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Terms and ConditionsPLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOUR ORDER. Table of Content
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A. APPLICABILITY OF THESE TERMS AND CONDITIONSThese Terms and Conditions apply to the item(s), service(s) and/or course(s) (hereinafter referred to as "Products") described on the risk-engineering.com website, which you ("Customer") order from Zurich Insurance Company, Risk Engineering, Mythenquai 2, P.O. Box, 8022 Zurich, Switzerland ("Zurich"). By submitting your order to Zurich you acknowledge to have read, understood and agreed with these Terms and Conditions. You are bound by and accept these Terms and Conditions as applicable to your order, unless (i) you have signed a separate agreement with Zurich, in which case such agreement shall govern, or (ii) other Zurich standard terms apply to the transaction. If you do not agree to these Terms and Conditions or with the Zurich website's Terms of Use (see "Legal" button in the website's bottom bar) or the Privacy Policy (see "Privacy" button in the website's bottom bar), you will not be able or entitled to submit any orders. |
B. GENERAL PROVISIONS APPLICABLE TO ALL PRODUCTS |
1. Scope of these Terms and Conditions and Other DocumentsZurich executes your specific order according to these Terms and Conditions being in effect at the moment. The Terms and Conditions are subject to change at any time and without prior written notice, in Zurich's sole discretion, and therefore must be considered for any single order you submit. The applicable Terms and Conditions are at your disposal under risk-engineering.com. In case of doubt the Terms and Conditions publicized at the time of your order are applicable. Zurich does not recognize other documents than these Terms and Conditions. These Terms and Conditions may NOT be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for Products that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Zurich |
2. Conclusion of Agreement; Acceptance of OrderThe mere placement of your order does not yet conclude any agreement between you and Zurich. Zurich's information that your order has been transmitted successfully or Zurich's e-Mail confirmation to have received your order by specifying the essential topics of your order does not constitute (a) a confirmation of Zurich's offer to sell, if any, (b) an acceptance of your order, or (c) a conclusion of any agreement between you and Zurich. The legally binding conclusion of the agreement between you and Zurich requires an express written (or by E-mail) acceptance of your order by Zurich. Zurich reserves the right at any time after receipt of your order to accept or decline your order for any reason. |
3. Return PoliciesIf you are an end-user Customer you can cancel your order within seven (7) working days (a) after conclusion of the contract in case of services or courses, or (b) after you received the Products, by returning the Products to Zurich and enclosing both the original invoice and the respective return form you received with the delivery or invoice. However, under no circumstances you are entitled to cancel your order in case the delivered item has been unsealed (e.g. CD, video tape, DVD, software, including any download of software) or produced according to a specific Customer request (e.g. items on demand) or after having attended a course or after having received a service. Zurich reserves the right to charge you any additional costs for returned Products. |
4. PricesThe prices shown on the website are not binding to Zurich unless price and availability of the product are expressly confirmed by Zurich upon a specific order. The prices are any time subject to change at Zurich's sole discretion. If you are provided any currency converter tool, this is for your information and convenience only and should be used for comparative purposes only. Zurich makes no guarantee as to the accuracy of the currency exchange rates. Rate conversions are subject to change and credit card rates may also vary, and you agree that Zurich is not liable for any consequences related to it (e.g. wrong conversion rates or surcharges for currency conversions by your credit card company). Binding prices, if any, are only the ones indicated in United States dollars (USD), and your credit card will be charged in USD only. |
5. Delivery Charges; Taxes; DutiesThe prices include any charges for delivery (e.g. shipping) and handling. Separate charges for duties and taxes (e.g. VAT or sales taxes) are not included and shall be borne by Customer. Unless Customer provides Zurich with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Zurich's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on Zurich's confirmation. In case of shipment to other countries Customer is responsible for all duties, taxes, customs and clearance for the corresponding country. |
6. Payment Method/Credit Card (Saferpay)Payment for the Products will be made only by direct credit card payment on the website, unless credit terms have expressly been agreed to by Zurich. We do not accept money orders or checks (e.g. cashier's, company, personal checks). For further information with regard to the accepted credit cards please consult the respective site in the website ("Payment Details" view). There is no additional surcharge by Zurich for using your credit card to order the Products. Please be sure to provide your exact details, since incorrect information may cause a delay in processing your order. Your credit card will be charged upon submitting the order to Zurich. In case an agreement is not concluded a full refund will be granted. When placing an order by credit card Zurich requests authorization by contacting your credit card's issuing bank to confirm that your credit card is valid and has not been reported as lost or stolen. We will inform you if we should experience any difficulties in authorizing your credit card. To verify and process your credit card payment, Zurich uses the services of Saferpay (www.saferpay.com). With regard to the processing of the credit card payment you authorize Zurich, to the extent required, to use Saferpay's services and to store any of your personal, financial, or credit card information in any medium. Such information shall be kept by Zurich for as long as legally required and then purged, consistent with Zurich's Privacy Policy (see "Privacy"). |
7. Payment Terms; InterestIf the Products are not directly paid by credit card the following applies. Terms of payment are within Zurich's sole discretion, unless otherwise agreed to by Zurich. Zurich reserves the right to deliver only on condition of an advance payment or a security given by the Customer, that means that payment or security must be received by Zurich prior of Zurich's delivery of the Products. Invoices, if any, are due and payable within the time period noted on the invoice measured from the date of the invoice. Zurich may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by the applicable law |
8. Title; Risk of LossIn case any Products are being delivered to Customer, the risk of both loss and damage for such Products pass to Customer upon Zurich's delivery to the carrier. Title to the Product passes to Customer upon receipt of the Product, provided the price as shown on Zurich's invoice has been paid completely. However, any software rights and any intellectual property rights will always exclusively remain with Zurich. |
9. Product DescriptionZurich attempts to be as accurate as possible. However, Zurich does not warrant that Product descriptions or other content in this site is accurate, complete, reliable, current, or error-free. |
10. ExchangesZurich's policy is one of on-going product update and revision. Zurich may revise and discontinue Products at any time. Zurich will ship Products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. From time to time, Zurich may, in its sole discretion, exchange Products or portions of a Product. Any exchanges will be made in accordance with Zurich's exchange policies in effect on the date of the exchange. |
11. WarrantiesTHE PRODUCTS ARE PROVIDED BY ZURICH ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. ZURICH MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION, UNLESS OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. SUCH WARRANTIES WILL BE EFFECTIVE, AND ZURICH WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON ZURICH'S RECEIPT OF PAYMENT IN FULL FOR THE PRODUCT TO BE WARRANTED. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, ZURICH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE FULL EXTENT PERMISSIBLE BY THE APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, (i) AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS OR RELIABILITY OF THE PRODUCT, (ii) ANY WARRANTIES THAT A PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SOFTWARE DEFECTS WILL BE CORRECTED, AND (iii) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL ZURICH, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES, BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST EARNINGS, LOST SAVINGS, LOSS OF BUSINESS, LOST OPPORTUNITIES, LOST DATA DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES AND EXPENSES RESULTING FROM THE USE OR THE INABILITY TO USE THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, THEY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM THE USE OF THE PRODUCT, CAUSED IN WHOLE OR IN PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE PRODUCT. |
12. Limitation of LiabilityZURICH DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PRODUCTS AND ARISING OUT OF ANY KIND OF LEGAL CLAIM FROM THE CUSTOMER OR ANOTHER PARTY (WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT), THE SOLE, EXCLUSIVE AND MAXIMUM LIABILITY TO ZURICH, IF ANY, SHALL BE LIMITED TO ANY AMOUNT OF DAMAGES UP TO (i) THE AMOUNT PAID FOR THE RESPECTIVE PRODUCT, OR (ii) THE ONE-TIME LICENSE FEE, OR (iii) THE SINGLE AMOUNT OF THE ANNUAL FEE PAID BY CUSTOMER, WHATEVER IS SMALLER. |
13. Not For ResaleCustomer agrees and represents that it is buying for its own internal use only, and not for resale. |
14. AssignmentNeither these Terms and Conditions nor any of the assignable or transferable rights or obligations hereunder, as a whole or partially, shall be assigned or transferred by Customer without Zurich's prior written consent. Zurich, however, shall any time in its discretion have the right to assign any of its rights or obligations under this Agreement to another legal entity of the Zurich Financial Services Group. |
15. Applicable Law and JurisdictionCustomer agrees to comply with all applicable laws and regulations. These Terms and Conditions shall be construed, enforced and governed in accordance with the substantive laws of Switzerland without reference to principles of conflicts of laws. The sole place of jurisdiction for any cause or legal action arising out of or relating to these Terms and Conditions or any of Zurich's Product's shall exclusively be Zurich (City). |
C. ADDITIONAL PROVISIONS FOR SOFTWARE LICENSESIn addition to these general Terms and Conditions there are further provisions applicable to your order, depending on the specific Products you wish to purchase. For better readability they have been separated into their own sections and attached following this section B, however, each of them form an integral part of the whole Terms and Conditions. These specific provisions are: |
16. Object of LicenseZurich has developed computer software programs with the corresponding user text files, which contain the specifications of the software programs and a description of the compatible hardware and other conditions required for the use of the software (hereinafter referred to as the "Software"). The Software will be delivered on-line or on a disc together with the installation instructions and the documentation (all together hereinafter referred to as the "License Material"). The source code is not included. |
17. Grant of LicenseZurich grants Customer a non-exclusive, non-transferable, non-assignable and not sub-licensable license to install the Software and use the License Material (hereinafter the "License"). The License will be granted for the duration of this agreement subject to the Customer's order. |
18. Additional LicenseIf the Customer desires to obtain additional Licenses, a respective new order has to be placed with Zurich. Only after having received Zurich's written authorization the Customer will be entitled to install and use additional copies of the Software according to the conditions set out in these Terms and Conditions. |
19. Right to Back-up CopyThe Customer is entitled to make a single back-up copy of the Software as a part of its back-up processes and for control and for archival purposes. A back-up copy only serves as a substitute for a damaged original and may not be used for other purposes. The Customer must reproduce the copyright notice on the back-up copy. |
20. Ownership and Intellectual PropertyAll applicable patents, copyrights, trademarks and any other intellectual property rights in respect of the License Material, as well as any other rights, title, ownership and property belong originally and permanently to Zurich. Zurich further retains the right of the further use of the License Material and is or becomes the exclusive owner of any amendment or further development to the License Material, and any rights shall vest initially and solely in Zurich, regardless whether the Customer has contributed to it. In the event that a legal transfer or assignment shall be required the Customer hereby assigns and transfers to Zurich at no additional costs the complete title without any conditions or restrictions. The rights granted to the Customer are limited to those stated in these terms and conditions and do not constitute a sale of the License Material. Except as expressly provided for in the Terms and Conditions, the Customer may not use, copy or modify the License Material. The Customer shall not sell, assign, transfer, sublicense, publish, announce, present and/or otherwise make accessible the License Material or copies thereof to any third party. The Customer shall provide the necessary protection to the License Material, reproduce the copyright notice of Zurich on any copy of the License Material and be held legally responsible for any infringement or misuse caused by the direct or indirect failure to comply with the Terms and Conditions. |
21. License FeesThe Customer pays Zurich for the duration of this agreement the one-time license fee as specified by Zurich. Expenses and any further costs such as taxes (e.g. VAT), duties and statutory fees imposed upon the provision of this Service are not included in the prices and shall be borne by the Customer. |
22. Supply, Installation and RiskThe License Material will be supplied to Customer in the version currently valid at the time of delivery. The Customer, according to Zurich's installation instructions, will perform the installation of the Software. The supply and installation of the License Material is at the sole risk of the Customer. The Customer bears full responsibility for obtaining any necessary import and/or export approvals and to comply with the respective legal requirements. |
23. ConfidentialityThe Customer acknowledges that the License Material is a valuable, special and unique asset of Zurich. The Customer agrees to use the License Material and all other information received under this agreement only in the performance of this agreement and to maintain, protect and treat it as strictly confidential. The Customer undertakes to deny third parties access to either the whole or any extract thereof and provides all safety measures, which may be necessary to protect the License Material. Zurich can withdraw from the agreement without prior notice if the Customer does not fulfill its confidentiality obligations. The mention of Zurich as a reference, for marketing or other purposes by the Customer is not allowed except with the prior consent of Zurich in writing in each individual case. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. |
24. TerminationUpon termination the Customer is obliged to completely remove the Software from the authorized computer(s) and to destroy the License Material, including any copies. The Customer shall, upon Zurich's request, confirm in writing the complete removal and destruction of the Software and the License Material. |
25. Maintenance and UpdatesCustomer may purchase any support and update service by making a respective order to Zurich. Such service will only be provided if Zurich has expressively agreed to do. In addition there are specific provisions applicable (see below D. Additional Provisions for Software Maintenance and Updates). |
26. Limited Warranty and IndemnificationThe operation of the Software will be tested before delivery. For a period of ninety (90) days following delivery of the License Material, Zurich warrants defects in material and workmanship, which occur under normal use and service conditions. Zurich shall only replace or repair the License Material if the Customer returns it within ten (10) days after the malfunction has occurred together with a description of the defect. Any replacement material will be warranted for the remainder of the original warranty period. This warranty does not extend to any License Material, which has been damaged as a result of accident, misuse, abuse, or as a result of service or modification by anyone other than Zurich. In particular, Zurich does not warrant its title to the License Material, will not defend the Customer in any action brought by third parties on the issue of infringement of proprietary rights and will not indemnify the Customer for any expenses in connection with such action. Further, Zurich may update and/or newly release the License Material but does not warrant the compatibility of such updates/new releases with the delivered version of the License Material. Finally, Zurich does not warrant that the functions contained in the License Material will meet the Customer's requirements or that the operation of the Software will be uninterrupted or error-free. The Customer assumes sole responsibility for the selection of the License Material to achieve the intended results, and for the installation, use and results obtained from the License Material. No oral or written information or advice given by Zurich shall create a warranty or in any way increase the scope of this warranty, and the Customer may not rely on any such information or advice. In particular, no claims regarding an existing or future insurance relationship may be based on this Agreement. |
D. ADDITIONAL PROVISIONS FOR SOFTWARE MAINTENANCE AND UPDATES |
27. Support ServiceIf Customer encounters an error, question, or other issue related to the Software, Zurich will use all reasonable commercial efforts to cure and resolve all reported and verifiable issues with reasonable care and skill. Zurich does not guarantee to diagnose or resolve all problems or performance of deficiencies. The Support is restricted to telephone and E-mail assistance concerning the installation and use of the Software, whereas E-mail Support means electronically generated Support provided in response to electronically transmitted inquiries by Customer. Support will be provided for the latest version of the Software, for no longer than two (2) years after the latest main version has been supplied. |
28. UpdatesZurich shall, from time to time and in its sole discretion, make Updates to the supported Software and provide them to Customer. Updates in this context shall mean those versions denoted by a change to the right of the decimal point (e.g., v3.0 to 3.1). |
29. Modifications of ServiceZurich reserves the right to alter its Services policy from time to time using reasonable discretion but in no event shall such alterations result in diminished Support or result in diminished obligations regarding the provision of Updates. Zurich reserves the right to request the purchase of updates to the current latest version before providing the Service. |
30. Customer's ObligationCustomer is obliged to comply with the following obligations: (a) payment of all invoices in full and in time, (b) installation and usage of the Software/License Material in accordance with the instructions, (c) to avoid any irregular use or abuse of the Software, (d) to cooperate and to immediately notify errors, problems or other useful information to Zurich, (e) to comply with these Terms and Conditions. |
31. ContactCustomer may send any Service requests via telephone or E-mail to the following address: |
32. Service Hours/Response CommitmentZurich provides the Service during the following hours: Monday through Friday, 8:00am to 5:00pm CET (Central Europe Time), excluding Swiss and local holidays. Zurich shall respond to Customer's requests within one working day. |
33. FeeThe Customer pays Zurich for the duration of the agreement fees as specified by Zurich. The fees shall be payable annually, in advance, with the first payment due ten (10) days before the beginning of the Services and the payment every year thereafter thirty (30) days due in advance. Partial payments are not possible without the prior consent of Zurich. Zurich may increase such fee, to be effective at the commencement of any future annual period, provided that Zurich notifies Customer, in writing, of such fee increase at least sixty (60) days prior to the end of the previous annual period. Expenses and any further costs such as taxes (e.g. VAT), duties and statutory fees imposed upon the provision of this Service are not included in the prices and shall be borne by the Customer. |
34. Reinstatement of ServiceZurich shall reinstate lapsed Services in accordance with its then current policies. In order to reinstate Services, Customer shall be required to pay 100% of the services fees for the lapsed period. In addition, Customer shall bear the further costs caused by the reinstatement, if any, up to a maximum of 20% of an annual service fee for the respective Software. |
35. Begin, Renewal and Termination of ServiceThe Service period begins at the date agreed upon by the parties and lasts for one year. After expiry of the initial annual Service period, Services shall renew on an annual basis, subject to Customer's duly payment of Zurich's invoice for the applicable Services fees. Customer may terminate the Services after the initial or any subsequent annual period by failing to pay Zurich's invoice for renewal Services fees. The invoice is due and Zurich must have received Customer's payment thirty (30) days before the beginning of the next annual Service period. Zurich agrees to provide Customer the respective invoice for Service fees at least sixty (60) days in advance of the commencement of the next annual Service period. |
36. Software License AgreementInsofar as these special provisions for software maintenance and updates do not expressly stipulate otherwise, the Additional Provisions For Software Licenses will be applicable. |
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