Terms and Conditions of the OnStyle License Agreement

Effective as of: July 09, 2025

Please read these Terms and Conditions of the OnStyle License Agreement (hereinafter the “Agreement“) carefully before purchasing, downloading, or using OnStyle (hereinafter the “Software“). This Agreement sets forth the legally binding terms for your purchase, download, and use of the Software.

By clicking “I Agree” or purchasing and using the Software, you (hereinafter referred to as the “Licensee”) agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not purchase, download, install, or use the Software. If you enter into this Agreement on behalf of a legal entity, and accordingly, you represent that you are a duly authorized representative with the authority to bind that legal entity and its affiliates to this Agreement, in which case the term Licensee shall refer to such legal entity and its affiliates.

This Agreement is between

DACHS Computing & Biosciences GmbH, Gundeldingerrain 106, 4059 Basel, Switzerland, (hereinafter referred to as “DACHS”) and the Licensee, (collectively hereinafter referred to as the “Parties“).

WHEREAS:

1. DACHS is the developer and owner of the Software «OnStyle». OnStyle as a Software is a Microsoft Word Add-in computer program with the purpose of supporting authors and reviewers of Microsoft Word documents in a highly regulated environment.
2. DACHS is willing to grant Licensee an agreed number of Licenses to use the Software in accordance with the terms and conditions set forth herein. DACHS and Licensee now wish to contract for these Licenses of the Software on the terms and conditions set out in this Agreement.
3. Licensee agrees and acknowledges that the terms and conditions in this Agreement have no effect nor any influence or any connection with – if any – any other DACHS Software License Agreement which are applicable on DACHS Software Licenses purchased by Licensee.

The Parties agree as follows:

1. Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meaning:

“Agreement” means this License Agreement and its Terms and Conditions, together with any future amendments entered into in accordance with Clause 15 hereinafter.

“Authorized User” shall mean employees, consultants, or contractors of Licensee, who are individually designated as individual person by Licensee to use one License for the Software.

“Confidential Information” means any information, whether conveyed orally, in writing, in machine-readable form or otherwise, which is designated as confidential by the Discloser or which by virtue of its character or the circumstances or manner of its disclosure is evidently of a confidential nature, including but not limited to information which relates to the business, affairs, products, developments, trade secrets, know how, personnel, customers and suppliers of either Party, the conditions of concluded agreements between the Parties (whether or not designated as confidential by either Party), together with all information derived from the foregoing.

“DACHS” means DACHS Computing & Biosciences GmbH, UID number CHE‑104.410.395, with registered domicile in Basel, Switzerland.

“Effective Date” is the starting date of a licensing period on the day of the procurement of the License.

“License” means the permission granted to Licensee limited to the individually designated person as Authorized User per License as defined in this Agreement (in case of the procurement of several licences limited to the number of Authorized Users).

“Parties” shall mean Licensee and DACHS collectively.

“Party” shall mean Licensee or DACHS, as the case may be.

“Software” means the OnStyle Microsoft Word Add-in computer program in object code and any third-party computer programs contained therein not explicitly subject to a different license, in each case supplied by DACHS herewith, and, if applicable, the corresponding online or electronic documentation, and all updates or upgrades of the above that are provided to Licensee.

“Use” means the reading into and out of memory of the Software and the execution thereof, in whole or in part, by an Authorized User.

2. License to use Software

2.1 Subject to the payment of the license fees, Licensee is entitled to use the Software under the terms of this Agreement for the purchased number of Licenses.

2.2 DACHS hereby grants Licensee a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right to download, install and Use the Software licensed from DACHS in the purchased quantity solely for Licensee’s internal business purposes in accordance with the terms and conditions set forth herein.

2.3 Each Authorized User shall be assigned the right of one License and to Use the Software on a workstation or virtual profile (e.g., in case of Virtual Desktop Infrastructure [VDI]). In case of several users using the same virtual shared environment (VDI) the right to Use one License for the Software has to be assigned to an individual Authorized User who is then allowed to use the Software on shared infrastructure per person.

2.4 Only such an Authorized User may be authorized to use the Software who has access to the Licensee’s IT infrastructure, i.e., has an e-mail address with Licensee’s domain and/or company Licensee’s Active Directory account. Any Authorized User may use the Software on company laptops and on shared VDI environment managed by Licensee. The use on BYOD is not allowed. The license of MS Word used in connection with the Software has to be granted to the Licensee.

2.5 In the event of an Authorized User ending his work for or his collaboration with Licensee Licenses may be reassigned to a new Authorized User during the term of this agreement only with the explicit consent of DACHS.

2.6 Restrictions regarding the licensed Software:

2.7 Licensee may not use the Software to engage in any unlawful or unauthorized activities.

3. License Fees and Payment Terms

3.1 The License(s) to use the Software is/are granted upon payment of the applicable license fees as outlined during the purchasing process. License fees are non-refundable unless otherwise stated in this Agreement or required by applicable law.

3.2 Order and Payment Terms:

3.3 Cancellation: You may cancel the license at any time before the renewal date through your online license management account. If you do not have an account, you can cancel by sending a written request to services@onstyle.ch before the renewal date. Upon cancellation, you will continue to have access to the Software until the end of the then-current subscription period, after which your access will be terminated.

3.4 License fees are non-refundable except as required by law.

3.5 The license fee includes standard support as described in Clause 5.1 hereafter. Additional support is provided by DACHS on request and is subject to additional costs. For the avoidance of doubt, the license fees do not include any taxes, levies or similar governmental assessments of any nature.

4. Automatic Renewal of Licenses

By purchasing a license for Software, whether on a monthly or yearly basis, you agree that the license will automatically renew at the end of each subscription term (monthly or yearly) unless cancelled in accordance with this Agreement.

Monthly Licenses: If you purchase a monthly license, the license will automatically renew every month on the anniversary of your original purchase date, and your chosen payment method will be charged the applicable license fee on each renewal date.

Yearly Licenses: If you purchase a yearly license, the license will automatically renew every year on the anniversary of your original purchase date, and your chosen payment method will be charged the applicable yearly license fee on each renewal date.

4.1 Notification of Renewal: For yearly licenses, you will receive a notification via email at least 14 days prior to the renewal date, reminding you of the upcoming renewal and the associated fee. No such notification will be provided for monthly licenses, which automatically renew without prior notice.

4.2 Changes to Renewal Fees: DACHS reserves the right to adjust the renewal fees at its discretion. You will be notified of any changes to the subscription fee at least 14 days before the renewal date. If you do not agree to the new fee, you may cancel your subscription before the renewal date in accordance with Section 3.3. For subsequent licencing periods the renewed license fee shall be increased by no more than 3.0% annually.

4.3 Payment and Failed Renewals: Your payment method on file will be automatically charged for the renewal fee at the start of each new subscription period. If the payment fails due to insufficient funds or an expired card, or because your payment method is direct bank transfer, we will attempt to notify you and you can make the payment in your online account. If payment is not successfully received, your license may be suspended or terminated.

4.4 No Refunds in case of Automatic Renewals: License fees for renewals are non-refundable, except as required by applicable law or as otherwise provided in this Agreement. You are responsible for cancelling your license before the renewal date if you do not wish to continue your subscription.

5. Support Services

5.1 Standard Support Services: The License(s) granted includes a standard support provided by DACHS upon request by Licensee. The following services are included in the license fee:

5.2 Optional Support Services: Optional services are available on request by the Licensee and charged with an additional fee.

6. Updates and Security

6.1 Pursuant to the terms of the present Agreement, Licensee agrees to comply with any rules and policies established from time to time by DACHS relating to the Software’s updates and security components. DACHS commits to apply such rules and policies to users of the Software, such rules including for example but without limitation required or automated updates, modifications and/or installations of the Software to address security, interoperability and/or performance issues. Notwithstanding the foregoing, DACHS agrees and warrants that any update shall enhance the Software and will not reduce any Software functionality.

6.2 These updates, modifications and the like may occur on a periodic or as needed basis, without prior notice to Licensee.

7. Data Privacy

In addition to the confidentiality obligations set forth in this Agreement, in the event that, during the performance of services and/or provisioning of Products hereunder, DACHS receives, observes or otherwise comes into possession of information that is protected by any applicable privacy laws and any other applicable data protection laws, DACHS agrees to fully comply with such laws, as they may be applicable to DACHS based on the nature of the Licenses and ancillary services, including without limitation, maintaining the confidentiality of any protected information, and that, whether or not such laws apply to DACHS based on the nature of the Licenses and ancillary services, DACHS will not (a) use such information other than as necessary to provide Licenses and ancillary services or as otherwise directed by Licensee or (b) disclose such information to any third party, unless otherwise permitted by the Parties.

8. Term and Termination

8.1 Term:

8.2 Termination for Cause:

8.3 Upon expiration or termination of this Agreement and written request, DACHS shall within a reasonable period destroy any Confidential Information (e.g., documents shared with the support), except for copies or files if retention is required by applicable law (whereas such copies/files shall be kept in a secured location for archiving or reference purposes only.

9. Ownership and Intellectual Property

9.1 All rights, titles and interests in and to the Software shall remain with DACHS and Licensee shall obtain only the License(s) and the rights set out in this Agreement.

9.2 DACHS retains all rights, titles and interests, including all copyrights and intellectual property rights, in and to the Software and all copies thereof.

9.3 All rights not specifically granted in this Agreement, including but not limited to national and international copyrights, are reserved by DACHS.

10. Warranty for Licensed Software

10.1 DACHS guarantees that the licensed Software will perform the functions described in the documentation. Any written or oral information or representations provided by DACHS or its employees, representatives, directors, officers, or vicarious agents with respect to the use or operation of the Software will in no way increase the scope of this warranty.

10.2 Licensee acknowledges that, even with the greatest care, malfunctions of the licensed Software cannot be completely excluded, and that uninterrupted or completely error-free operability of the licensed Software cannot be guaranteed. However, DACHS warrants that it maintains an appropriate organisation commonly used and accepted in the IT industry to prevent and fix errors and interruptions.

10.3 If the Software fails to comply with the warranty set forth above, DACHS’ entire liability and Licensee’s exclusive remedy will be as described below:

10.4 Licensee is responsible for

10.5 Unless stated elsewhere in this Agreement and if there is no separate service or support agreement between the Parties, DACHS has no other responsibilities with respect to the Software other than those specified in this Section and will not be responsible for any releases of the Software which are older than 12 months if newer releases are available.

10.6 Except for the warranties set forth above, the Software is licensed “as is”. DACHS does not warrant any errors which occur in the broader context in which the Software is used.

10.7 In no event will DACHS be liable for lost profits, opportunities, or contributions arising out of the misuse of or self-inflicted inability to use the Software.

10.8 Licensee is responsible for the instruction of his employees and other auxiliary persons in order to ensure that the Use of the licensed Software is compliant with the terms and conditions of this Agreement. For this purpose, Licensee shall take all necessary precautions and shall be liable to DACHS for any misconduct, breach or violations of the terms and conditions of this Agreement by its employees and auxiliary persons.

11. Limitation of Liability

11.1 DACHS’s liability for all loss, cost, harm, liabilities, fines or damage (all together “Damages”) shall be limited to the value of the license fees paid or to be paid to DACHS for the current licensing period per case. The limitation of liability shall apply accordingly to the liability of DACHS’ employees, representatives, directors, officers, and vicarious agents.

11.2 DACHS shall have no liability for Damages based on any unauthorized use by Licensee of the Software to develop, distribute or use any material that is defamatory, slanderous, libelous or obscene, that portrays any person in a false light or constitutes an invasion of any right to privacy, that infringes any third party’s rights or that is contrary to any foreign, federal or local statute or regulation.

11.3 Any limitation of liability shall not apply to damages based on any of the following:

11.4 In any case, whatsoever, DACHS shall not be liable for any indirect or consequential damages unless such damages have been caused intentionally or due to gross negligence from the part of DACHS.

12. Confidentiality

12.1 Any Party shall keep all Confidential Information disclosed under this Agreement pursuant to or in connection with the performance of obligations under this Agreement.

12.2 Any Party shall not disclose Confidential Information to any third party without the other Party’s consent, except that any of their employees, representatives, directors, officers, and vicarious agents who reasonably require access to it for the purpose and to the extent necessary for fulfilling obligations and services under this Agreement. The Parties shall ensure that any of its employees, representatives, directors, officers, and vicarious agents shall be bound by confidentiality obligations at least as stringent as the provisions set out in this Agreement.

12.3 Each Party shall share and use Confidential Information of the other Party only for the purpose and to the extent necessary for the performance of its obligations under this Agreement. If Licensee shares Confidential Information with DACHS which is not required for the use and the licensing of the Software DACHS shall in no event be held liable for any damages in connection with such unrequired sharing of Confidential Information.

12.4 Each Party shall safeguard the confidentiality of the Confidential Information it receives from the other Party using at least the same level of effort is uses to safeguard its own confidential information, but in no event using less than a commercially reasonable industry standard level of effort.

12.5 Each Party shall promptly notify the other Party of any use or access to Confidential Information that is not authorized under this Agreement of which its learns and shall reasonably cooperate with the other Party to retrieve any such Confidential Information and prevent further unauthorized use of or access to such Confidential Information.

12.6 Each Party’s obligations under this section shall not apply to Confidential Information that:

12.7 Notwithstanding any other part of the Agreement, each Party may disclose Confidential Information to the extent and to the persons or entities as governmental laws, regulations, rules or orders require, provided that the respective Party first gives notice of such requirement as promptly as practicable and reasonably cooperates in seeking any available exemption from or limitation on such requirement and any available protective order or confidential treatment.

12.8 Obligation under this section should survive termination or expiry for an additional period of five (5) years thereafter.

13. Miscellaneous

13.1 Licensee shall not assign and/or otherwise transfer to any party, neither partly nor in whole, any right conferred to Licensee in this Agreement, nor any obligation assumed hereunder, except with the explicit prior written approval of DACHS.

13.2 DACHS shall have the right to use Licensee’s company name as a reference for marketing efforts:

13.3 The waiver by either Party of a breach or default in any of the provisions of the present Agreement by the other Party shall not be deemed as a waiver of any right and/or remedy or any waiver of any succeeding breach or default concerning the same or other provisions.

13.4 This Agreement contains the complete agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Licensee agrees that any varying or additional terms contained in any other written notification or document issued by Licensee in relation to the Software licensed hereunder shall not be of any effect.

13.5 Should any provision of this Agreement be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

13.6 All and any Annexes to the present Agreement form an integral part of the present Agreement.

13.7   DACHS and other trademarks contained in the Software are trademarks or registered trademarks of DACHS in Switzerland and/or other countries shall not be used by Licensee without prior written agreement of DACHS. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Licensee may not remove from the Software or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels contained in the Software. This Agreement does not authorize Licensee to use DACHS’ or its licensors’ names or any of their respective trademarks.

14. Applicable Law and Jurisdiction

14.1 The present Agreement shall be governed by and construed in accordance with the laws of Switzerland, without giving effect to the principles of conflict of laws thereof. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.2 All and any dispute arising out of or in connection with the present Agreement, or any agreement ancillary to it, shall be submitted to the exclusive jurisdiction of the courts of Basel/Switzerland, with right to appeal to any competent court.

15. Changes to Terms

15.1 DACHS reserves the right to update this Agreement at any time without prior notice to the Licensee. The most current and applicable version of this Agreement is always available at https://www.onstyle.ch. DACHS will indicate the effective date of the changes at the top of the Agreement and provide a summary of modifications compared to the previous version. All prior versions of the Agreement will also remain accessible on the same website.

15.2 If a change requires a specific notice pursuant to applicable law, DACHS will provide Licensee with such notice in the manner prescribed by applicable law, together with any required notification of Licensee’s rights.

15.3 It is Licensee’s responsibility to keep the contact email address up to date for any notices that DACHS may send to Licensee and to periodically review this Agreement.

15.4 If you continue to use the Software after the effective date of the changes, then you agree to the revised terms and conditions and revised Agreement. If you do not wish to comply with the new Agreement, send a notification with the refusal to comply within 10 days, or stop using the Software or cancel your subscription. The existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the year for which Licensee has already made payment to DACHS), unless the Parties agree otherwise.

16. Contact Information

If you have any questions regarding this Agreement, please contact us at:

Email: services@onstyle.ch

Address: Gundeldingerrain 106, CH-4059 Basel, Switzerland