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äftsbedingungen

General Terms and Conditions (GTC)

  1. Subject of the Agreement
    1. LUUCY AG provides the customer with functionalities and services on its “LUUCY” platform for the online use of digital 3D models and the integration of proprietary and third-party data. These General Terms and Conditions (“GTC”), together with any offers from LUUCY AG, conclusively form the contractual relationship between LUUCY AG, the customer, and any users authorized by them.
    2. LUUCY AG’s GTC prevail in all cases over any conflicting provisions of the customer—particularly their own GTC.
  2. Contractual Basis
    1. LUUCY AG is the owner and holder of the rights to the “LUUCY” platform software and the usage rights granted to the customer.
    2. The basis of the present agreement is the current range of functionalities at the time of the customer’s initial registration (account creation) on “luucy.ch”.
    3. If an individual offer (quote) was previously created by LUUCY AG for the customer, the latest version of the offer created for the customer shall apply. Earlier agreements or assurances are void.
    4. The following provisions conclusively regulate the cooperation of the parties and the use of the web platform “luucy.ch” as well as for offers from LUUCY AG under other domain names.
  3. Conclusion of Contract without Offer
    1. In the event of self-registration by the customer, the contractual relationship is formed automatically upon acceptance of the current GTC and the current Privacy Policy during their initial online registration (account creation) on LUUCY.
    2. The use of further online services from LUUCY AG or third parties may incur additional costs and expressly requires the customer’s consent.
  4. Conclusion of Contract with Offer
    1. The contractual relationship is established by the customer’s written confirmation of the binding offer from LUUCY AG.
    2. The offer from LUUCY AG contains all contractually relevant information regarding the scope of services, number of authorized users, price, fulfillment, special provisions, etc. The parties may agree on additional services or changes in writing at any time. The offer(s) form an integral part of the contractual relationship. Otherwise, the GTC of LUUCY AG apply.
    3. If the customer supplements, deletes, or changes the offer from LUUCY AG, no contract is formed without the express written acceptance of the changes by LUUCY AG. In case of doubt, the last binding offer from LUUCY AG applies.
  5. Rights and Obligations of the Customers
    1. Upon online registration, the customer receives a non-exclusive, personal, non-transferable, non-sublicensable, and fee-based right to use the software for the duration of this contract.
    2. The customer is thereby entitled to use the functions on “luucy.ch” within their established organization according to the standard offer or individual offer to the agreed extent via remote access over the internet with suitable devices.
    3. The customer is expressly informed that the contractual use of the software may depend on third-party data and its lawful use. These data may need to be procured by the customer at their own expense and integrated into the system.
    4. The customer shall ensure, through appropriate organizational and technical measures, that only authorized users have access to their content.
    5. The customer shall designate a contact person to LUUCY AG who can personally and competently fulfill the cooperation obligations for the customer with decision-making authority. In justified cases, LUUCY AG may request a change of the contact person.
  6. Rights and Obligations of LUUCY AG
    1. LUUCY AG is obligated to support the customer in the procurement of any 3D base data and to integrate this into the software according to the offer.
    2. LUUCY AG is obligated during the contract period to keep the software functional for at least 99.5% of working hours (cumulative over a year), outside of announced maintenance windows.
    3. Updates and performance enhancements for the customer are generally scheduled during a regular maintenance window. Regular maintenance windows are typically set outside of normal working hours and communicated to the customer 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 for maintenance and adjustment of the systems.
    5. LUUCY AG takes appropriate precautions against data loss. This includes at least weekly backups.
    6. Support requests to LUUCY AG are only accepted from the contact person and their deputy. LUUCY AG reserves the right not to accept inquiries from third parties.
  7. Support Services
    1. The customer has access to the integrated chat function for support in using the platform. Questions are generally answered within 24 hours during the work week (Mon-Fri). Additionally, the customer may request support services via telephone through the Help Center during regular business hours of the work week.
    2. For questions and support regarding applications from third-party companies, the customer must contact those third-party companies directly.
  8. Additional Services
    1. If LUUCY AG provides service and support activities for the customer that are not part of the offer or the basic package, these will generally be invoiced.
    2. For services that presumably do not exceed a cost framework of CHF 2’000.– (excl. VAT), a simple written agreement or confirmation between the parties via email or letter is sufficient.
    3. For services that presumably exceed a cost framework of CHF 2’000.– (excl. VAT), LUUCY AG will first create a binding offer. Upon acceptance by the customer, this will be included as an integral part of the contractual relationship.
    4. Additional services for customers are generally billed according to the time spent by LUUCY AG (and any third parties involved), plus necessary and documented expenses.
  9. Acceptance
    1. Upon online registration and/or use of the “luucy.ch” web platform by the customer, the basic services of the software are considered accepted without further formality.
    2. For extended services, LUUCY AG shall inform the customer when the software is ready for use. Defects that make contractually intended use of the software impossible or significantly more difficult must be reported to LUUCY AG within 5 working days of this point in time. 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 point in time.
    3. Minor defects do not prevent acceptance and will be rectified as part of regular maintenance.
  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 four (4) months, in each case as of the end of the year.
    2. All prices are exclusive of VAT and any other public taxes and fees.
    3. Working hours are calculated to the nearest 15 minutes. Commenced quarter-hours are rounded up to the next.
    4. Expenses that are necessary and documented for the fulfillment of the contract shall be borne by the customer.
  11. Invoicing and Due Date
    1. For recurring services, invoicing occurs annually at the beginning of the license year or in advance upon the contract coming into force. Additional services are billed at the end of each month.
    2. Invoices are payable net within 20 calendar days.
  12. Contract Duration and Termination
    1. The contract enters into force upon the customer’s acceptance of the current General Terms and Conditions (GTC) and the current privacy policy during their initial online registration (account creation), or upon the customer’s confirmation of the latest offer from LUUCY AG. It is concluded for the contract duration regulated in the offer. Unless otherwise agreed, the contract duration is one year and is automatically extended by an additional year in each case.
    2. The contractual relationship may be formally terminated by either party with a notice period of three months effective at the end of the contract duration.
    3. For important reasons, the contractual relationship may be terminated prematurely within 30 days by the party acting in accordance with the contract if essential contractual provisions are violated or not fulfilled by the other party.
    4. A prerequisite for premature termination is that the terminating party has previously granted the other party a written grace period of at least 30 working days to restore the contractually compliant state. If this grace period is not met, the contractual relationship may be terminated prematurely, taking the 30-day notice period into account.
    5. Terminations must be sent via registered mail to the address of the respective contracting party.
  13. Data Output
    1. Upon formal termination of the contractual relationship, the customer is entitled to the handover of the data created within their luucy organization and necessary interface information.
    2. The data shall be handed over to the customer no later than 60 working days after termination of the contractual relationship in the form in which it was stored in luucy. Adherence to this deadline is subject to the customer fulfilling their obligations to cooperate. The data carriers for the output are to be provided by the customer at their own expense.
    3. All work by LUUCY AG regarding the handover of data in any other form is subject to a fee and falls under the provisions of “Additional Services”.
    4. If the customer, after opening workspaces and using or creating data with a test license, decides against purchasing a regular license after the test period expires, LUUCY AG is entitled to delete the account without further notice following one or more requests via email.
  14. Intellectual Property Rights and Warranty of Title
    1. All property, copyright, and other industrial property rights to the software, as well as the services provided by LUUCY AG as part of software maintenance, belong exclusively and solely to LUUCY AG.
    2. LUUCY AG warrants that the “luucy.ch” platform is free of third-party rights that exclude or restrict contractually compliant use by the customer. LUUCY AG cannot guarantee this for any applications used from third-party companies.
    3. If a third party asserts claims against the customer alleging that the contractually compliant use of the software violates their copyright, trademark, or other intellectual property rights, LUUCY AG must be informed immediately of the assertion of such claims.
    4. In such cases, LUUCY AG shall indemnify the customer against third-party claims or liability for the unlawful violation of intellectual property rights.
    5. If the customer uses third-party services in luucy, their respective provisions regarding intellectual property rights shall apply.
  15. Material Warranty
    1. LUUCY AG guarantees that the software will conform to the agreed specifications and remain functional for its intended contractual use throughout the term of the agreement. Hidden defects must be reported to LUUCY AG in writing, with detailed documentation, immediately upon discovery—and no later than within 10 days.
    2. Defects will be rectified by LUUCY AG within a reasonable period and using appropriate measures. This generally occurs during a scheduled maintenance window.
    3. LUUCY AG does not guarantee that the software and the server systems operated by it or third parties are or will remain error-free, or that the software can be used at any time without restriction and without errors. Furthermore, LUUCY AG does not guarantee that its software will function smoothly with third-party software, datasets, or interfaces. The customer also acknowledges that the performance of the software depends significantly on the end devices they use and the bandwidth (speed) of the internet connection or network devices. The quality of contractual fulfillment may also depend on the availability of third-party services. Accordingly, LUUCY AG cannot guarantee that the contractual service can be provided at all times under all technical requirements for the customer or other users.
    4. LUUCY AG also has the right to restrict access to the software or individual functionalities to protect higher interests or to prevent damage.
    5. LUUCY AG is obligated to provide its services carefully and professionally. Where contractual fulfillment is carried out by third parties, LUUCY AG is responsible for selecting, instructing, and monitoring them carefully.
  16. Third-Party Data
    1. LUUCY AG enables the integration and presentation of third-party data or services with the software. Unless expressly promised in writing to the customer, LUUCY AG—due to a lack of data sovereignty—does not warrant that the software’s functionalities for the presentation and use of third-party data will be available to the customer at all times, either in whole or in part.
    2. LUUCY AG also provides no guarantee that the third-party data displayed with the software is complete, correct, and/or up-to-date at all times (Quality).
    3. Furthermore, LUUCY AG provides no guarantee 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 third-party claims resulting from the unlawful use of third-party data by the customer, LUUCY AG reserves the right to request the customer to provide litigation support.
  17. Haftung
    1. Liability for direct property damage and financial loss culpably caused by LUUCY AG in the fulfillment of its contractual obligations is 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, operational or production downtime, as well as data and reputation loss—is fully excluded to the extent permitted by law.
    3. LUUCY AG shall in no case be liable for incorrect or unlawful 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 damage or satisfaction resulting to the customer or third parties through the unlawful use of third-party data or through its deficient data quality or lack of availability.
    5. Any claims arising from the use of third-party data must be settled directly between the data provider and the customer.
  18. Confidentiality, Secrecy
    1. The contracting parties shall treat all business and trade secrets of the respective other party received or perceived in connection with the fulfillment of the contractual relationship—in particular all user information, documents, documentation, drawings, and other know-how—as confidential. The parties are obligated 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 affected party expressly consents in writing beforehand and if this is mandatory for the execution of the contract. Statutory disclosure obligations are excluded from this.
    3. However, the customer grants LUUCY AG the right to publicly provide information about the existence of the contractual relationship and project progress for demonstration and advertising purposes, and to demonstrate individual functionalities.
  19. Data Protection
    1. Both contracting parties undertake to process all personal data in a legally compliant manner in accordance with Swiss data protection law. Both parties are obligated to take appropriate technical and organizational measures within their area of control to protect personal data, to document these, and to keep them continuously updated.
    2. The customer remains the data owner of the personal and customer-related data existing in their organization and arising during use. LUUCY AG supports the customer, subject to cost consequences, in the exercise of their duties and in the event of requests for information from 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 fee.
    4. Furthermore, the currently valid provisions of our privacy policy 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 one 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 involve vicarious agents.
    3. The GTCs, offers, order confirmations, and contracts contain all agreements. No collateral agreements have been made. Amendments to the contract must be in writing. This also applies to any waiver of this written form requirement.
    4. The customer may only transfer rights from this contractual relationship to third parties with the prior written consent of LUUCY AG. Offsetting against claims of LUUCY AG is only possible with recognized or legally established counterclaims and their express prior consent.
    5. LUUCY AG has the right to transfer the rights from the contractual relationship to a legal successor or third party at any time without the customer’s consent. The rights and obligations from this contract remain unaffected by this.
    6. The parties shall inform each other mutually, early, and unsolicited about all events affecting the fulfillment of the contract.
    7. The parties strive to resolve differences of opinion and conflicts amicably while maintaining mutual respect. Should this not be possible, the parties undertake to undergo mediation by a qualified third party before filing a court action. Should this also fail, this constitutes a dynamic authorization for litigation according to Art. 213 Para. 3 ZPO.
    8. For any disputes arising from this contract, the courts at the registered office of LUUCY AG have exclusive jurisdiction. Substantive Swiss law applies.

LUUCY AG, March 2022