Terms and Conditions of Use (TCU) for the Timelead demo platform

Purpose

• These terms and conditions govern the relationship between the User and UDITIS SA (hereinafter also referred to as "the Supplier") for the use of the Timelead online solution demo platform.
• By accepting these terms and conditions, the User gains access to the demo platform for the Timelead online solution developed by UDITIS SA.
• The purpose of these general terms and conditions of use is to define the conditions of use of the Timelead application, namely the provision of the software and its use via the Internet, the hosting of the User's data, and the terms and conditions of support and assistance provided to the User.

Provision and use of the software

• For a period of two months, the Supplier shall make available the Timelead software in its current, but restricted, version. To this end, it shall store the software on a shared platform accessible via the Internet.
• The Supplier shall regularly develop the software and improve it through functional updates and technological upgrades. It shall also ensure that software errors are eliminated in accordance with technical possibilities.

Right of use

• The Supplier grants the User a non-exclusive and non-transferable right to use the Timelead software for a period of two months.
• The User is not authorised to reproduce or modify the software, or to make it available to third parties, either for payment or free of charge.
• All intellectual property rights to the Timelead software remain the exclusive property of the Supplier.

Data hosting

• The Supplier provides the User with space to store data related to the use of the application.
• The Supplier shall ensure that the stored data is accessible via the Internet within the limits of technical possibilities.
• The Supplier shall take reasonable organisational and technical measures against data loss and unauthorised access to such data by third parties. A description of these measures can be found on the Supplier's website (www.uditis.ch/mesures-securite).
• The User undertakes not to store any content on the storage space whose processing would violate any applicable law or agreements entered into with the Supplier or third parties.
• If the User breaches any of their contractual or legal obligations, or if there are reasonable grounds to believe that the stored data is illegal or infringes the rights of third parties, the Supplier is authorised to restrict or block access to the application, either temporarily or permanently. Valid reasons relating to illegality or infringement of the rights of others shall be understood to mean action taken by the courts, authorities or persons concerned. The Supplier must immediately inform the User of any restrictions.
• The User is the sole owner of the data and may therefore require the Supplier to transfer it to them in whole or in part without the Supplier being able to invoke a right of retention. The data is communicated via a data network in the format used by the Supplier. The Supplier is entitled to demand compensation for the costs of communicating the data if the recurrence of requests or special requirements of the User involve significant effort.

Supplier's Obligations

• Any adjustments, modifications or maintenance operations carried out on the Timelead software shall only result in a temporary interruption or impairment of accessibility if this is necessary for technical reasons.
• In the event of a serious failure, i.e. if the software can no longer be used or its use is severely limited, service restoration operations shall generally take place within half a day of the problem being identified.
• The Supplier shall endeavour to ensure the highest possible availability of its Timelead software.

User Obligations

• The User agrees to use the Timelead software exclusively for the purposes intended by the demo platform. The User is solely responsible for the content that they and their users generate, download, transmit or use with the Timelead software.
• The User is responsible for the system configuration and technical requirements, in particular in terms of the hardware, Internet browser and network connections necessary for the use of Timelead.
• The User is required to prevent unauthorised access by third parties by taking appropriate precautions. In particular, they shall ensure that their staff are aware of the proper use of software applications via the Internet and the importance of strict management of their login details.
• The User undertakes to comply with the proper use of access rights to the application. Consequently, the User acknowledges that they are prohibited from creating generic access for their users and shall also ensure that their staff do not share their login details.

Technical support and assistance

• The Supplier shall respond to User requests relating to the use of the software on working days from Monday to Friday between 9:00 a.m. and 12:00 p.m. and between 1:30 p.m. and 5:00 p.m.
• Requests shall be processed as quickly as possible. Any delay in processing requests shall not give rise to the payment of damages or the application of penalties.
• The support offered does not cover software and services provided by third parties (e.g. interfaces with other applications). These shall be covered by a separate contract.

Warranty and Liability

• The Supplier guarantees the proper functioning of its software, within the limits of the law and these general terms and conditions.
• The Supplier declines all liability towards the User in the fulfilment of its obligations or for the loss of data. This exclusion also applies to damage resulting directly or indirectly from the use of the software.
• In general, the Supplier declines all liability for direct and indirect damage caused by the malfunctioning of the software made available.
• The Supplier declines all liability for direct and indirect damage caused by improper use of access to the application (login).

Force majeure

• Neither Party shall be held liable in the event that the non-performance or delay in performance of one of its obligations is due to a case of force majeure.
• Force majeure events include, but are not limited to, industrial disputes affecting either Party, fire, explosion, acts of vandalism, cyber attacks, riots, popular uprisings, acts of terrorism, sabotage, attacks, storms, hail and snow, smoke, crashes of aircraft and spacecraft, collisions with land vehicles, water damage, frost, strikes, lockdowns, acts of government, embargoes, shortages of raw materials or electricity, epidemics, pandemics, and any governmental or administrative restrictions resulting from an epidemic, pandemic, disease or health risk.

Duration

• The right to use the demo platform shall take effect on the day the platform is made available to the User.
• This right is granted for a period of two months.
• It will then be renewed at the User's request for a maximum of two additional months.
• The Parties are free to invoke the immediate termination of the right to use the demo platform for just cause in the following circumstances:
  • If the User becomes bankrupt or a bankruptcy petition is filed against them.
  • If the User seriously breaches their obligations.

Effects of termination

• Upon expiry of the right to use the demo platform, the User will no longer have access to the application.
• Upon expiry of the right to use the demo platform, the Supplier undertakes to return the main data to the User in a standardised computer format. The Supplier reserves the right to irreversibly delete all data relating to the User from the platform.

Confidentiality

• The Supplier undertakes to keep confidential all information that has come to its knowledge in connection with the use of the demo platform. This undertaking applies to all unauthorised third parties, unless the transmission of information is necessary for the fulfilment of the Supplier's legal obligations.

Miscellaneous

• The Supplier reserves the right to modify these general terms and conditions of use. In this case, the Supplier is responsible for communicating the changes to the User. If the User does not contest the changes in writing within 30 days of their communication, the changes are deemed to have been accepted.

Jurisdiction and applicable law

• The terms and conditions are subject to Swiss law.
• Any dispute arising from their interpretation or execution shall be subject to the exclusive jurisdiction of the courts of the Canton of Neuchâtel.
• The right to appeal to the Federal Court is reserved.