General Terms and Conditions

Zurich, 27.10.2021

  1. Scope of application

These General Terms and Conditions (“GTC”) apply to the entire business of Novalabs AG (hereinafter “Company”). The Company does not recognize any conflicting or deviating terms and conditions. This shall also apply if the Company accepts an order with knowledge of conflicting or deviating terms and conditions.

  1. Contract conclusion

The contract is concluded by the Client’s acceptance of the Company’s offer regarding the purchase of services. The contract is concluded in any case when the Client uses the services offered by the Company. However, the Company is free to refuse a Client without giving any particular reasons.

  1. Prices

Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT) and exclusive of any other applicable taxes.

The company reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract shall apply.

If a commission has been agreed upon, it shall be owed upon fulfillment of the obligations by the Company. Whether the end customer pays the customer has no influence on the origin and maturity of the commission, relevant is the fulfillment of obligations by the company.

  1. Payment

The company offers the customer the following payment options: Invoice, cash in advance.

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 period, the customer is automatically in default. From the moment of default, the customer shall owe interest on arrears at the rate of 5% (five percent).

Offsetting of the invoiced amount against any claim the Client may have against the Company is not permitted. The Company shall have the right to refuse delivery or provision of services in the event of default in payment.

  1. Company obligations

5.1. Service provision

Unless otherwise agreed, the company fulfills its obligation by providing the agreed services. The services include the application and development of numerical simulations, machine learning as well as scientific software and are basically aligned to the problem definition of the customer. The problem definition may, but need not, be set forth in a written specification. The Company reserves the right to use any scientifically justified method that contributes to the solution of the problem, unless otherwise agreed separately and in writing.

The Company provides for verbal discussion of the models, analyses and the resulting conclusions with the Customer. It is also intended to provide results and conclusions prepared in the form of presentations for the purpose of general understanding. Detailed reports must be agreed separately.

Projects will always be carried out with the greatest possible care, based on the state of the art, and using recognized methods from science and practice. Numerical simulations and statistical models (hereinafter “models”) are always subject to a certain degree of uncertainty. This must be taken into account in the assessment of the results and the expectation of the predictive performance of the models. Quantities predicted on the basis of models may show deviations from measured quantities. The services provided by the company and the results and conclusions drawn from them are therefore to be regarded as an additional source of information, supplementary to possible experiments, and do not serve as a complete substitute for experimental verification. The customer therefore bears the sole and complete responsibility for ensuring the quality and safety of the products and systems investigated within the scope of the service.

If no further provisions are agreed, the place of service provision shall be the registered office of the Company.

5.2. Auxiliary persons and service partners

The parties shall have the express right to engage auxiliary persons and service partners (hereinafter “third parties”) to perform their contractual duties. They shall ensure that the involvement of third parties takes place in compliance with all mandatory statutory provisions and any collective labor agreements. The selection of third parties shall be made by the Company itself and shall be made with a view to achieving the best possible success for the Customer.

  1. Obligations of the client

The Customer is obliged to immediately make all arrangements necessary for the provision of the service by the Company. The Client shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to the Company.

The customer is responsible for the content of the uploaded data. He guarantees the legality of these data. Any uploading or publishing of protected, illegal or objectionable material including plagiarism is strictly prohibited and any liability on the part of the Company is rejected. The client is liable to the company, its organs, employees and auxiliary persons for all damages caused in connection with the use of the data, regardless of fault. He must indemnify the company from claims of third parties and to take over the arising costs.

  1. Provisions for the software used

The customer is prohibited from copying, reproducing, sublicensing or otherwise transferring or reproducing the software or related documents or computer programs or transferring them to third parties. Furthermore, the Customer is prohibited from modifying, decompiling, disassembling or creating new software from elements of the software or related documents or computer programs, unless written permission has been obtained from the Company. Furthermore, the customer is prohibited from removing or altering any copyright marks on the software or related documents or computer programs. The copyright of the software remains in full with the Company.

The Customer shall ensure that the technical and factual prerequisites for the receipt and use of the services, data and content are met on his side. If these prerequisites are not fulfilled, this has no influence on the conclusion and continuation of the contract between the Customer and the Company.

Likewise, claims for damages for loss of the investments used, for loss of profit, for loss of data, for restoration of the software, for downtime or for other lost production or working time and for loss of courses are completely excluded, this applies to all claims of the Client, regardless of the legal grounds. The Company assumes no responsibility for external or indirect defects and consequential damages (e.g. damages resulting from business interruption due to delayed delivery, delay of information forwarding, due to viruses or from system errors). As far as the contractual liability of the Company is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents of the Company.

The Customer accepts checks and maintenance work by the Company, which may temporarily affect the availability of some or all products. The transmission of third party content and services may also be subject to temporary transmission delays. The Company endeavors to keep downtimes as short as possible in the interest of the Customer. The customer accepts proportionate impairments. The company is not liable for system failures of network operators, service providers or if the customer account has been hacked.

The Company does not guarantee that the services will be accessible without interruption, that the desired connections can be established at all times, or that stored data will remain available under all circumstances. An interruption of the accessibility of the services for the customer does not lead to claims for damages.

  1. Non-solicitation and non-employment

Without the written consent of the Company, the Customer may not entice away or employ employees or other auxiliary persons of the Company, either on its own account or on the account of others. Even after termination of the contractual relationship, the Client is prohibited from employing employees or other auxiliary persons of the Company in any way, directly or indirectly. This prohibition shall apply until one year after termination of the contractual relationship and is limited to the scope of activity of the respective employee or auxiliary person.

  1. Warranty

The company guarantees to perform the agreed services in the quality customary in the industry.

  1. Liability

Liability for any indirect damages and consequential damages is fully excluded. The liability for direct damages is limited to the price of the service. This limitation of liability does not apply to direct damages caused by gross negligence or intent.

The customer is obliged to report any damages to the company immediately. Any liability for auxiliary persons is fully excluded.

  1. Intellectual Property

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 any associated individual agreements have the transfer of any intellectual property rights as their content, unless this is explicitly mentioned.

In addition, any further use, publication and making available of information, images, texts or anything else that the customer receives in connection with these provisions is prohibited, unless it is explicitly approved by the company.

If the Customer uses content, texts or pictorial material in connection with the Company to which third parties have a property right, the Customer must ensure that no property rights of third parties are infringed.

  1. Privacy

The Company may process and use the data recorded within the framework of the conclusion of the contract for the fulfillment of the obligations arising from the contract. The Company shall take the measures required to secure the data in accordance with the statutory provisions. The Client 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 Client to these or third parties by order of courts or authorities. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes. The data necessary for the performance of the service may also be disclosed to contracted service partners, as long as they are also bound to confidentiality.

  1. Amendments

These General Terms and Conditions may be amended by the Company at any time.

The new version shall enter into force 30 (thirty) days after the notification or posting on the website (https://www.novalabs.ch/terms) by the Company.

The version of the General Terms and Conditions that is in force at the time of the conclusion of the contract shall apply to the Customers. Unless the customer has agreed to a newer version of the GTC.

  1. Priority

These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which still specify the provisions of these GTC take precedence over these GTC.

  1. Salvatory clause

Should any provision of this contract or any supplement thereto be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.

  1. Confidentiality

Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation remains in force even after the termination of the contract. The Company undertakes to enter into an agreement with all employees and third parties commissioned for the performance of services, which requires the confidential treatment of sensitive data.

  1. Force majeure

If the timely performance by the Company, its suppliers or third parties involved becomes impossible as a result of force majeure, such as pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 90 (ninety) days, the Company may withdraw from the contract. The Company shall fully reimburse the Customer for any advance payment for the period from the date of the force majeure. Any further claims, especially claims for damages due to force major are excluded.

  1. Applicable Law / Jurisdiction

These GTC are subject to Swiss law. Unless mandatory statutory provisions prevail, the court at the registered office of the company shall have jurisdiction. The company is free to bring an action at the defendant’s domicile. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is explicitly excluded.