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Terms and Conditions

General

1. The General Terms and Conditions of Business for the Provision of Services (referred to below as AGB) govern all contractual relationships between Junisphere Systems AG (referred below as Junisphere) as the service provider and its customers as the recipients of the service.

2. These AGB do not cover contracts for the transfer of ownership of movable objects. Those are governed by the separate General Terms and Conditions of Business (AGB Purchasing).

3. Individual written agreements between Junisphere and the customer and special provisions in the service documentation take priority over the AGB. Where the individual agreements and the service documentation do not contain any different provisions, the AGB shall apply.


Conclusion of the contract

4. The customer chooses the service on the basis of the offer from Junisphere. Offers made by Junisphere are not binding. The service contract is not concluded until confirmation has been given by Junisphere. The date of conclusion is the date on which the confirmation is dispatched.

5. If the service is provided without prior confirmation, the contract takes effect with the acceptance of the service on the terms and conditions of the AGB. All service contracts shall be guided by the AGB, which are acknowledged by the customer by placing an order or accepting the service.

6. Where the service involves the assignment of use of software programs, the customer receives a non-transferable and non-exclusive right of use on the conditions of use specified by Junisphere. In the absence of any other agreement, the customer shall in particular not be allowed to

• use the source code of the software programs
• hand over the software programs or parts thereof to a third party or make them available to a third party
• transfer the software programs or parts thereof from one computer or network or a data transmission channel to another computer
• amend, translate, reverse develop, decompile or deassemble the software program or parts thereof or transfer them to a different operating system
• prepare works derived from the software programs or duplicate the written material
• translate or amend the written material or prepare works derived from the written material
• transfer rights of utilization in the software programs to third parties.

7. Junisphere may authorize the customer to test certain software programs for a fixed period. The beginning and duration of the test period will be notified to the customer in the confirmation. During the test period, the customer is entitled at any time to ask for the service contract to be terminated.


Performance of the service

8. The performance scope of the service is determined by the confirmation. Junisphere reserves the right to provide partial services. The head office of Junisphere shall be the place of performance.

9. A separate agreement is reached on the time of performance. Junisphere will take account as far as possible of the customer's desired date.

10. Junisphere is liable for compliance with the agreed performance date in so far as this was expressly designated as binding.

11. Where a binding performance date is not respected, the customer must allow Junisphere a period of grace of one month in writing. If due action is not taken during this period of grace, the customer is entitled to terminate the relevant contract. Claims for compensation, termination or withdrawal from the contract will not be entertained in any other case.


Charges and billing

12. The charges for the services are guided by the contractual agreement and quoted excluding value added tax. Additional charges are made for extra services. The following types of charge exist:

• non-recurring charges
• recurring charges
• a combination of non-recurring and recurring charges

13. The charges are calculated with effect from the date on which the service is provided. Where the right to use software programs is assigned, the date of installation shall be used to calculate the charge. The date of installation is the latest of the following dates:

• the day after the date on which the test period ends
• the second day of business after expiry of the performance lead-time

14. Recurring charges are payable in advance. Monthly charges are billed quarterly at the beginning of each calendar quarter (calculation period). Where the start of the contract does not coincide with the start of the calculation period, the first bill shall be issued proportionately for the period running until the start of the next calculation period.

15. Recurring charges may be amended by Junisphere in writing not less than five days before the start of the new calculation period. The amendment takes effect from the next calculation period.

16. Changes to non-recurring charges are notified to the customer and take effect on receipt of the notification.

17. In the absence of express agreement to the contrary, payments must be made net within 15 days of the invoice date. The same applies to partial services. Late payments justify Junisphere in withdrawing from the contract and claiming compensation. On the expiry of the 15 day period, Junisphere is entitled to charge 5% interest on arrears.


Warranty and liability

18. Junisphere guarantees that the ordered service will be provided with appropriate care.

19. Junisphere is liable for damage which causes through improper action, deliberate intent or negligence

20. No further liability or warranty is accepted or provided by Junisphere.


Duration and termination of the contract

21. If the service to be provided by Junisphere runs for a specific duration, this will be stated in the confirmation.

22. If an indefinite contract duration is agreed in the confirmation, either party may terminate the service by giving three months advance notice to the end of any month.

23. If a particular contract duration is agreed in the confirmation, the contract shall remain in force for the agreed duration and will be automatically converted into an indefinite contract on the expiry of that period. Both parties are entitled to give written notice within one month of the end of the particular contract duration that they do not wish the service to continue.

24. For important reasons which make performance of the contract unreasonable for the parties, they may terminate the contractual relationship without notice with effect from any given date. An important reason shall be in particular late payment by the customer or bankruptcy or liquidation, suspended payment or foreclosure of a mortgage of either party.

25. Where the contract has been terminated without notice for important reasons through the fault of a party, said party is required to compensate the other party for the prejudice suffered thereby.

26. The termination of the contractual relationship does not release either of the parties from the obligations existing at that time, in particular to make payments and discharge post-contractual obligations.


Applicable law and place of jurisdiction

27. The AGB, together with the rights and obligations of the parties, shall be governed solely by Swiss law.

28. Any disputes between the parties shall be settled as far as possible in an equitable and amicable manner. Where efforts to reach such a settlement prove unsuccessful, the ordinary courts at the place where Junisphere has its registered office shall have sole competence to rule on disputes.


Other provisions

29. Assignment of rights or transfer of obligations under a contract require the prior written consent of the parties

30. The parties designate the registered office of Junisphere as the place of performance for all services.

31. If parts of the AGB are now invalid or become invalid in future, that shall not affect the legal validity of the other AGB provisions.

32. All amendments and/or additions to the AGB are valid only if they are made in writing.