Terms and Conditions
Between
Reconciliachain AG (in foundation)
Switzerland
(hereinafter "Reconciliachain")
and
The customer or you, respectively
(hereinafter "Customer")
(Reconciliachain and Customer are hereinafter also referred to individually or jointly as the "Party" or the "Parties")
INTRODUCTION
(A) Reconciliachain is the owner and/or licensee of a software in the field of system-agnostic data integrity for automated and autonomous investigation and verification of corporate data integrity as described in more detail on https://reconciliachain.com/, which Reconciliachain makes available to Customer online and which provides for the following key functionalities (hereinafter "Application"):
- Automation and verifying of data reconciliations
- of any system,
- any domain, and
- any complexity.
(B) The Customer shall have the right to use the Application in accordance with these terms and conditions and according to the provisions of the offer provided by Reconciliachain to Customer (hereinafter "Agreement").
(C) This Agreement applies to all legal relationships concluded with respect to the use of the Application. The Agreement comes into effect with the confirmation of Reconciliachain’s offer by the Customer which might be explicit or implicit (see clause Error! Reference source not found.).
(D) Reconciliachain grants the Customer the right to use the Application in accordance with this Agreement.
1. SUBJECT OF THE AGREEMENT
1.1 Services / General
Reconciliachain undertakes to implement its automated reconciliation and verification engine and further develop the Application. The services made available to the Customer in connection with the Application include:
- Implementation Services: Setup and configuration of the data integrity engine for customer systems / setup of the respective account.
- Development Services: Custom development and integration of our technology into existing or new systems.
- Customer Service: Support for addressing issues, inquiries, and technical difficulties.
- Licensing: Granting of license to use our data integrity technology according to these Terms and Conditions (see clause 1.2).
The Customer acknowledges and agrees that the Application is a generally applicable Application of Reconciliachain and not an individual solution for the Customer. Any other customer-specific requests, consultations and features are not part of this Agreement and must be agreed separately between the Parties and additionally remunerated by the Customer.
The Customer acknowledges and agrees that certain services of Reconciliachain regarding the Application pursuant to the description on the Application may be based on a platform, services, software and/or technology of third parties.
1.2 Grant of License
Subject to the terms of this Agreement and particularly the payment in full of the Fees (as per clause 4) by the Customer, Reconciliachain hereby grants the Customer the non-exclusive, non-transferable right, against payment, to use the Application for the Agreement Term in accordance with the service packages agreed as per separate agreement between the parties (hereinafter "Package(s)") (hereinafter "License").
The Customer is not entitled to grant sublicenses or transfer the License to third parties regarding the License granted under this Agreement or parts thereof. Furthermore, the Customer is not entitled to reproduce or edit the Application. The License does not permit unauthorized distribution, modification, or reverse-engineering of our technology.
The Application is regularly updated by Reconciliachain, and Reconciliachain grants Customer access always to the current version of the Application under this License. Reconciliachain will exert reasonable best efforts to ensure uninterrupted availability but cannot warrant a certain minimum availability of the Application or other specific service levels. Reconciliachain is entitled to conduct updates and order shut-off time at its own discretion at all times as reasonably required, while, however, shut-off time will be communicated to Customer at least 5 working days in advance.
Furthermore, the Customer acknowledges that it is required to have the following technical infrastructure in place to make use of the Application as a web-based application (or as otherwise as agreed between the Parties):
- Computing device
- Browser
- Internet access
2. CHANGE OF THE APPLICATION
2.1 Customer Requests
The Customer is entitled to request reasonable changes/adoptions to its account regarding the Application until its acceptance by the Customer. Reconciliachain shall implement such changes on the terms set out in this Agreement.
If a deadline for the implementation is agreed, it shall be extended in favor of Reconciliachain if the changes cause delays.
The Parties shall record the changes to be made and the associated extensions of time in the time schedule in a change protocol, which shall become an integral part of the Agreement.
3. REPORTING
Reconciliachain undertakes to keep the Customer informed of the progress of the changes of the Application on an ongoing basis without being requested to do so and in particular upon request.
4. FEES AND TERMS OF PAYMENT
The Customer shall pay Reconciliachain a compensation for the implementation and the development of the Application as well as the use of the customer service on an hourly basis and for granting of the License on a monthly basis as agreed separately between the Parties in an Individual Agreement as defined in Section 14.6 (hereinafter "Fees").
Fees paid are not refundable under any circumstances – except in the event of withdrawal from the Agreement pursuant to clause 6.5, if the Customer has never used the Application within the Agreement Term or if the Agreement has been terminated prematurely pursuant to clause 0.
