Conditions governing the software license agreement
§ 1 Contract matter and contract partner
(1) This contract concerns the computer program ‘Polysun’ (hereinafter referred to as ‘the software’). Integral parts of the software are the electronic user documentation and the catalog of components.
(2) The parties to this license agreement are Vela Solaris AG, Stadthausstrasse 125, CH-8400 Winterthur, Switzerland (hereinafter referred to as ‘Vela Solaris’) and the user of the software (hereinafter referred to as ‘the user’). The General Terms and Conditions [Allgemeine Geschäftsbedingungen] of Vela Solaris are an integral part of this license agreement.
(3) The software that is the matter of this license agreement is protected under both national and international intellectual property (copyright) laws.
§ 2 Rights and obligations
(1) Upon conclusion of this license agreement and upon timely payment of the price that was agreed upon for the license, the user will be granted the non-transferable and non-exclusive right to use the software according to the conditions set out in this license agreement either until further notice (with a valid service subscription) (software purchase) or until a certain point in time (software lease). Upon conclusion of this license agreement, the user decides whether he/she wishes to purchase or lease the software.
(2) Unless otherwise specified upon purchase of the software, the user has the right to use the software for 4 (four) years without a valid service subscription.
(3) Should the user fall behind with his payment obligations, he/she lapses the right to use the software. In this case, Vela Solaris may withdraw the license again. Instalments that the user may have paid until this point lapse and will not be refunded.
(4) The license agreement is understood to be for a one workplace license. Installation of the software on a server is generally allowed under this license agreement.
§ 3 Polysun Service Subscription (purchase of software)
(1) Unless otherwise specified at the time of the conclusion of this contract, the user will be given the Polysun Service Subscription for a period of 12 (twelve) months with every license purchased. This service subscription will be extended automatically by a further 12 (twelve) months if it is not cancelled by one of the parties. Both parties to this agreement can cancel this service subscription in writing at any time without the need to state a reason. Should the user cancel the service subscription, he/she forfeits all fees paid for this service for the benefit of Vela Solaris.
(2) The service subscription includes:
a. updates and enhancements of the software
b. support (in writing per e-mail of via the phone according to (7)) for all questions the user might have arising from the use of this software.
(3) Vela Solaris will regularly distribute the most recent software version to the user. Only this latest software version will be serviced. Vela Solaris will offer updates ready for download; that download has to be executed by the user via the respective function of the software. Regularly installing the updates will give the user access to the most recent catalog entries (data base of current products) and weather data that are part of the software code.
(4) The service subscription does not include:
• the purchase of upgrades or additional modules
• the installation of updates, upgrades and new software
• trainings or other special advice involving large amounts of time concerning questions and problems having to do with the use of the software.
(5) Additional services not covered by this license agreement are undertaken by Vela Solaris upon request by the user and are billed separately, provided that at the time of the request there are sufficient staff available to Vela Solaris. The calculation of the amount coming due will be based on the hourly fee of Vela Solaris staff at the time of the execution, keeping in mind the estimated amount of time necessary.
(6) Should the user experience a software malfunction or experience problems when using the software, he/she will receive support by Vela Solaris either over the telephone or via e-mail. Support will be provided only for the latest version of the software.
(7) Users will reach Vela Solaris for this purpose on weekdays from 9 a. m. to 5 p. m. Central European Time (CET) under the following contacts: email@example.com; +41 55 220 71 00
(8) Support outside these times will be subject to a special agreement and will be billed separately.
(9) The current price of the Polysun service subscription can be obtained from the price list published on www.velasolaris.com.
(10) The fee for the service subscription is due annually, for the first time twelve (12) months after the initial purchase. The fee is due upon receipt of the bill and is payable to the Vela Solaris bank account no later than 14 days after receipt.
§ 4 Software lease
(1) The lease shall begin at the time the license is activated with the user key and shall be active as long as is stipulated in the contract. Unless the automatic renewal of the lease is agreed upon, the software lease shall terminate upon expiry of the lease without the need for a cancellation. If the contract includes the automatic renewal, the lease shall be extended automatically by another 12 (twelve) months upon expiry unless one of the parties cancels the lease in writing, this cancellation taking effect the date of the expiry.
(2) Upon expiry of the lease, the user has to cease and desist from the use of the software and remove all copies of the software from his computer systems. Should the user have made copies and/or security backups of the software, these, too, have to be deleted in their entirety and definitely.
(3) All use of the software after the expiry of the lease is prohibited.
§ 5 User key and change of hardware
(1) The software can only be run together with a user key (User ID and the e-mail-address of the user) as issued by Vela Solaris.
(2) The user is entitled to install the Polysun license 3 (three) times, after three installations, the license is blocked and the user would have to get in touch with Vela Solaris for a renewal of the license. The user will have to re-enter the user key upon each new installation of the software.
(3) During the software lease, a bi-directional connection to the Vela Solaris server may be established over the Internet. User data may be stored on the Vela Solaris server. Vela Solaris guarantees for the confidential treatment of this data.
§ 6 Decompilation, re-sale and modifications to the software
(1) The de-compilation or the re-translation of the program code into other code forms, any type of reverse engineering of the individual production stages of the software as well as the integration of parts of the software or results from this software into other software are prohibited.
(2) The removal of the copy protection is prohibited.
(3) Copyright specifications, serial numbers or other components meant for the identification of the program must not be removed or altered in any case. The same is true for suppressing that the said components will appear on screen and in the reports generated by the software.
§ 7 Waiver of claims for damages and liability
(1) Should the software be erroneous, Vela Solaris is willing to refund the user the price paid for using the software. This right to a refund applies only if the user has sent a written notice about the malfunction or error within 30 (thirty) days of starting to use the software and with proof. Upon the refund of the purchase, this contract is considered to be dissolved and the user is no longer entitled to use the software.
(2) Above and beyond the rights specified in (1) Vela Solaris will not accept any claims for warranty of title and/or liability for defects in case the software is defective. The same is true for persons and institutions that took part in the development of Polysun. Especially those who ordered company versions cannot be held responsible in any way.
§ 8 Legal venue and applicable law
(1) Legal venue for all legal conflicts arising out of this contract is the respective legal residence of Vela Solaris in Switzerland.
(2) This contract shall be governed by Swiss law with the exception of the United Nation Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN CISG or purchase law).
(3) This translation into English is offered as a service to our customers. However, in case of a legal dispute, only the German language version shall be legally binding.
Winterthur/Switzerland, 1 April 2017