Allgemeine Geschäftsbedingungen

1.1 These software licensing and services terms (“General Terms”) apply to any Software and/or Services (as defined below) which axes4 GmbH, with its registered offices at Frauentalweg 117, 8045 Zurich, Switzerland, or axes4 Deutschland GmbH, with its registered offices at Mirabeauweg 4, DE-72072 Tübingen, Germany licenses or provides to you (the Customer as defined below).  

1.2 If the Customer orders and procures the licenses and/or Services from axes4 GmbH, Switzerland, the Agreement (as defined below) is governed by, and shall be construed in accordance with, the substantive laws of Switzerland to the exclusion of the conflict of laws rules set forth in Swiss international private law, and any dispute arising out of or in connection with this Agreement, exclusively resolved by the ordinary courts of the City of Zurich, Switzerland (see Section 14.11 below).

1.3 If the Customer orders and procures the licenses and/or Services from axes4 Deutschland GmbH, Germany, the Agreement (as defined below) is governed by, and shall be construed in accordance with, the substantive laws of Germany to the exclusion of the Vienna UN Convention on the International Sale of Goods (CISG), and any dispute arising out of or in connection with this Agreement, exclusively resolved by the ordinary courts of the City of Tübingen, Germany (see Section 14.12 below).

1.4 In the Agreement (as defined below), unless otherwise specified or inconsistent with the context, the definitions set out in Section 15 shall apply.

1.5 The following documents constitute an integral part of the Agreement, and, in case of conflict, the following order of precedence shall apply, and for documents of the same level of hierarchy, the more recent versions will take precedence over older versions:  

i) the Offer of axes4 (if any);

ii) annexes to the Offer or other documents referred to in the Offer (if any);

iii) these General Terms;

1.6 Other general terms and conditions of the Parties, or terms and conditions and offers of resellers shall not apply.

1.7 Any order placed by the Customer shall only be deemed to be accepted upon axes4 written acceptance of such order. The requirement of written form of the Offer and/or axes4’s acceptance is also satisfied by communication methods provided electronically, by fax or e-mail or electronic communication methods for handling purchasing transactions, including web-based applications or declarations transmitted via an order management tool.

1.8 If the Software and/or Services are licensed or provided via the Internet, the Customer accepts these General Terms by using the Software and/or Services.

1.9 The Software and/or Services of axes4 are aimed at both Consumers and Traders. Section 14 only applies to Consumers.

2.1 Subject matter of the Agreement is the provision of the Software and/or the provision of Services (if any) as further described in the Offer or on axes4’s website. The Software is provided in an executable code (machine readable) format or in a cloud deployment model (software as a service) as further indicated in the Offer. The source code of the Software is not provided and not part of the Agreement.  

2.2 Only the Software and/or Service Documentation provided by axes4 are relevant for the quality and properties of the respective Software and/or Service. In particular, the Customer cannot derive any qualities or properties deviating from the Documentation from depiction of the Software and/or Services in public statements or in the advertising of the axes4, its employees or sales partners, unless the axes4 has expressly confirmed this in writing.

2.3 The Customer has informed itself about the essential functional features of the Software and/or Services and bears the risk that the product meets the Customer’s requirements and needs.

2.4 In case of the provision of the Software as a Service, axes4 operates the Software and provides the functionalities of the Software as a Service (SaaS) and the Customer is aware that axes4 uses dynamic platforms of third-party sources (such as Google, AWS, Microsoft), which may be exchanged from time to time. Further, the Customer will not receive and has no entitlement to receive a copy of the Software.

2.5 The Offer sets out under which license model the Software is licensed to the Customer. Such license model may include:

i) Personal license: Under this license model a single Authorized User is entitled to use the Software in accordance with the Agreement. The Authorized User in the personal license model is required to obtain an axes4 ID, amongst other reasons to enable axes4 to verify the validity of the end-user license.

ii) Team license: The team license entitles a defined number of Authorized Users to use the Software in accordance with the Agreement. In this case, the Customer defines the Authorized Users. The end-user license in respect to an Authorized User may be transferred to a new Authorized User (within the organization of the Customer) but adhering to a minimum term of thirty (30) days of such end-user license.  

iii) Flat license model: Under the flat license model, the number of Authorized Users is limited to the number of employees of the Customer or the number of users within a domain or any other model as so set forth in the Offer. The Offer will define such number or a bandwidth.

2.6 An Authorized User may be a person or a machine who or which use the Software and/or Service on premise or via SaaS.

2.7 Certain Services are provided via the Internet. In such case, the relevant access point to the Service may include further terms and conditions on the access and use of such Service.

2.8 Subject to the payment of the fees (if any) and the terms and conditions of the Agreement, including the restrictions applicable to the license model set forth in clause 2.5, to and during the Term, axes4 grants to the Customer a non-exclusive, non-transferable, non-assignable, not sub-licensable, revocable license to use the Software and/or Service for the purpose described in the Offer.  

2.9 The Customer shall not (directly or indirectly):  

i) copy or reproduce the Software except as permitted under this Agreement;

ii) exceed the subscribed quantities, users or other measures of the Software as set out in the Offer;

iii) assign, sell, resell, sublicense, rent, lease, distribute or otherwise transfer the rights granted to the Customer under the Agreement to any third party except as expressly set forth herein;  

iv) modify, reverse engineer or disassemble the Software;  

v) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Software, attempt to recreate the Software;

vi) create, translate or otherwise prepare derivative works based upon the Software;

vii) interfere with or disrupt the integrity or performance of Software;

viii) attempt to gain unauthorized access to the Software; and

ix) use the Software in a manner that infringes on the Intellectual Property rights or privacy rights of any third party, or to store or transfer unlawful data.

2.10 During the License Term, the Customer is entitled to request the axes4 Basic Support Services. These Basic Support Services include:

i) the use of axes4 knowledge base available under https://support.axes4.com/.

ii) to send support request via the axes4 ticketing system, either via email to support@axes4.com or via the web form under https://support.axes4.com/hc/de/requests/new.

iii) to use the axes4 Community to get assistance from other users.

2.11 If the Customer is entitled to use the Software and/or Services for free (e.g. via the website of axes4), then the Customer is not entitled to the Basic Support Services.

2.12 axes4 endeavours to respond to requests within three (3) working days and to provide a solution or work-around within four (4) to thirty (30) working days. However, axes4 does not provide a warranty, guarantee or covenant regarding the response time or time to solve the problem.  

2.13 The communication with axes4 is in English or German.  

2.14 The Customer is entitled to receive the Extended Support Services set out below in case the License granted includes twenty (20) or more end-user licenses. If the Customer is entitled to use the Software and/or Services for free (e.g. via the website of axes4), then the Customer is not entitled to the Extended Support Services.

2.15 The Customer is obliged to procure the Extended Support Services set out below in case the License granted includes hundred (100) or more end-user licenses.

2.16 The Extended Support Services include:

i) prioritized handling and processing of Customer’s support requests. On business days of axes4, axes4 endeavours to provide an answer, solution or work-around within 24 hours.  

ii) prioritized support provided by a developer of the relevant Software. On business days of axes4 and if required, axes4 endeavours to organize a web-meeting within 24 hours.

iii) individual update-management

iv) organization at short-term of hands-on-web-sessions. On business days of axes4 and if required, axes4 endeavours to organize the hands-on-web-session on the same day.

2.17 The fees for the Extended Support Services amount to 20% of the license fee (basic fee plus usage-based fee, net; any discount rebate or similar granted in respect of the license fee is not considered for the calculation of the fees for the Extended Support Services).

2.18 axes4 endeavours to respond to requests within one (1) working days and to provide a solution or work-around within two (2) to five (5) working days. However, axes4 does not provide a warranty, guarantee or covenant regarding the response time or time to solve the problem.  

2.19 The communication with axes4 is in English or German.  

2.20 The Agreement governs the provision of Additional Services (if any), mainly in the area of information technology by axes4. axes4 shall provide the Additional Services with diligence, with reasonable efforts and in a workmanlike manner.

2.21 axes4 will provide those Additional Services described in the Offer, subject to and in compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement shall apply to all such Services. When providing the Additional Services on-site in premises of the Customer, axes4 and its employees undertake to respect the operational instructions of the Customer within the scope of this Agreement, particularly safety requirements, working time arrangements and house rules if and to the extent the applicability of such requirements, working time arrangements and house rules has been agreed in advance.

2.22 The communication with axes4 is in English or German.

2.23 Training will be provided according to the Offer. Section 6.7 applies.

2.24 For consultancy Services. Packages may be agreed in the Offer, such consultancy packages will have to be used within one (1) year as of the date of the confirmation of the Offer. The Customer will have to use a minimum amount of one (1) hour of consultancy from such consultancy packages every three (3) months. axes4 will invoice such minimum amount even if the Services are not used. Consultancy Services will include (but is not limited to) the efforts based on the time needed to review and identify solutions to a Customer’s query. Time is charged in 15 minutes increments and will be rounded up to such increments.  

3.1 Within its sphere of responsibility, it is axes4’s sole discretion to decide on IT and telecommunication architecture, processes, hardware and software versions etc. (design authority). In order to provide a high standard of Services in a cost-effective manner, axes4 deploys and supports a set of standard software, applications, network configurations, operating systems, cloud platforms, infrastructure and hardware components for use amongst all of its customers.

3.2 Cloud Computing - Dynamic Platforms - Technology Selection: axes4 may deploy, in its provision of the Services, including the license verification system, third party’s platforms, and therefore the following measures may be required in order to improve and maintain the technical standardization and compatibility of the systems: (a) implementation and use of axes4’s selected standard technologies and configurations, (b) implementation of uniform procedures and systems for the deployment of technology, and (c) support and maintenance limited to axes4’s standard technology and then-current release deployment. Each Party is responsible for maintaining the compatibility of its own technology with the platforms and interfaces.

axes4 shall be entitled to provide the Services, in whole or in part, through subcontractors. Customer may reject a subcontractor only with good reason. axes4’s engagement of any subcontractors will not relieve, waive or diminish any obligation axes4 may have under the Agreement unless otherwise agreed with Customer.

5.1 Customer shall, at its own cost and expense, perform its obligations, fulfil its cooperation obligations, which can reasonably be expected to be required by axes4 and to perform the Services or have been specifically identified in the Agreement or in writing.

5.2 Customer shall observe the information provided by axes4 regarding the installation and operation of the Software, in particular hardware and software requirements.

5.3 Customer is responsible that the Authorised Users comply with this Agreement.

5.4 In general, Customer's obligations to co-operate include, but are not limited to: (i) Customer shall immediately inform axes4 of any and all situations which have the potential to have a materially negative impact on the provision of the Services; (ii) with respect to its sphere of responsibility and obligations under the Agreement, Customer will adhere to principles of proper data processing. Such principles shall include, in particular, regular saving of data, implementation of virus protection, backup copies, the adherence to data protection provisions as well as the adherence to standards of data protection; (iii) Customer shall provide axes4 access to its business facilities, relevant IT systems and sites if required to perform the Services; (iv) Customer shall be responsible that the content uploaded to any platform is procured, sufficiently licensed and used in accordance with the license terms and conditions of third-party owners; (v) Customer shall inform axes4 in writing as soon as practicable if Customer realizes that a cooperation obligation cannot be fulfilled or cannot be fulfilled in a proper or timely manner. Any consequences arising from the non-provision or not due provision of cooperation obligations (e.g. delays, additional efforts and expenditure, damages etc.) will be borne by Customer.

6.1 The license fee is set out in and calculated as set forth in the Offer.  

6.2 If not agreed otherwise in the Offer, the charges for the Support Services are in accordance with clause 2.17. During the initial term the license fee and the charges for the Support Services are fixed, subject to other agreement in the Offer.

6.3 For the provision of the Additional Services, Customer will pay to axes4 the fees set out and calculated in accordance with the Offer and axes4’s expenses. Unless otherwise agreed: If fees have not been agreed for provision of the Additional Services, Customer shall pay axes4 on a time and material basis in accordance with axes4’s then-current standard and customary professional service fees as set out in the Offer. In the event a third party is involved with the provision of the Additional Services, Customer will pay such third-party then-current standard fees. If axes4 provides Additional Services on a time and material basis, axes4 shall submit with the invoice a record of its performance. The record will report the efforts.

6.4 Invoicing and payment plans will be agreed in the Offer. Unless otherwise agreed, invoicing shall be as follows:

i) the license fee is to be paid before the beginning of each License Term (section 8);

ii) for recurring charges on a monthly basis;

iii) for one-off charges (other than the license fee), on the basis of 30% upon signature of the Offer, 70% in accordance with percentage of completion as the project proceeds (on a monthly basis);

iv) charges on a time and material basis will be invoiced on a regular basis, e.g. monthly at the end of each calendar month following the provision of the Services in such month.

6.5 Invoices are due upon receipt and payment shall be released within thirty (30) calendar days of the date of receipt of the invoice in the currency indicated in the invoice.

6.6 Customer shall be responsible for paying all taxes, including sales, import, withholding or other taxes or duties but excluding any value added taxes or other similar taxes and the like (individually and collectively, "VAT"), which may arise in connection with the delivery of the Software and grant of the license or provision of a service or additional service under this Agreement. License fees set out in the Offer do not include VAT.  

6.7 Training Services are subject to the following terms.

i) If an agreed Training session is cancelled by the Customer 14 days before the date of the Training session or later (subject to the clauses below), axes4 will charge 25% of the quote for the agreed Training session;

ii) If an agreed Training session is cancelled by the Customer 7 days before the date of the Training session or later (subject to the clauses below), axes4 will charge 75% of the quote for the agreed Training session;

iii) If an agreed Training session is cancelled by the Customer 48 hours before the start of the Training session or later, axes4 will charge 100% of the quote for the agreed Training session;

iv) If an agreed Training session for a training in person is cancelled by the Customer 14 days before the date of the Training session or later, axes4 will charge in addition to the fees set out in subsections (i) to (iii) 100% of the expenses;

6.8 If an agreed bespoke or tailored Training session is cancelled by the Customer 14 days before the date of the Training session or later, axes4 will charge in addition to the above fees set out in subsections (i) to (iii) for the time to develop the agenda and learning outcomes proposal as well as slide preparation.

7.1 The Software, the original and any copies thereof, including translations, compilations, partial copies, modifications, and updates, are the property of axes4.  

7.2 Customer recognizes that axes4 regards the Software as its proprietary information and as confidential trade secrets of great value. Customer agrees not to provide or to otherwise make available in any form the Software, or any portion thereof, to any person other than Authorized Users of Customer without the prior written consent of axes4.  

7.3 Customer further agrees to treat the Software with at least the same degree of care with which Customer treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software.  

8.1 The Agreement comes into effect with the acceptance of the Offer and these General Terms by both Parties.

8.2 The provision of the Additional Services hereunder shall commence on the date set out in the Offer.  

8.3 The provision of the SaaS-Services (if any) shall commence on the date the access is granted to the Customer, and the license granted (if any) under the Agreement shall commence on the date the license key is provided by axes4 to the Customer, in each case the beginning of the License Term.

8.4 This Agreement and the License Term will continue, as of the beginning of the License Term, in effect for an initial term of twelve (12) months, save as provided otherwise in the Offer. If so set out in the Offer and following such initial term and any renewal term, this Agreement and the License Term (save as provided otherwise in the Offer) does not automatically renew, unless the Customer chooses auto renewal (online shop). In all other cases, this Agreement expires after the initial term.

8.5 Each Party may terminate, immediately and without legal intervention upon written notice to the other Party, this Agreement:

i) for important reason if the other Party breaches its essential contractual obligations under this Agreement in a material and persistent manner in spite of two written notices granting each such other Party a reasonable cure period of at least 30 days in order to remedy such breach;  

ii) in the event that the other Party becomes insolvent or unable to pay its debts as they mature, or ceases to so pay, or makes an assignment for the benefit of its creditors;

iii) in the event that bankruptcy or insolvency proceedings under bankruptcy or insolvency code or similar law, whether voluntary or involuntary are properly commenced by or against the other Party;

iv) in the event that a trustee or receiver is appointed for the other Party for any or all of such other Party’s property; or

v) in the event that the other Party is dissolved or liquidated.  

8.6 In the event of termination, Customer will discontinue the use of the Software and Customer shall take back Customer data sets. axes4 is entitled to destroy any data sets 30 days after termination of this Agreement.

8.7 The provisions of sections 6, 7, 10, 11, 12, 14 and 15 shall survive any termination of this Agreement.

9.1 axes4 provides, and Customer accepts, the Services "as is". The provision of the Services is provided with reasonable efforts.

9.2 axes4 provides no warranties as to the function or use of the Software and Services, whether express implied, or statutory, including without limitation, any implied warranties of merchantability or fitness for particular purpose. axes4 does not warrant that the functions contained in the Software will meet Customer’s requirements or that the operation of the Software will be uninterrupted or error free.

10.1 axes4 will defend at its own expense any action brought against Customer to the extent it is based on a claim that the Software used within the scope of the license granted hereunder infringe a Swiss and/or EU patent, copyright or other proprietary right of a third party.  

10.2 Subject to the limitation of liability set forth in section 11, axes4 will pay any costs, damages or attorney fees finally awarded against Customer in such action which are attributable to such claim, provided axes4 is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority.  

10.3 In the event that the Software becomes, or in axes4’s opinion is likely to become, the subject of a claim of infringement of a patent, copyright or trade secret, axes4 may at its option either secure Customer’s right to continue using the Software, replace or modify the Software to make them not infringing, or provide Customer with a refund of the license fee for the period paid in advance during which the software is rendered unusable due to patent infringement (e.g. for the remainder of the license period).

10.4 axes4 shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of the Software in any form other than the original, unmodified form provided to Customer or the use of a combination of the Software with hardware, software or data not supplied by axes4 where the used Software alone in their original, unmodified form would not constitute an infringement. The foregoing states axes4’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.  

11.1 axes4 is liable without limitation in the event of willful misconduct or gross negligence.

11.2 axes4 is liable for the slightly negligent breach of essential contractual obligations (cardinal obligations) to the foreseeable damage typical for the contract. Cardinal obligations are those whose breach jeopardizes the achievement of the purpose of the contract or whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely. Otherwise, axes4 is not liable for slightly negligent breaches of duty.

11.3 axes4 shall not be liable for any damages caused by software errors arising from the Software or software not developed by axes4; nor shall axes4 be liable for damages caused by malware.

11.4 The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality of a product and in the event of fraudulently concealed defects. Liability under the Act on Liability for Defective Products and other mandatory law remains unaffected.

11.5 Insofar as the liability of axes4 is excluded or limited, this also applies to the personal liability of representatives and vicarious agents of axes4.

12.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

12.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, in relation to any Personal Data comprised within the Customer Data, the Customer is the controller and axes4 is the processor. Such Customer Data shall only be processed by axes4 in accordance with the terms of axes4 privacy notice, which is available on request and incorporated into the terms of this Agreement (Privacy Policy).

12.3 The Parties commit to the applicable statutory provisions on data protection, in particular the obligation regarding data secrecy and adherence to technical and organizational measures. Customer is responsible towards third parties and axes4 that the information and personal data contained in any document or data set provided to axes4 can be transferred to, disclosed to and processed by axes4. Some of axes4’s Services allow the Customer to submit and/or upload documents to axes4’s website. Customer shall avoid transfer documents which include sensitive personal data and/or special categories of personal data, including personal data about criminal convictions and offenses.

12.4 The use of Confidential Information is limited to the use necessary under or in connection with the Agreement.

12.5 The confidentiality obligation set forth in this section shall not apply to information in reference to which the receiving Party can demonstrate the following: (i) that the relevant information is lawfully obtained by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure, or (ii) that the relevant information was known by the receiving Party prior to receiving such information from the disclosing Party and without restriction as to use or disclosure; or (iii) that the relevant information is nor or thereafter generally known or available to the public, through no act or omission on the part of the receiving Party or in violation of the obligations of the Agreement, or (iv) that the relevant information is developed independently by the receiving Party without access to any Confidential Information of the disclosing Party, or (v) that the relevant information constitutes technologies, ideas, know-how and/or concepts of third parties (e.g. third party know-how) which this third party lawfully disclosed to the other Party, even if this third party technologies, ideas, know-how and/or concepts incidentally coincides with Confidential Information.  

12.6 The confidentiality obligations in this section 12 will not restrict a Party from disclosing the other Party’s Confidential Information under the following conditions: (i) to the extent that the relevant Confidential Information must be disclosed due to applicable mandatory statutory provisions, applicable mandatory law or regulations, or are required by court or government instructions, or which must be disclosed to the assignee in case of assignment of claims to enable assignee to enforce a claim if necessary, provided that the Party required to make any such disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure; or (ii) to the extent that one Party provides the relevant Confidential Information to third parties for the purpose of protecting its interests, provided such third parties are obliged to maintain secrecy under their professional rules.

12.7 The obligations of confidentiality set forth in this section shall be effective throughout the term of the Agreement and shall survive termination or continuation of the Agreement for a further five (5) years, subject to applicable mandatory law (such as data protection) which may provide for a longer period of or timely unlimited confidentiality.

13.1 Please note that Consumer’s (“you/your”) statutory right of cancellation for our digital products expires prematurely when you confirm the following checkbox:  

"I expressly agree that axes4 will begin with the service specified in the order before the cancellation period expires. I am aware that by giving this consent, I lose my right of cancellation upon commencement of the execution of the contract (provision of the download)."  

In this case, you have the right to cancel the contract within fourteen days (14) only in justified cases.

13.2 In all other cases, you have the right to cancel a contract within fourteen days without giving any reason.

13.3 The cancellation period is fourteen days from the day the contract is concluded.

13.4 To exercise the right to cancel, you must inform us (axes4 Deutschland GmbH, Mirabeauweg 4, DE-72072 Tübingen, Germany) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail to office@axes4.com). You can use the sample form below, but this is not mandatory.

13.5 To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period expires.

13.6 If you withdraw from a contract, we shall reimburse to you all payments received from you, including (if applicable) the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from the contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.

If you wish to cancel the contract, you can, for example, fill in the form below with your information and send it to us (e-mail is sufficient):

"axes4 Deutschland GmbH

Mirabeauweg 4

DE-72072 Tübingen,  

E-mail: office@axes4.com

I hereby cancel the contract concluded by me for the purchase of the following products

Ordered on [...] or received on [...]

Your name

Your address

Your signature (only for notification on paper)

Date"

The right of cancellation for products expires in accordance with Section 356 (5) German Civil Code (BGB) if the Consumer agrees that axes4 begins execution of the contract before the expiry of the cancellation period and if the Consumer has confirmed its knowledge that Consumer loses its right of cancellation by giving their consent at the beginning of the execution of the contract (Section 13 a).

14.1 Neither Party may assign, transfer, create a charge over or otherwise dispose of the Agreement, or any of its rights or obligations hereunder, in whole or in part, by operation of law nor otherwise, without the prior written consent of the other Party. Any attempt to assign the Agreement, without such consent, will be null and of no effect.

14.2 Notwithstanding the foregoing, either Party may, without notice and without consent, assign, transfer or otherwise dispose of its claims for payment.

14.3 If any of the provisions of the Agreement are held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the other provisions of the Agreement. The invalid or unenforceable provision shall be deemed replaced by a valid provision, which reaches as closely as possible the economic goal of the invalid or unenforceable provision.

14.4 All formal communications between the Parties shall only be valid if made in written form. The use and exchange of scans is considered as being in written form.

14.5 Non-formal communication, e.g. in respect of the management of the account, including renewal or termination, may also be exchanged by e-mail.  

14.6 The Agreement is executed if the Customer accepts axes4's Offer. Any modifications of or supplements to the Agreement shall be made in writing and signed by both Parties. This shall also apply to any modification of this Agreement on written form. Such signature requirement is deemed to be satisfied if the Agreement (i) is signed by hand, (ii) is signed by the means of a digital signature based on a qualified or advanced digital certificate, or (iii) if the Agreement has been accepted via the webstore of axes4.

14.7 axes4 reserves the right to amend these General Terms at any time with effect for the future, insofar as this amendment is necessary due to changes in legislation or case law or other significant changes to the underlying conditions.

14.8 axes4 shall inform the Customer of the amendment to the General Terms by e-mail at least six weeks before they are scheduled to take effect. The Customer is entitled to object to the changes no later than two weeks before the changes are scheduled to take effect.

14.9 If the Customer does not object at all or does not object in due time (text form suffices), this shall be deemed to constitute the customer's consent to the amendment of the General Terms and the new provisions shall enter into force for the Customer at the time they are scheduled to take effect. This shall not apply to amendments that modify the essential contractual obligations in their core and/or significantly impair the equivalence between service and remuneration.

14.10 If the Customer objects to the change to these General Terms in due time, axes4 has the choice of continuing the contractual relationship with the Customer affected by the change, with the old provision continuing to apply, or terminating it without notice on the date on which the planned changes take effect.

14.11 If the Customer procures the licenses and/or Services from axes4 GmbH, Switzerland, and therefore enters into the Agreement with axes4 GmbH, Frauentalweg 117, 8045 Zurich, Switzerland:

i) the Agreement is governed by, and shall be construed in accordance with, the substantive laws of Switzerland to the exclusion of the conflict of laws rules set forth in Swiss international private law. The provisions of the Vienna Convention (United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11.04.1980) shall not apply.

ii) Any dispute arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be exclusively resolved by the ordinary courts of the City of Zurich, Switzerland (and, if permitted, by the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich), venue being Zurich 1.

14.12 If the Customer procures the licenses and/or Services from axes4 GmbH, Switzerland, and therefore enters into the Agreement with axes4 Deutschland GmbH, Mirabeauweg 4, DE-72072 Tübingen, Germany:

i) the Agreement is governed by, and shall be construed in accordance with, the substantive laws of Germany. The provisions of the CISGshall not apply.

ii) If the Customer is a Trader, any dispute arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be exclusively resolved by the ordinary courts of the City of Tübingen, Germany.

iii) If the Customer is a Consumer and the Customer is domiciled outside the territory of  Germany, axes4 registered office in Tübingen shall be the exclusive place of jurisdiction for all disputes arising from this Agreement.

15.1 “Additional Services” are those part of the Services set out in sub-section 2e).  

15.2 “Agreement” shall mean the entire agreement of the Parties including, but not limited to, this General Terms, its Exhibits, supplements and amendments and the Offer.

15.3 “Authorised Users” means those employees and agents of the Customer and any subscribing organizations only, who are authorised by the Customer to use the Software. Subscribing organizations means, in addition to the Customer, those other organizations (if any) referred to within the Offer whose Authorised Users are permitted to use the Software.

15.4 “axes4” has the meaning given to it in clause 1.1.

15.5 “Basic Support Services” have the meaning set out in sub-section 2c).

15.6 “Confidential Information” shall mean any information identified as confidential and provided by one Party to the other pursuant to this Agreement. Each Party hereby identifies the following information as confidential: (i) all non-public information regarding the manner in which such Party conducts its business, the extent to which such Party’s services and products are offered or used by customers, the costs to provide such services and products, or such Party’s operational or financial plans and/or expectations; (ii) all non-public information regarding the technology, listings or protocols embodied in computer systems and programs owned by or licensed to such Party (other than computer systems and programs licensed to such Party by the other Party, which shall be confidential information of such other Party); (iii) all trade secrets and intellectual property rights owned by or licensed to such Party (other than trade secrets and intellectual property rights licensed to such Party by the other Party, which shall be confidential information of the other Party); and (iv) any information held by or concerning such Party which is not available to the public.  

15.7 “Consumer” shall mean any natural person who licenses the Software from axes4 for purposes that cannot be attributed primarily to their commercial or independent professional activity.  

15.8 “Customer” shall mean the natural or legal person licensing the Software from axes4 and/or procuring the Services, as noted in the Offer.

15.9 “Customer Data” shall mean the data, content and images inputted by the Customer, Authorised Users, or (if applicable) axes4 (or its subcontractors) on the Customer’s behalf for the purpose of facilitating the Customer’s use of the Software and Services.

15.10 “Data Protection Legislation” shall mean the Swiss Federal Act on Data Protection (FADP) of 19 June 1992 or any subsequent version of the FADP.

15.11 “Documentation” shall mean the operating manuals, user manuals or instructions, technical literature and other related materials (and whether in hard copy or electronic format) in connection with the use of the Software.

15.12 “Extended Support Services” have the meaning set out in sub-section 2d).

15.13 “General Terms” has the meaning given to it in clause 1.1.

15.14 “License Term” has the meaning given to it in section 8.

15.15 “Offer” shall mean the written offer, proposal or similar document provided by axes4 to the Customer and accepted by the Customer, or a separate written contract between the Parties for use of the Software and/or Services, provided by axes4 to the Customer, or, in case of using the Software and/or Services via axes4’s website, the description on axes4’s website. The requirement of written form of the Offer is also satisfied by communication methods provided electronically, by fax or e-mail or electronic communication methods for handling purchasing transactions, including web-based applications or declarations transmitted via an order management tool.

15.16 “Parties” shall mean axes4 and Customer.

15.17 “Party” shall mean axes4 or Customer, as the context may require.

15.18 “SaaS-Services” shall mean those part of the Services set out in section 2.

15.19 “Service” shall mean any or all of the Services offered and provided by axes4 under the Agreement to Customer. These may include the SaaS-Services, Basic Support Services, Support Services Standard and/or the Additional Services.

15.20 “Software” shall mean the axes4 software as further described in the Offer and shall include the Documentation, packaging and any enhancements, modifications, updates, bug fixes or releases to the Software that are made commercially generally available by axes4.  

“Trader” shall mean any natural or legal person or a partnership with legal personality who or which, when licensing the Software from axes4, acts in exercise of their trade, business or profession. A partnership with legal personality is a partnership that has the capacity to acquire rights and to enter into obligations.