GENERAL TERMS AND CONDITIONS (GTC)

Screenet AG
Aemmenmattstrasse 43
3123 Belp
Switzerland

UID/MWST: CHE-366.539.969

 
GENERAL TERMS AND CONDITIONS (GTC)
 
1. Subject Matter and Scope.
These General Terms and Conditions ("GTC") apply to all contractual relationships where Screenet AG ("Screenet") provides hardware or software to its customers and offers related services.

2. Contract Content
The contractual relationship between Screenet and the customer is established upon the signing of the written contract document by both parties. The written contract document or individual contract can also consist of a product delivery note or helpdesk delivery note signed by the customer, which outlines the basic contractual conditions and references these GTC as an integral part. The requirement for written form can also be satisfied through an electronic contract conclusion procedure provided by Screenet (e.g., within the framework of an online store).
The individual contract regulates the contractual relationship together with these GTC comprehensively and replaces the negotiations and correspondence conducted before the contract was concluded. Contradictory or supplementary terms from the customer—particularly the customer’s terms and conditions—do not become part of the contract, even if Screenet provides services without explicitly opposing such terms. In the event of contradictions between these GTC and the individual contract, the specific terms of the individual contract take precedence over these GTC.
 
3. Duration and Termination.
3.1 Contract Duration
Screenet operates exclusively with fixed-term contracts. The contract duration is defined in the written individual contract. If the customer wishes to transition seamlessly into another lease agreement with Screenet after the expiry of the fixed term, they must notify Screenet at least 3 months before the end of the current lease. Screenet requires at least three months' notice to procure, test, and, if necessary, set up new equipment.
3.2 Extraordinary Termination
If the customer is in arrears with a payment and fails to settle the arrears within 15 days after receiving a demand, the contract may be terminated immediately and without notice by Screenet after the 15-day period. Screenet also has the right to terminate immediately and without notice in the following cases:
In the event of the customer’s payment default due to insolvency;
If the customer requests a moratorium on debts;
In the event of enforcement actions against the customer;
In cases where there is a risk of seizure of the hardware or software, or if the ownership rights are disregarded.
Additionally, Screenet is entitled to terminate a lease agreement or any other service contract extraordinarily if the hardware manufacturer no longer has the necessary spare parts in stock and cannot procure them, or if the development or support for the software is discontinued. In the event of termination of a lease agreement, Screenet is also entitled to terminate any related service contracts, such as the helpdesk contract. In the case of extraordinary termination due to a reason set by the customer, the entire remaining contract value (total of the outstanding compensation until the end of the regular contract period) becomes payable. Furthermore, the positive contractual interest for all service contracts remains due. The assertion of further damages remains reserved. In the event of immediate termination, the customer must grant Screenet unrestricted access to the contractual object during normal business hours, i.e., from Monday to Friday, from 07:30 to 17:30, excluding public holidays.
3.3 Form of Termination
Terminations must be made in writing and sent by registered mail.

4. Use of Subcontractors.
Screenet is entitled to involve third parties as subcontractors for the execution of services. Screenet is liable for the actions of the subcontractors as if they were its own.
 
5. Change of Location, Access to Contractual Objects .
5.1 Change of Location
The rental object may not be moved abroad. Any change in the location of the contractual objects must be reported to Screenet immediately. Screenet reserves the right to adjust the terms if the hardware and/or software is relocated.
5.2 Access to Contractual Objects
The customer must grant Screenet unrestricted access to the systems with the hardware or software during normal business hours for the performance of any troubleshooting and repair work.
 
 
PURCHASE (Procurement)
 
6. Purchase.
6.1 Conclusion of Contract 
6.1.1 By placing an order with us, you make an offer to purchase goods and/or services. We will send you an email confirming the receipt of your order.
6.1.2 After reviewing your order, we will send you another email confirming the acceptance of your order along with detailed costs of the complete delivery, including schedules, thus concluding a contract between us.
6.1.3 If the goods are no longer available or there is a pricing error, we will inform you, and no contract will be concluded.
6.1.4 Product images on our website are for illustration purposes only. Actual products may differ slightly from these images and do not include any accessories shown, unless expressly stated. 
6.1.5 All information provided is approximate and given to the best of our knowledge and belief.
6.1.6 This contract is governed by Swiss law.
6.1.7 By placing an order, you agree to these general terms and conditions, our privacy policy, and the terms of use of our website. 
6.2 Ordering Process 
6.2.1 Orders can be placed through our digital platform or via direct email to [email protected] by selecting products and adding them to your cart or request list. Orders can also be placed by phone at +41 31 550 30 00. 
6.2.2 Shipping costs will be displayed in your order confirmation before acceptance by the buyer. 
6.2.3 Full payment is required at the time of the order. 
6.2.4 We use secure payment methods for online purchases. Payment methods include credit cards, direct bank transfers, and PayPal.
6.2.5 All prices in Switzerland are stated in Swiss Francs (CHF) and include VAT at the applicable rate.
6.2.6 Once your order is confirmed, changes may no longer be possible or may incur additional costs or delays.
6.2.7 We will notify you of the shipping date once your order is complete. 
6.3 Delivery and Shipping
6.3.1 Goods are typically delivered within 8-10 weeks after payment confirmation directly from our manufacturers. An estimated shipping date is non-binding and may change.
6.3.2 Orders may arrive in multiple shipments.
6.3.3 We deliver goods within Switzerland and internationally by prior arrangement.
6.3.4 Delivery will be made to the address specified in your order. You must be present to accept the delivery, usually between 9:00 AM and 6:00 PM, Monday to Friday. We are not responsible for losses or damages if you instruct the delivery company to leave the goods unattended.
6.3.5 Some products may require assistance during unloading. 
6.3.6 Disposal of packaging materials is your responsibility. 
6.3.7 After two failed delivery attempts, the goods may be returned to our warehouse. We reserve the right to charge for re-delivery. 
6.3.8 Changes to the delivery address after shipping may incur additional costs.
6.3.9 Inspect the goods upon delivery and report any missing or damaged items to the delivery driver or us within five (5) business days. 
6.3.10 Losses or damages during transport must be reported immediately.
6.3.11 Deliveries are made only to the ground floor entrance, provided safe and quick access is available. Please inform us of any special delivery requirements when placing your order.
6.3.12 We are not liable for delivery delays caused by events beyond our control, including but not limited to accidents, breakdowns, fire, floods, extreme weather, force majeure, war, riots, civil commotion, malicious damage, or supplier errors. 
6.3.13 Time is not of the essence of this contract unless expressly stipulated in writing by a director. 
6.4 Returns and Warranty
6.4.1 Returns: You can request a return via email to [email protected] or by phone at +41 31 550 30 00. No product may be returned to Screenet without an approved RMA number. Products returned without such an approved RMA number will be sent back to you at your expense. Products can be returned to Screenet within fifteen (15) days after delivery. Returns after fifteen (15) days will not be accepted unless required by law. 
6.4.2 If there are visible damages upon delivery, reject the damaged order or have the driver note "damaged box". Note any carton damage on the delivery note (the form you sign to confirm receipt). For partial damage, only reject the damaged part.
6.4.3 Warranty: Products purchased through Screenet are covered by the manufacturer's limited warranty. If you find defects in your product after fifteen (15) days of delivery, contact us at +41 31 550 30 00 or [email protected] for customer support.
This cancellation policy does not affect your statutory rights, including rights related to defective or misdescribed goods.
 For further inquiries or assistance, please contact us at [email protected] or +41 31 550 30 00.
 

HARDWARE AS A SERVICE (HaaS)
 
7. Rental.
7.1 Contract Object, Use, Ownership, and Maintenance of the Rental Object.
Screenet provides the lessee with the hardware listed in the individual contract for use during the agreed rental period. The lessee must adhere strictly to the landlord’s operating and maintenance instructions as well as the regulations regarding the intended use and permissible loads. The lessee must handle the rented item with care. The rented item, including components and accessories, remains the unrestricted, inalienable property of the landlord for the entire duration of the rental agreement. If the lessee moves the rented item into the control of a third party, the lessee must inform this third party about the ownership. The lessee is not authorized to grant third parties any rights to the rented item from the rental agreement; in particular, subleasing or subletting the rented item is prohibited. Without the landlord’s prior consent, no alterations (including additional installations and/or modifications) or repairs may be made to the rented item. Parts, covers, etc., may not be removed. 
7.2 Software.
Screenet grants the customer usage rights to the software installed in the contract object as part of this contractual relationship. The provision of usage rights to the software is for the duration of the contract and is included in the hardware rental price; the granted usage rights expire with the end of the contract. 
7.2.1 Scope and Content of Usage Rights.
The customer is granted a simple, non-exclusive right to use the software for their internal purposes. All other rights to the software, including ownership, copyright, and other protection rights, remain with the original rights holders. The customer agrees not to decompile, perform reverse engineering, or otherwise reproduce the standard software or any part thereof into a human-readable form or make it accessible to third parties. 
7.3 Acceptance/Delivery of the Rental Object.
The lessee must inspect the rental object for visible defects upon delivery. If no visible defects are reported at the time of delivery, the rental object is deemed inspected and accepted as delivered. 
7.4 Defects During the Rental Period.
The lessee must report defects in the rental object to Screenet by email within one week and describe them in detail. Following a defect report, Screenet will contact the customer and perform a defect analysis. This will also check whether the reported defect is the fault of the lessee (e.g., defects due to improper handling) or the landlord (e.g., construction-related dysfunctions or other hidden defects in the device itself). If Screenet concludes that the defects are the responsibility of the customer and the customer does not accept responsibility, the customer must prove that they are not responsible for the defect. Repair work for defects that the lessee is responsible for will be charged to the lessee. Screenet will perform the repair work itself with its own service technicians. If Screenet cannot repair a defect at its discretion, it will coordinate and organize the defect repair efforts. The customer must take all reasonably required and requested precautions to enable the defect repair work to be carried out promptly. If the customer does not fulfill their cooperation obligations in a timely or complete manner, Screenet will be relieved of its related performance obligations and may charge the customer for any additional expenses incurred. Further rights of Screenet due to insufficient cooperation by the customer remain reserved. The customer’s cooperation is provided free of charge and cannot be charged to Screenet. Interventions in the customer’s IT environment (hardware/software/network) by Screenet employees are excluded even in connection with defect repair. Rental fee reductions and claims for damages from Screenet due to defects during the rental period are excluded. Termination of the rental agreement by the lessee is also excluded. 
7.5 Risk and Insurance.
The lessee bears the risk of damage, loss, or disappearance of the contract object from the time it arrives in their control and throughout the entire contract period, regardless of whether it is caused by the lessee or their agents, guests, third parties, accidents, or force majeure. The landlord assumes no liability for any damages (including third-party damages). As the owner of the contract object, the lessee must take out property insurance covering the above-mentioned risks to a standard market extent. The costs for this insurance are included in the rental fee agreed upon in the individual contract. If the lessee requires risk protection beyond the market standard, they must organize and bear the costs themselves. If the landlord is sued by a third party, the landlord may seek recourse against the lessee for all claims unless the landlord acted with gross negligence.
7.6 Return of the Contract Object.
The customer is obliged to return the contract object in proper condition immediately after the end of the contract or, upon request, to grant Screenet immediate access to the rental object for proper dismantling and removal. Screenet may charge the customer for dismantling and return transport to an address specified by Screenet. Any damage caused by improper handling of the contract object will be at the customer’s expense. The customer must delete any personal data and information from the hardware before returning the contract object to Screenet. If Screenet finds that the customer has not performed this deletion or has not done so completely, Screenet is entitled to irreversibly delete this data and information after the return for the customer. Screenet is not liable for the deletion or loss of such data and information.
 
 
SOFTWARE AS A SERVICE (SaaS)
 
8. Access to the Service. 
Screenet provides a cloud-based SaaS platform, granting a non-exclusive, non-transferable, limited right to access and use the service during the subscription term for the customer’s internal business operations, up to the number of registered players or server slots documented herein. 
8.1 User Access: The customer will receive login credentials to access the service. The customer is responsible for maintaining the confidentiality of these credentials.
8.2 Authorized Users: The customer may designate certain individuals or entities as authorized users. The customer is responsible for ensuring that these authorized users comply with this agreement.
 
9. Registered Players or Server Slots.
The customer’s use of the service is subject to the following conditions: The customer must not exceed the number of subscriptions purchased for registered players or server slots. Each subscription corresponds to a unique registered player or server slot for authorized users. Authorized users are responsible for the security of their accounts and must not share their login credentials. Customers may vary the number of authorized users and/or the associated costs.
 
10. Usage Restrictions.
The customer agrees not to:
Modify, copy, or create derivative works of the service.
Reverse engineer or attempt to obtain the source code of the service.
Integrate the service with other software.
Sell, license, lease, publish, or distribute the service to third parties.
Reproduce or reuse design elements of the service.
Transmit harmful, illegal, or defamatory content through the service.
Use the service for commercial purposes not described in this agreement.

11. Subscriptions and Payments.
11.1 Subscription: The customer shall pay the subscription fees according to the pricing and billing terms specified on our website or in a separate agreement.
11.2 Billing: Subscription fees are billed [daily/weekly/monthly/annually] in advance. All fees are non-refundable.

12. Data and Privacy
12.1 Data Collection: Screenet is entitled to collect and process data in accordance with its privacy policy, which forms part of this agreement. 
12.2 Customer Data: The customer retains ownership of all data uploaded or generated by them in the course of using the service.

13. Export Controls.
The customer acknowledges that the service may be subject to export control laws. The customer agrees to comply with all applicable export laws and not to transfer the service to prohibited destinations, entities, or persons. This clause remains in effect even after the termination of the agreement.
 
14. Customer Obligations (SaaS)
The customer agrees to:
Provide the information and assistance necessary for the provision of the service.
Comply with all applicable laws related to the use of the service.
Report any unauthorized use of the service.
Designate a qualified employee as a service administrator.
Maintain accurate data for registered players and authorized users.
Use compatible hardware.
Restrict the use of registered players or servers to the service.
The customer may include a separate End User License Agreement ("EULA") that governs authorized users' access to the service. The EULA must be consistent with this agreement and applicable laws.
 
 
SERVICE (Support)
 
15. Helpdesk Offer. 
15.1 Scope of the Offer.
 The customer can enter into a so-called Helpdesk Contract with Screenet through an individual agreement. This contract grants the customer access to various services at a market-standard First Level Support level. Market-standard Second or Third Level Support tasks are fully excluded unless explicitly specified below. Under the Helpdesk Contract, Screenet provides the following services related to the hardware rented from Screenet:
-Customer Management:
Receipt, registration, and prioritization of all incidents and inquiries from users;
Management of incoming inquiries related to technical issues;
Assistance with the implementation of changes to rental products and problem management.
-Follow Up: 
Recording all necessary data elements in Screenet’s CRM to ensure good follow-up and quality support for the customer and their issues.
-Customer Service and Consulting:
Responding to incoming customer emails related to their rental products, including:
Support with the basics of key product applications for daily operations;
Advice on additional product applications useful for operations and business development;
Advice on all additional devices and software compatible with the products.
-Case Preparation:
To facilitate quicker and smoother problem resolution for the customer, we prepare appropriate documentation for subsequent case handling by a Second Level Support technician, such as installation, update, and repair documentation.
Handling all appointments for on-site or remote installations, evaluations, maintenance, and upgrades of all user and rental equipment, including accessories and peripherals, to ensure optimal functioning.
If Screenet provides services beyond the scope of the above service catalog, Screenet may charge an additional fee according to Screenet's prevailing rates at that time.
15.2 Availability.
The services are provided by Screenet during normal business hours, i.e., Monday to Friday from 09:00 to 12:00 and 14:00 to 17:00, excluding holidays. Customer notifications must be sent via email to the address specified by Screenet for this purpose. Notifications will be responded to within 24 hours of receipt at Screenet.
 
 
FINAL PROVISIONS
 
16. Compensation.
Screenet's services are provided in exchange for the compensation (also referred to as "costs" or "price") agreed upon in the contract, which the customer must pay. The rental fees and Helpdesk compensation specified in the individual contract are due even if the customer does not use the contractual objects. The customer may only offset undisputed or legally established claims and may only assert a right of retention based on undisputed or legally established claims.
 
17. Payment Terms.
The monthly rental fees and monthly Helpdesk compensation as specified in the individual contract are to be paid in advance to Screenet AG's bank account. The payment is due on the 1st day of each month. This 1st day of each month is considered the due date under Art. 102 para. 2 of the Swiss Code of Obligations (OR), meaning the customer is in default for the amount due from this date without any reminder from Screenet. In case of payment delay, Screenet is entitled to charge the customer an interest of 5% per month. Objections or discrepancies regarding the invoice must be reported to Screenet in writing within 14 days from the invoice date. If such a notification is not made, the invoice is considered approved.
 
18. Liability.
Screenet is liable to the customer solely for damages caused by gross negligence or intentional misconduct, regardless of the legal basis. To the extent permitted by law, Screenet excludes liability for indirect and consequential damages such as loss of revenue, profit, unrealized savings, business interruptions, third-party claims, or data loss.
 
19. Confidentiality.
Both parties agree to maintain the confidentiality of all non-public documents and information related to the business affairs of the other party that become accessible to them in the preparation and execution of this contract, including the content of the individual contract. This obligation remains in effect after the termination of the contractual relationship as long as there is a legitimate interest in maintaining confidentiality.
 
20. Data Protection.
Screenet adheres to Swiss data protection laws in the collection, storage, processing, and use of personal data of its customers. The customer explicitly agrees that Screenet may use customer data for advertising and informational purposes related to Screenet's products and services, including promotional emails, email newsletters, etc.; however, the customer may at any time opt out of such use of their data for advertising and informational purposes. Otherwise, Screenet will use the customer's personal data exclusively for processing deliveries and providing contractual services and will not disclose it to third parties, unless otherwise specified in the contract.
 
21. Written Form.
Changes or additions to the contract require a written agreement signed by both parties. This formal requirement can only be waived through a written agreement.
 
22. Severability Clause.
Discrepancies regarding individual contract points or their invalidity do not affect the validity of the remaining provisions. Invalid or void contractual provisions are to be replaced by provisions that, in form and content, best correspond to the intentions and objectives of the parties pursued with the invalid or ineffective provisions.
 
23. Applicable Law and Jurisdiction.
This contract is governed by Swiss law. The parties agree to Belp in the Canton of Bern, Switzerland, as the exclusive place of jurisdiction for all disputes arising from or related to this contract.