1. Definitions & Incorporation
The agreement defines core terms including "Modulos Platform," "License," and "Intellectual Property Rights." "Agreement" comprises both the Commercial Offer and these Terms and Conditions.
2. Term
The agreement runs for the period specified in the Commercial Offer. For indefinite terms, each Party may terminate the Agreement effective at the end of the month subject to a thirty (30) calendar day written notice.
3. License Grant
Modulos grants a non-exclusive, non-transferable and limited license to use the Software. Customers cannot sublicense, reverse-engineer, or exploit the platform beyond permitted scope.
4. Fees & Payment
Customers pay fees outlined in the Commercial Offer. Payment is due within ten (10) days of the invoice date. Modulos may suspend service for non-payment after five days' notice and charge 5% annual interest on overdue amounts.
5. Updates & Upgrades
Modulos may implement updates at its discretion; customers must accept these within reasonable timeframes.
6. Support
Support services are provided as specified in the Commercial Offer and applicable Service Level Agreement.
7. Data Protection
Modulos collects usage metrics for service improvement (excluding personal data) and maintains compliance with applicable data protection laws.
8. Customer Obligations
The Customer shall:
- Use the Platform in accordance with applicable laws
- Maintain the confidentiality of access credentials
- Not attempt to circumvent technical protection measures
- Promptly report any security breaches
9. Intellectual Property
All Intellectual Property contained within the Modulos Platform and Modulos Trademarks shall belong to Modulos.
10. Warranties
Modulos warrants that:
- The Platform will perform substantially in accordance with its documentation
- It has the right to grant the licenses contemplated herein
- The Platform does not infringe third-party intellectual property rights
11. Indemnification
Each party agrees to indemnify and hold harmless the other party against claims arising from:
- Breach of this Agreement
- Negligence or willful misconduct
- Violation of applicable laws
12. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control.
13. Insurance
Modulos maintains appropriate insurance coverage for its business operations.
14. Liability
Modulos excludes liability for indirect or consequential damages except for willful intent or gross negligence. Total liability is limited to the fees paid in the twelve (12) months preceding the claim.
15. Non-Solicitation
During the term and for twelve (12) months thereafter, neither party shall solicit or hire employees of the other party who were involved in the performance of this Agreement.
16. Termination
Either party may terminate for material breach after ten business days' written notice, or immediately for insolvency. Upon termination:
- All licenses granted hereunder shall terminate
- Customer shall cease using the Platform
- Each party shall return confidential information
17. Confidentiality
Both parties must keep business information confidential; exceptions apply to public domain information or legally required disclosures. Confidentiality obligations survive termination for three (3) years.
18. Assignment
Neither party may assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.
19. General Provisions
19.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties.
19.2 Amendments
Amendments must be in writing and signed by authorized representatives.
19.3 Severability
Invalid provisions shall be modified to the minimum extent necessary.
19.4 Waiver
Failure to enforce any provision shall not constitute a waiver.
19.5 Notices
Notices shall be in writing and sent to the addresses specified in the Commercial Offer.
19.6 Governing Law
Swiss law governs; exclusive jurisdiction rests with Zurich courts.
© Modulos AG