These General Terms and Conditions apply to the sale and licence agreement concluded between Neo Advertising SA (hereafter “Neo”) and its clients (hereafter the “Client”).
Form and conclusion of the agreement
The sale and licence agreement is drafted in written form and includes these General Terms and Conditions of Sale.
It is validly concluded as soon as the Client accepts the offer made by Neo.
Neo Advertising Software means any software provided by Neo Advertising SA, other than MS Windows; hereafter “Neo Software”.
Anomaly means any intrinsic malfunction of a Neo Software program (intrinsic fault) preventing it from fulfilling its ordinary functions.
Corrections means any rectifications made to a Neo Software program to correct an Anomaly.
Medium/Media means the hardware of the whole dynamic information system (including the attachment systems), other than the computer software.
Updates means the improvements or enhancements made to the Neo Software.
Subject of the agreement
Hardware solution Neo sells to the Client the specific Media for the Neo offer.
Software solution: the Neo Software For each licence acquired, Neo grants the Client a right to use the associated Neo Software that is non-exclusive, non-transferable and non-assignable (in particular by means of a sub-licence).
Each licence is granted for a limited duration.
MS Windows Operating System
MS Windows OS is the property of the Microsoft Corporation and is protected by copyright and by the provisions of international treaties.
As the holder of a licence, the Client bears sole liability for using the MS Windows OS in compliance with the related licence agreement.
Intellectual Property regarding Neo Software
The Client acknowledges and accepts that the Neo Software (in particular all the computer programs in the form of an object code) and any Updates to the software are the exclusive property of Neo and constitute confidential information that it undertakes to refrain from disclosing, exposing or making available to any third party in any manner whatsoever.
The Client also undertakes (i) to refrain from modifying or copying all or part of the Neo Software and/or the Updates to the software and (ii) to refrain from decompiling or reverse engineering the object code of the Neo Software and/or the Updates to the software; in the same manner, the Client shall not authorise any third party to carry out such operations.
Termination of the licence agreement
In the event of a breach of the contractual obligations with regard to the licence for a Neo Software program (art. 6), Neo may serve notice to the Client to remedy such within 20 days of the receipt of written notice reasonably specifying the nature of the breach.
If at the end of this period, the Client has not remedied the breach, Neo may automatically terminate the licence agreement.
In such an event, the Neo Software program shall be made unusable.
The payment conditions are specified in the offer made by Neo.
Delivery, assembly and commissioning
Neo delivers, assembles and commissions the Media and the software.
The date of commissioning is specified in the offer made by Neo or decided by mutual agreement with the Client.
Warranty regarding the Neo Software
In the event of an Anomaly, Neo undertakes to promptly provide any Corrections required or to replace the defective software.
This warranty does not however apply if the Anomaly is caused by an unauthorised modification to the software—in breach of article 6.2—or a non-compliant use of the software by the Client.
The warranty only applies to any faults that may arise within one year from the installation of the software for the Client.
Only the Client that signed the sale and/or licence agreement holds the rights associated with this warranty.
Warranties regarding the Media
The warranty periods are specified in the offer made by Neo.
The warranty periods run from the commissioning of the Media.
In the event of any repair or replacement of a Medium under this warranty, the repaired or replaced Medium is covered by the remaining warranty period applicable to the original Medium.
Neo undertakes at its discretion to repair or replace, at the earliest opportunity, all or part of the Media that is demonstrated to have become defective due to poor materials, a design fault or imperfect manufacture, excluding in particular: - any damage resulting from an accident, misuse or negligence; - any damage caused by exposing the Medium to an inappropriate environment such as excessive temperature or humidity, unusual physical strains or electrical voltages, an absence or a fluctuation of the electrical power supply, lightning, a statistic electricity discharge or a fire; - any damage resulting from maintenance work or a modification to the Medium that has not been carried out by Neo’s technical team.
Notice of faults
Any notice of faults must be served to Neo by registered letter.
Neo’s liability is limited to the physical damage caused to the Media or Neo Software themselves, excluding any other direct or indirect damage, of any kind whatsoever.
In the event of a breach of the contractual obligations of one of the parties, the other party may serve notice to the party in breach to remedy said breach within 20 days of the receipt of written notice reasonably specifying the nature of the breach.
If at the end of this period, the party in breach has not remedied said breach, the other party may automatically terminate this agreement by registered letter.
Without prejudice to Art. 7.
Neither of the parties shall incur liability in the event of a delay or breach of its contractual obligations due to acts or events that are beyond its control, such as legal restrictions on imports or exports, natural phenomena, or failings by electricity suppliers or telecommunications operators.
In the event of an occurrence of Force Majeure, the parties’ obligations shall be suspended.
Applicable Law and jurisdiction
The agreement is subject to Swiss law.
Any dispute that may arise between the parties regarding the conclusion, the interpretation or the performance of this agreement shall be subject to the exclusive competence of the courts of the Canton of Geneva, subject to the right to appeal to the Federal Court.