General terms and conditions

General Terms and Conditions These General Terms and Conditions (“”GTC””) govern the contractual relationship between nomos system AG (“”Provider””) and the customer (“”Customer””). The Provider reserves the right to make subsequent amendments or additions to the GTC. These shall become part of the contract unless the customer objects within 30 days of becoming aware of them. The current version will be published on https://nomos-system.com.

Software as a service (“SaaS”) – contract
1. The Provider provides SaaS services for its customers via the Internet and as an offline solution in the area of IoT (Internet of Things) / Smart Home.
2. The subject of the contract is:
  1. the provision of the “”nomos”” software for use via the Internet and as an offline solution.
  2. the sale of the controller.
Software transfer
1. The Provider shall make the current version of the “”nomos”” software solution available to the customer for use via the Internet and as an offline solution for the duration of this contract. For this purpose, the provider stores the software on a server that is accessible to the customer via the Internet.
2. In order to control “”nomos”” remotely, the Provider shall make additional cloud services available to the Customer for use for the duration of this contract for a fee.
3. The Provider shall continuously develop the software and improve it through regular updates and upgrades.
4. The Provider shall continuously monitor the functionality of the software and eliminate software errors as far as technically possible. An error exists in particular if the software does not fulfil the functions specified in the service description, delivers incorrect results or does not work properly in any other way, so that the use of the software is impossible or significantly restricted.
5. The Provider may call in subcontractors to fulfil the contractual service. In the event of the authorised involvement of subcontractors, the Provider shall be responsible for the careful instruction of those involved.
Rights of use to the software
1. The Provider grants the Customer the non-exclusive and non-transferable right to use the “”nomos”” software as intended for the duration of the contract as part of the SaaS services.
2. The customer may neither reproduce nor edit the software unless this is authorised in writing by the provider. In particular, the customer is not authorised to make this software available to third parties for use, whether for a fee or free of charge. The customer is expressly prohibited from making the software available to third parties in any form.
3. The customer undertakes to organise any contractual relationships with third parties in such a way that the free use of the software by third parties is effectively prevented.
Support
1. The Provider will answer the customer’s enquiries (by e-mail or telephone) about the “”nomos”” software and other SaaS services within the business hours published on the website https://nomos-system.com as quickly as possible after receipt of the respective question by telephone or in writing.
Obligations of the customer
1. The customer is obliged to take suitable precautions to prevent unauthorised access to the software by third parties. To this end, the customer shall, where necessary, instruct its employees to comply with copyright law. In particular, the customer shall instruct its employees not to make any copies of the software or to pass on access data to third parties.
2. The customer is responsible for entering and maintaining the data and information required to use the SaaS services, notwithstanding the provider’s obligation to back up data.
3. The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programmes for this purpose.
4. The customer is obliged to use the controller properly.
Inspection
1. The customer shall inspect the controller within 30 days of delivery. In the case of installation by the provider, the period only begins after installation has been completed. The Customer shall notify the Provider immediately in writing of any defects found.
2. Defects that were not recognisable during the inspection must be reported to the Provider in writing immediately after their discovery.
Fee
1. The Customer undertakes to pay the Provider the agreed fee plus VAT for the SaaS services.
2. Unless otherwise agreed in writing, the fee shall be paid in advance.
3. The Provider shall send the Customer a statement of the contractually owed fee.
4. The Provider shall be entitled to adjust the fees and service content by written notification to the Customer at the next possible cancellation date. Reasons for such a service change are in particular technical progress and the further development of the software. If the customer does not wish to continue the contract at the changed rates, he is entitled to extraordinary cancellation with a notice period of 14 days to the date of the change.
Warranty
1. The Provider warrants the functionality and operational readiness of the SaaS services in accordance with the provisions of these GTC.
2. The warranty for the functionality and operational readiness of third-party systems and protocols connected to “nomos” is excluded.
3. The provider guarantees that the controller has the agreed characteristics. In the event of a defect, the Provider is only obliged to provide a replacement. The replacement delivery can be made in particular by replacing defective components. If the Provider is unable to make a replacement delivery within a reasonable period of time, the Customer shall be entitled, at its discretion, to withdraw from the contract or to make a deduction from the remuneration corresponding to the reduced value.
4. All warranty rights shall expire at the latest two years after delivery of the controller.
Liability
1. Within the framework of the statutory provisions, the Provider excludes any liability towards the Customer (or any third party), in particular for the fulfilment of its contractual and non-contractual obligations (including for negligence). This exclusion of liability also applies to damage caused directly or indirectly by the use of the “nomos” software.
2. In all cases, regardless of the basis of liability, the Provider’s liability is limited to the amount of the monthly licence fee in the last twelve months before the damage occurred.
Contractual term
1. The contractual relationship begins with the customer’s order.
2. The contract term corresponds to the term agreed between the customer and the provider.
3. Monthly subscriptions are concluded for an indefinite period and can be cancelled by either party with one month’s notice at the end of each month.
4. Annual subscriptions are concluded for a period of one year. If the customer does not cancel at least 30 days before the end of the annual period, the subscription is automatically renewed for a further year. The annual subscription is invoiced annually in advance.
5. Subscriptions with other terms are concluded for the agreed term (e.g. three months). If the customer does not cancel at least 30 days before the end of the respective term (3 months), the subscription is automatically extended for a further term (of 3 months). Unless otherwise agreed, invoices are issued in advance for the respective term (3 months).
6. Form of cancellation: Cancellation must be made in writing or electronically. The customer account will be blocked after the cancellation period has expired.
7. The parties are at liberty to cancel the contract immediately for good cause. Good cause for immediate cancellation of this contract shall be deemed to exist for the Provider in particular:
8. if the customer is declared bankrupt or the opening of bankruptcy proceedings has been discontinued due to a lack of assets;
9. if the customer is in arrears with payment obligations arising from this contractual relationship to the extent of at least one month’s fees and has been unsuccessfully reminded with a grace period of two weeks and threatened with cancellation of the contract;
10. if the customer culpably violates legal provisions or infringes copyrights, industrial property rights or naming rights of third parties when using the contractual services;
11. if the customer uses the distributed services for the purpose of promoting criminal, illegal and ethically questionable behaviour.
Notifications
1. Unless a stricter form is stipulated in this contract or by law, all notifications must be sent in writing to the addresses specified by the customer or on the provider’s homepage. Sending by e-mail fulfils the written form requirement. Communications sent by the Provider to the e-mail address provided by the Customer during registration shall in any case be deemed to be written communication.
2. The contracting parties are obliged to notify the other contracting party of any changes of address (including e-mail) without delay, failing which notifications sent to the address last notified in writing shall be deemed to have been received with legal effect.
Data protection
1. By accepting these GTC, the customer simultaneously declares his agreement to the provider’s data protection declaration in the currently valid version. This is permanently available on the provider’s homepage (https://nomos-system.com). The customer declares that he is familiar with this document. Intellectual property rights All intellectual property rights to the services, the “nomos” software and the website remain the property of the Providers.
Intellectual property rights
1. All intellectual property rights to the services, the “nomos” software and the website remain the property of the provider.
Confidentiality obligation
1. Information and facts which the parties have disclosed to each other in the course of contract negotiations and information and facts specified in this contract, and in particular the existence and content of this contract in general, are to be treated as strictly confidential by the parties and neither party is authorised to disclose them to any third party, with the exception of lawful representatives and advisors of the parties, unless the other party has given its prior written consent to disclosure or for the purpose of fulfilling its obligations under this contract. This confidentiality obligation shall not apply to information or facts that are or become publicly known or accessible through no fault of either party. This confidentiality obligation shall also not apply if a party is obliged to disclose information or facts in accordance with the applicable law or in the context of legal proceedings. If a party is called upon or obliged to disclose information or facts due to an official or court order or legal proceedings, this party must inform the other party immediately so that the other party is able to take appropriate protective measures.
Severability clause
1. Should individual provisions of this contract be or become invalid or void, this shall not affect the validity of the remaining provisions. In this case, the invalid or void provision shall be replaced by a new, legally permissible provision that comes closest to the invalid or void provision in its economic meaning and effect. The same procedure shall apply if a gap in the contract becomes apparent.
Applicable law and place of jurisdiction
1. This contract, including the questions of its conclusion and validity, is subject to Swiss law, excluding the conflict of laws and international agreements.
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract and in relation to the subject matter of this contract, including questions of the formation, validity, invalidity, binding nature, implementation, amendment or supplementation, breach or termination of this contract, shall be Zurich.
Priority
1. In the event of contradictions between the German and English versions of these GTC, the German version shall take precedence.

Issue September 2021