General terms and conditions

Effective date: May 25, 2021

I. Introduction

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all Software, Materials and Services provided by intiyo to the Customer. They may be supplemented by other Agreements which may define the terms of application support, service activities, maintenance, updates, and upgrades notably in detail.

1.2 Any general terms and conditions or other commercial terms and conditions of the Customer are expressly waived and shall not apply unless expressly agreed between the parties in writing.

2. Definitions

Terms beginning with a capital letter, whether used in singular or plural form, shall have the following meaning:

Affiliate” shall mean any person or company, regardless of its legal form, controlling, controlled by or under joint control with intiyo or the Customer directly or indirectly; the term “control” meaning the economic ownership of at least fifty per cent (50%) of the voting rights or capital of the company concerned, or the power to direct the management and business policy of the company concerned.

Agreement” shall mean any contract, oral or written, concluded with intiyo, without regard to the designation of such contract, any order of the Customer validated in writing by intiyo, these GTC, or any offer of intiyo accepted by the Customer and approved by intiyo (e.g. a quotation), in relation to the provision of Materials or Services by intiyo to the Customer.

Confidential Information” shall mean, by way of illustration and not limitation, all information disclosed or provided by one party to the other party in relation to and/or in the framework of their contractual relationship, including the specifications, the documentation, trade secrets, know-how and internal documents relating to the affairs of the party disclosing it, and/or the affairs of its Affiliates. The Confidential Information of intiyo includes also notably but not exclusively all information and documentation relating to the Materials, Software, Services, software documentation, hardware, hardware design, technology, computer program, technical or research data, product, processes, methods, techniques, formulas, compounds, projects, development, marketing or business plan, patents and patented products or inventions. Notwithstanding the foregoing, Confidential Information does not include information that (i) becomes public independently of a breach committed by the receiving party; (ii) is developed independently by the receiving party; (iii) is known by the receiving party before the other party discloses it; (iv) is legitimately received by a third party not subject to an obligation of confidentiality; or (v) is required to be disclosed pursuant to the law or upon a final, enforceable order by a court or a competent authority (in which case it must only be disclosed to the extent required and after notifying in writing the party to which it belongs).

Customer” shall mean any professional individual or any company that has entered into an Agreement with intiyo.

Data Generated” shall mean all data generated by the processing of data belonging to the Customer in the context of the Customer's use of the Services, Software and/or Materials.

Delivery” shall mean the specific delivery of Materials, Services and Software at the place, date(s) and time specified in each applicable Agreement or in these GTC.

Error” shall mean any error occurring during use of Materials and/or access to a Software, which is not necessarily due to a Defect, such as bugs, malfunctions, etc.

Fee” shall have the meaning set forth in Section 4.1 below.

Force Majeure” shall mean any circumstances affecting one party beyond its reasonable control and objectively preventing it from fulfilling its contractual obligations, such as natural disasters of a particular intensity, war, riots, strikes or breakdowns in the electric or telecommunication networks, or other governmental acts, and inability to obtain suitable and sufficient labour and materials for the provision of Services and/or Licensed Products, and/or the sale and/or the distribution of Materials.

GTC” shall have the meaning set forth in Section 1.1 above.

Instructions for Use” shall mean the instructions as for use pertaining to a Material or Software.

intiyo” shall mean intiyo Sàrl (CHE-134.482.169), Rue Mercerie 1, 1003 Lausanne, Switzerland.

Major Defect” shall mean any Defect that objectively compromises the performance of the Material or the Software in such a way that the intended purpose can no longer be achieved.

Material” shall mean any equipment, sensors, hardware, products and/or material, including accessories, which is expressly named in the applicable Agreement by intiyo.

Minor Defect” shall mean with regard to any Material any non-conformity with the specifications mutually agreed by the parties that is not a Major Defect.

Personal Data” shall mean all information that relates to an identified or identifiable person, according to the Federal Data Protection Act.

Services” shall mean any services in connection with the Materials and/or the Software e.g. installation of the Materials at the location indicated by the Customer, use or access of the Software, customer service, training, technical support, or consulting services explicitly provided by intiyo to the Customer under and in accordance with the terms of one or more applicable Agreement.

Software” shall mean any software provided by intiyo to the Customer in relation to the operation of the Materials (e.g. firmware, user interface) and in accordance with the terms of one or more applicable Agreement.

Third-Party Software” shall have the meaning set forth in Section 14.1 below.

3. Offer and agreement

3.1 Offers made by intiyo that are to be accepted within a fixed acceptance period shall be valid until the expiry of that period and intiyo shall be released from its offer if it has not received acceptance before the expiry of that period. Offers made without a fixed acceptance period are not binding on intiyo and may be modified at any time without notice to their recipients.

3.2 Unless agreed otherwise in writing, an Agreement between intiyo and a Customer shall be deemed to have been entered into if the Customer has returned a signed copy of a quotation or any similar ordering document, any contracting document, or any equivalent document, or these GTC signed by Customer.


II. Financial terms

4. Fees

4.1 The Customer shall pay all the price(s) and/or fee(s) indicated by intiyo on a duly filled invoice (the Fee(s)). The Fees can notably include without limitation purchase price for the acquisition of Materials, fees for Software, service fees for Services as well as any additional fee for any additional services, new releases or upgrades not included in the Agreement.

4.2 All prices are stated EXW (Ex-Works) intiyo, Rue Mercerie 1, 1003 Lausanne, Switzerland, according to Incoterms 2020, unless expressly agreed otherwise.

5. Payment terms

5.1 In case of one-time Fee(s) payment, intiyo’s invoices are due and payable within 30 days of their issue date, unless otherwise agreed in writing.

5.2 In case of recurring Fee(s) payments and unless agreed otherwise in writing, intiyo shall send its invoices to the Customer on a regular basis, before the beginning of the period covered by the invoice, for payment before the beginning of such period. The paid invoices are non-refundable in case of termination of the Agreement, except as provided in Section 11.

5.3 All payments shall be made in the currency quoted by intiyo in its invoice and on the bank account mentioned on each invoice. Any payment or bank charges shall be borne exclusively by the Customer.

5.4 Payment shall be considered received by intiyo on the day the amount of the invoice is credited to intiyo on the account mentioned on the invoice. Payments received regularly shall be offset with the oldest debt. Unless otherwise agreed upon, the Customer is not entitled to withhold and/or offset any amounts owed.

5.5 If the Customer fails to fulfil the terms of payment, intiyo shall be entitled to charge an interest of 10 % per year on the outstanding amount, without having to send any payment reminder to the Customer.

5.6 If the Customer fails to fulfil the terms of payment, intiyo shall also have the option to do one or more of the following: (i) decline to accept additional orders or fulfil pending orders; (ii) suspend contractual performance until payment is received by intiyo or further assurances asked for by intiyo are received; (iii) temporarily suspend any Services and/or any Customer’s access and use of the Software; and/or (iv) if the Customer has been in default for more than 30 days, declare the entire outstanding unpaid amount due and payable immediately and/or terminate the Agreement unilaterally and immediately by written notice to the Customer. Nothing contained herein shall release the Customer from any previous obligation.

5.7 The Customer shall be liable to intiyo for all costs incurred by intiyo in its collection of any amounts owed by the Customer which are not paid when due, including collection agencies’ and attorneys’ fees and expenses, regardless of whether a lawsuit is filed or not.

5.8 From time to time, intiyo may review the Customer’s creditworthiness. The Customer agrees to provide intiyo with all credit information reasonably requested, and the Customer represents and warrants to intiyo now, and each time the Customer places an order, that all information the Customer has provided is true, correct and updated.


III. Obligations of intiyo

6. General principles

6.1 Subject to the Customer’s compliance with all its contractual obligations, in particular the timely payment of all due amounts, intiyo shall provide the Materials, Software and Services in accordance with one or more Agreements.

6.2 By default, intiyo shall only be bound by an obligation of means under an Agreement for the supply of Services and Software. intiyo shall supply the Services in accordance with standard professional practice, with care and diligence required from a supplier of similar services. Training, technical support or consulting services do not place intiyo under an obligation of result.

6.3 intiyo shall only have an obligation of result if such obligation is expressly provided for in an Agreement in written form, and if the expected results are described therein.

7. Types of services

7.1 Installation. The customer is solely responsible for the installation of the Materials or the setting up of the Software. intiyo may provide installation services to the Customer and assist the Customer in the installation of the Materials or in the setting up of the Software.

7.2 If intiyo shall provide installation or setting up services, the Customer undertakes to fulfil in any event and at its expense the conditions necessary for a proper installation by intiyo, as indicated by intiyo, before such installation takes places.

7.3 Training. The Customer is solely responsible for adequate further training of its personnel in how to use the Materials, Software or infrastructure on/with which Materials are installed and/or used.

7.4 intiyo may provide training services subject to a fee or if provided for in a separate agreement.

7.5 Additional services. To the extent expressly provided for by specific agreements, intiyo may provide the Customer with other services, in particular Software development services, consulting services, as well as support and maintenance Services.

7.6 Support and maintenance. In the absence of a specific support and maintenance Agreement, intiyo may, at the Customer's request and at the Customer's expense, set up a support Service. In this case, intiyo shall use its best efforts to resolve and/or correct the problem concerned, without any guarantee whatsoever, in particular in terms of reaction time, intervention time or correction time or result.

7.7 Except as otherwise agreed upon in writing, intiyo shall not assume any obligation to carry out further developments and specific projects, for instance improvement and adaptation of the Material and/or of the Software or other developments (evolutive maintenance).

8. End-of-support

8.1 intiyo may stop providing support Services at any time. If intiyo ceases the support for Software, intiyo has no obligation to perform the Services or to deliver the Software beyond the end date of support. intiyo shall reimburse the Customer the amount of the Fees already paid by the Customer for the Services that will not be executed and/or the Software that will not be delivered. The Services related to the Software already executed by intiyo and the Materials already purchased by the Customer from intiyo will not be reimbursed to the Customer at the End of-support date.

8.2 intiyo may terminate any Agreement relating to Software by the support end date, upon reasonable notice to the Customer.


IV. Delivery

9. Materials

9.1 If installation is not required by law and unless otherwise agreed in writing, all Materials shall be delivered EXW (ex-works), intiyo SA, Rue Mercerie 1, 1003 Lausanne, Switzerland, according to Incoterms 2020.

9.2 Unless otherwise agreed in writing, Delivery times and dates shall not be binding to intiyo and are given for information purposes only. intiyo shall be entitled to make partial Deliveries.

9.3 Unless otherwise agreed in writing, the Customer shall insure the Materials against the risks of loss or damages to the Materials arising out of the transportation and handling of the Materials during the Delivery.

9.4 The Customer is responsible for inspecting all delivered or collected Materials within 15 days after Delivery and shall notify immediately intiyo in writing of any Major Defects which are discoverable on a visual inspection. Major Defects which are not discoverable on a visual inspection shall be reported to intiyo in writing within 15 days of their discovery. In the absence of any such timely notice, the Materials shall be deemed irrevocably accepted and any such later claims shall be deemed waived. In case of Major Defects notified in accordance with this Section 9.4, intiyo may at its own option: (i) replace the Material or (ii) reimburse the Customer. Transportation damage claims must be made by the Customer directly to the carrier in accordance with such carrier’s policies, which generally require such claims to be made prior to the time the carrier leaves the delivery destination. The Customer shall inform intiyo of such claims.

10. Software

10.1 Unless otherwise agreed in writing, intiyo shall provide the Software in object code only; no physical format shall be delivered.

10.2 Delivery is considered to have taken place at the time of downloading by the Customer. The Customer shall inform intiyo immediately of any problem that may have prevented complete downloading of the Software. If the setting up of the Software takes place in accordance with Section 7.1 above, Delivery is deemed to have taken place at the time of the installation by intiyo.

10.3 intiyo does not represent or warrant that the Software will meet the Customer’s requirements or objectives. In particular and unless expressly specified, intiyo does not guarantee that (i) the Software shall be free of Defects and/or Errors and/or available without interruption or that it shall correct all the Defects and/or Errors that may arise; (ii) the Software shall work in combination with any hardware, software, Third-Party Software, system, service or data not supplied by intiyo; and that (iii) the Software shall meet the Customer’s expectations and requests, or that they may be adapted or configured according thereto. The use of the Software is entirely at the Customer’s own risk and intiyo expressly disclaims any warranties regarding the Customer’s use thereof and/or any decisions taken by the Customer’s based on the insights gained from its use of the Software.

11. Change to Materials, Software and Services

intiyo may from time to time change the design, content or construction of the Materials, the Software or the scope of Services. In the event Materials, Software or Services ordered or purchased under these GTC are changed prior to shipment to the Customer in the case of Materials, or supply in the case of Services of Software, intiyo shall notify the Customer and the Customer shall be alternatively entitled to (i) accept the changed Materials, Software and Services or (ii) cancel its order as to the changed Materials, Software or Services only and, if applicable, receive a refund of any amount or Fee paid to intiyo in advance for the order or purchase of the changed Materials, Software or Services. The foregoing shall be the Customer’s sole remedy for any changes of purchased or ordered Materials, Software or Services and intiyo shall have no other liability whatsoever for any such change.


V. General provisions

12. Intellectual property rights

12.1 Unless otherwise agreed in writing, nothing in the Agreement or these GTC shall be interpreted as the assignment and/or transfer of any intellectual proprietary rights from intiyo to the Customer. intiyo retains all right, title and interest in and to the Software, patents, trademarks, all intellectual property rights therein and all intellectual property rights embedded in the Materials.

12.2 The use of any Material or Software embedding intiyo’s intellectual property rights shall require a valid license being granted to the Customer and being in force.

12.3 License. Unless otherwise agreed in writing, any such license granted by intiyo to the Customer on the Software and/or the Materials is a limited, non-exclusive, non-transferable license to use the Software and/or Materials solely in accordance with the respective intended use and instructions, without right to sub-license. Software and/or Materials or other delivered with or integrated in hardware products may solely be used in conjunction with such hardware products. Software and/or Materials are provided for the term stipulated in the Agreement and in the location indicated in the quotation for such Software and/or Materials or, if no such indication is made for the Software and/or the Materials, for the hardware product that it is integrated with.

12.4 Depending on the type of License defined in the relevant Agreement, the rights granted by intiyo may be limited by the number of users.

12.5 The Customer shall not copy, share, distribute, re sell, offer for re-sale, transfer or sub-license Software in whole or in part and shall not attempt to modify, disassemble, decompile, or in any other way reverse engineer Software or any Materials and shall prevent third party access to Software or any Materials.

12.6 The sale of Materials by intiyo to the Customer constitutes nor an assignment nor a license, implied or otherwise, for the use of any intellectual property rights of any third parties, nor does it constitute a license, implied or otherwise, of any intellectual property rights of intiyo, save as expressly provided for in the Agreement.

12.7 In the event that all or part of the Services, Software, and/or Materials, are subject of an action, claim or legal or administrative proceeding, due to the breach of any intellectual property right belonging to a third-party, or if intiyo considers there is a risk of such action, claim or legal or administrative proceeding, intiyo reserves its right to, defend, at its own expense, any such action, claim or legal or administrative proceeding brought against the Customer. intiyo shall have sole control, in particular of any negotiation, compromise or settlement. intiyo may (i) obtain the right to continue supplying the Materials, Services or Software to the Customer; (ii) replace or modify the Materials, Services or Software concerned so that they no longer breach the intellectual property right in question; or (iii) stop supplying the Materials, the Services and/or Software or stop selling and/or distributing the Materials concerned, and terminate the relevant Agreement.

13. Generated content

13.1 The Generated Data in the execution of and in accordance with an Agreement is and shall remain the exclusive property of the Customer. Nothing in these GTC or in the relevant Agreement can be interpreted as a transfer of ownership of this Generated Data to intiyo.

13.2 The Customer grants intiyo a global, free, unlimited, irrevocable and non-exclusive license to access and use the Generated Data in order to provide the Materials, the Software, the Services and/or other services, including a license to collect, process, store, generate, interpret, republish, copy, modify and transfer the Generated Data to third parties to the extent necessary to provide the Materials, the Software and the Services and/or other related services, as well as to improve the Materials, the Software and the Services.

13.3 The Customer may at any time request a complete history of the Generated Data, which will be provided by intiyo in a standard format and on a standard medium.

14. Third-party software

14.1 Materials and their documentation may contain computer code, data, fonts, images, photographs or other digital items distributed and/or licensed by third parties (Third-Party Software). If applicable, the terms and conditions associated with such Third-Party Software are provided to the Customer upon the Customer’s request, and the Customer shall use such Third-Party Software under such terms and conditions. By signing the Agreement, the Customer also accepts such terms and conditions.

14.2 Nothing in the Agreement shall restrict, limit or otherwise affect any rights or obligations that the Customer may have, or conditions to which the Customer may be subject, under any applicable open source licenses to any open source code contained in the Software or the Licensed Products or the Materials.

15. Security and data protection

15.1 The Customer assumes the obligations and responsibilities of a data controller in connection with the processing of its Personal Data within the framework of the Services. intiyo assumes the obligations and responsibilities of a sub-contractor in relation to the processing of this Personal Data.

15.2 Any processing of the Customer's Personal Data by intiyo within the framework of the Services, including any processing carried out by its possible subcontractors, is deemed to take place on the Customer's order and is limited to the implementation of intiyo' obligations under its contractual relationship with the Customer. In this context, intiyo undertakes to comply with the applicable Swiss or cantonal data protection legislation.

16. Confidentiality

16.1 Unless otherwise agreed in writing, intiyo and the Customer undertake (i) to ensure the confidentiality of the other party’s Confidential Information; (ii) not to disclose the other party’s Confidential Information to a third-party, other than its employees, agents or subcontractors that need to know the information in order to exercise the rights and fulfil the respective contractual obligations of the parties; and (iii) only to use the other party’s Confidential Information to exercise their rights and fulfil their respective contractual obligations.

16.2 The parties’ obligations regarding the Confidential Information shall remain in force for the entire duration of the contractual relationship with the Customer and/or for as long as the information concerned remains Confidential Information.

16.3 Each party also undertakes to ensure that these provisions are complied with by its personnel and by any third-party that might intervene in any way whatsoever in the exercise of its rights and performance of its contractual obligations.

16.4 Notwithstanding the foregoing, unless expressly prohibited in writing by the Customer, intiyo reserves the right to mention the Customer’s name as a reference and to mention the nature of the Services and/or Licensed Products supplied, and/or Materials sold and/or distributed, for promotional purposes.

17. Liability

17.1 Subject to Sections 18.1 to 18.4 and 23.4, intiyo shall only be responsible for losses, damages or liabilities, caused to the Customer due to a breach caused by a willful misconduct or gross negligence of its contractual obligations pursuant to these GTC and/or an Agreement, proof of which must be demonstrated by the Customer.

17.2 To the extent permitted by law, intiyo shall not be held liable for any claims, demands, losses, costs, or damages suffered by the Customer, which may result from the use of the Materials and/or Software by the Customer or any third party, or any acts or omissions of any end-user of the Materials or Software. Section 17.4 shall apply to any liability of intiyo.

17.3 Within the limits of applicable law, the liability of intiyo is expressly excluded in respect to these GTC and/or all Agreements and their performance, irrespective of the grounds of the Customer’s actions, claims or legal or administrative proceedings, including for consequential or indirect losses, damages or liabilities, in particular with regard to any operating loss, damage or destruction of data. The exclusion of liability pursuant to this Section 17.3 also applies to intiyo’s directors, employees, agents and subcontractors.

17.4 Without prejudice to the foregoing, intiyo’s total liability and/or that of its directors, employees, agents and subcontractors per contractual year is in any cases limited to the lowest of the following amounts: (i) the annual average of the amounts actually paid by the Customer for the Services, the Licensed Products or Materials concerned; or (ii) the total amount actually paid for the Services, the Licensed Products or the Materials concerned, since entering into the relevant Agreement.

17.5 Within the limits of applicable law, catalogues, technical specifications, descriptions, illustrations and other documentation provided by intiyo and relating to the Services, Materials or Software are for information purposes only and shall not constitute any representation or warranty of any kind.

18. Warranty

18.1 Notwithstanding Section 17 above, intiyo warrants to the Customer that the Materials manufactured by intiyo that are sold to the Customer shall be free from Major Defects in material and workmanship as may be required for normal use for a warranty period of 2 years following the Delivery of Materials. intiyo’s sole liability under the warranty on the Materials shall be, at intiyo’s option, to either (i) replace or repair the defective Material(s) or (ii) refund or credit the Fee(s) to the Customer. This Section 18.1 sets forth the Customer’s exclusive remedy for a Defect and is subject to timely notice in accordance with Section 9.4 and/or 10.2. Any oral or written statement concerning the Materials inconsistent with the limited warranty set forth herein or in the relevant Agreement shall be of no force or effect. Third Party Software is expressly excluded of any warranty given by intiyo.

18.2 A replacement or repair of Materials in accordance with Section 18.1 above, shall under no circumstances give rise to a new warranty period, or an extension or suspension of the initial warranty period set forth in Section 18.1 above. intiyo shall acquire ownership of all replaced Materials. The warranty is likewise not extended for periods in which the Materials are not used.

18.3 The warranty provided under Section 18.1 above, covers Materials within the meaning of these GTC exclusively. In addition, intiyo shall have no warranty obligation whatsoever with respect to any damage to Materials caused by or associated with: (i) usage not in accordance with the Materials instructions, for a purpose not indicated on the instructions for use or labelling; (ii) abuse, misuse, neglect, improper maintenance or storage, accident, vandalism, or the negligence of any party other than intiyo; (iii) external causes, including natural disasters, acts of God, power failure, cosmetic damage or melting; (iv) use of unauthorised third party consumables and accessories with the Materials; or (v) modifications or alterations to Materials not expressly authorised in writing by intiyo (including without limitation any modifications to any software programs that are embedded in the Materials). intiyo’s obligations under this limited warranty are also contingent on the Customer’s payment in full of the applicable Fees. TO THE EXTENT PERMITTED BY APPLICABLE LAW, intiyo EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AND intiyo DOES NOT REPRESENT OR WARRANT THAT ANY MATERIAL SHALL MEET THE CUSTOMER’S REQUIREMENTS.

18.4 The expressed warranties and remedies stated in these GTC shall be in lieu of all other warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded herewith to the fullest extent permitted by applicable law.

19. Indemnisation

19.1 The Customer defends and indemnifies intiyo against any damage or prejudice and against any action, lawsuit or judicial or administrative procedure of a third party or authority and resulting from the breach by the Customer of any of its commitments under these GTC and/or an Agreement in which these GTC are incorporated by reference, including for its attorney's fees and costs of proceedings.

19.2 If such an action, suit or proceeding is brought against intiyo, intiyo will notify the Customer as soon as possible and allow the Customer to take control of its defense, at its own expense, and to settle such action, suit or proceeding by way of settlement, without however allowing the Customer to accept any liability on the part of intiyo.

20. Independent Contractors

Nothing in any Agreement shall be construed as creating any joint venture or legal partnership as between the parties or enabling either party to act as the representative of the other party.

21. Compliance with laws

For each Agreement, the Customer warrants that it (i) has obtained all internal and external authorizations that may be required and (ii) is not in breach of any contractual, legal or regulatory obligations by entering into such an Agreement.

22. Term and Termination

22.1 Unless agreed otherwise in writing, each Agreement shall enter into force as of its execution date (the Effective Date) and shall remain in full force until expiration of the term set forth in the Agreement, unless such term shall be coordinated with the nature of the provision of Services and/or the sale or distribution of Materials.

22.2 Each party may individually terminate one or more Agreements in writing with immediate effect, in the event of material breach by the other party of its obligations pursuant to the applicable Agreement, which the latter has not remedied within 30 days of receiving a written notification containing a reasonably detailed description of the contractual breach. In such a case, all the other rights and claims of the party having terminated the Agreement in question shall continue to apply. intiyo shall notably have the right to terminate any Agreement with immediate effect shall the Customer become insolvent, or subject to levy of execution or seizure measures.

22.3 Upon expiry or termination of the Agreement according to the Agreement or to Sections 5.6, 12.7, 22.2 or 23.4 of these GTC, all Confidential Information of intiyo, including Software, and any copies thereof shall be returned to intiyo at intiyo’s request or permanently destroyed or deleted from any support of the Customer immediately. The Customer may keep any purchased Materials but shall no longer be entitled to benefit from any potential upgrade, improvement or new release, nor shall it continue to benefit from maintenance and support agreements, if subscribed. At intiyo’s request, the Customer shall return within 30 days from such expiry or termination, at its own costs to intiyo Sàrl (CHE-134.482.169), Rue Mercerie 1, 1003 Lausanne, Switzerland, in accordance with Incoterms 2020, any Materials that the Customer did not purchase. The Customer shall be liable for any risk of loss and any damage to such Materials until their return to intiyo at the location indicated by the latter. In addition, if such return is delayed for any reason, the Customer shall be liable for the payment of all costs, insurance fees and taxes related to such Materials and shall pay to intiyo a compensation equal to the Fee which would be due in application of Section 4 for the use of such Materials during the delay period. All Fees already paid by the Customer shall remain acquired to intiyo and are not reimbursable to the Customer, except as provided in Section 11. The Customer shall immediately pay all outstanding amount due to intiyo.

23. Miscellaneous

23.1 Amendments. intiyo may amend these GTC at any time by written notice (including by e-mail) to the Customer. Any amendment shall come in effect as of the next term or as otherwise agreed by the parties.

23.2 Entire agreement. The Agreement, its annexes and appendices, and these GTC contain all of the terms and conditions agreed upon by the parties relating to its subject matter and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, with respect to such subject matter.

23.3 Severability. If any provision of these GTC is held to be invalid or unenforceable for any reason, the remainder of these GTC shall continue in full force and effect as if these GTC had been performed without the invalidated provision. The parties agree to substitute for the invalidated provision a valid provision that most closely approximates the intent and economic effect of the invalidated provision.

23.4 Force Majeure. The obligations of the parties shall be suspended by the occurrence of any Force Majeure event. In such cases, time for Delivery or payment shall be extended by a reasonable period and either party may have the right to terminate this Agreement in the event of prolonged delay that may not be cured within a reasonable time period.

23.5 No waiver. The failure of either party to enforce any of the provision of these GTC or any rights thereunder shall in no way be considered as a waiver of such provisions or rights.

23.6 Assignment. Neither these GTC nor any of the Customer's rights or obligations hereunder, may be assigned, transferred or sublicensed by the Customer to any third party, without intiyo’s prior written consent. Any such purported assignment, transfer or sublicense shall be null and void. intiyo may assign and transfer all or part of these GTC, or of any of its rights or obligations hereunder, to any of its Affiliates.

23.7 No third-party beneficiaries. These GTC shall be binding and inure solely to the benefit of the parties (and their respective lawful successors and assigns). Nothing in these GTC is intended to or shall confer upon any third party any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

24. Governing law and jurisdiction

24.1 Governing law. Unless otherwise agreed in writing, these GTC, the Agreements concluded under these GTC and all disputes arising therefrom shall be governed by and construed in accordance with Swiss substantive law to the exclusion of the Vienna Convention on Contracts for the International Sales of Goods (CISG) and the conflict-of-law rules of Swiss international private law.

24.2 Jurisdiction. Unless otherwise agreed in writing, any claim, dispute, difference, controversy or litigation arising out or in connection with these GTC or the Agreements concluded under these GTC, or the breach thereof, including disputes concerning the valid conclusion, legal effects, amendment and/or termination of such Agreements, shall be referred to the competent courts of intiyo’s registered office, save an appeal to the Federal Tribunal. intiyo shall also have the right, but not the obligation, to bring action against the Customer at any other legally available place of jurisdiction.

If you have any questions about these GTC, please contact us: info@intiyo.com.