Terms & Conditions

These Terms and Conditions ("Terms") of IT Services Schneeberger, sole proprietorship, owner Alain Schneeberger, Kaffeestrasse 6a, 8180 Bülach, Switzerland ("Provider"), govern all contracts for the provision and use of the Audhive software.

These Terms apply exclusively to business customers and legal entities. Contracts with consumers are excluded.

Conflicting or deviating terms and conditions of the Licensee are not accepted, even if the Provider does not expressly object to them.

The contract is concluded upon the Licensee's written acceptance of a Provider offer, or upon payment of the license fee — whichever occurs first. By concluding the contract, the Licensee confirms having read, understood, and accepted these Terms in their entirety.

Any amendments, supplements, or individual agreements deviating from these Terms require written form and express written confirmation by the Provider to be effective. This written-form requirement may itself only be waived in writing.

The subject matter of this contract is the provision of the on-premise software Audhive ("Software") as a perpetual use license, and optionally an annual update subscription.

The Software is an on-premise solution operated exclusively on the Licensee's own infrastructure. Cloud-based operation or hosting by the Provider is not part of this contract.

No Compliance Guarantee: The Software is a tool for compliance documentation and audit management. It does not constitute legal advice and does not guarantee or certify compliance with any regulatory, legal, or certification requirement, including but not limited to ISO 27001, GDPR/DSGVO, NIS2, or similar frameworks. The Licensee is solely responsible for determining whether the Software meets its specific regulatory obligations.

Prohibited Uses: The Software may not be used in safety-critical environments or applications where failure could result in personal injury, loss of life, or severe property damage, including medical devices, nuclear facilities, aviation systems, critical infrastructure control systems, or financial market infrastructure. Any such use is expressly prohibited.

By purchasing, the Licensee acquires a non-exclusive, non-transferable, perpetual license to use the version of the Software current at the time of purchase ("Perpetual License").

The scope of the license (number of tenants, user licenses) is determined by the respective order. Use beyond the licensed scope is not permitted.

Transfer, assignment, sublicensing, or leasing of the license to third parties is prohibited without the Provider's express written consent.

MSP Exception: Managed Service Providers may operate the Software for their own clients within their license scope, provided this is explicitly agreed in the order.

Software updates, bug fixes, security patches, and new features are provided exclusively as part of an active annual update subscription.

The update subscription is invoiced annually in advance and renews automatically for another year unless cancelled in writing at least 30 days before expiry.

The Provider is under no obligation to provide updates at any specific frequency or scope. The Licensee has no entitlement to specific features, functions, or compatibility extensions.

After cancellation, the Licensee retains the right to use the last received version. No entitlement to further updates exists.

If the Licensee cancels the update subscription or allows it to lapse through non-payment, reinstatement is only possible on the following terms:

The Provider reserves the right to decide at its sole discretion which option is offered. The Licensee has no right to reinstatement.

Early cancellation within a subscription year does not entitle the Licensee to a pro-rata refund.

The Software is provided as a digital installation package to the Licensee's email address or a download channel designated by the Provider.

Installation, configuration, and ongoing operation are the sole responsibility of the Licensee. The Provider does not provide installation services unless separately agreed in writing.

If delivery exceeds 10 business days after payment without notice, the Licensee may set a grace period of a further 10 business days.

All prices are in Swiss Francs (CHF) exclusive of any applicable value added tax.

Invoices are due within 30 days of the invoice date, net and without deduction.

In the event of late payment, the Provider is entitled to:

• a)charge default interest of 5% p.a. from the due date;
• b)suspend access to updates, download channels, and support services;
• c)revoke the license if arrears exceed 60 days and remain unpaid despite a payment reminder.

Price changes for the update subscription will be communicated at least 60 days before renewal.

The Software is provided "as is". The Provider makes no express or implied warranties regarding the Software's freedom from defects, completeness, security, or fitness for any particular purpose.

The Provider shall not be liable — whether for direct, indirect, incidental, special, or consequential damages — arising from use or inability to use the Software, including but not limited to:

• a)data loss or data corruption of any kind;
• b)security incidents, unauthorized access, or data breaches;
• c)business interruption, loss of profit, or revenue loss;
• d)damage caused by inadequate configuration or administration by the Licensee;
• e)incompatibilities with the Licensee's infrastructure.

The Provider's total aggregate liability is limited to the license fees actually paid by the Licensee in the relevant license year.

These liability limitations do not apply in cases of gross negligence or willful misconduct by the Provider.

Security Vulnerabilities: The Provider makes no warranty that the Software is free from security vulnerabilities, bugs, exploits, or weaknesses — whether known or unknown at the time of delivery. The Licensee assumes full and sole responsibility for securing its own infrastructure, conducting independent security assessments, and implementing appropriate compensating controls. The Provider shall bear no liability whatsoever for any damage arising from the exploitation of security vulnerabilities in the Software, regardless of whether such vulnerabilities were disclosed, known, or foreseeable.

Indemnification: The Licensee shall indemnify, defend, and hold harmless the Provider and its owner, representatives, and agents from and against all third-party claims, damages, liabilities, losses, costs, and legal fees arising from: (a) the Licensee's use or misuse of the Software; (b) any breach of these Terms by the Licensee; (c) violation of applicable law by the Licensee; (d) claims brought by the Licensee's employees, clients, subcontractors, or data subjects in connection with the Licensee's use of the Software.

As the Software operates exclusively on-premise on the Licensee's own infrastructure, sole responsibility for protecting all data lies with the Licensee.

The Licensee is specifically responsible for:

• a)compliance with all applicable data protection laws (including Swiss FADP, GDPR);
• b)adequate security of its infrastructure against unauthorized access;
• c)regular data backups;
• d)correct configuration of access rights and user roles within the Software.

For contract processing purposes, the Provider processes contact data of the Licensee. This data is not disclosed to third parties.

The Software, including all source code, designs, texts, graphics, database schemata, and trademarks, is the exclusive property of the Provider and protected by applicable copyright law.

The Licensee receives solely the right of use described in § 3. All other rights remain with the Provider.

Without the Provider's written consent, the following are prohibited:

• a)reverse engineering, decompilation, or disassembly;
• b)creation of derivative works or modification of the Software;
• c)removal or alteration of copyright notices;
• d)use of the "Audhive" trademark or related marks for commercial purposes.

The Perpetual License has no fixed term. The Licensee may terminate by ceasing use at any time; no refund of the license price will be made.

The update subscription renews automatically (see § 4.2).

The Provider is entitled to revoke the license with immediate effect if the Licensee:

• a)materially breaches these Terms and fails to remedy the breach within 14 days of written notice;
• b)transfers or sublicenses the Software contrary to § 3.3;
• c)becomes insolvent or insolvency proceedings are commenced.

Consequences of License Violation: In the event of unauthorized use beyond the licensed scope, prohibited use under § 2.4, or any other material breach of the license, the Provider is entitled to: (a) immediately suspend access to all update channels and support services; (b) demand a contractual penalty of three times the applicable annual license fee per violation without prejudice to further damages; (c) revoke the license and demand immediate cessation of use and deletion of all Software copies. The Licensee shall bear all costs of enforcement, including legal fees.

The Provider reserves the right to amend these Terms at any time.

Changes will be communicated by email or via audhive.io at least 30 days before taking effect.

If the Licensee does not object in writing within 30 days of notification, the new Terms are deemed accepted. The right of objection will be expressly noted in the notification.

These Terms and all legal relationships arising from them are governed exclusively by the laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.

The exclusive place of jurisdiction is Bülach, Canton of Zurich, Switzerland.

Should any provision be wholly or partially invalid or unenforceable, this shall not affect the remaining provisions. The invalid provision shall be replaced by a valid one closest to its economic purpose.

These Terms apply in their current version as published on audhive.io.

Entire Agreement: These Terms, together with any written order documentation, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior negotiations, representations, warranties, proposals, and agreements — whether oral or written.

Force Majeure: The Provider shall not be liable for any delay or non-performance of its obligations caused by circumstances beyond its reasonable control, including acts of God, cyberattacks on third-party infrastructure, natural disasters, pandemics, governmental actions, power outages, or failures of telecommunications providers.

Feedback: Any suggestions, ideas, feature requests, or other feedback provided by the Licensee to the Provider ("Feedback") may be used, incorporated, and commercialized by the Provider without restriction, compensation, or attribution. The Licensee irrevocably waives any intellectual property claims in such Feedback.

License Audit: The Provider may request written confirmation from the Licensee of its actual use (number of tenants, users) to verify compliance with the licensed scope. The Licensee shall respond within 14 days. If actual use exceeds the licensed scope, the Provider is entitled to invoice the difference retroactively for up to 24 months.

No Waiver: Failure or delay by the Provider to exercise any right or remedy under these Terms shall not constitute a waiver of that right. No single or partial exercise of a right precludes its further or future exercise.