General Terms and Conditions of BMapp AG

1 Validity

These terms and conditions shall apply if the parties expressly or tacitly accept them. Changes are only effective if BMapp AG (hereinafter referred to as “BMAPP”) confirms them in writing.

2 Means of communication

The parties shall communicate with each other verbally, in writing or by electronic data exchange. Letters, minutes, drawings, plans, e-mails and other forms of transmission that enable proof by text or image are deemed to be in writing. In writing means that a handwritten signature or a corresponding qualified electronic signature is required.

3 Scope of services

The scope and execution of the products and services shall be governed by the order confirmation or, in the absence thereof, by BMAPP’s offer. Services that are not expressly warranted there, namely consulting, customizing, training and application support, are not part of the scope of services.

4 Place of fulfillment

Unless a specific place of performance has been agreed, BMAPP may provide the services at its registered office. If BMAPP provides services at another location, the customer shall reimburse the travel and accommodation costs.

5 Obligation of the customer to provide information

The customer must inform BMAPP in good time of any special technical requirements as well as of the legal, official and other regulations at the place of destination, insofar as they are of importance.

6 Documentation

If the customer requires documentation in special forms or in non-existent languages, this must be agreed separately. Deviations in the documentation, namely in descriptions and illustrations, are permissible provided the documents fulfill their purpose.

7 Software and know-how

The customer may use the software, work results, know-how, data carriers and documentation provided within the scope of the license conditions. In the absence of such rights, and if the scope of the rights of use cannot be inferred from the purpose of the transfer, the customer and his customers only have the right to use the corresponding products, but not to sell, distribute, reproduce, extend or modify them independently. Ownership and the right to further use shall remain with BMAPP or its licensors, even if the customer subsequently modifies the computer programs, work results or know-how records. The customer shall take the necessary measures to protect computer programs, work results and documentation from unwanted access or misuse by unauthorized persons. The customer may make the necessary backup copies. He must label them accordingly and store them separately and securely.

8 Use

The customer is responsible for the use of the services and the combination with other products, in particular with IT or electrical devices and systems. He must exercise the necessary care and observe all instructions of the manufacturer and BMAPP. The customer is obliged to pass on all information relevant to safety to the users in a suitable form.

9 dates

Only dates confirmed in writing are binding. Such dates are extended appropriately,

  1. if BMAPP does not have the information it needs for execution
    in good time, or if the customer subsequently changes them;
  2. if the customer is in arrears with the work to be carried out by him or with the fulfillment of his contractual obligations.
    is in default, in particular if he does not comply with payment terms;
  3. if obstacles arise that are outside the responsibility of
    BMAPP are like natural events, mobilization, war, riots,
    Epidemics, accidents and illness, significant operational disruptions,
    labor disputes, delayed or faulty deliveries and
    official measures.

BMAPP may make partial deliveries. In the event of delays, the customer shall grant BMAPP a reasonable period of time for subsequent fulfillment. If the grace period is not complied with and a further delay is unreasonable for the customer, he may declare the contract avoided, provided he notifies us within three working days of the expiry of the grace period. If BMAPP is demonstrably responsible for the delay, the customer is entitled to compensation for the actual damage despite subsequent fulfillment or cancellation of the contract. Compensation is limited to one percent per week, up to a maximum of ten percent, based on the value of the delayed delivery. Further claims arising from delays in delivery are excluded.

10 Decrease

Unless a special acceptance procedure has been agreed, the customer shall inspect all services himself. Immediately upon receipt of the service, the customer also checks the services for further defects. The customer must report any defects immediately in writing. The services are deemed to have been accepted if they are used commercially for more than twenty working days. Hidden defects that could not have been discovered during a proper inspection must be reported in writing immediately after discovery.

11 Defects

BMAPP warrants that it will exercise due care and that its services will fulfill the warranted characteristics. Furthermore, it shall be liable for suitability to the extent that the customer informed it in writing of the use prior to conclusion of the contract. BMAPP does not guarantee the results that the customer wishes to achieve with the products and services. BMAPP is also not liable for damages resulting from their use. Excluded from liability for defects are errors and malfunctions for which BMAPP is not responsible, such as incorrect information provided by the customer, force majeure, improper handling, interventions by the customer or third parties in the system, unsuitable equipment or malfunctions caused by the means of communication used. The customer shall not assert any claims due to an insignificant defect. In particular, defects are insignificant if they do not impair the use of services. In the event of significant defects, the customer must grant BMAPP a reasonable grace period to remedy the defect (rectification). BMAPP shall rectify the defects at its discretion on its premises or at the customer’s premises, who must grant it free access for this purpose. The costs of travel and accommodation shall be borne by the customer. The warranty and limitation periods are twelve months. They are not interrupted by the recognition or rectification of a defect. If the defect cannot be rectified, the customer shall be entitled to an appropriate price reduction. He may only declare the contract avoided if acceptance of the services is unreasonable. If BMAPP is demonstrably responsible for the defect, the customer shall be entitled to compensation for the actual damage, but not more than five percent of the value of the defective delivery, despite rectification of the defect, price reduction or termination of the contract. Compensation for loss of profit and other financial losses is completely excluded.

12 more liability

BMAPP shall be liable within the scope of its liability insurance for further personal injury and property damage demonstrably caused to the customer through the fault of BMAPP. Further claims, in particular for the conduct of auxiliary persons, are excluded.

13 Prices and terms of payment

Unless otherwise stated, prices are quoted in Swiss francs excluding VAT, duties, packaging, insurance, permits, certifications, installation, commissioning, training and application support. They are due for payment net within thirty days of invoicing. The customer may only offset counterclaims with the written consent of BMAPP. If the customer does not meet the payment deadline, he must pay default interest of ten percent per year from the due date without a reminder. In the event of late payment, BMAPP may declare that all payments arising from the business relationship with the customer, even if they do not originate from the same legal relationship, shall become due immediately; set the customer a reasonable grace period for all payments due and, if the customer does not pay the entire amount due within this period, declare the termination of the contracts and reclaim the services delivered; make the further fulfillment of services (including rectification of defects), even if they do not originate from the same legal relationship, dependent on suitable securities from the customer, including advance payment.

14 Discretion

Neither party shall disclose to third parties any information from the other party’s business that is neither generally accessible nor generally known and shall make every effort to prevent third parties from gaining access to such information. On the other hand, each party may continue to use the knowledge it acquires in the course of its traditional business activities. The parties shall also impose this confidentiality obligation on their employees, staff and agents. Choice of law and place of jurisdiction This legal relationship is subject to Swiss law. The place of jurisdiction is the registered office of BMAPP in Zurich. BMAPP may also appeal to the court at the customer’s domicile.

Version 2.2 / March 2020

General Terms and Conditions for the app.bmapp.com tool from BMapp AG

1 Scope of application

These General Terms and Conditions (“GTC”) govern the rights and obligations in the relationship between BMapp AG (“BMAPP”) and natural or legal persons (“Customers”) who purchase or use services from BMAPP for a fee or free of charge (“Contract”). “BMAPP” is a collaboration platform for the entire construction process, available at www.BMAPP.ch or app.BMAPP.com. Other general terms and conditions shall not apply. The current version of the GTC can be found at www.BMAPP.ch and can be ordered in writing from BMAPP at any time. The GTC form an integral part of the other contractual provisions. “Other contractual provisions” are individual contracts or additional contractual components agreed between BMAPP and the customer. In the event of contradictions
the other contractual provisions shall take precedence over the GTC.

2 Conditions of use, conclusion of contract and
Confirmation of the customer

As soon as a natural or legal person uses a service, a contract is created between BMAPP and the customer. Creating a customer account on BMAPP creates a contract between the customer and BMAPP. The possibility of using chargeable services does not constitute an offer, but an invitation to the customer to submit an offer. By transferring the agreed service amount, the customer submits an offer to conclude a contract for the use of the service. BMAPP accepts this offer from the customer by providing the services. Only the acceptance by BMAPP creates a contract between the customer and BMAPP for these services. The customer is obliged to fill in and disclose all personal details truthfully and completely. The customer is obliged to keep all information true for the entire duration of the contract and to complete or correct it if necessary. By using the services, the customer declares that he/she is of legal age.

3 Customer license

BMAPP grants the customer the non-exclusive, non-transferable, freely revocable right to use BMAPP for the duration of the contract to the extent described here and as offered. The customer is prohibited from using more users than user licenses or copying parts thereof, reverse engineering, distributing, storing (unless technically necessary for proper use), editing, modifying and offering or transferring to third parties for a fee or free of charge.

4 Rights and obligations of customers

By using BMAPP, each customer guarantees that he is entitled to use the services of BMAPP on the basis of his nationality, the legislation of his place of residence or domicile. Customers must fill in all personal details truthfully and keep them true. Customers may not use pseudonyms. When using visual identifiers such as photos, company and company logos, customers must ensure that they only use complete and correct identifiers. The customer undertakes to make lawful use of goods or personal data protected by intellectual property rights and is responsible for this. BMAPP cannot be held liable for any resulting infringements of intellectual property rights. The customer shall indemnify and hold BMAPP harmless. Customers are responsible for the accuracy of all data under their control. BMAPP must be used in good faith and in accordance with applicable law. BMAPP may only be used for its intended purpose. Prohibited are among others:

  • Offensive or defamatory content,
  • Illegal, pornographic, violence-glorifying, abusive, immoral and similar content,
  • SPAM,
  • Use of intellectual property rights without the consent of the entitled party,
  • Spread of viruses etc.,
  • Use outside the intended use,
  • disseminate information on BMAPP that is required for contractual

obligations to other customers, BMAPP or third parties are classified as confidential or constitute a breach of official or professional secrecy. BMAPP may exclude customers who commit prohibited acts or who must be assumed to be preparing or committing such acts and discontinue its service to them. The customer shall not be entitled to compensation or reimbursement of payments made in advance. Customers must ensure that they only use their own customer account and must ensure that no other person can use the customer account under their name. You must choose a secure password, keep it safe and keep it secret. Natural persons who communicate on BMAPP on behalf of legal entities and manage the customer account of legal entities must always ensure at the time of use that they are authorized to use BMAPP on behalf of the legal entity.

5 For chargeable services

The customer must pay invoices for chargeable services in full within 10 days or the payment period individually specified by BMAPP without any deductions. After expiry of this period, the customer shall be in default without a reminder. Customers shall bear all costs (including reminder fees) incurred by BMAPP as a result of late payment. BMAPP may claim default interest in the amount of 5%. In the event of default by the Customer, BMAPP is entitled to discontinue services in whole or in part, to return the Customer to a free usage model or to make them dependent on the provision of security until its claims have been settled or secured, or to terminate all contracts with the Customer. If the customer does not pay his invoice or does not ensure its fulfillment within the grace period set by BMAPP, BMAPP is entitled to suspend or refuse any further service to the customer, to terminate contracts extraordinarily and to assert all further claims. BMAPP also reserves the right to transfer and/or assign the claim and the associated documents and information to third parties for collection purposes.

6 Warranty

BMAPP shall provide the service within the scope of its technical, legal and economic possibilities in accordance with the recognized standards and shall endeavour to provide it in the best possible way. However, BMAPP does not guarantee that the services will function without interruption or disruption. The occurrence of a service interruption does not constitute an important reason for termination within the meaning of these GTC. The warranty is excluded in the event of an interruption in service due to force majeure. Customers can request support via the BMAPP website. There is no obligation to provide support. BMAPP may stipulate that support services are subject to a charge.

7 Maintenance work and data backup

BMAPP regularly accesses its infrastructure to maintain or improve its services. The services may be interrupted temporarily. In emergency situations, to rectify faults or carry out urgent maintenance work, access can be made at any time. As far as possible, BMAPP shall inform customers in advance of potential service interruptions. The customer is responsible for backing up his data. The customer must order the archiving of business-relevant data himself. BMAPP has no obligation to archive the customer’s data or to make backup copies of it.

8 Liability

BMAPP shall be liable without limitation for direct damage and personal injury caused intentionally or through gross negligence by itself or its auxiliary persons. Liability for direct damage caused by negligence or indirect or consequential damage, such as loss of profit or damage from loss of data, is excluded in full. BMAPP’s liability for damage caused by force majeure is also excluded. If a state of force majeure lasts for more than four weeks, BMAPP shall be entitled, subject to statutory provisions, to withdraw from the contract without further ado. Any additional expenses will be invoiced at the rates applicable at the time. Force majeure includes events beyond the control of BMAPP, such as official import or export restrictions, warlike events, terrorist activities, general mobilization, riots, sabotage, fire, floods, etc. Legal entities that have a customer account are fully liable to BMAPP and third parties for actions on BMAPP by natural persons who have a customer account and are identified as employees of the legal entity on BMAPP.

9 Intellectual property rights

All intellectual property rights relating to BMAPP’s services shall remain with BMAPP or the authorized third parties. If the rights belong to third parties, BMAPP guarantees that it has the corresponding rights of use and distribution. During the term of the contract, the customer receives the non-transferable, non-exclusive right to use and utilize the services, which can be revoked by BMAPP at any time. The content and scope of this right are determined on a case-by-case basis by the other contractual provisions. The customer recognizes and protects the intellectual property of BMAPP and its suppliers. The customer obtains services from BMAPP in the sense intended for the respective service. If a third party asserts or should assert claims against the Customer for infringement of an intellectual property right, the Customer must immediately notify BMAPP in writing and without delay of such infringement notices or claims. The customer waives any warranty or liability claims against BMAPP. BMAPP excludes any liability for infringements of intellectual property rights.

10 Data protection

BMAPP undertakes to comply with the applicable data protection regulations and to process data carefully. Personal data is only processed with the customer’s consent. The customer who records a ghost guarantees to BMAPP that the ghost has expressly given its consent to data processing by the customer on BMAPP and by BMAPP before recording its data. “Ghosts” are natural or legal persons who are granted access to certain areas on BMAPP by customers making use of this function for the benefit of ghosts. Ghosts have read-only rights. Ghosts have no contractual relationship with BMAPP and have no legal claim to services. BMAPP is not obliged to provide Ghost with any warranty or liability. BMAPP hosts its customer data in Switzerland. If a customer uses services from outside Switzerland, he agrees that his personal data will be processed in Switzerland; BMAPP does not disclose any customer data outside Switzerland. BMAPP has not activated any restriction of the use of its services to certain countries. The services can generally be accessed worldwide. For certain services within BMAPP, personal data may be sent to service providers abroad (e.g. session data). BMAPP processes the customer’s personal data for the following purposes

  • to check the requirements for the conclusion of a contract,
  • to fulfill contractual obligations towards the customer
  • for the maintenance and development of the user interface
  • for customer validation
  • to prevent the unlawful use of benefits
  • for invoicing
  • for financing and collection purposes
  • for the preparation of creditworthiness and credit reports or
  • for the provision of services with third-party suppliers. Customers who are natural persons and about whom BMAPP processes personal data also have the right to
  • to obtain information about the processing of their personal data,
  • to authorize incorrect personal data,
  • to demand that personal data be deleted,
  • to request the processing of personal data
    if the customer has other rights at the same time
    to which it is entitled under data protection law,
  • to request the transfer of personal data,
  • their consent to the processing of personal data
    to revoke.

The right to erasure is restricted in relation to project-related data and mandatory statutory data retention provisions that make it impossible for BMAPP to erase the requested personal data. The lawful exercise of one of the aforementioned rights may result in BMAPP having to cease providing its services to the customer exercising the right, for example if, as a result of revoked consent to the processing of personal data, the services can no longer be provided because BMAPP has no other justification for processing this data. Customers who exercise a right and BMAPP is thereby forced to discontinue its service to the customer are not entitled to a refund of paid services. Personal data is deleted as soon as it is no longer required for the purpose for which it was collected. Legal regulations, in particular the retention regulations on business relationships, may oblige BMAPP to retain personal data for longer. After 10 years have elapsed since the purpose for which the personal data was collected ceased to exist, it will be deleted. Personal data processed in connection with existing projects will be deleted no later than 10 years after the end of the project.

11 Contract duration and termination

If the contractual relationship is not terminated in good time by either contracting party, it shall be automatically extended by a (possibly further) fixed subsequent term of one year in each case, unless the contracting party receives notice of termination by e-mail to info@bmapp.ch at least 3 months before the end of the minimum term (or at the end of the subsequent term). If the customer books additional modules during the term, the term of these modules ends at the same time, regardless of the booking date of the modules. The costs for these modules are calculated pro rata on the basis of the remaining term of the main license. If the customer extends the main license, the terms of the booked modules will also be extended accordingly, unless they are terminated separately. The costs for the modules are then calculated according to the full term of the main license. This means that the costs for the modules are calculated in proportion to the total term of the main license when it is extended. For example, if the main license is extended for a further year, the costs for the modules will be charged for this additional year.

12 Transfer

Rights or obligations arising from individual contracts may only be transferred by the customer with the prior written consent of BMAPP. BMAPP is entitled to transfer rights and obligations or the entire contract to third parties without the Customer’s consent.

13 Other provisions

All legally relevant declarations, amendments and ancillary agreements must be made in writing to be valid or must be made using the functions provided on BMAPP. BMAPP may amend the GTC at any time without the customer’s consent. BMAPP shall inform the customer of any changes to the GTC in good time. The revised GTC shall apply to all past and future contractual relationships between BMAPP and the customer from the date of their entry into force by publication on the BMAPP or BMAPP website. Without termination by the customer, the new GTC shall be deemed to have been tacitly accepted. In the event of a significant disadvantage for the customer, the customer has the right to terminate the contract as of the date of the amendment to the GTC. Should individual provisions be or become ineffective or invalid, the validity and effectiveness of the remaining provisions shall remain unaffected. In such a case, the invalid provision must be interpreted or supplemented in such a way that the intended purpose of the provision is achieved as far as possible.

14 Applicable law and place of jurisdiction

This contractual relationship shall be governed exclusively by Swiss law, with the express exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on April 11, 1980), the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (Lugano Convention, LugÜ) and the Swiss Federal Act on Private International Law (IPRG). The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Zurich, Canton of Zurich, Switzerland.

The contractual and procedural language is German.
Zurich, January 2024

Version 1.3

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