General terms and conditions (GTC) of avasis AG

1. Contractual object

These General Terms and Conditions apply to all services including training provided by avasis AG and to software sold by avasis AG. The provisions in sections 4 and 5 apply in particular to training and software.

2. Contract conclusion

2.1. The contract between the customer and avasis AG is effective as soon as the customer accepts the offer of avasis AG in writing (including email). Changes to the offer of avasis AG by the customer constitute a counter offer by the customer and require the express written (incl. email) consent of avasis AG.

2.2. Unless stated otherwise in the offer, avasis AG is bound by written offers for a period of 30 days.

2.3. Verbal side agreements are not valid unless they are confirmed in writing (including via email) by avasis AG.

3. Services

3.1. The specific services provided by avasis AG are outlined in the respective contract.

3.2. Deviations from the contract may occur within the scope of the specific execution of the order – whether at the customer’s request or based on the recommendation of avasis AG. In such cases, avasis AG will notify the customer of any changes in dates and costs. All deviations from the original contract will only be made with the written (including email) consent of the customer. This does not include changes in methods and procedures due to legal or technical standards or errors in description or price quotations, which are expressly reserved. avasis AG will inform the customer about such deviations if and as soon as possible.

3.3. avasis AG is entitled to have agreed services rendered by third parties.

4. Training/seminars

4.1. Notwithstanding the other provisions of these GTC, the following provisions shall apply to training courses:

4.2. Registration for the training can be made by phone, email or online at www.avasis.biz. The participants will receive a confirmation at least 5 working days before the start of the training. Registrations will be considered in the order in which they are received.

4.3. Cancellation of participation is free of charge if it is received in writing by avasis AG at least two weeks before the start of the training. 50% of the training fee will be charged for later cancellation, up to 5 working days before the start of the training course. Rhe entire training fee will be charged for cancellations that are submitted less than 5 working days before the start of the training or in case of no-show.

4.4. Unless otherwise agreed, training courses will take place in the training facilities of avasis AG at its headquarters. avasis AG reserves the right to change the training location at short notice.

4.5. avasis AG reserves the right to cancel training sessions due to insufficient number of participants (minimum number of participants = 3 per training) or for other important reasons. In this case the participants will be notified immediately and will be given the opportunity to participate in the next training course on the chosen topic.

If the corresponding training course does not take place for reasons for which avasis AG is responsible, the participant can either register for one of the subsequent training courses or request a refund of the training fee.

5 Software

5.1 Notwithstanding the other provisions of these GTC, the following provisions shall apply to software:

5.2 Miscellaneous

5.2.1 The customer is responsible for proper installation, commissioning, and maintenance of software.

5.2.2 avasis AG offers hotline/telephone support in German and English during office hours from Monday to Friday between 08:00 AM and 11:45 AM and between 01:30 PM and 05:00 PM. Holidays are excluded.

5.2.3. Moreover, the customer has the option to submit an error message, a request, or an order via the avasis AG ticket system.

5.2.4. The customer is required to consult the relevant software documentation before making a support request. Support services will only be provided once productive operation has commenced.

5.3. Proprietary software

5.3.1. For the use of avasis AG software, please refer to the license agreement of the respective software.

5.4. Third-party software

5.4.1. avasis AG also sells third-party software (e.g. Siemens).

5.4.2. An agreement for the use of third-party software exists only between the customer and the third party. In the relationship between the customer and the third party, the agreements applicable to the third party software (e.g. License and End User License Agreements [EULA]) shall apply.

5.4.3 avasis AG is not a party to the agreement between the customer and the third party. Any liability of avasis AG for third-party software is therefore excluded. This shall apply even if support or warranty services are provided by avasis AG on behalf of the third party.

6. Prices and invoicing

6.1 Unless otherwise agreed in the specific offer, services will be invoiced according to the actual expenditure incurred in accordance with the agreed daily/hourly rate. Accordingly, total prices for services are approximate or estimated values and represent neither a fixed price nor a binding cost ceiling. Prices for training and software are fixed prices. We reserve the right to change prices for third-party software.

6.2 All prices are in Swiss francs, excluding any value-added tax (VAT).

6.3 Travel costs, i.e. travel time and expenses, are not included in the hourly rates offered. The following rates apply:

• travel time: CHF 120.00/h

• Driving expenses, car: CHF 0.75/km

• Railway travel expenses: Ticket price for 1st Class

• Flight expenses: Ticket price for Economy (Europe) Ticket price for Business (Intercontinental)

All other expenses (restaurant, hotel, cab, etc.) will be invoiced based on receipts.

6.4 For expressly ordered work outside normal working hours (Monday to Friday from 8 AM to 6 PM) avasis AG may, at its own discretion, charge a surcharge of 50%, on Sundays and public holidays 100%.

7. Payment terms

7.1. Services will be invoiced to the customer on a monthly basis after expenditure has been incurred.

7.2. Software licenses are invoiced upon delivery of the license key or file.

7.3 Unless otherwise agreed, payments are due 20 days after invoicing and without any deduction. Failure to comply with this payment deadline will put the customer in default without further reminders.

7.4. avasis AG reserves the right to demand advance payment from customers. Avasis AG further reserves the right, without prior notice, to only deliver to customers against credit card payment or cash on delivery, or to impose a delivery block.

8. Dates

8.1. Dates given by avasis AG are indicative and not binding commitments.

8.2. In cases of force majeure or other events for which avasis AG is not responsible, the announced dates will be postponed accordingly.

8.3. if the customer is in default with payments, avasis AG is entitled to suspend services until the past due invoices have been paid. Therefore, the dates cannot be considered binding.

9. Defects

9.1. Contracts between the customer and avasis AG concerning services and training are orders as defined in Art. 394 et seq. of the Swiss Code of Obligations (OR).

9.2 The customer is obligated to inspect services of avasis AG within 14 calendar days after completion of the respective project or part of the project and to notify avasis AG immediately, in writing and in detail, of any defects.

9.3. The customer is only entitled to the right of rectification by avasis AG. Cancellation and reduction are excluded.

10 Liability

10.1 The liability of avasis AG is excluded to the extent permitted by law. Thus, irrespective of the legal grounds, avasis AG is only liable for damages caused by gross negligence or intent. Furthermore, avasis AG is not liable for loss of profit, indirect damages and damages due to force majeure as well as for damages incurred by the customer as a result of a lawful act or omission on the part of avasis AG (e.g. see section 8.3).

10.2 avasis AG is also not liable for damages whose occurrence the customer could have prevented by reasonable measures – in particular software/data backup and product training as well as compatibility clarifications of software.

11 Intellectual property

Each party (i.e. both the customer and avasis AG) retains all rights to which it is entitled (e.g. ownership, copyright, trademark, design, name and company rights, and domains). The customer undertakes to protect all rights of avasis AG.

12. Data protection

The respective data protection provisions of avasis AG (https://www.avasis.biz/datenschutz/) shall apply.

13. Place of jurisdiction and applicable law

All contractual relationships between the customer and avasis AG shall be governed by Swiss law, excluding any applicable international treaties or international conventions (e.g. the UN Convention on Contracts for the International Sale of Goods [CISG]). Exclusive place of fulfillment and jurisdiction is at the registered office of avasis AG.

14 Final Provisions

14.1 The GTC in the version valid at the time of the respective conclusion of the contract shall apply exclusively. Avasis AG expressly reserves the right to amend the GTC at any time.

14.2 Terms and conditions of third parties (customers, sales partners, etc.) will not be accepted by avasis AG without express written notification, even if there are no obvious contradictions.

14.3 The customer is not entitled to transfer claims against avasis AG or rights and/or obligations from contracts concluded with avasis AG to third parties in whole or in part without the consent of avasis AG.

14.4 If individual provisions of the contract are or become invalid or void, the validity of the remaining provisions will not be affected. The invalid or void provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision. The same procedure shall apply in the event of contractual loopholes.

These GTC shall go into effect on May 01, 2020