GTC for Software Modules — Coverage Check Web-Services (CCWS)

1. Scope

These General Terms and Conditions (GTC) govern the provision and use of the software module «Coverage Check Web-Services (CCWS)» (hereinafter «Software») of Automatify AG (hereinafter «Provider») by the customer. They form an integral part of the licence agreement.

2. Subject Matter of the Agreement

2.1. The Provider makes the Software available to the customer in executable form (object code) for installation and operation on the customer's own IT infrastructure.

2.2. The scope of functionality of the Software is set out in the current service description. The system environment required to operate the Software must be provided by the customer.

3. Dependence on Third-Party Services

3.1. The customer acknowledges that key functionalities of the Software depend on the availability and correct operation of external third-party services, namely SASIS, UPI and Covercard (hereinafter «Third-Party Services»).

3.2. These Third-Party Services are not under the Provider's control. The Provider therefore assumes no responsibility or warranty for their availability, stability or functionality.

3.3. Any unavailability, malfunction or change to the interfaces of these Third-Party Services that impairs the functionality of the Software does not constitute a defect in the Software and does not give rise to any claims by the customer (such as reduction of the licence fee, damages or extraordinary termination) against the Provider.

4. Usage Rights (Licence)

4.1. Upon payment of the annual licence fee, the Provider grants the customer a non-exclusive, non-transferable right to use the Software for the duration of the agreement for its own internal business purposes.

4.2. Use is limited to the customer's own company.

4.3. The customer is prohibited from renting out, sublicensing or making the Software accessible to third parties. Copying, modifying or reverse-engineering the Software is prohibited beyond the extent mandatorily permitted by law.

4.4. The right of use ends upon termination of the agreement. The customer is obliged to fully uninstall and delete the Software from all of its systems.

5. Fees and Payment Terms

5.1. The customer pays an annual licence fee for the usage rights, maintenance and further development of the Software.

5.2. The licence fee is due annually in advance, payable within 30 days of invoicing.

5.3. In the event of late payment, the Provider is entitled, after prior reminder, to suspend the right of use and restrict the functionality of the Software until payment has been made in full.

6. Maintenance and Further Development

6.1. The annual licence fee covers the maintenance and further development of the Software.

6.2. Maintenance includes the correction of technical errors (bug fixing).

6.3. Further development includes the provision of updates and new versions of the Software (upgrades) once these are generally released by the Provider. Installation of these updates is not part of this agreement.

7. Warranty and Liability

7.1. Throughout the term of the agreement, the Provider warrants that the Software substantially fulfils the functions agreed in the service description (within the scope of the defect-remedy obligation under clause 6). This warranty is subject to the provisions of clause 3.

7.2. Defects must be reported by the customer immediately, comprehensibly and in writing. The Provider will remedy the defect within a reasonable period as part of its maintenance obligations.

7.3. To the extent permitted by law, the Provider's liability for direct damages is limited to the amount of one paid annual licence fee. Any liability for indirect or consequential damages (such as lost profit or data loss) is excluded in its entirety.

8. Term and Termination

8.1. The agreement is concluded for a minimum term of one year. It is automatically renewed for a further year at a time unless terminated in writing by either party with 90 days' notice before the end of the contract period.

8.2. The right to extraordinary termination for good cause remains reserved.

9. Final Provisions

9.1. Amendments to these GTC require written form.

9.2. For all other services provided by Automatify, the Automatify GTC for IT Services apply: automatify.ch/agb

9.3. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.

9.4. The applicable law is exclusively Swiss law (excluding the UN Convention on the International Sale of Goods).

9.5. The exclusive place of jurisdiction is the registered office of Automatify AG.