to call in auxiliary persons to carry out its contractual obligations. It must ensure that the assistance of the assistant takes place in compliance with all mandatory legal provisions and any collective employment contracts.
The customer is obliged to immediately take all precautions necessary for the company to provide the service. The customer must carry out the arrangements at the agreed location, at the agreed time and to the agreed extent. Depending on the circumstances, this may include providing appropriate information and providing documentation to the company.
The customer may not solicit or employ employees or other auxiliary persons either on his own behalf or on behalf of a third party without the express written consent of the company. Even after the contractual relationship has ended, the customer is prohibited from employing the company's employees or other auxiliary persons in any way, directly or indirectly. This ban applies until one year after termination of the contractual relationship and is limited to the area of activity of the relevant employee or assistant.
If the products or services require acceptance, this will be done in accordance with the company's separate acceptance document enclosed with these General Terms and Conditions.
Both parties have the right to withdraw from the contract at any time. The other party must be reimbursed in full for the expenses already incurred. If a withdrawal occurs at an inopportune time, any claims for damages remain reserved.
If appointments have been agreed to provide the contractual service, cancellation is free of charge up to 3 (three) months before the appointment.
The company guarantees that the agreed services will be carried out in the quality that is customary in the industry.
Liability for any indirect damage and consequential damage is completely excluded. In the case of long-term contracts, liability for direct damage is limited to the last year of the contract. This limitation of liability does not apply to direct damage caused by gross negligence or intent. The customer is obliged to report any damage to the company immediately. Any liability for assistants is completely excluded.
The company is entitled to all rights to the products, services and any trademarks or is authorized to use them by the owner. Neither these General Terms and Conditions nor associated individual agreements contain the transfer of any intellectual property rights , unless this is explicitly mentioned.
In addition, any further use, publication or making available of information, images, texts or anything else that the customer receives in connection with these provisions is prohibited. Unless explicitly approved by the company. If the customer uses content, texts or visual material in connection with the company to which third parties have a property right, the customer must ensure that no third party property rights are violated.
The company grants the customer the right to use the software for the agreed period of time. The license is non-transferable and non-exclusive and limited to the function and scope according to the product description. Even after the license fee has been paid, the software remains the property of the company. The customer may only use the software for the agreed number of servers.
Except for the copy required for backup, copying is prohibited. The customer is prohibited from copying, reproducing, sublicensing or otherwise transferring or reproducing the software or associated documents or computer programs or transferring them to third parties. Furthermore, the customer is prohibited from modifying, decompiling, disassembling the software or associated documents or computer programs or creating new software from elements thereof unless the company has given written permission.
The customer is obliged to always use the current version of the relevant software. Furthermore, the customer is prohibited from removing or changing any copyright marks on the software or associated documents or computer programs. The copyright of the software remains entirely with the company as licensor and is not transferred to the customer. The customer is solely considered a licensee who is entitled to use the software in accordance with the contract.
The customer must ensure that the technical and actual requirements for receiving and using the services, data and content are met on his side. If these requirements are not met, this has no influence on the conclusion and continued existence of the contract between the customer and the company.
The customer undertakes to truthfully provide the personal data required when registering and to notify the company of any changes to the personal data.
Claims for damages for loss of investments, for loss of profits, for loss of data, for restoration of the software, for downtimes or other lost production or working hours and for exchange rate losses are completely excluded. This applies to all customer claims, regardless of the legal reasons. The company assumes no responsibility for external or indirect defects and consequential damage (e.g. damage from operational failure, delay in forwarding information, due to viruses or from line or system errors). To the extent that the company's contractual liability is excluded or limited, this also applies to the personal liability of the company's employees, representatives and vicarious agents.
The Customer accepts inspections and maintenance work by the Company, which may temporarily affect the availability of some or all Products. If content and services from third parties are forwarded, there may also be temporary transmission delays. The company endeavors to keep downtimes as short as possible in the interests of the customer. The customer accepts proportional impairments. The company is not liable for system failures of network operators, service providers, etc.
The Company offers no guarantee that the Services will be accessible without interruption, that desired connections can be established at all times, or that stored data will remain available under all circumstances. An interruption in the accessibility of the services for the customer does not lead to claims for damages.
The company guarantees that the licensed software essentially corresponds to the product specification and can be used as specified. A repair is only possible with the consent of the company. The company will only undertake any modifications or improvements to the software based on a special agreement. The customer is not entitled to any customer support or upgrade activities from the company.
The Company assumes no responsibility for the profitability of the Licensed Software and the business based thereon. There is no guarantee that the software will make a profit in the short or long term. It is the customer's responsibility to control the individual transactions carried out using the software and to ensure that they are compatible with their risk profile monitor. The customer uses the program at his own financial risk and responsibility.
If any defects in the licensed software are discovered, these must be reported to the company in writing or by email within 3 days of downloading or using the software at the latest. The company is not liable for defects that arise as a result of incorrect handling, normal wear and tear or external influences (power failure, faulty hardware, etc.). In particular, the company is not liable for any loss of data. It is the responsibility of the customer to secure their data regularly and to carry out any backups.
The company may process and use the data recorded as part of the conclusion of the contract to fulfill the obligations arising from the contract. The company takes the measures necessary to secure the data in accordance with legal regulations. The customer fully agrees to the storage and contractual use of his data by the company and is aware that the company is obliged and entitled to disclose information from the customer to them or third parties upon order of courts or authorities. If the customer has not expressly prohibited this, the company may use the data for marketing purposes. The data necessary to fulfill the service can also be passed on to commissioned service partners or other third parties.
These Terms and Conditions may be amended by the Company at any time.
The new version will come into force 30 (thirty) days after the Company publishes it on the website (https://www.neucom.io).
In principle, the version of the General Terms and Conditions that is in force at the time the contract is concluded applies to customers. Unless the customer has agreed to a newer version of the General Terms and Conditions.
These General Terms and Conditions take precedence over all older provisions and contracts. Only provisions from individual contracts that specify the provisions of these General Terms and Conditions take precedence over these General Terms and Conditions.
Should a provision of this contract or an attachment to this contract be or become invalid, this will not affect the validity of the rest of the contract. The contracting parties will replace the invalid provision with an effective provision that comes as close as possible to the intended economic purpose of the invalid provision. The same also applies to any contractual gaps.
Both parties, as well as their assistants, undertake to treat all information submitted or acquired in connection with the services confidentially. This obligation remains even after the termination of the contract.
If timely fulfillment by the company, its suppliers or third parties involved is impossible due to force majeure such as pandemics, strikes, interruptions in telecommunications or internet lines, the company is suspended from fulfillment for the duration of the force majeure and a reasonable start-up time after it ends exempt from the obligations concerned. If the force majeure lasts longer than 180 (one hundred and eighty) days, the company can withdraw from the contract. The company must fully reimburse the customer for any fees already paid.
Any further claims, particularly claims for damages as a result of vis major, are excluded.
These terms and conditions are subject to Swiss law. Unless there are mandatory legal provisions, the court at the company's registered office is responsible. The company is free to file a lawsuit at the defendant's registered office. The United Nations Convention on Contracts for the International Sale of Products (SR 0.221.211.1) is explicitly excluded.