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Terms and Conditions

We are very pleased about your interest in our website. The protection of your privacy is of utmost importance to us. Below, we provide you with detailed information on how we handle your personal data in accordance with the applicable data protection regulations, especially the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

1. Object of the Agreement

1.1 The object of this licence shall be the standard data processing programme VISULOX of amitego AG (the "SOFTWARE"), including all updates, upgrades, patches and documentation supplied by amitego AG ("AMITEGO").
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1.2 The SOFTWARE includes certain third-party software components, including open-source components, which are governed by their respective licence terms. The applicable licence terms are summarised in Section 7 and listed in Exhibit B. Such third-party licences apply exclusively to the corresponding components and do not affect the proprietary nature of the SOFTWARE as a whole.
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1.3 Should a portion of the object of the Agreement comprise the supply of standard software of a third-party manufacturer, the terms of use of that manufacturer shall apply exclusively in this respect. AMITEGO shall in this case solely arrange the licence agreement, which is then concluded directly between the manufacturer and the licensee. These terms of use shall be provided to the licensee on request.

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1.4 AMITEGO is amitego AG, Im Obstgarten 2b, 8602 Wangen-Brüttisellen, Switzerland. VISULOX is a registered trade mark of amitego AG.

2. Rights of use

2.1 The licensee shall receive the non-transferable and non-exclusive right to use the SOFTWARE. The contractual grant of the licence shall occur according to the particular offer selected as a perpetual licence or as a time-limited licence as set forth in an applicable Order.

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2.2 "Order" means any ordering instrument used for acquiring AMITEGO Software or Service under this Agreement, which once executed will become part of this Agreement. The initial Order shall be attached hereto as Exhibit A.

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2.3 All use after expiry of the term of a time-limited licence (if applicable) shall be excluded. In the event of continued use in breach of the Agreement, payment of the then-valid list price of the licence in addition to a service fee according to Section 8 shall be due retrospectively as from the beginning of such use. This shall not affect the right of each contracting party to extraordinary termination of the Agreement without a period of notice for cause.

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2.4 In the event of the termination of this Agreement, the licensee shall be obliged to delete the SOFTWARE and all copies thereof completely.

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2.5 The licensee may use the SOFTWARE on the hardware available to it. If the licensee changes the hardware on which the SOFTWARE is operated, the licensee must delete the SOFTWARE from the hardware previously used.

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2.6 The licensee shall be obliged to take suitable measures to prevent any unauthorised use by third parties. For the purposes of this Section, branch offices, companies associated with the licensee, partners or spatially or organisationally separate institutions of the same organisation shall be regarded as "third parties."

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3. Object Code, Source Code and Backup Copies

3.1 AMITEGO shall not be obliged to transfer the object code on a data carrier.
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3.2 The proprietary source code of the SOFTWARE constitutes a trade secret of AMITEGO. There shall not be any claim to the surrender or disclosure of the proprietary source code unless (a) a proceeding in bankruptcy, insolvency and/or liquidation is instituted by or against AMITEGO, or AMITEGO enters into a voluntary or involuntary receivership arrangement; (b) AMITEGO ceases to carry on business on a regular basis or fails to provide Services for the SOFTWARE for a period of three (3) days; or (c) any other event occurs as set forth under applicable mandatory law.
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3.3 The licensee shall be entitled to make backup copies of the SOFTWARE if this is necessary for its proper use.
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4. Copyright and Proprietary Rights

4.1 The licensee acknowledges that the SOFTWARE is protected by copyright, trade-secret laws and international agreements, and that all right, title and interest in and to the SOFTWARE remain with AMITEGO. The licensee shall not be entitled to change, process, copy, duplicate, translate, adapt or create derivative works of the SOFTWARE or text materials transferred to it (codes, documentation) beyond the scope required for the use of the SOFTWARE within the framework of the rights and obligations arising from this Agreement, whether on its own behalf or through third parties.
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4.2 Copyright marks or registration features, including without limitation any registration numbers in the SOFTWARE, may not be removed or changed.
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4.3 Any temporary transfer for use for direct or indirect economic or commercial benefit to third parties shall be prohibited without the prior written approval of AMITEGO. Any resale for independent use of the SOFTWARE to third parties shall only be permissible if (a) the licence acquired is not split up, i.e. the right to use the SOFTWARE is not resold for a number of users smaller than the number originally acquired by the licensee; (b) the licensee provides the data of the purchaser to AMITEGO in order to maintain the services pursuant to Section 8; and (c) the licensee ensures by all technical means at its disposal that any copy still available to it is rendered useless and that no possibility whatsoever of use of the SOFTWARE or its components remains with the licensee.
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4.4 This Section 4 governs the proprietary portions of the SOFTWARE. Rights with respect to third-party open-source components are governed by Section 7.
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5. Decompilation and Programme Changes

5.1 Disassembling the programme code of the SOFTWARE into other code forms (decompilation) and other forms of reverse engineering of the various production stages of the SOFTWARE, including programme changes, shall only be permissible without the express approval of AMITEGO to the extent permitted under applicable mandatory law (in particular for the purposes of achieving interoperability of an independently created computer program with other programs).
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5.2 Copyright marks, serial numbers and other features serving programme identification may not be removed or changed under any circumstances.
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5.3 This Section 5 governs the proprietary portions of the SOFTWARE. Rights with respect to third-party open-source components are governed by Section 7.
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6. Permitted Uses and Restrictions

6.1 The licensee shall not:

  • circumvent or attempt to circumvent any license-control, activation or anti-tampering mechanism of the SOFTWARE;
  • use the SOFTWARE to provide commercial software-as-a-service offerings to third parties unless explicitly permitted in the applicable Order;
  • combine, link or merge the proprietary portions of the SOFTWARE with any open-source software in a manner that would purport to subject the proprietary portions of the SOFTWARE, in whole or in part, to the terms of any open-source licence;
  • use the SOFTWARE in violation of applicable export-control or sanctions laws; or
  • remove, obscure or alter any proprietary notices, labels or trademarks contained in or affixed to the SOFTWARE.

6.2 This Section 6 governs the proprietary portions of the SOFTWARE. Rights with respect to third-party open-source components are governed by Section 7.
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7. Third-Party and Open-Source Components

7.1 General

The SOFTWARE includes certain third-party open-source software components ("Open-Source Components"). The applicable licences, copyright notices and source-code availability information for the Open-Source Components are listed in Exhibit B and provided in the file NOTICE.txt or THIRD-PARTY-LICENSES.txt accompanying the SOFTWARE distribution. Each Open-Source Component is licensed to the licensee solely under the terms of its applicable open-source licence.

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The Open-Source Components are functionally integrated into, but technically and legally separate from, the proprietary portions of the SOFTWARE: they are invoked through arms-length interfaces and are not statically linked into, nor incorporated as derivative works of, the proprietary portions of the SOFTWARE. The licensing of any Open-Source Component does not extend to the proprietary portions of the SOFTWARE, which remain licensed exclusively under this Agreement.
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7.2 Notices and Licence Terms

AMITEGO provides with each copy of the SOFTWARE: (a) prominent notice that the SOFTWARE includes Open-Source Components; (b) the full text of each applicable open-source licence; and (c) the original copyright and licence notices for each Open-Source Component, in unmodified form.
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7.3 Source Code Availability

For each Open-Source Component which is subject to a licence requiring the availability of source code (including without limitation components licensed under the GNU General Public License), AMITEGO shall make the complete corresponding source code (including any AMITEGO modifications, if any) available on request for at least three (3) years from the date the SOFTWARE was last distributed by AMITEGO. Source code may be obtained free of charge (other than the actual cost of physical media and shipping, if any) by written request to opensource@visulox.com, or, where available, by reference to the public source repository of the corresponding component as identified in Exhibit B.
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7.4 Modifications and Replacement

The licensee's rights to copy, modify, reverse-engineer, redistribute and otherwise use any Open-Source Component are governed exclusively by the applicable open-source licence and are not limited or restricted by this Agreement. The licensee acknowledges, however, that AMITEGO's warranty obligations under Section 9 and support obligations under Section 8 do not extend to any version of the SOFTWARE in which an Open-Source Component has been modified or replaced by the licensee or any third party.
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7.5 No Warranty for Open-Source Components

The Open-Source Components are provided to the licensee on an "AS IS" basis under the terms of their respective open-source licences, without any warranty of any kind from AMITEGO. The warranty disclaimers and limitation-of-liability provisions of the applicable open-source licences shall apply with respect to such components.

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8. Support and Maintenance

8.1 Support and maintenance of the SOFTWARE ("Service") may be acquired in addition to the SOFTWARE licence.

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8.2 The Service period shall be renewed in each case for the same contractual period as the licence agreement if the Service agreement is not terminated by one contracting party in writing at the end of the initial or each succeeding contractual period. The period of notice in this respect shall be three (3) months.

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8.3 If the Service is terminated without cancellation of the licence agreement and the licensee subsequently wishes to resume the Service, the period from the end of the last paid Service period to the actual date of resumption shall be paid for at an amount equal to fifty per cent (50%) of the regular Service fee.

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8.4 This shall not affect the right of each contracting party to extraordinary termination of the Agreement without a period of notice for cause.

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8.5 The Service includes the supply of cost-free updates of the SOFTWARE, e-mail support at support@visulox.com and telephone support pursuant to the particular support agreement separately concluded in this regard.
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9. Guarantee

9.1 The parties agree that, according to the current state of technology, it is not possible to develop standard software free of defects for all application conditions. AMITEGO shall nevertheless be liable for ensuring that the SOFTWARE substantially corresponds with the functions described in the documentation and that it is free of defects that cancel or reduce its value or its suitability for the contractually stipulated purpose or the usual purpose. AMITEGO shall not be liable for insignificant deviations or reductions.

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9.2 In the event of considerable defects, AMITEGO shall be entitled and obliged to eliminate the defects at its own expense or to provide an equivalent replacement (subsequent specific performance). AMITEGO shall be entitled to make the choice between rectification and replacement. If the subsequent specific performance or replacement delivery fails a second time, the licensee may at its discretion either rescind the Agreement or reduce the agreed payment.

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9.3 The guarantee period shall be one (1) year, calculated from the day of delivery or download of the SOFTWARE.

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9.4 The guarantee under this Section 9 does not extend to: (a) Open-Source Components, which are provided on an "AS IS" basis under their respective open-source licences (see Section 7.5); (b) defects arising from modifications of the SOFTWARE or any Open-Source Component by the licensee or any third party; (c) defects caused by use of the SOFTWARE outside the documented operating environment; or (d) defects caused by hardware, network or third-party-software failures outside AMITEGO's control.

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10. Liability Restriction and Contributory Negligence

10.1 AMITEGO shall only be liable for losses arising other than through injury to life, limb or health if such losses are based on intent or gross negligence or on a culpable infringement of an essential contractual obligation by AMITEGO or its agents. An obligation shall be regarded as contractually essential if its fulfilment is what makes proper implementation of the Agreement possible in the first place and on whose fulfilment the customer may normally rely.

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10.2 AMITEGO shall only be liable for the loss of data according to Section 10.1 if such loss could not have been avoided by appropriate data backup measures on the part of the licensee. Inadequate data backup shall in particular exist if the licensee neglected to take precautions through backup measures corresponding to the current state of technology against external influences, especially against computer viruses and other phenomena that could endanger individual data sets or the entire database.

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10.3 Additional liability for damages shall be excluded; this shall not affect claims arising from a guarantee provided by AMITEGO for the quality of the purchase object or from mandatory product-liability legislation, including the Swiss Federal Act on Product Liability (Produktehaftpflichtgesetz, PrHG).

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10.4 In the event of ordinary negligence, AMITEGO shall only be liable for those losses that are foreseeable or typical.

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10.5 The limitations set forth in this Section 10 shall not apply to: (i) AMITEGO's obligations under Section 12 (Confidentiality); (ii) AMITEGO's gross negligence or willful misconduct; or (iii) liability under mandatory statutory provisions.

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10.6 AMITEGO shall have no liability whatsoever in respect of any Open-Source Component beyond what is expressly provided in the applicable open-source licence.
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11. Price Adjustments

11.1 AMITEGO reserves the right, in the event of changes in salary or prime costs or other general cost changes in the IT industry that occur after the conclusion of this Agreement, to increase or reduce the agreed prices in accordance with such actual cost changes. The corresponding changes shall be communicated to the licensee before they take effect.

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11.2 The change shall take effect at the beginning of the month following notification of the change. Should such changes lead to an increase in prices of more than five per cent (5%), the licensee shall be entitled to terminate the Agreement without notice in writing within one (1) month of receiving the notification of change.

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12. Confidentiality

12.1 Each party agrees that during the term of this Agreement it may disclose confidential information to the other party ("Confidential Information") and that the receiving party shall not disclose such Confidential Information except as set forth herein. The proprietary source code, design documents, technical documentation and trade secrets of the SOFTWARE shall be deemed Confidential Information of AMITEGO.

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12.2 Confidential Information shall not include information that the receiving party can demonstrate:

(a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party without an obligation of confidentiality;

(b) was known to the receiving party prior to the time of its disclosure without an obligation of confidentiality;

(c) is independently developed by the receiving party without use of, or reference to, the disclosing party's Confidential Information; or

(d) is subsequently learned from a third party not under a confidentiality obligation to the disclosing party.

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12.3 If a receiving party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the receiving party shall provide the disclosing party with prompt notice of such requirement and shall use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Such disclosure of Confidential Information in accordance with this Section shall not violate the terms of this Section 12.

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13. Final Provisions

13.1 Activation of the SOFTWARE licence shall only occur after complete payment of the usage fee for the licensed SOFTWARE and – if agreed – the additional fees.

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13.2 This Agreement shall be governed by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive legal venue shall be Zurich, Switzerland.

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13.3 The contractual language shall be English. Versions in other languages shall serve solely as additional information and shall not be binding.

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13.4 Should any provision of this Agreement be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic intent of the invalid or unenforceable provision.

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13.5 Amendments and supplements to this Agreement must be made in writing in order to be effective. This requirement of written form may itself only be waived in writing.

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13.6 This Agreement, including any Order and the documents referenced herein, constitutes the entire agreement between the parties with respect to the SOFTWARE and supersedes all prior agreements, understandings or representations, whether written or oral.
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Exhibit A – Order
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If asked but not mandatory, the applicable Order shall be attached here. The Order shall set out, at a minimum: licence type (perpetual / time-limited), term, number of users / instances, applicable fees, Service options and any specific conditions agreed between AMITEGO and the licensee.
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Exhibit B – Open-Source Components

The following Open-Source Components are included in the SOFTWARE. Each Open-Source Component is licensed solely under the terms of its respective open-source licence. The full text of each applicable licence, together with the respective copyright notices, is included in the file NOTICE.txt or THIRD-PARTY-LICENSES.txt distributed with the SOFTWARE.
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B.1 Xpra
  • Component: Xpra
  • Project URL:
B.2 Further licence activated Open-Source Components

None

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