General Terms and Conditions of Sale (GTC)
These General Terms and Conditions of Sale (hereinafter "GTC") define the contractual relationship between the buyer (hereinafter "Customer") of any product (software or hardware) or service offered by the seller, Micro Consulting SA (hereinafter "MC"). The Office Maker and BiblioMaker software (hereinafter referred to as "Software") published by MC are subject to special conditions relating to their use, and defined by the software license (see "Software License Agreement").
The Customer acknowledges that he has read and accepts these Terms and Conditions in their entirety, as soon as he places an order and this order is accepted by MC. The acceptance of the order can be done by sending an order confirmation, by delivery or by invoicing the products ordered. The GTC can be consulted on MC's websites (www.officemaker.ch and www.bibliomaker.ch). MC reserves the right to modify these Terms and Conditions at any time.
Products and services may be ordered orally, by telephone, mail, e-mail or by using an order form on MC's websites. MC reserves the right to refuse an order, e. g. in the event of insolvency, or unresolved disputes over previous invoices.
The Software is available permanently by downloading from MC's websites. MC is not responsible for any unavailability or malfunction of the Internet. Custom developments of the Software are generally subject to a separate sales contract and are delivered on the agreed upon date and conditions.
Hardware products (cash receipt printers, barcode scanners, ISR readers, etc.) are shipped or delivered according to their availability or the agreed deadline. Delivery is carried out from MC's premises in Mont sur Lausanne or directly by their manufacturer or official distributor in Switzerland.
The delivery itself does not include any installation, commissioning, configuration, support or training. These and all other services are offered and invoiced in addition.
Current product prices can be found on MC's websites. The Customer may obtain from MC the price of all products, or a written offer, for any particular configuration. Tenders shall be valid for ninety days, unless otherwise specified. All prices are quoted in Swiss francs, VAT included. Possible shipping, packing or delivery costs are not included. MC reserves the right to change the prices of its products or services at any time. The prices invoiced to the Customer are those in force at the time the order is received by MC.
6. Payment conditions
In general, the terms of payment are ten days net, without discount, unless otherwise agreed upon expressly at the time of ordering. Invoices for the update subscription contract (see "Update Subscription Contract") are subject to different terms and conditions. MC reserves the right to require payment in advance, in whole or in part.
7. Demo versions
All Software can be downloaded and evaluated with the demonstration data provided. These versions are fully operational and require only the activation key to be entered normally, with actual data.
8. Software license
The purchase of a Software corresponds to the acquisition of an Software License. By acquiring this License, the Customer is authorized to use the Software under the conditions defined in the License Agreement. By installing the Software, Customer confirms that it has read and understood the terms of the Software License and accepts them fully and without restriction. Under no circumstances does the Customer become the owner of the Software (see "License Agreement"). This also applies to custom developments.
9. Activation key
The acquisition or rental of an Software License is materialized by the Activation Key, which is a code consisting of a series of characters, issued to the Customer after payment of the invoice for the license or the monthly rentals. The Activation Key activates the normal, unrestricted operation of the purchased version of the Software. The Customer undertakes never to pass on the Activation Key to a third party.
The various services offered by MC include telephone assistance, on-site intervention, individual or group training at MC's premises or at the site of operation, and a subscription contract for updates. Telephone services are available every business day, from 9:00 AM to 12:00 noon and from 2:00 PM to 5:00 PM. Support can be provided via remote maintenance software. All services are billed at the current hourly rate, except for free support included in the Update Subscription Agreement.
11. Data protection and privacy
All customer data collected by MC in the normal course of business relations or to which MC employees may have access in connection with the performance of a service are treated confidentially. No information is transmitted to third parties, except with the express permission of the Customer. MC complies with the provisions of the Swiss Data Protection Act (SR 235.1).
12. Warranty, limitation of liability
The warranty on material products resold by MC is that of their manufacturer or official distributor in Switzerland.
For the Software, it is the Customer's responsibility to verify its operation and to ensure that it is free from defects, incompatibilities or unacceptable inadequacies, and that it meets the Customer's needs. Once the Final Activation Key has been delivered to the Customer, the License Agreement is deemed to have been acquired and the Software shall not be taken over or refunded by MC. In no event shall MC be liable for any damages whatsoever resulting from the use of the Software.
The Software is provided as is. However, MC cannot guarantee that they will operate in the same way as the Customer's infrastructure (hardware or operating system) evolves, nor can MC guarantee that they will comply with changes in laws, regulations or legal provisions. In order to ensure the proper functioning of the Software in the long term, MC proposes to the Customer to conclude a contract (see "Update Subscription Agreement") giving right to the update of the Software, in the form of regular provision of updates.
The Customer is responsible for the security of the data it manages with the Software. In particular, it is responsible for setting up and activating an effective and operational backup system. In the event of loss of data, MC may, upon request, participate in their return, if possible, at the usual service rate. Technical interventions, including correction or modification of parameters or data, are not subject to the obligation of result. It is the Client's responsibility to verify the accuracy of the changes made during the intervention, the Client being solely responsible for its data. No claims for compensation can be made following the intervention of a support technician. Under no circumstances shall MC be held liable for any loss or corruption of data managed by the Client.
13. Applicable law, place of jurisdiction
The terms of these GTC are subject to Swiss law. Any dispute arising from their interpretation or application shall be submitted to the competent courts of Lausanne. If, for any reason whatsoever, a court having jurisdiction to invalidate, in whole or in part, any provision of these GTC, the other provisions remain applicable.
The present general conditions of sale replace and cancel those of June 1st, 2015 and are applicable from October 25th, 2017.