The quotation or online services to which these Terms and Conditions of Sale are attached (the "Quote") is an offer to sell the quoted services, on-prem software, software as a service, or hardware product (the "product") to the named purchaser (the "customer"), conditional on the customer's agreement to the terms and conditions set forth below and ExpertFlow agrees to sell the same only upon these terms and conditions.

ExpertFlow reserves the right to discontinue or replace a product or parts thereof.

No modification to these conditions will be effective unless in writing and signed by authorized representatives of both parties. ExpertFlow may use subcontractors to fulfill its obligations.

This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements, understandings, and communications between the parties regarding such subject matter.

Unless otherwise specified, a written quote is valid for thirty (30) days from the date of issuance, an online offering as long as it’s published publicly.

1. Software, software licenses, and documents will be delivered as downloadable media or license files or consumable as cloud software, without support on CD-ROM. 
2. On-premise software will initially be delivered with a fully functional temporary license, valid for one month after installation. The license will then expire, pending final payment.
3. All Services, SW licenses and Hardware will be shipped from Switzerland, Incoterms EXW.
4. If professional services for software installation for end users is offered, ExpertFlow will do an installation on one sample user desktop for testing purposes. ExpertFlow will share the installation binaries and a deployment guide, and the customer will install the application on all other user systems. 
5. ExpertFlow is not responsible for any missing or erroneous software and hardware, and unless explicitly stated, does not ship hardware.
6. For any third party software licenses or HW (server HW, UCS, SAN, vCPU’s vRAM, etc.) not ordered through ExpertFlow, or for which ExpertFlow doesn't charge any margin, ExpertFlow may indicate typical purchase prices to third parties in the offer sheet, or may simply indicate that these items are required, without indicating prices. These prices (if indicated) are of a budgetary nature to facilitate the overall cost estimates. These line items or prices do not engage or legally bind ExpertFlow in any way, and ExpertFlow is not responsible for the correct design, pricing, or availability of such components. It is the responsibility of the customer to provide these prerequisites.
7. For any defect reported in the licensed software, ExpertFlow does not commit to providing a Hot Fix. ExpertFlow shall use reasonable efforts to correct the fix, within a future maintenance release as part of legal warranty.
8. If a third-party software or equipment fails to provide certain functionality, ExpertFlow has the right to replace that software with a different software that provides the missing equivalent functionality, at no additional cost to the customer.
9. The language for professional services is English. Documentation will be provided in English in electronic format only.
10. Software might be provided with time-limited licenses.

1. Installs the servers, and virtual machines, and pre-installs correct OS, Service Pack, and other components as mentioned in the HW/SW prerequisites sheet on the offer by ExpertFlow.
2. Install and maintain a registered updated antivirus program that is certified by the relevant vendors. 
3. Test calls or chats, providing local network traces for debugging.
4. ExpertFlow is not responsible for any corruption of the database or the operating system due to power failure or abnormal restarting of servers or any virus attacks.
5. Ordering and shipping third-party software as recommended by ExpertFlow. ExpertFlow encourages the customer to order any software only once ExpertFlow has signed off the low-level design document with the customer, to make sure that both ExpertFlow and the customer maintain certain flexibility to change details in the order if a last-minute change should occur.
6. Issues related to LAN/ WAN/ Server/ VMware/ Virus/ IPT/ Active Directory/ cloud readiness. Any root cause for a problem related to one of these will not be counted against ExpertFlow downtime.
7. The customer hereby acknowledges that his name and the scope of the project can be mentioned by ExpertFlow as a customer reference installation.
8. The customer participates in NRFU tests (network ready for use), and commits to do UAT (User acceptance tests) within one (01) week after the NRFU. Acceptance of services shall occur immediately after one (01) week of NRFU unless the customer provides written notification of non-conformity.
9. In case the project involves AI engines (such as chatbots or conversational IVR), the customer is responsible for providing labeled training data to train the AI engines and create a language model.
10. provide access to third party vendor portals such as Cisco CCO access
11. ensure third-party support and partner certifications where required
12. logistics and import of third party products

For on-prem deployments, ExpertFlow reserves the right to change the deployment model of the software it provides, including virtualization (VMWare, Docker,..), Operating Systems (MS, Linux,...), database (MSSQL, MySQL,...), Hardware (CPU’s RAM, Storage space) and other prerequisites. These requirements are stated by ExpertFlow and valid at the time of the offer and might change with newer features or software versions.

Unless stated otherwise, it is assumed that all shipments, installation, and training will take place in one single location and one-time deployment. A failover redundant installation will be done only if it’s explicitly stated in the financial offer.

Training (if offered and ordered) will take place in the customer's productive environment. The customer will provide a separate training room with laptops and IP Phones available to all participants who have access to the production system, as well as a projector, whiteboard, and catering.

During the execution of the project, new requirements might come up that were not part of the project scope. Usually, these will require a change request and commercial quote. However, the Expertflow project manager can decide to include these changes at no additional charge for the customer, as “Goodwill”. Deliverables included as “Goodwill” will be done without legal obligation, goodwill, and on a "best effort" basis, without contractual commitment on deliverables or timelines. Expertflow may stop without reason and further obligation the deployment of the additional functionality which was not part of the original commercially agreed project scope. Expertflow will however communicate any deviation of "goodwill" functionality, and track it as any other project deliverable.

Either Expertflow or Customer/Partner may request changes to the Services, Deliverables, or other terms of this SOW. This request will be communicated using a “Change Request” which describes the proposed change, the reason for the change, and the effect the change is expected to have on the Project. The Project Manager of the requesting party will submit a written Change Order to the Project Manager for the other party.

Both Customer/Partner and Expertflow will review the proposed Change Request within ten (10) business days, or according to the responsibilities and time frames in the agreed process.  The Change Request will be updated with the response information, and both parties will approve it, defer it for further study, or reject it. A mutually agreed Change Order will take precedence over the SOW in the event of conflict. 

If a requested change is complex, Expertflow may determine that additional fees and/or an adjustment to the Project schedule are required for a full evaluation.  In this case, Expertflow will submit an “Estimation Change Order” and will proceed with the evaluation and response to the request only after agreement by the Customer/Partner. 

1. Expertflow will perform its obligations under this Agreement in a professional manner.
2. Expertflow will not have any obligation or be liable for any error, omission, defect, deficiency, or nonconformity in any supported software product or update.  Expertflow does not warrant that the operation of the Supported Software or updates maintained or serviced by Expertflow will be uninterrupted or error-free or that all malfunctions, deficiencies, or errors will be corrected.
3. Expertflow has no warranty obligation for products or services provided by third parties. Third-party software is licensed by the original manufacturer thereof and is subject to the manufacturer’s standard license agreement.
4. Customer/Partner shall not:
   1. make an attempt to modify, decompile, or attempt to derive the source code
   2. transfer, sublicense, or assign rights under this license to any other person or entity
   3. make the Software available to third parties, whether as an application service provider or on a rental/cloud/hosted service

Subject to the terms and conditions of this Agreement and the applicable Order Form, ExpertFlow hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable, and non-transferable right to use the ExpertFlow Software.

If ExpertFlow software products are purchased as a cloud service from ExpertFlow, the following terms apply:

1. ExpertFlow Service. Subject to the terms and conditions of this Agreement and the applicable Order Form, ExpertFlow hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable, and non-transferable right to access and use (and to permit the Authorized Users to access and use) the ExpertFlow Services during the Service Term, solely to support the internal business operations of Customer and its Affiliates.  All rights in the ExpertFlow Services not expressly granted in this Agreement are reserved to ExpertFlow. Customer will not provide access to the ExpertFlow Services to any third party without ExpertFlow’s prior written consent.
2. Authorized User Credentials. Customer shall be responsible for and liable for its Authorized Users’ compliance with this Agreement.  Each Authorized User must create and use unique access credentials, and Customer shall ensure user IDs and passwords are not shared or used by more than one Authorized User. Customer shall take all reasonable precautions to prevent unauthorized access to or use of the ExpertFlow Services and shall notify ExpertFlow promptly of any unauthorized access or use. Customer shall be responsible for any unauthorized usage that occurs due to misuse of its log-in credentials.  Customer will be solely responsible, at Customer’s expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for Customer and each Authorized User to connect to, access, and use the ExpertFlow Services.
3. Provision of Support; Support Requirements. ExpertFlow will provide applicable ExpertFlow standard support for purchased ExpertFlow Services to Customer at no additional charge, and/or upgraded support if purchased, as set forth at https://www.ExpertFlow.com/legal/support-policy (the “ExpertFlow Support Services Policy”) as may be updated by ExpertFlow from time to time. Any updates to the ExpertFlow Support Services Policy made during any then-current Service Term will not apply until the start date of the next Service Term. A support ticket may only be opened by Customer’s administrators. Before the established go-live date, each Customer administrator must complete the ExpertFlow Admin and Advanced Admin certification track and ensure that all Authorized Users complete the applicable certification track based on their role (Agent, Supervisor, Admin, and/or Advanced Admin). All ExpertFlow Academy users must use their corporate email for registration.

1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation: (a) Services are purchased as subscriptions for each Authorized User for the Service Term, (b) subscriptions for Services for additional Authorized Users may be added during the Service Term (and shall be subject to the terms of this Agreement) through an Order Form or by placing an order at ExpertFlow’s online portal, prorated for the portion of that Service Term remaining at the time the subscriptions are added,  (c) any added subscriptions will be co-terminus with the existing subscriptions, and (d) any automatic renewal pursuant to Section 13.2. will include all Authorized Users added prior to the end of the Initial Term or Renewal Term (as applicable).  
2. Customer Responsibilities. Customer will: (a) comply (and be responsible for its Authorized Users’ compliance) with this Agreement, the Documentation, and the Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Third-Party Product with which Customer uses the Services or Third-Party Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Third-Party Content, and notify ExpertFlow promptly of any such unauthorized access or use, (d) use the Services and Third-Party Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with the terms of service of any Third-Party Product with which Customer uses the Services or Third-Party Content. If Customer uses the ExpertFlow Services and elects not to use the encryption settings, Customer acknowledges that unencrypted communications sent to or from Customer, through the ExpertFlow network, do not meet ExpertFlow’s security requirements. Customer assumes all risk and responsibility for any unauthorized disclosure or other breach of Customer Data due to Customer’s election to not use encryption.
3. Removal of Third–Party Content and Third–Party Product. If Customer receives notice that Third-Party Content or a Third-Party Product must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in ExpertFlow’s judgment continued violation is likely to reoccur, ExpertFlow may disable the applicable Third-Party Content, Services and/or Third-Party Product. If requested by ExpertFlow, Customer shall confirm such deletion and discontinuance of use in writing, and ExpertFlow shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if ExpertFlow is required by any third-party rights holder to remove Third-Party Content, or receives information that Third-Party Content provided to Customer may violate applicable law or third-party rights, ExpertFlow may discontinue Customer’s access to Third-Party Content through the Services.
4. Use Restrictions. Customer and all Authorized Users must comply with ExpertFlow’s Acceptable Use Policy located at (the “Acceptable Use Policy”) and any applicable acceptable use or similar policies imposed by the applicable telco carrier.
5. Customer Data. Customer acknowledges that ExpertFlow is not responsible for the creation, content, or use of the Customer Data by Customer or any third party. Customer represents that it owns or has acquired the necessary licenses to grant ExpertFlow the below license to use Customer Data. During the Service Term and for thirty (30) days thereafter, Customer may export its Customer Data from the ExpertFlow Service (the “Export Period”). After the Export Period, ExpertFlow may delete Customer Data in accordance with its standard schedule and procedures.
6. Protection of Customer Data. ExpertFlow will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Authorized Users).
7. License by Customer to ExpertFlow. Customer grants ExpertFlow, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Third-Party Product and program code created by or for Customer using any Services or for use by Customer with the Services, and Customer Data, each as appropriate for ExpertFlow to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Third-Party Product with the Services, Customer grants ExpertFlow permission to allow the Third-Party Product and its provider to access Customer Data and information about Customer’s usage of the Third-Party Product as appropriate for the interoperation of that Third-Party Product with the Services. Subject to the limited licenses granted herein, ExpertFlow acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Third-Party Product or such program code.
8. License by Customer to Use Feedback. Customer grants to ExpertFlow and its Affiliates a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of ExpertFlow’s or its Affiliates’ business, including but not limited to its Services, implementation of the Services, Third-Party Content, and Marketplace. ExpertFlow may use de-identified, aggregated Customer Data for the purpose of maintaining or improving the Services or Marketplace.

Indemnification by Customer. Customer will defend, indemnify, and hold ExpertFlow harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third-party subpoenas, government investigations or enforcement actions brought against ExpertFlow by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) related thereto alleging: (i) Customer’s use of any feature of the ExpertFlow products violates Customer’s contractual, regulatory, or other legal obligations, including but not limited to the Acceptable Use Policy; (ii) ExpertFlow’s use of any Customer Data as permitted by this Agreement or any Customer Data infringes or misappropriates a third party’s Intellectual Property Rights; (iii) a Third-Party Product provided by Customer or the combination of a Third-Party Product provided by Customer and used with the products infringes or misappropriates a third party’s Intellectual Property Rights; or (iv) Customer’s use of the products or Third-Party Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form. ExpertFlow shall: (a) promptly give Customer written Notice of the claim against ExpertFlow, (b) give Customer sole control of the defense and settlement of the claim against ExpertFlow (except that Customer may not settle any claim against ExpertFlow unless it releases ExpertFlow of all liability), and (c) give Customer all reasonable assistance, at Customer’s expense.

Indemnification by ExpertFlow. ExpertFlow will pay all Damages and defend Customer from and against all claims brought against Customer by a third party alleging that Customer’s use of the ExpertFlow products as permitted by this Agreement infringes or misappropriates a third-party copyright, trade secret, trademark or patent (“IP Claim”); provided Customer: (a) promptly notifies ExpertFlow of all allegations of any such IP Claim, (b) grants ExpertFlow exclusive control over the defense and settlement of any such IP Claim (except that ExpertFlow may not settle an IP Claim against Customer unless the settlement releases Customer of all liability related to the IP Claim), and (c) gives ExpertFlow any information it reasonably requests in connection with the defense of the allegation. If ExpertFlow receives notice or information about the IP Claim, ExpertFlow may in its discretion and at no cost to Customer: (i) modify the ExpertFlow products so that they  no longer infringe or misappropriate, (ii) obtain a license for Customer’s continued use of such ExpertFlow products in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for such ExpertFlow products upon 30 days’ written Notice and refund Customer any prepaid and unused fees covering the remainder of the products Term of the terminated subscriptions. The above defense and indemnification obligations do not apply if: (1) the allegation does not state with specificity that the ExpertFlow products are the basis of the IP Claim against Customer; (2) an IP Claim against Customer arises from the use or combination of the ExpertFlow products or any part thereof with software, hardware, data, or processes not provided by ExpertFlow, if the ExpertFlow products or use thereof would not infringe without such combination; (3) an IP Claim against Customer arises from ExpertFlow products for which there is no charge; or (4) an IP Claim against Customer arises from Third-Party Content, a Third-Party Product or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

1. Unless explicitly stated in the offer, all professional services will be executed remotely over a VPN connection. 
2. All expenses including travel and visas for ExpertFlow engineers to come onsite, as well as living expenses inside the country will be paid by the customer.
3. For any committed onsite work, ExpertFlow engineers will travel to the work location, as long as the Swiss Ministry of Foreign Affairs ( "the MOFA", http://www.eda.admin.ch/eda/fr/home/travad/ travel.html) considers it safe to do so. If during the onsite stay, the MOFA recommends foreigners leave or not visit a particular location, all onsite ExpertFlow personnel will leave the country immediately, and the additional travel cost will be borne by the partner. Any cost due to security measures as recommended by the Swiss MOFA will be borne by the partner. If a location is considered to be unsafe, the project will be completed remotely only, and training will take place over WWW collaboration sessions. The on-site charges can then be deducted from the total project amount with the final payment.
4. ExpertFlow is an equal opportunity employer. ExpertFlow commits to providing the deliverables outlined in this offer with the engineers most qualified and appropriate for the work at hand. This is being done regardless of nationality, sex, or religious beliefs. ExpertFlow does not commit to making one particular engineer available for a certain task or project. If CVs are joined in the bid document, this is to illustrate the type of engineers that ExpertFlow will deploy during the project. Engineers are assigned if and when work occurs and based upon the task at hand, and availability of the best available resource. ExpertFlow therefore doesn't commit in advance to a particular person for a particular project.

1. Design and architecture documents provided by ExpertFlow are the intellectual property and ownership of ExpertFlow. The same applies to documentation provided by the customer. Such documents will be used exclusively for the purpose of using the platform as deployed by ExpertFlow. In case of non-award of a project, such documents will be returned to the originating party, and any copy thereof available destroyed. This obligation of confidence doesn't apply to information that becomes generally available to the public, is available to the customer before receiving such information from the releasing party, is made available by a third party that has no such obligation to the releasing party, or is required by law to be disclosed.
2. Either party may disclose that ExpertFlow is Customer’s vendor and that Customer is an ExpertFlow customer.
3. During the term of this Agreement and for a period of two (2) years after the later of the date of this Agreement or the completion of any SOW under this Agreement, each party agrees not to, directly or indirectly, initiate employment discussions with, hire or use in any way the services of an employee or contractor of the other Party (ExpertFlow, partner and customer). The parties specifically agree that a material, uncured breach of this provision will entitle the non-breaching Party to agreed-upon liquidated damages in the amount of fifty thousand dollars $50,000 per occurrence with a maximum aggregate limitation of $500,000. Subject to the time limitation set forth in the first sentence of this paragraph, this provision applies to employees and contractors who are no longer employed by the injured party but were so employed at any time during the term of this Agreement.
4. ExpertFlow (or its licensor, if applicable) retains sole title to and ownership of all intellectual property including the source code and patents of the Supported Software and Updates, all related information furnished under this Agreement, and all related copyrights.  However, the licenses and the entitlements procured by Customer will be owned by Customer.

The terms of this agreement are entered into force by the customer and partner ordering any services or software from ExpertFlow, and ExpertFlow accepting to provide these services for a certain period or project. It ends after the last agreed service has been provided by ExpertFlow to the partner. A project is considered "ordered" by ExpertFlow and legally binding to ExpertFlow once ExpertFlow sends a "PO acceptance" to the partner, re-stating the exact scope and T&Cs to the partner.

In case of a legal dispute, the competent court of jurisdiction is in Berne, Switzerland, and the language will be English, with each party paying his own legal fees. Alternatively if specified so, and in order to speed up a legal settlement, an international Arbitration under United Nations UNCITRAL (www.uncitral.org) processes will govern settlements of disputes, applying Swiss Rules of International Arbitration in force on the date on which the Notice of Arbitration is submitted. The number of arbitrators shall be one, and the partner is free to choose any arbitrator that is a member of the Swiss Arbitration Association (http://www.arbitration-ch.org/), and ExpertFlow will accept that arbitrator.  The arbitration fees of the arbitration panel or third-party legal fees will be borne jointly by both parties, and each party will bear its own travel costs. 

IN NO EVENT SHALL ExpertFlow BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED IN OR USED WITH ExpertFlow INSTALLED SOFTWARE, OR ANY DAMAGES CAUSED BY CORRUPT OR INADEQUATE DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ADDITION, ExpertFlow TOTAL LIABILITY TO THE CUSTOMER/PARTNER UNDER THIS LICENSE SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE PROJECT FEES ACTUALLY PAID BY THE CUSTOMER/PARTNER UNDER THIS CONTRACT.  THE CUSTOMER/PARTNER RELEASES ExpertFlow FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS, OR DEMANDS IN EXCESS OF THE LIMITATION.  THIS LIMITATION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED WARRANTY OR REMEDY HEREUNDER IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

If a cost is incurred due to missing SW licenses ordered to ExpertFlow, or for which ExpertFlow charged ATP margin,  ExpertFlow will participate in the missing cost of these SW licenses up to a total amount of 10% of the entire project value ordered to ExpertFlow, by assuming 50% of these costs, deductible from the final payment of the project. 50% of these costs will be paid by the partner.

Once a purchase order is sent to ExpertFlow, the full amount is due to ExpertFlow at the latest 12 months after the PO is received, independently of project status.

In case of bankruptcy of the customer, or in case of a take-over, the debts due to ExpertFlow will have the most senior status right after statutory legal salary and social security payments for employees. 

ExpertFlow can terminate a project/ purchase order by reverting to the customer all payments that the customer made to ExpertFlow for that project/ PO and thereafter has no further obligations to the customer.

The non-disclosure and non-solicitation remain in place for three years after editing.

Non-performance by a party is excused if that party proves that the non-performance was due to an impediment beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences. 

When the impediment is only temporary, the excuse shall have effect for such period as is reasonable having regard to the effect of the impediment on the performance of the contract.

The party who fails to perform must give notice to the other party of the impediment and its effect on its ability to perform. If the notice is not received by the other party within a reasonable time after the party who fails to perform knew or ought to have known of the impediment, it is liable for damages resulting from such non-receipt.

Nothing in this article prevents a party from exercising a right to terminate the contract to withhold performance or request interest on money due. 

For questions and queries about Terms & Conditions, please contact us at ExpertFlow LLC, Jägerweg 18, 3014 Bern, Switzerland, +41 796385801, info@expertflow.com

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