Terms for Software Products

GTC for software products

General terms and conditions (licence terms and conditions) asa-control

TERMS AND CONDITIONS OF USE for the software products

Stuco AG Industrieweg 12, 3360 Herzogenbuchsee, - hereafter referred to as “Stuco AG” - provides the licensee with the desired asa-control software (hereafter referred to as “software”) for use under the following conditions:

1. Area of application

1.1 The terms and conditions of use also apply to future transactions between the parties concerning the provision and availability of software.

1.2 Any terms and conditions of the licensee that conflict in whole or in part will not be accepted. This will also apply if Stuco AG provides services in the knowledge of the licensee’s conflicting terms and conditions.

1.3 Stuco AG provides the licensee with the software exclusively on the basis of these terms and conditions of use.

2. Rights of use and exercise of rights of use

2.1 The software is subject to Swiss copyright law. It is or is considered to be an electronically accessible database (Datenbankwerk) within the meaning of the Swiss Copyright Law (Urheberrechtsgesetz). Stuco AG is the holder of all rights of use and exploitation to the software under copyright law.

2.2 The licensee is granted a simple, non-sublicensable right of use to the software for the agreed number of users and time for the term of the agreement.

2.3 Alternatively, Stuco AG will, upon request, provide the licensee with the software as follows:

a) Stuco AG will set up individual access for the licensee. Access to Stuco AG’s hosting system will be via the internet. The software will be protected by a username and password, which will be assigned initially to each user by Stuco AG.

b) If the licensee is provided with the software in the latest version for integration into its intranet on the basis of a data storage device (CD-ROM or other data storage devices), the licensee will install the software in due manner on its IT systems and ensure that the software is only made accessible to the contractually-defined user group.

2.4 If the software is provided on a data storage device, the original CD-ROM (or other data storage devices) will serve as a backup copy after the software has been installed on the mass storage device of the hardware. The licensee does not have the right to alter, edit, translate or otherwise rework the software or to decompile the programs itself or through third parties, unless this is expressly permitted by law.

2.5 If use of the software is via internet access, Stuco AG will carry out a one-time data import free of charge upon separate order from the licensee or against payment of a fee upon licensing of the corresponding module packages at the licensee's request, provided this is possible for the licensed software. Stuco AG will not accept liability for the accuracy, completeness or integrity of the imported data in any of these cases.

2.6 The licensee may not delete, alter or obscure any copyright notices or identifying features of the software.

2.7 Upon termination of the licence agreement, the licensee's right and ability to access the software via the internet will expire. If the licence agreement is terminated, the licensee will have the following options, for which a fee will be charged, for continued access to the data:

- Hosting: The solution will remain on the Stuco servers for a period of time to be agreed. The solution will only have viewer rights. The solution will continue to run in the release process. (Fees will be charged for hosting and a viewer). We recommend this option.

- Electronic data transmission: Stuco will support the licensee (for a fee) upon request in the transfer of database data (e.g. via interfaces to be set up), if this is technically possible.

3. Transfer

3.1 If the licensee has received the software on a data storage device, it does not have the right to make the software or parts of the software available to third parties or to transfer it to unauthorised third parties, either permanently or temporarily. In particular, the renting, sale, lending, leasing or other transfer to unauthorised third parties is prohibited. If access to the software is via the internet, the login details must also not be made available to unauthorised third parties.

4. Conclusion, termination of the agreement

4.1 Stuco AG may accept an order from the licensee within 14 days after the order has been placed by telephone or after the order has been sent by the licensee.

4.2 The agreement will be concluded at the latest after confirmation of the order by Stuco AG with the first act of fulfilment by the licensee (receipt of the data storage device, the login details or payment of fees).

4.3 Unless otherwise is agreed in writing, the agreement has a term of 24 months and will be extended in each case by a further 12 months, unless it is terminated by one of the parties at least three months before the end of the respective term of the agreement. An agreement that is concluded for an indefinite period of time may be terminated by either party with four weeks’ notice to the end of the month.

4.4 Both parties have the right to extraordinary termination without notice due to a compelling reason. Stuco AG will have a compelling reason in particular if the licensee is in breach of one of the restrictions on use pursuant to paragraphs 2 (and following) and 3 (and following) or otherwise uses the software unlawfully.

4.5 Any notice of termination needs to be in writing in order to be effective. This requirement will also be met if the notice of termination is transmitted by fax.

4.6 Licences for trial versions or for promotional purposes, whether a fee is charged or not, are provided by the licensor without obligation. These services may be discontinued at any time without notice.

5. Fee

5.1 The agreed fee (usage fee plus taxes, fees and costs) will be calculated in each case in advance for one year of use. The fee is payable within 30 days of receipt of the invoice without deduction.

5.2 If there is a change in the statutory VAT, Stuco AG will have the right to adjust the fee accordingly from the time the change takes effect.

5.3 If a number of users has been agreed and this number is exceeded within the term of the agreement, the licensee will be switched to the tariff that is applicable to the licensee in this case at the beginning of the month in which the change occurs. Any amounts already paid by the licensee under the old tariff will be deducted from the amount billed under the new tariff.

5.4 If the fee changes (e.g. due to an increase in the VAT rate) within a billing period, Stuco AG will have the right to invoice the fee separately for the period from the beginning of the calendar year to the time of the change and from the time of the change to the end of the calendar year.

5.5 The licensee may only offset or assert a right of retention with counterclaims that are undisputed or established in law.

6. Liability

6.1 The analyses, overviews and data sets offered in the software serve only the control and work organisation of the licensee. When training and instruction modules are licensed, it is recommended that successfully completed training/instruction is documented by using written certificates. The use of the software does not release the licensee from its statutory obligations to provide instruction and documentation thereof.

6.2 Stuco AG will not accept any liability for the currentness, correctness, completeness or quality of the information and data sets provided and in particular will not be liable for material or immaterial damage caused by the use or non-use of the information provided or by the use of incorrect or incomplete information. This limitation of liability does not apply to losses resulting from a breach of material contractual obligations (cardinal obligations) in a manner that endangers the purpose of the agreement by Stuco AG or a vicarious agent or to losses that are due to the gross negligence or wilful intent of Stuco AG, its legal representatives or vicarious agents.

6.3 Stuco AG’s liability for guaranteed properties and for injury to persons or due to other mandatory statutory regulations remains unaffected.

6.4 Stuco AG expressly reserves the right to change, add to or delete the software in whole or in part without prior notice or to temporarily or permanently discontinue publication.

6.5 If direct or indirect references are made to third-party websites that are outside the area of responsibility of Stuco AG (hyperlinks), Stuco AG will not be liable for the content of the websites.

6.6 Stuco AG will not be liable for the correct or expected functionality of third-party systems and software involved, such as mail delivery services, systems for providing interface data, licensee-owned hardware, etc.

7. Obligations of the licensee

7.1 The licensee guarantees that the data communicated to Stuco AG is correct and complete and will inform Stuco AG in each case immediately of any changes and, upon request, confirm the accuracy of the data communicated.

7.2 The licensee also undertakes to keep passwords and other login details provided by Stuco AG for the purpose of accessing the software strictly confidential and to inform Stuco AG immediately if it becomes aware that third parties have knowledge of the password and other login details.

8. Data protection

The licensee is aware that data protection for the transfer of data in open networks such as the internet cannot be fully guaranteed given the current state of technology. The licensee knows that the data stored by the licensee may possibly be viewed by third parties or the provider and is therefore responsible for the backup and security of the data transmitted and posted by it on the internet.

The licensee is aware that for test and development environments, database copies or backup files are created periodically (if necessary) on servers of Stuco AG or its developers (LUM GmbH in Marburg). These database copies are secured using state-of-the-art technology. The solutions and databases can only be accessed with a login and password. No data is stored outside of CH/EU.   

9. General

9.1 Swiss law applies exclusively to the contractual relationships between the parties to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.2 The exclusive place of jurisdiction for the assertion of any claims arising from contracts with Stuco AG is the location of Stuco AG’s registered office, i.e. currently Herzogenbuchsee. The ordinary courts have jurisdiction.

Privacy policy

Stuco AG declares that the employees entrusted with the tasks stated in this contract comply with the provisions of the data protection laws and have given a commitment that they will do so in accordance with these laws.

Data, procedures and information other than personal data, procedures and information, as well as business and trade secrets which Stuco AG obtains from the licensee or which Stuco AG gains access to or knowledge of may not be disclosed or made accessible to third parties or used in any other way other than that prescribed by the licensee. This includes all non-public information, in whatever form it exists and whether it is to be expressly defined as confidential or not, which becomes known to Stuco AG or its personnel in connection with the performance of the contract. The obligation to maintain secrecy will continue after the end of the contract.

Stuco AG agrees to inform all of its employees it uses in the performance of the contract that, in the event of a breach of the above obligations, they can expect not only a ban from work at the licensee, but also prosecution under criminal or civil law.

The licensee declares that it will use all documents and tools received from Stuco AG for the agreed purpose only and will not pass them on to third parties under any circumstances.

07/06/2021, Stuco AG, 3360 Herzogenbuchsee