General Terms and Conditions

These general terms and conditions ("GTC") govern the contractual relationship between Cheel SA ("the Supplier") and its clients ("Client"). By registering, creating a user account, or purchasing any services from Cheel, the Client unconditionally accepts the GTC. The Client also accepts any modifications and additions that form an integral part of the contract unless the Client objects within a 14-day period.

Contract Object

The Supplier develops and markets business software ("Cheel") and web services to its clients. The Supplier grants the Client a non-exclusive and non-transferable right to use the Cheel software during the contract period. Any form of providing the software to third parties is expressly prohibited unless explicitly authorized in the current service description or approved in writing by the Supplier.

Data Hosting Service

If the Client chooses to host its data with the Supplier, a defined storage space (see service conditions) will be allocated on a server. The Client:

• Commits not to store any content on the storage space that violates applicable law or agreements with third parties.
• Owns its data and may demand that the Supplier transmit its data (excluding the software) during the contract period. The data is transmitted electronically in the format used by the Supplier.
• The Supplier may charge for the data transfer service (see service conditions).

The Supplier:

• Ensures that client data is accessible within technical possibilities.
• Reserves the right to interrupt servers for technical maintenance. Whenever possible, the Supplier informs clients promptly about the nature and duration of the intervention.
• Regularly backs up data and takes appropriate precautions against data loss within technical possibilities.

After contract termination, the Client can request data communication for one month. The Supplier is not obligated to store or secure Client data beyond this period. If the Client demands data communication after the one-month deadline and the data is still available with the Supplier, the Supplier will transmit the data to the Client upon payment of the actual costs incurred.

Collaboration with a Third Party

By granting access rights to third parties, the Client expressly accepts that the Supplier may make all shared data available to the authorized third party or provide them with access to such data. The Supplier assumes no responsibility for the third party's treatment of data (e.g., an accountant or trustee).

Bank Connector

The Supplier provides its Clients with a connector for electronically exchanging information with their banks. The Client is solely responsible for managing e-banking contracts, granting or denying access, and protecting access to the bank connector for all its banks. Upon terminating the Cheel account, the Client is responsible for canceling access to the bank connector. The Supplier has the right to limit the use of the bank connector for certain Clients without notice or suspend it for specific Clients. Additionally, the Supplier reserves the right to terminate the use of the bank connector and banking services at any time.

Support

The Supplier provides support by phone or in writing (according to the Client's chosen method) for questions related to the Cheel software during the published opening hours on Cheel.ch. The Supplier responds as promptly as possible to Client inquiries.

Accessibility

The Supplier notifies the Client of maintenance work and carries it out as quickly as possible. The Supplier strives to ensure the highest possible availability of the Cheel software.

Client's Obligations

The Client is solely responsible for:
- Content generated, transmitted, or used by themselves and their created users.
- System configuration required for Cheel software use (especially hardware and software).
- Data entry and processing.
- Protecting access to their data.
- Regular backups, in addition to those possibly performed by the Supplier.
- Checking data and information for viruses and other malicious programs before downloading, using suitable and up-to-date antivirus protection.
- Preventing unauthorized access to the software by taking appropriate precautions.
- Informing employees of existing intellectual property rights and ensuring their compliance, preventing employees from transmitting access data to third parties.
- Keeping login credentials confidential and not allowing third-party access.
- Reporting any unauthorized use of login credentials or any other security breach promptly to the Supplier. If necessary, the Supplier will change the Client's username and password in agreement with the Client.
- Taking all necessary measures to safeguard or improve data, software, and network connection security within their discretion. The Client agrees, in particular, to change their password regularly, at least every sixty (60) days.
- Keeping personal data updated in their Cheel account, including residence/domicile address, email address for notifications and invoices, and phone number(s).
- Backing up and retrieving data within one month following the termination of the contractual relationship, considering that the Supplier may irreversibly delete all Client data one month after contract termination.

If the Client violates any specified obligations in these GTC or other contractual provisions, the Supplier is authorized to temporarily or permanently restrict or block the Client's Cheel account and access to all Supplier services.

Payment for Subscribed Services

The Client agrees to pay the agreed-upon price to the Supplier in advance for subscribed services. The Supplier will send the Client an electronic invoice for subscribed services to the email address registered as the billing address. The Supplier reserves the right to modify rates and/or service content at any time. If the Client does not wish to continue the contract, they can terminate it within 14 days from the date of the modification.

In case of late payment, the Supplier has the right to temporarily block the Client's Cheel account. In this case, agreed-upon fees remain fully payable, including during the restricted period. Service access will be reactivated upon receipt of payment for outstanding invoices.

Guarantee and Liability

The Supplier guarantees the proper functioning and availability of subscribed services, as outlined in these GTC. Within legal provisions, the Supplier disclaims all liability to the Client (or any third party), particularly regarding the fulfillment of contractual and non-contractual obligations and data loss (including negligence). This exclusion of liability also applies to damages resulting directly or indirectly from the use of Cheel software.

Any Supplier guarantee and liability are entirely excluded to the extent permitted by law. This exclusion of warranty and liability applies especially in cases of intentional damage and gross negligence. In all cases, regardless of the basis of liability, the Supplier's liability is limited to the amount of monthly license fees for the last twelve months preceding the damage.

The guarantee of functional and operational availability, as well as liability related to software and services from third-party providers, is entirely excluded to the extent permitted by law.

Contract Duration
The contractual relationship begins with the Client's registration and service order. The contractual relationship is concluded for an indefinite period. Consequently, the subscription subscribed by the Client (monthly subscription, annual subscription, etc.) is automatically extended for a new billing period until the contractual relationship is terminated according to this chapter.

The parties have the option to terminate the contractual relationship with one month's notice at the end of the current billing period of the subscribed subscription (monthly, annual, etc.). Any contrary provisions regarding notice periods are reserved (especially in the context of special operations).

Termination Terms

Contract termination must be initiated online from the Client's Cheel account. Once the termination request is made, the Supplier sends an email containing a confirmation link to the Client. After receiving this confirmation from the Supplier, the Cheel account is blocked at the end of the one-month notice period for the relevant billing period. The date of receipt of the termination confirmation by the Supplier is decisive for the termination date.

The parties are free to invoke immediate termination of the contract for just cause. The Supplier essentially recognizes, as just cause for immediate termination of this contract, the following circumstances:

- If the Client goes bankrupt or a bankruptcy petition for lack of assets is filed against them.
- If the Client has been instructed to fulfill payment obligations under their contractual obligations and is in default of payment for at least one monthly fee, and if they are granted an additional two-week grace period, with all efforts remaining in vain.
- If, through the use of contracted services, the Client faultily violates applicable legal rules or infringes on third-party rights in copyright, intellectual property, or naming rights.
- If the Client seriously breaches obligations according to these GTC or other contractual provisions.
- In the event of the Client using the services for criminal, illegal, and ethically questionable purposes.

In the event of the death of the owner of a sole proprietorship, the Supplier is generally authorized to disclose the data of the sole proprietorship to authorized persons (especially family members and trustees). This disclosure is subject to the existence of a legitimate interest (succession planning, estate division, etc.). Furthermore, if there is a legitimate interest, the Supplier may grant an authorized person access to the relevant Cheel account or transfer the account to such a person (e.g., an heir). If doubts persist about the legitimacy of this interest or if multiple parties make divergent claims, the Supplier may refuse data disclosure or other measures.

Communications

All communications must be sent by postal mail or email to the addresses specified by the Client in their Cheel account and by the Supplier on the website, unless a stricter and more imperative mode of communication is provided for in the contract or by law. The Client is obliged to promptly inform the Supplier of any changes in address (including email address) or to modify their registered addresses in their Cheel account; otherwise, communications to the last known address will be deemed to have been legally received.

Data Protection and Confidentiality

The Supplier guarantees the non-transferability of Client data to third parties. The Supplier commits to maintaining complete confidentiality regarding information belonging to the Client and not to disclose this information to third parties, except for the transmission of information necessary for the contractual obligations of the Supplier. The Supplier must comply with applicable data protection legislation.

Intellectual Property Rights

All intellectual property rights to the Supplier's services, especially Cheel software and the website, remain the property of the Supplier.

Safeguard Clause

If any provision of this contract is or becomes invalid or unenforceable, this does not affect the validity of the remaining provisions. In this case, the parties will replace the invalid provision with a new provision in compliance with the law, the meaning, and the economic effect of which are as close as possible to those of the invalid provision. The parties will proceed in the same way in the case of an obvious gap.

Applicable Law and Jurisdiction

This contract, including matters related to its conclusion and validity, is governed by Swiss law, excluding conflict of law rules and international agreements. The exclusive jurisdiction for all disputes arising from or in connection with this contract, or related to the subject matter of this contract, including issues related to conclusion, validity, or invalidity, obligations, implementation, modifications or additions, violation, or termination of the contract, is the seat of the Supplier.

Supremacy

In case of inconsistencies between the French version of these GTC and their annexes and a version in another language, the French version prevails.

Cheel SA
Av. de la Gare 66
1920 Martigny
Switzerland