SWITZERLAND
GENERAL TERMS AND CONDITIONS OF SERVICES

CAPTIVEA – Open Future – 04/08/2026

Open Future provides consulting, integration, configuration and customization services for software solutions, custom software development services, training services, as well as hosting, backup, maintenance and managed services and, more generally, services relating to corporate information systems.

These General Terms and Conditions are intended to define the conditions under which Open Future provides its services, grants or makes available software licenses, add-on modules and software solutions, as well as the conditions applicable to the hosting, backup and managed services provided to the Client.

PART A – COMMON PROVISIONS

ARTICLE 1 – DEFINITIONS

For the purposes of these General Terms and Conditions, the following terms shall have the meanings set forth below:

Client: the legal entity having entered into a contract with Open Future.

Contract: the agreement consisting of the Quotation approved by the Client, these General Terms and Conditions and, where applicable, any Special Conditions. In the event of any inconsistency, the provisions of the Quotation shall prevail over these General Terms and Conditions.

Quotation: Open Future’s commercial proposal describing the Services provided and their price and, where applicable, the Software or Software Solution licensed to the Client, the term of the license and its price.

Custom Developments: software developments created by Open Future in addition to the Software and Add-on Modules for the specific purpose of meeting the Client’s requirements.

Data: any data, information, files, content or elements of any nature transmitted, collected, stored, hosted or processed in connection with the Services, including, in particular, Users’ personal data, data processed through the Software, as well as data generated or hosted in connection with the services provided by Open Future.

Study: IT consulting services, such as audit, needs analysis, or assistance in drafting specifications.

Publisher: the company that develops, publishes and markets the Software and for which Open Future acts as a reseller.

Hosted Environment: all technical resources, including infrastructures, systems, applications, databases and components required for the performance of services provided by Open Future as part of Hosting and Managed Services.

Installation: making the Software available to the Client through the creation of one or more user accounts.

Software Integration: installation services performed at the Client's premises, or in a hosted environment, for Software or a Software Solution licensed to the Client.

Incident: any event affecting or likely to affect the normal operation of a Service, including but not limited to interruption, performance degradation, unavailability or technical malfunction.

Software: software published by a third-party company and distributed and/or integrated by Open Future for the Client, in object code form together with the related documentation.

Go-Live: the actual use of the Software by the Client in its working environment, using or based on the entry of real data, for the purpose of carrying out actual business operations.

Add-on Modules: software programs developed or distributed by Open Future, designed to be provided to multiple users for the same application or function, in order to supplement the core functionalities of the Software, as detailed in the Quotation.

Acceptance: validation by the Client of the Software Installation, either expressly or implicitly through the Go-Live of the Software.

Backup: services consisting of creating backup copies of data, applications, or environments hosted by Open Future, in accordance with the agreed terms and conditions (including frequency, retention period, and restoration procedures).

Hosting Services: services consisting of making available to the Client a technical infrastructure enabling the hosting of all or part of its Software, applications, databases, files, or IT environments, in accordance with the terms defined in the Quotation and the Special Conditions.

Managed Services / IT Outsourcing Services: services performed by Open Future to ensure the operational continuity of the Client’s IT environments, including, in particular, monitoring, preventive maintenance, application of security patches, and technical interventions necessary for the proper operation of the services, within the scope defined in the Quotation.

Software Solution: Software package integrating Software, Add-on Modules, and Specific Developments.

Information System: all of the Client’s hardware resources, software, applications, databases, and telecommunications networks.

Services: all services offered by Open Future under the Contract, including consulting, audits, studies, project scoping, training, software integration, data migration, custom development, support, maintenance, hosting, backup, managed services, and any other service relating to the Client’s Information System.

User: Natural person, under the authority of the Client, authorized to use the Software.

ARTICLE 2 – FORMATION OF THE CONTRACT

Any Service shall be the subject of a Quotation or commercial proposal issued by Open Future. Only the prices, services, and conditions specified in the Quotation or commercial proposal shall be contractually binding. Information contained in Open Future's marketing materials, catalogs, presentation documents, or websites is provided for informational purposes only.

The Contract shall be concluded upon acceptance of the Quotation or commercial proposal by the Client. Such acceptance may be given by handwritten signature, electronic signature, email, or any other means capable of providing evidence thereof.

Unless otherwise provided in the Quotation or commercial proposal, the Contract shall enter into force on the date of its acceptance by the Client.

Once concluded, the Contract may not be unilaterally cancelled by the Client without the prior written consent of Open Future. In the event of cancellation or early termination initiated by the Client, Open Future shall be entitled to claim payment for the Services already performed, expenses incurred and, where applicable, any amounts contractually due in respect of the current commitment period.

ARTICLE 3 – TERM

For Software licenses, the Contract takes the form of a subscription, entered into for an initial period of one (1) year from the Software Installation, unless a longer commitment is specified in the Quote.

Upon expiry of the initial term specified in the Quotation or in the Special Conditions, the Contract shall automatically renew for successive periods of one (1) year unless either Party gives written notice of termination to the other Party, including by registered mail, at least three (3) months prior to the expiry of the then-current term.

Any request for modification of the subscription submitted during the three (3) months preceding its renewal date shall be subject to a fixed administrative fee of CHF 200 per subscription, subject to Open Future’s acceptance of such modifications.

The Contract shall terminate once all Services have been completed by Open Future and fully paid for by the Client. In all cases, the Contract shall terminate on the effective date of its termination or non-renewal, regardless of the reason.

ARTICLE 4 – ACCEPTANCE AND AMENDMENT OF THE GENERAL TERMS AND CONDITIONS

Unless expressly provided otherwise in the Quotation, the Special Conditions, or any other contractual document signed by the Parties, these General Terms and Conditions shall apply to all Services provided by Open Future.

Any acceptance by the Client of a Quotation or commercial proposal shall constitute full and unconditional acceptance of these General Terms and Conditions, to the exclusion of any general or specific terms and conditions of the Client, unless otherwise agreed in writing by Open Future.

Open Future reserves the right to amend these General Terms and Conditions, in particular to reflect legal, regulatory, technical or service-related developments.

Any amendment to these General Terms and Conditions shall be notified to the Client by any written means allowing proof of such notification to be retained and shall become effective thirty (30) days after such notification, unless a later effective date is specified.

If the Client does not accept an amendment that materially affects its contractual rights or obligations, the Client may terminate the Contract by written notice sent to Open Future before such amendment becomes effective. In such case, the previous version of the General Terms and Conditions shall continue to apply until the effective date of termination, and the provisions relating to the consequences of termination of the Contract shall remain applicable.

Amendments that do not materially affect the rights and obligations of the Parties, including those resulting from legal or regulatory developments, drafting clarifications, or changes in the methods of performing the Services, shall automatically apply from their effective date 

ARTICLE 5 – PERFORMANCE OF THE SERVICES 

In the performance of the Services, Open Future shall be subject to an obligation of means.

Open Future undertakes to perform the Services with the diligence, care and expertise reasonably expected from a professional service provider operating in its field of activity.

Open Future’s liability shall remain governed by the provisions of Part A – Article 8 of these General Terms and Conditions.

Article 5.1 – Definition of Contractual Scope

Open Future does not undertake to deliver a predefined contractual scope but rather commits only to a volume of time with the objective of addressing the Client’s needs as effectively as possible.

Open Future may provide the Client with an overall project estimate in order to give the Client the broadest possible visibility of the project. Such estimate shall under no circumstances constitute a fixed-price commitment. 

Article 5.2 – Analysis Phase

Prior to performing the Services, Open Future may propose carrying out an analysis phase in order to define the functional or technical scope to be covered, the Client’s specifications, and to ensure that the Client’s requirements are aligned with the selected software solution or Service.

This analysis phase shall be included in the initial Quotation or commercial proposal and shall be provided on a best-efforts basis.

Where applicable, the Client acknowledges and accepts that this analysis phase may lead Open Future to reassess the overall estimate and the amount of time required to perform the Service. 

ARTICLE 6 – CLIENT COMMITMENTS

The Client undertakes to actively cooperate in the proper performance of the Services by providing Open Future, in a timely manner, with accurate and truthful information, as well as all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract.

The Client shall notify Open Future of any circumstance that could compromise the proper performance of the Services. The Client further undertakes to inform Open Future of any changes affecting the information provided. The Client shall remain solely responsible for any resulting malfunctions.

Where the Services selected by the Client are to be performed at the Client’s premises and/or using the Client’s equipment, the Client undertakes to grant Open Future unrestricted access to its premises and/or equipment and to provide all resources strictly necessary for the proper performance of the Services.

The Client undertakes to comply with all technical prerequisites required for the installation and operation of the Software and the Software Solution. Any technical prerequisites communicated by Open Future are provided for information purposes only and remain subject to changes made by software publishers and service providers involved in the Client’s Information System.

The Client shall appoint a person capable of responding to Open Future’s functional and/or technical questions, who shall serve as Open Future’s main point of contact for monitoring the progress of the project and the use of the Software Solution following its delivery.

In order to provide informed answers to questions raised by Open Future’s teams, the designated contact person must also have received training on the basic operation of the Software Solution.

In the event of absence, the Client shall appoint a replacement contact person as soon as possible in order to avoid delaying the project and shall request Open Future to provide additional basic training for the new contact person.

Unless otherwise decided by the Client, this person shall also act as Open Future’s sole point of contact for Support services.

ARTICLE 7 – OPEN FUTURE COMMITMENTS 

CAPTIVEA commits to allocate the time and the necessary human, material, and technical resources for the completion of the Services ordered by the Client, undertaking to execute them in a professional manner and in accordance with industry standards, subject to the Client's proper fulfillment of their own obligations. 

In the absence of specific provisions, the documentation for the Software or Software Solution and Complementary Modules is that which is available on the Publisher's website, in English, or French when available. 

CAPTIVEA also commits to regularly inform the Client of the progress of the Services and of any difficulties of which it becomes aware and their consequences, particularly in terms of time and/or cost, that may result.

ARTICLE 8 – LIABILITY – INSURANCE 

It is expressly agreed between the Parties that Open Future is subject only to an obligation of means. Accordingly, Open Future shall only be held liable upon proof by the Client of a fault attributable to Open Future.

Open Future shall not, under any circumstances, be held liable for any indirect damages that may be suffered by the Client, including, without limitation, commercial loss, loss of profits, damage to reputation, loss of data, or any other indirect loss arising from the performance of the Services, the use of the Software, the inability to use the Software, or the use of results obtained through the Software. Any claim brought against the Client by a third party shall constitute indirect damage.

Notwithstanding the foregoing, it is expressly agreed between the Parties that Open Future’s liability, in the event of a fault proven by the Client, shall be strictly limited to the amounts paid by the Client under the Contract during the twelve (12) months preceding the event giving rise to the damage, including in the event of termination or cancellation of the Contract.

This limitation shall not apply to damages resulting from wilful misconduct or gross negligence on the part of Open Future where the exclusion or limitation of liability is prohibited by applicable law.

Open Future maintains professional liability insurance coverage. Open Future undertakes to maintain such coverage throughout the term of this Contract and to provide evidence thereof upon the Client’s request. 

ARTICLE 9 – TIMEFRAMES  

Any timelines and target dates indicated in the Quotation or commercial proposal are estimates only, unless expressly stated otherwise in the Contract.

Open Future undertakes to use commercially reasonable efforts to meet the agreed timelines. However, delays resulting in particular from Client-requested modifications, lack of cooperation by the Client, delays in providing necessary information or materials, or delays attributable to third-party suppliers or service providers, shall automatically extend the performance schedule by a period corresponding to the delay incurred, without liability on the part of Open Future.

Unless specifically agreed otherwise in the Contract, any delay in performance shall not give rise to any penalty, price reduction, or compensation.

Where a delay results from a breach by the Client preventing the continuation of the Services and a written request for remediation remains unanswered for a period of thirty (30) days, Open Future may suspend or terminate the Contract, without prejudice to its right to receive payment for Services already performed and commitments entered into prior to such termination. 

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Pricing 

The prices for the Services are specified in the Quotation or commercial proposal and are expressed in the currency indicated therein (including, but not limited to, Swiss francs (CHF) or euros (EUR)). Unless otherwise stated, prices are exclusive of taxes, duties, levies and any other applicable charges.

Where the price of licenses, subscriptions or other services supplied by a software publisher or third-party provider is established in a currency different from that of the Contract, Open Future shall be entitled to convert such price into the invoicing currency based on the exchange rate applicable on the relevant invoicing or renewal date.

License administration fees, the amount of which is specified in the Quotation or commercial proposal, may be invoiced to the Client. 

Article 10.2 – Price Adjustments  

Open Future reserves the right to revise its pricing in order to reflect, in particular, pricing changes imposed by its suppliers, software publishers or technical partners, as well as reasonable changes in its operating costs.

Any pricing modification shall be communicated to the Client in writing with at least thirty (30) days' prior notice before its effective date.

Where such modification concerns an ongoing Contract, the Client may reject the price increase and terminate the relevant Contract by written notice addressed to Open Future within thirty (30) days of receipt of the notification regarding the pricing modification. Such termination shall take effect on the date the new pricing becomes effective.

Failing termination within this period, the new pricing shall be deemed accepted by the Client and shall apply from its effective date.

In the event of termination, the provisions governing the consequences of the termination of the Contract set out in these General Terms and Conditions shall remain applicable. 

Article 10.3 – Invoicing 

Invoices shall be sent electronically. However, the Client may request paper invoices. Such request may be subject to an administrative fee. 

Article 10.4 – Payment 

Unless otherwise agreed between the Parties, the Client undertakes to pay the full amount of the Services set out in the Quotation or commercial proposal upon confirmation of the order.

Services provided on a subscription basis shall be invoiced annually at the beginning of each subscription period. Unless otherwise agreed between the Parties, invoices shall be payable upon receipt.

Payment shall be made by bank transfer or by cheque payable to Open Future. Any banking charges (including rejection fees) charged by a financial intermediary or incurred by Open Future shall be re-invoiced to the Client.

In the event of late payment, any overdue amount shall automatically accrue interest at the contractual rate of twelve percent (12%) per annum from its due date until full payment has been received.

In addition, a fixed indemnity of CHF 40 shall be payable in respect of administrative costs incurred in managing the late payment. If the actual costs incurred by Open Future exceed this amount, Open Future shall be entitled to claim reimbursement of such additional costs upon presentation of supporting documentation.

In the event of a license renewal, these late payment penalties shall apply in addition to any penalties imposed by the Publisher and automatically re-invoiced to the Client (see Part B, Article 2).

Article 10.5 – Performance and Payment of Services 

The Client shall receive support through the prior purchase of a “Time credit”, enabling the Client to acquire a reserve of time available from Open Future for the performance of the various Services detailed in the Quotation or Commercial Proposal.

Time credit shall be invoiced and payable in full in advance upon receipt of the order, unless otherwise agreed by the Parties. Time credit shall remain valid for a period of two (2) years from the date of the order. The applicable hourly rate shall be the rate in force at the time of purchase or renewal of the Time credit.

All Services performed under a Time credit arrangement, excluding functional support services, shall be subject to an estimate of the time to be consumed, in accordance with the procedure described in the Quotation or Commercial Proposal.

Requests for which Open Future’s estimate does not exceed four (4) hours of work may be carried out without prior approval from the Client. The actual time spent performing such work shall be deducted from the Client’s Time credit

For requests whose estimated duration exceeds four (4) hours of work, Open Future shall provide the Client with an estimate, which must be approved before any work commences.

Estimates provided by Open Future are indicative only. The actual time spent analysing, qualifying and performing the requested work shall be deducted from the Time credit, including where the Client decides not to proceed with the request after the qualification phase.

Time spent performing a request shall be recorded in increments of fifteen (15) minutes.

Where the hourly credit provided under the Contract or Quotation has been completely exhausted and unless the Client has previously renewed or purchased an additional Time credit, Open Future may, in order to ensure continuity of service, process additional requests submitted by the Client on the basis of the hourly rate in force on the date the Services are performed.

Services performed beyond the initially agreed hourly allocation shall be invoiced based on the actual time spent by Open Future. Corresponding invoices shall be issued twice monthly.

Services performed under a Time credit arrangement constitute Services only and do not include any travel expenses.

In order to ensure that Open Future’s support services are delivered under the best possible conditions, the Client agrees that at least one quarterly meeting of thirty (30) minutes shall be held between the Client and its designated Open Future contact person.

In the event of termination of the Contract attributable to the Client, or in the event of a breach by the Client, any remaining balance of time acquired through the Time credit shall be non-refundable. 

Article 10.6 - Security Deposit Clause for Services Invoiced Monthly in Arrears 

1. Security Deposit for Monthly-Billed Services 

For Services invoiced on a monthly basis, the Client shall be required to provide a security deposit.

The security deposit shall be equal to at least one hundred percent (100%) of the total estimated monthly amount, including all applicable taxes.

Payment shall be made using any payment method accepted by Open Future. 

2. Adjustment of the security deposit: 

Where the amount invoiced during a given month exceeds the initial security deposit, the security deposit shall be adjusted accordingly.

Such adjustment is intended to ensure that the security deposit remains equal to at least one hundred percent (100%) of the total amount of the monthly invoice. 

3. Invoicing of the Security Deposit and Regular Monthly Billing 

At the beginning of the service period, the security deposit will be invoiced to the client. 

Subsequently, the monthly billing system will come into effect. 

4. Treatment of the Security Deposit upon Termination of the Contract

Upon termination of the Contract, the amount paid as a security deposit may be used by the Client as a credit for Open Future service hours, calculated on the basis of the rates in force at the time such Services are performed.

This credit may only be used for Services performed by Open Future and may not be redeemed for cash, unless otherwise agreed in writing by the Parties and in accordance with the terms mutually agreed by them.

The Client must request the use of this credit within twelve (12) months from the termination date of the Contract.

Failing such request within this period, the credit shall be permanently retained by Open Future and may no longer be used or claimed by the Client.

Article 10.7 - Invoicing of Maintenance Services

Following delivery of the Services, if corrective work proves necessary, Open Future shall issue an invoice for the additional time required.

The Client shall be informed in advance of the additional hours required. 

Article 10.8 - Fixed-Price Warranty Option

Open Future offers an optional fixed-price warranty covering post-delivery corrections.

To benefit from this service, the Client may subscribe to it for an additional fee equal to twenty-five percent (25%) of the amount of the initial Service.

This warranty option must be expressly subscribed to by the Client and is not included by default.

If the Client does not subscribe to this option, any post-delivery correction work shall be invoiced on a time-spent basis.

Article 10.9 - Annual Price Revision for Time-and-Materials Contracts

The rates applicable to Services invoiced on a time-spent basis may be revised annually by Open Future in order to take into account, in particular, changes in labor costs, operating expenses, general economic conditions, and the evolution of economic indices applicable in Switzerland.

ARTICLE 11 – CONFIDENTIALITY

The Parties undertake not to disclose any confidential information belonging to the other Party that may come to their knowledge in connection with the performance of the Services and/or the implementation of these General Terms and Conditions.

Accordingly, the Parties undertake to maintain strict confidentiality and not to disclose to any person any non-public information of which they become aware, both during the term of the Contract and after its expiration or termination.

In particular, the Client shall refrain from disclosing to any third party all or part of the information obtained regarding the software solutions.

Open Future shall refrain from disclosing the Client’s confidential information and from using such information for any purpose other than that strictly necessary for the performance of the Services provided to the Client.

The terms and conditions governing the relationship between Open Future and the Client shall also be deemed confidential.

Information shall not be considered confidential if it was publicly available at the time of disclosure, subsequently becomes publicly available without any breach of confidentiality by either Party, or is lawfully obtained from a third party without such third party having breached any confidentiality obligation relating to such information. 

ARTICLE 12 – NON-SOLICITATION OF PERSONNEL

The Client shall refrain, throughout the term of the Contract and for a period of one (1) year following the termination of the Contract, regardless of the reason for such termination, from directly or indirectly soliciting, hiring, employing, or otherwise engaging any employee or former employee of Open Future who was employed by Open Future during the performance of the Contract, whether or not such person participated in the performance of the Contract.

In the event of a breach of this provision, the Client shall pay Open Future compensation equal to one (1) year's gross employment cost of the employee concerned, including employer social security contributions and related charges.

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the duration of the Contract, the Client expressly authorizes Open Future to refer to the Client as a customer and to reproduce on its website and commercial materials the logo or trademark provided by the Client, in order to ensure that such reproduction complies with the Client's brand guidelines.

Likewise, the Client may state that it is a client of Open Future.

ARTICLE 14 – FORCE MAJEURE

Neither Party shall be held liable for any delay in performance or total or partial failure to perform its contractual obligations where such delay or failure results from a force majeure event, namely an event beyond its reasonable control, unforeseeable at the time the Contract was entered into, and whose consequences could not be avoided through reasonable measures.

Events that may constitute force majeure include, without limitation, natural disasters, fires, floods, epidemics, pandemics, acts of war, civil unrest, general strikes, decisions or restrictions imposed by public authorities, major interruptions or disruptions affecting electricity, telecommunications or Internet networks, and any event significantly affecting the infrastructures necessary for the performance of the Services.

Interruptions, unavailability or failures affecting services provided by suppliers, vendors or subcontractors involved in the performance of the Services shall not automatically constitute force majeure events. However, they may be considered force majeure where they themselves result from an event meeting the criteria of force majeure and remain beyond Open Future's reasonable control.

The affected Party shall inform the other Party in writing as soon as reasonably possible of the occurrence of the event, its foreseeable consequences and, whenever possible, its estimated duration.

The obligations affected by the force majeure event shall be suspended for the duration of the event, to the extent that their performance is prevented.

If the force majeure event continues for more than sixty (60) days from the date of notification, either Party may terminate the Contract by written notice without any compensation being payable as a result thereof.

ARTICLE 15 – ASSIGNMENT 

The Client may not assign, transfer or contribute to any third party all or part of its rights and obligations arising from the Contract without Open Future's prior written consent.

Open Future may assign or transfer all or part of its rights and obligations arising from the Contract to any affiliated company, entity belonging to the same group, or any third party, including in connection with a restructuring, reorganization, merger, acquisition or transfer of business activity, provided that the Client is informed in advance. 

In the event of an assignment of the Contract carried out in accordance with this Article, the assignee shall be substituted for Open Future with respect to all rights and obligations arising under the Contract, and Open Future shall be released from its future obligations as of the effective date of the assignment.

ARTICLE 16 – SUBCONTRACTING 

Open Future is authorized to delegate the performance of all or part of its contractual obligations to affiliated companies, entities belonging to the same group, or any third-party service provider or subcontractor of its choice, including for hosting, infrastructure, maintenance, support, or any other services required for the performance of the Contract.

Open Future shall remain responsible towards the Client for the proper performance of its contractual obligations, subject to the limitations of liability set out in the Contract.

Open Future shall inform the Client, either in advance or as soon as reasonably practicable where circumstances so require, of the engagement of any subcontractor likely to play a significant role in the performance of the Services, by any means allowing written evidence thereof to be retained.

Where the engagement of a subcontractor involves the processing of personal data on behalf of the Client, the Parties shall apply the provisions relating to personal data protection set out in the Contract or in any applicable specific agreement.

The Client may notify Open Future in writing, within fifteen (15) days following receipt of such information, of any reasoned objection to the use of the relevant subcontractor, exclusively on legitimate and documented grounds, including security, confidentiality, data location, or compliance with applicable legal requirements.

In the event of a justified objection, the Parties shall consult in good faith with a view to identifying an appropriate solution, which may include the implementation of additional safeguards or, where reasonably possible, the replacement of the relevant subcontractor.

Failing agreement between the Parties within forty-five (45) days following notification of the reasoned objection, Open Future may, depending on the circumstances:

1. Replace the subcontractor where such replacement is technically and economically reasonable; or
2. Continue using the subcontractor while implementing appropriate protective measures.

If the Client nevertheless decides to terminate the Contract solely for this reason, such termination shall be deemed an early termination initiated by the Client, and all amounts due in respect of Services already performed, together with costs reasonably incurred by Open Future, shall remain payable

ARTICLE 17 – Use of artificial intelligence

The Client acknowledges and agrees that, in the performance of the Services, Open Future may use, either directly or through its affiliated companies, subcontractors, or technical providers, any technical means, tool, software, or service reasonably required for the performance of the Services, including solutions incorporating automation, artificial intelligence, or machine learning functionalities.

Such tools may be used, in particular, for the purposes of analysis, project scoping, requirements definition, preparation, production, optimization, correction, maintenance, and finalization of deliverables.

Open Future shall ensure appropriate human oversight in connection with the use of such tools. Where necessary in view of the nature of the Services, any outputs generated by such tools shall be reviewed by Open Future prior to their use within the scope of the project.

The use of such tools shall be limited strictly to what is necessary for the proper performance of the Services, taking into account the needs of the project and in compliance with all applicable laws and regulations.

The Client authorizes Open Future, within these strict limits, to use the information, documents, content and data provided by the Client or generated within the framework of the project where such use is necessary for the performance of the Services.

Open Future shall ensure that the Client's confidential data, content and information are not used by the providers of the relevant tools for training, retraining, general model improvement or dataset creation purposes whenever contractual or technical features allowing such exclusion are available, including so-called "no training", "no use for training", or equivalent settings.

Unless expressly authorized in advance by the Client, Open Future undertakes not to use the Client's confidential information for any purpose other than the performance of the Services.

Open Future undertakes to preserve the confidentiality of the Client's information and to implement reasonable measures to ensure its protection in accordance with applicable obligations.

Where the performance of the Services involves the processing of personal data on behalf of the Client, Open Future undertakes to process such data in compliance with the applicable data protection laws and regulations, including the Swiss Federal Act on Data Protection (nFADP) and, where applicable, the European General Data Protection Regulation (GDPR).

In this respect, Open Future undertakes in particular to:

1. Process personal data solely for the purposes necessary for the performance of the Services;
2. implement appropriate and reasonable technical and organizational measures to ensure the security, confidentiality, integrity, and availability of such data;
3. Restrict access to personal data to authorized persons having a legitimate need to know;
4. Govern the use of any subcontractor or technical provider that may have access to personal data;
5. Ensure that, where personal data is transferred to or made accessible outside Switzerland or the European Economic Area, appropriate safeguards are implemented in accordance with applicable regulations.

ARTICLE 18 – EARLY TERMINATION 

In the event of a serious or material breach by either Party of any of its contractual obligations, including, without limitation, non-payment by the Client or a failure by the Client to fulfill its duty of cooperation, the aggrieved Party may serve formal notice on the defaulting Party requiring it to remedy such breach.

Failing remedy of the breach within thirty (30) days from receipt of the formal notice served in writing, including by registered mail, the aggrieved Party may terminate the Contract with immediate effect by written notice to the other Party.

In the event of early termination resulting from a breach attributable to the Client, Open Future may claim, as a contractual penalty pursuant to Articles 160 et seq. of the Swiss Code of Obligations, a lump-sum indemnity equal to ten percent (10%) of the amounts remaining due under the Contract, without prejudice to Open Future's right to claim compensation for any additional proven damages to the extent permitted by applicable law.

In the event of early termination or unilateral cancellation of the Contract by the Client other than as a result of a breach attributable to Open Future, all amounts due in respect of Services already performed, as well as any financial commitments relating to the remaining contractual term, shall become immediately due and payable. Open Future may demand payment thereof upon issuance of an invoice. 

ARTICLE 19 – CONSEQUENCES OF TERMINATION OF THE CONTRACT 

Where the Client uses Software under a direct license granted by the Publisher, termination or expiration of the Contract shall not affect the Client's rights of use under the agreement entered into directly with the relevant Publisher.

Any Custom Developments, adaptations, configurations, parameter settings, tools, software components and other elements developed or implemented by Open Future in connection with the Contract shall remain the property of Open Future, without prejudice to any third-party rights.

Subject to full payment of the corresponding Services, Open Future grants the Client a non-exclusive, non-transferable right to use the Custom Developments created under the Contract, solely for the Client's internal business purposes.

Unless otherwise provided in the Contract, such right of use shall be granted for an unlimited duration. Termination or expiration of the Contract shall not affect this right of use, provided that all sums due in respect of the relevant Services have been paid in full.

The Client shall remain liable to pay Open Future, within fifteen (15) days of the effective termination date of the Contract, all amounts due or remaining payable in respect of Services performed, licenses, subscriptions, services, or contractual commitments in force.

Unless otherwise agreed by the Parties, fees and subscriptions relating to a contractual period already commenced shall remain acquired by Open Future and shall not be refundable. Likewise, any prepaid hours or Time credit acquired by the Client and remaining unused as of the termination date of the Contract shall not be refundable.

Upon termination of the Contract, Open Future shall return to the Client, in accordance with the arrangements agreed between the Parties, the Client's materials, documents and Data held by Open Future in connection with the performance of the Services.

Upon the Client's written request, and subject to applicable legal obligations and technical requirements relating to secure archiving or backup, Open Future shall delete the relevant items within a reasonable period of time.

The confidentiality and personal data protection obligations shall survive termination of the Contract in accordance with its provisions.

ARTICLE 20 – SEVERABILITY 

Should any provision of these General Terms and Conditions be declared null, invalid, unenforceable or ineffective, in whole or in part, by a competent authority or court, such circumstance shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions.

The Parties undertake to replace, in good faith, the affected provision with a new valid and enforceable provision that reflects as closely as possible the original economic and legal intent of the Parties. 

ARTICLE 20 – NON-WAIVER 

The failure of either Party, at any time, to invoke any provision of these General Terms and Conditions or of the Contract, or to require the other Party to perform any such provision, shall not be construed as a waiver of its right to rely upon such provision at a later date.

Any waiver of a right arising under the Contract shall be valid only if expressly made in writing by the Party concerned.

ARTICLE 21 – INSOLVENCY PROCEEDINGS

In the event that insolvency proceedings are opened against the Client, including bankruptcy proceedings, a moratorium, composition proceedings, or any equivalent procedure under applicable law, Open Future may, to the extent permitted by mandatory applicable provisions:

(i) notify the Client and, where applicable, the body or representative appointed in connection with such proceedings, of the termination of the Contract where the continuation of the contractual relationship presents a reasonable risk to its interests;

(ii) claim payment of all amounts due in respect of Services performed up to the effective date of termination, subject to the rules governing the treatment of claims within the relevant insolvency proceedings;

(iii) exercise any rights and remedies available to it under applicable law, including the filing and declaration of its claims in the relevant insolvency proceedings.

Where the exercise of any of the rights provided for in this Article is restricted or suspended by a mandatory provision of the applicable insolvency law, Open Future shall cooperate with the competent authorities or bodies involved in the proceedings in order to preserve its rights.

Should the Services continue after the opening of insolvency proceedings, Open Future may make the continuation of all or part of the Services conditional upon the provision of appropriate guarantees, such as advance payment, a security deposit, or any other form of security reasonably acceptable to Open Future.

ARTICLE 23 – GOVERNING LAW – DISPUTES 

These General Terms and Conditions, as well as any Contract entered into between Open Future and the Client, shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

In the event of any dispute relating to the existence, interpretation, performance, or termination of the Contract, the Parties shall endeavor to resolve the dispute amicably before initiating any legal proceedings.

Failing an amicable resolution within a reasonable period, any dispute shall be submitted to the exclusive jurisdiction of the ordinary courts of the canton in which Open Future has its registered office, subject to any mandatory rules of jurisdiction applicable under law.

This jurisdiction clause shall also apply in the event of plurality of parties, third-party proceedings, interim measures, or conservatory measures, to the fullest extent permitted by applicable law. 

PART B – SPECIFIC CONDITIONS APPLICABLE TO SOFTWARE LICENSES AND ADD-ON MODULES

ARTICLE 1 – ACCEPTANCE OF THE PUBLISHER'S SOFTWARE LICENSE 

Any Software Integration service shall give rise to the grant of Software Licenses, the number of which shall be defined by the Client in the Contract.

Prior to placing any order, the Client undertakes to review and accept the Publisher's applicable license terms and conditions. The Client further undertakes to use the Software in accordance with such terms and conditions and all applicable documentation.

Furthermore, the entry into force of the Contract shall be subject to the Publisher's acceptance of the license order for the Client.

ARTICLE 2 – PUBLISHER COMMERCIAL POLICY

Open Future's partner Publishers shall remain free to modify their commercial, pricing or technical policies. Open Future may pass on to the Client any changes imposed by the Publisher where such changes affect the Services provided under the Contract.

Such changes may relate, in particular, to:

1. License or subscription fees;
2. Fees or penalties imposed by the Publisher due to a payment delay attributable to the Client;
3. The availability of certain software versions, maintenance services or support services;
4. The eligibility conditions or terms of use of the Software.

Open Future shall inform the Client as soon as reasonably possible of any such modification brought to its attention and, where applicable, of its effective date.

Where changes to the Publisher's terms make it impossible to continue the Contract, Open Future may terminate the Contract without incurring any liability as a result of such termination, provided that the Client pays all amounts due up to the effective date of termination of the Services.

Similarly, where the Contract has not yet entered into force and a modification imposed by the Publisher prevents its performance, Open Future may cancel the Contract without compensation. 

ARTICLE 3 – TERM – TERMINATION

Any License Contract that is not terminated within the time limits and in the manner provided for under Article A.3, whether such termination is total or partial, shall remain invoiced to the Client, irrespective of the Client's actual use of the Software.

ARTICLE 4 – CLIENT'S RESPONSIBILITY  

The Client acknowledges that it has verified the suitability of the Software for its own needs and shall remain solely responsible for assessing the relevance of the Software in light of its specific objectives and constraints.

Accordingly, Open Future shall not be held liable for any failure of the Software to meet the Client's particular expectations.

The use of the Software, as well as the use and exploitation of any results obtained through the Software, shall be undertaken under the Client's sole responsibility.

The Client undertakes to actively cooperate with Open Future in order to enable the proper performance of the Services and compliance with the terms and conditions applicable to the licenses granted by the Publishers. 

ARTICLE 5 – NUMBER OF LICENSES 

The subscription agreement shall specify the number of user accounts or access rights subscribed to by the Client, which shall determine the amount of the applicable fees.

The Client undertakes to use the Software or Software Solution in accordance with the number of authorized users and the terms of use defined by the Publisher.

Any creation, modification, or deletion of user accounts must be notified to Open Future as soon as possible. The deletion of accounts during a subscription period shall not give rise to any reduction of the current subscription fees or any refund of fees already invoiced or paid.

Any request to modify the number of user accounts submitted during the three (3) months preceding the subscription renewal date may be subject to a fixed administrative fee of two hundred Swiss francs (CHF 200), unless otherwise provided in the Contract.

ARTICLE 6 – PRICE – PAYMENT

As the price of Software licenses may be established by Publishers in a currency different from that of the Contract, Open Future may convert the price of such licenses into the billing currency applicable to the Client based on the exchange rate in effect on the date of invoicing or license renewal.

Annual license management fees may be charged to the Client where provided for in the Quotation or commercial proposal.

Unless otherwise stated in the Quotation or commercial proposal, Software or Software Solution licenses shall be invoiced annually and payable in advance upon presentation of an invoice.

PART C - COMMON CONDITIONS APPLICABLE TO SOFTWARE INTEGRATION SERVICES AND CUSTOM DEVELOPMENT SERVICES

ARTICLE 1 – BASIC OPERATING PRINCIPLES

The solution provided by Open Future is based on existing Software or a Software Solution whose standard functionalities determine the possibilities for configuration, customization, and future development.

Any adaptations requested by the Client shall be carried out only to the extent permitted by the Software's functionalities, configuration tools, or available development environments.

The Client acknowledges that the possibilities for adaptation, working methods, and conditions of use of the Software Solution depend on the technical characteristics of the relevant Software. This approach is intended to preserve the scalability, functional consistency, and maintainability of the Solution.

Unless expressly provided otherwise in the Contract, Open Future does not guarantee that the user interface, data displays, reports, lists, or generated documents will strictly reproduce the Client's specific models, layouts, or expectations.

Where documents are customized, Open Future shall endeavor to take into account the elements provided by the Client, including its visual identity, within the limits of the functionalities offered by the Software.

ARTICLE 2 – DATA MIGRATION 

Where data migration services are provided under the Contract, such services shall consist of importing the data supplied by the Client into the Software Solution, in accordance with the technical procedures agreed between the Parties.

The Client shall be responsible for extracting the data from its former system and providing such data to Open Future in a usable format. Unless otherwise agreed, the data shall be supplied in standard file formats or in a format compatible with the tools used by Open Future.

Unless expressly stated otherwise in the Quotation, data migration services do not include data cleansing, verification, correction, qualification, deduplication, or restructuring operations. The Client undertakes to provide complete, accurate, and properly formatted data prior to import.

Where data is incomplete, inaccurate, or requires additional processing, any additional work required may be invoiced by Open Future in accordance with the applicable pricing conditions.

ARTICLE 3 – PRE-IMPLEMENTATION TESTING 

The Client may request that testing be carried out prior to the installation of the Software or Software Solution. Such services shall be specified in the Quotation.

Where applicable, testing shall be performed internally by Open Future under normal operating conditions in order to verify the proper functioning of the Software Solution, in accordance with the terms specified in the Commercial Proposal.

Open Future undertakes to correct any anomalies or defects identified during such testing, with the time required for such corrective work being charged against a Time credit previously approved by the Client. 

ARTICLE 4 – DELIVERY OF THE SOFTWARE OR SOFTWARE SOLUTION 

The Client shall be responsible for preparing its technical environment prior to the installation and use of the Software or Software Solution.

The Client undertakes to comply with the hardware, software, network, and technical prerequisites communicated by the Publisher and, where applicable, by Open Future.

Where installation is performed by Open Future, the Client further undertakes to implement, prior to Open Future's intervention, all conditions necessary for the proper performance of the Services, including, in particular, the required access rights, infrastructure, equipment, and system configurations.

The Client shall remain responsible for the compatibility and preparation of its Information System, as well as any interfaces required with its other applications, software, or third-party equipment (including ERP, CRM, document management systems (DMS), databases, telephony systems, or any other business tools).

Open Future shall not be held liable for any delay, malfunction, or inability to perform resulting from the Client's failure to comply with the technical prerequisites or from deficiencies in the Client's environment.

ARTICLE 5 – DELIVERY, INSTALLATION AND ACCEPTANCE

The delivery and installation of the Software Solution shall be carried out in accordance with the terms and conditions set out in the Contract.

From the time the Software Solution is made available to the Client, the Client undertakes to verify its conformity with the functionalities and specifications agreed upon in the Contract and to notify Open Future, within a reasonable period of time, of any anomaly identified.

Failing any reservation or notification of an anomaly within such period, the Software Solution shall be deemed accepted by the Client. 

ARTICLE 6 – SUSPENSION OF SERVICES

The Client undertakes to actively cooperate with Open Future and to provide, within the required timeframes, all materials, information, access rights, and approvals necessary for the proper performance of the Services.

Where a lack of cooperation by the Client prevents or delays the performance of the Services, Open Future may send the Client a written notice requesting that the situation be remedied within thirty (30) days.

Failing remediation within such period, Open Future may suspend all or part of the Services until the required elements have been provided. Such suspension shall be notified to the Client in writing and shall not give rise to any liability on the part of Open Future nor to any penalties or compensation payable by Open Future.

If the Client's lack of cooperation continues for a period of three (3) months following the notice of suspension, Open Future may terminate the Contract as of right, without prejudice to payment of the amounts due for Services already performed and commitments already incurred.

ARTICLE 7 – INTELLECTUAL PROPERTY

Where the Contract provides for the supply of Software or Add-on Modules published by a third party, the Client shall only benefit from a right of use in accordance with the Publisher's applicable license terms and conditions. All intellectual property rights relating to such elements shall remain the exclusive property of the relevant Publisher.

Add-on Modules developed by Open Future, as well as Custom Developments created in connection with the Services, shall remain the exclusive intellectual property of Open Future unless expressly provided otherwise in the Quotation.

Subject to full payment of all amounts due in respect of the relevant Services, Open Future grants the Client a personal, non-exclusive and non-transferable right to use the Add-on Modules and Custom Developments, limited to the Client's internal business needs and to the use of the Software Solution in accordance with the Contract.

Unless Open Future has provided its prior written consent, the Client shall refrain from reproducing, modifying, adapting, distributing, making available to third parties, or commercially exploiting any elements belonging to Open Future.

Where an assignment of rights relating to certain Custom Developments is expressly provided for in the Contract, such assignment shall take effect only upon full payment of all amounts due in respect of such developments.

In all circumstances, Open Future shall retain ownership of its methodologies, tools, generic components, processes, technical knowledge, and know-how developed or used in connection with the Services. Open Future shall remain free to use its experience, knowledge, and generic elements resulting from the Services for its own purposes or for projects performed for third parties, subject to compliance with applicable confidentiality obligations. 

ARTICLE 8 – SERVICE WARRANTY

Open Future does not warrant that the Software or Software Solution will be entirely free from anomalies or defects.

Support and maintenance services may be subscribed to by the Client under the conditions set out in the Contract or the Quotation.

The Client shall notify Open Future of any anomaly identified through the support channel made available to it and shall provide all information necessary for its analysis.

Following review of the request, Open Future may, in particular:

1. Provide the Client with a solution or recommendation enabling the anomaly to be resolved;
2. Perform verification procedures or remote reproduction tests;
3. Escalate the request to the Publisher where the anomaly concerns Software or a third-party component covered by the applicable support conditions;
4. Implement any other appropriate technical solution.

Unless otherwise provided in the Contract, interventions carried out by Open Future for the purposes of analysis, diagnosis, or correction of anomalies may be invoiced in accordance with the rates in force.

Where the resolution of an anomaly falls within the Publisher's responsibility, it shall be handled in accordance with the conditions, timelines, and procedures defined by the Publisher. The Client acknowledges, in particular, that resolution may require the installation of an update, patch, or new version of the Software recommended by the Publisher.

Open Future shall not be held liable for correction timelines or procedures that fall exclusively within the Publisher's responsibility.

PART D - SPECIFIC CONDITIONS APPLICABLE TO MAINTENANCE AND SUPPORT

ARTICLE 1 – DEFINITIONS 

Non-blocking Anomaly: any minor or major operating anomaly allowing partial or full use of the Software's functionalities to continue, even where a workaround procedure is required. 

Blocking Anomaly: any operational anomaly making it impossible to use all or part of the functionalities of the Software. 

Corrective Maintenance: correction of major and minor anomalies in the Software or Software Solution. 

Support: assistance relating to the use of the Software or Software Solution. 

Publisher Maintenance: management of the interface with Software Publishers where an anomaly affects the core software product.

ARTICLE 2 – CORRECTIVE MAINTENANCE AND SUPPORT

The Client may subscribe to a maintenance and support agreement under the conditions set out in the Contract or Quotation. Where such services are provided through a Time credit arrangement, the latter shall become effective on the date specified in the contractual documents.

Open Future shall provide corrective maintenance and support services for the Software or Software Solution in accordance with the terms agreed between the Parties.

In the course of its interventions, Open Future may, in particular, propose a workaround solution, implement a correction where the issue falls within its scope of responsibility, or escalate the request to the Publisher where the anomaly concerns a component falling within the Publisher's responsibility.

Where intervention by the Publisher is required, the request shall be handled in accordance with the conditions and procedures defined by the Publisher. The resolution of an anomaly may, in particular, require the installation of a patch, update, or new version of the Software recommended by the Publisher.

Open Future shall be subject to an obligation of means in connection with maintenance and support services. Its liability shall not be incurred in the event of processing delays, refusal to intervene, or failure to provide a correction resulting from actions or omissions of a Publisher or third party, provided that Open Future has implemented all reasonable means necessary to process the Client's request.

ARTICLE 3 – PROCEDURE

Any request relating to Support or Corrective Maintenance must be submitted to Open Future through the support channels made available to the Client.

Requests must be centralized through the technical contact person designated by the Client in accordance with the provisions of the Contract.

In order to enable the efficient handling of requests, the Client undertakes to provide all information necessary for the analysis of the reported Incident or anomaly.

Requests shall be handled during the support days and hours communicated by Open Future, excluding official public holidays and any periods during which Open Future's offices may be closed, unless otherwise agreed between the Parties.

Open Future shall analyse and prioritize requests according, in particular, to their nature, their impact on the Services, and their level of urgency.

Such prioritization shall not constitute a commitment to any resolution timeframe unless otherwise expressly provided for in the Contract. 

ARTICLE 4 – EVOLUTIONARY MAINTENANCE

Corrective Maintenance services cover only the correction of anomalies affecting the existing operation of the Software or Software Solution in accordance with the functionalities agreed under the Contract.

Unless otherwise expressly provided in the Contract, software updates, version upgrades, functional or technical enhancements, additional functionalities, and any adaptations required as a result of changes to the Software or its environment are not included within Corrective Maintenance services.

Any installation, configuration, adaptation, or consulting services relating to a software update or evolution may be invoiced separately in accordance with the applicable pricing conditions.

ARTICLE 5 – EXCLUSIONS 

• Maintenance and support services do not cover anomalies or malfunctions resulting in particular from:
• A technical environment of the Client that does not comply with the hardware, software, or technical prerequisites necessary for the proper operation of the Software or Software Solution;
• The use, installation, or operation of third-party software, equipment, or services that have not been provided or approved by Open Future;
• Any intervention, modification, or manipulation carried out by the Client or by any unauthorized third party affecting the operation of the Software or Software Solution;
• Any use of the Software or Software Solution by the Client or its users that is not in accordance with the applicable documentation, instructions, or intended use;
• More generally, any circumstance or element falling outside the scope of Open Future's intervention.