Terms and Conditions of Contract – Upgrade incl. Maintenance
1. Subject matter and scope
Upgrade means the change to a next higher version of the software, and includes new features. Maintenance means improvements and the removal of technical defects within the same version level of the software by way of maintenance updates.
These provisions shall govern the relationship between the Client (hereinafter called Customer) and the Contractor (hereinafter called CLX). The subject matter of the contract shall be the granting of a right of use for consideration by CLX to the Customer to an upgrade based on a still current full version of PayMaker. CLX furthermore agrees to deliver at least one maintenance update annually. The Customer undertakes to install such maintenance updates. Customers with a maintenance subscription furthermore undertake to install all other upgrades. On-site installations, hotline support, etc. shall not be part of this Agreement. Agreements deviating from this shall only be valid in written form.
2. Right of use
The Customer shall only be entitled to the rights to use the Licence Materials explicitly granted under the End User Licence Agreement (EULA) applicable to the full version and already accepted by the Customer. All other rights, specifically ownership, copyright and property rights for the Licence Materials and all usage authorisations that are not expressly assigned will remain with CLX or the holder of the property rights to the Licence Materials.
3. Maintenance fee
An upgrade may be purchased, including 12 months of software maintenance or with a maintenance subscription. As remuneration for the contractual services under a maintenance subscription, Customer shall owe CLX an annually recurring maintenance fee pursuant to the price defined in the quote. The maintenance fee shall be invoiced in advance for 1 year at a time and shall be due and payable within 20 days of receipt of the respective invoice from CLX by the Customer. If the invoice is not paid within the deadline, the Client shall be automatically in default. Late payment shall incur additional reminder fees. In the event of default in payment, CLX shall have the right to suspend the contractual services.
4. Commencement, term and termination for conveniences
The Contract shall commence on the day on which the order is place via the online store. The minimum contractual term for the maintenance subscription shall be two years ("initial term"). Following the initial term, the contractual relationship shall be automatically renewed for a further year ("renewal term"), unless it is terminated by either party no later than 30 days prior to the expiry of the initial term or a renewal term. Notice of termination shall be given in writing (letter or e-mail possible).
CLX shall deploy properly trained specialist personnel to perform the services owed under this Contract in compliance with the due care customary in its business, with the aim of maintaining the software in a condition suitable for its intended use under the specified usage and operating conditions and of removing defects in the software as quickly as possible. Any further warranty shall be excluded. In particular, CLX, shall not warrant that the Licence Material can be used without interruption or faults in all combinations requested by the Customer with any data, IT systems, and other programs, or that performance of the contractual services will prevent the occurrence of other faults.
The liability of CLX shall be excluded to the extent permitted by law.
7. Applicable law and place of jurisdiction
This Contract shall be governed by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, and under exclusion of the conflict of laws provisions. Exclusive place of jurisdiction shall be the City of Zurich.