PREAMBLE
This Payment and Licensing Policy (hereinafter the “Policy”) aims to define the financial conditions and the terms relating to the allocation and use of licences for access to the Services provided by Nereva SA.
Statutory corporate purpose of Nereva SA. In accordance with Article 3 of its articles of association entered in the commercial register of the canton of Vaud, the purpose of Nereva SA is the design, development, publishing, marketing, integration and operation, in Switzerland and abroad, of software and digital solutions for orchestrating and synchronising logistics flows operated by vehicles, in particular flows of materials, waste, machinery, equipment and skips linked to construction, civil engineering, recycling, construction-site transport and related sectors.
The company may in particular provide, in the form of software on demand (Software as a Service) or licences, platforms for planning, executing, documenting, tracing and archiving logistics operations, as well as associated configuration, integration, support, training and consulting services.
The company may acquire, hold, exploit, license and defend any intellectual property right, in particular patents, trademarks, designs, models, copyrights and know-how, directly or indirectly related to its main purpose.
The company may carry out, both in Switzerland and abroad, on its own behalf or on behalf of third parties, all administrative, technical, commercial, financial, movable and immovable transactions directly or indirectly related to its main purpose. It may establish branches and subsidiaries in Switzerland and abroad, acquire holdings in companies pursuing a similar or complementary purpose, and grant loans or guarantees to its subsidiaries and group companies.
The company does not carry out any transport activity and does not act as a commercial intermediary between principals and transport companies. It does not capture the commercial contractual relationship between its users.
Contractual relationship. This Policy constitutes a contractual annex inseparable from the Terms and Conditions of Use of Nereva SA (the “T&Cs”). In the event of a contradiction between this Policy and the T&Cs, the T&Cs prevail. In the event of a contradiction between this Policy and an order form duly signed between the Parties, the order form prevails over this Policy only for the points it expressly addresses.
TABLE OF CONTENTS
Article 1 — Purpose and legal status of Nereva
Article 2 — Scope of the Services and nature of the obligations
Article 3 — Field of application
Article 4 — Definitions
Article 5 — Nature of the licences and intellectual property
Article 6 — Status of Client Data
Article 7 — Personal data
Article 8 — Allocation and management of user licences
Article 9 — Functional scope of the licences and developments
Article 10 — Subscription and activation
Article 11 — Change in the number of licences
Article 12 — Term of the licences
Article 13 — Tacit renewal
Article 14 — Termination at the Client's initiative
Article 15 — Pricing conditions
Article 16 — Invoicing
Article 17 — Payment terms
Article 18 — Late payment and default interest
Article 19 — Suspension of the Services for non-payment
Article 20 — Termination for non-payment
Article 21 — Refund
Article 22 — Invoice dispute
Article 23 — Changes to prices
Article 24 — Client's obligations
Article 25 — Operational limits of the platform
Article 26 — Not a party to contracts between Users
Article 27 — Integrations with third-party systems
Article 28 — Availability of the Services and SLA
Article 29 — Limitation of liability
Article 30 — Force majeure
Article 31 — Reversibility and return of Client Data
Article 32 — Confidentiality
Article 33 — Assignment
Article 34 — Subcontracting
Article 35 — Severability
Article 36 — Entire contractual framework
Article 37 — Applicable law and jurisdiction
Article 38 — Reference language
Article 39 — Contact
Article 1 — Purpose and legal status of Nereva
This Policy aims to define the financial conditions and the terms relating to the allocation and use of licences for access to the Services provided by Nereva SA. The legal status of Nereva SA and the enforceable scope of its corporate purpose are set out in the preamble to this Policy.
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.
Article 3 — Field of application
This Policy applies to all professional Clients that have subscribed to Nereva licences, whatever their sector of activity, their location or their subscription channel. The Services are intended exclusively for professional use. This Policy does not under any circumstances apply to consumers within the meaning of Swiss law or any applicable national consumer law.
Article 4 — Definitions
The terms used in this Policy have the following meaning.
Client : any legal person or professional entity that has subscribed to Nereva licences under an order form or any equivalent document.
User : any natural person with access to the Services under a licence allocated by the Client.
Licence : personal, nominative, non-exclusive, non-assignable and non-transferable right, granted to the Client for the subscribed term, to access the Services within the limits defined in the order form.
Services : all the software functionalities provided by Nereva SA via the Nereva platform, as defined in the T&Cs and specified in the applicable order form.
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.
Personal data : within the meaning of the GDPR and the FADP, any information relating to an identified or identifiable natural person, processed by Nereva SA as processor on behalf of the Client.
Billing period : monthly or annual period corresponding to the term of the licences subscribed in the order form.
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.
DPA : Data Processing Agreement concluded between the Client and Nereva SA pursuant to Article 28 of the GDPR and Articles 9 et seq. of the FADP.
Article 5 — Nature of the licences and intellectual property
The licences granted by Nereva confer on the Client a limited right of access to the Services for the subscribed term. The licences entail no transfer of intellectual property. Nereva SA retains all rights to its software, source codes, interfaces, algorithms, databases, know-how, documentation and any protected element associated with the Services.
The conditions of use of Nereva's protected elements, as well as the rules relating to the trademark and patent applications, are specified in the Copyright and Intellectual Property document of Nereva, which supplements this Policy and the T&Cs.
Article 6 — Status of Client Data
Client Data remains the exclusive property of the Client. Nereva SA claims no intellectual property right nor any autonomous commercial right of use over Client Data.
The Client warrants to Nereva SA that it has all the rights, authorisations and legal bases necessary to enter, transmit and have Client Data processed via the Services. The Client warrants in particular the accuracy, currency and lawfulness of Client Data. Nereva SA assumes no verification obligation and no liability as to the truthfulness, completeness or lawfulness of Client Data.
For the sole purposes of performing the Services and for the duration of the contractual relationship, the Client grants Nereva SA a non-exclusive, non-transferable, free and revocable licence to use Client Data for the exclusive purpose of providing, operating, securing and developing the Services for the benefit of the Client.
Nereva SA is furthermore authorised, without limitation in time and including after termination, to exploit in strictly aggregated, anonymised and non-identifying form the data produced via the platform, for the following sole purposes: (i) statistical analyses and sector studies; (ii) improvement of the Services and development of new functionalities; (iii) training and improvement of analytics and operational intelligence models; (iv) strictly non-identifying public communication. No identifying data may be resold, shared or licensed to a third party without the prior written consent of the Client.
The anonymisation implemented by Nereva SA is irreversible, in accordance with the guidelines of the Federal Data Protection and Information Commissioner (FDPIC) and the European Data Protection Board (EDPB).
Article 7 — Personal data
The processing of Personal Data collected or generated in the context of the Services is carried out according to rules distinct from operational Client Data.
The Client acts as controller within the meaning of the GDPR and the FADP. Nereva SA acts as processor. The precise terms of the processing, the purposes, the retention periods, the sub-processors, the security measures and the respective obligations of the Parties are governed by the DPA.
The Client remains solely responsible for informing the data subjects, collecting consent where applicable, determining the legal basis of the processing and respecting the rights of the data subjects. Nereva SA assists the Client in this respect under the conditions provided for in the DPA.
Article 8 — Allocation and management of user licences
Each Licence is allocated to an identified User. The Client is solely responsible for the allocation, management and deactivation of Licences within its organisation and for the confidentiality of the associated credentials.
Any use of the Services without a valid Licence or exceeding the number of Licences subscribed constitutes a serious contractual breach likely to result in the suspension of the Services and the retroactive invoicing of the missing Licences, without prejudice to any other action open to Nereva SA.
Article 9 — Functional scope of the licences and developments
The functionalities accessible depend on the type of Licence subscribed and the configuration defined in the order form.
Nereva SA reserves the right to develop the functionalities associated with the Services, provided that it does not deprive the Client of the essential functionalities subscribed under its order form. Any substantial development of the functionalities will be communicated to the Client with reasonable notice, at least thirty (30) days for developments likely to have a material operational impact.
Article 10 — Subscription and activation
Subscription to the Licences is made by signing an order form or, failing that, by any procedure expressly validated by Nereva SA. Activation of the Licences takes place after validation of the subscription and, where applicable, after receipt of the first payment or any equivalent contractual commitment.
Article 11 — Change in the number of licences
Any change in the number of Licences, upwards or downwards, is made according to the conditions defined in the order form or, failing that, upon written request sent to Nereva SA.
Any Licence added during a Billing Period is invoiced pro rata temporis until the end of the current Billing Period. Any Licence removed during a Billing Period remains due until the end of the current Billing Period, unless otherwise provided in the order form.
Article 12 — Term of the licences
Licences are granted for a monthly or annual term, according to the option chosen by the Client in the order form. Any Billing Period started is due in full.
Article 13 — Tacit renewal
Unless terminated by the Client in accordance with Article 14, the Licences are tacitly renewed for a term identical to the initial Billing Period. Renewal automatically entails the obligation to pay for the new period.
Nereva SA will notify the Client, in writing (including by e-mail), of a renewal reminder at least ninety (90) days before each renewal date for annual Licences. The absence of notification from Nereva SA does not affect the validity of the renewal.
Article 14 — Termination at the Client's initiative
The Client may terminate its Licences at the end of each Billing Period, subject to notice sent to Nereva SA in writing (including by e-mail) of at least thirty (30) days before the expiry date for monthly Licences, or at least sixty (60) days before the expiry date for annual Licences.
Failing compliance with the notice period, the Licences are renewed for a new identical Billing Period, in accordance with Article 13.
Termination takes effect at the end of the current Billing Period. None of the sums paid in respect of the current period is refundable, subject to the cases exhaustively listed in Article 21.
Article 15 — Pricing conditions
The applicable prices are those agreed in the order form or, failing that, those in force at the time of subscription or renewal. Prices are expressed exclusive of tax. Applicable taxes are invoiced in addition in accordance with the legislation in force.
Article 16 — Invoicing
Invoicing takes place according to the periodicity chosen in the order form. Invoices are sent electronically to the address indicated by the Client and are deemed received on the date of their issue, unless proven otherwise.
Article 17 — Payment terms
Payments must be made by the means of payment accepted by Nereva SA and indicated on the invoice. The sums due are payable on the due date shown on the invoice, without discount.
Article 18 — Late payment and default interest
Any late payment automatically entails, without prior formal notice being necessary, (i) the application of default interest calculated at the contractual rate of five per cent (5%) per year, or at the higher rate mandatorily applicable under the mandatory legislation of the Client's place of establishment; (ii) the invoicing of reasonable and justified recovery costs, without prejudice to any fixed recovery indemnity mandatorily applicable under the legislation of the Client's place of establishment.
At the end of a period of thirty (30) days following the sending of an express formal notice that has remained without effect, all the sums due in respect of the Services become immediately payable. Nereva SA may suspend or terminate the Services under the conditions provided for in Articles 19 and 20.
Article 19 — Suspension of the Services for non-payment
In the event of persistent non-payment for a period of ten (10) days following the sending of an express formal notice that has remained without effect, Nereva SA may suspend all or part of the Services.
Suspension will not take place without the Client having had reasonable notice enabling it to take useful business continuity measures, except in the event of repeated non-payment by the same Client or a manifest risk of insolvency, in which case Nereva SA may suspend the Services immediately.
No compensation will be owed by Nereva SA in respect of the suspension of the Services imposed pursuant to this Article. Suspension entails neither extinction nor remission of the sums due.
Article 20 — Termination for non-payment
In the event of non-payment persisting beyond sixty (60) days following the due date and after an express formal notice that has remained without effect, Nereva SA may automatically terminate the Licences and access to the Services.
Any sum remaining due in respect of the current Licences remains immediately payable. Nereva SA retains the option of bringing any useful action for recovery and compensation.
Article 21 — Refund
The sums paid in respect of the Licences do not give rise to a refund, in whole or in part, in the following cases: (i) termination at the Client's initiative in accordance with Article 14; (ii) non-use of the Services by the Client; (iii) suspension or termination of the Services due to a breach attributable to the Client.
By way of exception, in the event of cessation of the Services by Nereva SA without prior breach by the Client, or in the event of termination of the contract at the initiative of Nereva SA without cause attributable to the Client, Nereva SA will refund to the Client, pro rata temporis, the sums paid in respect of the Licences subscribed and not performed.
These provisions are without prejudice to (i) 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; (ii) any mandatory provision protecting against significant imbalance applicable to relationships between professionals under the legislation of the Client's place of establishment.
Article 22 — Invoice dispute
Any dispute relating to an invoice must be made in writing (including by e-mail) within a maximum period of thirty (30) days from its date of issue. Failing this, the invoice is deemed accepted without reservation.
Disputing an invoice, even in good faith, does not exempt the Client from paying the undisputed sums within the agreed deadlines.
Article 23 — Changes to prices
Nereva SA reserves the right to change its prices for periods subsequent to the current Billing Period.
Any price change applicable to the renewal of a Licence is communicated to the Client in writing at least sixty (60) days before the expiry date. Failing express objection by the Client within this period, which then constitutes termination within the meaning of Article 14, the new prices apply upon renewal.
Article 24 — Client's obligations
The Client undertakes to pay the sums due within the agreed deadlines, to provide accurate and up-to-date billing information, to use the Services in accordance with the T&Cs, this Policy and any applicable legislation in particular regarding transport, waste management and environmental protection, to inform Nereva SA without delay of any development likely to affect its contractual capacity or its payment obligations, to guarantee the truthfulness and lawfulness of the Client Data entered on the platform, and not to use the Services for unlawful purposes or purposes contrary to public morality.
Article 25 — 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 operational 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 for the exercise of their physical activities.
Article 26 — Not a party to contracts between Users
Nereva is not a party to any contract concluded between Clients themselves, or between a Client and a third party (in particular carrier, subcontractor, principal, waste receiver, site operator). 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.
Article 27 — 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, 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 Nereva SA 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.
The Client remains solely responsible for compliance with the contractual conditions applicable to the third-party systems it uses.
Article 28 — Availability of the Services and SLA
The commitments of Nereva SA regarding the availability of the Services (Service Level Agreement, SLA), in particular the availability rate, the scheduled maintenance windows, the measurement regime and any service credits, are governed by the T&Cs and, where applicable, by an SLA annex specific to the order form.
In any event, the availability commitments of Nereva SA constitute best-efforts obligations. The occurrence of events beyond the control of Nereva SA, in particular failures of connectivity or hosting providers, is excluded from the calculation of the availability rate.
Article 29 — Limitation of liability
The overall liability and the limitation of compensation owed by Nereva SA in respect of the provision of the Services are governed by the T&Cs.
In the specific context of this Policy, and without prejudice to the general arrangement provided for in the T&Cs, Nereva SA cannot be held liable, within the limits of the mandatory rules of Article 100 paragraph 1 of the Swiss Code of Obligations, for (i) the direct or indirect financial consequences resulting from the suspension or termination of the Services for non-payment attributable to the Client (see Articles 19 and 20); (ii) the consequences resulting from the inaccuracy, incompleteness or unlawfulness of Client Data; (iii) the consequences resulting from the Client's use of third-party integrations (see Article 27); (iv) the consequences of physical operations carried out by the Client or its partners (see Articles 2 and 25); (v) indirect losses, in particular loss of turnover, loss of clientele, loss of opportunity, damage to image, losses suffered by third parties, legal defence costs incurred by the Client.
Article 30 — Force majeure
No Party may be held liable for a breach 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, and widespread failures of telecommunications or energy networks.
The Party invoking force majeure informs the other Party without delay and implements reasonable measures to limit its effects.
Article 31 — Reversibility and return of Client Data
At the end of the contract, whatever the cause, and for a minimum period of thirty (30) 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 (i) the legal retention obligations incumbent on Nereva SA; (ii) cases where Client Data must be retained for the purposes of ongoing judicial or administrative proceedings; (iii) the retention of strictly aggregated and anonymised data under the conditions provided for in Article 6.
Article 32 — 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).
Article 33 — Assignment
Nereva SA may freely assign, to an affiliate or in the context of a merger, acquisition, restructuring or business transfer, the rights and obligations resulting from this Policy.
Any other assignment by Nereva SA to a non-affiliated third party will take place subject to (i) the continuity of the material conditions applicable to the Client; (ii) prior written notification sent to the Client at least thirty (30) days before the assignment takes effect. Failing a reasoned objection by the Client within this period, the assignment will be automatically enforceable against it. 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 34 — Subcontracting
Nereva SA may use technical subcontractors, in particular hosting provider, authentication provider, monitoring services and payment services, for the provision of the 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 35 — Severability
If a provision of this Policy 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 36 — Entire contractual framework
This Policy, together with the T&Cs, the order form, the DPA and, where applicable, the SLA annex, the Copyright and Intellectual Property document, the AI & Data Policy, the Acceptable Use Policy and the Liability Policy, constitutes the entire agreement between the Parties relating to its subject matter. It cancels and replaces any prior agreement having the same subject matter.
In the event of a contradiction between the contractual documents, the following order of priority applies, unless expressly provided otherwise: (i) signed order form; (ii) T&Cs; (iii) DPA; (iv) SLA annex; (v) this Policy; (vi) Privacy Policy; (vii) Cookie and similar technologies policy; (viii) AI & Data Policy; (ix) Acceptable Use Policy; (x) Copyright and Intellectual Property document; (xi) Liability Policy (explanatory document, legally subordinate).
Article 37 — Applicable law and jurisdiction
This document, as well as the contractual relationship it governs, are governed exclusively by Swiss law, to the exclusion of any conflict-of-laws rule and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980).
Any dispute relating to the formation, validity, interpretation, performance or termination of this document falls within the exclusive jurisdiction of the ordinary courts of the canton of Vaud, place of the registered office of Nereva SA, subject to a mandatory appeal to the Swiss Federal Supreme Court.
Article 38 — Reference language
The French version of this Policy alone is legally authoritative. Any translation is provided for information purposes only and cannot bind Nereva SA.
Article 39 — Contact
Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland.
Invoicing : billing@nereva.com.
Legal and commercial questions : legal@nereva.com.
Data protection : privacy@nereva.com.
Intellectual property : ip@nereva.com.