General Terms and Conditions of Business and Use

These General Terms and Conditions (hereinafter GTC) apply to the use of the downloadable products and websites of Roffler Ingenieure GmbH (hereinafter Roffler) and the services listed below (the “Services”). By downloading, installing or using Roffler’s products, website or services, you (hereinafter the Contractual Partner) declare that the Contractual Partner agrees to these GTC and Terms of Use. The Contractual Partner shall read these GTC, print them out and save a copy of them in his records. The GTC shall govern all business relations between the Contractual Partner and Roffler insofar as they are not replaced or specified by other written contracts. They shall apply either on their own or as a supplement to other contracts, such as software license agreements, etc.

These GTC do not cover planning work (creation, adaptation, modification of plans, etc.) or services provided by Roffler under a contract for work and services.

The following agreements are binding unless otherwise agreed in writing and are recognized by the contractual partner. Deviating terms and conditions of the Licensee are generally invalid. Roffler’s terms and conditions shall also apply to subsequent transactions without further reference. Subsidiary agreements, amendments and supplements to the contract shall only be valid if confirmed in writing by Roffler.

1 Subject of performance

Software from Roffler

1.1 The software provided by Roffler shall primarily be used for performing calculations, dimensioning plans and/or plan components, etc. as well as for dimensioning any products that are created based thereon. Some of Roffler’s softwares run under Mircrosoft Excel or other data processing programs. Compatibility with these programs can be checked on the website [https://cutopt .com=””].

1.2 The purchase of a license for the use of Roffler’s software and services is subject to a fee. The costs for licenses can be seen on the website [https://cutopt .com=””].

1.3 Roffler’s software and services are used to create models and calculations on the basis of which specialists in the field of engineering, metal construction, etc. can create further products or commission their creation. The software and other products are therefore aimed at professionals with the appropriate know-how. The use of the products by persons without specialized training and without appropriate know-how is to be refrained from.

Services and upgrades

1.4 Supplementary services to the Roffler software are available on the website, if any.

1.5 Upgrades to Roffler’s software and services, if any, are visible on the Roffler’s website [https://cutopt .com=””]. Roffler’s software and services are not automatically upgraded.

1.6 Upgrades to Roffler’s software and services are subject to a fee. Upgrade costs can be seen on the website [https://cutopt .com=””]. An upgrade can only be started manually and performed after paying the license fee.

Support services from Roffler

1.7 There is no independent support service for Roffler’s Softwares or any other services offered on the [https://cutopt .com=””] website.

1.8 However, Roffler endeavors to provide its customers with the best possible customer service and support. In case of compatibility problems, error messages or for assistance in using the software, websites or services according to the website [https://cutopt .com=””], Roffler can be contacted using the contact details below. Requests will be answered as soon as possible. However, Roffler does not guarantee that an answer can be provided within a specific time frame.

ROFFLER ENGINEERS GMBH

Karlihofstrasse 12
CH – 7208 Malans
Tel. +41 81 322 34 44
E-mail: rosoft@roing.ch

1.9 Support services by Roffler shall be provided free of charge, insofar as they are provided at all.

Roffler websites

1.10 The content on Roffler’s websites is for information purposes only. Roffler creates the websites and the information contained therein with the greatest possible care. Nevertheless, Roffler does not warrant or assume any responsibility for the accuracy, quality or timeliness of the information contained on the websites. They are not recommendations or professionally prepared services from Roffler to the contracting party. The information is therefore not intended and/or suitable to replace or serve as professional engineering advice or services to the contracting party.

1.11 Roffler can only be held liable with regard to information on the websites concerning the license fees as well as payment modalities.

2 Payment terms

2.1. Upon purchase of a license for one or more of Roffler’s software(s), upgrades or services, these payment terms will apply thereto unless otherwise provided in the applicable software license agreement. The contracting party agrees to these payment terms.

2.2 License Fees: The use of Roffler’s software, upgrades and services is only permitted after payment of the one-time license fees. The prices quoted for the purchase of the licenses do not include taxes (e.g. VAT). Any taxes will be added to the price. Any taxes shall be calculated on the basis of the contracting party’s place of residence at the time the license was acquired, unless otherwise specified. The payment of the license fee is made once. Payment shall be made within thirty (30) days from the date of download, installation of the Software/Upgrades or invoicing by Roffler, with the first of the foregoing actions triggering the thirty-day period.

2.3 Billing: The contractual partner shall be requested to pay the license fees for a software, an upgrade or a service by means of invoicing by electronic means. In case of license purchase of multiple software, upgrades, services from Roffler, the contracting party undertakes to update information, including the billing address.

2.4 Order Confirmation: By entering into a license agreement regarding software(s), upgrade(s), etc. with Roffler, the Contractual Partner confirms that it is authorized to enter into the payable license agreement and that all payment information provided by the Contractual Partner is true and correct.

2.5 Default of payment: If payment is not made within the payment period, the contracting party shall no longer be entitled to use the software, the upgrade or the services in any form. However, the license fee is still owed by the contractual partner. The contracting party shall be in default of payment after expiry of the payment period pursuant to sec. 2.2 of the GTC without a reminder. In the event of late payment, the other party shall pay for the reasonable costs incurred by Roffler in collecting any fees due, including attorneys’ fees or other legal costs to the extent permitted under applicable laws and regulations.

3 Data protection

3.1 Roffler collects data when acquiring the software in order to be able to work effectively and to verify the payment of the license fee by the contracting party. The Contractual Partner provides the necessary data directly, for example when requesting an activation code or when the Contractual Partner contacts Roffler regarding support.

3.2 If there is a connection of the Device to the Internet when using Roffler’s software or services, some features of the software or services may connect to computer systems of Roffler or service providers to send or receive data. The contractor does not always receive a separate notice when the connection is made. By using these features, the Contractual Partner agrees that this information will be sent to and received by Roffler or service providers when using these features. Insofar as these features can be deactivated, the Contractual Partner shall be free not to use the corresponding features.

3.3 By using these features, the Contractual Partner agrees that Roffler may use the data that the Contractual Partner may collect through the software features to update or correct the software and otherwise improve its products and services. Under certain circumstances, Roffler also shares them with others. For example, bug reports are shared with relevant hardware and software vendors so they can use this information to improve the use of their products with Roffler products.

3.4 The contact details of the contracting party, in particular its address details when purchasing licenses for software or services from Roffler, shall under no circumstances be passed on to third parties. Exceptions to this are orders from public authorities for the release of data, e.g. by means of an injunction or court order, the need to release contact data in the context of litigation to avoid legal proceedings, and the release of contact data in the context of legal proceedings or other proceedings that have a connection to Roffler.

4 Intellectual property in particular

4.1 Roffler has the exclusive rights to use the software, upgrades, services, etc. offered on the [https://cutopt .com=””] website. Roffler is entitled to grant licenses to the software. As the owner of all rights to use the Software, in particular with respect to copyrights, patents, trademarks and the other rights to the Software, Roffler reserves all rights (for example, rights under intellectual property laws) not expressly granted in this Agreement. The contracting party is prohibited from removing any trademark or copyright notices affixed by Roffler, whether affixed to packaging or embedded in the software, upgrades or services.

4.2 When concluding a license, the contractual partner acquires the right to use the corresponding software, the corresponding upgrade or the corresponding services. The contractual partner shall not be granted any rights beyond this.

4.3 Any liability of Roffler for the infringement of intellectual property rights of third parties due to the use of Roffler’s software by the contracting party or third parties as well as due to products created by means of the software(s) is hereby expressly excluded. Other provisions in the license agreements remain reserved.

5 Warranty

5.1 Roffler shall create the software, upgrades and services as well as the information contained therein with the greatest possible care. However, Roffler makes no warranties or representations as to the accuracy, quality or timeliness of the Software and, in particular, makes no warranties or representations as to the accuracy, quality or legal compliance of the products created using Roffler’s Software and Services. The information resulting from the software and services and the products created with it (plans, cutting templates, dimensioning, etc.) are for information purposes only. They are not recommendations or professionally prepared plans or other products from Roffler to the contractor. The software provided is therefore not intended and/or suitable to replace or serve as professional advice or services in the field of engineering, metal construction, etc. to the contractual partner. Roffler’s software is therefore aimed at professionals in the relevant field of engineering, metal construction, etc., who have the necessary know-how to check the information obtained through the software and the products created with it to ensure that they are free of errors and to create any further products in accordance with the legal requirements.

6 Disclaimer

6.1 To the extent permitted by mandatory applicable law, any liability of Roffler and its employees for liability claims, costs, direct or indirect losses, claims, expenses and damages of any kind is excluded; regardless of whether these are based on contractual or non-contractual legal basis. Roffler’s liability is therefore limited to damages caused by gross negligence and intent, which occur to the contracting party as a result of Roffler’s actions. Roffler’s liability for compensation of indirect or consequential damages as well as for loss of profit, loss of earnings, unrealized savings, etc. – regardless of the legal basis – is expressly excluded.

6.2 Claims for damages of the contracting party shall be limited to the amount of the insured sum of Roffler’s liability insurance per damage event or, if the amount is lower, to the actual damage incurred.

6.4 In the case of direct or indirect references to external websites (hyperlinks) that lie outside the sphere of responsibility of Roffler, any liability on the part of Roffler is excluded. The contracting party expressly declares that external websites are visited via hyperlink at the contracting party’s own risk.

6.5 The contracting party shall be obliged to indemnify Roffler against all claims, in particular claims for damages by third parties against Roffler, which are the fault of the contracting party due to negligent or intentional conduct. Indemnification also includes all costs incurred by Roffler for attorneys, legal proceedings, etc.

7 Term of contract/termination

7.1 The GTC are concluded for an indefinite period. The GTC may be terminated by the cancellation of the corresponding license agreements. If no special provisions regarding termination and cancellation can be derived from the respective license agreements, the following provisions shall apply.

• 2 The contract may be terminated in writing by the contracting party at any time with effect from the end of a calendar month. An ordinary termination by Roffler is excluded.
• 3 Either party shall be entitled to terminate this Agreement for cause at any time and without notice. Good cause shall be deemed to exist in particular if the other party commits a material breach of contract and fails to remedy such breach within ten calendar days despite a written reminder. A material breach of this Agreement shall include, but not be limited to, failure to pay the license fee or use of software, upgrades, services, etc. in violation of this Agreement.
• 4 Upon termination of this Agreement, any right of the Contractual Partner to use the Software, the Upgrades or the Services shall expire. The Contractual Partner shall be obliged to return the software, upgrades and services etc. as well as all copies made thereof to Roffler without delay and without being requested to do so and/or to delete them from the mass storage devices. Subject to any mandatory statutory provisions of the applicable law, the reclaim of already paid license fees by the contracting party in the event of a termination of the contract for any reason whatsoever shall be inadmissible.

8 Final provisions

8.1. Roffler reserves the right to change the GTC at any time without giving reasons. Amendments to the Terms of Use shall be communicated to the Contracting Parties electronically at least seven days before they come into force. By continuing to use Roffler’s products, software, website or services after the new GTC come into effect, the contracting party declares its express acceptance of the new GTC.

8.2. Should it be found that one or more of the above provisions of these GTC is or are invalid due to incompatibility with a mandatory provision or for other reasons, this shall not affect the validity of the remaining provisions. The omitted provision shall be replaced by another wording which realizes the originally intended purpose as far as possible in a manner consistent with the law. This also applies if the GTC contain loopholes.

8.3. By using Roffler’s products, software, website or services, the contracting party expressly declares that Swiss law, excluding international private law, the CISG and the UN Convention on Contracts for the International Sale of Goods, shall apply to all legal disputes arising from the use of the products, website or services.

8.4 The exclusive place of jurisdiction for legal disputes based on the conclusion, the existence, the effect of the GTC or arising from the use of the products, website or services of Roffler shall be at the registered office of Roffler.