PREAMBLE
This Acceptable Use Policy (hereinafter the “AUP”) defines the rules applicable to the use of the Nereva Services. It constitutes an annex inseparable from the Terms and Conditions of Use (“T&Cs”) of Nereva SA and is articulated with the Data Privacy Policy, the Data Processing Agreement (“DPA”), the AI and Data Policy and the Copyright and Intellectual Property document. In the event of a contradiction between this AUP and the T&Cs, the T&Cs prevail.
Statutory corporate purpose of Nereva SA. In accordance with Article 3 of its articles of association entered in the commercial register of the canton of Vaud, the purpose of Nereva SA is the design, development, publishing, marketing, integration and operation, in Switzerland and abroad, of software and digital solutions for orchestrating and synchronising logistics flows operated by vehicles, in particular flows of materials, waste, machinery, equipment and skips linked to construction, civil engineering, recycling, construction-site transport and related sectors.
The company may in particular provide, in the form of software on demand (Software as a Service) or licences, platforms for planning, executing, documenting, tracing and archiving logistics operations, as well as associated configuration, integration, support, training and consulting services.
The company may acquire, hold, exploit, license and defend any intellectual property right, in particular patents, trademarks, designs, models, copyrights and know-how, directly or indirectly related to its main purpose.
The company may carry out, both in Switzerland and abroad, on its own behalf or on behalf of third parties, all administrative, technical, commercial, financial, movable and immovable transactions directly or indirectly related to its main purpose. It may establish branches and subsidiaries in Switzerland and abroad, acquire holdings in companies pursuing a similar or complementary purpose, and grant loans or guarantees to its subsidiaries and group companies.
The company does not carry out any transport activity and does not act as a commercial intermediary between principals and transport companies. It does not capture the commercial contractual relationship between its users.
Purpose of this Policy. This AUP falls within the statutory framework of Nereva SA. It aims to preserve the quality, security, integrity and legal defensibility of the platform, as well as the rights and legitimate interests of Nereva SA, its Clients and the data subjects.
Express acceptance. By subscribing to the Services, signing the order form or accessing the platform, the Client (i) expressly acknowledges having taken full and complete knowledge of this AUP; (ii) declares having had the time and means necessary to analyse it; (iii) accepts without reservation all the rules of use and applicable sanctions; (iv) undertakes to enforce compliance with this AUP by all its Users; (v) acknowledges that continued use of the Services constitutes a continuous reiteration of this acceptance.
Article 1 — Purpose and scope
This AUP aims to define the rules of use applicable to any use of the Nereva Services by Clients and their Users, as well as the consequences of their breach.
It applies to all the functionalities of the platform, including web back-office access, the Drivers and Works Managers mobile applications, the application programming interfaces (APIs), data exports and any other component of the Services. It is applicable from the effective date of the main contract and survives its termination for the obligations which by their nature are intended to continue.
Article 2 — Definitions
The terms defined in the T&Cs and the DPA retain their meaning. The terms specific to this AUP are as follows.
Prohibited Conduct: any act, omission or use of the platform contrary to this AUP, whether committed intentionally or through negligence.
Protective Measure: any measure taken by Nereva SA to preserve the integrity, security or availability of the platform, in particular the suspension of access, the revocation of credentials, the limitation of functionalities or the quarantining of data.
Sanction: any measure taken by Nereva SA in response to Prohibited Conduct, including in particular a warning, suspension, termination and an action for indemnification.
Serious breach: any Prohibited Conduct that is repeated, malicious or intentional, or that significantly harms the security of the platform, the rights of Nereva SA, those of other Users or of third parties.
Article 3 — Fundamental principles of use
The use of the Nereva Services is governed by the following principles.
Legality: any use must comply with applicable Swiss law and, where applicable, the law of the Client's jurisdiction.
Good faith: any use must fall within a logic of good-faith performance of the main contract.
Operational purpose: the Services are intended for professional operational use in the context of the Client's logistics activities, and not for testing, competitive research or extraction of value outside their contractual purpose.
Proportionality: use must be proportionate to the resources subscribed and to the Client's real operational needs.
Respect for third parties: use must respect the rights of other Users, of data subjects (in particular Drivers) and of third parties.
Article 4 — Authorised uses
The following are in particular authorised, within the limits of the main contract and this AUP: (i) entering, structuring, transmitting and documenting operational requests relating to the Client's logistics flows; (ii) the operational management of transport, handling, sorting or any other logistics service missions carried out by the Client's partners; (iii) consulting, extracting and exporting the Client's own data under the conditions provided for in the T&Cs; (iv) the use of the analytics and decision-support functionalities for internal management purposes; (v) the integration of the platform with the Client's internal systems by the means provided by Nereva SA; (vi) making the platform available to authorised Users of the Client, in compliance with this AUP.
Article 5 — Prohibited uses — general conduct
The following are strictly prohibited, without this list being exhaustive: (i) any use of the platform for unlawful, fraudulent, deceptive purposes or contrary to public policy; (ii) any use intended to conceal, facilitate or enable the commission of a criminal offence; (iii) any use infringing the rights of third parties, in particular intellectual property rights, image rights, the right to privacy, social rights; (iv) any use contrary to the commitments made in the order form, the T&Cs, the DPA, the Data Privacy Policy, the AI and Data Policy or the Copyright and Intellectual Property document; (v) any use for the purposes of unfair competition within the meaning of the Federal Act against Unfair Competition (UCA); (vi) any use intended to circumvent the social, tax or regulatory obligations applicable to the Client or its partners; (vii) any use by a User acting on behalf of an unidentified or unauthorised third party or in breach of the contractual scope.
Article 6 — Prohibited uses — protection of the platform
The following are strictly prohibited, in that they harm the integrity, security or availability of the platform: (i) any attempt at unauthorised access, intrusion, hacking, hijacking or takeover of the platform or its components; (ii) any reverse engineering, decompilation, disassembly, modification, adaptation or translation of the platform's source code, except within the strict limits authorised by mandatory Swiss law; (iii) any automated, systematic, massive or unauthorised extraction of the data displayed on the platform (scraping, crawling, harvesting), including by means of software agents, robots, scripts or similar tools; (iv) any abnormal load, stress test, denial of service, or injection of request volumes exceeding reasonable operational usage and the quotas provided for in the order form; (v) any introduction, transmission or distribution via the platform of viruses, malware, hostile automated code or content harmful to the integrity of the systems; (vi) any attempt to circumvent the technical authentication, authorisation, encryption, quota or protection mechanisms implemented by Nereva SA; (vii) any use intended to explore, identify or exploit the platform's security vulnerabilities outside a responsible disclosure programme expressly accepted by Nereva SA; (viii) any resale, sub-licensing, making available or hosting of the platform or its components for the benefit of third parties, without the prior and express written consent of Nereva SA.
Article 7 — Prohibited uses — protection of data and AI models
The following are strictly prohibited, in that they harm the intellectual property and strategic assets of Nereva SA, and the rights of other Users: (i) any use of the data accessible via the platform for the purposes of training, validating, evaluating or improving artificial intelligence models, machine learning algorithms or analytics systems developed by the Client or by a third party, with the exception of the Client's own internal operational management analyses; (ii) any extraction, copying, reproduction, transformation or exploitation of the Derived Data within the meaning of Article 10 of the T&Cs, which belongs exclusively to Nereva SA; (iii) any attempt at de-anonymisation, re-identification or inference of individual identities from the data displayed on the platform, in particular positioning data from the Drivers mobile application; (iv) any attempt at reverse engineering, reproduction, imitation or duplication of the platform's analytics and operational intelligence functionalities (in particular EVA and its components), for the purpose of developing a competing product, service or functionality; (v) any use of the outputs produced by the analytics functionalities for the purpose of building a training dataset for a competing AI system; (vi) any benchmarking, publication, communication or dissemination to third parties of information on the performance, limits or characteristics of the analytics functionalities of Nereva SA, without prior and express written consent; (vii) any communication to a third party, without the prior and express written consent of Nereva SA, of the content, structure or operating methods of the platform.
Article 8 — Prohibited uses — protection of data subjects
The following are strictly prohibited, in that they harm the rights of data subjects, in particular Drivers and other natural persons whose data is processed via the platform: (i) any use of positioning data from the Drivers mobile application for the purpose of systematic individual monitoring of the behaviour of an identified Driver, outside the strictly necessary operational purposes defined by the Client; (ii) any use of positioning data to evaluate, sanction, rank or individually compare Drivers, without prior information, without consultation of staff representatives where applicable, and without compliance with the obligations provided for by applicable employment law; (iii) any use of data during Drivers' breaks, off-duty periods or personal time; (iv) any communication of operational data relating to a Driver to an unauthorised third party, or to a principal, in breach of the obligations provided for in Article 14 bis of the T&Cs; (v) any automated individual decision producing legal effects or significantly affecting a person within the meaning of Article 22 of the GDPR, based on the outputs produced by the platform's analytics functionalities; (vi) any use intended to circumvent the Client's obligations as controller of the data from the platform.
Article 9 — Obligations of good faith and diligence
The Client and its Users undertake to enter accurate, truthful, complete and up-to-date information in the platform, not to enter false, misleading, exaggerated, unfounded information or information likely to infringe the rights of a third party, to report to Nereva SA without delay any anomaly, malfunction, security flaw, unauthorised access or incident of which they become aware, to cooperate in good faith with Nereva SA in the event of an internal inquiry or investigation, and to comply with reasonable operational usage and the good practices recommended by Nereva SA in the platform documentation.
Article 10 — User account security
The Client is responsible for the confidentiality of the credentials and authentication means assigned to its Users. The Client undertakes to assign credentials only to authorised Users, in connection with their operational functions, to revoke without delay the credentials of a User whose functions cease or change beyond the authorised scope, to prohibit the sharing of credentials between Users, and to notify Nereva SA without delay of any compromise, suspected compromise, loss or theft of credentials.
Any action carried out using a User's credentials is deemed to have been carried out by the Client, which assumes full responsibility for it.
Article 11 — Client's responsibility for its Users
The Client remains fully, jointly and severally liable for the acts, omissions and conduct of its Users in the use of the platform. The Client undertakes to inform its Users of the applicable rules of this AUP, the T&Cs, the DPA, the Data Privacy Policy and the AI and Data Policy, to require its Users to comply with these rules, to train its Users in compliant and secure use of the platform, and to bear in full the consequences of Prohibited Conduct committed by its Users, in accordance with Article 25 bis of the T&Cs.
Article 12 — Establishing breaches
Nereva SA has technical and organisational means to detect, prevent and establish Prohibited Conduct, in particular technical monitoring of the use of the platform (logs, metrics, automated alerts), the implementation of detection thresholds and anti-fraud mechanisms, the conduct of internal investigations upon report or on its own initiative, and cooperation with third-party IT security providers.
Any established breach is documented internally by Nereva SA and kept for evidentiary and auditable purposes.
Article 13 — Sanctions and graduated measures
In the event of Prohibited Conduct, Nereva SA may, at its sole discretion and without prejudice to its other rights and remedies, take any proportionate measure from among the following.
Formal warning: written notification to the Client identifying the Prohibited Conduct and setting a deadline for compliance.
Protective Measure: temporary limitation of functionalities, restriction of access, quarantining of data or reduction of quotas, without notice if urgency so requires.
Suspension of access: total or partial suspension of access to the platform for the Client concerned, its Users or some of its Users.
Termination: termination of the main contract for breach by the Client, in accordance with Article 28 of the T&Cs.
Action for indemnification: implementation of Article 25 bis of the T&Cs and any action aimed at obtaining compensation for the losses suffered by Nereva SA.
Legal action: referral to the competent courts to obtain cessation, damages or any other useful measure.
Sanctions are proportionate to the seriousness of the Prohibited Conduct, its intentional or repeated nature, and the consequences for Nereva SA, its Clients and third parties.
Article 14 — Immediate suspension in an emergency
Nereva SA may immediately suspend, without notice and without delay, the Client's or a User's access to the platform, in the event of (i) a serious, manifest or repeated breach of this AUP; (ii) an imminent threat to the security, integrity or availability of the platform; (iii) an imminent threat to the rights or interests of other Users, of Nereva SA or of third parties; (iv) an injunction from a competent authority; (v) reasonable suspicion of fraud, money laundering, terrorist financing or use for criminal purposes.
Immediate suspension does not constitute termination and does not relieve the Client of its contractual obligations, in particular payment. It cannot engage the liability of Nereva SA, except in the event of its own gross negligence.
Article 15 — Termination for breach
In the event of persistent breach after formal notice, or in the event of a serious breach that does not allow the reasonable continuation of the contractual relationship, Nereva SA may terminate the main contract for breach by the Client, in accordance with Article 28 of the T&Cs, without prejudice to any indemnification.
Termination for breach entails the immediate forfeiture of access, the application of the end-of-contract conditions provided for in the DPA and the implementation of Article 25 bis of the T&Cs.
Article 16 — Indemnification and costs
In the event of Prohibited Conduct, the Client indemnifies Nereva SA in accordance with Article 25 bis of the T&Cs.
The indemnification covers all the losses suffered by Nereva SA, as well as the costs reasonably incurred to establish the Prohibited Conduct, put an end to its effects, defend the rights of Nereva SA and obtain compensation, in particular internal and external investigation costs, IT and legal expert costs, lawyers' and procedural costs, and any other reasonable costs attributable to the Prohibited Conduct.
The indemnification obligation provided for in this Article is not subject to any cap and survives the termination of the main contract for as long as necessary for its useful effect.
Article 17 — Cooperation with the authorities
In the event of a judicial requisition or an injunction from a competent public authority, Nereva SA may communicate to the authorities the objective elements in its possession likely to establish the existence of Prohibited Conduct, within the limits of the rules applicable to data protection.
This communication constitutes neither a waiver of the rights of Nereva SA, nor an acknowledgement of any capacity with regard to a third-party dispute, and cannot engage its liability towards the Client or the Users concerned.
Nereva SA retains the option of informing the Client of this communication, except where legally prohibited or where the authority requests otherwise.
Article 18 — Notification to the Client
Except in exceptional circumstances, proven urgency or legal prohibition, Nereva SA notifies the Client of any Sanction or Protective Measure taken pursuant to this AUP, specifying the nature of the Prohibited Conduct, the measures applied and, where applicable, the conditions for lifting the measures.
Notification is made by any means allowing its date and receipt to be evidenced, in particular by e-mail sent to the Client's contact address.
Article 19 — Internal appeal
The Client has fifteen (15) business days from notification of a Sanction to submit its observations in writing to Nereva SA, at the address legal@nereva.com.
Nereva SA examines the Client's observations within a reasonable period and notifies its reasoned decision, which may consist of confirming, lifting or adjusting the Sanction.
The exercise of the internal appeal has no suspensive effect on the Protective Measures and Sanctions already imposed, unless Nereva SA decides otherwise.
Article 20 — Amendment of the Acceptable Use Policy
Nereva SA reserves the right to amend this AUP to take account of technical, operational, legal or regulatory developments.
Any substantial amendment is notified to the Client with reasonable notice, which may not be less than thirty (30) days, in accordance with the amendment conditions provided for in Article 37 of the T&Cs.
Minor amendments, which have no material impact on the rights and obligations of the Parties, may be deployed without specific notice and are the subject of general information by any appropriate means.
Article 21 — Survival
The provisions of this AUP which by their nature are intended to continue survive the termination of the main contract, and in particular the obligations of indemnification, cooperation with the authorities and respect for the intellectual property rights of Nereva SA.
Article 22 — Applicable law and jurisdiction
This AUP is governed exclusively by Swiss law, to the exclusion of any conflict-of-laws rule and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980).
Any dispute relating to the formation, validity, interpretation, performance or termination of this AUP falls within the exclusive jurisdiction of the ordinary courts of the canton of Vaud, place of the registered office of Nereva SA, subject to any mandatory right of appeal to the Swiss Federal Supreme Court.
Article 23 — Reference language
The French version of this AUP alone is legally authoritative. Any translation is provided for information purposes only and cannot bind Nereva SA.
Article 24 — Contact
Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland.
Legal questions: legal@nereva.com.
Security and incidents: security@nereva.com.
Data protection: privacy@nereva.com.
Intellectual property: ip@nereva.com.