Terms and Conditions
of

joe.systems AG
Rosenstrasse 14
CH-8400 Winterthur
+41 52 536 58 18
hello@joe.systems
www.joe.systems

Commercial Register Office of the Canton of Zurich, CHE-199.232.614

Disclaimer: please note that this is a convenience translation only and that the German version of the terms and conditions applies.

1.    General provisions
1.1    The terms and conditions valid at the time of conclusion of the contract shall form the basis of cooperation between joe.systems AG ("JOE") and its customers and contractual partners ("customers"). They become part of every contract. At the latest with the transmission of data by the customer or the performance of a (partial) payment, these terms and conditions shall be deemed accepted. Unless expressly agreed otherwise, these terms and conditions shall form part of all future contracts. General terms and conditions of customers shall not bind JOE and shall be deemed rejected even if they are not expressly objected to (irrespective of knowledge of their existence). However, individual contractual agreements and arrangements shall take precedence.

1.2    If JOE makes changes to the terms and conditions, the customer shall be informed with reasonable advance notice. The changes shall not automatically become part of an ongoing cooperation. If the customer objects to or does not accept the changes, both JOE and the customer shall be free to terminate the current contract in accordance with Section 8 in an orderly manner.

2.    Services provided by JOE
2.1    JOE calculates the origin of goods and services on the basis of the information or data provided by customers. On the basis of the information provided, customers receive feedback as to whether the goods or services meet the requirements of the relevant regulations. Details can be found in JOE's description of services. 
2.2    JOE offers services as a web application and as an application programming interface ("API"). JOE makes services available on servers in protected data centers via a secure connection.
2.3    JOE shall endeavor to always provide the services on the basis of the current regulations. Due to the complex publication practice of the respective authorities, JOE cannot guarantee that changes that become known at short notice will be taken into account at all times. The list of currently available regulations can be viewed by customers.    
2.4    JOE is entitled, but not obliged, to change the content of the services to the extent that this is reasonable for customers, in particular in the case of technological developments and new legal or official requirements.
2.5    The data transmitted by customers within the scope of the services shall remain at the disposal of the customer. JOE is not entitled to any rights to the data.
JOE's services may in principle also be passed on to third parties in accordance with Section 3.

3.    Passing on JOE’s services to third parties
3.1    In principle, JOE's customers may also use the service on behalf of or in the interest of third parties, provided that they inform the third party or parties that the services are being provided by JOE ("JOE inside"). The manner of communication or representation requires the consent of JOE.
3.2    In this case, the customers shall assume full warranty to JOE that all rights and obligations to JOE will also be fulfilled in full by the third parties (in particular Sections 4 and 5). The customers shall assume a (strict) guarantee for this and shall indemnify JOE upon first request against any claims asserted against JOE due to the use of the service on behalf of or in the interest of a third party. This shall also include the costs of expedient and appropriate legal defense (e.g. attorney's fees and other legal costs).
3.3    The customers shall provide JOE with the best possible support and comprehensive assistance so that JOE can obtain information, declarations or other details from third parties, provided that JOE has a legitimate interest in doing so. 
3.4    JOE may suspend the provision of the Service or terminate the cooperation without notice if customers fail to comply with these obligations.

4.    Obligations of customers to cooperate
4.1    The customers shall name a contact person to JOE for binding information and shall provide JOE with the data required for the provision of the service in accordance with specifications. Customers are aware that the services are a support to the determination of origin. Due to the complexity and complexity of the requirements, JOE's services do not replace the procedural and organizational requirements of the customers required for origin management. Especially, professionally qualified staff is to be ensured by customers.
4.2    Customers shall be obliged to inform JOE of any changes made at short notice or the entry into force of new regulations.
4.3    In the event of foreseeable changes in capacity utilization, the customers shall inform JOE with reasonable advance notice, so that JOE can provide the necessary service ("fair use").
4.4    Customers shall prevent unauthorized access by third parties and shall also oblige their employees and subcontractors to comply with this obligation.
4.5    Customers shall be responsible for configuring and administering their IT systems and shall take appropriate security measures to avoid potential dangers when using JOE's services, e.g. through regular maintenance and careful handling of access rights and passwords.
4.6    Customers are solely responsible for storing and properly storing the data they process and the results received from JOE. Customers are obliged to regularly and independently ensure backups and thus to guarantee the usual and permanent data backup. In addition, JOE expressly recommends setting up suitable emergency processes (e.g. for internet connections that may fail).
4.7    The services provided by JOE shall not release the customer from any legal obligations to store, archive and maintain documents.
4.8    Customers shall ensure that the data and documents transmitted comply with all industrial property rights and copyrights. Customers shall indemnify JOE against any claims by third parties upon first request in the event of non-compliance. This also includes the costs of appropriate legal defence (e.g. lawyer's, court and other legal costs).
4.9    Customers shall not acquire any ownership of the software products made available for use within the scope of the service, in particular no rights extending beyond the contractual use of the programs in accordance with the copyright law.
4.10    Customers shall follow JOE's instructions when describing, delimiting, determining and reporting faults. In doing so, they shall specify their fault reports and questions to the best of their ability and shall have recourse to competent employees, such as administrators and export experts, for this purpose. 
4.11    If obligations to cooperate are not fulfilled and this results in delays and additional work, JOE shall be entitled, in addition to adjusting agreed deadlines, to be reimbursed for any additional costs actually incurred as a result of the delay and, if applicable, a reasonable compensation for expenses. If the technical availability of the systems is impaired by non-fulfilment of the cooperation obligations, this shall not be at the expense of JOE.

5.    Export control
5.1    Customers are aware that JOE calculates origin, but does not check whether an export is legally permissible.
5.2    Whether a foreign trade transaction can be approved and/or is subject to approval is the sole responsibility of customers. In addition, import is governed by the law of the country of destination and may also be subject to authorization. The customers are responsible for respective compliance.
5.3    At JOE's request, and insofar as JOE can demonstrate a justified interest, the customers shall provide necessary information and data in this regard. JOE shall only request such information and data if this appears necessary in the circumstances and is necessary to avert disadvantages and damage for JOE and/or an employee. All information and data shall be subject to the legal and contractual (see Section 11) obligations of confidentiality, data protection and non-disclosure.
5.4    The customers shall indemnify JOE against any claims by third parties on first demand which are asserted against JOE due to such an infringement. This also includes the costs of appropriate legal defence (e.g. lawyer's, court and other legal costs).
5.5    Customers shall compensate JOE for any damage incurred as a result of an infringement of Section 5.2.
5.6    In the event of a culpable breach of this obligation under Section 5.2, JOE shall be entitled to claim payment of a contractual penalty in the amount of CHF 10,000 from the customer. JOE shall be free to assert claims for damages in excess thereof. In this case, the contractual penalty shall be credited.
5.7    In the event of a serious infringement, JOE shall be entitled to refuse performance in whole or in part. The assertion of further rights is not excluded.

6.    Availability
6.1    The technical availability at any time is not owed. Times for scheduled maintenance and unscheduled measures that are absolutely necessary, e.g. to guarantee the security and integrity of data and operation, shall not be at the expense of availability. 
6.2    Interruptions agreed with the customer or caused by the customer shall not be at the expense of availability. The same applies to cases in which the necessary on-site support is not sufficiently provided by the customers or their employees. 

7.    Fees
7.1    The fees for the use of the service results from the current service description.
7.2    JOE may discontinue the service and access if the customers are in arrears with payments.
7.3    Customers may only offset undisputed or legally established claims.

8.    Term and termination
8.1    After expiry of any agreed test phase, the contract shall run from the date of the agreed commencement of the contract until 31.12. of the respective year.
8.2    If JOE or the customer has not received written notice of termination by 31.10. of the respective year, the contract shall be extended by a further 12 months at the same conditions.
8.3    JOE and the customer may each terminate the agreement with a notice period of 3 months if there is a legitimate interest. A legitimate interest shall be deemed to exist, among other things, if cooperation results in an unreasonable disadvantage, e.g. through economic, trade or financial sanctions or embargos imposed (also by third countries or associations / unions of states such as the USA or the EU).
8.4    The statutory provisions on extraordinary termination shall remain unaffected. JOE shall be entitled to terminate the contract without notice in particular if the customer violates the obligations under Sections 3, 4 and/or 5. A prior notification is not necessary.

9.    Post termination procedure
9.1    Upon termination of the contract, the customers lose access to the services. Further steps are not necessary. Since JOE does not store any processing relevant data of the customers, no data stocks or similar can be made available.

10.    Data protection
10.1    JOE stores only those data from the customer which are necessary for the execution of the contract (login/access data; billing data, contact persons, etc.). Further data will not be stored. In particular, the transmitted data for the service (bills of material etc. for calculation) as well as the feedback sent to the customer will be deleted after the service has been made available.
10.2    Personal data shall be processed by JOE as the person responsible in accordance with the applicable legal regulations. Further details can be found under: privacy.
10.3    If JOE processes personal data on behalf of customers, this shall be done on the basis of an agreement on order processing (in particular pursuant to Article 28 GDPR). In the absence of an order processing agreement that complies with the legal requirements, JOE may refuse to provide the services concerned. JOE reserves the right to assert further rights.

11.    Confidentiality
11.1    JOE shall maintain confidentiality with respect to any information, trade secrets and business secrets of its customers which become known to JOE and shall ensure their confidentiality.
11.2    This shall not apply if the information is either made public or if the customer's interest in confidentiality has visibly ceased to exist.
11.3    The obligation to maintain secrecy shall also not apply if JOE is obliged to disclose such information due to an official or judicial decision. Insofar as this is permissible and possible in individual cases, the customer shall be informed of the obligation to disclose.

12.    Warranty
12.1    Warranty claims of the customers do not exist due to the service contract. In particular not if (i) there is only an insignificant deviation from the agreed scope of services and functions, (ii) a defect is based on improper use or (iii) if the customer does not use the current version of programs and databases and the defect is based on it.
12.2    The liability provisions of these terms and conditions shall apply to claims for damages and reimbursement of expenses by the Customer.

13.    Liability
13.1    Liability for injury to life, limb or health shall remain unaffected. In all other respects JOE shall be liable without limitation only for intent and gross negligence.
13.2    JOE shall be liable for slight negligence up to the amount of the agreed remuneration (in relation to the specific service).
13.3    Liability for indirect damages is excluded, with the exception of lost profits, for which liability is assumed in the event of intent or gross negligence. Liability for auxiliary persons is also excluded.

14.    Miscellaneous
14.1    The assignment of any claims the customer may have against JOE to third parties shall be excluded and shall be ineffective to JOE. 
14.2    The exclusive place of jurisdiction shall be the registered office of JOE.
14.3    Swiss law shall apply.
14.4    Should individual provisions of these terms and conditions prove to be invalid, this shall not affect the validity of the remaining provisions.