GTC for the Automatify UiPath Productivity Library

1. Scope

These General Terms and Conditions (GTC) govern the provision and use of the Automatify UiPath Productivity Library (hereinafter «Framework») of Automatify AG (hereinafter «Provider») by the customer. The Framework serves as an accelerator to make the development of UiPath automations more efficient. These GTC form an integral part of the respective agreement.

2. Subject Matter of the Agreement

2.1. The Provider makes the Framework 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 Framework is set out in the current service description. The system environment required to operate the Framework must be provided by the customer.

3. Customer Obligations

3.1. The customer undertakes to use the Framework only within the scope of the usage rights granted to it and in accordance with the provisions of these GTC.

3.2. The customer is responsible for compliance with all licence terms.

3.3. The customer bears sole responsibility for the regular backup of its data and systems.

4. Usage Rights (Licence)

4.1. Licence purchase: Upon payment of the agreed one-off amount, the Provider grants the customer an unlimited, non-exclusive, non-transferable right to use the Framework for its own internal business purposes.

4.2. Provision within a collaboration: The Framework may also be provided to the customer in the context of an active collaboration with the Provider on the development of automations. In this case, the usage rights are governed by the respective service or project agreement. Unless otherwise defined, the Framework is provided free of charge within the scope of the collaboration.

4.3. Usage rights after termination of the collaboration: If the active collaboration under clause 4.2 ends, the following applies:

a) The Provider grants the customer an unlimited, non-exclusive licence to continue using the Framework for all automations already implemented in production by the termination date.

b) For the development of new automations using the Framework after termination of the collaboration, the purchase of a licence by payment of a one-off amount under the Provider's commercial terms valid at that time is required.

4.4. General usage restrictions: Use is limited to the customer's own company. The customer is prohibited from renting out, sublicensing or making the Framework accessible to third parties. Reverse-engineering the Framework is prohibited beyond the extent mandatorily permitted by law. Modifying the Framework for the customer's own internal business purposes is permitted.

4.5. Rights and obligations upon licence purchase: Upon purchasing the licence, the customer is entitled to make extensions and adaptations to the Framework for its own internal business purposes. Any own extension or modification of the Framework voids all warranty by the Provider for the Framework. Use of the Framework, including in extended or modified form, remains exclusively limited to the customer's own company.

5. Fees and Payment Terms

5.1. The customer pays a one-off amount for the usage rights under clauses 4.1 and 4.3b (one-off licensing).

5.2. One-off amounts are due 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 until payment has been made in full.

6. Maintenance and Further Development

6.1. Maintenance and further development of the Framework are not included in the licence purchase. Any maintenance, adaptation or further-development services by the Provider require a separate engagement. There is no entitlement to free maintenance or further development.

6.2. If the customer uses maintenance services from the Provider, these are billed at the Provider's daily rates valid at the time the service is rendered. Maintenance includes the correction of technical errors (bug fixing) on a best-effort basis.

6.3. Any further development of the Framework, including adaptations, extensions, optimisations and the provision of new versions or updates, is generally chargeable and is likewise provided at the Provider's applicable daily rates. Installation or integration of such further developments at the customer is not included in the development services and is billed separately.

6.4. A maintenance or further-development agreement is concluded separately and requires written form. Without such an agreement, the customer has no entitlement to the provision of updates, upgrades or support services.

7. Warranty and Liability

7.1. Warranty disclaimer: The Framework is provided to the customer «as is». Any warranty for defects in title or material, in particular for correctness, freedom from errors, functionality or fitness for a particular purpose, is excluded in its entirety to the extent permitted by law. The warranty is voided by any unauthorised extension or modification of the Framework by the customer (see clause 4.5).

7.2. Limitation of liability: To the extent permitted by law, the Provider's liability for direct damages is limited to 20% of the one-off purchase price (under 4.1 and 4.3b); this applies, however, only if the Framework has not been modified by the customer. If the customer has modified the Framework, any liability for direct damages is likewise excluded in its entirety to the extent permitted by law. Liability for indirect or consequential damages (such as lost profit or data loss) is excluded in its entirety in any case.

8. Final Provisions

8.1. Amendments to these GTC require written form.

8.2. For all other services provided by Automatify, the «Automatify GTC for IT Services» apply, available at: automatify.ch/agb

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

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

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