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General terms and conditions

General terms and conditions

  1. Subject of the agreement
    1. LUUCY AG provides the customer with functionalities and services for the online use of digital 3d models and integration of own and third-party data on its platform “luucy”. These general terms and conditions (“gtc”), together with any offer(s) of LUUCY AG, conclusively form the contractual relationship between LUUCY AG and the customer and any users authorized by the customer
    2. The GTC of LUUCY AG take precedence in all cases over other provisions of the customer – in particular his GTC.
  2. Basis of contract
    1. LUUCY AG is the owner and holder of the rights to the platform software “Luucy” and the rights of use granted by it to the Customer.
    2. The basis of this agreement is the current offer of functionalities at the initial registration (account creation) of the customer on “luucy.ch”.
    3. If LUUCY AG has previously provided the Customer with an individual offer (quotation), the latest version of the quotation provided to the Customer shall apply. Earlier agreements or assurances are null and void.
    4. The following provisions exclusively regulate the cooperation of the parties and use of the web platform “luucy.ch” as well as for offers of LUUCY AG under other domain names.
  3. Conclusion of contract without offer
    1. In case of self-registration by the customer, the contractual relationship arises without further ado by accepting the current GTC as well as the current privacy policy at his first online registration (account creation) on Luucy.
    2. The use of additional online services of LUUCY AG or third parties may be subject to additional charges and requires the express consent of the customer.
  4. Conclusion of contract with offer
    1. The contractual relationship arises through written confirmation of the binding offer of LUUCY AG by the customer
    2. The offer of LUUCY AG contains all information relevant to the contract in the specific case regarding the offer, number of authorized users, price, fulfillment, special provisions, etc. The offer is binding. The parties may agree on additional services or their modification in writing at any time. The offer(s) shall in each case form an integral part of the contractual relationship. In all other respects, the GTC of LUUCY AG shall apply.
    3. If the customer adds to, deletes from or changes the offer of LUUCY AG, no contract shall be concluded without express written acceptance of the changes by LUUCY AG. In case of doubt, the last binding offer of LUUCY AG is valid.
  5. Rights and duties of the customers
    1. With the online registration the customer receives a non-exclusive, personal, non-transferable, nonsublicensable and paid right to use the software for the duration of this contract.
    2. The customer thereby receives the right to use the functions on “luucy.ch” in his organization set up by him in accordance with the standard offer or the individual offer to the agreed extent by remote access via the Internet with suitable devices.
    3. The Customer’s attention is expressly drawn to the fact that the contractual use of the Software may depend on the data of third parties and their lawful use. This data may have to be procured by the Customer itself at a charge and entered into the system.
    4. The Customer shall take appropriate organizational and technical measures to ensure that only authorized users have access to its content.
    5. The Customer shall inform LUUCY AG of a contact person who can personally, competently and with decision-making authority perform the duties of cooperation for the Customer. In justified cases, LUUCY AG may request a change of contact person.
  6. Rights and obligations of LUUCY AG
    1. LUUCY AG is obligated to support the customer in any procurement of basic 3D data and to integrate these into the software in accordance with the offer.
    2. During the term of the contract, LUUCY AG is obligated to keep the software functional outside the announced maintenance windows for at least 99.5% of the working time (accumulated over one year
    3. Updates and service enhancements for the customer are usually scheduled for an ordinary maintenance window. Ordinary maintenance windows are generally scheduled outside of normal working hours and the customer is notified reasonably in advance.
    4. In exceptional cases, LUUCY AG reserves the right to temporarily restrict the availability of the software in whole or in part in order to maintain and adapt the systems.
    5. LUUCY AG takes appropriate precautions against the loss of data. This includes at least weekly backups.
    6. Support requests to LUUCY AG will only be accepted by the contact person as well as his/her deputy. LUUCY AG reserves the right not to accept requests from third parties.
  7. Support services
    1. The integrated chat function is available to the customer for support in dealing with the platform. Questions will be answered during the working week (MO-FR) usually within 24 hours. In addition, during regular office hours of the working week, the customer can make use of the support services via the help center by telephone.
    2. For questions and support regarding applications of third party companies, the customer has to contact these third party companies
  8. Additional services
    1. If LUUCY AG provides services and support for the customer which are not part of the offer or the basic offer, these will be invoiced as a matter of principle.
    2. For services that do not exceed the cost of CHF 1,000 (excl. VAT), a simple written agreement or confirmation between the parties by e-mail or letter is sufficient.
    3. For services which presumably exceed the cost of CHF 1,000 (excl. VAT), LUUCY AG shall prepare a binding offer in advance. If accepted by the customer, this will be included as an integral part of the contractual relationship.
    4. Additional services for the customer will be charged according to the time spent by LUUCY AG (and any third parties called in) plus necessary and stated expenses.
  9. Acceptance
    1. In the case of online registration by the customer, the basic services shall be deemed to have been accepted without further ado.
    2. In the case of extended services, LUUCY AG shall notify the customer as of when the software is ready for use. Defects that make the contractual use of the software impossible or significantly more difficult must be reported to LUUCY AG within 5 working days from this date.
    3. Minor defects do not hinder the acceptance and will be corrected within the scope of the regular maintenance.
    4. The productive use of the software is considered as acceptance.
  10. Prices, price changes
    1. LUUCY AG reserves the right to change the prices for recurring services as well as the fee rates with a notice period of 3 months at the end of each year.
    2. All prices are exclusive of VAT and any other public charges and fees.
    3. Working hours shall be charged to the nearest 15 minutes. Partial quarter hours shall be rounded up to the next.
    4. Expenses necessary for the fulfillment of the contract shall be borne by the customer.
  11. Invoicing, due date
    1. Invoices for recurring services shall be issued annually at the beginning of the license year or in advance when the contract comes into effect. Additional services shall be invoiced at the end of each month.
    2. Invoices are payable net within 20 calendar days.
  12. Duration and termination of the contract
    1. The contract comes into force with the acceptance of the current GTC as well as the current privacy policy of the customer at his first online registration (account creation) or with the confirmation of the last offer of LUUCY AG by the customer and is concluded for the contract period regulated in the offer. In the absence of a special agreement, the contract period is one year and is automatically extended by a further year.
    2. The contractual relationship can be terminated by either party with a notice period of three months to the end of the contract period.
    3. For important reasons, the contractual relationship may be terminated prematurely – within 30 days – by the contracting party behaving in accordance with the contract if essential provisions of the contract are violated or not fulfilled by the other contracting party.
    4. . A prerequisite for premature termination is that the terminating party has granted the other party a written restoration period of at least 30 working days to restore the contractual condition. If the contractual condition is culpably not restored within this restoration period, the other party shall be free to terminate the contractual relationship prematurely, taking into account the 30-day notice period.
    5. Notices of termination shall be sent by registered mail to the address of the respective contracting party.
  13. Data issuance
    1. Upon ordinary termination of the contractual relationship, the Customer shall be entitled to the handover of the data and necessary interface information created in its Luucy organization.
    2. The data shall be handed over to the Customer within 60 working days after termination of the contractual relationship at the latest in the form in which they were stored in Luucy. Compliance with the deadline requires that the customer fulfills his obligations to cooperate. The data carriers for the surrender shall be provided by the Customer at its expense.
    3. All work performed by LUUCY AG to hand over the data in another form shall be subject to a charge and shall be subject to the provisions regarding “Additional Services”.
    4. If the customer, after having opened workspaces and used and compiled data on the platform with a test license, decides against the purchase of a regular license after the expiration of the test period, LUUCY AG is entitled to delete the account without further notice after one or more requests by e-mail.
  14. Copyrights and warranty of rights
    1. All property rights, copyrights and other industrial property rights to the Software as well as to the services rendered by LUUCY AG within the scope of the Software maintenance shall exclusively and solely belong to LUUCY AG.
    2. LUUCY AG guarantees that the platform “luucy.ch” is free of third party rights that exclude or restrict the contractual use by the customer. LUUCY AG cannot guarantee this for any third-party applications that may be used.
    3. If a third party asserts claims against the Customer claiming that the contractual use of the Software would infringe its copyrights, trademark rights or other intellectual property rights, LUUCY AG shall be notified immediately of the assertion of such claims.
    4. In such cases, LUUCY AG shall indemnify the Customer against claims of third parties or liability for the unlawful infringement of intellectual property rights.
    5. If the customer uses services of third parties in Luucy, their provisions shall apply with regard to their intellectual property rights.
  15. Warranty of quality
    1. LUUCY AG warrants that the Software will conform to the agreed specifications and can be used in accordance with the contract for the duration of the contract. Hidden defects shall be reported in detail in writing to LUUCY AG immediately after detection – but no later than three months after acceptance.
    2. Defects shall be remedied by LUUCY AG within a reasonable period of time and with reasonable measures. As a rule, this shall be done during a regular maintenance window.
    3. LUUCY AG does not warrant that the Software and the server systems operated by LUUCY AG or third parties are or will remain error-free or that the Software can be used at any time without restriction or error. Furthermore, LUUCY AG does not warrant that its software will operate smoothly with any third party software, data sets or interfaces. The customer also acknowledges that the performance of the software is largely dependent on the end devices used by him and the bandwidth (speed) of the Internet connections or network devices. The quality of the contractual performance may further depend on the availability of third party services. Accordingly, LUUCY AG cannot guarantee that the contractual service can be provided at any time under all technical conditions at the customer’s or at other users’ premises.
    4. LUUCY AG also has the right to restrict access to the Software or individual functionalities in order to protect higher interests or to prevent damage.
    5. . LUUCY AG is obliged to perform its services carefully and professionally. Where the performance of the contract is carried out by third parties, LUUCY AG shall carefully select, instruct and control them.
  16. Third party data
    1. LUUCY AG enables the integration and display of third party data or services with the Software. Unless expressly warranted to the Customer in writing, LUUCY AG does not warrant that the functionalities of the Software for the display and use of Third Party Data will be available to the Customer at any time, in whole or in part (availability), due to the lack of data control.
    2. LUUCY AG also does not warrant that the Third Party Data displayed with the Software is complete, correct and/or up-to-date at all times (quality).
    3. LUUCY AG also does not warrant that the Third Party Data used by the customer within the scope of the contractual relationship is used lawfully (warranty of title).
    4. In the event of claims by third parties as a result of unlawful use of Third Party Data by the customer, LUUCY AG reserves the right to request litigation support from the customer.
  17. Liability
    1. Liability for direct property damage and financial loss culpably caused by LUUCY AG in the performance of its contractual obligations shall be limited to a maximum of the amount of the annual license fee.
    2. Any liability – regardless of the legal basis – of LUUCY AG or its vicarious agents, for other or further claims or damages – in particular claims for compensation for indirect, consequential or incidental damages, lost profits, lost benefits, unrealized savings, loss of earnings, business or production as well as loss of data and reputation – is fully excluded to the extent permitted by law.
    3. LUUCY AG is in no case liable for incorrect or illegal content of the data stored with it or its misuse by the customer or third parties.
    4. LUUCY AG shall in no case be liable for damages or compensation incurred by the customer or third parties due to unlawful use of third party data or due to their poor data quality or lack of availability.
    5. Any claims arising from the use of Third Party Data shall be settled directly between the Data Provider and the Customer.
  18. Confidentiality, Secrecy
    1. The Parties shall treat as confidential all business and trade secrets of the other Party received or perceived in connection with the performance of the contractual relationship, in particular all user information, records, documentation, drawings and other know-how. The parties are obliged to use this information only for the purpose of fulfilling the contractual relationship.
    2. This information may only be made accessible to third parties if the respective party concerned expressly agrees to this in writing in advance and if this is absolutely necessary for the performance of the contract. This does not apply to legal obligations.
    3. However, the Customer grants LUUCY AG the right to publicly inform about the existence of the contractual relationship and the progress of the project for demonstration and advertising purposes and to demonstrate individual functionalities.
  19. Data protection
    1. Both contracting parties undertake to process all personal data in accordance with Swiss data protection law. Both parties are obligated to take appropriate technical and organizational measures in their area of control to protect personal data, to document these measures and to keep them up to date on an ongoing basis.
    2. The Customer shall remain the data controller of the personal and customer-related data existing in its organization and accruing during use. LUUCY AG shall support the customer, at its own expense, in the performance of its duties and in the event of requests for information by third parties.
    3. In the event of changes to Swiss data protection law, LUUCY AG reserves the right to implement legal obligations of the data owner as an additional service subject to a charge.
    4. In all other respects, the current provisions of our data protection regulations shall apply.
  20. Final provisions
    1. Should individual clauses of the contractual relationship be or become invalid, this shall not affect the validity of the remaining provisions. The invalid clause shall be replaced by the clause that comes closest to the intended purpose of the contracting parties.
    2. LUUCY AG has the right to assign tasks for the fulfillment of the contractual relationship to third parties or to engage vicarious agents.
    3. . The GTC and the offer(s) contain all agreements. No collateral agreements have been made. Amendments to the contract must be made in writing. The same shall apply to the cancellation of this written form clause.
    4. The Customer may assign the rights arising from this contractual relationship to third parties only with the prior written consent of LUUCY AG. Offsetting against claims of LUUCY AG is only possible with recognized or legally established counterclaims and its express prior consent.
    5. LUUCY AG has the right to assign the rights arising from the contractual relationship to a legal successor or third party at any time without the consent of the customer. The rights and obligations arising from this contract shall remain unaffected.
    6. The parties shall inform each other, in good time and without being asked, of all events affecting the performance of the contract
    7. The parties shall endeavor to resolve differences of opinion and conflicts amicably while maintaining mutual respect. Should this not be possible on a continuing basis, the parties undertake to seek mediation by a qualified third party (mediation) before taking legal action. Should this also fail, it shall constitute a consent to take legal action in accordance with Art. 213 Para. 3 ZPO.
    8. The courts at the registered office of LUUCY AG shall have exclusive jurisdiction over any disputes arising from this contract. Swiss substantive law shall apply.

LUUCY AG, March 2022