Article 1 – Purpose

This Payment and Licensing Policy defines the financial terms applicable to the Services provided by Nereva SA, a Swiss corporation, as well as the conditions governing the allocation, management, invoicing and payment of licenses granting access to such Services. This Policy forms an integral contractual appendix to Nereva’s General Terms of Use. In the event of any inconsistency, the General Terms of Use shall prevail.

Article 2 – Scope

This Policy applies exclusively to professional Clients acting within the scope of their business activities. The Services are not intended for consumers. Any subscription to the Services constitutes full and unconditional acceptance of this Policy.

Article 3 – Definitions

For the purposes of this Policy, “Client” means any legal entity or professional organization contracting with Nereva. “User” means any natural person authorized by the Client to access the Services through a valid license. “License” means a personal, named, non-exclusive, non-transferable and non-assignable right to access the Services for a defined period. “Billing Period” means the monthly or annual contractual period corresponding to the subscribed licenses. “Trial Period” means the free trial period that may be granted in accordance with this Policy.

Article 4 – Nature of the Licenses

The licenses granted by Nereva provide exclusively a temporary right to access the Services in SaaS mode. They do not transfer any ownership rights or intellectual property rights and do not grant any right to reproduce, modify, distribute, reverse engineer, or otherwise exploit Nereva’s software, infrastructure, algorithms, databases or technological components. Any unauthorized use constitutes a material breach of contract.

Article 5 – Allocation and License Compliance

Each license must be assigned to an identified User. The Client is solely responsible for managing access rights and ensuring that the number of active Users does not exceed the number of subscribed licenses. Nereva reserves the right to verify reasonable compliance with this obligation and to invoice any excess usage detected, including retroactively for the relevant period.

Article 6 – Functional Scope and Service Evolution

Access to functionalities depends on the subscribed offering. Nereva may modify or enhance the Services for technical, regulatory, security or improvement purposes. Such modifications shall not constitute a contractual change provided that the essential functionalities of the subscribed offering are not removed.

Article 7 – Subscription and Activation

A subscription becomes effective upon validation by Nereva and, where applicable, upon receipt of payment or validation of a payment method. Nereva reserves the right to refuse any subscription for legitimate reasons, including financial risk or regulatory concerns.

Article 8 – Trial Period

Nereva may grant a free Trial Period of thirty calendar days from the initial activation. The Trial Period is limited to one per legal entity and may not be renewed, extended or duplicated. Access during the Trial Period may be limited in terms of functionality, volume or number of Users. Unless the Client terminates the Services before the end of the Trial Period in accordance with the General Terms of Use, the subscription shall automatically convert into a paid subscription under the selected plan, and such conversion shall create a binding payment obligation. Nereva reserves the right to terminate the Trial Period at any time in the event of abuse or non-compliant use.

Article 9 – Term and Commitment

Licenses are granted for a monthly or annual term. Any commenced Billing Period is fully payable. In the case of an annual commitment, the Client remains liable for the full contractual amount for the entire term, including in the event of early termination unless expressly agreed otherwise in writing by Nereva.

Article 10 – Renewal

Licenses automatically renew for successive periods identical to the initial term unless terminated in accordance with the General Terms of Use. Renewal automatically triggers invoicing for the new Billing Period.

Article 11 – Modification of License Quantities

Any increase in the number of licenses becomes effective immediately and shall be invoiced accordingly, on a pro rata basis where applicable. Any decrease in license quantity shall only take effect at the end of the current Billing Period and shall not entitle the Client to any refund.

Article 12 – Pricing and Indexation

Applicable prices are those in force at the time of subscription or renewal. Nereva reserves the right to apply reasonable annual indexation or adjust its pricing to reflect changes in costs or market conditions. Updated pricing shall apply upon renewal following prior notice to the Client.

Article 13 – Payment Terms

Unless otherwise expressly accepted by Nereva, license fees shall be paid by automatic charge to the credit card registered at subscription. The Client irrevocably authorizes Nereva to debit all amounts due on their respective due dates, including subscription fees, renewals, license adjustments, additional services and applicable penalties. Nereva may, at its sole discretion, allow payment by invoice with fixed due date or by direct debit. Such alternative payment methods constitute an exception and may be withdrawn at any time. The Client undertakes to maintain a valid and sufficiently funded payment method at all times.

Article 14 – Late Payment

Any late payment shall automatically result in the immediate acceleration of all outstanding amounts, the application of default interest at the Swiss statutory rate increased by five percentage points, and the invoicing of reasonable recovery costs. Nereva may require advance payment for future Billing Periods.

Article 15 – Suspension

In the event of non-payment or contractual breach, Nereva may immediately suspend all or part of the Services without liability. Suspension does not relieve the Client from its payment obligations.

Article 16 – Termination

In the event of material or persistent breach, including payment default, Nereva may terminate the licenses with immediate effect without prejudice to any amounts due or damages.

Article 17 – No Refund

All fees paid are non-refundable, including in the event of early termination, reduction of licenses during a Billing Period, or non-use of the Services.

Article 18 – Data Upon Termination

Upon expiration or termination of the licenses, access to the Services shall cease immediately. Client data may be retained for a reasonable period to allow potential retrieval and shall thereafter be permanently deleted unless legal obligations require otherwise.

Article 19 – Financial Liability

Nereva shall not be liable for any financial consequences resulting from suspension, termination or non-renewal attributable to the Client.

Article 20 – Force Majeure

Neither party shall be liable for failure to perform due to force majeure under Swiss law.

Article 21 – Assignment

Nereva may freely assign this Policy or related contracts in connection with a merger, acquisition, restructuring or sale of business. The Client may not assign its rights or obligations without prior written consent.

Article 22 – Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Article 23 – Entire Agreement and Governing Language

This Policy constitutes the entire financial and licensing framework applicable to the Services. The English version shall prevail unless otherwise specified in the General Terms of Use.

Article 24 – Contact

Nereva SA
Rue de Rive 22D
CH-1260 Nyon – Switzerland
privacy@nereva.com

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Payment and Subscription Policy