Terms and Conditions of Use (T&Cs)

PREAMBLE

These Terms and Conditions of Use (hereinafter the “T&Cs”) govern the provision by Nereva SA to its professional Clients of the Services for orchestrating, planning, managing and documenting logistics flows. They constitute the contractual basis applicable to any commercial relationship between Nereva SA and a Client.

The T&Cs are supplemented by the following annexed documents, which form an integral part of them: the order form signed between the Parties, the Payment and Subscription Policy, the Data Privacy Policy, the Cookie Policy, the Data Processing Agreement (DPA), the SLA Annex where applicable, the Copyright and Intellectual Property document, the AI and Data Policy, the Acceptable Use Policy, and the Liability Policy (an explanatory document, legally subordinate to these T&Cs).

Acceptance of these T&Cs takes place either by signing an order form or by accessing the Services and actually using them. By subscribing to the Services, the Client (i) expressly acknowledges having taken full and complete knowledge of these T&Cs and of all the annexed documents listed above, (ii) declares having had the time and means necessary to analyse them, where applicable with its advisers, (iii) accepts all their provisions without reservation, (iv) expressly waives any claim of ignorance or lack of knowledge of their provisions, and (v) acknowledges that continued use of the Services constitutes a continuous reiteration of this acceptance. Any person accessing the Services on behalf of a Client is deemed authorised to bind that Client.

Article 1 — Purpose, nature and legal qualification of Nereva

1.1 Purpose

These T&Cs define the general conditions under which Nereva SA provides its Services to professional Clients, as well as the respective rights and obligations of the Parties.

1.2 Enforceable statutory corporate purpose

Nereva SA is a company limited by shares under Swiss law, whose corporate purpose is entered in the commercial register of the canton of Vaud.

The company's purpose 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.

This statutory qualification is enforceable against third parties in accordance with Articles 933 and 936b of the Swiss Code of Obligations and constitutes the framework within which the Services are provided.

1.3 Qualifications expressly excluded

The Parties expressly acknowledge and accept that Nereva does not act, in any capacity and under any circumstances, (i) as a carrier or transport auxiliary within the meaning of Articles 440 et seq. of the Swiss Code of Obligations, (ii) as a freight forwarder within the meaning of Article 439 of the Swiss Code of Obligations, (iii) as a commission agent within the meaning of Article 425 of the Swiss Code of Obligations, (iv) as a broker within the meaning of Articles 412 et seq. of the Swiss Code of Obligations, (v) as an agent within the meaning of Articles 418a et seq. of the Swiss Code of Obligations, (vi) as a mandatary of the Users within the meaning of Articles 394 et seq. of the Swiss Code of Obligations, or (vii) as a marketplace, commercial matchmaking platform, intermediation platform, exchange, or economic actor of any other nature involving the organisation, marketing or performance of physical transport operations or logistics services.

1.4 Algorithmic and operational neutrality

Nereva does not select, rank, rate, list or recommend the Users' partners. Users choose their operational and commercial partners fully autonomously, outside the platform, on the basis of their own selection criteria, and after prior mutual acceptance. The platform merely allows Users to transmit operational requests to partners they have previously and independently chosen and accepted.

1.5 Information displayed

Any information displayed on the platform, in particular the identity of Users, their contact details, their declared availability, their resources or any other descriptive element, comes exclusively from entries made by the Users themselves and is disseminated under their sole responsibility. Nereva carries out no verification, validation, certification, approval, audit or control of this information, and assumes no obligation in this respect.

1.6 Functional developments

The introduction by Nereva of analytics, estimation, optimisation, decision-support or recommendation functionalities, as well as any subsequent evolution of the platform, does not in any way alter the legal qualification of Nereva defined in this Article and in Article 3.5 of its articles of association. These functionalities are of an exclusively indicative nature and never substitute for the free choice and judgement of the Users.

1.7 Essential nature

The qualifications set out in this Article constitute an essential and decisive condition of Nereva's consent to provide the Services. The Client acknowledges having fully appreciated the scope of these provisions before subscribing to the Services and consents to them without reservation.

Article 1 bis — Express exclusion of the qualification of freight forwarder

1 bis.1 Statutory consistency

Article 3.5 of the articles of association of Nereva SA, entered in the commercial register, expressly excludes transport activity and the activity of commercial intermediary between principals and transport companies. This Article applies that statutory qualification with regard to Articles 425 et seq. and 439 et seq. of the Swiss Code of Obligations, in order to prevent any attempt at requalification.

1 bis.2 Constituent criteria not met

The Parties acknowledge and declare that the constituent elements of the qualification of freight forwarder within the meaning of Article 439 of the Swiss Code of Obligations are not met in this case, and that the following elements characterise Nereva's activity: (i) Nereva contracts with no carrier, shipper, consignor or principal, and is not a party to any contract of carriage, logistics services contract or forwarding contract; (ii) Nereva does not choose, select, appoint, designate or propose any carrier or service provider to the Users; (iii) Nereva receives no remuneration in connection with the physical transport operations or logistics services performed between Users, its remuneration consisting exclusively of a flat-rate SaaS subscription fee independent of the volumes, frequencies or values of the physical operations; (iv) Nereva has no power of representation with regard to the Users and acts neither in its own name nor in the name of the Users vis-à-vis third parties; (v) Nereva does not receive, handle, control, store or forward any goods and has no right of retention in this respect within the meaning of Article 451 of the Swiss Code of Obligations; (vi) Nereva is not a party to any transport document, consignment note, CMR, bill of lading or any other document of title representing the goods or their transport.

1 bis.3 Essential nature

The declarations in this Article constitute an essential and decisive condition of Nereva's consent to provide the Services. Any requalification or attempted requalification based on Article 439 of the Swiss Code of Obligations, on Articles 425 et seq. of the same Code, or on similar provisions of a foreign law, is expressly excluded by the Parties.

Article 1 ter — Acceptance of the T&Cs and use of the Services

1 ter.1 Means of acceptance

Acceptance of these T&Cs and of the documents annexed to them may take place, indiscriminately and at the convenience of the Parties, by any of the following means, each constituting full and complete acceptance within the meaning of Article 1 of the Swiss Code of Obligations: (i) the handwritten or electronic signature of an order form referring to these terms; (ii) the ticking, by a duly authorised User of the Client, of an acceptance box presented when creating an account, opening access to the Services or on any other occasion provided for by Nereva SA, accompanied by the statement “I have read and accept the Terms and Conditions of Use and their annexes”; (iii) actual access to the Services and their use by any User acting on behalf of the Client, including in the absence of a signed order form and prior electronic ticking. The three means above are equivalent in legal effect and establish no hierarchy between them. None is subsidiary to the other. The Client may not rely on the absence of one means of acceptance to contest its status as a party to these T&Cs, once another means of acceptance has occurred.

1 ter.2 Optional nature of the order form

The signature of an order form is not a condition for the formation of the contract between Nereva SA and the Client. The order form, when used, has the sole purpose of specifying the particular conditions applicable to the relationship, in particular the scope of the Services subscribed, the number of Users, the pricing, the configuration parameters and the subscription term, and of recording the Parties' agreement on these particular conditions. In the absence of an order form, the applicable particular conditions result from the technical configuration of the Services as recorded by Nereva SA.

1 ter.3 Acceptance by actual use

Access to the Services and their use, even occasional, by any User acting on behalf of a Client constitutes full, complete and unreserved acceptance of these T&Cs and their annexes, in the name and on behalf of the Client. The Client expressly acknowledges that any natural person logging in to the Services using credentials allocated or tolerated within its organisation is deemed to act in its name and on its behalf, unless proven otherwise, which the Client must report to Nereva SA without delay as soon as it becomes aware of it.

1 ter.4 Continuous reiteration of acceptance

Each login to the Services and each use of the functionalities constitutes confirmation and reiteration of acceptance of these T&Cs, in their version in force on the date of that use. The Client is solely responsible for regularly consulting the up-to-date versions of the contractual documents, accessible at www.nereva.com and made available upon simple request sent to legal@nereva.com.

1 ter.5 Technical traceability of acceptance

Nereva SA is authorised to retain, for the duration of the contract and for five (5) years following its end, the technical elements establishing acceptance of the T&Cs by the Client or its Users, in particular the timestamps of box ticking, the technical session identifiers, the login logs and the versions of the documents in force on the dates of acceptance. These elements are authoritative between the Parties until proven otherwise and constitute admissible evidence within the meaning of Article 168 of the Swiss Code of Civil Procedure.

1 ter.6 Presumed authorisation

The Client warrants that any natural person accepting the T&Cs by any of the means provided for in this Article has the necessary powers to bind it. Any subsequent challenge to this authorisation, on any basis whatsoever, is unenforceable against Nereva SA, unless fraud personally attributable to Nereva SA is proven. Failing this, the Client remains fully bound by the acts performed by that person.

Article 1 quater — Framework applicable to Pilots and Beta-testers

1 quater.1 Definition

The status of “Pilot” or “Beta-tester” (hereinafter collectively the “Pilot”) designates any Client benefiting, under an express written agreement with Nereva SA, from access to the Services free of charge, at a preferential rate or to functionalities under development, in the context of a testing, evaluation, product validation or commercial reference collaboration. Pilot status is not presumed: it results exclusively from an express qualification appearing in the order form, in a specific document signed between the Parties, or in a written communication from Nereva SA accepted by the Client.

1 quater.2 Application of these T&Cs

These T&Cs and all the documents annexed to them apply in full to the Pilot, subject to the specific provisions of this Article. In the event of a contradiction between this Article and any other provision of these terms, this Article prevails for the Pilot framework only.

1 quater.3 Liability regime applicable to the Pilot

Given the free or preferential nature of the Services provided to the Pilot and the evolving or experimental nature of the functionalities offered, the Parties expressly agree that (i) the obligations of Nereva SA under the contract with the Pilot are limited best-efforts obligations and include neither an availability commitment, nor a service level commitment, nor a commitment to successful completion; (ii) the functionalities provided in the Pilot framework may present limitations, malfunctions, developments or interruptions, which the Pilot expressly accepts; (iii) the total and cumulative liability of Nereva SA towards the Pilot, all heads of loss combined, is, subject to Article 100 paragraph 1 of the Swiss Code of Obligations, limited to a maximum lump sum of one thousand Swiss francs (CHF 1,000), this cap replacing, for the Pilot framework only, the annual cumulative cap provided for in Article 22.3; (iv) the exclusion of indirect and consequential damages provided for in Article 22 bis and the exclusions of liability provided for in Articles 15 bis and 23 remain fully applicable; (v) the indemnification obligation provided for in Article 25 bis remains fully applicable for the benefit of Nereva SA, without limitation or mitigation under the Pilot framework.

1 quater.4 Operational commitments of the Pilot

The Pilot undertakes, throughout the pilot phase, to use the Services in good faith and in accordance with the expected operational use, to report to Nereva SA, within a reasonable period, any malfunction, anomaly, security flaw or usage difficulty encountered, to cooperate reasonably with Nereva SA for the purpose of improving the Services, in particular by taking part in interviews, answering questionnaires or testing functionalities in preview when offered, and not to disclose to third parties the functionalities, parameters, performance, limits or characteristics of the Services encountered in the Pilot framework, outside normal use of the Services, without the prior written consent of Nereva SA.

1 quater.5 Rights granted to Nereva SA — Commercial mention

In return for access to the Services on privileged terms, the Pilot grants Nereva SA, for the duration of the contract and for five (5) years following its end, the non-exclusive, worldwide, free right, revocable under the conditions of paragraph 1 quater.7, to use (i) the company name, trade name, logo, word or figurative mark of the Pilot, in their current version, and (ii) the fact of the collaboration between the Parties, for the exclusive purposes of commercial, marketing and institutional communication of Nereva SA, on any medium, printed or digital, and in particular the website of Nereva SA, brand pages on professional social networks, presentation materials for investors and prospects, commercial brochures, press communications, trade fairs, institutional videos, customer testimonials and customer references. This authorisation covers the factual mention of the collaboration and the reproduction of the Pilot's brand elements, excluding any statement relating to operational performance, volumes, savings achieved, internal methods or any other sensitive quantitative or qualitative element.

1 quater.6 Detailed communication and case study

Any detailed communication concerning the collaboration between Nereva SA and the Pilot, and in particular any case study, any published customer testimonial, any figure relating to volumes processed, savings achieved, productivity gains, durations of use, or any other sensitive operational, economic, organisational or commercial information relating to the Pilot, is subject to the prior written validation of the Pilot. To this end, Nereva SA sends the Pilot, electronically to the designated contact address, the draft communication concerned, and the Pilot has a reasonable period, which may not be less than ten (10) business days, to send its observations, validations or reasoned refusals. Failing a response within this period, the communication may not be published. The express validation of the Pilot is limited to the communication concerned and may not be extended to subsequent communications without new validation.

1 quater.7 Withdrawal of the commercial mention authorisation

The Pilot may, at any time, withdraw the authorisation provided for in paragraph 1 quater.5 by sending Nereva SA, at the address legal@nereva.com, a written request, with or without reasons. The withdrawal takes effect within a reasonable period following its receipt, not exceeding thirty (30) business days, and requires Nereva SA to cease any new use of the elements concerned. The withdrawal has no retroactive effect on media already printed, distributed, published or archived on the date of withdrawal, the Pilot expressly accepting this limit. Nereva SA nevertheless undertakes to remove, within a reasonable period, the elements concerned from the digital media under its direct control, excluding archives, reproductions by third parties, and media indexed by search engines.

1 quater.8 Mutual confidentiality

The Parties undertake to comply with a mutual confidentiality obligation regarding sensitive information of which they become aware in the context of the pilot phase, in accordance with Article 21 of these terms. Information relating to the pilot nature of the collaboration and the commercial mention authorised in paragraph 1 quater.5 are not covered by this confidentiality obligation, their communication being expressly authorised by these terms.

1 quater.9 Pilot Data and Derived Data

All the provisions of Article 10 of these terms apply fully to the data entered, transmitted or generated in the Pilot framework. The Pilot expressly accepts that the Derived Data produced from its use of the Services in the Pilot framework remains the exclusive property of Nereva SA, under the conditions of Article 10.3, and may be exploited by Nereva SA for the purposes provided for in Article 10.5, including after the end of the pilot phase.

1 quater.10 Duration and outcome of the pilot phase

The duration of the pilot phase is defined in the order form, in the specific document signed between the Parties or in the written communication from Nereva SA accepted by the Pilot. At the end of the pilot phase, and unless expressly agreed otherwise, the Services cease to be provided free of charge or at a preferential rate. The Parties agree to discuss in good faith the conditions of a possible continuation of the relationship on standard commercial terms, without either Party being bound to conclude it. Failing agreement, the contract ends automatically at the end of the pilot phase, without prejudice to the survival of the provisions which by their nature are intended to continue, in particular the commercial mention authorisation of paragraph 1 quater.5, the indemnification obligation of Article 25 bis, and the obligations relating to Derived Data and Models.

Article 1 quinquies — Representation of the company and presumed authorisation

1 quinquies.1 Principle of representation

Any natural person who creates an account on the Nereva platform, who accepts these T&Cs by any of the means provided for in Article 1 ter, or who accesses the Services in the name of a company declares, by that very act, to act with the powers necessary to legally bind that company in the subscription, use and performance of the Services. The Client warrants to Nereva SA, from the first use and throughout the contractual relationship, that the natural persons acting in its name actually have these powers.

1 quinquies.2 Professional e-mail address

The use of an e-mail address manifestly corresponding to the Client's company, such as one attached to its commercial domain name, its professional domain name or any other identification reasonably attributable to the company, constitutes strong evidence that the person is acting on behalf of that company and with its authorisation. Nereva SA is legitimately entitled to rely on this evidence, in accordance with the principle of good faith in business and the doctrine of reliance, without having to conduct further investigation into the internal powers of representation within the Client.

1 quinquies.3 Scope of persons able to bind

The following persons are in particular deemed to act in the name and on behalf of the Client, unless proven otherwise, which the Client must report without delay as soon as it becomes aware of it, when they use an e-mail address corresponding to the Client's company: the statutory bodies entered in the commercial register; directors, managers and heads of department; administrative staff, secretaries, assistants and administrative auxiliaries; operations managers, dispatchers, logistics managers and purchasing managers; administrative subcontractors, accounting agents, fiduciaries and external advisers appointed by the Client; as well as any person holding technical credentials issued or tolerated by the Client.

1 quinquies.4 Client's responsibility

The Client is solely and fully responsible for the access, uses, acts and commitments made by means of the accounts and credentials created in the name of its company, as well as for any resulting operational, economic, financial or legal consequence. It assumes in particular responsibility for the payment of the Services, compliance with these T&Cs, confidentiality commitments, data protection obligations, and the other applicable contractual obligations.

1 quinquies.5 Ratification by use

Whatever the initial means of acceptance, the actual and continued use of the Services by the Client or its staff constitutes full and complete ratification of these T&Cs and of any act performed in its name. The Client may not, after having allowed its staff to use the Services without objection, rely on an initial lack of authority, an internal lack of authorisation or the absence of an official signature entered in the commercial register, to contest its contractual commitment or refuse payment for the Services actually used.

1 quinquies.6 Relationship with the order form for substantial commitments

Where the subscription to the Services concerns financial, contractual or operational commitments of a substantial scale exceeding the ordinary operational use expected of a SaaS logistics orchestration platform, Nereva SA may, without being obliged to do so, request the additional signature of an order form by a person holding the corresponding powers of representation within the Client. The absence of such an order form may not be invoked by the Client to contest its commitment concerning the ordinary operational use already agreed.

1 quinquies.7 Fraud reservation

This Article may not operate in favour of Nereva SA where it has knowingly contracted with a person whom it knew, or manifestly should have known, was acting in flagrant breach of the Client's internal powers, or in the event of identity theft, computer fraud or account hijacking reported by the Client to Nereva SA before the disputed act. In these cases, the ordinary rules of representation and liability apply.

1 quinquies.8 Cooperation in the event of internal dispute

In the event of an internal dispute within the Client concerning the powers of representation of a person having acted in its name, the Client undertakes to report the situation immediately to Nereva SA and not to invoke this internal dispute to suspend, withhold or refuse payment for the Services. The Client takes personal charge of any internal discussion on the regularisation of powers, without prejudice to its right to request termination of the contract under the conditions of Article 28.

Article 2 — Scope of the Services and nature of the obligations

The Services provided by Nereva consist exclusively of making available software functionalities allowing Clients and their Users to enter, structure, share and document information relating to their own logistics operations. Nereva does not perform, supervise or control any physical operation of transport, loading, unloading, sorting, waste treatment or handling. Responsibility for the compliance, execution, quality, safety and legality of physical operations lies exclusively with the Clients and their partners. Nereva's obligations under the Services are best-efforts obligations.

In accordance with Article 15 bis of these terms, responsibility for the accuracy, completeness and relevance of the information entered in the platform lies exclusively with the Users who make the entries. Nereva carries out no verification, validation or correction of the information entered, and assumes no obligation in this respect.

Article 3 — Definitions

Order form: document signed by the Client and accepted by Nereva SA specifying the scope of the Services, the licences subscribed, the prices and the term.

Client: any legal person or professional entity that has subscribed to the Services.

T&Cs: these Terms and Conditions of Use.

Personal data: within the meaning of the GDPR and the FADP.

Client Data: all data, information and content entered, transmitted or generated by the Client, its Users or its partners in the context of the use of the Services, with the exception of Personal Data governed by the DPA.

DPA: Data Processing Agreement concluded between the Client and Nereva SA.

Licence: personal, nominative, non-exclusive, non-assignable and non-transferable right, granted to the Client, to access the Services for the subscribed term.

Parties: Nereva SA and the Client.

Services: all the software functionalities provided by Nereva SA via the platform.

SLA: Service Level Agreement, availability commitment defined in Article 17 and specified, where applicable, in an annex to the order form.

User: any natural person with access to the Services under a licence allocated by the Client.

Article 4 — Documentary architecture and contractual hierarchy

The contractual relationship between Nereva SA and the Client is governed by the documents listed in the preamble. In the event of a contradiction between these documents, the following order of priority applies, unless expressly provided otherwise: (i) the signed order form; (ii) these T&Cs; (iii) the DPA; (iv) the SLA Annex; (v) the Payment and Subscription Policy; (vi) the Data Privacy Policy; (vii) the Cookie Policy; (viii) the Copyright and Intellectual Property document; (ix) the AI and Data Policy; (x) the Acceptable Use Policy; (xi) the Liability Policy, an explanatory document legally subordinate to these terms.

The annexes and policies may evolve under the conditions provided for in Article 37.

Article 5 — Access conditions and capacity

Access to the Services is reserved exclusively for professional Clients. The Client warrants that it has the legal capacity and authorisation necessary to conclude the contract. The Services are not intended for consumers within the meaning of Swiss law or any applicable national consumer law.

The Client warrants that any person accessing the Services in its name has the necessary authorisation and acts within the scope of their professional duties.

Article 6 — Subscription and formation of the contract

The contract is formed on the earlier of, on the one hand, the signature of the order form by both Parties and, on the other hand, actual access to the Services by a User of the Client following a validated account creation.

Any particular condition derogating from these T&Cs must be expressly stipulated in the order form to be enforceable against Nereva SA.

Article 7 — User accounts and credentials

Each Licence is allocated to an identified User. The Client is solely responsible for the allocation, management and deactivation of User accounts and for the confidentiality of the associated credentials.

The Client ensures that its Users comply with these T&Cs. Any action performed by a User is deemed performed by the Client. The Client informs Nereva SA without delay of any unauthorised use of an account or any security incident of which it becomes aware.

Article 8 — Licences to use the Services

Subject to payment of the sums due and compliance with these T&Cs, Nereva SA grants the Client, for the subscribed term, a personal, nominative, non-exclusive, non-assignable and non-transferable right to access and use the Services in the context of the Client's professional use.

The detailed terms for the allocation and management of licences are specified in the Payment and Subscription Policy.

The Client undertakes not to (i) circumvent or attempt to circumvent the technical protection measures of the Services, (ii) reverse engineer, decompile or disassemble all or part of the Services, (iii) extract, copy or reuse all or a substantial part of the databases of Nereva SA, (iv) use the Services for benchmarking, comparative testing or the development of competing services, (v) grant access to the Services to unauthorised third parties, or (vi) use the Services for unlawful purposes, purposes contrary to public morality or purposes infringing the rights of third parties.

Article 9 — Intellectual property of Nereva

Nereva SA retains all intellectual property rights in its Services, software, source codes, interfaces, algorithms, databases, know-how, documentation, trademark and any associated protected element. No transfer of intellectual property is effected by these T&Cs in favour of the Client.

The Client undertakes to respect the intellectual property rights of Nereva SA as specified in the Copyright and Intellectual Property document. Any unauthorised use engages the civil and, where applicable, criminal liability of its author.

Article 10 — Ownership, accuracy and exploitation of data

10.1 Operational definitions

For the purposes of this Article, the following terms have the following meaning, without prejudice to the fuller definitions in Article 3: (i) Client Data means all raw data entered, transmitted or uploaded by the Client or its Users via the Services, as well as data generated directly by their operational action, in particular delivery note entries, photographs of proof of execution and comments; (ii) Operational Data means Client Data processed in the production environment for the ordinary provision of the Services, i.e. Zone A of the data lake within the meaning of the AI and Data Policy; (iii) Derived Data means any data produced by Nereva from Client Data or Operational Data, by calculation, transformation, aggregation, inference, anonymisation, structuring or enrichment, and in particular statistical indicators, the anonymised data of Zone B within the meaning of the AI and Data Policy, usage metrics, platform management data and data for the improvement of analytics functionalities; (iv) Models means any software object, parameter, set of weights, mathematical structure or algorithmic component produced by Nereva from Derived Data, under the conditions of the AI and Data Policy.

10.2 Ownership of Client Data

Client Data remains the exclusive property of the Client. Nereva SA claims no intellectual property right in Client Data, subject to the rights necessary for it to provide the Services, which are the subject of the licence provided for in paragraph 10.4.

10.3 Ownership of Derived Data and Models

Derived Data and Models constitute exclusive intellectual and industrial property assets of Nereva SA. Nereva SA holds all rights in them, on an original basis and unconditionally, and the Client waives any claim, on any basis whatsoever, to Derived Data or Models, including after termination of the contract. This allocation of intellectual property constitutes an essential and decisive element of Nereva's consent to provide the Services.

10.4 Licence for use by Nereva

For the sole purposes of performing the Services and for the duration of the contractual relationship, the Client grants Nereva SA a non-exclusive, worldwide, free licence, revocable from termination, to use Client Data for the exclusive purpose of providing, operating, securing, developing and improving the Services for the benefit of the Client.

10.5 Extended licence to exploit Derived Data

Nereva SA is furthermore authorised, without limitation in time and including after termination of the contract, to exploit Derived Data within the meaning of paragraph 10.1 (iii) for the purposes provided for in Article 10 of the AI and Data Policy, in particular statistical analyses and sector studies, improvement of the Services and development of new functionalities, training and improvement of Models, as well as strictly non-identifying public communication. This authorisation constitutes an essential and decisive condition of Nereva's consent to provide the Services at the applicable pricing conditions.

10.6 Warranty of origin and rights

The Client warrants to Nereva SA (i) that it has all the rights, authorisations, mandates and legal bases necessary to enter, transmit and have Client Data processed via the Services; (ii) that Client Data infringes no third-party right, in particular no intellectual property right, no image right, no right to privacy and no social right; (iii) that it has informed, prior to any entry concerning them, all third-party natural and legal persons whose data may appear in Client Data, in particular Drivers employed by subcontractors, operational partners, principals and commercial contacts; (iv) that it has a valid legal basis for including this third-party data in its entries and for having it processed by Nereva SA; (v) that Client Data is accurate, complete, truthful and up to date at the time of entry.

10.7 Limit of Nereva's commitment

Nereva SA assumes no obligation to verify, validate, cross-check, filter or censor Client Data. Nereva SA cannot be held liable for the truthfulness, accuracy, completeness, appropriateness or lawfulness of Client Data.

10.8 Irreversible anonymisation

The anonymisation of Client Data with a view to its transformation into Derived Data is implemented by Nereva SA according to the processes described in Article 8 of the AI and Data Policy and in accordance with the guidelines of the FDPIC and the EDPB. This anonymisation is irreversible. From completion of the transformation, the resulting Derived Data no longer constitutes personal data or Client Data.

10.9 Return and reversibility

Upon termination of the contract, and for a period of ninety (90) days following the effective date of termination, the Client may request from Nereva SA, in writing sent to legal@nereva.com, the return of its Operational Data in an open and structured format agreed between the Parties, under the conditions of Article 30 of these terms. The return may be invoiced separately at the rate in force where it exceeds standard volumes or formats.

10.10 Fate of unretrieved Operational Data

Upon expiry of the ninety (90) day period provided for in the preceding paragraph, Nereva SA proceeds, within a further reasonable period, with the deletion or irreversible anonymisation of the Client's Operational Data, without prejudice to legal retention obligations, evidentiary needs in the event of ongoing litigation, and the retention periods provided for in the Data Privacy Policy and the DPA.

10.11 Fate of Derived Data and Models

Termination of the contract has no effect on Derived Data already produced and on Models already trained on the date of termination. The Client expressly acknowledges and accepts this. The anonymised and irreversible nature of Derived Data makes its individual extraction technically impossible.

10.12 Documentary relationship

The provisions of this Article are articulated with (i) the AI and Data Policy, which details the data lake architecture, the anonymisation processes and the conditions for training Models; (ii) the Acceptable Use Policy, Article 7 of which prohibits in particular the use of Derived Data by the Client or a third party for the purpose of developing a competing product or training competing models; (iii) the DPA, which governs the processing of personal data contained in Client Data; (iv) the Copyright and Intellectual Property document, which supplements this Article on the intellectual property aspects of the platform and its components. In the event of a contradiction between this Article and any of the aforementioned documents, these T&Cs prevail.

Article 11 — Personal data

The processing of Personal Data collected or generated in the context of the Services is carried out according to the following rules: the Client acts as controller, Nereva SA acts as processor, and the precise terms of the processing are governed by the DPA concluded between the Parties.

The Client remains solely responsible for informing the data subjects, for the legal basis of the processing and for respecting the rights of the data subjects, under the conditions specified in the DPA.

Article 12 — Client's obligations

The Client undertakes to use the Services in accordance with these T&Cs and any applicable legislation, to pay the sums due within the agreed deadlines, to guarantee the truthfulness, lawfulness and accuracy of Client Data, to preserve the confidentiality of the credentials allocated to its Users, to inform Nereva SA without delay of any security incident of which it becomes aware, to respect the intellectual property rights of Nereva SA and of third parties, not to use the Services for unlawful purposes or purposes contrary to public morality, and to comply with the regulations applicable to its physical activities, in particular regarding transport, waste management and environmental protection.

Article 13 — Nereva's obligations

Nereva SA undertakes to provide the Services under the conditions defined in the order form and these T&Cs, to comply with the availability commitment provided for in Article 17, to implement appropriate technical and organisational security measures, to respect the confidentiality of Client Data, and to process Personal Data under the conditions provided for in the DPA.

The obligations of Nereva SA constitute best-efforts obligations, unless expressly stipulated otherwise.

Article 14 — Operational limits of the platform

The Client acknowledges and expressly accepts that (i) Nereva SA performs no physical operation and has no power of direction over the physical operations of Clients or their partners; (ii) the indications, suggestions, recommendations or proposals generated by the platform, in particular by the analytics or operational intelligence functionalities, are of an exclusively indicative nature and do not relieve the Client of the exercise of its own judgement; (iii) the regulatory compliance of physical operations, in particular regarding road transport, waste management, traceability of materials and occupational safety, remains the exclusive responsibility of the Client and its partners; (iv) Nereva SA carries out no verification of the authorisations, approvals, certifications or permits held by Clients or their partners.

Article 14 bis — Geolocation functionality

14 bis.1 Purpose

The Drivers mobile application integrates a geolocation and on-board navigation functionality provided by an integration with the HERE API. This functionality is intended for Clients operating a fleet of heavy vehicles and for their Drivers.

14 bis.2 Time scope of collection

The collection of GPS positions is triggered by the Driver's acceptance of a mission in the application and automatically interrupted at the closure of that mission. No collection takes place outside active missions, during breaks, or outside the Driver's working time. This time scope constitutes a technical guarantee enforceable against Nereva.

14 bis.3 Respective roles

The Client acts as controller of the geolocation data. Nereva SA acts as processor and processes the data on the Client's instructions. HERE Europe B.V. acts as sub-processor under the conditions of Annex 3 of the DPA.

14 bis.4 Client's warranties

The Client warrants that it has a valid legal basis for the processing of geolocation data, in particular the legitimate interest in organising and tracing the performance of transport services and in ensuring the safety of persons and property. It also warrants that it has informed the Drivers concerned in accordance with Articles 13 and 14 of the GDPR and Articles 19 and 20 of the FADP, through clear, accessible and enforceable information, where applicable via an addendum to the employment contract, a service memo or an amendment to the internal regulations. It warrants that it has complied, where applicable, with the obligations to consult staff representatives and to incorporate the arrangement into the internal regulations or any equivalent internal document. Finally, it warrants that it has carried out or had carried out the data protection impact assessment provided for in Article 35 of the GDPR and Article 22 of the FADP, with which Nereva provides assistance under the conditions of Article 12 of the DPA.

14 bis.5 Visibility by the principal

Where the Client activates the real-time retransmission of the vehicle's position to a designated third-party principal, this retransmission takes place according to the precision and duration configuration subscribed by the Client in the order form. The Client warrants that it has formalised with the principal the obligations applicable to the processing of the data thus communicated and that it has informed the Drivers concerned of this communication in the information provided to them. Nereva SA is not a party to any contractual relationship between the Client and the principal.

14 bis.6 Tools made available by Nereva

Nereva makes available to the Client in-app transparency information intended for Drivers, presented at the first activation of the functionality; in-app transparency information intended for works managers; a data protection impact assessment template specific to geolocation processing; and a compliance support documentation kit including a supplementary information template, an addendum template and a commissioning sheet. These tools constitute assistance and do not relieve the Client of its own obligations as controller.

14 bis.7 Retention periods

Geolocation data is retained under the conditions specified in Annex 1 of the DPA and Article 11 of the Data Privacy Policy. The visibility of the journey history by third-party principals is limited to a period set by default at thirty (30) days from the closure of the mission, unless otherwise configured by agreement between the Parties in the order form.

14 bis.8 Drivers' rights

Drivers have, with regard to the geolocation data concerning them, all the rights provided for by the GDPR and the FADP, in particular the rights of access, rectification, erasure, restriction, objection and portability, under the conditions and within the limits provided for by the applicable regulations. Any request to exercise these rights is handled by the Client as controller, under the conditions provided for in the DPA. Nereva SA makes available to the Client the technical functionalities necessary for the exercise of these rights.

Article 15 — Not a party to contracts between Users and non-enforceability of disputes

15.1 Statutory basis

In accordance with Article 3.5 of the articles of association of Nereva SA entered in the commercial register, Nereva does not capture the commercial contractual relationship between its Users. The Users acknowledge having been made aware of this entry through the official publication of the commercial register or through these terms, and accept all the consequences arising from it.

15.2 Principle

Contracts, agreements, commitments and obligations of any kind concluded between Users, whether arising on the occasion of the use of the platform or on any other occasion, bind exclusively the Users concerned. Nereva is neither a party to, nor an agent for, nor a guarantor of these contracts, agreements, commitments or obligations, and contracts no obligation in their respect, whether of successful completion, supervision, warning, information, or guarantee of any kind. Nereva receives no commission, royalty or remuneration based on the operational flows coordinated via the Services. Nereva provides no arbitration service and does not intervene in disputes, challenges or disagreements between Users, which remain foreign to Nereva.

15.3 Non-enforceability

Subject to gross negligence or wilful misconduct personally attributable to Nereva, which must be strictly proven by the claimant, no action, request, claim, appeal, challenge or proceeding of any kind whatsoever, judicial, arbitral, administrative or amicable, based directly or indirectly on the existence, content, validity, performance, non-performance, defective performance or termination of a contract concluded between Users, or based on their consequences, may be directed against Nereva, as a principal claim, as a counterclaim, by way of recourse action, by way of warranty action, by way of subrogation or by any other means.

15.4 Express waiver

Each User expressly waives, by its acceptance of these T&Cs, any action against Nereva based on (i) contractual liability within the meaning of Articles 97 et seq. of the Swiss Code of Obligations; (ii) tort liability within the meaning of Articles 41 et seq. of the same Code; (iii) culpa in contrahendo and liability based on reliance; (iv) the doctrine of appearance, sphere of influence or wrongful contribution of a third party; (v) any other similar doctrine tending to implicate Nereva by reason of a dispute arising from a contractual or pre-contractual relationship between Users.

15.5 Hold harmless

Each User holds Nereva harmless against any claim by another User or by a third party, in particular an employee, subcontractor, principal or commercial partner of a User, based on a dispute arising from a relationship between Users, and undertakes to indemnify Nereva in accordance with Article 25 bis of these terms.

15.6 Prior notification

A User contemplating an action of any kind against Nereva directly or indirectly related to an inter-user dispute undertakes, on pain of bearing Nereva's defence costs in full, to notify Nereva of its intention in writing beforehand, allowing it a minimum period of thirty (30) days to respond, provide the objective elements in its possession and attempt an amicable resolution.

15.7 Minimum cooperation

Nereva, although not a party to inter-user disputes, agrees, upon duly notified judicial or arbitral requisition, and within the limits provided for by the regulations applicable to data protection, to communicate to the competent authorities the objective elements arising from the operations conducted on the platform, in particular logs, timestamps, the content of dematerialised transport and delivery notes and digital proof of execution. This cooperation may under no circumstances be interpreted as a waiver of the provisions of the preceding paragraphs or as an acknowledgement of any capacity with regard to the dispute.

15.8 Withdrawal and costs

In the event of an action brought against Nereva in breach of this Article, the claimant User undertakes to withdraw without delay at Nereva's first request and to bear all the costs incurred by Nereva for its defence, in accordance with Article 25 bis of these terms.

Article 15 bis — Errors, inaccuracies and non-performance by Users

15 bis.1 Garbage In, Garbage Out

The platform transmits, structures and renders the information entered by the Users and their partners. The quality, accuracy, completeness, relevance, truthfulness and appropriateness of the information entered in the platform are the sole responsibility of the User who enters it. Nereva carries out no factual, cross-, consistency or plausibility check of the information entered, and assumes no obligation in this respect. Any damaging consequence resulting directly or indirectly from an error, inaccuracy, omission, late entry or bad-faith entry is attributable exclusively to the User who made the entry or to the Users who used it without verification.

15 bis.2 Non-performance by one User towards another User

The platform allows a User to transmit operational requests to a partner it has previously and independently chosen and accepted. The actual, compliant, punctual or complete performance of these requests falls solely within the contractual relationship between the Users concerned. Nereva assumes no obligation of successful completion, supervision, preventive alert, follow-up, formal notice, operational fallback, or of any other kind, as to the actual performance of the physical services conveyed via the platform. The absence, delay, defective performance, partial performance or refusal of performance of a service by a User cannot engage the liability of Nereva, on any basis whatsoever.

15 bis.3 Operational friction in the field

The Users acknowledge that construction, civil engineering, recycling and transport logistics operations are, by nature, subject to high and unpredictable operational friction, including in particular refusal of access to a site, vehicle breakdown, unavailability of a driver or operator, weather conditions, traffic constraints, changes to a User's schedule, tonnage disputes, quality disputes about materials, refusal of loading or unloading, unexpected closure of a site, supply failure, or failure of a subcontractor. Any operational friction of this nature, as well as its direct and indirect consequences, remains foreign to Nereva and in no way engages its liability.

15 bis.4 Disputes relating to proof of execution

The digital proof of execution produced via the platform, in particular photographs, timestamps, electronic signatures and digital delivery notes, is recorded as entered by the Users. The validation, contestation, evidentiary value and contentious use of this proof of execution fall exclusively within the relationship between the Users concerned. Nereva does not intervene in this assessment, does not validate proof of execution and cannot be held as guarantor of it.

15 bis.5 Relationship with Article 25 bis

Any claim against Nereva resulting directly or indirectly from an error, inaccuracy, non-performance, operational friction or dispute over proof of execution within the meaning of this Article falls within the scope of the indemnification obligation provided for in Article 25 bis of these terms.

Article 16 — Integrations with third-party systems

The Services may include or enable integrations with systems, software, services or interfaces provided by third parties, in particular the Client's ERP systems, geolocation tools, authentication services, mapping providers and payment services.

The choice, configuration and use of third-party integrations are the exclusive responsibility of the Client. Nereva SA guarantees neither the operation, nor the security, nor the availability, nor the regulatory compliance of third-party systems, including those it may have recommended for information purposes only. Nereva SA is under no circumstances liable for the consequences of a malfunction, interruption or security flaw of a third-party system.

Article 16 bis — Evidentiary value of elements from the platform

16 bis.1 Nature of the elements

The platform retains, for technical and operational purposes, various elements arising from the use of the Services, in particular technical logs, timestamps, the content of dematerialised transport and delivery notes, modification logs, login traces, digital proof of execution entered by Users and positioning data from the Drivers mobile application under the conditions of Article 14 bis.

16 bis.2 Faithful reflection of entries

These elements constitute a faithful reflection of the entries made by the Users and of the technical operations performed on the platform. They constitute neither an attestation, nor a certification, nor a guarantee as to the truthfulness, accuracy or relevance of the information they contain. Nereva is not a trusted third party, not a certifying third party, not an archiving third party within the meaning of Swiss or European law, and assumes no obligation in this respect, except by express subscription to a specific service agreed in the order form.

16 bis.3 Communication

Nereva may, upon written request from a User, a judicial authority or a competent administrative authority, communicate objective elements arising from the platform, under the conditions of Article 15.7 of these terms and in compliance with the regulations applicable to data protection. This communication does not constitute a position taken by Nereva on the merits of the dispute.

16 bis.4 Limit of commitment

Subject to the provisions of a specific evidentiary archiving contract that may be subscribed, Nereva does not guarantee that the elements arising from the platform will satisfy the requirements of form, format, qualified timestamping or qualified signature provided for by the regulations applicable to evidence in a given jurisdiction. A User wishing to have elements with enhanced evidentiary value undertakes to implement the necessary supplementary arrangements.

16 bis.5 Retention and return

The retention periods for the elements mentioned in this Article are specified in the Data Privacy Policy and the DPA. Beyond these periods, Nereva assumes no obligation of retention, return or reconstruction.

Article 17 — Availability of the Services and SLA

Nereva SA undertakes to provide the Services with a monthly target availability rate of ninety-nine point five per cent (99.5%), measured over the calendar year and excluding the exclusion windows defined below.

Excluded from the calculation of the availability rate are scheduled maintenance windows announced with reasonable notice and planned preferably outside business hours, unavailabilities attributable to the Client, its Users or a third party, in particular the Client's access provider or an external service provider not chosen by Nereva SA, unavailabilities resulting from third-party integrations within the meaning of Article 16, cases of force majeure within the meaning of Article 26, interruptions resulting from instructions of competent public authorities, as well as unavailabilities resulting from a legitimate suspension of the Services pursuant to these T&Cs.

In the event of a proven and established breach of the target availability rate, the Client may benefit from service credits calculated in accordance with the SLA Annex where it has been subscribed between the Parties. In the absence of a specific SLA Annex, any service credits are determined by reasonable agreement between the Parties and constitute the sole compensation owed by Nereva SA in respect of unavailability, to the exclusion of any other compensation, subject to the provisions of Article 22.

Availability commitments constitute best-efforts obligations.

Article 18 — Maintenance

18.1 Types of maintenance

Nereva SA carries out the following maintenance operations: preventive maintenance aimed at anticipating failures and maintaining the performance level of the Services; corrective maintenance aimed at remedying anomalies, malfunctions and incidents observed; evolutionary maintenance integrating functional, ergonomic or performance improvements under the conditions of Article 19; emergency maintenance aimed at preserving the security, integrity or availability of the Services in the event of an immediate threat.

18.2 Scheduled maintenance

Preventive and evolutionary maintenance operations are planned preferably outside business hours, as defined by reference to Central European Time and Swiss business days. Nereva SA notifies the Client of any scheduled maintenance operation likely to cause an interruption or significant degradation of the Services, by any appropriate means, in particular in-app notification or e-mail, with reasonable notice, in principle of at least forty-eight (48) hours.

18.3 Emergency maintenance

Nereva SA may carry out emergency maintenance operations without notice where necessary to preserve the security, integrity or availability of the Services, in particular in the event of a security threat, a major technical incident or the failure of a subcontractor. Nereva SA endeavours to inform the Client as soon as reasonably possible.

18.4 Exclusion from the availability calculation

Scheduled maintenance windows and emergency maintenance operations are excluded from the calculation of the availability rate provided for in Article 17 and the SLA Annex.

18.5 No commitment to results

Maintenance operations constitute best-efforts obligations. Nereva SA does not guarantee that all anomalies will be corrected within a given period, or that maintenance operations will produce an identical result for all Clients.

18.6 Client's cooperation

The Client cooperates in good faith with Nereva SA during maintenance operations, in particular by reporting without delay any persistent anomaly, by making available the information useful for qualifying the incident, and by complying with any operational instructions communicated.

Article 19 — Evolution of the Services

19.1 Principle of continuous evolution

The Services constitute a continuously evolving SaaS platform. Nereva SA regularly develops the functionalities, interfaces, technical components and architecture of the Services, within the framework of its business model as a software publisher and its legitimate interest in maintaining the competitiveness and relevance of the offer.

19.2 Minor developments

Minor developments, which have no material operational impact for the Client (ergonomic corrections, performance adjustments, non-substitutive functional additions), may be deployed without specific notice. They are the subject of general information by any appropriate means, in particular release notes and in-app communication.

19.3 Substantial developments

Substantial developments, likely to have a material operational impact on the Client's use of the Services, are the subject of prior communication to the Client with reasonable notice, in principle of at least thirty (30) days. The following are in particular considered substantial: modification of the ergonomics of core functionalities, change of data format, modification of authentication methods, and the introduction of new obligations on the Client.

19.4 Preservation of subscribed essential functionalities

Nereva SA undertakes not to deprive the Client, by way of development, of the essential functionalities corresponding to its subscribed scope, except by replacement with an equivalent or superior functionality, or with the Client's agreement. The essential nature of a functionality is assessed with regard to the order form, the initial configuration subscribed and the Client's constant operational use of it.

19.5 End of life of a functionality (deprecation)

Nereva SA may decide to discontinue a specific functionality, subject to prior notification to the Client with notice of at least ninety (90) days for essential functionalities and thirty (30) days for non-essential functionalities, where possible the provision of an equivalent or superior replacement functionality, and where applicable reasonable assistance to the Client in the transition.

19.6 Client's disagreement

Where a substantial development or the discontinuation of an essential functionality is notified to the Client and represents, in its reasoned view, a significant degradation of the Services it had subscribed to, the Client has a right of early termination of the contract, without penalty, by notifying Nereva SA within thirty (30) days following notification of the development. Termination takes effect on the effective date of the development. The exercise of this right constitutes the Client's sole remedy against the development concerned, to the exclusion of any action for compensation.

19.7 Compliance with the articles of association

Any development is implemented in compliance with the corporate purpose of Nereva SA as entered in Article 3 of its articles of association, and may not lead to a transformation of the legal qualification of Nereva defined in Articles 1 and 1 bis of these terms.

Article 19 bis — End of life of the platform and change of control

19 bis.1 Cessation of the platform

Nereva SA may, at its sole discretion, decide to cease operating all or part of the platform. This decision is notified to the Client with notice of at least one hundred and eighty (180) days. During the notice period, Nereva SA endeavours to maintain the Services as they are, within the limits of what is reasonable and economically sustainable.

19 bis.2 Return of data

In the event of cessation, Article 10.9 (Return and reversibility) applies. Nereva SA may, at its discretion, extend the return period to facilitate the Client's transition.

19 bis.3 Fate of sums paid

In the event of cessation at the initiative of Nereva SA for reasons other than a breach by the Client or a case of force majeure, the Client may claim, pro rata temporis, a refund of the sums paid in advance for the service period not performed after the effective date of cessation, to the exclusion of any other compensation.

19 bis.4 Change of control

The contract is concluded intuitu personae with regard to the Client; it is not with regard to Nereva SA. Nereva SA is authorised to assign, transfer, contribute or transmit to any company in its group or to any third party, in the context of a merger, acquisition, restructuring, partial contribution of assets or equivalent transaction, all of its rights and obligations under this contract. The Client hereby gives its express consent to any such assignment or transaction, provided that the assignee or successor assumes all the obligations contracted by Nereva SA. Nereva SA notifies the Client of the change of control or assignment within a reasonable period.

19 bis.5 Maintenance of intellectual property commitments

In any event, Derived Data and Models remain the property of Nereva SA or its successor, in accordance with Article 10.3 and the AI and Data Policy. Cessation, assignment or change of control has no effect on this allocation of intellectual property.

Article 20 — Security

20.1 Best-efforts commitment

Nereva SA implements appropriate technical and organisational measures having regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of the Services, in order to protect the confidentiality, integrity and availability of the Services and of Client Data. Nereva SA's commitments regarding security constitute best-efforts obligations and cannot be interpreted as a guarantee of results.

20.2 Technical measures

The measures include in particular the encryption of data in transit and at rest, access control according to the principle of least privilege, strengthened authentication of administrative access, the logging of sensitive actions, regular data backups, the periodic performance of security tests, the separation of development, test and production environments, as well as active monitoring of vulnerabilities and the application of security patches.

20.3 Organisational measures

Organisational measures include in particular the training of Nereva SA's employees in information security, the implementation of a documented security incident management procedure, the conduct of periodic internal audits, and the rigorous selection of technical subcontractors.

20.4 Limit of commitment

No security measure can be considered absolute. Nereva SA cannot be held liable for the consequences of a computer attack, intrusion, data leak or security incident resulting from (i) a security flaw not publicly known on the date of the incident, known as a zero-day vulnerability; (ii) the conduct of a User, the Client or a third party contrary to the Acceptable Use Policy; (iii) a security defect in the Client's own systems, in particular compromised credentials, failure to update its workstations, malware infection passing through the Client; (iv) a case of force majeure within the meaning of Article 26.

20.5 Incident notification

In the event of a significant security incident affecting the platform, Nereva SA notifies the Client, within a reasonable period and at the latest within seventy-two (72) hours of becoming aware of it, of the nature of the incident, the likely consequences, the measures taken or proposed, and the contact details of Nereva SA's point of contact. The notification of a personal data breach is specifically governed by the DPA.

20.6 Client-side security

The overall security of the arrangement relies on the Client's cooperation. The Client undertakes to comply with the obligations provided for in Article 10 of the Acceptable Use Policy, and in particular to allocate credentials only to authorised Users, to revoke without delay the credentials of a User whose functions cease, to prohibit the sharing of credentials, and to report without delay any suspected compromise. Any breach by the Client of these obligations is likely to trigger the application of Article 25 bis.

Article 21 — Confidentiality

Each Party undertakes to preserve the confidentiality of non-public information brought to its knowledge in the context of the performance of the contract, whether identified as confidential or intrinsically confidential by its nature. This confidentiality obligation remains in force for the duration of the contract and for three (3) years following its end.

Without prejudice to the foregoing, the technical architectures, algorithms, proprietary methods, internal performance indicators and any strategic information of Nereva SA are protected as know-how and trade secrets within the meaning of the Federal Act against Unfair Competition (UCA).

The following are not considered confidential: information which (i) was already known to the receiving Party before its communication without a confidentiality obligation; (ii) is or becomes publicly available through no fault of the receiving Party; (iii) is legitimately obtained from a third party without a confidentiality obligation; (iv) must be disclosed under a legal obligation or an enforceable decision of a competent authority, subject to prior information of the other Party where legally possible.

Article 22 — Global limitation of liability

22.1 Principle

The liability of Nereva SA under the contract is subject to the limitations provided for in this Article, without prejudice to the mandatory rules of Swiss law, in particular Article 100 paragraph 1 of the Code of Obligations, which prohibits any contractual exclusion of liability for gross negligence or wilful misconduct.

22.2 Conditions for liability

The liability of Nereva SA can only be engaged in the event of a proven, established breach directly attributable to Nereva SA, having caused direct, certain and material damage to the Client. The Client bears the burden of proving these elements.

22.3 Annual cumulative cap

The total and cumulative liability of Nereva SA under the contract, all heads of loss combined, may not exceed, per contractual year calculated from date to date, the total amount of the sums excluding tax actually paid by the Client during the twelve (12) calendar months preceding the triggering event. This cap relates to subscription fees exclusively, excluding one-off services, re-invoiced third-party costs and taxes.

22.4 Cap per claim

For the same triggering event or a series of related triggering events, the liability of Nereva SA may not exceed, unless otherwise agreed in writing, half of the annual cumulative cap defined in paragraph 22.3.

22.5 Scope of compensable damages

The cap relates only to direct and material damage strictly attributable to Nereva SA. Indirect, intangible and consequential damages are entirely excluded under the conditions of Article 22 bis.

22.6 Contractual time bar

Any liability action against Nereva SA must be brought by detailed written notification within one (1) year from the date on which the Client became aware, or should reasonably have become aware, of the triggering event and its author. Failing this, the action is time-barred.

22.7 Public policy reservation

The limitations provided for in this Article do not apply to the consequences of gross negligence or wilful misconduct personally attributable to Nereva SA, to the strict extent that Article 100 paragraph 1 of the Swiss Code of Obligations prohibits such an exclusion. The burden of proving such fault lies entirely with the claimant Client.

Article 22 bis — Express exclusion of indirect and consequential damages

22 bis.1 Principle of exclusion

Nereva SA under no circumstances assumes compensation for indirect, intangible or consequential damages suffered by the Client, its Users or any third party, resulting directly or indirectly from the use, unavailability, malfunction or cessation of the Services.

22 bis.2 Non-exhaustive list

The following are in particular considered as indirect, intangible or consequential damages, without this list being exhaustive: loss of business, loss of activity, loss of production, loss of a construction project, loss of market or contract; loss of earnings, loss of opportunity, loss of margin, loss of expected profit; delay to or interruption of works, extension of deadlines, contractual late penalties towards third parties; costs of remobilisation, substitution, reorganisation or recovery of a logistics operation; commercial loss, damage to image, damage to reputation; loss of business opportunity, loss or deterioration of a commercial relationship with a partner; contractual penalties, insurance penalties, tax or social security surcharges or reassessments; internal incident management costs, crisis communication costs, legal assistance costs not attributable to an admissible action; costs of material repair of transported goods, vehicles, sites or equipment; personal injury, except where personally, directly, provably and exclusively attributable to Nereva SA; the consequences of an error, inaccuracy or non-performance by a User; and the consequences of a challenge, dispute, appeal or claim between Users or between Users and third parties.

22 bis.3 Recommendation to Clients

Given the full exclusion of indirect damages, Clients are strongly encouraged to take out and maintain insurance policies suited to their operational activities, in particular professional civil liability, operating civil liability, fleet insurance, business interruption insurance, and legal protection insurance, in accordance with Article 22 ter.2 of these terms.

22 bis.4 Public policy reservation

This exclusion does not apply to the consequences of gross negligence or wilful misconduct personally attributable to Nereva SA, to the strict extent that Article 100 paragraph 1 of the Swiss Code of Obligations prohibits such an exclusion. The burden of proving such fault lies entirely with the claimant Client.

Article 22 ter — Insurance and risk coverage

22 ter.1 Insurance of Nereva SA

Nereva SA has taken out a professional civil liability insurance policy as a SaaS publisher, covering its commitments under the usual conditions and limits for software publishers operating in SaaS mode on the Swiss market. The policy is made available to the Client upon written request to legal@nereva.com, in compliance with the confidentiality rules applicable to the Nereva–insurer relationship. Insurance certificates may be provided to the Clients' DPOs and lawyers in the context of their purchasing due diligence procedures, subject to a written and reasoned request.

22 ter.2 Client's insurance

The Client takes out and maintains the insurance policies suited to its own operational activities. It alone bears the cost, the choice of cover and their continuity. Nereva SA assumes no insurance advisory obligation and cannot be held liable for the consequences of insufficient coverage on the part of the Client.

22 ter.3 Reasonable limit of exposure

The insurance coverage of Nereva SA constitutes the reasonable limit of its liability exposure. Clients wishing to have broader coverage for their own operational risks are invited to take out policies suited to their activities.

Article 23 — Exclusions of liability

Without prejudice to the provisions of Articles 22 and 22 bis, Nereva SA is expressly excluded from any liability in respect of (i) the inaccuracy, incompleteness or unlawfulness of Client Data; (ii) the choice, configuration and use of third-party integrations under the conditions of Article 16; (iii) the consequences of physical operations carried out by the Client or its partners under the conditions of Articles 2 and 14; (iv) cases of force majeure under the conditions of Article 26; (v) the consequences of conduct contrary to the Acceptable Use Policy; (vi) disputes arising between Users under the conditions of Article 15; (vii) operational frictions in the field under the conditions of Article 15 bis.

Article 24 — Warranties and exclusion of warranties

Nereva SA warrants that the Services are provided with a reasonable degree of care and skill, in accordance with the usual standards of the SaaS sector and the commitments made in this contract.

With the exception of the warranties expressly provided for in these T&Cs, Nereva SA excludes any other warranty, express or implied, in particular any warranty of fitness for a particular purpose, continuity, absence of defects, compatibility with a third-party system or conformity with a specific use case not documented in the order form.

Article 25 — Indemnification for intellectual property infringement

25.1 Principle

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 these T&Cs.

25.2 Conditions of the indemnity

The indemnity is subject to written notification by the Client to Nereva SA, as soon as possible and at the latest within thirty (30) days of becoming aware of the claim, to the Client's cooperation in the defence, and to the absence of any settlement or admission by the Client without the prior written consent of Nereva SA.

25.3 Options of Nereva SA

In the event of an admissible action, Nereva SA may, at its discretion, (i) obtain for the Client the right to continue using the Services; (ii) modify the Services to end the infringement; (iii) replace the Services with an equivalent solution; or (iv) terminate the contract with pro rata temporis refund of the sums paid in advance for the period not performed.

25.4 Exclusions

The indemnity does not apply (i) to infringements resulting from non-compliant use of the Services by the Client; (ii) to infringements resulting from the integration of the Services with third-party systems not recommended by Nereva SA; (iii) to infringements resulting from Client Data; (iv) to infringements resulting from a modification of the Services by the Client or an unauthorised third party.

Article 25 bis — Indemnification by the Client

25 bis.1 Principle

The Client indemnifies, defends and holds harmless Nereva SA, its directors, employees, agents and successors, from any claim, action, request, proceeding, judgment, settlement, costs and losses (in particular lawyers' fees, expert fees, procedural costs, damages and any monetary award) resulting directly or indirectly from (i) a breach by the Client or its Users of these T&Cs, the Acceptable Use Policy, the DPA or any other contractual document; (ii) an inaccurate, incomplete, late or bad-faith entry of Client Data; (iii) non-performance or defective performance by the Client or by a User of its obligations towards another User or a third party; (iv) an operational friction in the field within the meaning of Article 15 bis.3; (v) a dispute arising from a contractual or pre-contractual relationship between Users within the meaning of Article 15; (vi) a failure by the Client to inform the data subjects (in particular Drivers) whose data is processed via the Services; (vii) a failure by the Client to inform or consult staff representatives where that obligation applied; (viii) a failure by the Client to implement the security measures provided for in Article 20.6; (ix) the Client's use of the Services for purposes not in accordance with their contractual purpose.

25 bis.2 Implementation

In the event of a third-party action against Nereva SA within the scope of the preceding paragraph, Nereva SA notifies the Client in writing of the implementation of the indemnification, specifying the factual and legal elements of the claim. The Client cooperates in good faith with Nereva SA and may, at its request and subject to the written consent of Nereva SA, take over the defence in place of Nereva SA, without settlement or admission without the prior written consent of Nereva SA. Nereva SA retains in any event the right to intervene in its own defence with its own counsel, at its own expense.

25 bis.3 Financial scope

The Client's indemnification obligation covers all costs, losses, judgments and settlements borne by Nereva SA, without cap or limitation under the provisions of Articles 22 and 22 bis, which do not apply to the indemnification provided for in this Article.

25 bis.4 Survival

The indemnification obligation provided for in this Article survives the termination of the contract for as long as necessary for its useful effect, in particular for the duration of ongoing proceedings and for the duration of any appeals.

25 bis.5 Essential nature

The indemnification obligation provided for in this Article constitutes an essential and decisive element of Nereva's consent to provide the Services at the applicable pricing conditions. Its non-performance constitutes a serious contractual breach likely to result in the immediate termination of the contract for breach by the Client, without prejudice to any other action.

Article 26 — Force majeure

No Party may be held liable for a breach of its obligations resulting from a case of force majeure within the meaning of Swiss law. The following are in particular considered as cases of force majeure, without this list being exhaustive: natural disasters, armed conflicts, acts of terrorism, pandemics, decisions of public authorities, widespread failures of telecommunications or energy networks, massive cyberattacks not specifically directed against Nereva SA, and failures of an essential technical subcontractor that cannot be replaced in the short term.

The Party invoking force majeure informs the other Party without delay and implements reasonable measures to limit its effects. If force majeure persists beyond sixty (60) consecutive days, either Party may terminate the contract without penalty, by written notification to the other Party.

Article 27 — Term and renewal

27.1 Initial term

The contract is concluded for an initial term of one (1) month.

27.2 Tacit renewal

Unless terminated by the Client in accordance with Article 27.3 or by one of the Parties in accordance with Article 28, the contract is tacitly renewed month by month, under the conditions specified in the Payment and Subscription Policy.

27.3 Termination at any time by the Client

The Client may end the contract at any time, by written notification (including by e-mail) sent to Nereva SA, without notice period or termination fee. Termination takes effect at the end of the current monthly period, which remains due, under the conditions specified in the Payment and Subscription Policy.

Article 28 — Termination

28.1 Termination as of right for serious breach

Each Party may terminate the contract as of right, without prejudice to any other action, in the event of a serious and persistent breach by the other Party of its obligations, after formal notice sent in writing and remaining without effect for a reasonable period, which may not be less than thirty (30) days except in cases of proven urgency.

28.2 Immediate termination for serious facts

Each Party may terminate the contract with immediate effect, without prior formal notice, in the event of a particularly serious breach by the other Party, in particular breach of confidentiality or security obligations, infringement of intellectual property rights, use of the Services for unlawful purposes, opening of insolvency proceedings or established cessation of payments.

28.3 Termination for substantial development

The Client has the right of termination provided for in Article 19.6 in the event of a substantial development significantly degrading the Services.

28.4 Effects of termination

The effects of termination are governed by Article 29.

Article 29 — Consequences of termination

Termination of the contract, on any basis whatsoever, entails (i) the immediate cessation of the Client's right to access the Services, except for the reversibility period provided for in Article 30; (ii) the immediate payability of all sums due to Nereva SA, subject to the provisions relating to pro rata temporis refund provided for in the Payment and Subscription Policy; (iii) the application of the provisions relating to the return and deletion of Client Data provided for in Articles 10.9, 10.10 and 30; (iv) the survival of the provisions which by their nature are intended to continue, in particular the obligations of confidentiality, intellectual property, indemnification, and the provisions relating to Derived Data and Models.

Article 30 — Reversibility and return of data

Upon termination of the contract, and for a period of ninety (90) days following the effective date of termination, Nereva SA provides the Client, upon written request, with a functionality to export Client Data in a structured, commonly used and machine-readable format.

Upon expiry of this period, Nereva SA proceeds with the deletion or irreversible anonymisation of Client Data, subject to the legal retention obligations incumbent on Nereva SA, cases where Client Data must be retained for the purposes of ongoing judicial or administrative proceedings, and the retention of Derived Data and Models under the conditions of Article 10.

Any reversibility support service exceeding the standard scope may be invoiced separately at the rate in force.

Article 31 — Suspension of the Services

31.1 Cases of suspension

Nereva SA may suspend all or part of the Services, without notice where urgency so justifies, in the following cases: (i) persistent non-payment after formal notice, or failure to pay for the subscription at the end of the free trial period, under the conditions of the Payment and Subscription Policy; (ii) serious breach by the Client or one of its Users of these T&Cs or the Acceptable Use Policy; (iii) imminent threat to the security, integrity or availability of the platform; (iv) injunction from a competent authority; (v) reasonable suspicion of fraud, money laundering, terrorist financing or use for criminal purposes.

31.2 Effects of suspension

Suspension entails neither termination of the contract nor extinction of the contractual obligations, in particular of payment. It cannot engage the liability of Nereva SA, except in the event of its own gross negligence.

31.3 Lifting of the suspension

The suspension is lifted as soon as the circumstances that justified it have ceased, subject to payment of the sums due and remedy of the breaches observed.

Article 32 — Financial conditions

The applicable financial conditions, in particular pricing, invoicing terms, payment deadlines, default interest, conditions of suspension for non-payment, refund conditions and price changes, are governed by the Payment and Subscription Policy, which constitutes a contractual annex inseparable from these terms.

Article 33 — Regulatory compliance of the Client

The Client is solely responsible for compliance with the regulations applicable to its activities, in particular Swiss and European regulations on road transport, waste management, environmental protection, occupational safety, employment law, personal data protection, and the fight against money laundering and terrorist financing. The Client warrants that it holds the authorisations, approvals, certifications, permits and qualifications necessary for the exercise of its activities, and that its Users and partners also hold them as far as they are concerned. Nereva SA carries out no verification of these elements and assumes no regulatory advisory obligation.

Article 34 — Communication and notification

Unless otherwise stipulated, any communication or notification between the Parties is validly made electronically to the addresses designated by each Party. Notifications from Nereva SA to the Client are made to the e-mail address of the Client's main administrative contact, as entered in its account or in the order form, it being the Client's responsibility to keep this address up to date. Notifications from the Client to Nereva SA are made to the address legal@nereva.com for legal questions, billing@nereva.com for financial questions, privacy@nereva.com for data protection questions, and security@nereva.com for security incidents.

Article 35 — Assignment

Nereva SA may freely assign, transfer, contribute or transmit all or part of its rights and obligations under the contract to any company in its group or to any third party, under the conditions of Article 19 bis.4. The Client hereby gives its express consent to any such assignment.

The Client may not assign its rights or obligations without the prior written consent of Nereva SA, which may not be refused without reasonable cause.

Article 36 — Subcontracting

Nereva SA may use technical subcontractors for the provision of the Services, in particular hosting provider, authentication provider, monitoring services and payment services. The list of significant technical subcontractors is made available to the Client upon request sent to legal@nereva.com.

Nereva SA remains responsible for the performance of the Services towards the Client. The specific terms applicable to subcontractors processing Personal Data are governed by the DPA.

Article 37 — Amendment of the T&Cs

Nereva SA may amend these T&Cs to take account of technical, operational, legal or commercial developments. Any substantial amendment is notified to the Client in writing with reasonable notice, which may not be less than sixty (60) days.

In the event of the Client's disagreement with a substantial amendment, the Client may terminate the contract on the effective date of the amendment, without penalty, by written notification sent to Nereva SA within the notice period. Failing express objection by the Client within this period, which constitutes termination, the new T&Cs apply upon renewal.

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 38 — Severability

If a provision of these T&Cs is declared null, unenforceable or ineffective by a competent court, the other provisions remain fully in force. The Parties will endeavour to replace the annulled provision with a valid provision pursuing the same economic purpose.

Article 39 — Waiver

The failure of a Party to rely on a breach by the other Party of one of its obligations may not be interpreted as a waiver of the right to rely subsequently on that breach or on a subsequent breach. No waiver is valid unless express and in writing.

Article 40 — Entire contractual framework

These T&Cs, together with the order form, the DPA, the SLA Annex, the Payment and Subscription Policy, the Data Privacy Policy, the Cookie Policy, the Copyright and Intellectual Property document, the AI and Data Policy, the Acceptable Use Policy and the Liability Policy, constitute the entire agreement between the Parties relating to its subject matter. They cancel and replace any prior agreement having the same subject matter, whether written or oral.

In the event of a contradiction between the contractual documents, the order of priority defined in Article 4 applies.

Article 41 — Applicable law and jurisdiction

These T&Cs, as well as the contractual relationship they govern, 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 these T&Cs 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 42 — Reference language

The French version of these T&Cs alone is legally authoritative. Any translation is provided for information purposes only and cannot bind Nereva SA.

Article 43 — Contact

Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland.

Legal questions: legal@nereva.com.

Invoicing: billing@nereva.com.

Data protection: privacy@nereva.com.

Security and incidents: security@nereva.com.

Intellectual property: ip@nereva.com.

Technical support: support@nereva.com.

SLA: sla@nereva.com.