General Terms and Conditions

These General Terms and Conditions (“GTC”) govern the contractual relationship between nomos system AG (“provider”) and the customer (“customer”). The provider reserves the right to make subsequent amendments or additions to the GTC. These will become part of the contract unless the customer objects within 30 days of becoming aware of them. The current version is published on https://www.nomos-system.com.

Software as a Service (“SaaS”) – Contract
1. The provider provides SaaS-services for its customers via the Internet and as an offline solution in the area of IoT (Internet of Things) / Smart Home.
2. The subject matter of the contract is:
  1. 1.2.1.the transfer of the software “nomos” for purposes of use via the internet and as an offline solution.
  2. 1.2.2.the sale of the controller.
Software Transfer
1. For the duration of this contract, the provider offers against payment the use of the software “nomos” to the customer in the respective current version via the Internet and as an offline solution. For this purpose, the provider shall store the software on a server which is accessible to the customer via the Internet.
2. Additionally, in order to control “nomos” remotely, the provider offers against payment cloud services to the customer for the duration of this contract.
3. The provider is continuously developing the software and will improve it through regular updates and upgrades.
4. The provider continuously monitors the functional capability of the software and eliminates software errors to the extent technically possible. An error exists in particular if the software does not fulfil the functions specified in the service description, delivers incorrect results or does not function properly in any other way, so that the use of the software is impossible or considerably restricted.
5. The provider may engage subcontractors to perform the contractual services. In the event of the authorised use of subcontractors, the provider carefully instructs the subcontractors.
Right of Us
1. The provider shall grant the customer the non-exclusive and non-transferable right to use the software “nomos” as intended within the scope of the SaaS-services for the duration of the contract.
2. The customer may neither duplicate nor edit the software unless this is permitted in writing by the provider. In particular, the customer is not entitled to make this software available to third parties, neither against payment nor free of charge. The customer is explicitly prohibited from making the software available to third parties in any form.
3. The customer undertakes to structure any contractual relationships with third parties in such a way that any gratuitous use of the software by third parties is effectively prevented.
Support
1. The provider shall answer enquiries (by e-mail or telephone) from the customer regarding the software “nomos” and other SaaS-services by telephone or in writing within the business hours published on the website https://www.nomos-system.com as soon as possible after receipt of the respective enquiry.
Duties of the Customer
1. The customer is obliged to prevent unauthorised access to the software by third parties by taking appropriate precautions. For this purpose, the customer shall, to the extent necessary, instruct its employees to comply with copyright law. In particular, the customer shall instruct its employees not to make any copies of the software or to pass on access data to third parties.
2. The customer himself is responsible for the input and maintenance of his data and information required for the use of the SaaS-services, without prejudice to the provider’s obligation to back up data.
3. The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
4. The customer is obliged to use the controller properly.
Inspection
1. The customer shall inspect the controller within 30 days of delivery. In the case of installation by the provider, the period shall not commence until installation has been completed. The customer shall notify the provider immediately in writing of any defects discovered.
2. Defects that were not recognisable during the inspection must be reported to the provider in writing immediately after their discovery.
Remuneration
1. The customer undertakes to pay the provider for the SaaS-services the agreed fee plus VAT.
2. Unless otherwise agreed in writing, the fee shall be paid in advance.
3. The provider will send the customer an invoice for the contractually owed fee.
4. The provider is entitled to adjust the fees and service contents by notifying the customer in writing as of the next possible termination date. Reasons for such a change of service are in particular the technical progress and the further development of the software. If the customer does not wish to continue the contract at the changed rates, he is entitled to extraordinary termination with a notice period of 14 days to the date of the changes.
Warranty
1. The provider guarantees the functional and operational readiness of the SaaS-services in accordance with the provisions of these GTC.
2. The warranty for the functional and operational readiness of third-party systems and protocols connected to “nomos” is excluded.
3. The provider guarantees that the controller has the agreed characteristics. If there is a defect, the provider is only obliged to make a replacement delivery. In particular, the replacement delivery can be made by replacing damaged components. If the provider is unable to make a replacement delivery within a reasonable period of time, the customer shall be entitled to withdraw from the contract or to make a deduction from the remuneration corresponding to the reduced value.
4. All rights in respect of defects shall expire at the latest two years after delivery of the controller.
Liability
1. To the extent permitted by law, the provider excludes all liability to the customer (or any third party) in particular for the performance of its contractual and non-contractual obligations (including negligence). This exclusion of liability also applies to the damage arising directly or indirectly from the use of the software “nomos”.
2. In all cases, irrespective of the basis of liability, the liability of the provider is limited to the amount of the monthly licence fee in the last twelve months before the damage occurred.
Term / Termination
1. The contractual relationship begins with the customer’s order.
2. The contract term corresponds to the term agreed between the customer and the provider.
3. Monthly subscriptions are concluded for an indefinite period of time and may be terminated by either party by giving one month notice to take effect at the end of each month.
4. Annual subscriptions are concluded for a period of one year. Unless the customer cancels the subscription at least 30 days before the end of the annual period, the subscription shall be automatically renewed for a further year. The annual subscription is invoiced annually in advance.
5. Subscriptions with other terms are concluded for the respective agreed term (e.g. 3 months). Unless the customer cancels the subscription at least 30 days before the end of the respective term (3 months), the subscription shall be automatically renewed for a further term (3 months). Unless otherwise agreed, invoices shall be issued in advance for the respective term (3 months).
6. Form of termination: Notice of termination must be given in writing or electronically. The customer account will be blocked after expiry of the notice period.
7. The immediate termination of the contract for good cause remains at the discretion of the parties. In particular, an important reason for the immediate termination of this contract exists for the provider if:
8. the customer is declared bankrupt or the bankruptcy proceedings are suspended due to a lack of assets;
9. the customer is in arrears with payment obligations arising to the extent of at least one month’s fees and has been reminded unsuccessfully by setting a grace period of two weeks and threatening to terminate the contract;
10. the customer culpably violates legal provisions when using the services which are the subject matter of the contract or interferes with copyrights, industrial property rights or rights to a name of third parties.
Notifications
1. Unless a stricter form is stipulated in this GTC or by law, all notices shall be sent in writing to the addresses indicated by the customer or indicated on the provider’s website. Transmission via e-mail shall in each case satisfy the written form requirement. Notifications from the provider to the e-mail address specified by the customer during registration shall in any case be deemed to be written notification.
2. The contractual parties are obliged to notify each other of any changes of address (incl. e-mail) without delay, otherwise notices sent to the address last notified in writing shall be deemed to have been received with legal effect.
Data Protection
1. By accepting these GTC, the customer simultaneously declares his consent to the provider’s data protection declaration in the currently valid version, which is permanently posted on the provider’s website (https://www.nomos-system.com). The customer declares to be familiar with this document.
Intellectual Property Rights
1. All intellectual property rights to the services, the software “nomos“ and the website remain the property of the provider.
Confidentiality
1. Information and facts mutually disclosed in the process of concluding this agreement as well as information and facts specified in this Agreement and, in particular, the existence and content of this Agreement in general are to be considered strictly confidential and neither of the Parties is allowed to disclose them to any third party, excluding their legal and / or financial representatives and advisors respectively, without the prior written consent of the other Party, except for the purpose of performing its obligations under this Agreement as well as in respect of claims against the other Party under this Agreement. Furthermore, the foregoing confidentiality obligation shall not apply to any information or facts that are or become publicly available through no fault of any Party or a Party is required to disclose information or facts pursuant to the applicable law or under legal proceedings. Provided, however, that such Party is requested or ordered to disclose any such information or facts pursuant to any government or court order or any other applicable legal procedure, such Party shall provide the other Party with prompt notice of any such request or order in time sufficient to enable the other Party to seek an appropriate protective order.
Severability
1. If any provisions or clause of this Agreement shall be or become illegal, void or be held invalid or unenforceable for any reason whatsoever, the legality, validity, and enforceability of all other provisions and clauses shall not be affected and the latter shall remain in full force and effect. Such illegal, void, invalid or unenforceable provision or clause shall be forthwith modified as minimally as possible so as to most closely reproduce the original intent of the Parties expressed thereunder and to be replaced by another reasonable provision or clause to be agreed upon by the Parties valid in form and substance and which shall accomplish as nearly as possible the original purpose and intent of the illegal, void, invalid or unenforceable provision or clause in due course respectively, as if the Parties had considered this point upon conclusion of the Agreement. The same shall apply if it should be ascertained that the Agreement contains a legal loophole.
Governing Law and Venue
1. This Agreement, its performance, any issue of construction or interpretation, any dispute, disagreement or claim arising out of or in connection with its subject matter, whether relating to its validity, its execution, the obligations provided herein or its performance, shall be governed by and construed in all aspects in accordance with the laws of Switzerland, to the exclusion of the conflict of law rules applicable therein as well as international and supranational law.
2. Any dispute, controversy or claim between the Parties arising under, out of or in connection with this Agreement or the transactions contemplated herein, including (but not limited to) conclusion, validity, invalidity, binding effect, amendment, breach or termination thereof, shall exclusively be referred to and finally determined by the competent courts of Zurich, Switzerland, which the parties irrevocably agree to be the exclusive venue for any dispute, controversy or litigation.
Predecence
1. In case of contradictions between the German and the English version of these GTC, the German version shall prevail.

Edition September 2021

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