GENERAL TERMS AND CONDITIONS – TARELIO 1. Company Information These General Terms and Conditions (the “Terms”) govern the use of the “Tarelio” software solution (the “Service”) provided by: Tarelio Sàrl Chemin de Clamogne 27 1170 Aubonne, Vaud Switzerland 2. Scope, Acceptance and Contractual Documents These Terms apply to all services provided by Tarelio Sàrl to its business customers (the “Client”). The contract enters into force on the earliest of the following dates: (i) signature of a commercial offer or contract; (ii) written confirmation by Tarelio Sàrl; or (iii) activation of the Client's account or first access to the Service. These Terms prevail over any conflicting terms of the Client, unless expressly agreed otherwise in writing by Tarelio Sàrl. The Client acknowledges having read and accepted these Terms without reservation. The processing of personal data in connection with the Service is also governed by Tarelio's Privacy Policy and, where Tarelio processes personal data on behalf of the Client, by Tarelio's Data Processing Agreement (the “DPA”). In the event of any conflict between the applicable contractual documents, they shall be interpreted according to the following order of priority: 1. these Terms; 2. the DPA; 3. the Privacy Policy; 4. the commercial offer, order form or any other applicable commercial document. However, any provision of a contractual document expressly stating that it takes precedence over one or more other contractual documents shall prevail over the above order of priority with respect to the matter concerned. 3. Description of the Service Tarelio provides a cloud-based software solution for operational and administrative management, including in particular project management, planning, time tracking, timesheets, approvals, invoicing, payment tracking and other functionalities related to business operations. The Service is accessible through web interfaces, including as a progressive web application (PWA), and may include data export functionalities, including CSV or Excel formats. Additional functionalities, such as APIs, may be introduced in the future. The Service may include functionalities based on artificial intelligence (“AI”), including in particular: * extraction of structured data from documents, such as invoices; * generation of automated summaries or transcriptions; * content suggestions or data processing assistance. All functionalities of the Service are considered an integral part of the platform. The Service is provided strictly as a tool. 4. AI Disclaimer and Client Responsibility The Client expressly acknowledges and agrees that: * artificial intelligence-based functionalities are probabilistic in nature and may generate inaccurate, incomplete, inconsistent or misleading results; * results generated by the Service are provided solely for operational assistance and informational purposes. Such results do not constitute: * accounting advice; * legal advice; * financial advice; * or any other form of regulated professional advice. The Client remains solely and fully responsible for: * verifying all data extracted, processed or generated by the Service; * validating all financial, accounting, contractual or operational information before any use or decision; * compliance with applicable laws and regulations. Tarelio disclaims any liability arising from: * the use of AI-generated results; * errors in the extraction or interpretation of data; * decisions made on the basis of the Service. 5. Access, User Accounts and Use Access to the Service is granted on a non-exclusive, non-transferable and revocable basis. The Client undertakes to: * assign an individual account to each authorised user; * strictly prohibit the sharing of login credentials; * take reasonable measures to protect its users' credentials and authentication methods; * ensure that all users comply with these Terms; * notify Tarelio without undue delay if it becomes aware of or suspects any unauthorised use of an account, compromise of credentials or other security incident relating to the use of the Service. The Client shall not, directly or indirectly: * reverse engineer, decompile or attempt to access the source code of the Service; * copy, reproduce or create derivative works from the Service; * use the Service to develop a competing product or service; * use the Service to train or supply competing systems, including AI models; * resell, sublicense or commercially exploit the Service without authorisation; * use the Service for unlawful or fraudulent purposes; * upload, store, transmit or process through the Service any content whose possession, distribution, processing or use is contrary to applicable law or infringes the rights of third parties, including child sexual abuse material, fraudulent or malicious content, or content infringing third-party intellectual property, personality or data protection rights. The Client remains responsible for all data, documents and content uploaded, entered, transmitted or processed through the Service by the Client or its users. Where there is a reasonable suspicion of unlawful, fraudulent or rights-infringing use, Tarelio may suspend access to the Service, block or remove the relevant content and take any measures reasonably necessary to protect the Service, its users or third parties. Where required or permitted by law, Tarelio may also cooperate with competent authorities and provide them with the necessary information. The Client is responsible for all activities carried out through its accounts. 6. Subscription, Seats, Pricing and Payment The Service is provided under a subscription entered into at the level of the Client's company. Use of the Service is billed based on user seats (“Seats”). A Seat corresponds to the ability to activate one user account in the Service. The Client may combine two billing methods: * **Annual Seats**, paid in advance for the current contractual period and benefiting from the applicable annual rate; * **Monthly Seats**, billed monthly in arrears at the applicable monthly rate. The applicable rates are those agreed with the Client in the commercial offer, contract or any other applicable contractual document. 6.1 Active User Accounts A user account is considered active when it is enabled in the Service, regardless of whether the user actually uses or logs into the Service. When a user account is deactivated, its data may be retained in accordance with these Terms and the applicable DPA, but the user no longer has access to the Service and the account is no longer considered active. A reactivated account is considered active again as soon as it is reactivated. 6.2 Annual Seats Annual Seats are acquired by the Client for the remaining duration of the current contractual period. They are not permanently assigned to any particular user and may be freely reassigned among the Client's users. The deactivation or departure of a user does not result in any reduction, refund or credit relating to an Annual Seat already acquired. The Seat remains available for assignment to another user until the end of the contractual period. Where an additional Annual Seat is acquired during a contractual period, it is billed pro rata according to the number of months remaining until the end of that period. Any month commenced is billed in full. The month during which the Annual Seat is activated is therefore included in the pro rata calculation, regardless of the exact activation date. Before billing an additional Annual Seat, Tarelio takes into account the number of Annual Seats already acquired by the Client. No additional Annual Seat is billed where an Annual Seat already paid for is available. The number of Annual Seats may not be reduced during the current contractual period. 6.3 Monthly Seats Annual Seats are always applied first to cover active user accounts. At the end of each month, Tarelio determines the maximum number of user accounts that were simultaneously active during the relevant month. The number of Monthly Seats billed corresponds to the positive difference between: * the maximum number of user accounts simultaneously active during the month; and * the number of Annual Seats already acquired for the current contractual period. Where several users successively use the Service during the same month without increasing the maximum number of simultaneously active accounts, they do not result in the billing of multiple Monthly Seats. Monthly Seats are billed monthly in arrears. Nouveau 6.4 — Applicable Pricing Tier 6.4 Applicable Pricing Tier The applicable pricing tier is determined exclusively by the number of Annual Seats acquired by the Client. The number of Monthly Seats used or billed does not affect the applicable pricing tier. Where the Client has no Annual Seats, the first pricing tier applies to Monthly Seats. The price applicable to Monthly Seats for a given calendar month is the price corresponding to the pricing tier determined by the number of Annual Seats owned by the Client at the end of that month. Where the Client purchases additional Annual Seats and thereby moves into a different pricing tier: Annual Seats previously acquired retain the price at which they were invoiced for the current contractual period and are not subject to any retroactive refund, credit or price adjustment; newly acquired Annual Seats are invoiced at the Annual Seat price corresponding to the new pricing tier, subject to the pro rata rules set out in these Terms; all Monthly Seats for the relevant month are invoiced at the Monthly Seat price corresponding to the new pricing tier. The applicable prices for each pricing tier are those set out in the commercial offer, contract or other pricing terms applicable to the Client. 6.5 Seat Conversion The Client may convert a Monthly Seat into an Annual Seat at any time. Where such conversion takes place during a month: * the Annual Seat is billed pro rata for the months remaining in the contractual period, with the current month billed in full; * the relevant Seat is not also billed as a Monthly Seat for the same month. An Annual Seat already acquired may not be converted into a Monthly Seat during the current contractual period. The Client may, however, reduce the number of Annual Seats for the following contractual period in accordance with Article 7. 6.6 Minimum Billing Throughout the term of the contract, the Client is required to pay for at least one (1) Seat. Where the Client has no Annual Seat, at least one Monthly Seat is billed for each month of the contractual period, even if there is no active user account. Where the Client has at least one Annual Seat, this minimum requirement is deemed satisfied. 6.7 Invoicing and Payment All prices are expressed in Swiss francs (CHF), excluding VAT unless otherwise stated. Annual Seats are billed in advance. Monthly Seats are billed in arrears after the use of the Service during the relevant month has been determined. Invoices are payable within the payment period stated on the invoice. Tarelio reserves the right to require advance payment in specific circumstances, including repeated late payment, and to make access to the Service conditional upon full or partial payment of amounts due. In the event of late payment, Tarelio reserves the right, without prejudice to its other rights and remedies: * to suspend access to the Service; * to charge default interest at a rate of 5% per annum in accordance with Article 104 of the Swiss Code of Obligations; * to charge reasonable reminder and administrative fees. 7. Term, Renewal and Termination 7.1 Contract Term The contract is entered into for an initial term of twelve (12) months. The calendar month during which the Service is activated constitutes the first month of the contractual period and is counted in full, regardless of the exact activation date. The contractual period consists of twelve consecutive calendar months, including the month of activation. Unless terminated in accordance with this Article, the contract automatically renews for successive periods of twelve (12) months. 7.2 Renewal of Annual Seats Upon each renewal of the contract, the number of Annual Seats acquired for the previous contractual period is renewed by default for the new contractual period. The Client may, however, increase or decrease the number of Annual Seats it wishes to retain for the following contractual period. This configuration may be changed until the beginning of the new contractual period. The number of Annual Seats recorded immediately before the start of the new contractual period determines the number of Annual Seats billed for that new period. If the Client does not modify this configuration, the number of Annual Seats from the previous contractual period is automatically renewed. In all cases, the Client must retain at least one (1) billable Seat throughout the new contractual period. This minimum may be covered by an Annual Seat or, failing that, by a Monthly Seat. 7.3 Termination by the Client The Client may prevent renewal of the contract by giving written notice of termination to Tarelio at least ninety (90) days before the end of the current contractual period. Termination takes effect at the end of the current contractual period. A termination notice given less than ninety (90) days before the end of the current contractual period takes effect only at the end of the following contractual period. Termination does not affect amounts already invoiced or remaining due in respect of the current contractual period. Annual Seats already invoiced are not subject to any refund or credit solely because of termination, a reduction in the number of users or cessation of use of the Service before the end of the contractual period. Until the effective termination date, the Client remains required to pay for at least one (1) Seat in accordance with Article 6.6. 7.4 Termination by Tarelio Tarelio may terminate the contract at the end of the current contractual period by giving the Client at least ninety (90) days' written notice. Tarelio nevertheless reserves the right to terminate the contract with immediate effect or suspend access to the Service in the event of: * a material breach of these Terms; * non-payment of amounts due; * abusive, fraudulent or unlawful use of the Service; * violation of applicable laws or regulations; * a security risk affecting the Service, its users or third parties. 7.5 End of the Service On the effective termination date, access to the Service ends. Any outstanding invoices, claims or other amounts due remain payable after termination of the contract. The return, retention and deletion of the Client's data following termination of the contract are governed by these Terms and the applicable DPA. 8. Onboarding, Training and Additional Services Onboarding, training and data migration services may be offered separately and may be subject to additional charges. Initial training may be included in onboarding where contractually agreed. Additional services, including in particular: * advanced training; * personalised support; * data migration; * specific configuration; are billed separately. Tarelio provides documentation and user manuals without guaranteeing any specific level of performance, adoption or operational outcome. 9. Data Ownership and Retention The Client retains full ownership of the data it enters or processes through the Service. Tarelio retains all intellectual property rights relating to: * the Service; * its architecture; * its functionalities; * the associated software, interfaces and technologies; * documentation and materials developed by Tarelio. Upon termination of the contract: * Tarelio retains the Client's data for a maximum period of sixty (60) days, unless the Client requests earlier deletion or a legal or regulatory obligation requires longer retention; * the Client may request an export of its data in a format determined by Tarelio; * following deletion, the data is permanently erased and cannot be recovered, subject to temporary technical backups and applicable legal retention obligations. 10. Confidentiality Each party undertakes to preserve the confidentiality of confidential information obtained from the other party in connection with the contractual relationship. Confidential information includes in particular non-public commercial, financial, technical, operational or strategic information, as well as documents, data, methods, processes, information concerning customers, suppliers, employees, prices, margins, projects or activities of the other party. Each party undertakes to: * use confidential information only to the extent necessary for the performance of the contract; * not disclose such information to third parties except where necessary for the performance of the contract or required by law; * restrict access to employees, service providers and subcontractors who need to know such information and who are subject to appropriate confidentiality obligations. Information shall not be considered confidential if it: * was already lawfully known to the receiving party; * is or becomes publicly available without breach of the contract; * is lawfully obtained from a third party without an obligation of confidentiality; * is independently developed without use of the other party's confidential information. Where disclosure is required by law or by a competent authority, the relevant party may disclose the information to the extent required. The obligations under this Article shall survive termination of the contract for as long as the relevant information remains confidential. 11. Availability and Support Tarelio undertakes to provide the Service on a reasonable efforts basis. Tarelio does not guarantee continuous, uninterrupted or error-free access to the Service. The Client acknowledges that: * the Service may be temporarily unavailable due to maintenance, updates or technical incidents; * interruptions may result from third-party providers or external infrastructure. Any indication of availability is provided for informational purposes only and does not constitute a service level agreement (SLA). Support is provided on a reasonable efforts basis and may include AI-assisted responses. No response or resolution time is guaranteed unless otherwise agreed in writing. 12. Hosting, Data Protection and Subprocessors The Service relies on third-party infrastructure and providers, including in particular: * Amazon Web Services (AWS); * Microsoft Azure; * Vercel; * artificial intelligence providers such as OpenAI. The processing of personal data carried out by Tarelio on behalf of the Client is governed by the applicable DPA. The Client acknowledges and agrees that its data may be hosted or processed by providers and subprocessors necessary for the provision of the Service, in accordance with the DPA and applicable law. Tarelio may engage and replace subprocessors subject to the conditions set out in the DPA. 13. Client Indemnification The Client is responsible for the lawfulness of all data, documents and content entered, uploaded, transmitted, stored or processed through the Service by the Client or its users. To the extent permitted by applicable law, the Client agrees to indemnify and hold Tarelio harmless from any claim, demand, proceeding, damage, penalty, loss or reasonable cost, including reasonable legal fees, arising directly from: * content or data provided or processed by the Client or its users in breach of applicable law or third-party rights; * fraudulent, unlawful or abusive use of the Service by the Client or its users; * a breach by the Client of its obligations under these Terms; * any third-party claim relating to content uploaded, stored, transmitted or processed by the Client through the Service. This obligation shall not apply to the extent that the claim or damage results from fault attributable to Tarelio. Tarelio shall inform the Client within a reasonable period of any claim falling within this Article and, to the extent reasonably possible, provide the information necessary for the Client's defence. 14. Liability To the maximum extent permitted by applicable law, Tarelio's total aggregate liability, regardless of the basis of the claim, is limited to the total amount paid by the Client during the twelve (12) months preceding the event giving rise to the damage. Tarelio shall not be liable for: * indirect or consequential damages; * loss of profit; * loss of revenue; * loss of business opportunities; * loss, corruption or inaccuracy of data; * business interruption. The Client remains solely responsible for: * use of the Service; * accuracy and validation of data; * compliance with applicable laws and regulations. These limitations shall not apply in cases of gross negligence, wilful misconduct or where liability cannot be excluded or limited under applicable law. 15. Amendments Tarelio reserves the right to modify, develop or update the Service at any time, provided that such modifications do not substantially deprive the Client of the essential functionalities agreed upon. Tarelio may modify its prices by giving at least one hundred (100) days' prior notice before the end of the current contractual period. Price changes shall take effect from the beginning of the following contractual period. A Client who does not accept a price change may terminate the contract in accordance with the procedure and notice period set out in Article 7.3. If the Client does not terminate the contract within the applicable notice period, the new price shall apply from the renewal of the contract. Tarelio may update these Terms. In the event of a material amendment to these Terms, the Client will be informed within a reasonable period before the amendment takes effect. Continued use of the Service after the new terms take effect constitutes acceptance of those terms. 16. Commercial References Unless the Client objects in writing, Tarelio may use: * the Client's name; * its logo; * a general reference to the commercial relationship; for commercial and marketing purposes. 17. Assignment The Client may not assign, transfer or otherwise dispose of the contract, in whole or in part, without Tarelio's prior written consent. Tarelio may assign or transfer the contract in connection with a restructuring, merger, acquisition, transfer of business or similar transaction, subject to compliance with applicable obligations. 18. Communications and Notices Unless a particular form is required by law, any communication or notice under these Terms may be made electronically. Sending an email satisfies any requirement under these Terms for a notice or communication to be made “in writing”. Communications sent by Tarelio to the email address provided by the Client shall be deemed validly made. The Client is responsible for keeping its contact details, including its contact email address, up to date and for notifying Tarelio of any changes. 19. Force Majeure Tarelio shall not be liable for any failure or delay in performing its obligations resulting from an event beyond its reasonable control, including in particular: * natural disasters; * fire or flooding; * armed conflicts or civil unrest; * cyber incidents; * infrastructure failures; * third-party service outages; * telecommunications or power interruptions; * governmental decisions or measures taken by a competent authority. 20. Final Provisions and Severability If any provision of these Terms is declared wholly or partially null, invalid or unenforceable, the remaining provisions shall remain in full force and effect. To the extent possible, the invalid or unenforceable provision shall be replaced or interpreted in a manner that most closely reflects its original legal and economic purpose, within the limits permitted by applicable law. Tarelio's failure or delay in exercising any right under these Terms shall not constitute a waiver of that right. 21. Governing Law and Jurisdiction These Terms are governed by Swiss law. The exclusive place of jurisdiction is the Canton of Vaud, Switzerland, subject to any mandatory jurisdictions provided by law. The French version of these Terms shall prevail.