GENERAL TERMS AND CONDITIONS

Art. 1 Subject matter and scope

1. These general terms and conditions (“GTC”) govern the granting of licences to use the “SovIA” software solution (the “Solution”) in SaaS mode by ProximA-i LegalTech SA (the “Provider”).
2. The Solution is reserved for professional use. By accepting these GTC, the Client declares that it is acting in a professional capacity or on behalf of a company, a firm, an organisation or an authority, and not as a consumer.
3. The contract is concluded by signing a licence contract (the “Contract”) or by subscribing to an offer online, which entails acceptance of these GTC and of the Data Processing Agreement (“DPA”).
4. In the event of any inconsistency, the order of priority is as follows: the Contract, the DPA, then these GTC.
5. The Client’s general terms and conditions do not apply, unless expressly accepted in writing by the Provider.

Art. 2 Definitions

• Client: the legal entity or the professional that concludes the Contract with the Provider.
• User: the natural person authorised by name by the Client to use the Solution.
• Client Data: any information submitted in the Solution by the Client or its Users (“Input”), including uploaded documents and voice recordings, as well as the answers generated (“Output”).
• DPA: the Provider’s Data Processing Agreement, which forms an integral part of the Contract.
• Token: elementary unit of text processed by AI models, used to measure the use of the Solution.
• FADP: the Federal Act of 25 September 2020 on Data Protection (SR 235.1).

Art. 3 The Solution

1. SovIA is an artificial intelligence assistant intended for professionals and businesses, enabling in particular: legal research in the sources of Swiss legislation and case law integrated into the Solution, with citation of sources; the analysis and summary of the documents and data submitted by the User; translation; the transcription of dictations and voice memos; assistance with drafting documents; assistance with routine administrative tasks, such as drafting letters and e-mails.
2. Subject to para. 3, the Solution runs exclusively on infrastructure located in Switzerland, owned by the Provider and under its exclusive control. All stages of the processing of Client Data are carried out there — in particular hosting and backups, AI model inference, the computation of vector representations (embeddings), the re-ordering of results (reranking), vector search, speech transcription and document analysis. No third-party provider, whether a cloud service or any other IT service, processes or has access to Client Data. The full data protection regime is set out in the DPA.
3. Internet search. To supplement its answers, SovIA may carry out searches using public search engines, as the User would do from their own browser: only the search keywords reach them, never the documents or the conversations, and the searches carried out are shown with the answer. These searches go through a relay operated by the Provider, so that the search engines do not know who is carrying them out. On simple request from the Client, the Provider disables Internet search for all of its Users.
4. Nature of the results. The content generated by the Solution is probabilistic in nature. It may be inaccurate, incomplete or out of date, and in particular contain erroneous content or non-existent references. It does not constitute legal advice. The User systematically verifies it on the basis of official sources or the original documents before any use.
5. The installation of the Solution on infrastructure of the Client is subject to a separate specific contract.

Art. 4 Account, access and authentication

1. Access to the Solution requires an active account. Each User has personal credentials; a subscription is taken out for each User, each being a separate natural person.
2. Authentication includes an enhanced mechanism (two-factor verification by one-time code or TOTP application, depending on the configuration). A strictly technical session cookie is used to maintain the authenticated session.
3. The person who concludes the contract on behalf of an entity declares that they have the necessary authority to bind it.
4. Access from outside the Client’s organisation is possible if the User meets the authentication requirements; the Client’s internal security policy is not the responsibility of the Provider.
5. The Client keeps the list of its Users up to date and informs the Provider of any addition or removal of a User. If several natural persons use the same account in breach of Art. 5 para. 5 let. b, the Provider reserves the right to invoice a fee for each of them, from the start of such use.

Art. 5 Obligations of the Client

1. The Client uses the Solution in accordance with applicable law and with the legal and regulatory framework of its profession, in particular professional secrecy and business secrecy.
2. The Client warrants that it has a sufficient ground for justification within the meaning of Art. 31 FADP, or any other applicable legal basis, for all the Client Data it submits, and that it fulfils its obligations as controller (Art. 15 DPA).
3. The Client verifies the results generated before using or transmitting them; it is liable for the use that its Users make of the Solution.
4. The Client protects its credentials (strong passwords, renewal where necessary) and reports without delay any fraudulent use or anomaly detected.
5. The Client and its Users are prohibited from:
   1. using the Solution to generate, solicit or disseminate content that is unlawful, fraudulent, misleading or infringes the rights of third parties;
   2. sharing credentials or allowing access by persons who are not registered as Users;
   3. attempting to extract the source code, the models or the databases, or to circumvent the security measures;
   4. using the Outputs to train, fine-tune or improve third-party or competing artificial intelligence models.

Art. 6 Client Data: retention and deletion

1. Conversations and uploaded documents are retained for the term of the Contract so that Users can retrieve and continue their work.
2. The User may delete their conversations and documents at any time. Deletion is final: the Provider does not restore deleted content. Such content nevertheless remains in the backups until the expiry of their retention period (Art. 13 para. 3 DPA).
3. The Provider does not access the content of conversations or uploaded documents, except at the express request of the User concerned or in the case of a request from an authority handled in accordance with Art. 12 DPA; any access is limited to what is strictly necessary and logged (Art. 6 DPA).
4. At the end of the Contract, the Client has an export window of 30 days, after which Client Data is securely destroyed, with a certificate on request (Art. 13 DPA).
5. Information that the Client transmits to the Provider outside the Solution, in particular by e-mail in connection with support, is not Client Data. The Provider treats it confidentially, in accordance with its Privacy Notice. The Client refrains from transmitting data covered by professional secrecy through this channel; it submits such data in the Solution.

Art. 7 Intellectual property

1. The Provider holds the intellectual property rights in the Solution, or has the licences necessary for its operation: software, interfaces, databases, trade mark and logo, protected in particular by the Federal Act on the Protection of Trade Marks and Indications of Source (TmPA; SR 232.11) and the Federal Act on Copyright and Related Rights (CopA; SR 231.1). The AI models and the other third-party components integrated into the Solution remain the property of their holders. Subject to para. 3, these GTC do not effect any assignment of these rights to the Client.
2. The Client retains all of its rights in the Inputs.
3. The rights to use the Outputs are assigned to the Client, subject to compliance with these GTC.
4. The Client’s suggestions and feedback may be freely used by the Provider to improve the Solution, without compensation, to the exclusion of any Client Data.

Art. 8 Warranties and liability

1. The Provider warrants that the essential functions described in Art. 3 para. 1 are operational and conform to that description for the term of the Contract; their availability is governed by Art. 9. Subject to the fundamental guarantees of the Contract and the undertakings of the DPA, any other warranty is excluded to the extent permitted by law.
2. The Provider does not warrant the accuracy, completeness or currency of the content generated by the Solution (Art. 3 para. 4). The Client remains solely responsible for the advice it provides and the decisions it takes.
3. The Contract does not create any contractual relationship or any duty of care on the part of the Provider towards the Client’s clients, principals or other third parties.
4. The Provider is liable for direct damage caused by a culpable breach of its contractual obligations. Liability for indirect or consequential damage (in particular loss of profit, loss of use, third-party claims) is excluded to the extent permitted by law. Unlawful intent and gross negligence are reserved (Art. 100 para. 1 CO).
5. The Client holds the Provider harmless against any claim by its own clients, principals or other third parties based on the use of the Solution by the Client or its Users, unless the claim results from a breach by the Provider of its obligations.

Art. 9 Availability, maintenance and support

1. The Provider uses its best efforts to ensure the availability of the Solution under normal conditions of use; uninterrupted availability is not guaranteed.
2. Scheduled maintenance is carried out as far as possible outside usual business hours; the Client is informed in advance of maintenance likely to interrupt access, except in an emergency.
3. E-mail support is included in the subscription; the Provider aims to provide a first response within 24 hours on working days, without this time frame constituting a guarantee.
4. Extended services (telephone assistance, on-site interventions, additional training) are subject to a separate agreement at the prevailing rates.
5. The following do not constitute unavailability attributable to the Provider: interruptions due to force majeure, to communication networks, to the Client’s systems or to non-compliance with these GTC.

Art. 10 Prices, usage and payment

1. Prices are set in the Contract or the offer subscribed to: monthly fee per User, excluding VAT (VAT at the statutory rate in addition). The fee is payable for each User registered during the month in question, subject to the arrangements for the first month provided for in the Contract; the Client notifies the addition and removal of its Users (Art. 4 para. 5), without an amendment.
2. The Provider may set a monthly volume of Tokens per User, as a protection mechanism against abusive use; this volume is sized to cover normal professional use. In the event of a repeated or manifestly excessive overrun, the Provider may notify the Client, propose an adjustment of the subscription and, failing agreement, temporarily restrict throughput beyond the included volume. No excess is invoiced unless expressly stipulated in the Contract; the introduction of invoicing for excess usage follows the price revision procedure (Art. 12) and requires that the Client is able to consult its Token consumption in the Solution.
3. Invoices are issued in Swiss francs and are payable within 20 days net.
4. In the event of late payment, default interest of 5% per annum is payable; reminder and collection costs are borne by the Client. If a formal notice has remained without effect for 10 days, the Provider may suspend access to the Solution by giving 5 working days’ written notice. Suspension does not constitute termination.

Art. 11 Term, termination and suspension

1. Unless otherwise stipulated in the Contract, the Contract is concluded for an indefinite term and may be terminated in writing by each Party by giving one month’s notice to the end of a month.
2. Each Party may terminate the Contract with immediate effect for good cause, in particular in the event of a material breach not remedied within 10 days of a written formal notice. A breach of the fundamental guarantees of the Contract or an infringement of the confidentiality of Client Data in particular constitutes a material breach by the Provider justifying termination by the Client.
3. In the event of a serious breach of these GTC by the Client, the Provider may suspend access immediately; the opening of bankruptcy proceedings or the granting of a debt restructuring moratorium in respect of a Party entitles the other Party to terminate with immediate effect.
4. The effects of the end of the Contract on Client Data are governed by Art. 6 para. 4 and by the DPA.

Art. 12 Price revision

1. The Provider may adjust its prices by giving two months’ written notice to the end of a month.
2. If the Client refuses the change, it gives notice of this in writing before the change enters into force; the Contract then ends on the date on which the new prices enter into force, the previous conditions remaining applicable until then.

Art. 13 Amendment of the GTC and the DPA

1. The Provider may amend these GTC and the DPA. Amendments are notified to the Client in writing or in the Solution at least two months before they enter into force.
2. If the Client does not accept the amendments, it may terminate the Contract in writing, before they enter into force, with effect from the date on which the amendments to these GTC or the DPA enter into force. Failing termination, the amendments are deemed accepted.
3. The fundamental guarantees set out in Art. 3 of the Contract (sovereignty, Internet search, no training) may only be amended by written agreement of the Parties. As regards the DPA, para. 1 only covers amendments that have no adverse effect for the Client; any other amendment of the DPA requires the written agreement of the Parties.

Art. 14 Assignment and change of control

1. Neither Party may assign the Contract without the written agreement of the other Party.
2. In the event of a change of control of the Provider, the Provider informs the Client within 30 days; the Client may then terminate the Contract in writing by giving one month’s notice. The data protection and confidentiality undertakings bind any successor.

Art. 15 Force majeure

Neither Party is liable for non-performance due to an unforeseeable and unavoidable event beyond its reasonable control (natural disaster, major power or network failure, large-scale cyberattack occurring despite the security measures of Art. 7 DPA, decision of an authority). The affected obligations are suspended for the duration of the event; each Party may terminate if the impediment lasts more than 60 days.

Art. 16 Final provisions

1. If a provision of these GTC is void or unenforceable, the validity of the other provisions is not affected; the provision is replaced by a legally valid and economically equivalent rule.
2. Contractual communications are validly made in writing, including by e-mail to the addresses designated by the Parties.
3. The language of these GTC and of contractual communications is French; in the event of a translation, the French version prevails.
4. These GTC are governed by Swiss law. Any dispute falls within the exclusive jurisdiction of the courts at the Provider’s registered office.

© ProximA-i LegalTech SA — Sierre — 21 October 2026