Terms and conditions
of sale

1. Purpose and contract documents

These terms and conditions of sale (the “Terms of Sale”) govern the provision by NETZERO SWISS AG, Brandschenkestrasse 178, 8002 Zurich (the “Provider”), of a subscription to the Travia platform — a product of the Provider, which designs, publishes and markets it — and of related services, to a business customer (the “Customer”).

They are intended exclusively for companies, public bodies and other entities acting in the course of their business. They do not apply to consumers.

In case of conflict, the documents apply in the following descending order:

1. the framework agreement or signed offer, including its technical annexes;
2. the data processing agreement and the Data security page to which it refers;
3. the service levels;
4. these Terms of Sale;
5. the terms of use.

The Customer’s general purchasing conditions do not apply, even if sent with an order, unless expressly accepted in writing by the Provider.

2. Formation of the contract

Information published on the site does not constitute a binding offer. The contract is formed when the Customer signs the offer and the Provider confirms it in writing, or when access is actually made available, if that happens first.

An offer is valid for thirty (30) days from its date of issue, unless stated otherwise. An evaluation or demonstration phase may precede the subscription; its duration, scope and any free-of-charge nature are set in writing and do not constitute a commitment to subscribe.

3. Scope of the subscription

The subscription gives access to the Platform according to the scope described in the offer: activated modules, number of vehicles tracked, number of named users, sites and activities covered, data volume, integrations and support level.

• Licences are personal for users and attached to the declared vehicles for fleet functions.
• A vehicle or user removed during the period and then replaced does not give rise to an additional licence, at constant volume.
• Features delivered in early access are identified as such; they are covered neither by the service levels nor by the warranties in section 14.

4. Go-live

Go-live follows a sequence of scoping, prototyping, data connection and assisted deployment. It is invoiced separately from the subscription, at a flat rate or on a time basis according to the offer.

The Provider has an obligation of means. Meeting milestones requires the availability of the Customer’s contacts, the supply of the necessary data and access, and the validation of deliverables within the agreed times. A delay attributable to the Customer postpones the milestones accordingly and may lead to re-invoicing of the resources tied up, after written notice.

5. Prices and price adjustment

Prices are set out in the offer. They are expressed in Swiss francs (CHF), excluding taxes. When the Provider is subject to Swiss value added tax, it is added at the statutory rate in force on the invoice date — standard rate of 8.1% at the date of this version — and the invoice states the VAT number. Any taxes, withholding taxes or duties payable outside Switzerland are borne by the Customer.

The Provider may adjust its prices once per calendar year, with four (4) months’ written notice before the renewal date, so that the Customer retains the option of objecting to renewal within the ordinary three (3) month period in section 7. If the price notice is given later, the Customer may terminate as of the effective date of the adjustment, in writing, within thirty (30) days of the notification, whatever the size of the increase.

6. Invoicing and payment

• The subscription is invoiced in advance, at the agreed frequency: annually by default, monthly by agreement.
• Time-based services are invoiced monthly in arrears.
• Invoices are payable within thirty (30) days net of their date of issue, without discount or set-off, except for claims acknowledged in writing or established by a court.
• On the due date, the Customer is in default without reminder. Default interest of 5% per year is due by law in accordance with Art. 104 para. 1 of the Code of Obligations. Compensation for any further damage actually established remains reserved under Art. 106 of the Code of Obligations.
• In the event of a delay of more than thirty (30) days after an unsuccessful written reminder, the Provider may suspend access until full payment; this suspension does not release the Customer from its payment obligations and gives no right to compensation.

Any dispute over an invoice must be notified in writing within fifteen (15) days of receipt. After that period, the absence of dispute is taken as an indication that the invoice is correct, without constituting acknowledgement of debt or waiver of substantive defences. A dispute only suspends payment of the part actually disputed.

7. Term and renewal

Unless the offer provides otherwise, the subscription is concluded for an initial term of twelve (12) months from the provision of access. It then renews tacitly for successive twelve (12) month periods.

Either party may object to renewal in writing with three (3) months’ notice before the end of the current period. Termination takes effect at the end of the period, without refund of fees already due.

8. Changes in scope

The Customer may extend its scope during the period. Additional licences are invoiced pro rata for the remaining period, at the current rate, and aligned with the main renewal date.

A reduction in scope takes effect at the next renewal, subject to three (3) months’ notice. Fees for the current period remain due.

9. Termination

Either party may terminate the contract with immediate effect, in writing, in the event of a serious breach by the other party that remains unremedied thirty (30) days after a written notice specifying the breach.

The Provider may also terminate with immediate effect if bankruptcy or composition proceedings are opened against the Customer, within the limits of applicable law, or if the platform is used in a way that harms the security of other customers.

Termination does not affect fees already due and does not exclude compensation for damage actually suffered.

10. Service levels

Availability commitments, support response times, maintenance windows and compensation arrangements are set out on the Service levels page, which forms an integral part of the contract.

11. Customer obligations

The Customer undertakes to:

• designate a contact responsible for the project and the administrators of its organisation;
• provide accurate and up-to-date data, and hold the necessary rights to the data imported;
• configure roles and rights according to actual responsibilities and withdraw access no longer needed without delay;
• comply with and enforce the terms of use, in particular the prohibited uses;
• ensure its use complies with the law applicable to it, in particular labour law, driving and rest times and the protection of its staff’s data;
• have the required equipment, connections and browsers, which the Provider is not responsible for supplying.

12. Data and reversibility

The Customer’s data belongs to it. The Provider acts as processor within the meaning of the FADP and the GDPR under the conditions described on the Data processing page.

During the contract, the Customer can export its data using the export functions and interfaces provided for that purpose. At the end of the contract, the Provider keeps the data accessible for reading and export for thirty (30) days, then deletes or anonymises it within ninety (90) days, subject to legal retention obligations and encrypted backups, whose rotation erases the data within the periods given on the Data security page.

Transition assistance — extraction in an agreed format, documentation of structures, support for the successor — may be ordered at the current rate.

13. Intellectual property

The Provider retains all rights to the Platform, its code, models, interfaces, documentation and trademarks. The Customer has a non-exclusive, non-transferable right of use, limited to the term and scope of the subscription.

The Provider defends the Customer against any third-party claim alleging that the Platform infringes an intellectual property right, provided it is informed without delay, conducts the defence and has the Customer’s cooperation. It may then, at its choice, obtain the right to continue use, modify the Platform or terminate and refund the share of fees for the unused period. This warranty does not apply to infringements resulting from an unauthorised modification, a combination with elements not supplied by the Provider or non-compliant use.

14. Warranties and exclusions

The Provider warrants that the Platform works essentially in accordance with its documentation. It handles reproducible defects reported to it within the times set in the service levels and uses reasonable means to work around and then fix them, according to the workaround targets set out there; no time for a final fix is guaranteed.

The warranty excludes defects resulting from:

• use not in accordance with the documentation or the terms of use;
• incorrect, incomplete or unauthorised data supplied by the Customer;
• equipment, a network, a browser or a third-party system outside the Provider’s control, including a faulty telematics source;
• a modification made by the Customer or a third party without written agreement.

The indicators, estimates, round proposals and simulations produced by the Platform are decision aids based on the data available. They carry no guarantee of operational results, savings, punctuality or regulatory compliance.

15. Liability

The Provider is liable for damage caused by its fault. Its total aggregate liability, for all causes combined in any contract year, is limited to the amount of fees excluding taxes actually paid by the Customer in the twelve (12) months preceding the event giving rise to liability.

Indirect or consequential damage is excluded, in particular loss of business, loss of revenue, loss of customers, loss of expected profit, damage to reputation and costs of reconstituting data that the Customer could have avoided through regular exports.

These limitations do not apply in the event of gross negligence or wilful misconduct, injury to life, physical integrity or health, or in other cases where the law prohibits them.

Any claim must be notified in writing within sixty (60) days of discovering the damage, so that the Provider can limit its effects. Late notice does not extinguish the claim, but damage that could have been avoided by prompt notice is not compensated. Statutory limitation periods otherwise apply.

16. Force majeure

Neither party is liable for a failure caused by an event beyond its reasonable control that it could not avoid: natural disaster, fire, armed conflict, act of authorities, general outage of a telecommunications or energy operator, massive cyberattack on third-party infrastructure, epidemic or administrative decision preventing performance.

The affected party informs the other without delay. If the impediment lasts more than sixty (60) days, either party may terminate the affected part of the contract, in writing, without compensation.

17. Confidentiality and non-solicitation

Each party protects the other’s non-public information, uses it only to perform the contract and limits access to people who need it. The obligation survives for two years after the end of the contract.

During the contract and for twelve (12) months after it ends, each party refrains from directly soliciting for employment the other party’s staff who took part in the project, unless agreed in writing.

18. Subcontracting and assignment

The Provider may use subcontractors for hosting and certain technical functions. It is liable for their services as for its own. Subcontractors processing personal data are listed on the Data processing page.

Neither party may assign the contract without the other’s written consent, except for a transfer to a company in the same group or as part of a merger, demerger or asset transfer, subject to informing the other party.

19. Commercial references

The Provider only cites the Customer’s name and logo as a commercial reference with its prior written consent. This consent may be withdrawn at any time for the future.

20. Miscellaneous

• Entire agreement: the documents listed in section 1 express the entire agreement of the parties on their subject and replace any prior exchange, offer, presentation or statement. No commitment outside these documents binds the parties unless confirmed in writing.
• Written form: any amendment to the contract requires written form. Email is accepted, except for terminations, which require registered mail or a qualified electronic signature.
• Severability: if a provision is void or unenforceable, the others remain in force and the provision concerned is replaced by a valid provision of equivalent economic effect.
• No waiver: failure to exercise a right does not constitute a waiver of that right.
• Changes to the Terms of Sale: the Provider may adapt these Terms of Sale for the future with sixty (60) days’ notice. If the change significantly disadvantages the Customer, the Customer may terminate as of the effective date, within thirty (30) days of the notification.
• Notices: communications are sent to the contact details in the offer or, failing that, to each party’s registered office. For the Provider: info@netzeroswiss.ch.
• Language: the contract documents are drafted in French. This English version is a translation provided for convenience; in case of discrepancy, only the French version prevails.

21. Governing law and jurisdiction

The contract is governed by Swiss law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties seek an amicable solution before any action. Failing agreement, the exclusive place of jurisdiction is the Provider’s registered office in Zurich (Canton of Zurich), Switzerland, subject to mandatory jurisdictions.