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General Terms and Conditions

  1. Scope of application
These General Terms and Conditions (“GTC”) apply to the entire business of Novalabs AG (hereinafter “Company”). The Company does not recognize any conflicting or deviating terms and conditions. This shall also apply if the Company accepts an order with knowledge of conflicting or deviating terms and conditions.
  1. Contract conclusion
The contract is concluded by the Client’s acceptance of the Company’s offer regarding the purchase of services. The contract is concluded in any case when the Client uses the services offered by the Company. However, the Company is free to refuse a Client without giving any particular reasons.
  1. Prices
Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT) and exclusive of any other applicable taxes. The company reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract shall apply. If a commission has been agreed upon, it shall be owed upon fulfillment of the obligations by the Company. Whether the end customer pays the customer has no influence on the origin and maturity of the commission, relevant is the fulfillment of obligations by the company.
  1. Payment
The company offers the customer the following payment options: Invoice, cash in advance. The customer is obliged to pay the invoiced amount within 30 (thirty) days from the invoice date. If the invoice is not paid within the aforementioned payment period, the customer is automatically in default. From the moment of default, the customer shall owe interest on arrears at the rate of 5% (five percent). Offsetting of the invoiced amount against any claim the Client may have against the Company is not permitted. The Company shall have the right to refuse delivery or provision of services in the event of default in payment.
  1. Company obligations
5.1. Service provision
Unless otherwise agreed, the company fulfills its obligation by providing the agreed services. The services include the application and development of numerical simulations, machine learning as well as scientific software and are basically aligned to the problem definition of the customer. The problem definition may, but need not, be set forth in a written specification. The Company reserves the right to use any scientifically justified method that contributes to the solution of the problem, unless otherwise agreed separately and in writing. The Company provides for verbal discussion of the models, analyses and the resulting conclusions with the Customer. It is also intended to provide results and conclusions prepared in the form of presentations for the purpose of general understanding. Detailed reports must be agreed separately. Projects will always be carried out with the greatest possible care, based on the state of the art, and using recognized methods from science and practice. Numerical simulations and statistical models (hereinafter “models”) are always subject to a certain degree of uncertainty. This must be taken into account in the assessment of the results and the expectation of the predictive performance of the models. Quantities predicted on the basis of models may show deviations from measured quantities. The services provided by the company and the results and conclusions drawn from them are therefore to be regarded as an additional source of information, supplementary to possible experiments, and do not serve as a complete substitute for experimental verification. The customer therefore bears the sole and complete responsibility for ensuring the quality and safety of the products and systems investigated within the scope of the service. If no further provisions are agreed, the place of service provision shall be the registered office of the Company.
5.2. Auxiliary persons and service partners
The parties shall have the express right to engage auxiliary persons and service partners (hereinafter “third parties”) to perform their contractual duties. They shall ensure that the involvement of third parties takes place in compliance with all mandatory statutory provisions and any collective labor agreements. The selection of third parties shall be made by the Company itself and shall be made with a view to achieving the best possible success for the Customer.
  1. Obligations of the client
The Customer is obliged to immediately make all arrangements necessary for the provision of the service by the Company. The Client shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to the Company. The customer is responsible for the content of the uploaded data. He guarantees the legality of these data. Any uploading or publishing of protected, illegal or objectionable material including plagiarism is strictly prohibited and any liability on the part of the Company is rejected. The client is liable to the company, its organs, employees and auxiliary persons for all damages caused in connection with the use of the data, regardless of fault. He must indemnify the company from claims of third parties and to take over the arising costs.
  1. Provisions for the software used
The customer is prohibited from copying, reproducing, sublicensing or otherwise transferring or reproducing the software or related documents or computer programs or transferring them to third parties. Furthermore, the Customer is prohibited from modifying, decompiling, disassembling or creating new software from elements of the software or related documents or computer programs, unless written permission has been obtained from the Company. Furthermore, the customer is prohibited from removing or altering any copyright marks on the software or related documents or computer programs. The copyright of the software remains in full with the Company. The Customer shall ensure that the technical and factual prerequisites for the receipt and use of the services, data and content are met on his side. If these prerequisites are not fulfilled, this has no influence on the conclusion and continuation of the contract between the Customer and the Company. Likewise, claims for damages for loss of the investments used, for loss of profit, for loss of data, for restoration of the software, for downtime or for other lost production or working time and for loss of courses are completely excluded, this applies to all claims of the Client, regardless of the legal grounds. The Company assumes no responsibility for external or indirect defects and consequential damages (e.g. damages resulting from business interruption due to delayed delivery, delay of information forwarding, due to viruses or from system errors). As far as the contractual liability of the Company is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents of the Company. The Customer accepts checks and maintenance work by the Company, which may temporarily affect the availability of some or all products. The transmission of third party content and services may also be subject to temporary transmission delays. The Company endeavors to keep downtimes as short as possible in the interest of the Customer. The customer accepts proportionate impairments. The company is not liable for system failures of network operators, service providers or if the customer account has been hacked. The Company does not guarantee that the services will be accessible without interruption, that the desired connections can be established at all times, or that stored data will remain available under all circumstances. An interruption of the accessibility of the services for the customer does not lead to claims for damages.
  1. Non-solicitation and non-employment
Without the written consent of the Company, the Customer may not entice away or employ employees or other auxiliary persons of the Company, either on its own account or on the account of others. Even after termination of the contractual relationship, the Client is prohibited from employing employees or other auxiliary persons of the Company in any way, directly or indirectly. This prohibition shall apply until one year after termination of the contractual relationship and is limited to the scope of activity of the respective employee or auxiliary person.
  1. Warranty
The company guarantees to perform the agreed services in the quality customary in the industry.
  1. Liability
Liability for any indirect damages and consequential damages is fully excluded. The liability for direct damages is limited to the price of the service. This limitation of liability does not apply to direct damages caused by gross negligence or intent. The customer is obliged to report any damages to the company immediately. Any liability for auxiliary persons is fully excluded.
  1. Intellectual Property
The company is entitled to all rights to the products, services and any trademarks or is authorized to use them by the owner. Neither these General Terms and Conditions nor any associated individual agreements have the transfer of any intellectual property rights as their content, unless this is explicitly mentioned. In addition, any further use, publication and making available of information, images, texts or anything else that the customer receives in connection with these provisions is prohibited, unless it is explicitly approved by the company. If the Customer uses content, texts or pictorial material in connection with the Company to which third parties have a property right, the Customer must ensure that no property rights of third parties are infringed.
  1. Privacy
The Company may process and use the data recorded within the framework of the conclusion of the contract for the fulfillment of the obligations arising from the contract. The Company shall take the measures required to secure the data in accordance with the statutory provisions. The Client fully agrees to the storage and contractual use of his data by the Company and is aware that the Company is obliged and entitled to disclose information from the Client to these or third parties by order of courts or authorities. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes. The data necessary for the performance of the service may also be disclosed to contracted service partners, as long as they are also bound to confidentiality.
  1. Amendments
These General Terms and Conditions may be amended by the Company at any time. The new version shall enter into force 30 (thirty) days after the notification or posting on the website (https://novalabs.ch/terms) by the Company. The version of the General Terms and Conditions that is in force at the time of the conclusion of the contract shall apply to the Customers. Unless the customer has agreed to a newer version of the GTC.
  1. Priority
These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which still specify the provisions of these GTC take precedence over these GTC.
  1. Salvatory clause
Should any provision of this contract or any supplement thereto be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.
  1. Confidentiality
Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation remains in force even after the termination of the contract. The Company undertakes to enter into an agreement with all employees and third parties commissioned for the performance of services, which requires the confidential treatment of sensitive data.
  1. Force majeure
If the timely performance by the Company, its suppliers or third parties involved becomes impossible as a result of force majeure, such as pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 90 (ninety) days, the Company may withdraw from the contract. The Company shall fully reimburse the Customer for any advance payment for the period from the date of the force majeure. Any further claims, especially claims for damages due to force major are excluded.
  1. Applicable Law / Jurisdiction
These GTC are subject to Swiss law. Unless mandatory statutory provisions prevail, the court at the registered office of the company shall have jurisdiction. The company is free to bring an action at the defendant’s domicile. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is explicitly excluded.

Terms and Conditions Online Tools

Last updated: August 22, 2023

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Account means a unique account created for You to access our Service or parts of our Service.

  • Country refers to: Switzerland

  • Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Novalabs AG, Europaallee 41.

  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

  • Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

  • Free Trial refers to a limited period of time that may be free when purchasing a Subscription.

  • Service refers to the Website.

  • Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.

  • Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

  • Website refers to Novalabs, accessible from www.novalabs.ch

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Subscriptions

Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company.
You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Free Trial

The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You canceled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us: