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Terms and conditions

1. Scope of application

These General Terms and Conditions (‘GTC’) apply to all contracts between i-spring Systems AG, based in Switzerland (‘i-spring’), and its business customers (‘Customer’) for the delivery, installation and operation of systems for the electronic monitoring of springs and other components, as well as related software and data services. Any deviating or supplementary terms and conditions of the Customer shall only apply if i-spring expressly agrees to their validity in writing.

2. Subject matter of the contract

i-spring provides services for monitoring the condition and condition changes of springs and other components using sensor technology, data transmission and data evaluation. i-spring is solely responsible for providing the monitoring and evaluation services (‘Services’), but not for the delivery or quality of the monitored components themselves.

3. Role of i-spring – no product responsibility

The customer remains the sole manufacturer, distributor or operator of the monitored components and springs in the legal sense. i-spring assumes no responsibility for the design, dimensioning, selection, assembly, maintenance or operation of the monitored components, equipment or systems.

4. No guarantee and no warranty for monitored components and springs

For the monitored components and springs, i-spring expressly assumes:

  • no guarantee (in the sense of a voluntary assurance of certain properties or service life),
  • no warranty (liability for defects) and
  • no responsibility for functionality, service life, safety or suitability for a specific purpose.

All claims relating to material, design, fatigue, breakage, failure, corrosion, wear or other defects in the monitored components and springs must be made exclusively against the respective manufacturer, supplier or operator.

5. Scope of services and duty of care of i-spring

i-spring provides the services with the care customary in business transactions, but does not owe any specific success, in particular the absence of damage, failures or production downtimes.

The measurement data is evaluated on the basis of the agreed algorithms and models; adjustments, calibrations and limit values are agreed with the customer.

6. Obligations and cooperation of the customer

The customer is responsible for:

  • Selecting, designing, qualifying and certifying the monitored components and springs;
  • Proper assembly, installation, operation and maintenance in accordance with manufacturer's instructions and standards;
  • completeness and accuracy of the master data, parameters and operating conditions provided by them;
  • assessment and implementation of the notices, warnings or reports provided by i-spring within their own area of responsibility.

7. Liability of i-spring

To the extent permitted by law, i-spring's liability is limited as follows:

  • Liability for slight negligence, indirect or consequential damages (in particular loss of production, loss of profit, loss of data) and for damages resulting from defective components or springs is excluded.
  • i-spring is liable for gross negligence and intent in accordance with the statutory provisions.
  • The maximum liability per year and customer is limited to CHF 100,000, to the extent permitted by law.
  • i-spring shall not be liable for damages arising directly or indirectly from the application, attachment or removal of sensors, components or other i-spring systems on components, systems or vehicles, unless there is intent or gross negligence on the part of i-spring and no mandatory statutory liability provisions apply.

Mandatory liability standards (e.g. product liability law, personal injury) remain reserved.

8. Warranty for software and services

i-spring warrants that the software, platforms and interfaces provided will function in accordance with the performance description.

Errors that significantly impair use will be rectified within a reasonable period of time (bug fix, update, workaround). Further warranty rights are excluded to the extent permitted by law.

9. Data protection and data use

i-spring processes operating and sensor data exclusively for the purpose of providing services, improving algorithms and further developing products, insofar as this is contractually agreed and permitted under data protection law.

Personal data is processed in accordance with the applicable data protection regulations (in particular Swiss data protection law). Where the EU General Data Protection Regulation (GDPR) applies, i-spring also processes personal data in accordance with the GDPR and the revised Swiss Data Protection Act (revDSG).

10. Intellectual property

All rights to software, algorithms, evaluation models, platforms, sensor designs, reports and dashboards remain with i-spring.

The customer receives a non-exclusive, non-transferable right of use for the agreed contract period.

11. Prices and payment terms

The agreed prices (e.g. setup fee, annual service fee, licence models) apply.

Unless otherwise agreed, invoices are due for payment within 30 days net. In the event of late payment, i-spring may suspend services or block access.

12. Term and termination

  • Perpetual contracts end with a notice period of three months to the end of a contract year;
  • fixed-term project contracts end automatically upon expiry of the agreed term.

Good cause for termination without notice includes, in particular, repeated late payment, serious breaches of contract or unlawful use of the services.

13. Export control and compliance

The customer is responsible for complying with all applicable export, sanctions and compliance regulations in connection with the use of the monitored components, equipment and systems.

14. Applicable law and place of jurisdiction

These GTC and all contracts between i-spring and the customer are governed exclusively by Swiss substantive law, excluding conflict of law rules and international sales law agreements (in particular CISG).

The exclusive place of jurisdiction is – subject to mandatory statutory places of jurisdiction – the registered office of i-spring, Oetwil am See, Switzerland.

15. Final provisions

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

Amendments and additions to these GTC must be made in writing.