PREAMBLE
This document aims to define, in a transparent and legally enforceable manner, the intellectual property rules applicable to the Nereva platform, its software components, its content, its trademarks, its patents and any protected production associated with the Services.
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.
Contractual relationship. This document constitutes a contractual annex inseparable from the Terms and Conditions of Use (“T&Cs”). It supplements in particular Article 9 of the T&Cs (Intellectual property of Nereva), Article 10 of the T&Cs (Ownership, accuracy and exploitation of data) and the AI and Data Policy. In the event of a contradiction, the T&Cs prevail.
Article 1 — Purpose and scope
This document aims to define the intellectual property rules applicable to the Nereva platform, its software components, its content, its trademarks, its patents and any protected production associated with the Services.
It applies to any contractual relationship between Nereva SA and a professional Client, as well as to any use of the Services by the Client's Users.
Article 2 — Definitions
The terms defined in the T&Cs and the DPA retain their meaning. The terms specific to this document are as follows.
Protected Elements: all tangible and intangible elements belonging to Nereva SA and benefiting from protection under intellectual property law, trademark law, patent law, copyright, database rights, know-how and trade secret law, or any other title.
Trademark: any distinctive sign filed or registered by Nereva SA, and in particular the word, figurative or semi-figurative mark “NEREVA”.
Patent: any patent right, patent application, utility model or equivalent title, filed or held by Nereva SA.
Software: any computer program, source code, object code, programming interface, library, associated documentation, and any functional or structural element constituting the Services.
Content: any text, image, video, diagram, chart, illustration, graphic element, data set or other material published, distributed or made available by Nereva SA via its websites, applications and communication media.
Article 3 — Original ownership of Nereva's rights
Nereva SA is the original and exclusive holder of all intellectual and industrial property rights attached to the Protected Elements.
This ownership covers, without limitation, the economic copyright in the Software and associated documentation, database producer rights, rights in the Trademarks, Patents and related rights, as well as rights in know-how and trade secrets.
No provision of the T&Cs, of this document or of the other contractual documents entails a transfer of intellectual property to the Client.
Article 4 — Scope of the protected elements
The Protected Elements include in particular the Software and all its components (web back office, mobile applications, APIs, analytics modules, operational intelligence modules, and in particular EVA and its components), the technical, functional and commercial documentation, the user interfaces, the ergonomic layouts, the visual identity and graphic charter, the structural and operational databases built by Nereva SA, the Derived Data within the meaning of Article 10 of the T&Cs, the artificial intelligence Models within the meaning of the AI and Data Policy, as well as any technical, methodological, organisational or commercial know-how accumulated by Nereva SA in the design and operation of the Services.
Article 5 — Nereva trademarks
The word mark “NEREVA”, the figurative mark and any associated semi-figurative variation are the exclusive property of Nereva SA.
Any reproduction, representation, modification, translation, distortion, exploitation or commercial use of the Trademarks, without the prior and express written consent of Nereva SA, is strictly prohibited and engages the civil and, where applicable, criminal liability of its author.
Any request for authorisation to use the Trademarks may be sent to ip@nereva.com.
Article 6 — Patents and patent applications
Nereva SA has filed and will file patent applications relating to its technical innovations. The list of Patents, patent applications and equivalent titles in force may be consulted with the competent national and international offices and may be communicated to the Client upon request sent to ip@nereva.com.
Any exploitation, reproduction, implementation or circumvention of a Patent of Nereva SA without prior and express written authorisation engages the civil and, where applicable, criminal liability of its author.
Article 7 — Know-how and trade secrets
The technical architectures, algorithms, proprietary methods, internal performance indicators, optimisation processes, configurations of analytics models and any non-public strategic or technical information of Nereva SA are protected as know-how and trade secrets, within the meaning of the Swiss Federal Act against Unfair Competition (UCA) and applicable international conventions.
Any unauthorised communication, disclosure, exploitation or reproduction of these elements engages the civil and, where applicable, criminal liability of its author.
Article 8 — Derived data and AI Models
In accordance with Article 10 of the T&Cs and the AI and Data Policy, the Derived Data and the artificial intelligence Models constitute exclusive intellectual and industrial property assets of Nereva SA, on an original basis.
The Client expressly waives any claim, on any basis whatsoever, to the Derived Data and the Models, including after termination of the main contract. This allocation of intellectual property constitutes an essential and decisive element of Nereva's consent to provide the Services.
Article 9 — Licence to use the protected elements
Subject to payment of the amounts due and compliance with the T&Cs, Nereva SA grants the Client, for the duration of the main contract, a personal, nominative, non-exclusive, non-assignable and non-transferable right to access and use the Services for its professional use.
This right entails only the ability to use the Services as made available, in accordance with their contractual purpose. It entails no right to modify, reproduce, adapt, translate, distribute or make available to third parties the Software or the other Protected Elements.
Article 10 — Strictly prohibited uses
The following are strictly prohibited without the prior and express written consent of Nereva SA: (i) the reproduction, representation, modification, adaptation, translation or distortion of all or part of the Software; (ii) the reverse engineering, decompilation or disassembly of the Software, except within the strict limits authorised by mandatory Swiss law; (iii) the extraction, copying, reuse, automated downloading or making available of all or a substantial part of the databases of Nereva SA; (iv) the removal, modification or concealment of the copyright notices, ownership notices or legal notices appearing on the Protected Elements; (v) the use of the Trademarks for commercial purposes, in domain names, in paid keywords, in communication or any communication medium, for referencing or comparison purposes; (vi) the imitation, duplication or reproduction of the functionalities, ergonomics, interfaces, analytics models or innovations protected by Nereva SA, for the purpose of developing a competing product or service; (vii) the unauthorised communication, disclosure or reproduction of the know-how and trade secrets of Nereva SA.
Article 11 — Copyright notices and legends
The Protected Elements may include copyright notices, intellectual property legends, word or figurative marks and indications of ownership.
These notices may not be removed, modified, concealed or circumvented under any circumstances. Any authorised reproduction of a Protected Element must fully retain the associated notices and legends.
Article 12 — Client content
The content entered, transmitted or uploaded by the Client via the Services remains the property of the Client or of the third parties concerned.
The Client warrants that it has the rights, authorisations and legal bases necessary to enter, transmit and have this content processed via the Services, that it does not infringe any third-party right, in particular intellectual property rights, image rights and the right to privacy, and that it complies with applicable laws and regulations.
For the sole purposes of performing the Services, the Client grants Nereva SA a non-exclusive, worldwide, free licence, revocable from termination, to use the Client's content for the purposes provided for in Article 10.4 of the T&Cs.
Article 13 — Third-party content integrated into the platform
The Services may include or use content, software components, data sets or interfaces provided by third parties, in particular open source components, third-party APIs (and in particular HERE for mapping and on-board heavy-vehicle navigation), hosting services, fonts and technical libraries.
The use of this third-party content is governed by the licences and terms of use specific to each. Nereva SA warrants that it has the authorisations necessary for their integration and exploitation in the context of the Services. No provision of this document may be interpreted as conferring on the Client a right greater than or different from those resulting from the licences applicable to third-party content.
The list of significant third-party content integrated into the platform may be communicated to the Client upon request sent to ip@nereva.com.
Article 14 — Client's rights to its own data
Without prejudice to the provisions of Article 10 of the T&Cs and the AI and Data Policy, the Client retains ownership and control of the data it enters, transmits or uploads into the platform.
The Client may access, modify, export or delete its data under the conditions and within the limits provided for in the T&Cs and the DPA.
The Derived Data and the Models produced by Nereva SA from the Client's data, however, constitute exclusive assets of Nereva SA, under the conditions of Article 8 of this document and Article 10 of the T&Cs.
Article 15 — Reporting of infringement by a third party
Any natural or legal person who considers that content published on the platform or a use of the Services infringes their intellectual property rights may send a written report to Nereva SA, at the address ip@nereva.com.
The report must include the identity of the applicant and their contact details, the precise identification of the disputed content or contested use, the elements demonstrating ownership of the rights invoked, the legal characterisation of the alleged infringement, and any useful supporting document.
Any abusive, fanciful or manifestly unfounded report engages the liability of its author.
Article 16 — Notice and takedown procedure
Upon receipt of a complete and apparently well-founded report, Nereva SA may, at its sole discretion and without prejudice to its rights, take any proportionate measure including in particular the temporary suspension of the disputed content, quarantine, permanent removal, or forwarding of the report to the Users concerned.
Nereva SA informs the Client concerned of the measure taken and offers it the opportunity to submit its observations within a reasonable period, except in cases of proven urgency, legal prohibition or injunction from a competent authority.
The implementation of the notice and takedown procedure constitutes neither an acknowledgement by Nereva SA of the merits of the report, nor a waiver of its rights, nor a characterisation with regard to any applicable liability.
Article 17 — Technical protection measures
Nereva SA implements technical measures to protect the Protected Elements, in particular access control, authentication, encryption, logging of sensitive access and limitation of automated extractions.
Any attempt to circumvent these technical protection measures is strictly prohibited and engages the civil and, where applicable, criminal liability of its author.
Article 18 — Sanctions for infringements
Any infringement of the Protected Elements exposes its author to (i) the immediate cessation of the infringement and the removal of the disputed content; (ii) the immediate termination of the main contract for breach by the Client in accordance with Article 28 of the T&Cs; (iii) the bringing of any civil or criminal action by Nereva SA, in particular for infringement, unfair competition, parasitism or breach of trade secrets; (iv) the payment of damages to compensate for the entire loss suffered by Nereva SA, pursuant to Article 25 bis of the T&Cs.
Article 19 — Indemnification for third-party infringement
Under the conditions and within the limits provided for in Article 25 of the T&Cs, Nereva SA indemnifies the Client against any third-party action based on an infringement of that third party's intellectual property rights resulting from the use of the Services in accordance with the T&Cs and this document.
This indemnity is subject to the conditions provided for in paragraphs 25.2 to 25.4 of the T&Cs, in particular prompt notification, cooperation in the defence and the absence of settlement without the prior consent of Nereva SA.
Article 20 — Indemnification by the Client
The Client indemnifies Nereva SA in accordance with Article 25 bis of the T&Cs for any claim against Nereva SA resulting directly or indirectly from an infringement of a third party's intellectual property rights committed by the Client or its Users in the use of the Services, or from the entry of content in breach of the warranties provided for in Article 12 of this document.
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 21 — Survival
The provisions of this document which by their nature are intended to continue survive the termination of the main contract, and in particular the obligations relating to the intellectual property of Nereva SA, the ownership of the Derived Data and the Models, the Trademarks, the Patents, know-how and trade secrets, as well as the indemnification obligations.
Article 22 — Assignment and change of control
In accordance with Article 19 bis of the T&Cs, Nereva SA may assign or transfer all of its rights and obligations in the context of a merger, acquisition, restructuring, partial contribution of assets or equivalent transaction. The assignment or change of control has no effect on the allocation of intellectual property provided for in this document.
The Protected Elements, the Derived Data and the Models remain the property of Nereva SA or its successor.
Article 23 — Amendment of this document
Nereva SA reserves the right to amend this document to take account of technical, legal or commercial developments.
Any substantial amendment is notified to the Client with reasonable notice, which may not be less than sixty (60) days, in accordance with Article 37 of the T&Cs.
Article 24 — Applicable law and jurisdiction
This document, as well as the contractual relationship it governs, are 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 document 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 25 — Reference language
The French version of this document alone is legally authoritative. Any translation is provided for information purposes only and cannot bind Nereva SA.
Article 26 — Contact
Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland.
Intellectual property: ip@nereva.com.
Legal questions: legal@nereva.com.