Software Conditions

between
ZÜND SYSTEMTECHNIK AG, Industriestrasse 8, CH-9450 Altstätten and other companies of the Zünd Group and their sales and service partners

(hereinafter referred to as Zünd)

and the customer

1. Zünd distributes and delivers software to the customer either with the license model of the "license with perpetual use" or the "subscription". The exact content of the contract is determined by the information listed on my.zund.com or the invoice and is already known to the customer when this contract is concluded.

2. The customer shall conclude a separate software license agreement with the manufacturer for the corresponding software. The manufacturer of the software may be either Zünd or a third party.

3. When licensing software products, regardless of the software manufacturer or via which Zünd sales channel they are purchased, these terms and conditions are accepted by the customer via my.zund.com by activating the corresponding checkbox or at the latest when the software is installed.

a. Phasing out: Phasing out refers to the process of no longer offering a product in a planned and structured step-by-step manner. The product is then also no longer serviced/maintained (no maintenance).

b. Change of edition: Change to an edition with a different range of functions, e.g. from Basic to Pro.

c. Termination: Deliberate termination of Maintenance Services under the Perpetual Use License model or both the License and Maintenance Services under the Subscription model.

d. Customer: User of the Software which it acquires, uses and for which, in all cases, Maintenance has been agreed in accordance with these Terms and Conditions.

e. Services: Services provided by Zünd to Customer in accordance with the terms and conditions of this Agreement and depending on the License Model.

f. License: Simple, time-limited or unlimited, non-transferable right to use the associated software.

g. Maintenance: Modifications to a software product after delivery to fix bugs, improve performance or other attributes, or make adjustments to the changed environment. If Maintenance remains uncancelled, Customer will receive all major, minor and bug fix releases of the licensed Software and modules for a valid period under both license models.

h. Period: A period is 12 months. During this period, the customer receives the services according to the corresponding license model from Zünd.

i. Software manufacturers: companies engaged in the programming and marketing of software, such as computer programs and application programs. This also includes Zünd.

j. Location: place where the Software is installed according to the Contract.

k. Support and support services: Solution-oriented consulting activity or customer support. Processing and solution of customer inquiries.

l. Environment: The respective operating system and firmware of the Zünd Cutter. Zünd provides information in a suitable manner about which software is compatible with which operating system. There is no claim to unlimited compatibility.

m. Update: Updating the software.

n. Upgrade: Upgrade/higher level of the software.

o. License option: Especially additional paid software modules and extensions.

A) License with perpetual use
4. In this model, the customer is granted a license right to the associated software for an unlimited period of time. In addition, the maintenance of the software is ensured by Zünd for a valid period. While the license right is unlimited, the maintenance must be extended periodically if required. This is done by paying the corresponding remuneration in due time. Any termination by the customer leads to the termination of the maintenance services but not to the termination of the license right to the software.

B) Subscription
5. In this model, the customer is granted a license right to the associated software that is limited to one period. In addition, the maintenance of the software is ensured by Zünd during a valid period. The license right and the associated maintenance must be periodically extended by the customer as required. This is done by paying the corresponding remuneration in due time. Any termination by the customer leads to the termination of both the license right and the maintenance services.

A) Which services are included or excluded?
6. Zünd shall deliver the necessary license and license update or the access data to the customer so that the ordered software can be operated in the respective current version.

7. If necessary, Zünd will provide the services described in cooperation with the software manufacturer. Zünd may also engage subcontractors for the provision of the services. These will be carefully selected, instructed and controlled by Zünd. 

8. The customer is responsible for the operability of the hardware, operating systems and other peripherals.

9. Under the following circumstances, Zünd reserves the right to refuse the services at any time without payment of compensation if;

a. An unauthorized third party has attempted to eliminate defects or correct errors in the software.
b. Development, modification, correction or improvement of the Software was not performed by Zünd or the Software manufacturer.
c. The invoice or advance payment was not paid as agreed.
d. Changes are made to the customer's computer system without the prior consent of Zünd.
e. In the justified opinion of Zünd, the customer's hardware and/or software is no longer capable of successfully executing the software.
f. In the reasonable opinion of Zünd, the customer's computer system requires an adjustment to ensure the correct functioning of the software.

B) What software services are provided?
10. The software manufacturer shall regularly publish a new software version including updated documentation. Zünd shall make the latest software version available to the customer for download during the term of the contract, means valid subscription or maintenance period (see sections 4 and 5). This does not include the further development of the software, which represents a new product.

11. Installation, configuration, use or training of the software are excluded from this agreement. 

12. The addition of a license option for which a charge is made is only possible if a license is obtained for which the Maintenance services have not been terminated. This also applies to a change of edition.

C) Are support services provided?
13. No support services are included. These require a separate agreement between the customer and the local Zünd sales and service partner.

14. The software is delivered as a download file via my.zund.com or via the Zünd sales and service partners. The Zünd sales and service partners will assist with the installation, configuration, and training of the software for a fee.

15. License updates will be delivered after receipt of payment for the following period. These may have to be activated by the customer on my.zund.com if this is not done automatically.

A) When does a period begin and end?
16. The date for the beginning and the end of a period can be found in the information on my.zund.com. 

17. When purchasing a license option during a period, the contract period of the existing basic package applies.

B) How is the remuneration calculated?
18. The remuneration is calculated according to the type and price of the software packages for which these provisions are concluded. The amount of the remuneration is stated on my.zund.com or on the invoice. 

19. Prices may be adjusted unilaterally by Zünd at its own discretion. The current prices can be taken from the information on my.zund.com.

20. After expiry of the first period, the corresponding services will only continue to be guaranteed with a valid agreement, which is concluded by payment of the remuneration. 

21. An update or upgrade outside of a period is not provided. 

22. If the customer wishes additional services to be performed remotely or on site, Zünd will invoice the costs separately.

C) How is the remuneration to be made?
23. The annual fee for the following period shall be paid at the end of each current period.

24. The remuneration shall be paid either against prepayment or by payment of the invoice - depending on the information on my.zund.com.

A) Ordinary termination
25. This agreement is valid for an indefinite period. If the agreement is not terminated in time, its duration shall be automatically extended for another period.

26. The parties may terminate this Agreement at the end of any period by giving 60 days' notice.

27. If the Customer has purchased several software licenses under the same license ID, the Maintenance can only be terminated for all products together. It should be noted that at a site with multiple instances of the same software, all must have the same version to ensure compatibility.

28. The termination must be made in text form by e-mail to the following e-mail address: contract@zund.com. In the notice of termination, Customer must precisely state the company information so that it is comprehensible to Zünd that the termination is legal. The notice must also contain the license ID of the license for which the subscription or maintenance is being terminated. The notice of termination must be written in German, French, Italian or English.

B) Termination without notice
29. Each party shall be entitled to terminate this Agreement for good cause at any time and without notice. Good cause shall be deemed to exist in particular if the other party commits a material breach of contract and fails to remedy such breach within ten days despite a reminder in text form.

30. A material breach of contract exists in particular if:

a. Zünd or the customer repeatedly violates these provisions.
b. The customer is in default of payment to Zünd.

31. Further reasons for termination without notice are insolvency or the opening of composition proceedings or bankruptcy proceedings against one of the parties to the contract.

32. In the event of termination for good cause, the customer may only assert claims with regard to warranty and liability. Further claims are excluded.

33. The customer shall ensure that all relevant employees of the customer are appropriately informed about the subscription and maintenance process.

34. The customer shall notify Zünd immediately of any software malfunctions.

35. The customer undertakes to provide in good time all information required for the performance of the contract and to create and maintain in its environment all operational, personnel, organizational, technical and other conditions necessary for the performance of services by Zünd so that Zünd can perform the services on time. Delays and additional expenses incurred by Zünd as a result of late and incorrect fulfillment of the customer's obligations to prepare and cooperate shall be borne in full by the customer. 

36. Records of the use and performance of the system must be made available by the customer at Zünd's request. These shall be treated confidentially.

37. The customer shall be responsible for restoring any lost or altered files, data or programs. Customer is solely responsible for any backup procedures required and for ensuring data security in the event that data is lost (regardless of the reason). Under no circumstances will Zünd be liable for the consequences of lost or damaged data, files or programs. Furthermore, Zünd is not responsible for network connections, their functioning and their availability.

38. The customer is responsible for ensuring that the employees use the system in accordance with the operating instructions and user guides.

39. The customer shall not make any changes or improvements to the software or the system without the prior written consent of Zünd.

40. The customer is obliged to install the latest software version as soon as possible, unless the corresponding services have been cancelled. The latest software must be put into operation within 6 months after release. For the purpose of data exchange between the installed software packages, it is necessary that all installed products which exchange data remain at the same version in order to function.

41. The customer shall not acquire ownership of the intellectual property rights and of the work results created on an ongoing basis on the basis of the services provided by Zünd or a third party engaged by Zünd in accordance with the agreement. The software license agreement with the software manufacturer shall apply to the use of the work results by the customer.

42. Copies and any upgrades, updates, changes, corrections or improvements to the software may only be made in accordance with the valid software license agreement with the software manufacturer. Under no circumstances is there any claim to all software, including upgrades, updates, changes, corrections or improvements to the software.

43. Zünd provides its services with appropriately qualified personnel and with the necessary care. However, Zünd does not guarantee successful troubleshooting and excludes warranty claims to the extent permitted by law. 

44. Otherwise, the warranty conditions apply in accordance with the software license agreement with the software manufacturer, which can be called up from the respective software.

45. In addition, the warranty conditions pursuant to the General Terms and Conditions of Business of Zünd shall apply insofar as they apply.

46. The liability of Zünd is excluded to the extent permitted by law. 

47. Tach party shall be liable to the other party for direct or proximate damages only up to the amount of the annual costs of the respective license model. 

48. Limitation of liability and exclusion of liability shall apply to contractual as well as non-contractual or quasi-contractual claims.

49. Zünd reserves the right to unilaterally amend this Agreement at any time. Cancellations, amendments or changes to the conditions must be made in text form (e.g. e-mail). Furthermore, Zünd reserves the right to discontinue or phase out a product.

50. In all other respects, reference is made to the General Terms and Conditions of Zünd, which apply in addition to these Terms and Conditions, in particular to the topics of payment terms, liability (especially with regard to risks and limitations of quality and liability), force majeure, information and data protection, confidentiality, mediation and conflict management, settlement, cancellation/amendment/change, place of performance, place of jurisdiction, applicable law, severability clause.
 
51. In the event of contradictions between these Terms and Conditions and the General Terms and Conditions, these Terms and Conditions shall prevail.