Terms and Conditions

Version 1.3 · As of 1 September 2026
Replaces version 1.2 of 1 September 2026

Translation provided to aid understanding. Only the German version is authoritative. To the German version

A. General Part

Scope

1.1 These General Terms and Conditions (“GTC”) govern the contractual relationships between let’s automate gmbh, Rebengässli 5, 5245 Habsburg (“let’s automate”), and the customer, unless deviating written agreements have been made in an individual contract or in the order confirmation. The customer’s terms of contract do not apply, even if the customer’s orders refer to them or let’s automate performs services without objecting to such customer terms.

1.2 In the General Part (A.), these GTC contain the contractual provisions applicable to all contractual services of let’s automate; the special parts of these GTC (Parts B., C., D., E., F. and G.) contain the contractual provisions applicable to specific contractual services, which prevail over the General Part (A.) in the event of contradictions.

1.3 The commercial conditions governing the individual contractual services, such as product and service specifications, prices and deadlines, are set out in the individual contract or in the order confirmation, or in supplementary contractual documents (price lists, etc.). In the event of contradictions, the provisions of the individual contract or of the order confirmation prevail over the contents of these GTC.

1.4 Supplementary contractual documents: Where let’s automate processes personal data on behalf of the customer, the data processing agreement concluded between the parties, together with its annexes, forms an integral part of the contractual relationship. In matters of data protection law it prevails over these GTC (sec. 14.2).

Conclusion of contract

2.1 Written or electronic offers from let’s automate are valid for ten days, subject to price changes by third-party suppliers and manufacturers; verbal offers are non-binding and subject to change.

2.2 The customer’s written or electronic acceptance of an offer from let’s automate under sec. 2.1 constitutes an offer by the customer binding for ten days. The contract between let’s automate and the customer comes into being only when let’s automate sends the customer an order confirmation or performs the ordered contractual services. Alternatively, a contract also comes into being through the mutual signing of an individual contract.

Duration of contract

3.1 Written contracts enter into force on the date of their signing, order confirmations on the date of issue.

3.2 One-off contracts (e.g. purchase of hardware or software, performance of a one-time service) end upon their proper fulfilment.

3.3 Continuing contracts (e.g. provision of hardware or software for a period, provision of cloud services such as IaaS or SaaS, services) end upon the agreed expiry of the contract or upon its termination. Unless otherwise agreed in the individual contract or in the order confirmation, either party may terminate a continuing contract subject to a notice period of three (3) months with effect from the end of the agreed contract period or, in the absence of such an agreement, from the end of a month. Termination by either party for good cause remains reserved. Notices of termination must be given in writing.

Performance of services

4.1 The nature, scope and characteristics of the products and services are set out in the individual contract or in the order confirmation. Reference may be made therein to further documents.

4.2 let’s automate may either perform the contractual service itself or have it performed in whole or in part by third parties.

Handover and acceptance of the contractual service

5.1 let’s automate fulfils the contractual service by handing over the product or the work result, or by providing the agreed cloud service or the agreed service.

5.2 A formal acceptance of contractual services involving both parties does not take place unless this is expressly provided for in the individual contract or in the order confirmation. It is incumbent on the customer to inspect the contractual service immediately (inspection period); defects must be notified to let’s automate in writing within 10 days (notification period). If the customer fails to do so, the contractual services are deemed approved or accepted.

5.3 Contractual services are furthermore deemed accepted at the latest when the customer uses them productively or when — in the event that an acceptance has been agreed — the acceptance does not take place within 10 days after the service has been handed over to the customer.

5.4 Defects that do not preclude the intended use of the contractual service (“minor defects”) do not prevent acceptance.

Default in acceptance

6.1 If the customer does not accept the contractual service, or does not accept it in good time, let’s automate may, after setting a reasonable grace period, either (i) adhere to the part of the contract performed to date and demand the remuneration agreed for it, while refraining from any further performance of contractual services, or (ii) withdraw from the contract, demand the return of all contractual services delivered and claim damages, consisting in the reduction in value or in reasonable compensation for the use of the contractual services as well as in the full agreed compensation for the contractual services already performed.

6.2 The assertion of further damage remains reserved.

Deadlines, default by let’s automate

7.1 Dates indicated by let’s automate are as a rule planned dates which let’s automate endeavours to meet. If let’s automate culpably fails to meet a date for the performance of services expressly agreed as binding in the individual contract or in an order confirmation, the customer may set let’s automate a reasonable grace period of at least 30 days in writing.

7.2 If this period is also not met, let’s automate is in default and the customer may, after setting a further grace period for performance in writing and after its expiry, (i) continue to demand performance of the contractual service or (ii) provided the customer declares this without delay, waive the contractual services or, in the case of a one-off transaction, withdraw from the contract if the outstanding contractual service significantly impairs the fitness for use of all contractual services obtained from let’s automate, or, in the case of continuing contracts, terminate the contract extraordinarily.

The customer’s duties to cooperate

8.1 The customer ensures that all cooperative acts required for the performance of the services owed by let’s automate are performed in good time and free of charge for let’s automate. The customer is obliged to cooperate actively in the performance of let’s automate’s services.

8.2 Unless this forms part of the agreed services of let’s automate, the customer’s duties to cooperate include in particular the creation of all prerequisites within the customer’s operating environment that are necessary for let’s automate to perform the services. The customer is itself responsible for the security of its own data; in particular, it will back up its data before planned activities. Sec. 23.5 and 23.6 remain reserved.

8.3 Further duties of the customer to cooperate may arise from the respective supplementary contractual documents, the individual contracts or the order confirmations.

8.4 Delays and additional work caused by defective performance of duties to cooperate are borne by the customer and may be invoiced additionally by let’s automate on the basis of let’s automate’s official rates.

8.5 The customer shall furthermore appoint a person responsible towards let’s automate for providing binding information.

Prices

9.1 Price indications given by let’s automate before conclusion of the contract are non-binding. The agreed prices are net prices ex the registered office of let’s automate in Habsburg, Switzerland, excluding value added tax and any further duties.

9.2 Expenses incurred by let’s automate that do not arise from expressly agreed services are to be compensated additionally by the customer according to time and cost (e.g. for operating errors, unauthorised interventions, effects of third-party products, breach of the customer’s duties to cooperate, power failure, software and virus attacks, force majeure).

9.3 Travel time and expenses of let’s automate are to be compensated additionally according to actual expenditure, unless expressly provided otherwise in the individual contract or in the order confirmation.

Payment terms, customer’s default in payment

10.1 Invoices from let’s automate are due for payment within 30 days of the invoice date. Upon expiry of this period the customer is in default without further notice. Invoices that are not objected to in writing within the payment period are deemed acknowledged.

10.2 If the customer is in default in paying an invoice from let’s automate, let’s automate may claim statutory default interest. The assertion of further damage remains reserved.

10.3 The customer may set off claims of let’s automate against its own claims only if let’s automate expressly consents thereto in writing or if the claim has been established with final legal effect.

10.4 If the customer is in default with a payment, let’s automate may, after a written reminder and the unused expiry of a grace period of ten days, suspend the performance of services or block access to cloud services until all due invoices have been settled. The claim to the agreed remuneration continues to exist for this period.

Intellectual property rights in services

11.1 All rights in the services, products and work results created by let’s automate or by third parties engaged by let’s automate remain with let’s automate or with the third party. In the contractually agreed services, products and work results the customer receives merely a non-exclusive, non-transferable right of use for its own purposes.

11.2 The customer warrants to let’s automate that it will make available for the performance of the contract only such documents and aids as the customer is entitled to provide.

Warranty

12.1 Where let’s automate provides contractual services from or for third-party suppliers and manufacturers (hardware, software, cloud services, etc.), the customer’s warranty rights are governed by the terms of contract of the third-party supplier or manufacturer concerned.

The following provisions concerning warranty apply only to the extent that the terms of contract of third-party suppliers or manufacturers contain no corresponding rules. Vis-à-vis let’s automate, the customer’s warranty rights consist exclusively in let’s automate asserting against that party the warranty rights under the terms of contract of the third-party supplier or manufacturer. If the third-party supplier or manufacturer does not voluntarily comply with its warranty obligation, let’s automate assigns the warranty rights to the customer for enforcement.

Any further warranty of let’s automate for services of third-party suppliers or manufacturers is excluded to the extent permitted by law. The warranty for let’s automate’s own services is governed by sec. 12.4 and by the special parts of these GTC.

12.2 If the customer handles contractual services of let’s automate improperly, modifies or repairs them on its own authority, or has such acts carried out by third parties not commissioned by let’s automate, it forfeits all warranty claims.

12.3 let’s automate’s warranty extends only to the contractual scope of services. Accordingly, only those characteristics are warranted that have been expressly designated as such in the individual contract or in the order confirmation.

12.4 let’s automate assumes the warranty for defects in contractual services or parts thereof which demonstrably occur within the warranty period as a consequence of defective contractual services. let’s automate may discharge the warranty by replacing or repairing the defective contractual service or parts thereof free of charge. Replaced contractual services or parts thereof become the property of let’s automate. However, the expenditure for the replacement performance may in no case exceed the respective current value of the entire original contractual service.

12.5 Subject to deviating rules in the individual contract or in the order confirmation (sec. 1.3), all cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal ground on which they are based, are conclusively governed by these GTC, including for the specific contractual services in the special parts of these GTC. In particular, all claims not expressly mentioned for damages, reduction, cancellation of the contract or withdrawal from the contract are excluded.

12.6 The warranty period for the contractual services is three months. The warranty period begins in every case upon handover of the contractual service. For replaced or repaired contractual services, subject to purely incidental replacement or repair work, the warranty period begins to run anew.

Liability

13.1 Liability for direct damage culpably caused by let’s automate in performing an individual contract or an order confirmation is limited, per individual contract or order confirmation, to a maximum of 50 % of the remuneration under the respective individual contract or the respective order confirmation. In the case of recurring remuneration, half the annual fee is deemed the relevant remuneration.

13.2 Any liability of let’s automate or its auxiliary persons for other or more extensive claims and damage, in particular claims for compensation for indirect or consequential damage, for consequential damage caused by a defect or for third-party claims, lost profit, savings not realised or loss of earnings as well as loss of data — on whatever legal ground — is expressly excluded.

13.3 More extensive mandatory statutory liability remains reserved (e.g. Art. 100(1) CO).

13.4 Where the special parts of these GTC provide a deviating standard of liability for a type of service, that standard prevails (sec. 1.2). The upper limit under sec. 13.1 applies in every case as the maximum amount.

Miscellaneous provisions

14.1 Confidentiality: Both contracting parties undertake, for themselves and for their auxiliary persons, to maintain the confidentiality of all documents and information that are not generally known, that relate to the business sphere of the other party and that become accessible to them in the preparation and performance of this contract, including the content of the contract. This obligation continues after the end of the contractual relationship for as long as there is a legitimate interest therein.

14.2 Data protection: The contracting parties are aware that the conclusion and performance of the contract may lead to the processing of personal data concerning the contracting parties, their employees, subcontractors, etc. In such cases the parties will ensure data protection by means of suitable organisational, technical and contractual measures. Where let’s automate processes personal data on behalf of the customer, the parties conclude a data processing agreement. That agreement, together with its annexes 1 to 4, forms an integral part of the contractual relationship and prevails over these GTC in matters of data protection law. The technical and organisational measures (annex 2) and the list of sub-processors (annex 3) are maintained by let’s automate and provided to the customer in the version in force on request; their amendment is governed by the procedure provided for in the data processing agreement.

14.3 Export control: The customer is aware that services of let’s automate may be subject to the export legislation of various countries, and undertakes not to export the services to countries or to natural or legal persons, or to permit access by persons, for which an export ban applies under the relevant legislation. let’s automate or its supplier is furthermore entitled, on the basis of provisions applicable to it concerning trade sanctions or embargoes, to restrict the customer’s access to services, to suspend it for a time or to terminate the relevant contract for good cause.

14.4 Force majeure: The parties are released from the obligation to perform under this contract for as long as and to the extent that the non-performance of services is attributable to the occurrence of circumstances of force majeure. Circumstances of force majeure include, for example, war, strikes, civil unrest, expropriation, storm, flooding and other natural disasters as well as other circumstances for which the parties are not responsible. Each contracting party must notify the other contracting party of the occurrence of a case of force majeure without delay and in writing.

14.5 Naming as a reference: let’s automate may list the customer as a reference, naming its company name and logo, for as long as the customer does not object in writing. Statements about the content of the services performed require the customer’s prior consent.

Final provisions

15.1 Content of the contract: This contract and its constituent parts govern the relationships between the contracting parties in respect of the subject matter of the contract conclusively and replace the negotiations and correspondence conducted before conclusion of the contract.

15.2 Written form: This contract and any amendments and supplements require, in order to be valid, to be recorded in writing and signed by both contracting parties. This formal requirement may be waived only by written agreement. The written-form requirement may — apart from notices of termination — also be satisfied by an electronic contract conclusion procedure made available by let’s automate.

15.3 Partial invalidity: Should individual provisions or parts of this contract prove to be void or ineffective, the validity of the remainder of the contract is not affected thereby. In such a case the contracting parties will adapt the contract in such a way that the purpose pursued by the void or ineffective part is achieved as far as possible.

15.4 Assignment and transfer: This contract may be assigned or transferred to third parties only with the prior written consent of the other contracting party, whereby consent may be refused only for good cause.

15.5 Applicable law: This contract is subject to Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and excluding conflict-of-laws rules.

15.6 Place of jurisdiction: The parties agree that the ordinary courts at the registered office of let’s automate have exclusive jurisdiction to decide all disputes arising from or in connection with this contract, subject to let’s automate’s right to bring proceedings against the customer at the customer’s registered office. Mandatory statutory places of jurisdiction, in particular in favour of consumers, remain reserved (sec. 36.3).

B. Sale of hardware

Purchase and delivery

16.1 let’s automate sells hardware from third-party suppliers and manufacturers. The hardware sold by let’s automate to the customer is specified in the individual contract or in the order confirmation.

16.2 let’s automate delivers the hardware to the customer’s place of business, provided that this is located in Switzerland or in the Principality of Liechtenstein. Export deliveries to other states take place only by special agreement.

16.3 Installation of the hardware at the customer’s place of business by let’s automate takes place only if and to the extent that this is expressly agreed in the individual contract or in the order confirmation.

Purchase price, payment terms

17.1 The purchase price is bindingly agreed in the relevant currency in the individual contract or in the order confirmation. It is invoiced by let’s automate upon delivery. However, let’s automate may also require advance payment or a down payment from the customer before delivery.

17.2 Unless otherwise agreed, the costs of delivery to the place of business in Switzerland or in the Principality of Liechtenstein are not included in the purchase price. Where installation has been agreed, the installation costs are, unless otherwise agreed, not included in the purchase price and are therefore to be compensated additionally by the customer according to expenditure.

C. Licensing of standard software

Standard software, delivery

18.1 let’s automate provides standard software (also: “software”) from third-party suppliers and manufacturers (licensors) for use by the customer. The software provided by let’s automate to the customer is specified in the individual contract or in the order confirmation, in particular with regard to the software product and its version as well as the licensed quantity.

18.2 let’s automate delivers the software to the customer’s place of business, provided that this is located in Switzerland or in the Principality of Liechtenstein. Export deliveries to other states take place only by special agreement. At let’s automate’s option, delivery may be effected by let’s automate sending the customer the software on the data carrier supplied by the third-party supplier or manufacturer, or by making available to the customer the possibility of downloading the software from a portal. Documentation is handed over only if it is made available by the third-party supplier or manufacturer; in the absence of physical delivery it can be obtained by the customer by download and, where applicable, printed out by the customer itself.

18.3 Installation of the software at the customer’s place of business by let’s automate takes place only if and to the extent that this is expressly agreed in the individual contract or in the order confirmation.

The customer’s rights of use

19.1 let’s automate grants the customer the right to use the software products provided under the contract in accordance with the following provisions.

19.2 The scope and content of the software licence follow primarily from the terms of contract of the third-party supplier and manufacturer (licence terms/EULA), which are enclosed with the software product or handed over to the customer on request.

19.3 In the event that such manufacturer licences have not been validly agreed, the following applies: against payment of the agreed remuneration, the customer is granted the personal, non-exclusive and non-transferable right to use the software specified in the individual contract or in the order confirmation, together with the documentation supplied with it, on a system suitable for that purpose and installed at the customer’s premises, for the agreed contract term, as intended and for its own purposes. Use as intended within the meaning of these licence terms conclusively comprises: (i) the loading, storing, transmitting, converting, running and displaying of the program in whole or in part in machine-readable form on the customer’s system for the purpose of executing the program instructions in order to process the customer’s data; (ii) the temporary making of copies necessary for that purpose; (iii) the use of the documentation in connection with the use of the program as intended.

19.4 Not permitted are in particular the use of the software on a system other than the customer’s system, on more workstations or mobile additional devices than stated when the licence was acquired, the operation of a data centre for third parties using the software, the copying of the software beyond use as intended, the renting out, lending or disclosure of the software to third parties, the modification, alteration or extension of the software, and the reverse translation of the object code into the source code.

19.5 Any use of the licensed material increased or extended in comparison with the particulars in the individual contract or in the order confirmation — for example on one or more systems of greater capacity or higher performance, on additional devices, by a greater number of authorised users, at additional places of use, or for use increased in nature, scope and intensity — entitles let’s automate to prohibit such use and/or to demand a reasonable adjustment of the licence fee, subject to compensation for further damage and to the civil and criminal sanctions for an infringement of protective rights.

Protective rights in the software

20.1 The customer acknowledges the protective rights, in particular the copyright, of the third-party suppliers or manufacturers in the software, in particular in the programs and documentation, and will leave their protective-right notices unchanged on, or apply them to, all copies made in whole or in part in the course of use as intended.

20.2 The customer furthermore undertakes neither to make the software and documentation accessible to third parties, in whole or in part, nor to publish them.

Licence fees, payment terms

21.1 The customer undertakes to pay the licence fees determined in the individual contract or in the order confirmation (one-off licence fees and/or recurring licence fees). Licence fees are merely compensation for the granting of the right of use and do not entitle the customer to further services such as installation, maintenance and support.

21.2 Licence fees are invoiced by let’s automate in accordance with the agreements in the individual contract or in the order confirmation.

D. Software

Developments for customers

22.1 Right of use: let’s automate grants the customer a right of use in the copyright-protected works which is limited in time and in content to the purposes of the contract. The customer’s cooperation in the production of the software does not confer any rights beyond the use laid down in the present contract, unless copyright is governed differently in the individual contract. Any infringement of let’s automate’s copyright gives rise to claims for damages.

The making of copies for archiving and data backup purposes is permitted to the customer on condition that the software contains no express prohibition by the licensor or by third parties and that all copyright and ownership notices are transferred unchanged into those copies. Should the disclosure of the interfaces be necessary in order to establish the interoperability of the software, the customer must place a corresponding order with let’s automate against compensation of the costs incurred for that purpose. If let’s automate does not comply with this request, the customer is entitled under Art. 21 CopA to obtain the information necessary to establish interoperability by way of reverse engineering.

Where software is made available to the customer whose licence holder is a third party (e.g. standard software from Microsoft, Ninox, Make, Quickpool), the granting of the right of use is governed by the general terms and licence terms of the licence holder (manufacturer).

Reverse engineering is excluded unless mandatory law provides otherwise. In case of doubt, the customer will obtain written consent from let’s automate for any modification.

22.2 Handover and installation: let’s automate hands over the software to the customer on a data carrier or by uploading it to storage space used (licensed) by the customer (e.g. a Ninox team). Documentation (user manual) is supplied only if this is expressly requested by the customer and its delivery is agreed in the individual contract.

22.3 Warranty, maintenance, changes: let’s automate ensures that the software fulfils the functions described in the offer or contract, provided that the software is used on the operating systems described in the contract. Rectification of errors is subject to the conditions that

the customer describes the error sufficiently in an error report;

the customer makes available to let’s automate the documents necessary for rectifying the error.

In the case of a warranty claim, rectification always takes precedence over a reduction in price. Where a notice of defects is justified, the defects are remedied within a reasonable period. The customer must enable let’s automate to take all measures necessary for investigating and remedying the defects. Corrections and additions which prove necessary up to the handover of the agreed service on account of organisational and programming defects for which let’s automate is responsible are carried out by let’s automate free of charge.

Costs for assistance, error diagnosis and the rectification of errors and malfunctions for which the customer is responsible, as well as other corrections, changes and additions, are carried out by let’s automate against charging of the costs. This also applies to the remedying of defects where program changes, additions or other interventions have been made by the customer itself or by third parties.

For programs that are subsequently modified by the customer (e.g. by its own programmers or by third parties), any warranty by let’s automate ceases to apply.

Where the subject matter of the order is the modification or extension of already existing programs, the warranty relates to the modification or extension. The warranty for the original program is not thereby revived.

Warranty claims become time-barred six (6) months after handover.

The availability of software hosted on third-party platforms (e.g. Ninox) lies within the responsibility of the platform operator, as do all services provided by the platform operator (manufacturer). Reference is made here to the general terms and conditions of the platform operators. For cloud services operated by let’s automate itself, sec. 23.3 et seq. applies.

22.4 Liability: let’s automate is liable to the customer for damage demonstrably caused by its fault only in the case of gross fault. This applies mutatis mutandis to damage attributable to third parties engaged by let’s automate.

Liability for indirect damage — such as lost profit, costs associated with a business interruption, loss of data or third-party claims — is expressly excluded.

Claims for damages become time-barred in accordance with the statutory provisions, but at the latest one year after the damage and the party causing it became known.

The regular backing up of data is a matter for the customer; let’s automate cannot be held liable for any loss of data. Sec. 23.5 and 23.6 remain reserved.

Data transfer and data conversion: In the course of the contractual relationship, a transfer and, where applicable, conversion of data and information from the customer to let’s automate may become necessary. let’s automate is not liable for any loss of data or information arising in this connection.

Indemnification: In the course of the contractual relationship the customer will make photographs, texts, logos and similar content available to let’s automate. The customer ensures that no third-party rights exist in this content that would preclude its processing, exploitation or publication by let’s automate. Should a third party bring a claim against let’s automate in this respect, the customer will indemnify and hold let’s automate harmless.

E. Cloud Services

Cloud services, contractual basis

23.1 let’s automate concludes contracts with the customer for cloud services from third-party suppliers and manufacturers (cloud providers). The cloud services of such cloud providers made available by let’s automate to the customer are specified in the individual contract or in the order confirmation.

23.2 Where let’s automate makes available such cloud services from cloud providers, the contractual relationships between let’s automate and the customer are governed by the terms of contract of the cloud provider concerned. The terms of contract of the cloud providers are attached to the individual contract or to the order confirmation, referenced there and/or handed over to the customer on request, whereby they also apply if the customer waives their handover. These GTC of let’s automate apply in such cases only to the extent that the terms of contract of the cloud providers contain no rules.

23.3 Cloud services operated by let’s automate itself: Where let’s automate operates a cloud service itself, sec. 23.1 and 23.2 as well as sections 24 to 28 apply only to the extent that sec. 23.3 to 23.6 do not provide otherwise.

23.4 Scope of services and availability: The nature and scope of a self-operated cloud service, any warranted availability, support and maintenance windows follow from the individual contract or from the service description. Without an express warranty, no minimum availability is owed; in that case let’s automate provides the service on a best-availability basis.

23.5 Storage space and backup: The remuneration for a cloud service operated by let’s automate itself includes the storage space for backups to the agreed extent as well as the technical performance of the backup in accordance with the service description.

Not included are the monitoring of backup runs, the verification of restorability, restore tests, and warranted values for maximum data loss (RPO) and restore time (RTO). Without the agreement of a Managed Backup Service under sec. 23.6, the monitoring of the backups and the verification of their usability remain a matter for the customer (sec. 8.2).

23.6 Managed Backup Service: A Managed Backup Service may be agreed as a chargeable additional service. Beyond sec. 23.5, it comprises the regular monitoring of backup runs and the reporting of failed backups, periodic restore tests with a report to the customer, as well as the agreed values for RPO and RTO. let’s automate is liable for the culpable breach of these obligations within the scope of sec. 13.1.

Service

Allocation

Storage space for backups

Included in the remuneration

Technical performance of the backup

Included in the remuneration

Monitoring of backup runs

Managed Backup Service

Restore tests

Managed Backup Service

Warranted RPO and RTO values

Managed Backup Service

Content, rights of use

24.1 let’s automate grants the customer the right to use the agreed cloud services in accordance with the following provisions. The scope and content of the rights of use and of the terms of use of the cloud services, provisions on the cloud provider’s options for making adjustments, on support and on any agreed service level follow from the terms of contract of the cloud provider (terms of use), which form part of the individual contract or of the order confirmation.

24.2 In the event that the content of the cloud provider’s terms of use has not been validly agreed, the following applies: against payment of the agreed remuneration, the customer is granted only the personal, non-exclusive and non-transferable right to use the cloud service specified in the individual contract or in the order confirmation, to the extent stated therein, on the cloud provider’s infrastructure for the agreed contract term and to use it as intended for its own internal purposes; support or a particular minimum availability is not agreed. For self-operated cloud services, sec. 23.4 applies.

24.3 Not permitted are in particular the use of the cloud service on a system other than that of the cloud provider, such as on the customer’s mobile additional devices, downloading onto the customer’s own devices, the renting out, lending or disclosure of the contents of the cloud service to third parties, the modification, alteration or extension of the cloud service, and the reverse translation of the object code into the source code.

24.4 Any use of the cloud service increased or extended in comparison with the particulars in the individual contract or in the order confirmation — for example by a greater number of authorised users, at additional places of use, or use increased in nature, scope and intensity — is not permitted and entitles let’s automate to a reasonable adjustment of the remuneration, provided that let’s automate consents to such over-use. Compensation for further damage and the civil and criminal sanctions for an infringement of protective rights remain reserved.

Documentation, additional services

25.1 let’s automate makes available to the customer such documentation on the cloud service as is made available by the cloud provider for end users for the cloud service concerned. The documentation is made accessible electronically as part of the cloud service, unless otherwise provided in the terms of contract.

25.2 Additional services, such as the parameterisation or adaptation of the cloud service, do not form part of the agreed cloud service and are to be agreed with let’s automate as additional contractual services and remunerated by the customer accordingly.

Protective rights

26.1 The customer acknowledges the protective rights, in particular the copyright, of the cloud providers in the cloud service, in particular in the programs and the documentation, and will leave their protective-right notices unchanged on, or apply them to, all copies made in whole or in part in the course of use as intended. The customer furthermore undertakes neither to make the cloud service accessible to third parties, in whole or in part, nor to publish it.

Remuneration, payment terms

27.1 The customer undertakes to pay the remuneration determined in the individual contract or in the order confirmation for the use of the cloud service (such as setup fee, subscription fees, etc.). Such remuneration is merely compensation for the granting of the right of use in respect of the cloud service and does not entitle the customer to further services such as implementation or support services, unless expressly provided otherwise in the individual contract or in the order confirmation.

27.2 Remuneration is invoiced by let’s automate in accordance with the agreements in the individual contract or in the order confirmation.

Warranty

28.1 The customer’s warranty rights follow from the terms of contract of the cloud provider. Vis-à-vis let’s automate, these warranty rights of the customer consist exclusively in let’s automate asserting against the cloud provider the warranty rights under the cloud provider’s terms of contract. If the cloud provider does not voluntarily comply with its warranty obligation, let’s automate assigns the warranty rights to the customer for enforcement. Any further warranty and liability of let’s automate arising from or in connection with the licensing and use of the cloud service is excluded to the extent permitted by law.

28.2 If the cloud provider’s terms of contract contain no agreements concerning warranty rights, or if those agreements are for any reason inapplicable, any warranty and liability of let’s automate in connection with the licensing and use of the cloud service is deemed excluded to the extent permitted by law.

28.3 For cloud services operated by let’s automate itself, sec. 23.3 to 23.6 and the provisions of the individual contract apply; sec. 28.1 and 28.2 do not apply to those services.

F. Services

Services, place of performance

29.1 let’s automate may perform services in connection with IT services, such as the installation of hardware and software, the making of customer-specific software settings, rollouts, data migration, the execution of projects, project introduction and commissioning, the carrying out of tests, system integration, system support and system maintenance.

29.2 The specific services to be performed by let’s automate are described in the individual contract or in the order confirmation and are owed only where expressly agreed with the customer.

29.3 Unless otherwise provided in the individual contract or in the order confirmation, the registered office of let’s automate is deemed the place of performance.

Prices, payment terms

30.1 Services are charged by let’s automate in accordance with the agreement in the individual contract or in the order confirmation (e.g. as a fixed price or as remuneration according to time and/or material expenditure). Expenses and travel time are invoiced additionally.

30.2 In the case of fixed prices, the services are invoiced by let’s automate upon completion of the service; in the case of services according to time and/or material expenditure, monthly on the basis of a statement to be prepared by let’s automate.

Performance of services, warranty

31.1 The services are deemed performed as soon as let’s automate has carried out its activities in accordance with the respective individual contract or the respective order confirmation. Documents and analyses are deemed approved if they have been submitted to the customer and the customer has not demanded, in writing and within a period of 14 days, that gaps be filled and/or defects be remedied. If documents or analyses prove not yet to be complete, they are completed or improved by let’s automate against charging of the expenditure. Only where let’s automate’s performance is demonstrably not in conformity with the contract does rectification take place free of charge upon timely notice of defects. The customer shall set let’s automate a grace period appropriate to the circumstances for this purpose. Upon the productive use of documents and analyses by the customer, these are deemed accepted or approved.

31.2 let’s automate will perform the services with due care and having regard to the generally recognised principles for the field of work of the respective service.

31.3 In the case of performances under a contract for work, the customer’s warranty claims are limited to the rectification of defective work results by let’s automate. Any other warranty claims (rescission, reduction, substitute performance by third parties, etc.) are excluded in their entirety.

G. Online shop

Application, conclusion of contract and provision

32.1 This Part applies to orders placed through let’s automate’s online shop. What is offered are extension modules for the helpdesk software FreeScout, the associated subscriptions and hosted services. Delivery is effected exclusively electronically, by download, by dispatch of a licence key or by enabling access. Data carriers or devices are not shipped.

32.2 Conclusion of contract: The presentation of the products in the online shop is an invitation to place an order. By completing the order process the customer makes a binding offer. The contract comes into being upon confirmation of the order or upon provision of the service. Sec. 2.1 and 2.2 do not apply.

32.3 Confirmation during the order process: Before making the offer, the customer expressly requests that performance begin immediately. For modules obtained on a one-off basis, the customer additionally confirms having taken note that its right of return or right of withdrawal lapses upon activation (sec. 34.3 and sec. 35.4). For subscriptions and hosted services, the customer instead confirms having taken note that in the event of a withdrawal it owes remuneration corresponding to the period used (sec. 35.6). The time and wording of the confirmation are retained.

32.4 Provision: Provision takes place immediately upon receipt of payment, as a rule within a few minutes, by sending the licence key and the download address to the e-mail address given by the customer.

32.5 Payment processing: Payment and invoicing are handled by Paddle.com Market Limited, 30 Old Bailey, London EC4M 7AU, United Kingdom, registered in England and Wales under number 8172165. It acts towards the customer as the seller (Merchant of Record) and bears the associated tax obligations. For customers domiciled or resident in Switzerland, Liechtenstein, the European Union, Norway and Iceland, this is the competent company of the Paddle group. let’s automate performs the ordered service and grants the rights under sec. 34 and sec. 35 irrespective thereof.

32.6 Prices: The prices stated in the online shop are inclusive of applicable value added tax. No shipping or delivery costs are incurred. Sec. 9.1 does not apply.

32.7 Payment: The remuneration is due upon the order and is collected through the company named in sec. 32.5. Invoicing takes place only by express agreement; in that case sec. 10.1 applies.

32.8 Eligible customers: The online shop is open to customers domiciled or resident in Switzerland, Liechtenstein and the member states of the European Union, in Norway and in Iceland. The sale of hardware under Part B. and the performance of on-site services under Part F. remain limited to customers domiciled or resident in Switzerland and Liechtenstein.

Rights of use, licence key and activation

33.1 Upon full payment the customer receives a non-exclusive, non-transferable right to use the module or service obtained, to the agreed extent, for its own purposes and as intended. Sec. 11.1 and Part C. remain applicable. Where a module or software is offered under an open licence — namely the GNU Affero General Public License or the MIT Licence — the provisions of that licence prevail over this section and over sec. 11.1. The governing licence is stated with the respective product in the online shop and is delivered with the software. let’s automate’s rights in its company name, trade mark and origin notices as well as the provisions on the licence key under sec. 33.2 remain unaffected.

33.2 The licence key applies to the installation designated during the order process. It must be kept confidential; passing it on to third parties and any use beyond the agreed scope are not permitted. A replacement key is issued on request if the customer releases the previous installation.

33.3 Activation: Activation is a separate step. The customer enters the licence key in its FreeScout installation and thereby enables the module. Until activation, the module is not operable. The activation is recorded at let’s automate with its time and can be evidenced by both parties. The dispatch of the licence key alone does not constitute activation.

33.4 Updates: For modules obtained on a one-off basis, the purchase price includes updates for twelve months from provision. Thereafter the module remains usable in the version obtained; further updates require an extension. For subscriptions, updates are included for the duration of the subscription.

Right of return

34.1 let’s automate grants all customers a voluntary right of return of fourteen days. Under Swiss law there is no statutory right of withdrawal in distance selling; sec. 35 remains reserved.

34.2 The return is effected by a declaration in text form to let’s automate gmbh, Rebengässli 5, 5245 Habsburg, or to shop@letsautomate.ch. Dispatch within the period suffices to observe the deadline.

34.3 For modules obtained on a one-off basis, the period is fourteen days from provision. The right exists for as long as the module has not been activated (sec. 33.3). The dispatch of the licence key and a download do not end the right of return.

34.4 For subscriptions — monthly, annual or per user — and for hosted services, the customer may terminate within fourteen days of access first being enabled. The remuneration is refunded pro rata for the period not used, provided that the access has not been used productively beyond a functional test.

34.5 Excluded from the right of return are individually developed, adapted or configured software and automations, services, implementations and support services already performed, activated or registered third-party licences, as well as credits and quotas already obtained.

34.6 In the event of a return, the remuneration is refunded within fourteen days through the company named in sec. 32.5 by the original means of payment. The right of use lapses, licence keys and access are blocked, and the customer deletes any copies in its possession and confirms this on request.

Right of withdrawal for consumers resident in the EU, in Norway, Iceland and Liechtenstein

35.1 This section applies to consumers resident in a member state of the European Union and in Norway, Iceland and Liechtenstein. The right of return under sec. 34 remains unaffected and applies in addition.

35.2 The consumer has the right to withdraw from this contract within fourteen days without giving any reason. The period begins on the day the contract is concluded.

35.3 For the exercise of the right, an unequivocal declaration to let’s automate gmbh, Rebengässli 5, 5245 Habsburg, Switzerland, or to shop@letsautomate.ch suffices. The consumer may use for this purpose the model withdrawal form annexed to these GTC; this is not mandatory. Dispatch within the period suffices to observe the deadline.

35.4 The licence key is sent immediately in accordance with sec. 32.4. The right of withdrawal remains unaffected thereby; it lapses only upon activation of the module (sec. 33.3).

35.5 With sec. 35.4, let’s automate grants more than Art. 16(m) of Directive 2011/83/EU requires: there, the right of withdrawal lapses as soon as performance has begun with the consumer’s prior express consent and acknowledgement of the lapse. For modules obtained on a one-off basis, consent and acknowledgement are obtained during the order process in accordance with sec. 32.3 and retained with their time and wording.

35.6 For subscriptions and hosted services, the right of withdrawal does not lapse through consent and acknowledgement. It exists for the full fourteen days; the consumer owes pro rata compensation under sec. 34.4 for the period used up to the withdrawal. During the order process, what is obtained for such products is not the acknowledgement of the lapse, but the request that performance begin immediately together with the acknowledgement of the pro rata obligation to pay (sec. 32.3); without that request there is no claim to the pro rata compensation.

35.7 In the event of an effective withdrawal, let’s automate refunds the payments made within fourteen days of receipt of the declaration by the original means of payment through the company named in sec. 32.5. The right of use lapses, any licence key sent becomes invalid, and the consumer deletes any copies in its possession.

35.8 To the extent that sec. 34 and this section differ, the rule more favourable to the consumer applies to consumers under sec. 35.1.

Consumer law

36.1 Vis-à-vis consumers, the warranty period for modules provided permanently is two years from provision. Sec. 12.6 does not apply in that respect.

36.2 Mandatory provisions of the law at the consumer’s place of residence remain reserved. Sec. 15.5 applies only to the extent that it does not deprive the consumer of the protection of those provisions.

36.3 The place of jurisdiction under sec. 15.6 applies vis-à-vis consumers only to the extent that mandatory statutory places of jurisdiction do not conflict with it.

36.4 The provisions of the Product Liability Act remain reserved.

Annex to Part G: Model withdrawal form

If you wish to withdraw from the contract, you may complete this form and return it. Use of the form is not mandatory.

To: let’s automate gmbh, Rebengässli 5, 5245 Habsburg, Switzerland, shop@letsautomate.ch

I/we hereby withdraw from the contract concluded by me/us for the purchase of the following goods / the provision of the following service:

……………………………………………………………………………………………………

Ordered on / received on: ……………………………………………

Name of the consumer(s): ……………………………………………

Address of the consumer(s): ……………………………………………

Signature of the consumer(s) (only if this form is notified on paper): …………………………

Date: ……………………………………………

Questions about this: support@letsautomate.ch