Terms and Conditions

These Terms and Conditions ("GTC") govern the contractual relationship between CapCognition KLG, Usterstrasse 40c, 8308 Illnau, Switzerland (the "Company", "CapCognition", "we", "us") and its customers (the "Customer", "you") in relation to our websites, software components, SDKs, models, licences, downloads, support services and other services offered by us.

These GTC are intended primarily for business customers. If mandatory consumer protection provisions apply to a Customer, those mandatory provisions remain unaffected.

1 Scope of application

These GTC apply to all offers, orders, contracts, licences, downloads, services and deliveries provided directly or indirectly by the Company, including via capcognition.com and any other websites or online services operated by the Company.

The Company provides free and paid software components, SDKs, models, licences, downloads, support services and related services. These components may be used by Customers to develop, integrate, operate and distribute customer-specific applications, subject to the licence terms agreed with the Company.

Any general terms and conditions of the Customer do not apply unless the Company has expressly accepted them in writing. Individual written agreements between the Company and the Customer take precedence over these GTC to the extent they conflict with them.

2 Conclusion of contract

A contract is concluded when the Customer accepts an offer from the Company, places an order that is accepted by the Company, pays for a product or service, downloads, installs, activates or uses a licensed product, or otherwise makes use of services provided by the Company.

The Company may make the conclusion of a contract subject to registration, licence activation, payment in advance, verification of Customer information or acceptance of additional licence, support or data processing terms.

The Company may reject orders or suspend access where the Customer provides incorrect information, breaches these GTC, fails to pay due amounts, or where the provision of products or services would be unlawful or technically unreasonable.

3 Prices, taxes and changes

Unless expressly stated otherwise, all prices are quoted in Swiss francs (CHF). For business customers, prices are exclusive of value added tax (VAT), withholding taxes, customs duties and other public charges. VAT and other charges may be added where legally applicable. For consumers, displayed prices include VAT where this is legally required.

The prices shown on the Company’s website, in the Company’s online shop, in a separate price list or in an individual offer apply at the time the contract is concluded. In the event of inconsistencies, the individual written offer takes precedence.

The Company may change prices at any time with effect for future orders, renewals or new contract periods. Price changes do not affect already concluded fixed-term contracts unless otherwise agreed or required by law.

4 Payment

Invoices are payable within 30 days from the invoice date unless another payment period is stated on the invoice or agreed in writing. The Company may offer payment by credit card, PayPal, Payrexx, bank transfer or other payment systems.

If the Customer does not pay within the applicable payment period, the Customer is in default after a reminder or, where permitted by law, automatically upon expiry of the payment period. From the time of default, default interest of 5% per year is owed, unless a higher mandatory or contractually agreed rate applies.

The Company may charge reasonable reminder and collection costs where permitted by law. The Company may require payment in advance or suspend delivery, licence activation, support, downloads or access to services if invoices are overdue.

The Customer may only offset claims against amounts owed to the Company if the counterclaim is undisputed, legally established or expressly accepted by the Company.

5 Services and delivery

Unless otherwise agreed, the Company fulfils its obligations by providing the agreed software, licence, download, access, support or service electronically. The scope of services is determined by the applicable offer, licence description, documentation, product description, service description or individual agreement.

Delivery dates, response times, availability commitments and support levels are only binding if expressly agreed in writing. Without a specific service level agreement, the Company does not guarantee uninterrupted availability of websites, downloads, licence servers, support channels or other electronic services.

The Company may use employees, subcontractors, hosting providers, payment providers and other auxiliary persons to fulfil its contractual obligations. The Company remains responsible for their proper selection and instruction in accordance with applicable law.

6 Software licence

6.1 Grant of rights

Subject to payment of all applicable fees and compliance with these GTC and the applicable licence terms, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the licensed software components, SDKs, models and related materials for the agreed purpose.

Unless the applicable licence states otherwise, the Customer may use the licensed components to develop, test and operate customer-specific applications and may distribute runtime components only as embedded parts of such customer-specific applications, solely to the extent necessary for the intended use of those applications by the Customer or the Customer’s end users.

End users of customer-specific applications do not receive any independent rights to the Company’s software components. The Customer must ensure that end users cannot extract, use, copy, distribute or access the Company’s software components as standalone products.

6.2 Restrictions

The Customer may not sell, rent, lease, lend, sublicense, publish, distribute or make available the Company’s software components as standalone products or in a way that competes with the Company’s products, unless expressly permitted in writing.

The Customer may not remove, alter or obscure copyright notices, licence notices, trademarks, identifiers or technical protection mechanisms.

The Customer may not reverse engineer, decompile or disassemble the software except to the extent such restriction is prohibited by mandatory law. The Customer may not use the software to develop competing SDKs, models or software components, to benchmark or publish performance comparisons without prior written consent, or to circumvent licence restrictions.

The Customer is responsible for ensuring that its applications and use of the software comply with all applicable laws, including data protection, export control, intellectual property, telecommunications, surveillance, traffic, safety and industry-specific regulations.

6.3 Ownership

The Company and its licensors retain all intellectual property rights and other rights in and to the software components, SDKs, models, documentation, websites, trademarks, know-how and related materials. No rights are transferred to the Customer except for the limited rights expressly granted in these GTC or in an individual agreement.

The Customer retains all rights in its own applications, data, content, configurations and business processes, subject to the Company’s rights in its software components and materials.

6.4 Licence keys, activation and technical protection

The Company may provide licence keys, activation mechanisms, online validation, model downloads, update mechanisms or other technical protection measures. The Customer must keep licence keys and access credentials confidential and may not share them with unauthorised third parties.

If a licence key, activation mechanism or access credential is misused, compromised or used outside the agreed scope, the Company may block, replace or deactivate it, provided that this is proportionate and does not unreasonably impair lawful use.

6.5 Updates, versions and support

A licence is valid only within the scope, version, term, number of users, number of devices, environments, platforms, applications or other parameters specified in the applicable licence or offer. An unlimited licence term does not include a right to future versions, upgrades, maintenance or support unless expressly agreed.

The Company may provide updates, patches or new versions at its discretion. Updates may be subject to separate terms, technical requirements or fees. The Company may discontinue older versions, provided that mandatory legal obligations and individual agreements remain unaffected.

6.6 Trial, evaluation and free licences

Trial, evaluation, demo, beta, free or non-production licences may be limited in time, functionality, volume, output, watermarking, number of recognitions, platform support or other parameters. They may not be used for production purposes unless expressly permitted by the Company.

The Company may modify, suspend or terminate free, trial, beta or evaluation offerings at any time unless otherwise agreed.

6.7 Third-party components and open-source software

The software may include or interact with third-party components, open-source software, operating systems, frameworks, libraries, models, codecs or online services. Such components may be subject to separate licence terms, notices or restrictions, which take precedence for the relevant component where applicable.

The Customer is responsible for ensuring that its own distribution, deployment and use of third-party and open-source components complies with the applicable third-party terms.

7 Obligations of the Customer

The Customer must use the products and services only within the agreed scope and in accordance with these GTC, the applicable licence, documentation and applicable law.

The Customer is responsible for the accuracy and legality of all information, data and content it provides, uploads, processes or makes available in connection with the Company’s products and services.

The Customer is responsible for secure storage of access data, passwords, licence keys and credentials. The Customer must notify the Company without undue delay if it becomes aware of unauthorised use, loss or compromise of such data.

The Customer must ensure that it has all rights, consents, notices, legal bases and permissions required for data, images, video frames, licence plate data, barcode data, personal data or other content processed through applications using the Company’s software.

8 Withdrawal, cancellation and refunds

Unless expressly agreed otherwise, the exchange of products and the refund of issued licences, activated licences, downloads, digital content and services already provided are excluded to the extent permitted by law.

Mandatory consumer rights, statutory warranty rights and other mandatory legal rights remain unaffected. Where a statutory withdrawal right applies to digital content or services, the Customer acknowledges that such right may expire or be excluded where the Customer requests immediate performance and the law permits such exclusion.

9 Warranty and defects

The Company provides software, SDKs, models, documentation and services with reasonable care. However, unless expressly agreed otherwise, the Company does not warrant that the software, SDKs, models, recognition results, documentation, websites, downloads or services are error-free, uninterrupted, compatible with every system, suitable for a specific purpose or able to achieve specific business, recognition, security or compliance results.

The Customer must test the products and services before productive use and must implement appropriate safeguards, monitoring, backups, fallback procedures and human review where errors could lead to financial, legal, safety, operational or other significant consequences.

The Customer must notify the Company of defects without undue delay and provide reasonable information required to reproduce and analyse the issue. The Company may remedy defects by correction, workaround, replacement, update, documentation change or other reasonable measures.

10 Liability

To the maximum extent permitted by applicable law, the Company is not liable for indirect damages, consequential damages, loss of profit, loss of revenue, loss of data, loss of business, reputational damage, business interruption, wasted expenditure or third-party claims.

To the maximum extent permitted by applicable law, the Company’s total liability arising out of or in connection with a contract, licence, product or service is limited to the fees paid by the Customer to the Company for the affected product or service during the 12 months preceding the event giving rise to liability.

Nothing in these GTC excludes or limits liability for unlawful intent, gross negligence, death or personal injury, fraudulently concealed defects, mandatory product liability, or any other liability that cannot be excluded or limited under applicable law.

The Company is not liable for failures, errors, interruptions or damages caused by third-party systems, third-party software, hosting providers, payment providers, networks, customer hardware, customer infrastructure, customer applications, customer data, operating systems, frameworks or other components outside the Company’s reasonable control.

11 Data protection and confidentiality

The Company processes personal data in accordance with its privacy policy, which is available on the Company’s website. The privacy policy forms part of the information provided to Customers and affected persons but does not replace any data processing agreement where such an agreement is required by law.

Where the Company processes personal data on behalf of the Customer, the parties will enter into a separate data processing agreement if required by applicable data protection law. The Customer remains responsible for the lawfulness of its own processing activities and for informing affected persons about processing within its applications and systems.

Each party must keep confidential all non-public business, technical, financial and contractual information received from the other party and may use such information only for the performance of the contract. This obligation does not apply to information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law or by a competent authority.

12 Third-party services, links and integrations

The Company’s websites, products or services may contain links to external websites or may interact with third-party systems, services, software, hardware, APIs, payment providers, hosting providers or other integrations. The Company is not responsible for third-party content, availability, security, functionality or compliance unless expressly agreed.

The Customer is responsible for obtaining and maintaining any third-party accounts, licences, hardware, internet connections, API access, operating environments and permissions required for its own use case.

13 Term, suspension and termination

Contracts and licences run for the term specified in the applicable offer, licence, order confirmation or individual agreement. If no term is specified and the licence is not expressly limited in time, the licence may be used for an unlimited period within the agreed licence scope and version limitations.

The Company may suspend access, licence activation, downloads, updates or support if the Customer materially breaches these GTC, exceeds the licence scope, fails to pay due amounts, compromises security, infringes third-party rights, or uses the products or services unlawfully.

Either party may terminate a contract for cause if the other party materially breaches the contract and fails to remedy the breach within a reasonable period after written notice. The Company may terminate immediately where continued performance would be unlawful, technically impossible, security-relevant or unreasonable.

14 Force majeure

The Company is not liable for delays or failures caused by events outside its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, pandemics, labour disputes, power failures, internet outages, cyberattacks, failures of third-party providers, governmental measures or changes in law.

15 Amendments

The Company may amend these GTC from time to time. The current version is published on the Company’s website.

For future orders, renewals, downloads, licence activations or new contracts, the version in force at the relevant time applies. For ongoing contractual relationships, material amendments will be communicated in an appropriate form. If the Customer continues to use the products or services after the amended GTC become effective and does not object within a reasonable period, the amended GTC are deemed accepted to the extent permitted by law.

Amendments do not affect mandatory legal rights or individual written agreements unless expressly agreed.

16 Priority and severability

Individual written agreements, order confirmations, licence certificates, data processing agreements, support agreements or product-specific terms take precedence over these GTC to the extent they conflict with them. These GTC take precedence over previous general terms and conditions of the Company.

If any provision of these GTC is or becomes invalid, unlawful or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision will be replaced by a valid provision that comes as close as possible to the economic and legal purpose of the invalid provision.

17 Applicable law and jurisdiction

These GTC and all contracts governed by them are subject to substantive Swiss law, excluding conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

To the extent permitted by mandatory law, the exclusive place of jurisdiction is the competent court at the registered office of the Company in Switzerland. The Company may also bring claims against the Customer at the Customer’s domicile, registered office or any other competent court. Mandatory places of jurisdiction, in particular for consumers, remain unaffected.