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General Terms of Use

GENERAL TERMS AND CONDITIONS FLYBOTIX (DECEMBER 2025)

 

  1. General provisions

1.1 The legal relations between Flybotix SA, CHE-352.588.973 (Flybotix) and any purchaser (the Purchaser) of supplies and/or services of Flybotix
(the Supply or Supplies) shall exclusively be governed by these general terms and conditions (the General Terms and Conditions), unless otherwise agreed explicitly by Flybotix and the relevant Purchaser. Purchaser’s general terms and conditions only shall apply to the extent that Flybotix expressly consents to them in writing.
1.2 The provision of software programs and related products and services delivered by Flybotix to the Purchaser via a software-as-a-service and/or licensing methodology (the Software Services) shall be governed solely by the Flybotix’s Software Platforms General Terms and Conditions enclosed hereto (the Software Platforms GTC), excluding these General Terms and Conditions. For the avoidance of doubt, in the event of a conflict or contradiction between the provisions of these General Terms and Conditions and the Software Platforms GTC, the Software Platforms GTC will take precedence regarding the Software Services.
1.3 Any information contained in advertising brochures and/or advertising catalogues as well as illustrations are nonbinding. Data contained in technical documents shall only be binding to the extent that these documents are attached to the Order Confirmation (as defined below) as an annex and in addition are explicitly stated to be of guaranteed quality. Such guarantee shall be valid only until the end of the warranty period.
1.4 The contract shall be deemed concluded upon acceptance of an order by Flybotix (Order Confirmation), which has to be declared by mail, fax or electronically and which shall also be valid without signature. The scope of any Supply owed by Flybotix shall result exclusively from the Order Confirmation and its annexes.
1.5 Flybotix shall be entitled to transfer rights and duties under the contract to third parties.
1.6 Tools and equipment used in relation with the Supplies shall be the sole property of Flybotix, even if the Purchaser pays for such tools and equipment, and Flybotix shall be entitled to deal with the tools and equipment at Flybotix’ discretion.

 

  1. Warranty | Undertakings

2.1 Flybotix shall warrant exclusively that Supplies are new and unused at the time of passing of the risk, correspond to Flybotix’ standards and to agreed technical specifications, if any, and that during the warranty period the Supplies are free from defects which are due to defective components or defective and/or inferior processing by Flybotix.
2.2 The warranty period is 12 (twelve) months from passing of the risk. Repair or replacement shall not prolong the original warranty period.
2.3 Flybotix shall make no representations of warranties or remedies whatsoever (a) for software supplied by Flybotix; (b) for Supplies which are delivered by Flybotix but manufactured by third parties; (c) for defects not solely caused by Flybotix; (d) if (i) deviations from the agreed specifications of the Supplies are unsubstantial or if a defect impairs the usability of the respective Supply only insignificantly; or (ii) defects are due to natural wear and tear, unforeseeable events or damage occurring after the passing of the risk, faulty or negligent treatment, unusual physical strain or electronic load, excessive use, misuse, incorrect use, neglect, use with unsuitable accessories, improper installation or packaging, installation not carried out by Flybotix, inappropriate building ground or particular external influences which are not explicitly stated in the contract as having an impact on Supplies or if they are due to repairs or alterations being carried out by any party other than Flybotix; or (iii) Supplies are modified by the Purchaser, the Purchaser’s customers or end users after the delivery by Flybotix or if possible seals of warranty were removed or altered by the Purchaser, the Purchaser’s Purchasers or end users; or (iv) any defect or damage is attributable to customers faulty design of the Supplies and/or any parts thereof or attributable to work which has been carried out in compliance with the requirements and specifications of the Purchaser; (e) with respect to prototypes, preproduction parts or test samples, as well as (f) in the case of any defect or damage which is attributable to supply parts, tools or test provided or made available by the Purchaser or manufactured or procured by Flybotix in accordance with the instructions of the Purchaser; the responsibility for the dimensional accuracy and the functionality of supply parts shall exclusively be borne by the Purchaser. Any defects recognized by Flybotix will be notified to the Purchaser.
2.4 Provided that a defect of a Supply is solely caused by Flybotix, Flybotix shall provide warranty in its sole discretion and sole remedy by repairing or replacing the Supply. Flybotix’ liability and warranty with respect to any defect arising from any component shall be limited to the compensation and warranty received by Flybotix from the respective component supplier. Purchaser’s rights of cancellation, rescission and termination shall be excluded.
2.5 In the event of an epidemic failure, the Parties shall cooperate in order to identify its cause, the number of Supplies affected and the required measures. Epidemic failure in this meaning are defects with an identical root cause and which occur in more than 10% (ten per cent) of the Supplies of the past 6 (six) months, provided that the delivered minimum quantity of defective Supplies affected by the same epidemic failure exceeds 10 (ten) pieces within the warranty period. The total aggregate liability of Flybotix for epidemic failures shall not exceed the following: In the case of an epidemic failure, defective Supplies shall, in Flybotix’ sole discretion, cost and expense, and sole remedy, be repaired or replaced. In the case of an epidemic failure, the liability of Flybotix shall in all cases be limited to 3% (three per cent) of the last 6 (six) months’ turnover realized by Flybotix for the respective Supply.
2.6 Delivery items complained about must be sent to Flybotix on request. As Supplies are replaced, replaced Supplies shall become the property of Flybotix unless Flybotix renounces to the transfer of ownership. 

 

  1. Liability

3.1 Subject to the mandatory legal provisions and the ones expressly stated under Section 2 above, all rights and claims of the Purchaser against Flybotix, its bodies, shareholders, employees, affiliates, agents or any persons with whom it performs its obligations, its subcontractors, suppliers and designees for whatever legal ground shall be excluded to the maximum extent permitted by applicable law, especially, but not limited to, claims based on loss of production, damage caused by delays, loss of use, loss of or damage to data or data storage media, costs for recovery of lost or damaged data, lost profit and other direct, indirect or consequential damage even if the possibility of such damage has been expressly pointed out to Flybotix.
3.2 Enforceable Purchaser claims shall be limited to 5% (five per cent) of the Purchaser’s payments to Flybotix during the preceding 6 (six) months for the specific Supply under the respective individual contract. Parties are free to furnish proof of lower damage.
3.3 Subject to the warranty provisions as per Section 2.2 above, any possible Purchaser’s claim for damages shall become time-barred within 12 (twelve) months after arising. The same shall apply to Purchaser’s claims in connection with damage control (e.g. product recalls).

 

  1. Third-party claims

The Parties shall inform each other immediately if they become aware that, in relation to the Supplies or the contractual relationship of the Parties, claims have been raised against any or both of them, proceedings have been instituted, or actions brought which relate to any or both Parties. The Parties undertake to reasonably support each other in defending against such claims, proceedings or actions. In the case of direct claims of third parties against Flybotix, the Purchaser has to indemnify Flybotix to the extent that the claim exceeds the agreed maximum thresholds for warranty or liability.

 

  1. Prices, modification of contract, terms of payment

5.1 Prices are ex works (except if noted differently on the quote or bill), excluding packaging and VAT in the respective legal amount owed. All costs not expressly included in the price (e.g. for customs, export, transit, import and other approvals and certifications) shall be at the expense of the Purchaser; on request of Flybotix, the Purchaser shall make available a freely clearable advance in the corresponding amount.
5.2 All prices are stated subject to the prerequisite that no general terms and conditions other than these General Terms and Conditions apply in the relationship between the Parties. If this is not the case, Flybotix shall be entitled to adjust the prices.
5.3 Flybotix shall be entitled to adjust the prices and conditions to changed circumstances, in particular if (a) the Purchaser requests changes or additions subsequently; (b) (i) the documents and information made available by the Purchaser are incomplete or (ii) do not correspond to the actual conditions; (c) the underlying conditions for the pricing (in particular monetary parities or material prices) significantly change between the time of the offer and the agreed date of performance.
5.4 Unless otherwise agreed, invoices of Flybotix shall be due for payment immediately. Payments are to be made to the bank account named by Flybotix, without deduction of out-of-pocket expenses, taxes, charges, fees, customs and the like and any cash discount which has not been agreed upon. Payments shall only be deemed as effected when Flybotix can dispose of the amount without restrictions.
5.5 If the Purchaser has not effected payment by the due date, the Purchaser shall be in default without warning and Flybotix shall be entitled, without prejudice to further claims, (a) from the time of maturity, to charge default interest amounting to 8 (eight) percentage points above the respective rate of discount of the Swiss National Bank, but not more than the maximum amount permitted by law or (b) to rescind the contract and claim damages.
5.6 In the case of discontinuation of payments by or application for opening of insolvency proceedings against the Purchaser, all claims of Flybotix vis-à-vis the Purchaser under the business relation, including claims for damages, shall become due for payment immediately. In addition, the Purchaser shall irrevocably waive any possible defense of limitation for such a case and Flybotix shall accept such waiver. Furthermore, Flybotix shall be entitled at its own discretion to terminate the business relationship completely or in parts without notice and to claim damages.
5.7 The Purchaser may claim offsetting, liens and rights of retention only in respect of uncontested or legally ascertained counterclaims.
5.8 Flybotix shall be entitled to claim from the Purchaser compensation for all costs in connection with the tracking of any defects and malfunctions notified by the Purchaser if they cannot be found or reproduced by Flybotix.

 

  1. Period of delivery; default

6.1 An agreed period of delivery shall start only when a written order has been received by Flybotix and is available for reference with regard to which all technical and commercial aspects have been clarified, all significant technical matters have been finally clarified, supply parts have been made available in an impeccable and timely manner and all official formalities such as, for example, import, export, transit and payment permits have been obtained and/or met. Flybotix shall be entitled to effect partial Supplies and to make excess or short Supplies within a scope of up to 10%, but at least 1 (one) piece.
6.2 If a delay is not exclusively at the fault of Flybotix, the periods shall be extended reasonably but at least by the duration of the delay. This shall apply in particular, but not exhaustively, if (a) Flybotix does not receive information, approvals and releases which are needed for fulfilling the contract in good time; (b) the Purchaser or third parties involved by the Purchaser is/are in arrears with the work to be performed by them or with the performance of contractual duties, in particular if the Purchaser does not comply with the terms of payment; (c) if Flybotix itself is not supplied by its suppliers in good time or is supplied improperly.
6.3 Exceeding a date of delivery shall not entitle the Purchaser to annul its order. Any liability in connection with an excess of the period of delivery shall be excluded.

 

  1. Passing of the risk

7.1 The risk shall pass to the Purchaser when the Supply is set aside and made available. On request of the Purchaser, Flybotix shall arrange for the transport. The transport (including loading) shall take place at the risk and expense of the Purchaser. Type, route and carrier may be chosen by Flybotix at its own discretion unless the Purchaser expresses special requests in good time. Complaints in connection with the transport must be addressed by the Purchaser to the most recent freight carrier immediately upon receipt of the Supply. Flybotix shall insure the Supplies against the usual transport risks on request and at the expense of the Purchaser in accordance with the Purchaser’s instructions.
7.2 If due to a separate agreement the risk passes in a manner other than the one described in Section 7.1 sentence 1 above and if the passing of the risk is delayed for reasons not exclusively the fault of Flybotix or if the Purchaser is in default of acceptance, the risk shall pass to the Purchaser in accordance with Section 7.1 sentence 1 above. Starting with the occurrence of the delay, the Supply shall be stored for account and at the risk of the Purchaser. Flybotix shall be entitled, but not obliged, to insure the Supply stored at the expense of the Purchaser. The Purchaser shall only have a claim to the Supply when the Purchaser has reimbursed all expenditures, costs and fees in connection with its storage and possible insurances to Flybotix and has paid a reasonable compensation for the associated expenses.
7.3 If events within the meaning of Section 7.2 above significantly change the economic meaning or the content of a delivery or negatively affect the operations of Flybotix, Flybotix shall be entitled to withdraw from the contract and to claim damages.

 

  1. Inspection

The Purchaser shall inspect Supplies within a reasonable period commencing on receipt (but no more than 3 days) and to notify possible defects, if any, to Flybotix immediately in writing.If the Purchaser fails to do so, the Supply shall be deemed to be approved as being free from defects, subject to the existence of potential hidden defects.

 

  1. Industrial property rights and copyrights, defects in title

9.1 All intellectual property rights (Property Rights) of Flybotix and/or third parties shall remain reserved and, unless expressly stipulated, neither these General Terms and Conditions nor any Order Confirmation shall involve the transfer of any property right from Flybotix to the Purchaser. On request, documents including all copies on whatever medium must be returned to Flybotix immediately.
9.2 Deliveries carried out by Flybotix in compliance with information, sketches, drawings, samples, matrices or other documents of the Purchaser shall be carried out at the sole risk of the Purchaser with regard to possible Property Rights (such as for example patent, design, trademark, and copyrights). If Property Rights of third parties are infringed because of the execution of such Supplies, Flybotix shall not be liable for the infringement and the resulting claims of third parties and shall be authorized to discontinue the execution of the Supply without further ado. The Purchaser shall bear any damage resulting from the infringement of property rights of third parties and shall indemnify Flybotix completely and on first request.

 

  1. Force majeure

Flybotix shall not be responsible for the non-performance or delay in performing its obligations due to an event of force majeure (i.e. circumstances affecting one party and objectively preventing it from fulfilling its contractual obligations, such as natural disasters of a particular intensity, epidemics, pandemics, war, riots, strikes or breakdowns in the electric or telecommunication networks). If such an event occurs, Flybotix shall inform the Purchaser thereof without undue delay, providing a description of the said event and its impact on performance of its obligations.

 

  1. Compliance with legal provisions

The Purchaser undertakes to comply with the wording and intention of all legal provisions and regulations in all countries where its company operates. In addition, Flybotix expects upright and socially responsible business conduct on the part of the Purchaser.

 

  1. Changes and additions

Changes of these General Terms and Conditions including this Section 12 and all side agreements must be made in writing.

 

  1. Severability section

If individual provisions of these General Terms and Conditions finally prove to be legally void or unenforceable for legal reasons, the validity of the rest of these General Terms and Conditions shall not be affected. In such a case the Parties shall reach an agreement which replaces the provision in question by such effective provision which in economic terms is equivalent to the original provision as far as possible and they shall submit to such provision.

 

  1. Governing law

All agreements between the Parties shall be governed by Swiss law, without any reference to the conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

  1. Place of jurisdiction

Any dispute or difference arising out of or in relation to these General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts at the registered seat of Flybotix.

 

  1. Recruitment GDPR disclaimer

16.1 General information 

This data privacy statement, which refers exclusively to data collected as part of the online application process, is to inform you about how your personal data that is collected as part of the online application process is handled at our end. 

16.2 The controller 

The controller under data protection law is: 

Flybotix SA 
Rue de Lausanne 64, 1020 Renens – Switzerland 

16.3 Personal data collected as part of the application process 

Personal data means any information concerning the personal or material circumstances of an identified or identifiable individual. This includes information such as, for example, your name, address, telephone number and date of birth, but also data relating to your specific career etc. by reference to which a specific individual can be identified with reasonable effort. However, information which cannot be (in)directly associated with your real-life identity is not personal data. 

16.4 Fundamentals and purposes of processing personal data collected from application documents and during the application process 

If you apply to us electronically, i.e. via e-mail or using our online form, we will collect and process your personal data for the purpose of executing the application process and preparing contracts. 
By submitting an application via our recruitment website, email or other online tools, you express your interest in taking up work with us. In this context, you transmit personal data, which we will use and store exclusively for the purpose of your job search / application process. 

In particular, the following data is collected during this process:

 

name (first and last names) 
e-mail address 
phone number 
LinkedIn profile (optional) 
channel through which you found us 

 

Furthermore, you can choose to upload expressive documents such as a cover letter, your CV or other related documents. These may contain additional personal data such as date of birth, address etc. 

Only authorized HR staff and/or staff involved in the application process have access to your data. 
The personal data is stored, as a rule, exclusively for the purpose of filling the vacancy for which you have applied. 

Your data will be stored for a period of 100 days after the application process has been concluded. This is usually done to fulfil legal requirements and/or defending ourselves against any claims arising from legal provisions. After this period, we are obligated to delete or anonymize your data. In case of anonymization, the data will only be available to us in the form of so-called metadata, without any direct personal reference, for statistical analysis (for example, share of male and/or female applicants, number of applications per specified period of time etc.). 

Furthermore, we reserve the right to store your data for 36 months after the application process has been concluded for the purpose of adding it to our Talent Pool in order to identify any other vacancies that may be of interest to you. This includes, for example, applications for apprenticeships or internships. By accepting the data privacy statement, you consent to any further storage of your data as well as its inclusion in our Talent Pool. 

Should you be interviewed or would disclose confidential information you are bounded to keep this information as professional secrecy even despite not engaging with the company on contractual relationship. 

Should you be offered and accept a position with us during the application process, we will store the personal data collected as part of the application process for at least the duration of your employment and 10 years for the employment documents that are guarded by the Swiss law. 

16.5 Disclosure of data to third parties 

Data transmitted as part of your application will be transferred using TLS encryption and stored in a database. This database is operated by Personio GmbH, which offers a human resource and applicant management software solution (https://www.personio.com/legal-notice/). In this context, Personio is our processor under article 28 of the GDPR. In this case, the processing is based on an agreement for the processing of orders between us as the controller and Personio. 

16.6 Rights of data subjects 

If we as the controller process personal data, you as the data subject have certain rights under Chapter III of the EU General Data Protection Regulation (GDPR), depending on the legal basis and the purpose of the processing, in particular the right of access (article 15 of the GDPR) and the rights to rectification (article 16 of the GDPR), erasure (article 17 of the GDPR), restriction of processing (article 18 of the GDPR), and data portability (article 20 of the GDPR), as well as the right to object (article 21 of the GDPR). If the personal data is processed with your consent, you have the right to withdraw this consent under article 7 III of the GDPR. 

To assert your rights as a data subject in relation to the data processed during this online application process, please refer to a management team of Flybotix. 

16.7 Concluding provisions

We reserve the right to adjust this data privacy statement at any point in time to ensure that it is in line with the current legal requirements at all times, or in order to accommodate changes in the application process or other processes. In this case, the new data privacy statement applies to any later visit of this recruitment website or any later job application. 

In addition to this data privacy statement, please view our general data privacy statement at https://flybotix.com/gtc-general-terms-and-conditions/ 

 

Annex:  

  • Software Platforms General Terms and Conditions Flybotix (Software Platforms GTC)
 
SOFTWARE PLATFORMS GENERAL TERMS AND CONDITIONS FLYBOTIX (DECEMBER 2025)
 
  1. General provisions

1.1 These Software Platforms General Terms and Conditions (the Software Platforms GTC) govern the rights and obligations with respect to the provision by Flybotix SA, CHE-352.588.973 (Flybotix) and the access and use by any purchaser (the Purchaser, and together with Flybotix, the Parties, and each, a Party) of certain software programs and related products, all digital places that make accessible a variety of information to the Flybotix products or services and services delivered by Flybotix via a software-as-a-service and/or licensing methodology (the Services) as specified in the order accepted and executed by the Purchaser (the Order Confirmation).
1.2 By using the Platforms, subscribing for the use of the Services and/or signing the Order Confirmation, the Purchaser expressly agrees to be bound by the terms hereof. If the Purchaser is a legal entity, any use and/or subscription for the use of the Services by any of the Purchaser’s employees, agents or representatives, on its behalf, is deemed as acceptance of the terms of these Software Platforms GTC by the Purchaser. The Services may include or integrate third-party software, application, tools or functionalities provided by third party licensors (Third Party Software). Third Party Software is and remains the property of the respective third-party licensor. The use of Third-Party Software is subject to (i) these Software Platforms GTC, (ii) the applicable third-cense terms as the case may be, (iii) any technical or functional limitations imposed by Flybotix or the third-party licensor.
1.3 These Software Platforms GTC represent the entire agreement and understanding between Flybotix and the Purchaser concerning the provision by Flybotix and usage by the Purchaser of the Services. For the avoidance of doubt, in the event of a conflict or contradiction between the provisions of these Software Platforms GTC and those of any other contractual documents (such as Flybotix’s General Terms and Conditions or the Order Confirmation), these Software Platforms GTC will take precedence regarding the Services

 

  1. Rights to access and use

2.1 Subject to the Purchaser’s compliance with all terms and conditions of these Software Platforms GTC, in particular, payment of the applicable Fees (as defined below) in accordance with Section 6, Flybotix hereby grants the Purchaser, during the Term (as defined below), a revocable, non-exclusive and non-transferable right to access and use the Services, without the right to grant sublicences, strictly in accordance with these Software Platforms GTC and the documentation provided by Flybotix. For the avoidance of doubt, the Purchaser will not have the right to modify, amend, or prepare derivative works based on the Services nor to copy or reproduce the Services.
2.2 The Purchaser must use the Services through its own employees, agents, people invited by the Purchaser on the Platforms (Purchaser’s external 3rd party providers) and/or duly authorized representatives (the Authorized Users) and must take appropriate steps to ensure compliance with these Software Platforms GTC by such Authorized Users. The Purchaser is expressly prohibited from using the Services on behalf or for the benefit of any third parties, or to sublicense the Services to any third party, without Flybotix’s express prior written consent.
2.3. As the use of the Services is subject to a limited number of licenses allocated to concurrent users or devices and/or any technical limitation, as specified in the Order Confirmation, the Purchaser must use the Services strictly in accordance with such restrictions.
2.4 To the extent that the Services include Third-Party Software, Flybotix grants the Purchaser the right to use such Third-Party Software solely as integrated within the Services and subject to any additional terms and conditions imposed by the relevant third-party licensor. The Purchaser acknowledges that:


(a) Third-Party Software may be subject to separate licence agreements, terms of use, or end-user licence agreements (EULAs) which the Purchaser must accept and comply with;
(b) Flybotix does not grant any rights in or to Third-Party Software beyond those expressly granted by the third-party licensor;
(c) The availability, functionality, and performance of Third-Party Software may be subject to changes, updates, or discontinuation by the third-party licensor at any time;
(d) Any restrictions, prohibitions, or technical limitations applicable to Third-Party Software shall apply to the Purchaser’s use of such Third-Party Software through the Services.
The Purchaser agrees that any claim, demand, or action arising out of or in connection with Third-Party Software shall be directed exclusively to Flybotix in the first instance. The Purchaser shall not bring any claim, demand, or action directly against any third-party licensor without having first submitted such claim to Flybotix and afforded Flybotix a reasonable opportunity to address and resolve the matter.

 

  1. Maintenance, availability and other services 

3.1 Flybotix will use reasonable endeavors to maintain the availability of the Services but does not guarantee their full availability. Flybotix will provide the Services to the best of its ability using all reasonable skill and care in accordance with standard professional practice.
3.2 Flybotix may agree to provide technical support for the Services, if and as described in an Order Confirmation.  

 

  1. Purchaser materials

4.1 The Purchaser and its Authorized Users may upload, publish or transmit information and other data through the use of the Services, such as (but not limited to) videos, images and/or sensors’ recordings (the Purchaser Materials).
4.2 As between the Parties, Purchaser Materials are and will remain the exclusive property of the Purchaser and nothing herein will be construed or interpreted as a transfer of ownership in any Purchaser Materials to Flybotix.
4.3 The Purchaser hereby grants to Flybotix a non-exclusive worldwide, royalty-free, irrevocable, license to use the Purchaser Materials for the sole and exclusive purpose of providing the Services or improving its technology, including a license to collect, process, store, use, generate, anonymize, modify, create derivate work of, publicly perform, display, translate, sublicense and transfer the Purchaser Materials to third parties, as well as to train algorithms using Purchaser Materials, only to the extent necessary for the above purposes. For the avoidance of doubt, Flybotix will not sell or otherwise commercialize the Purchaser Materials.


4.4. The Purchaser warrants that (i) Purchaser Materials shall not contain any personal data; (ii) the Purchaser and/or its Authorized Users have valid grounds and, if required, have obtained all authorizations for the processing of any Purchaser Materials within the frame of these Software Platforms GTC; and (iii) Purchaser Materials do not infringe on any laws or regulations, these Software Platforms GTC or any third party rights.

 

  1. Intellectual property / Usage data 

5.1 Flybotix and its licensors own and retain all intellectual property rights (the Intellectual Property Rights) in and related to the Services, except only for Purchaser Materials. To the extent the Services include Third-Party Software, all Intellectual Property Rights in such Third-Party Software are and remain the property of the respective third-party licensors. Nothing in these Software Platforms GTC will operate any assignment or transfer of any Intellectual Property Rights to the Purchaser.
5.2. Flybotix owns all rights and titles in, and may freely use for any purpose (including without limitation for data mining, benchmarking and analytics purposes, or for developing and offering new services), any data or information (i) collected, processed, developed, produced or obtained from tracking and analytics technologies present on the Services (including any tracking data related to user traffic); (ii) relating to the Purchaser and/or its Authorized Users’ access to and use of the Services (including log files);
and (iii) aggregated data inputs of Authorized Users provided that reasonable efforts are made to suppress any reference to any identifiable individuals (the Usage Data).

 

  1. Financial terms

6.1 The Purchaser must pay the fees as indicated in the Confirmation Order or by other appropriate means (e.g. pricing schedules) (the Fees) in accordance with the payment terms set forth in this Section 6.
6.2 Subscription Fees for the Services are due and payable in advance of their respective terms, as indicated in the Confirmation Order or on a yearly basis, and non-refundable in case of termination. For the avoidance of doubt, the Fees shall remain due by the Purchaser and/or not be subject to any refund by Flybotix in the event that a corresponding drone(s) and other aircraft(s) supplied by Flybotix to the Purchaser are subject to maintenance or are otherwise unable to operate.
6.3 Fees and rates are exclusive of all taxes (in particular, VAT) if and as applicable.
6.4 The continued use of the Services by the Purchaser is subject to the timely payment of all the Fees. Flybotix may temporarily stop providing the Services or suspend any right to access or use the Services and/or any issued user credentials (if applicable) if the Purchaser is in default for payment of any Fees due.
6.5. Changes of the Fees and/or the subscription models, if applicable, will become effective as of the next Renewed Term (as defined below), subject to a prior written notice of 1 months by Flybotix. 

 

  1. Data protection

7.1 If the provision of the Services implies the processing by Flybotix of (i) any personal data forwarded by the Purchaser or its Authorized Users (Purchaser Personal Data), or (ii) personal data relating to Usage Data (Usage Personal Data), Flybotix and the Purchaser must fully comply with their respective obligations under applicable data protection laws and regulations. As stated under Section 4.4, the Purchaser is forbidden from uploading Purchaser Materials containing personal data in the Services.
7.2 In such cases, Flybotix will process Purchaser Personal Data (i) as data processor, exclusively for the purpose agreed in these Software Platforms GTC and only to the extent necessary to fulfil the obligations hereunder, in accordance with the Purchasers’ instructions, the Purchaser acting as data controller; and (ii) for Flybotix’s legitimate business operations incident to provision of the Services. Flybotix will process Usage Personal Data as sole data controller thereof.
7.3 Flybotix undertakes to comply with Swiss data protection legislation. If the European General Data Protection Regulation (GDPR) is applicable, Flybotix will in addition comply with the obligations set out in Art. 28(3) GDPR.
7.4 The Purchaser must ensure, with respect to any Purchaser Personal Data processed by Flybotix within the frame of the Services, if any, that such Purchaser Personal Data has been collected and transferred to Flybotix in strict compliance with the applicable data protection or data privacy laws and regulations. In particular, the Purchaser must: (a) have, and maintain at all times, valid grounds for the processing of such personal data, including obtaining valid consent from the data subjects for the processing of their personal data, if such consent is required under the applicable data protection legislation; and (b) provide adequate information to data subjects about the collection and processing of their personal data.
7.5 The Purchaser must bear sole responsibility for the processing of Purchaser Personal Data, if any, within the frame of the Services. The Purchaser acknowledges and accepts that Flybotix will deem any processing of any Purchaser Personal Data within the frame of the Services, as permitted under these Software Platforms GTC, as well as any instructions by the Purchaser with respect to such processing activities as compliant with applicable data protection or data privacy laws and regulations.


7.6. By accepting these Software Platforms GTC, the Purchaser expressly acknowledges and agrees that Purchaser Personal Data or Usage Personal Data may be transferred to and processed on servers located outside of the Purchaser’s jurisdiction, including in jurisdictions which may not have data protection and privacy laws and regulations equivalent to those in the Purchaser’s jurisdiction.
7.7 Flybotix may forward to the Purchaser any request, investigation or other action by any supervisory authority and/or any third parties (including data subjects), directed at Flybotix with respect to the processing of any Purchaser Personal Data, and the Purchaser must be responsible for addressing them in accordance with the law. If Flybotix is required to undertake any compliance action (e.g. responding to a request by any supervisory authority or third-party and/or cooperating in investigations, and/or to provide assistance to the Purchaser), the Purchaser must fully indemnify Flybotix for its effort and costs, including reasonable attorney’s fees, incurred in such context. Requests, investigations, or actions relating to Usage Personal Data will be addressed by Flybotix only.

 

  1. Limited warranty

8.1. THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLYBOTIX DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN PARTICULAR, FLYBOTIX DOES NEITHER REPRESENT NOR WARRANT THAT THE SERVICES WILL MEET THE PURCHASER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT FLYBOTIX WILL ENSURE CONTINUED COMPATIBILITY OF THE SERVICES WITH ANY THIRD PARTY PRODUCTS, EVEN IF THEY WERE COMPATIBLE AT ANY GIVEN MOMENT, THAT THE SERVICES WILL ALWAYS BE AVAILABLE AND REMAIN AVAILABLE UNCHANGED OR THAT CERTAIN SUBSCRIPTION MODELS AVAILABLE AT ANY GIVEN MOMENT WILL REMAIN AVAILABLE FOR RENEWAL AT THE END OF THE APPLICABLE SUBSCRIPTION PERIOD.
8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLYBOTIX MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO:

 

(a) The continued availability, functionality, compatibility, or performance of Third-Party Software;
(b) The accuracy, completeness, or reliability of any results, outputs, or data generated by Third-Party Software;
(c) The correction of errors or defects in Third-Party Software;
(d) The compliance of Third-Party Software with the Purchaser’s specific requirements or expectations;
(e) The uninterrupted operation of Third-Party Software or its integration with other components of the Services.

 

  1. Limited liability

9.1 LIABILITY OF FLYBOTIX UNDER THESE SOFTWARE PLATFORMS GTC, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, SHALL BE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN PARTICULAR, WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FLYBOTIX DISCLAIMS ANY LIABILITY FOR SIMPLE NEGLIGENCE AS WELL AS FOR ANY DAMAGES OR LOSSES, WHETHER FORESEEN OR FORESEEABLE, OR WHETHER FLYBOTIX HAS BEEN ADVISED OF THE RISK THEREOF, RELATED TO THE INTERRUPTION OF BUSINESS, LOSS OF USE, OF ACTUAL OR ANTICIPATED PROFIT, OF REVENUE, OF ANTICIPATED SAVINGS, OF OPPORTUNITY, OF GOODWILL, OF REPUTATION, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
9.2 IN NO EVENT, THE TOTAL LIABILITY OF EITHER PARTY DURING ANY PERIOD OF 12 MONTHS WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY THE PURCHASER DURING THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS.

 

  1. Indemnification

10.1 THE PURCHASER MUST DEFEND, HOLD HARMLESS FROM, AND INDEMNIFY FLYBOTIX, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AUXILIARIES, FROM AND AGAINST ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEY’S FEES) RESULTING FROM (I) THE PURCHASER’S USE OF THE SERVICES OTHER THAN AS PERMITTED UNDER THESE SOFTWARE PLATFORMS GTC AND STRICTLY IN ACCORDANCE WITH ANY DOCUMENTATION PROVIDED FOR THE SERVICES; OR (II) USE BY FLYBOTIX OF ANY PURCHASER MATERIALS AS PERMITTED HEREUNDER; OR (III) THE PURCHASER BRINGING ANY CLAIM, DEMAND, OR ACTION DIRECTLY AGAINST ANY THIRD-PARTY LICENSOR IN BREACH OF SECTION 2.4, INCLUDING ANY LOSSES, DAMAGES, COSTS, EXPENSES, LIABILITIES, CLAIMS, OR ACTIONS SUFFERED OR INCURRED BY FLYBOTIX AS A RESULT THEREOF.
10.2 In case of any claims or proceedings made against Flybotix, its directors, officers, employees or auxiliaries in relation to the Purchaser’s use of the Services or use by Flybotix of Purchaser Materials, Flybotix will (i) inform the Purchaser without undue delay; and (ii) allow the Purchaser to assist Flybotix in the defense and settlement of such claims or proceedings, at the Purchaser’s own expense, if and as permitted under applicable procedural rules.

 

  1. Term and termination 

11.1 These Software Platforms GTC enter into force between the Parties upon the Purchaser’s acceptance of these Software Platforms GTC pursuant to Section 1.2 above (the Effective Date).
11.2 These Software Platforms GTC will remain in effect between the Parties for the initial term indicated in the Order Conformation and, in the absence of a term specified, for an initial duration of 2 year since the Effective Date, subject to non-renewal or termination in accordance with this Section 11 (the Initial Term). The Purchaser is prohibited to sell, donate, encumber, or in any other manner transfer the property of any drone and other aircraft supplied by Flybotix to the Purchaser during the Initial Term.
11.3 These Software Platforms GTC will be automatically renewed between the Parties upon expiry of the Initial Term, or then current renewed term (each a Renewed Term, and together with the Initial Term, the Term), for consecutive Renewed Term of 1 year, subject to prior written notice of non-renewal by either Party with a 3-months’ prior notice.
11.4 Flybotix may terminate these Software Platforms GTC between the Parties with immediate effect, in case of any material breach by the Purchaser, provided that, if such breach may be cured, at Flybotix’s sole judgement, Flybotix will first give the Purchaser 20-days’ prior written notice to cure such breach at its entire satisfaction. Flybotix may further terminate the Software Platforms GTC, in case of any infringement of third party rights or risk of infringement of such rights, through the Purchaser’s use of the Services.

11.5 Upon non-renewal or termination of the Software Platforms GTC pursuant to this Section 11: (a) Flybotix will stop providing and the Purchaser must stop using the Services; (b) all rights to use and access granted to the Purchaser hereunder will cease with all access to the Services and credentials will be deactivated and suppressed; (c) Purchaser must permanently delete any part of Services stored or installed on its IT systems, if any; (d) Confidential Information (as defined below) will be returned to the Disclosing Party (as defined below) and/or permanently deleted from any support of the Receiving Party (as defined below), at the Disclosing Party’s option, and Receiving Party will cease using the Confidential Information; and (e) all Fees already paid by the Purchaser will remain acquired to Flybotix and are not reimbursable to the Purchaser. The Purchaser must immediately pay all outstanding amounts due to Flybotix; (f) Flybotix will transfer to the Purchaser all data owned by the Purchaser upon request, provided that the Purchaser covers all costs associated with the backup and transfer of such data upfront; and (g) all terms which are expressed or intended to survive, and any provisions of these Software Platforms GTC necessary for its interpretation or enforcement will continue to apply regardless of the reason for termination or expiry of the Software Platforms GTC between the Parties.

 

  1. Confidentiality

12.1 Confidential information means any information disclosed by either Party (as the context requires, the Disclosing Party) to the other (as the context requires, the Receiving Party), either directly or indirectly, in writing, orally, or by inspection of tangible objects that can reasonably be considered of confidential nature (the Confidential Information). Confidential Information includes all information about the Disclosing Party’s business and operations, and more generally all information relating to or owned or controlled by the Disclosing Party of which the Receiving Party will acquire knowledge in the performance of their agreement. The Services, as well as any Usage Data will be deemed Confidential Information and property of Flybotix only. Confidential Information will not, however, include any information which: (i) was made public without restriction prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known without restriction after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s records.
12.2 The Receiving Party will not, and will cause its employees, agents, subcontractors or representatives not to (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the Disclosing Party, except to its employees, agents, subcontractors or representatives having a legitimate need to know such Confidential Information for the performance of the Receiving Party’s obligations under the Agreement (and only to such extent); and/or (b) use, reproduce, or copy any Confidential Information of the Disclosing Party, except as necessary to perform its obligations hereunder.
12.3. All Confidential Information will remain the Disclosing Party’s property and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information of the Disclosing Party will be delivered to the Disclosing Party promptly upon the Disclosing Party’s written request.

 

     13. Miscellaneous

14.1 Flybotix shall not be responsible for the non-performance or delay in performing its obligations and providing the Services due to an event of force majeure (i.e. circumstances affecting one Party and objectively preventing it from fulfilling its contractual obligations, such as natural disasters of a particular intensity, epidemics, pandemics, war, riots, strikes or breakdowns in the electric or telecommunication networks). If such an event occurs, Flybotix shall inform the Purchaser thereof without undue delay, providing a description of the said event and its impact on performance of its obligations.

14.2 Changes to these Software Platforms GTC including this Section 14.2 must be made in writing.
14.3 If individual provisions of these Software Platforms GTC finally prove to be legally void or unenforceable for legal reasons, the validity of the rest of these Software Platforms GTC shall not be affected. In such a case the Parties shall reach an agreement which replaces the provision in question by such effective provision which in economic terms is equivalent to the original provision as far as possible and they shall submit to such provision.
14.4 The failure of either Party at any time to require performance by the other Party of its obligations hereunder will in no way affect that Party’s right to fully enforce the other Party’s obligations thereafter.
14.5 Neither Party will assign and transfer any or all of its rights and obligations hereunder, in whole or in part, to any third party without the other Party’s prior written consent; provided however, that Flybotix may assign and transfer all or part of its rights and obligations hereunder to any third party acquiring all or substantially all of its business related to the Services, without the Purchaser’s consent. 

 

     14. Governing law and jurisdiction

15.1 These Software Platforms GTC shall be governed by Swiss law, without any reference to the conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15.2 ANY DISPUTE OR DIFFERENCE ARISING OUT OF OR IN RELATION TO THESE SOFTWARE PLATFORMS GTC SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS AT THE REGISTERED SEAT OF FLYBOTIX.