Terms and Conditions

1.Scope, parties and structure

1.1 Provider. These Terms and Conditions (“Terms”) govern the use of Konsaro, a platform for preparing, holding and documenting the meetings and decisions of boards, executive bodies and committees. Konsaro is provided by Software Vision AG, Löwenstrasse 11, 8001 Zürich, Switzerland, UID CHE-264.410.040 (“Provider”).

1.2 Business use only. Konsaro is offered exclusively to companies, associations, foundations and other organisations for their business or organisational purposes. It is not available to private individuals for personal purposes.

1.3 Customer. The organisation that enters into the Agreement with Provider is the “Customer”. The person who accepts these Terms for the Customer confirms that they are authorised to bind it.

1.4 Authorised Users. Persons whom Customer invites to Konsaro accept these Terms when they first sign in. They are bound only by the rules addressed to Authorised Users in Section 5.9 and by the provisions referred to there. They do not become a party to the Agreement between Provider and Customer and are not liable for its fees.

1.5 Order of precedence. If documents conflict, the following order applies: (1) the DPA, for the processing of personal data; (2) the Order Form, including any agreed service levels; (3) these Terms; (4) the Documentation. Individually negotiated terms in the Order Form prevail over these Terms.

1.6 Privacy Policy. Where Provider processes personal data as controller, for example for user accounts, security and billing, the Privacy Policy applies. It informs about that processing and is not part of the Agreement.

2.Definitions

Agreement: these Terms together with the Order Form, the DPA and any other documents expressly incorporated.

AI Features: functions of the Services that use artificial intelligence models, such as rephrasing, translation or suggestions.

AI Output: the content that AI Features generate.

App: an application of Provider for tablets or other mobile devices; “Apps” means more than one.

Authorised User: a natural person to whom Customer gives access to the Services, such as a chair, board member, board office staff, executive, assistant, Organisation Administrator or Guest.

Billing Period: one month for monthly plans, one year for annual plans.

Confidential Information: all information a party receives from the other that is marked as confidential or is confidential by nature, in particular Customer Data and Provider’s non-public product, security and pricing information.

Customer Data: all content and personal data that Customer or its Authorised Users upload to or create in the Services, including documents, agendas, comments, annotations, votes, minutes and AI Output.

Documentation: the description of the features and limits of the subscribed plan on Provider’s pricing page and the help centre articles on the use of the Services, each in the version current at the time, as changed under Section 24.1. Features that are marked as planned, coming soon, beta or similar are not part of the Documentation until they are released. Marketing materials, blog posts, case studies, other website content and statements about planned features are not Documentation. Descriptions in the Documentation describe the Services; they are not assurances of particular qualities or guarantees, unless the Order Form expressly calls them so.

DPA: Provider’s data processing agreement published at konsaro.com/legal/dpa, which becomes part of the Agreement when these Terms are accepted, or a version signed by both parties.

Governance Room: an area of the Services for one governing body, such as a board of directors, an executive board or a committee.

Guest: an Authorised User with limited access, for example to individual meetings or agenda items, such as an auditor, presenter or advisor.

Order Form: the offer, order or order confirmation that sets out the plan, scope, term and fees.

Organisation Administrator: an Authorised User whom Customer has given administrative rights for its organisation.

Preview Feature: a feature marked as beta, preview, pilot or similar.

Services: the Konsaro platform provided over the internet, including the AI Features, support and, once released, the Apps.

Usage Data: technical and usage data generated by the operation of the Services, such as log data, performance metrics and error reports.

3.Conclusion of the contract and acceptance

3.1 With an Order Form. The Agreement is concluded when Customer signs an Order Form or accepts a written offer from Provider. Unless stated otherwise, offers are valid for 30 days.

3.2 Without an Order Form. Where Provider sets up an organisation without an Order Form, for example on a free plan or for a trial, the Agreement is concluded when the person whom Provider invites, at the organisation’s request, as its first Organisation Administrator accepts these Terms on Customer’s behalf, or, at the latest, when Customer first uses the Services after these Terms have been made available to it.

3.3 Acceptance by Authorised Users. Every Authorised User, including Guests, accepts these Terms as an Authorised User when they first sign in or, for Guests invited by sign-in link, when they first open the link. Provider will ask for this acceptance in the Services by means of a box that is not pre-ticked and may make access dependent on it.

3.4 Records. Provider will record each acceptance given in the Services with the version of these Terms, the language shown, the date and time, the user, the organisation and the IP address from which it was given. These records serve as evidence of acceptance.

3.5 Access to the Terms. These Terms can be viewed, saved and printed at any time at konsaro.com/legal/terms.

3.6 Right to refuse. Provider may decline to conclude an Agreement, in particular where there are indications of misuse or of a breach of sanctions.

4.The Services

4.1 What Konsaro is. Konsaro is a cloud platform (software as a service) for the work of governing bodies. Depending on the plan, it includes in particular:

• Governance Rooms for boards, executive bodies and committees;
• meeting planning, agendas and board books compiled from the meeting documents;
• reading, annotating and commenting on documents, with private notes;
• a live meeting mode with presenter view;
• votes and circular resolutions;
• minutes with drafting, review and publishing;
• registers of tasks and decisions;
• a document library and search;
• notifications and calendar subscriptions;
• activity logs and exports;
• AI Features.

4.2 Scope. The scope of the Services follows from the Order Form and the plan described in the Documentation. Provider makes the Services available over the internet; apart from the Apps, no software is delivered.

4.3 Not included. Unless agreed in the Order Form, the Services do not include internet access, devices, data migration, custom development, training beyond the Documentation, or legal and governance advice.

4.4 Document protection. Security levels such as a personal watermark in the viewer, no printing or view only make unauthorised sharing harder. Downloaded files do not carry the watermark. These measures cannot prevent an Authorised User from photographing or copying content shown on screen.

4.5 Uploads. File types and sizes are limited as stated in the Documentation. Provider checks uploaded files for malware automatically and may hold or reject files until the check is complete.

4.6 Apps. Provider currently offers no App; Apps become part of the Services once released. Their functionality may differ from the web version. Content stored on a device for offline use is protected only as well as the device itself; Customer ensures that devices are protected and has lost devices wiped.

4.7 Languages. The Services and support are available in the languages stated in the Documentation.

5.Accounts, invitations, roles and sign-in security

5.1 Access by invitation. Access to the Services is granted only by invitation from Provider (for the first Organisation Administrator), from Customer’s Organisation Administrators or from other persons Customer authorises. Invitation links are personal and may not be forwarded.

5.2 Personal accounts. Each account belongs to one natural person. One person may be an Authorised User of several organisations; each organisation is a separate Customer, and its data is kept separate from that of other organisations.

5.3 Roles and permissions. Customer assigns roles and permissions, such as chair, board member, board office, Organisation Administrator or Guest. Persons who manage a Governance Room, such as the board office, can see all content of that room, including restricted items.

5.4 Assistants. An Authorised User may delegate permissions to an assistant who has their own account as an Authorised User. The Authorised User remains responsible for what the assistant does under that delegation. Sharing sign-in credentials remains prohibited (Section 6.3).

5.5 Guests. Guests see only the meetings and items shared with them. Customer can restrict who may invite Guests and from which e-mail domains.

5.6 Sign-in security. Authorised Users who sign in with a password choose a strong one. All Authorised Users keep their credentials and sign-in links confidential. Provider recommends two-factor authentication (authenticator app or text message) for every account; where Customer’s internal rules require it, its Authorised Users set it up. Customer can require that sign-ins by e-mail link are confirmed with a second factor where one is set up. Where Customer uses single sign-on through its own identity provider, Customer’s rules for that identity provider also apply.

5.7 Activity records. The Services record security-relevant actions in an activity log, such as sign-ins, the first opening of each meeting document by each person, votes, downloads, exports and changes to settings and permissions, together with the IP address, approximate location and device used. Organisation Administrators can view and export these records. Customer informs its Authorised Users about this logging.

5.8 Leaving. Customer removes the access of persons who leave a governing body without delay. Their contributions, such as comments, votes, approvals and minutes, remain part of Customer Data, as they document the body’s decisions. Requests concerning personal data in Customer Data are handled by Customer as controller; Provider forwards them to Customer. Requests concerning data that Provider processes as controller under Section 10.2 are handled by Provider under the Privacy Policy.

5.9 Rules for Authorised Users. Each Authorised User (a) uses the Services only within the access Customer has given them and in compliance with applicable law, including rules on inside information where relevant; (b) keeps their sign-in credentials, sign-in links and personal links (Section 12.3) confidential and does not let others use their account; (c) observes the prohibited uses in Sections 6.3 and 16.3; (d) reviews AI Output before relying on it (Section 8.4); (e) reports suspected misuse of their account to Customer or Provider without delay; and (f) keeps confidential the non-public information about Provider’s Services and security that they learn through the Services. Their duties of confidentiality towards Customer follow from their relationship with Customer. Sections 16.5 (Feedback), 21.6, 21.7, 21.9 and 21.10 (Liability), 24.4 (Acceptance of amended versions), 25.1 (Notices), 25.7 (Severability), 25.10 (Language) and 26 (Governing law and jurisdiction) apply to Authorised Users accordingly.

6.Customer responsibilities and acceptable use

6.1 Authorised Users. Customer decides who receives access and with which role. It ensures that its Authorised Users comply with the Agreement and is responsible for their acts and omissions as for its own.

6.2 Lawful use. Customer uses the Services in compliance with applicable law and with its own articles of association, organisational regulations and internal rules. This includes company law, data protection law and, where relevant, rules on inside information and market abuse.

6.3 Prohibited use. Customer and its Authorised Users may not:

• upload or share content that is unlawful or infringes the rights of third parties;
• introduce malware or other harmful code;
• disrupt, overload or impair the Services or the infrastructure behind them;
• attempt to access other organisations, accounts or systems without authorisation;
• share personal sign-in credentials or let several persons use one account;
• use the Services to send unsolicited mass communications;
• give a false identity or impersonate another person.

6.4 Technical requirements. Customer is responsible for its own internet access, devices and browsers, which must meet the requirements in the Documentation.

6.5 Record keeping. The Services are not an archiving system for statutory retention duties, such as those under Art. 958f of the Swiss Code of Obligations (CO) and the Swiss Ordinance on Accounting Records (GeBüV). Customer is responsible for exporting and keeping the records it must retain.

6.6 Cooperation. Customer names at least one Organisation Administrator as contact person and gives Provider the information and support it reasonably needs to provide the Services.

7.Customer Data and confidential board materials

7.1 Ownership. Customer Data remains the property of Customer or its licensors. Provider acquires no rights in it other than those in Section 7.2.

7.2 Right to process. For the term of the Agreement and the period in Section 18, Customer grants Provider the non-exclusive right to store, process, transmit and display Customer Data, solely to provide, secure and support the Services and to follow Customer’s instructions.

7.3 No other use. Provider does not sell Customer Data, does not use it for advertising and does not use it to train AI models, its own or third parties’.

7.4 Usage Data. Provider may collect Usage Data and use it to operate, secure and improve the Services. Provider does not use the content of Customer Data for this purpose. It shares Usage Data outside Provider only in anonymised or aggregated form, or with service providers bound by confidentiality and data protection obligations.

7.5 Visibility within the organisation. Customer Data is visible to Authorised Users according to the roles and permissions Customer configures. Customer is responsible for that configuration, in particular for restricting access to confidential agenda items, documents and conflicts of interest.

7.6 Responsibility for content. Customer is responsible for the lawfulness and accuracy of Customer Data and for holding the rights it needs. Provider does not monitor content. If Provider receives concrete indications that content is unlawful, it may block access to it and informs Customer.

7.7 Backups. Provider backs up Customer Data daily. Backups serve only to restore the Services after a failure; they are not an archive for Customer. Customer remains responsible for keeping its own copies of records it needs, using the export functions of the Services.

8.AI-assisted features

8.1 What they do. AI Features currently help to rephrase and translate texts, to translate written meeting content, such as agenda items and comments, for attendees, and to suggest tasks from minutes notes. Provider may add further AI Features, such as drafting minutes, as described in the Documentation.

8.2 Activation. AI Features are available by default, unless the plan or the Order Form provides otherwise. They process content only when an Authorised User uses them, for example by choosing to rephrase or translate a text. Customer can have AI Features switched off for its whole organisation at any time; Provider does so without delay on request of an Organisation Administrator.

8.3 Processing. Content that an Authorised User submits to an AI Feature is sent to an AI model provider and processed on servers in the EU. Provider has agreed with its AI model providers that content is not retained after the response is returned and is not used for training. Provider stores AI Output, such as translations and suggestions, as part of Customer Data. The AI model providers and their locations are listed as set out in Section 10.5.

8.4 Human review. AI Output is generated automatically and may be wrong, incomplete or misleading. Authorised Users review it before relying on it, sharing it or adopting it, in particular in agendas, minutes and resolutions. AI Features do not make decisions; responsibility for content and decisions stays with Customer and its Authorised Users.

8.5 Labelling. Provider marks AI Features in the Services. Suggestions from AI Features take effect only once an Authorised User accepts them.

8.6 Rights in AI Output. As between the parties, AI Output is Customer Data. Provider does not warrant that AI Output is unique or free of third-party rights.

8.7 Limits and changes. Provider may limit the use of AI Features, for example by number of requests per hour or per plan, to keep the Services stable. It may change the AI models and model providers it uses; for providers that process personal data, Section 10.5 applies.

9.Meetings, resolutions, minutes and signatures

9.1 A tool, not advice. The Services help Customer prepare, hold and document the meetings and resolutions of its governing bodies. Provider does not give legal, tax or governance advice. Templates, help articles and other content from Provider are general information only.

9.2 Validity is Customer’s responsibility. Customer is responsible for ensuring that invitations, notice periods, quorums, majorities, circular resolutions, minutes and their approval comply with applicable law, its articles of association and its regulations. This includes whether a resolution may be passed electronically and how to handle a member’s request for oral deliberation.

9.3 Votes. The Services record each vote with the name of the voter and the time it was cast, and show the count. The chair records the result. Customer checks quorum, majorities and the result before relying on them.

9.4 Signatures and approvals. The Services currently do not offer electronic signatures. Approvals and confirmations in the Services are not equivalent to a handwritten signature, unless a function is expressly labelled as a qualified electronic signature under the Swiss Federal Act on Electronic Signatures (ZertES) or the EU eIDAS Regulation. Signature services of third parties are governed by their terms. Customer decides whether a form of signature meets its legal requirements.

9.5 Recordings and transcripts. The Services currently do not record or transcribe meetings. If such functions are offered later, Customer informs all participants in advance and obtains their consent where the law requires it. Recording non-public conversations without consent may be a criminal offence, for example under Art. 179bis ff. of the Swiss Criminal Code.

9.6 Records and evidence. Once minutes are first published, the decisions and vote results recorded for that meeting can no longer be changed; corrections are made in later minutes. Organisers can also lock a meeting against changes. The activity log (Section 5.7) records these steps. They support Customer’s documentation; Provider does not warrant that courts or authorities will accept them as evidence.

10.Data protection

10.1 Provider as processor. For personal data contained in Customer Data, Customer is the controller and Provider the processor within the meaning of Art. 9 of the Swiss Federal Act on Data Protection (FADP) and Art. 28 of the EU General Data Protection Regulation (GDPR). Provider processes such data only on Customer’s documented instructions. The DPA applies and forms part of the Agreement.

10.2 Provider as controller. Provider is controller for the personal data it processes for its own purposes: user accounts and sign-in data, the security of the Services (including sign-in and security events it evaluates to detect misuse), billing, communication with Customer and its contacts, support requests and Usage Data. The Privacy Policy describes this processing. The activity log that Customer’s Organisation Administrators can view and export (Section 5.7) is Customer Data.

10.3 Customer’s duties. As controller, Customer ensures that it has a legal basis for the processing, including for inviting persons to Konsaro. It informs the persons concerned, including Authorised Users and persons named in board materials, and answers their requests. Provider supports Customer as set out in the DPA.

10.4 Location. Customer Data is stored in data centres in Switzerland (Zurich). The application that processes it runs on servers in the EU (Germany); these servers also scan uploads for malware and hold a daily backup copy of uploaded files. AI Features are processed in the EU (Section 8.3). E-mail notifications, which may contain meeting titles and other Customer Data, are sent by a provider based in the United States, using infrastructure in the EU (Ireland). Text messages with sign-in codes are sent by a provider based in the United States. Such transfers are protected by appropriate safeguards, in particular the EU Standard Contractual Clauses with the amendments required by Swiss law. Provider informs Customer at least 14 days in advance before it changes the country in which Customer Data is stored; Section 10.5 applies accordingly.

10.5 Sub-processors. The categories of sub-processors, their locations and how Customer receives the list of named sub-processors are set out on the Sub-processors page and in the DPA. Provider announces new sub-processors at least 14 days in advance by e-mail (in an emergency, without delay after the change, as set out in the DPA) to Organisation Administrators. Customer may object on reasonable data protection grounds within that period; if the parties find no solution, Customer may terminate the affected Services with effect from the change (Section 13.7 applies).

11.Security and confidentiality

11.1 Security measures. Provider maintains technical and organisational measures appropriate to the state of the art, to the sensitivity of board materials and to the risks involved. They include encryption in transit and at rest, role-based access control, logging, daily backups (Section 7.7), regular security updates and confidentiality obligations for staff. The DPA describes them in more detail. Provider may change them as long as the overall level of protection is not reduced.

11.2 Access by Provider. Provider’s staff access Customer Data only where needed to operate the Services, to handle a support request at Customer’s instruction, to protect the security of the Services, or where the law requires it.

11.3 Security incidents. Provider notifies Customer without undue delay, and in any case within 48 hours, after becoming aware of a breach of security that affects Customer Data, and supports Customer as set out in the DPA.

11.4 Customer’s part. Customer and its Authorised Users keep their devices and sign-in credentials secure, remove access of persons who leave without delay, and report suspected misuse to Provider at once. Security tests of the Services, such as penetration tests, require Provider’s prior written consent.

11.5 Confidentiality. Each party keeps the other party’s Confidential Information confidential and uses it only to perform the Agreement. It discloses it only to employees, advisors and subcontractors who need it for that purpose and are bound by equivalent confidentiality obligations.

11.6 Exceptions. Section 11.5 does not apply to information that (a) is or becomes public through no fault of the receiving party, (b) the receiving party already knew or developed independently, or (c) it received lawfully from a third party without a duty of confidentiality.

11.7 Requests from authorities. If a court or authority requires a party to disclose Confidential Information, that party informs the other party in advance where legally permitted and discloses only what is required. For requests concerning Customer Data, Provider refers the authority to Customer where possible, discloses Customer Data only where legally obliged, and challenges requests it considers unlawful.

11.8 Duration. These obligations continue for five years after the Agreement ends. For Customer Data and trade secrets, they continue for as long as the information remains confidential.

12.Third-party services and integrations

12.1 Third-party services. Customer may connect the Services to third-party services, such as its identity provider for single sign-on, calendar applications or video-conferencing services. Their use is governed by the third party’s terms. Provider is not responsible for their availability, security or handling of data.

12.2 Data exchange. By activating an integration, Customer instructs Provider to exchange with the third-party service the data needed for it to work.

12.3 Personal links. Some functions, such as calendar subscriptions, use personal links that give access to meeting information without a separate sign-in. Authorised Users keep such links confidential and reset them if they may have been disclosed.

12.4 Changes. Provider may change or end an integration if the third party changes its interfaces or terms, or if continued operation would compromise security.

13.Fees, invoicing, taxes and payment

13.1 Fees. The fees are set out in the Order Form and otherwise on the pricing page as it stands when the Agreement is concluded. All prices are in Swiss francs (CHF) and exclude VAT.

13.2 What is charged. The fee consists of the plan fee per organisation plus any additional governance members and team seats, as described on the pricing page. Guests are free of charge. Members and seats added during a Billing Period are charged pro rata for the rest of that period.

13.3 Billing. Fees are invoiced in advance for each Billing Period.

13.4 Payment. Invoices are due within 30 days of the invoice date. If payment is not received by then, Customer is in default without a reminder and owes default interest of 5% per year. If an invoice remains unpaid 14 days after a written reminder, Provider may suspend access under Section 19.1; if it remains unpaid 30 days after the reminder, Provider may terminate under Section 17.6.

13.5 Taxes. Swiss VAT at the statutory rate is added where Swiss VAT applies. For business customers outside Switzerland, no Swiss VAT is charged where the place of supply is abroad; Customer accounts for any VAT under the reverse-charge procedure. Fees are payable without deduction; if Customer is required to withhold taxes, it increases its payment so that Provider receives the full amount.

13.6 Price changes. Provider may change its prices with effect from the next Billing Period. It announces changes at least 14 days in advance for monthly plans and at least 30 days in advance for annual plans. Customer may cancel with effect from the date the new prices apply.

13.7 Refunds. Fees paid are not refunded, with one exception. If the Agreement or a subscription ends before the end of a prepaid Billing Period, other than through Customer’s cancellation under Section 17.3 or Provider’s termination for cause, Provider refunds the prepaid fees for the remaining period pro rata. This applies in particular to terminations by Customer under Sections 10.5, 17.6, 20.2, 24.1, 24.3, 24.7 and 25.3, and to terminations under Sections 22.2 and 25.4.

13.8 Disputed invoices. Customer raises objections to an invoice in writing within 30 days of receipt, stating its reasons. An objection does not delay payment of undisputed amounts. Customer may set off claims against fees only if they are undisputed or confirmed by a final judgment.

14.Trials, free plan and preview features

14.1 Free plan. Where Provider offers a free plan, it is free of charge, without a fixed end date, within the limits stated in the Documentation. Provider may change or discontinue the free plan with at least 30 days’ notice; Customer can export its data during that period.

14.2 Trial. Provider may offer new organisations a free trial of a paid plan for the period stated in the Documentation or the invitation. When the trial ends, the organisation moves to the free plan unless Customer orders a paid plan. No data is deleted because a trial ends.

14.3 Preview Features. Preview Features, such as circular resolutions while they are marked as beta, are provided as they are, for testing and feedback. Provider may change or withdraw them at any time. Service levels do not apply to them, and liability is limited under Section 21.6.

14.4 Inactive free accounts. Provider may close an organisation on the free plan that has had no sign-in for more than 24 months. It gives at least 30 days’ notice by e-mail beforehand, and Section 18 applies to the deletion.

15.Availability, maintenance and support

15.1 Availability. Provider operates the Services with care and aims for high availability. A guaranteed availability and remedies for falling below it apply only where a service level agreement is agreed in the Order Form.

15.2 What does not count as unavailability. For the purposes of any agreed service level, planned maintenance, urgent security maintenance, force majeure, and disruptions outside Provider’s control, such as failures of Customer’s systems or of the public internet, do not count as unavailability.

15.3 Maintenance. Provider announces planned maintenance in advance where possible and schedules it outside Swiss business hours where possible. Urgent maintenance needed to protect security or stability may take place without notice.

15.4 Status. Provider publishes the current status of the Services and past incidents on its status page at status.konsaro.com.

15.5 Support. On the free plan, support is provided through the help centre. On paid plans, Provider offers support by e-mail on Swiss business days during business hours, in German and English. Priority onboarding, dedicated customer success and response times apply only where the plan or the Order Form provides for them.

16.Intellectual property and feedback

16.1 Provider’s rights. All rights in the Services, the software, the Apps, the Documentation, templates and Provider’s trademarks remain with Provider or its licensors. Customer receives only the rights expressly granted in this Section 16.

16.2 Right of use. For the term of the Agreement, Provider grants Customer a non-exclusive, non-transferable and non-sublicensable right to let its Authorised Users use the Services for Customer’s own governance work, within the scope of the subscribed plan.

16.3 Restrictions. Customer and its Authorised Users may not (a) copy, modify, translate or create derivative works of the software, (b) decompile, disassemble or reverse-engineer it, except where mandatory law allows this for interoperability, (c) sell, rent or make the Services available to third parties other than Authorised Users, (d) circumvent usage limits or technical protections, (e) access the Services by automated means other than interfaces Provider provides for that purpose, or (f) use the Services to build a competing product.

16.4 Templates. Templates, sample texts and checklists that Provider supplies are suggestions only. Customer may use and adapt them for its own purposes, and remains responsible for whether they suit its situation.

16.5 Feedback. Provider may use suggestions and feedback from Customer or its Authorised Users freely and without compensation. Provider will not name Customer or an Authorised User as their source without consent.

16.6 Apps from app stores. Where an App is obtained from a third-party app store, the app store operator is not a party to the Agreement. The app store operator has no obligation to provide maintenance or support for the App and is not responsible for claims relating to it. The app store operator and its subsidiaries are third-party beneficiaries of this Section 16.6 and may enforce it.

17.Term, renewal and termination

17.1 Start. The Agreement begins on its conclusion under Section 3.

17.2 Renewal. Paid subscriptions renew automatically for a further Billing Period, monthly plans every month and annual plans every year, unless cancelled. A minimum term agreed in the Order Form takes precedence.

17.3 Cancellation by Customer. Customer may cancel at any time by e-mail to Provider, with effect from the end of the current Billing Period. Fees already paid for that period are not refunded. Customer may close an organisation on the free plan at any time.

17.4 Change of plan. Customer may upgrade at any time and downgrade with effect from the end of the current Billing Period. After a downgrade, the limits of the new plan apply; Provider does not delete content because of a downgrade.

17.5 Termination by Provider. Provider may terminate a paid subscription with at least 30 days’ notice for monthly plans and at least 90 days’ notice for annual plans, in each case to the end of a Billing Period, and an Agreement on the free plan with at least 30 days’ notice. Section 18 applies.

17.6 Termination for cause. Either party may terminate the Agreement with immediate effect for good cause. Good cause exists in particular if (a) the other party materially breaches the Agreement and does not remedy the breach within 30 days of a written warning, (b) an invoice remains unpaid 30 days after a written reminder, (c) Customer or its Authorised Users seriously breach Section 6, or (d) bankruptcy proceedings are opened against the other party. Section 18 applies.

17.7 Refunds. Refunds of prepaid fees on early termination are governed by Section 13.7.

17.8 Nature of the contract. The Agreement is a contract of its own kind (innominate contract) for the provision of software as a service. The parties have agreed its term, renewal and termination rights deliberately and in full in this Section 17.

18.Data export and deletion at the end of the contract

18.1 Export during the term. Customer can export Customer Data during the term using the export functions described in the Documentation.

18.2 Export period. After the Agreement ends, for whatever reason, Customer’s Organisation Administrators can export Customer Data for 14 days. On request made within that period, Provider provides once, free of charge, a complete export of Customer Data in a common machine-readable format. Further help with exports is charged at Provider’s current rates.

18.3 Deletion. After the export period, Provider will delete Customer Data. Provider will ensure that backups containing it are deleted within a further 14 days. Where the law requires Provider to retain data, Provider restricts its processing to that purpose and deletes it when the duty ends.

18.4 Data Provider keeps. Provider retains contract and billing records for as long as the law requires, currently ten years. After the Agreement ends, Provider keeps Usage Data only in anonymised form, except security logs, which it keeps for up to 12 months.

18.5 Confirmation. On request, Provider confirms the deletion in writing.

19.Suspension

19.1 Reasons. Provider may suspend access to the Services for Customer or for individual Authorised Users, in whole or in part, if (a) an invoice remains unpaid 14 days after a written reminder, (b) the use poses a security risk to the Services or to other customers, (c) there are concrete indications of unlawful use or of a material breach of Section 6, (d) a court or authority requires it, or (e) it is needed to comply with sanctions or export control law (Section 25.5).

19.2 Proportionality. Provider limits a suspension to what is necessary. It notifies Customer in advance where reasonable, otherwise without delay afterwards, and restores access as soon as the reason has ended.

19.3 Effects. A suspension does not delete Customer Data. Where the suspension is caused by Customer, fees remain payable for its duration.

20.Warranties

20.1 Provider’s warranty. Provider warrants that the Services substantially conform to the Documentation in its current version and are provided with the care customary in the industry. Section 24.1 applies to changes of the Documentation.

20.2 Defects. Customer reports defects without delay, with a description that allows them to be reproduced. Provider remedies reported defects within a reasonable time, which may include a workaround. If Provider fails to remedy a material defect within a reasonable grace period set by Customer in writing, Customer may reduce the fees in proportion or terminate the affected subscription for cause.

20.3 What is not warranted. Provider does not warrant that the Services will be uninterrupted or free of errors, that they meet requirements of Customer that are not stated in the Documentation or the Order Form, or that AI Output is correct or complete. Customer’s rights for defects are those set out in Section 20.2; claims for damages are governed by Section 21. This does not apply where Provider fraudulently concealed a defect or where mandatory law provides otherwise.

20.4 Exclusions. The warranty does not cover defects caused by Customer’s own systems or network, unsupported browsers or devices, third-party services, or use in breach of the Agreement or the Documentation.

20.5 Customer’s warranties. Customer warrants that (a) the person accepting the Agreement on its behalf is authorised to do so, (b) the information it gives Provider is accurate, and (c) it has all rights and consents needed for the Customer Data it uploads or creates.

21.Limitation of liability

21.1 Unlimited liability. Each party is liable without limitation for damage it causes (a) intentionally or through gross negligence, (b) by injury to life, body or health, (c) under product liability law, and (d) wherever mandatory law does not allow a limitation.

21.2 Other negligence. In all other cases, Provider is liable for breaches caused by negligence that is not gross only for direct damage that was typical and foreseeable when the Agreement was concluded.

21.3 Excluded damage. Subject to Section 21.1 and except for its obligations under Section 22.2, Provider is not liable for indirect or consequential damage, including lost profit, lost savings, business interruption, loss of reputation and claims of third parties.

21.4 Loss of data. Subject to Section 21.1, Provider’s liability for loss or corruption of Customer Data is limited to the effort needed to restore it from Provider’s most recent backup, provided that Provider has made backups as described in Section 7.7; otherwise Section 21.5 applies.

21.5 Cap. Subject to Section 21.1, Provider’s total liability for all claims arising from events in one contract year (each period of twelve months from the start of the Agreement) is limited to the higher of (a) the fees paid and payable by Customer for the twelve months before the event that first gave rise to liability, and (b) CHF 10,000. Payments under Section 22.2 count towards this cap.

21.6 Free use, trials and Authorised Users. For the free plan, trials and Preview Features, and towards Authorised Users who are not themselves the Customer, Provider is liable only under Section 21.1.

21.7 Persons covered. The limitations in Sections 21.2 to 21.6 also apply to the personal liability of Provider’s officers, employees, auxiliaries and subcontractors. Provider is liable for its auxiliaries (Art. 101 CO) to the same extent as for its own conduct.

21.8 Customer’s liability. Customer’s obligations to pay fees and under Section 22 (Indemnification) are not limited by this Section 21.

21.9 Statutory periods. Statutory limitation periods apply, unless mandatory law provides otherwise.

21.10 Scope. This Section 21 applies to all claims, whatever their legal basis, including claims in tort.

22.Indemnification

22.1 By Customer. Customer indemnifies Provider against claims of third parties, including data subjects and authorities, and the reasonable costs of defence arising from (a) Customer Data, except to the extent caused by Provider’s breach of the Agreement, (b) use of the Services by Customer or its Authorised Users in breach of the Agreement or applicable law, or (c) Customer’s breach of its duties as controller under data protection law.

22.2 By Provider. Provider indemnifies Customer against third-party claims that the Services, used as permitted under the Agreement, infringe intellectual property rights valid in Switzerland, the EU or the EEA. If such a claim is made or likely, Provider may at its option (a) obtain the right for Customer to continue using the Services, (b) modify the Services so they no longer infringe without materially reducing their functionality, or (c) terminate the affected Services, with a refund under Section 13.7.

22.3 Exclusions. Section 22.2 does not apply to claims caused by Customer Data, by combining the Services with products not supplied by Provider, by modifications not made by Provider, or by use in breach of the Agreement.

22.4 Procedure. The indemnified party (a) notifies the other party of the claim promptly in writing, (b) leaves it the conduct of the defence and of any settlement, and (c) provides reasonable support at the indemnifying party’s cost. No settlement that admits fault or imposes obligations on the indemnified party may be made without its consent.

22.5 Exclusive remedy. Subject to Section 21.1, this Section 22 states Provider’s entire liability for infringement of third-party intellectual property rights.

23.References and publicity

23.1 Name and logo. Provider may name Customer as a customer and show its name and logo on its website, in reference lists and in presentations only with Customer’s consent, which Customer can give in the Order Form or by e-mail and withdraw at any time. After withdrawal, Provider removes the reference from its website within 30 days and no longer uses it in new materials.

23.2 Case studies and quotes. Case studies, quotes from Customer’s representatives and press releases require Customer’s prior written consent.

23.3 No details. References never disclose Customer Data or details of how Customer uses the Services.

24.Changes to these Terms and to the Services

24.1 Changes to the Services. Provider develops the Services continuously and may add, change or remove features. During a paid subscription term, Provider will not materially reduce the core functionality of the subscribed plan. Where a change materially disadvantages Customer, Provider gives at least 14 days’ notice, unless the change is urgently needed for security or legal reasons. Customer may then terminate the affected subscription with effect from the change; Section 13.7 applies.

24.2 Changes to these Terms. Provider may amend these Terms for valid reasons, in particular changes in law or case law, new or changed features, security requirements, or to close gaps. Changes to the main obligations of the parties to Customer’s detriment require Customer’s express consent; silence under Section 24.3 is not consent. Fee changes are governed by Section 13.6.

24.3 Notice and objection. Provider notifies Customer of amendments at least 14 days before they take effect, in the Services or by e-mail, and shows what changes. Customer may object before the effective date. If Customer does not object, the amendments are deemed accepted; Provider points this out in the notice. If Customer objects, the previous version continues to apply to it, and Provider may terminate under Section 17.5. Customer may instead terminate with effect from the date the amendments take effect, with a refund under Section 13.7.

24.4 Acceptance by Authorised Users. Provider may ask Authorised Users to accept an amended version on their next sign-in and may withhold access until they do.

24.5 Editorial changes. Provider may make editorial corrections that do not affect the rights and obligations of the parties without notice.

24.6 Earlier versions. Provider provides earlier versions of these Terms on request.

24.7 Transition from Version 1.0. For Customers who accepted Version 1.0 of these Terms (effective 28 October 2026) before 29 October 2026, this Version 2.0 applies from the earlier of (a) its acceptance by Customer in the Services or in writing and (b) 28 November 2026. Until then, Version 1.0 continues to apply to them. Provider informs such Customers of this version by e-mail. They may cancel with effect from 28 November 2026; Section 13.7 applies.

25.Final provisions

25.1 Notices. Provider sends notices to the e-mail addresses of Customer’s Organisation Administrators, or shows them in the Services. Customer and Authorised Users send notices to info@softwarevision.ch. E-mail satisfies any form requirement in the Agreement, except for notices of termination for cause, which must be sent by e-mail and by registered letter.

25.2 Subcontractors. Provider may use subcontractors and remains responsible for their performance as for its own. For sub-processors of personal data, the DPA applies.

25.3 Assignment. Customer may assign the Agreement only with Provider’s prior written consent. Provider may assign it to a group company or to the acquirer of the business that runs the Services, with notice to Customer. Customer may terminate within 30 days of that notice if it has good cause.

25.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, sanctions, official orders, widespread failures of the internet or the power grid, and attacks that succeed despite appropriate security measures. The affected party informs the other party without delay and does what is reasonable to limit the effects. If such an event prevents performance for more than 60 days, either party may terminate the affected Services.

25.5 Sanctions and export control. Customer confirms that neither it nor, to its knowledge, any of its Authorised Users is listed on, or owned or controlled by a person listed on, a sanctions list of Switzerland, the EU, the United Kingdom, the UN or the United States. Customer will not use the Services in breach of applicable sanctions or export control law. Provider may suspend access under Section 19 to the extent needed to comply with such law.

25.6 Entire agreement. The Agreement is the entire agreement on its subject matter and replaces earlier agreements and statements. Customer’s own terms and conditions do not apply, even if Provider does not object to them or accepts a purchase order that refers to them.

25.7 Severability. If a provision is invalid or unenforceable, the rest of the Agreement remains in force. The provision is replaced by a valid one that comes closest to its economic purpose.

25.8 No waiver. Failure or delay in exercising a right is not a waiver of that right.

25.9 Survival. Provisions that by their nature continue after the Agreement ends survive it, in particular Sections 7, 8.6, 9.1, 9.2, 10, 11, 13, 16.1, 16.3 to 16.5, 18, 20.5, 21, 22, 23.3, 25 and 26.

25.10 Language. These Terms are available in English and German. Both versions are published together and carry the same version number. If the versions differ, the German version prevails.

26.Governing law and place of jurisdiction

26.1 Governing law. The Agreement is governed by Swiss substantive law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

26.2 Amicable settlement. Before going to court, the parties try to settle a dispute through talks between their management for at least 30 days. This does not prevent either party from seeking interim relief.

26.3 Jurisdiction. The exclusive place of jurisdiction is Zurich, Switzerland. Provider may also bring proceedings at Customer’s registered office.

26.4 Mandatory law. Mandatory provisions on the place of jurisdiction remain reserved.

27.Contact

Software Vision AG · Löwenstrasse 11 · 8001 Zürich · Switzerland · info@softwarevision.ch