General Terms and Conditions of Use and Sale

PREAMBLE

EPwise AG has developed an application in the field of event management to assist companies or public institutions in managing their events. Due to its needs, the Client, identified in the Special Conditions section, is interested in accessing the Wise platform. In this context, the Parties have come together to conclude this agreement.

ARTICLE 1 – PURPOSE

This agreement aims to define the conditions of access to the Wise platform offered by EPwise AG for event management. This agreement may include setup fees and customization costs to adapt the Wise platform to the Client’s visual identity.

ARTICLE 2 – CONTENT

Content of the access rights to the Wise platform. Details described under point 2. The setup services include adapting the Wise platform to the Client’s visual identity. Setup and customization fees entitle the Client to the following services:
– Design of the user and client interface according to the Client’s specific requirements and selection criteria. (1) One adjustment of these criteria after the test phase is included.
– 1st month test phase, then account activation, automatic responses, and database creation for the Client.
– Adaptation of the Wise platform layout to the Client’s visual identity.

ARTICLE 3 – TERM OF THE AGREEMENT

Access rights to the Wise platform are granted for a duration specified in point 4. Unless terminated under the conditions provided in Article 14 below, it will be renewed tacitly. Setup and customization fees are not automatically renewed.

ARTICLE 4 – PRICE OF ACCESS RIGHTS AND ADDITIONAL SERVICES

The agreement is entered into upon payment of the price based on the applicable rate at the date of signing. The price list for this Agreement is shown in point 2 of this document. Prices are exclusive of VAT.
Indexation: The access fee is indexed annually according to the Swiss Consumer Price Index published by the FSO (Federal Statistical Office, base index 100 – December 2018). Indexation applies from the 3rd year, based on the annual variation recorded during the calendar year of the start of the contract (first time), then year after year.

ARTICLE 5 – PAYMENT OF ACCESS RIGHTS AND ADDITIONAL SERVICES

Unless otherwise agreed, payments must be made within 20 days of signing this Agreement. In case of late payments, interest at an annual rate of 7.5% will be applied to outstanding amounts, and the Agreement may be terminated automatically under the conditions of Article 13 below. Any additional services requested by the Client will be charged at CHF 150 per working hour.

ARTICLE 6 – PAYMENT CONDITIONS

Access rights: Payment must be made within the period specified in point 6, upon receipt of the invoice. EPwise AG will provide access codes to the Wise platform once payment has been received.

ARTICLE 7 – CONFIDENTIALITY OBLIGATION

As part of the services provided under the Agreement, EPwise AG undertakes to maintain strict confidentiality towards the Client.

7.1 Scope of the confidentiality obligation
The confidentiality obligation of EPwise AG covers:
– All documents and information relating to event management communicated by the Client.
– Any elements and information communicated during discussions or meetings between EPwise AG and the Client.
– Any elements and information of which EPwise AG may become aware while performing its obligations under this Agreement.

7.2 Application of the confidentiality obligation
Processing and use of Confidential Information
EPwise AG expressly undertakes:
– Not to use, directly or indirectly, in any way and for any purpose, the Confidential Information for its own benefit or for the benefit of third parties, other than for the proper execution of the Agreement.
– To disclose Confidential Information only to its employees or advisers directly involved in the execution of the Agreement, and to take all necessary measures to prevent disclosure in any form.

Reproduction of Confidential Information
EPwise AG expressly undertakes:
– Not to copy or allow copying, by any means, in whole or in part, of materials containing Confidential Information, except where directly necessary for the proper execution of the Agreement, without the prior written consent of the Client.
– To subject Confidential Information to the same protection measures as its own most sensitive documents.

7.3 Return of Confidential Information
Confidential Information and related materials are and shall remain the property of the Client and must be returned at the Client’s first request.

7.4 Breach of confidentiality
Any breach by EPwise AG of the obligations described herein may result in automatic termination of the Agreement under Article 14 below.

7.5 Duration
The confidentiality obligation shall survive the termination of the Agreement, regardless of its cause.

7.6 Data ownership
All data present in the Wise software (client information, images, logos, etc.) belong to the Client. EPwise AG has no rights to use or transfer this data and may only consult it with the Client’s authorization.

ARTICLE 8 – LIABILITY AND WARRANTY

8.1 EPwise AG is bound by an obligation of means. The Client acknowledges being solely responsible for decisions made based on information provided by EPwise AG under the Agreement.

8.2 Services provided by EPwise AG are strictly reserved for the Client.

8.3 Accordingly, the Client is solely responsible for access to information provided by EPwise AG, including:
– Management of access codes.
– List of authorized users.
– Communication of documents and information required for data updates.

8.4 EPwise AG shall not be liable in cases of force majeure (e.g., legal changes, government acts, war, social conflicts, major accidents, etc.).

8.5 If the Wise platform presents defects recognized by EPwise AG, a discount may be granted corresponding to their severity. Liability is limited to direct damages. EPwise AG shall not be liable for indirect damages or loss of Client data.

8.6 EPwise AG is not liable for misuse of the Wise software (any use outside the scope of event management).

ARTICLE 9 – BROWSER COMPATIBILITY

The Wise software is compatible with: Firefox 44+, Chrome 43+, Safari 9+, Internet Explorer 11+, Opera 9.63+. Other browsers may cause display issues. Users accessing Wise mini-sites with outdated browsers will see an incompatibility warning.

ARTICLE 10 – SUPPORT

EPwise AG provides free support during the subscription period, via phone and, if necessary, on-site visits where issues cannot be resolved remotely.

ARTICLE 11 – CLIENT OBLIGATIONS

11.1 The Client must pay the full contract price within 20 days of signing. Failure may lead to termination under Article 13.
11.2 The Client must provide EPwise AG with all documents and information necessary to perform the services.
11.3 The Client must ensure proper management of access codes and inform EPwise AG of authorized users.

ARTICLE 12 – ASSIGNMENT

No rights or obligations may be transferred without prior written consent of the other Party.

ARTICLE 13 – RIGHT OF USE

Access rights to the Wise platform are unlimited but restricted to the Client’s internal use. Third-party use is prohibited. Violation may lead to termination under Article 14.

ARTICLE 14 – TERMINATION

Termination requires three (3) months’ notice by registered letter. Immediate termination may occur in cases of violation of Articles 7.4, 11.1, or 12. After termination, data is deleted unless the Client requests its return.

ARTICLE 15 – NOTICES

Notices must be sent by registered letter with acknowledgment of receipt. Address for EPwise AG: 21 rue du Clos, 1207 Geneva. For the Client: address in the commercial register.

ARTICLE 16 – INTELLECTUAL PROPERTY

EPwise AG owns all rights to the Wise application, including its source code. Reuse, copying, or distribution is prohibited. The Client must ensure no violation of intellectual property rights.

ARTICLE 17 – MISCELLANEOUS AND JURISDICTION

This document constitutes the full agreement between the Parties. It may be amended only in writing. The Agreement is governed by Swiss law. Jurisdiction: Geneva.