Last update: 16 November 2023
Note: Depending on the kind of license you are buying, by agreeing to the installation of the software you are either agreeing to the terms and conditions of the BeesWall SOFTWARE LICENSE AGREEMENT hereafter or to the BeesWall ENTERPRISE SOFTWARE LICENSE AGREEMENT located further down.
BeesWall is a business software and is for commercial users only.
By downloading, or otherwise using, the BeesWall Service, Customer agrees to this Agreement. If Customer does not agree to this Agreement, then Customer must not use the BeesWall Software or access any Content on the Website of BeesWall.
This Agreement is between the Customer (herein forth “User”, “Authorized User”, “Customer” and/or “Licensee”) and BeesWall (herein forth “Company”, “BeesWall” and/or “Licensor”), namely BeesWall AG, Allrüti 5, 6343 Rotkreuz, Switzerland.
In order to use the BeesWall Service, Customer needs to (1) be 18 years of age (or the equivalent minimum age in Customer home country) or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where the Service is available.
Customer also promises that any registration and/or payment information that Customer submits to BeesWall is true, accurate, and complete, and Customer agrees to keep it that way at all times.
The program in its object code, the related printed or machine-readable available documentation, and the data media shall be referred to hereinafter as “Software“. Under this Agreement, BeesWall shall grant the Customer the right to use the Software for the specific use described herein upon Customer’s payment in accordance with Section 7. Unless otherwise stated in this Agreement, the Customer alone shall be allowed to use the Software and two devices on which it was initially installed.
The Software shall be delivered – without granting copyrights to the Customer – solely for use during the term of the License, and no ownership rights shall be transferred to the Customer. The Customer shall not be entitled to receive or use the source code (even if the Customer has said code in its possession for whatever reason).
The “BeesWall website” or “Website” is defined as the Website with the address www.BeesWall.com which this Software was ordered and downloaded from.
There are two (2) types of licenses. This Agreement applies to both license-types unless stated otherwise.
The two types of licenses are: No-Charge Software license (“Free” option) according to Section 8 and Premium license (“Premium” option).
If Customer orders Software through a Reseller, then Customer is solely responsible for (i) any access by Reseller to Customer’s account and (ii) any related rights or obligations in Customer’s applicable agreement with the Reseller.
Only Authorized Users may access and use the Software. Some Software may allow the Customer to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Customer is responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with Customer data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software must be solely for the benefit of Customer or Customer Affiliates and must be within the Scope of Agreement.
The Customer shall be responsible for selecting, installing and using the Software and solving problems specifically related to its use, provided that BeesWall has not advised the Customer on these activities in return for compensation. The Customer shall also be responsible for selecting, using and maintaining the IT systems used in connection with the Software, other programs and data systems, and any required services and shall ensure the proper organization for the use of the Software.
Furthermore, the Customer shall comply with the instructions issued by BeesWall in connection with the Software, take appropriate precautions to check the results produced, secure and backup the data and be responsible for ensuring compliance with any laws applicable to the use of the Software.
Customer needs to create a Google or Microsoft account to use all or part of the BeesWall Service. Customer username and password are for Customer’s personal use only and should be kept confidential. Customer understands that Customer is responsible for all use (including any unauthorized use) of Customer’s username and password. When using the authentication services of Google or Microsoft, their Agreement and conditions and privacy policy apply. The user acknowledges and consents to the exchange of data with Microsoft or Google during authentication.
The BeesWall software applications and the Contents on its website are licensed, not sold or transferred to Customer, and BeesWall retains ownership of all copies of the BeesWall software applications and Content even after installation on Customer Devices.
Unless otherwise specified in Customer Order, for each Software license that Customer purchases, Customer may install two (2) production instances of the Software on two (2) systems owned or operated by Customer or one of Customer Authorized Users.
Customer can view and manage the Licenses purchased, on the Website. Customer can assign Licenses to other Authorized Users and purchase further Licenses. For the management (that means the assignment and purchase) of Licenses, only the Customer is responsible.
To process the purchase of Customer, provider WooCommerce will be used. Customer agrees to the Terms and Conditions and Privacy Policy of WooCommerce when purchasing and navigating BeesWall.com.
Normal Use for the purpose of this Agreement shall mean the, in full or parts, downloading, saving, transferring, converting, executing and reproduction of programs in machine-readable form for the purposes of executing program instructions to process the Customer’s data within the scope of this Agreement, including temporarily producing the copies required for those activities, and using the related documentation.
Normal Use shall include the Customer’s right to produce archival and backup copies. The use of such copies may not lead to an expansion of the scope of the use of Software. Archival and backup copies shall also be identified as such.
Responsibility for providing administrator rights to install or update the Software, in case this should be necessary, lies with the Customer.
Customer hereby agrees and acknowledges that the Software may be updated and access and collect information about Customer’s computer device. To the extent that Customer uses the Software, Customer hereby consents to all of the foregoing, and represents and warrants that he/she has the right to grant such consent.
Customers are solely responsible for ensuring that Customer’s systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. BeesWall will have no obligations or responsibility under this Agreement for issues caused by Customer’s hardware or software.
BeesWall currently supports the following Operating Systems: Microsoft Windows 10 and Windows11. In case of the release of a newer Microsoft Windows Operating System, BeesWall will support three Operating Systems during a 12 month transition period, after which, the most outdated Operating System will not be supported anymore.
Except as provided by law (Article 21 of the Swiss Federal Copyright Act), reverse engineering shall not be permitted.
The type, location and time of delivery of the Software to the Customer shall be set out on the Website. Unless otherwise agreed, the delivery of the Software shall occur at BeesWall’s option by making it available electronically for download or else-how.
Unless otherwise agreed, the Software shall be delivered in its most recent version released for sale by BeesWall.
Should the Software be inadvertently damaged or destroyed by the Customer, BeesWall shall upon request by the Customer replace such Software, if possible and available. In such a case, the Customer shall bear the actual costs of replacing, delivering and, as applicable, installing the Software.
The recurring license fee set out on the Website shall be the remuneration for Normal Use of the Software for the duration and in accordance with the type, scope and intensity of the permitted use set out therein.
With the exception of Paid Subscriptions for a Pre-Paid Period, Customer’s payment to BeesWall or the third party through which it was purchased, the Paid Subscription will automatically renew at the end of the applicable subscription period, unless Customer cancels the subscription before the end of the then-current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and Customer will be downgraded to the free version of the BeesWall Service. BeesWall do not provide refunds or credits for any partial subscription periods, except as expressly stated in this Agreement.
Customer may purchase a Paid Subscription directly from BeesWall or through a third party (“Reseller”) by paying a License Fee in advance on a monthly basis or some other recurring interval disclosed to Customer prior to purchase.
Tax rates are calculated based on the information Customer provides and the applicable rate at the time of Customer’s monthly charge.
If Customer purchases access to a Paid Subscription through a third party, separate Agreement and conditions with such third party may apply to Customer’s use of the BeesWall Service in addition to this Agreement.
To process the payment of Customer, provider STRIPE will be used. Customer agrees to the Terms and Conditions and Privacy Policy of STRIPE when making payments.
Notwithstanding to Section 13.3 (Termination by BeesWall), If License fee is not paid on time, the Premium License (“Premium” option) will be downgraded to a No-Charge Software license (“Free” option) immediately. Non-Payment will enter into effect if by the end of the day of due payment according to the Website no payment has been received by BeesWall from Customer.
BeesWall may change the price for the Paid Subscriptions, including recurring License Fees and the Pre-Paid Period (for periods not yet paid) and will communicate any price changes to Customer in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use the BeesWall Service after the price change takes effect, Customer will have accepted the new price. If Customer does not agree to a price change, he/she can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.
Tax rates are based on the rates applicable at the time of monthly charge. These amounts can change over time with local tax requirements in Customer’s country, state, territory or even city. Any change in Tax rate will be automatically applied based on the account information provided by Customer.
If Customer signs up for a Trial, Customer agrees that the withdrawal right for the Paid Subscription for which Customer is receiving a Trial, ends thirty (30) days after Customer started the Trial (namely for the “Premium” option). If Customer doesn’t cancel the Paid Subscription before the Trial ends, Customer loses the right of withdrawal and authorizes BeesWall to automatically charge the agreed price each month until Customer cancels the Paid Subscription.
Claims may only be offset by a contracting party with claims which have been acknowledged in writing by the other party or which have been finally awarded by a court.
BeesWall may offer certain Software to Customer at no charge (“Free” option), including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Software”). Customer’s use of No-Charge Software is subject to any additional Agreement that BeesWall specify and is only permitted during the License Term BeesWall designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the Agreement and conditions of this Agreement governing Software fully apply to No-Charge Software.
BeesWall may terminate Customer’s right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to Customer. Customer understands that any No-Charge Software (“Free” option) that BeesWall make available is still under development, may be inoperable or incomplete and is likely to contain more errors and bugs than the Premium License (“Premium” option). All information regarding the characteristics, features or performance of any No-Charge Software constitutes BeesWall’s Confidential Information. To the maximum extent permitted by applicable law, BeesWall disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to Customer, irrespective of the use of Agreement such as “purchase” or “sale”.
The Customer shall be entitled only to the rights to use the Software that are expressly granted under this Agreement and in this Agreement. All other rights, particularly proprietary rights, copyrights, and industrial property rights to the Software, and all usage rights not expressly granted shall remain the property of BeesWall or the owner of the industrial property rights to the Software.
The Software contains information, ideas, data structures, data base models, concepts, designs, methods and processes that constitute the business and trade secrets of BeesWall. Accordingly, the Customer agrees to treat the Software with the same diligence and confidentiality as its own business and trade secrets, make compliant use of them as set out in this Agreement, and not to grant full or partial access to third parties in any way or form, nor to publish them, unless it is given prior written authorization to do so by BeesWall.
The Customer shall ensure that all persons who have access to the Software comply with these obligations through appropriate instructions, agreements and other suitable precautions.
The obligation of confidentiality shall remain in effect for as long as BeesWall has a legitimate interest in the Software and even after the contractual relationship has ended.
BeesWall shall be entitled to implement appropriate technical measures (activation key, time release, etc.) to protect the Software. It shall inform the Customer of these measures. The Customer shall not circumvent such measures.
The Customer shall recognize the ownership, the copyrights and the industrial property rights of BeesWall or owner of such rights to the Software, abstain from committing any offence against the existence and extent of these rights for the duration of the license granted to it, take every action in accordance with the instructions of BeesWall to protect the rights of BeesWall or owner of such rights to the Software, and provide BeesWall with reasonable support at Licensors cost to defend the industrial property rights (Section 9.1). The Customer shall particularly apply or leave the proprietary notice of BeesWall on all full or partial copies of the Software.
The Customer shall take the organizational and technical measures within its business which are required to protect the Software from unintentional disclosure or access, theft or misuse by unauthorized parties. In particular, Customer shall delete all parts of the Software stored on computer systems or storage media prior to their transfer and/or destruction.
BeesWall shall be entitled to perform an on-site audit of the Customers compliance with the provisions regarding Normal Use and protection of the Software in the Customers business itself or through a commissioned third party (e.g. a consultancy firm).
BeesWall shall be entitled to demand at any time that usage in violation of this Agreement be ceased. The right to terminate the Agreement in accordance with Section 13 shall remain reserved.
In the event that an audit reveals that the Software are being used in excess of the usage rights set out in this Agreement, the Customer shall pay to Licensor the costs for such audit as well as compensation for the determined excessive use based on its extent and duration and according to the then applicable rates and conditions, including interest.
Should the Customer or any of its agents violate the provisions of this Agreement regarding use and protection of the Software on purpose or in a grossly negligent manner, the Customer shall oBeesWall to BeesWall compensation in the amount of three times the recurring fee (without discounts or staggered payments) for each violation. BeesWall reserves the right to claim further damages.
All software, support and maintenance and any additional services are provided “as is,” and BeesWall and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantabillity, whether express, implied, or statutory. BeesWall will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of BeesWall. To the maximum extent permitted by law, neither BeesWall nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that: (a) the use of any software will be secure, timely, uninterrupted or error-free; (b) the software will operate in combination with any other hardware, software, system, or data; (c) the software (or any products, services, information, or other material purchased or obtained by Customer through the software) will meet Customer’s requirements or expectations); (d) errors or defects will be corrected; or (e) the software is free of viruses or other harmful components.
BeesWall represents that it has either developed the Software itself and owns the applicable industrial property rights, particularly the copyrights, or that it has acquired the right to grant rights of use for the Software under this Agreement from the owner of said rights and that at the time of signing this Agreement or this Agreement, it had no knowledge of any conflicting third party rights.
Should third parties exercise claims against the Customer for infringement of their alleged intellectual property rights in Switzerland concerning the use of the Software by the Customer in accordance with this Agreement, the Customer shall immediately inform BeesWall in writing of such claims, shall authorize it to conduct the defense, including reaching a settlement, and shall reasonably support BeesWall in its efforts. In such a case, BeesWall shall assume the defense at its own expense and shall indemnify the Customer for any costs and damages finally awarded by a court of law.
If it emerges that, in the view of BeesWall, the Software infringes or could infringe the intellectual property rights of third parties in Switzerland, BeesWall shall at its choice either perform modifications at its own expense in order to eliminate the potential infringement of intellectual property rights, or commence negotiations to acquire the respective rights from the authorized third party.
Should these measures not result in the intended goal despite appropriate and reasonable efforts, BeesWall shall be entitled to take back the Software. In such a case, the Customer shall solely have the right to a refund of the license fees that it has paid, subject to a deduction of an appropriate fee for their interim use.
BeesWall shall be released from the aforementioned obligations if an intellectual property right claim arises on the basis that the Customer has changed the Software, has used them in conjunction with other programs or under usage and operating conditions other than as agreed in this Agreement or that it did not adopt the changes provided by BeesWall.
In no event will BeesWall, or the affiliates, be liable to customer for any damages, claims, or costs whatsoever, or for any consequential, indirect, incidental damages, or any lost profits or lost savings, even if a representative of BeesWall or one of the affiliates has been advised of the possibility of such loss, damages, claims, or costs, or for any claim by any third party. These limitations and exclusions apply to the extent permitted by applicable law in customer’s jurisdiction. The aggregate liability of BeesWall, and the affiliates, under or in connection with this agreement, shall be limited to the amount paid for the licensed software, if any.
BeesWall shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond BeesWall’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”).
Any liability of BeesWall resulting from the use of the Software, for the results of such use, lost data and indirect or consequential damages, such as loss of profits, non-realized savings, additional efforts and expenses by the Customer or third-party claims, shall be excluded.
This Agreement will continue to apply to Customer until terminated by either Customer or BeesWall. BeesWall may terminate the Agreement (including any additional terms and conditions incorporated herein) or suspend access to the BeesWall Service at any time if BeesWall believes Customer has breached any of these Terms, if BeesWall stops providing the BeesWall Service or any material component thereof on reasonable notice to Customer, or as BeesWall believe necessary to comply with applicable law. If Customer or BeesWall terminate this Agreement, or if BeesWall suspends access to the BeesWall Service, Customer agrees that BeesWall shall, subject to applicable laws, have no liability or responsibility to Customer, and (except as expressly provided in this Agreement) BeesWall will not refund any amounts that Customer has already paid.
This License may be terminated by the Customer up until the next payment. If a payment has been done for the current month and the Customer terminates the Agreement, the Premium License runs up to the next payment date, at which point the Agreement terminates.
BeesWall may terminate this License and revoke the rights granted to the Customer therein, if the Customer is breaching the Agreement in any way. Furthermore, BeesWall shall be entitled to terminate the Agreement if it is unable to rectify the violation of the intellectual property rights by any other options.
BeesWall may stop renewing Licenses with 12 months’ notice. In the case of longer-term licenses, BeesWall may terminate the licence with a notice period of 12 months.
Upon termination or expiration of the Agreement, the Customers right to use the Software pursuant to Section 4 shall expire.
The Customer shall ensure, and submit proof thereof at the request of BeesWall, that it is no longer using the Software (e.g. archival and backup copies) for productive purposes.
Both contracting parties shall, both in respect of themselves and their agents, mutually protect the confidentiality of all non-public documents and information regarding the business of the other contracting party and which becomes available to them. This obligation shall apply as long as a legitimate interest exists in this respect, even after termination of the contractual relationship.
The contracting parties acknowledge that the conclusion and performance of this Agreement may lead to personal data of the contracting parties, their employees, subcontractors etc. being processed. They hereby agree that such data can be used for the management of their business relations and can be disclosed for such purpose to third parties, such as without limitation – manufacturers, subcontractors, intellectual property rights holders, in Switzerland or abroad. In such cases, the contracting party disclosing the data shall ensure that data protection is guaranteed by taking appropriate organizational, technical and contractual precautions.
The contracting parties are aware that the export of IT resources (in particular hardware and software, but also related know-how) from Switzerland may be subject to export control and the parties shall comply with the respective provisions.
By authenticating through Microsoft of Google, Customer accepts this Agreement electronically.
Any notices by BeesWall required to exercise BeesWall’s rights and obligations under this Agreement shall be issued by e-mail. Customer agrees to this right of BeesWall.
Customer may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, Customer may assign this Agreement in its entirety (including all Orders) to Customer’s successor resulting from Customer’s merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides BeesWall with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement. Any attempt by Customer to transfer or assign this Agreement except as expressly authorized above will be null and void. BeesWall may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent. BeesWall may also permit its Affiliates, agents, distributors and contractors to exercise its rights or perform its obligations under this Agreement, in which case BeesWall will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
This Agreement shall be governed by Swiss law, with the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980.
If the Parties fail to resolve differences amicably despite respective efforts within 6 months, the competent court at the domicile of BeesWall shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement. BeesWall however reserves its right to bring an action against the Customer at the Customers domicile.
BeesWall is a business software and is for commercial users only.
By downloading, or otherwise using, the BeesWall Service, Customer agrees to this Agreement. If Customer does not agree to this Agreement, then Customer must not use the BeesWall Software or access any Content on the Website of BeesWall.
This Agreement is between the Customer (herein forth “User”, “Authorized User”, “Customer” and/or “Licensee”) and BeesWall (herein forth “Company”, “BeesWall” and/or “Licensor”), namely BeesWall GmbH, Allrueti 5, 6343 Rotkreuz, Switzerland.
In order to use the BeesWall Service, Customer needs to (1) be a registered company, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where the Service is available.
Customer also promises that any registration and/or payment information that Customer submits to BeesWall is true, accurate, and complete, and Customer agrees to keep it that way at all times.
1.2 Use of Software by Users
If Customer subscribes to or purchases in any other way the BeesWall Service, any user profile or administrator profile, based on a BeesWall License, created for Customer by use of e-mails owned or controlled by Customer or Customer Affiliates, will be deemed to have represented the Customer. A click or any other form to accept is deemed to bind Customer or Customer Affiliates, to this Agreement.
The program in its object code, the related printed or machine-readable available documentation, and the data media shall be referred to hereinafter as “Software”. Under this Agreement, BeesWall shall grant the Customer the right to use the Software for the specific use described herein.
The Software shall be delivered – without granting copyrights to the Customer – solely for use during the term of the License, and no ownership rights shall be transferred to the Customer. The Customer shall not be entitled to receive or use the source code (even if the Customer has said code in its possession for whatever reason).
The “BeesWall website” or “Website” is defined as the Website with the address www.BeesWall.com which this Software was ordered and downloaded from.
If Customer orders Software through a Reseller, then Customer is solely responsible for (i) any access by Reseller to Customer’s account and (ii) any related rights or obligations in Customer’s applicable agreement with the Reseller.
Only Authorized Users may access and use the Software. Some Software may allow the Customer to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Customer is responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with Customer data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software must be solely for the benefit of Customer or Customer Affiliates and must be within the Scope of Agreement.
The Customer shall be responsible for selecting, installing and using the Software and solving problems specifically related to its use, provided that BeesWall has not advised the Customer on these activities in return for compensation. The Customer shall also be responsible for selecting, using and maintaining the IT systems used in connection with the Software, other programs and data systems, and any required services and shall ensure the proper organization for the use of the Software.
Furthermore, the Customer shall comply with the instructions issued by BeesWall in connection with the Software, take appropriate precautions to check the results produced, secure and backup the data and be responsible for ensuring compliance with any laws applicable to the use of the Software.
Customer needs to create a Google or Microsoft account to use all or part of the BeesWall Service. Customer username and password are for Customer’s personal use only and should be kept confidential. Customer understands that Customer is responsible for all use (including any unauthorized use) of Customer’s username and password. When using the authentication services of Google or Microsoft, their Agreement and conditions and privacy policy apply. The user acknowledges and consents to the exchange of data with Microsoft or Google during authentication.
The BeesWall software applications and the Contents on its website are licensed, not sold or transferred to Customer, and BeesWall retains ownership of all copies of the BeesWall software applications and Content even after installation on Customer Devices.
Customer can view and manage the Licenses purchased, on the Website. Customer can assign Licenses to other Authorized Users and purchase further Licenses. For the management (that means the assignment and purchase) of Licenses, only the Customer is responsible.
To process the purchase of Customer, provider WooCommerce will be used. Customer agrees to the Terms and Conditions and Privacy Policy of WooCommerce when purchasing and navigating BeesWall.com.
Normal Use for the purpose of this Agreement shall mean the, in full or parts, downloading, saving, transferring, converting, executing and reproduction of programs in machine-readable form for the purposes of executing program instructions to process the Customer’s data within the scope of this Agreement, including temporarily producing the copies required for those activities, and using the related documentation.
Normal Use shall include the Customer’s right to produce archival and backup copies. The use of such copies may not lead to an expansion of the scope of the use of Software. Archival and backup copies shall also be identified as such.
Responsibility for providing administrator rights to install or update the Software, in case this should be necessary, lies with the Customer.
Customer hereby agrees and acknowledges that the Software may be updated and access and collect information about Customer’s computer device. To the extent that Customer uses the Software, Customer hereby consents to all of the foregoing, and represents and warrants that he/she has the right to grant such consent.
Customers are solely responsible for ensuring that Customer’s systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. BeesWall will have no obligations or responsibility under this Agreement for issues caused by Customer’s hardware or software.
BeesWall currently supports the following Operating Systems: Microsoft Windows 10 and Windows11. In case of the release of a newer Microsoft Windows Operating System, BeesWall will support three Operating Systems during a 12 month transition period, after which, the most outdated Operating System will not be supported anymore.
Except as provided by law (Article 21 of the Swiss Federal Copyright Act), reverse engineering shall not be permitted.
Unless otherwise agreed, the Software shall be delivered in its most recent version released for sale by BeesWall on the BeesWall website.
Should the Software be inadvertently damaged or destroyed by the Customer, BeesWall shall upon request by the Customer replace such Software, if possible and available. In such a case, the Customer shall bear the actual costs of replacing, delivering and, as applicable, installing the Software.
Customer has the duty to collaborate throughout, but not limited to, any delivery, installation, custom development and Pilot-Phase. In case of breach of this duty, Customer will be held responsible for any delays, damages or other forms of breach of the Agreements between Customer and Licensor.
The clauses in this Section 7 (Payment Agreement) apply, unless agreed to differently in writing.
The recurring license fee set out on the Website shall be the remuneration for Normal Use of the Software for the duration and in accordance with the type, scope and intensity of the permitted use set out therein.
With the exception of Paid Subscriptions for a Pre-Paid Period, Customer’s payment to BeesWall or the third party through which it was purchased, the Paid Subscription will automatically renew at the end of the applicable subscription period, unless Customer cancels the subscription before the end of the then-current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and Customer will be downgraded to the free version of the BeesWall Service. BeesWall do not provide refunds or credits for any partial subscription periods, except as expressly stated in this Agreement.
Customer may purchase a Paid Subscription directly from BeesWall or through a third party (“Reseller”) by paying a License Fee in advance on a monthly basis or some other recurring interval disclosed to Customer prior to purchase.
Tax rates are calculated based on the information Customer provides and the applicable rate at the time of Customer’s monthly charge.
If Customer purchases access to a Paid Subscription through a third party, separate Agreement and conditions with such third party may apply to Customer’s use of the BeesWall Service in addition to this Agreement.
To process the payment of Customer, provider STRIPE or bank wire transfer systems may be used. Customer agrees to the Terms and Conditions and Privacy Policy of STRIPE when making payments with STRIPE and Terms and Conditions and Privacy Policies of banks for wire transfer method.
BeesWall may change the price for the Paid Subscriptions, including recurring License Fees and the Pre-Paid Period (for periods not yet paid) and will communicate any price changes to Customer in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use the BeesWall Service after the price change takes effect, Customer will have accepted the new price. If Customer does not agree to a price change, he/she can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.
Tax rates are based on the rates applicable at the time of monthly charge. These amounts can change over time with local tax requirements in Customer’s country, state, territory or even city. Any change in Tax rate will be automatically applied based on the account information provided by Customer.
If Customer signs up for a Trial, Customer agrees that the withdrawal right for the Paid Subscription for which Customer is receiving a Trial, ends thirty (30) days after Customer started the Trial (namely for the “Premium” option). If Customer doesn’t cancel the Paid Subscription before the Trial ends, Customer loses the right of withdrawal and authorizes BeesWall to automatically charge the agreed price each month until Customer cancels the Paid Subscription.
Claims may only be offset by a contracting party with claims which have been acknowledged in writing by the other party or which have been finally awarded by a court.
A Pilot-Phase will not come into effect unless agreed to seperately.
Licensor has, during any phase of the Pilot-Phase, the right to audit results of each Service supplied to Customer.
Licensor is to be financially remunerated for any service performed.
After termination of the Pilot-Phase, parties agree to transition to the full effects of this Enterprise Software License Agreement, excluding this Pilot-Clause from the SLA after the transition.
Licensor has the exclusive Intellectual Property Rights to any evaluation and results of any improvements made to the Software.
For any improvement to the software or for any performance of services by Licensor, Licensor is entitled to financial remuneration. Parties may conclude a separate agreement which will form an integral part of this Agreement.
For any improvement to the software or for any performance of services by Licensor, Licensor is entitled to financial remuneration.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to Customer, irrespective of the use of Agreement such as “purchase” or “sale”.
The Customer shall be entitled only to the rights to use the Software that are expressly granted under this Agreement and in this Agreement. All other rights, particularly proprietary rights, copyrights, and industrial property rights to the Software, and all usage rights not expressly granted shall remain the property of BeesWall or the owner of the industrial property rights to the Software.
The Software contains information, ideas, data structures, data base models, concepts, designs, methods and processes that constitute the business and trade secrets of BeesWall. Accordingly, the Customer agrees to treat the Software with the same diligence and confidentiality as its own business and trade secrets, make compliant use of them as set out in this Agreement, and not to grant full or partial access to third parties in any way or form, nor to publish them, unless it is given prior written authorization to do so by BeesWall.
The Customer shall ensure that all persons who have access to the Software comply with these obligations through appropriate instructions, agreements and other suitable precautions.
The obligation of confidentiality shall remain in effect for as long as BeesWall has a legitimate interest in the Software and even after the contractual relationship has ended.
BeesWall shall be entitled to implement appropriate technical measures (activation key, time release, etc.) to protect the Software. It shall inform the Customer of these measures. The Customer shall not circumvent such measures.
The Customer shall recognize the ownership, the copyrights and the industrial property rights of BeesWall or owner of such rights to the Software, abstain from committing any offence against the existence and extent of these rights for the duration of the license granted to it, take every action in accordance with the instructions of BeesWall to protect the rights of BeesWall or owner of such rights to the Software, and provide BeesWall with reasonable support at Licensors cost to defend the industrial property rights according to Section 10.1 (Ownership and Industrial Property Rights). The Customer shall particularly apply or leave the proprietary notice of BeesWall on all full or partial copies of the Software.
The Customer shall take the organizational and technical measures within its business which are required to protect the Software from unintentional disclosure or access, theft or misuse by unauthorized parties. In particular, Customer shall delete all parts of the Software stored on computer systems or storage media prior to their transfer and/or destruction.
BeesWall shall be entitled to perform an on-site audit of the Customers compliance with the provisions regarding Normal Use and protection of the Software in the Customers business itself or through a commissioned third party (e.g. a consultancy firm).
BeesWall shall be entitled to demand at any time that usage in violation of this Agreement be ceased. The right to terminate the Agreement in accordance with Section 14 (Term and Termination of the Agreement) shall remain reserved.
In the event that an audit reveals that the Software are being used in excess of the usage rights set out in this Agreement, the Customer shall pay to Licensor the costs for such audit as well as compensation for the determined excessive use based on its extent and duration and according to the then applicable rates and conditions, including interest.
Should the Customer or any of its agents violate the provisions of this Agreement regarding use and protection of the Software on purpose or in a grossly negligent manner, the Customer shall oBeesWall to BeesWall compensation in the amount of three times the recurring fee (without discounts or staggered payments) for each violation. BeesWall reserves the right to claim further damages.
All software, support and maintenance and any additional services are provided “as is,” and BeesWall and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. BeesWall will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of BeesWall. To the maximum extent permitted by law, neither BeesWall nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that: (a) the use of any software will be secure, timely, uninterrupted or error-free; (b) the software will operate in combination with any other hardware, software, system, or data; (c) the software (or any products, services, information, or other material purchased or obtained by Customer through the software) will meet Customer’s requirements or expectations); (d) errors or defects will be corrected; or (e) the software is free of viruses or other harmful components.
BeesWall represents that it has either developed the Software itself and owns the applicable industrial property rights, particularly the copyrights, or that it has acquired the right to grant rights of use for the Software under this Agreement from the owner of said rights and that at the time of signing this Agreement or this Agreement, it had no knowledge of any conflicting third party rights.
Should third parties exercise claims against the Customer for infringement of their alleged intellectual property rights in Switzerland concerning the use of the Software by the Customer in accordance with this Agreement, the Customer shall immediately inform BeesWall in writing of such claims, shall authorize it to conduct the defense, including reaching a settlement, and shall reasonably support BeesWall in its efforts. In such a case, BeesWall shall assume the defense at its own expense and shall indemnify the Customer for any costs and damages finally awarded by a court of law.
If it emerges that, in the view of BeesWall, the Software infringes or could infringe the intellectual property rights of third parties in Switzerland, BeesWall shall at its choice either perform modifications at its own expense in order to eliminate the potential infringement of intellectual property rights, or commence negotiations to acquire the respective rights from the authorized third party.
Should these measures not result in the intended goal despite appropriate and reasonable efforts, BeesWall shall be entitled to take back the Software. In such a case, the Customer shall solely have the right to a refund of the license fees that it has paid, subject to a deduction of an appropriate fee for their interim use.
BeesWall shall be released from the aforementioned obligations if an intellectual property right claim arises on the basis that the Customer has changed the Software, has used them in conjunction with other programs or under usage and operating conditions other than as agreed in this Agreement or that it did not adopt the changes provided by BeesWall.
In no event will BeesWall, or the affiliates, be liable to customer for any damages, claims, or costs whatsoever, or for any consequential, indirect, incidental damages, or any lost profits or lost savings, even if a representative of BeesWall or one of the affiliates has been advised of the possibility of such loss, damages, claims, or costs, or for any claim by any third party. These limitations and exclusions apply to the extent permitted by applicable law in customer’s jurisdiction. The aggregate liability of BeesWall, and the affiliates, under or in connection with this agreement, shall be limited to the amount paid for the licensed software, if any.
BeesWall shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond BeesWall’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”).
Any liability of BeesWall resulting from the use of the Software, for the results of such use, lost data and indirect or consequential damages, such as loss of profits, non-realized savings, additional efforts and expenses by the Customer or third-party claims, shall be excluded.
The Term of this Agreement is of 3 years.
This Agreement will continue to apply to Customer until terminated by either Customer or BeesWall. BeesWall may terminate the Agreement (including any additional terms and conditions incorporated herein) or suspend access to the BeesWall Service at any time if BeesWall believes Customer has breached any of these Terms, if BeesWall stops providing the BeesWall Service or any material component thereof on reasonable notice to Customer, or as BeesWall believe necessary to comply with applicable law. If Customer or BeesWall terminate this Agreement, or if BeesWall suspends access to the BeesWall Service, Customer agrees that BeesWall shall, subject to applicable laws, have no liability or responsibility to Customer, and (except as expressly provided in this Agreement) BeesWall will not refund any amounts that Customer has already paid.
This License may be terminated by the Customer up until the next payment. If a payment has been done for the current month and the Customer terminates the Agreement, the Premium License runs up to the next payment date, at which point the Agreement terminates.
BeesWall may terminate this License and revoke the rights granted to the Customer therein, if the Customer is breaching the Agreement in any way. Furthermore, BeesWall shall be entitled to terminate the Agreement if it is unable to rectify the violation of the intellectual property rights by any other options.
BeesWall may stop renewing Licenses with 12 months’ notice. In the case of longer-term licenses, BeesWall may terminate the licence with a notice period of 12 months.
Upon termination or expiration of the Agreement, the Customers right to use the Software pursuant to Section 5 (Use of Software and Website) shall expire.
The Customer shall ensure, and submit proof thereof at the request of BeesWall, that it is no longer using the Software (e.g. archival and backup copies) for productive purposes.
This Agreement can be terminated with due notice. Unless agreed to otherwise in writing, the notice period for Ordinary Termination is six (6) Months to the end of the Term according to Section 14.1 (Term). In case no notice of Ordinary Termination is given, the Agreement is extended for another Term according to Section 14.1 (Term).
Both contracting parties shall, both in respect of themselves and their agents, mutually protect the confidentiality of all non-public documents and information regarding the business of the other contracting party and which becomes available to them. This obligation shall apply as long as a legitimate interest exists in this respect, even after termination of the contractual relationship.
The contracting parties acknowledge that the conclusion and performance of this Agreement may lead to personal data of the contracting parties, their employees, subcontractors etc. being processed. They hereby agree that such data can be used for the management of their business relations and can be disclosed for such purpose to third parties, such as without limitation – manufacturers, subcontractors, intellectual property rights holders, in Switzerland or abroad. In such cases, the contracting party disclosing the data shall ensure that data protection is guaranteed by taking appropriate organizational, technical and contractual precautions.
The contracting parties are aware that the export of IT resources (in particular hardware and software, but also related know-how) from Switzerland may be subject to export control and the parties shall comply with the respective provisions.
By authenticating through Microsoft or Google, Customer accepts this Agreement electronically.
Any notices by BeesWall required to exercise BeesWall’s rights and obligations under this Agreement shall be issued by e-mail. Customer agrees to this right of BeesWall.
Customer may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, Customer may assign this Agreement in its entirety (including all Orders) to Customer’s successor resulting from Customer’s merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides BeesWall with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement. Any attempt by Customer to transfer or assign this Agreement except as expressly authorized above will be null and void. BeesWall may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent. BeesWall may also permit its Affiliates, agents, distributors and contractors to exercise its rights or perform its obligations under this Agreement, in which case BeesWall will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
This Agreement shall be governed by Swiss law, with the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980.
If the Parties fail to resolve differences amicably despite respective efforts within 6 months, the competent court at the domicile of BeesWall shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement. BeesWall however reserves its right to bring an action against the Customer at the Customers domicile.