General Terms and Conditions of RED CAD Solutions AG
As of March 2026
1. Scope of Application and Validity
1.1 These terms and conditions (hereinafter referred to as "T&Cs") govern the licensing Software of RED CAD Solutions AG, Grüttstrasse 96, CH-4562 Biberist (hereinafter referred to as "Licensor") to Licensees as well as the related rights and obligations of the Parties.
1.2 These T&Cs shall apply for an indefinite period of time and thus also for all subsequent services as long as no deviating agreement has been made in writing between the Parties.
1.3 These T&Cs shall form an integral part of all offers and contracts between the Licensor and the Licensee (hereinafter referred to as the "Parties") regarding the licensing of Software, including all updates and upgrades, provided to the Licensee by the Licensor (hereinafter referred to as the "Software") and other related services.
2. Conclusion of Contract
2.1 A contract between the Parties shall not be concluded until the Licensor issues a written order confirmation, delivers the ordered Software or sends an invoice to the Licensee. The Licensee shall remain bound by the order until such times or until the rejection of the order by the Licensor.
2.2 All information provided by the Licensor outside of contractual relationships, such as in brochures and other publications, shall be non-binding unless otherwise expressly stated in writing by the Licensor.
3. Granting of the License
3.1 The Licensor shall grant the Licensee the worldwide and non-exclusive right to use the delivered Software and the associated documentation for the duration of the corresponding contract pursuant to the provisions of these T&Cs. The permitted scope of use of the Software is set forth in these T&Cs and any other contractual documents. Unless otherwise explicitly agreed in writing between the Parties, the Licensee shall be entitled to use the Software in accordance with the license key.
3.2 The Licensee shall be prohibited from copying, decompiling or otherwise processing, leasing or renting out the Software. Furthermore, the Licensee shall have no right to use the Software within the scope of an application service providing solution.
3.3 The license granted to the Licensee may not be transferred to or used by third parties. Accordingly, the license shall not be valid for any subsidiaries or affiliates or to the parent company, if any, of the Licensee.
3.4 The sublicensing of the Software to third parties by the Licensee shall not be permitted.
4. Software Delivery and Updates
4.1 Delivery dates and periods shall only be binding if they are confirmed in writing by the Licensor.
4.2 The Licensor shall provide the Licensee with updates for the delivered Software from time to time during the term of the contract. The Licensee shall acknowledge that regular updates are necessary to ensure that the Software continues to run properly. The updates are subject to a fee provided no service or rental contract is in place.
4.3 If required, the Licensor shall provide support and online training related to the Software and the respective updates. Support refers to assistance by telephone and remote maintenance (hotline). The costs for these services (hotline, on-site support, training and individual support) shall be charged if no service or rental contract is in place.
4.3.1 On the following public holidays we are not obliged to provide services such as hotline and on-site support: New Year's Day, Good Friday, Labor Day, Ascension Day, Corpus Christi, Federal Holiday, Assumption Day, All Saints' Day, Christmas Day.
4.4 The Licensor shall not be obligated to provide any maintenance services for the Software unless a separate contract for upgrades/updates has been concluded with the Licensee.
5. License Fee
5.1 The contractually agreed license fee as well as any other fees shall be owed in Swiss francs or euros excluding VAT, packaging, shipping, any duties (including customs) and any ancillary services, unless otherwise agreed in writing.
5.2 The invoices of the Licensor for services and deliveries arising from all contractual relationships shall be paid as a net amount without a discount deduction within ten days of the invoice date.
5.3 The Licensor shall be entitled to demand advance payments or other securities from the Licensee at its sole discretion.
5.4 Non-compliance with the payment deadline shall immediately trigger a payment default and entitles the Licensor to charge 8% interest on arrears per annum as well as a processing fee of 30 euros.
6. Software Rights
6.1 The Licensee shall acknowledge and recognise that the Software and all elements thereof, such as texts and images, are protected by copyright and/or trademark law and may only be used for the purposes permitted under these T&Cs. In particular, the Software and individual elements thereof may not be distributed, copied, transmitted, modified or used in any other way for commercial purposes.
6.2 In the event that the Licensee becomes aware of any copyright infringement, the Licensee shall notify the Licensor thereof without undue delay.
7. Disclaimer of Warranty and Limitation of Liability
7.1 The delivered Software has been developed in compliance with recognised rules of programming technology. The functionality of the Software was tested before delivery and complies with the agreed programme specifications. Further warranties, particularly with regard to the superior rights of third parties, are excluded.
7.2 The Licensee shall undertake to inspect the delivered Software within a maximum of five working days after receipt thereof and to give detailed notice of any defects in writing. If defects, which were not identifiable during the regular acceptance of the programme, arise after expiry of the period for inspection and notification of defects, the Licensee must provide a detailed account of this in writing to the Licensor within five working days of its discovery, otherwise the Software shall also be deemed to have been approved with regard to these defects.
7.3 The Licensor shall remedy defects within the meaning of the preceding paragraph free of charge for six months after delivery of the Software, provided that the Licensee has reported them in accordance with section 7.2. Any warranty shall be excluded after this period has expired.
7.4 If the Licensor does not want to or cannot remedy the defects and also cannot provide a replacement, they may terminate the Software contract with the Licensee with immediate effect and shall refund the Licensee the fees they have paid. If the defects concern the Software for which no payment has been made (e.g. updates), the Licensee shall not be entitled to a refund of fees.
7.5 The Licensee’s rights in the event of defective Software are regulated exhaustively by this section 7. Further rights of the Licensee other than the optional remedy of defects or replacement delivery by the Licensor, in particular any kind of damages, shall be excluded. Likewise, any liability of the Licensor in connection with the Software shall be excluded.
8. Indemnity
The Licensee shall indemnify the Licensor against all claims, including costs for legal defence and court proceedings, asserted by third parties against the Licensor due to the breach of the Licensee’s obligations contrary to the provisions of this license agreement.
9. Duration and Termination
9.1 The Software contract concluded between the Parties shall come into force upon signature or payment of the license fee and shall be valid for a period of eight years unless otherwise agreed in writing.
9.2 Either Party may terminate the Software contract with immediate effect for important reasons where the other Party is responsible. In particular, any violation of provisions of these T&Cs by the Licensee or the fruitless seizure, insolvency, composition or bankruptcy of the other Party shall be deemed to be important reasons.
9.3 Upon termination or dissolution of the Software contract, the Licensee shall no longer be authorised to use the Software and shall comprehensively delete the Software from all of its systems etc., unless the Software was purchased. The Licensor shall under no circumstances refund the fees paid by the Licensee.
10. Amendments to the License Agreement
10.1 The Licensor shall be entitled to change these T&Cs, including the license fees, at its sole discretion. The Licensee shall be notified of these changes in writing.
10.2 The Licensee must confirm the changes in writing within ten days of receipt of the corresponding notification from the Licensor. Failure to confirm in due time shall entitle the Licensor to terminate the Software contract with the Licensee with immediate effect. The consequences of termination are governed in particular by section 9.
10.3 The 3.19.0.0 upgrade converts existing network licenses to flexible licenses.
11. Secrecy and Data Export
11.1 The Licensee shall be obliged to keep secret all information, documents and objects obtained from the Licensor, subject to the exercise of rights and obligations in accordance with the contract or the law. This applies in particular to offers, invoices and correspondence by letter and email. The Licensee shall be obliged to ensure that its bodies, employees and third parties involved also comply with these obligations.
11.2 The Licensee acknowledges that an export of its data is only possible to a limited extent both during the term of the license agreement and thereafter. Detailed information about data exports will be provided to the Licensee at its request.
11.3 The licensor is entitled to collect and save technically necessary user data. This includes, for example, system ID, computer username and computer name.
12. Final Provisions
12.1 Additions, amendments or the cancellation of the Software contract and these T&Cs must be made in writing. This also applies in particular to this written form clause.
12.2 For the purposes of these T&Cs, written form shall also be deemed to include faxes, the clicking on a checkbox and emails, provided that receipt has been confirmed by the Licensor.
12.3 Should one or more of the provisions of these T&Cs be or become void or ineffective, the remaining part of the T&Cs shall not be affected thereby. In the event of the invalidity or ineffectiveness of a clause, it shall be replaced by a clause that comes as close as possible to the commercial purpose of the invalid provision.
12.4 These T&Cs and the Software contract are governed by Swiss substantive law, excluding the conflict of laws and international agreements (United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980).
12.5 The Parties shall attempt to settle any disputes, differences of opinion or claims arising from or in connection with these T&Cs and Software contract outside of court. If the Parties do not succeed in doing so, the ordinary courts at the Licensor’s domicile shall have exclusive jurisdiction.
12.6 The original T&Cs are recorded in the German language. The terms and conditions are carefully translated into other languages. Should there be any deviations from the German T&Cs due to the translation, the German T&Cs shall apply.
Modifications:
- May 2021 / 10.3 added
- November 2022 / 4.3.1 added
- January 2024/ 11.3 added