Netcloud | Software Licence Agreement

About the job

1 Scope of the Agreement

1.1. This Software Licence Agreement governs the terms of use for software developed by Netcloud AG, Wülflingerstrasse 5, 8672 Seuzach, Switzerland (hereinafter referred to as the Licensor) and provided to the customer and the companies affiliated with the customer (hereinafter referred to as the Licensee) either for a fee or free of charge.

1.2. Affiliated companies within the meaning of this agreement are legally independent companies that are majority-owned companies in relation to each other, companies with majority participation, dependent and controlling companies, or companies that are party to a company agreement.

2.1. All rights to the software are the exclusive property of the Licensor. The software may only be used within the scope of the licensed applications as intended.

2.2. If the software components include various manufacturers, all copyrights remain with the creator of the respective component.

2.3. The agreed licensing applies exclusively between the Licensor and the Licensee and does not permit sublicensing to third parties by the Licensee. The Licensee undertakes not to copy the software or make it accessible to third parties in any other form.

2.4. The Licensee is generally not permitted to transfer or provide the software to third parties, whether for payment or free of charge. Transfer of licence rights and sublicensing is only permitted with the consent of the Licensor.

2.5. Except for the usage rights expressly mentioned in this contract and those mandatorily provided by law, the Licensee acquires no rights to the software and user documentation. The Licensee is not permitted to modify, further develop, convert, or decompile or edit the software without the consent of the Licensor (including bug fixes). Generally, translation, editing, arrangement, and other modifications of the software require consent unless it concerns intended use. In case of defects, the Licensee must grant the Licensor the right in writing to rectify the defect before modifying, extending, or reworking the software.

2.6. All copyrights, trademarks, or other intellectual property rights existing in or used in connection with the software are and remain the sole property of the Licensor.

3.1. The Licensor grants the Licensee a non-transferable and non-exclusive right to use the software and user documentation in accordance with the system requirements and terms of use specified in the order. Payment of the licence fee covers only the usage rights.

3.2. Delivery of the software and user documentation is made by agreement between the parties. Selection, installation, and commissioning of the software are the sole responsibility of the Licensee.

3.3. The right to use the software requires a valid subscription or licence. If the licence agreement is terminated, the Licensee's right to use all software of the Licensor ends.

3.4. Upon termination of the contractual relationship, the Licensee is obliged to delete the software and any copies of the software and user documentation without being asked, unless there is a legal retention obligation. This also applies to previous versions of the software and the user documentation.

Subject to contrary contractual provisions, the Licensee is not entitled to reclaim licence fees already paid upon termination of the contract for any reason.

3.5. The Licensor reserves the right to block the software by technical means if the contractual relationship has ended.

3.6. Further services such as training, problem resolution in application and integration, or further development of the software, etc., are chargeable.

4.1. The provision of support and maintenance services by the Licensor is defined in the individual agreement.

4.2. If no support and maintenance agreement exists, fault rectification on behalf of the Licensee is provided based on the applicable hourly rates.

5.1. A defect within the meaning of this contract exists only if the software does not fulfil the ordinary use or has a quality that is usual for software of the same kind and that the Licensee can expect according to the nature of the software.

5.2. The Licensor is not liable for defects caused by improper use, modification, or processing of the software by the Licensee, or by use of the software together with other programmes or on devices with which it is not compatible.

5.3. The Licensor is liable only for intent and gross negligence. Liability is limited to the scope of the respective contract value, up to a maximum of one million Swiss francs, for direct damages incurred by the Licensee in the event of a gross software error by the Licensor, provided that fault can be proven against the Licensor. Liability is also limited to the typical, foreseeable damage under the contract. Any further liability, especially for slight negligence, indirect damages or consequential damages such as loss of profit, additional expenses or personnel costs of the Licensee, unrealised savings, claims of third parties or data loss, as well as liability for vicarious agents and damages from delayed performance, is expressly excluded as far as legally permissible.

6.1. The place of jurisdiction is Winterthur.

6.2. The legal relationship is subject exclusively to Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

6.3. Should parts of this licence agreement or the contracts or addenda be invalid or legally ineffective, the remaining parts and provisions shall continue to apply. The invalid or legally ineffective parts of the licence agreement or individual contracts or addenda shall be interpreted in such a way that the overall meaning is preserved.

7.1. The Licensor reserves the right to amend this Software Licence Agreement at any time. Changes will be announced on the Licensor's website at least 30 days before they come into effect.

7.2. The Licensee has the right to object to the changes within 30 days of the announcement. In case of objection, the original contract terms remain in force. If the Licensee objects to the new contract terms, the Licensor has the right to extraordinary termination with a notice period of 30 days.

7.3. If the Licensee does not object within 30 days of receiving the announcement, the changes are deemed accepted and become part of the contract.

Netcloud AG, August 2025