1. Scope & parties
These Terms of Service (the "Terms") govern the contractual relationship between Enerphy Suisse AG, Bahnhofstrasse 10, 8001 Zürich, Switzerland ("Enerphy Suisse", "Solvetia", "we", "us", "our") and the customer ("Tenant", "Customer", "you") regarding access to and use of the Solvetia platform and all related services. They form an integral part of every subscription agreement concluded between us. By creating an account, signing an Order Form, or otherwise using the service, you accept these Terms in full.
2. Order of precedence & exclusion of customer terms
In the event of inconsistency between these Terms and an individually signed Order Form or written subscription agreement, the provisions of the Order Form or subscription agreement take precedence. These Terms supersede and exclude any general terms or purchase conditions of the Customer; such customer terms apply only on a supplementary basis where matters are inadvertently unregulated here, and only if we have expressly accepted them in writing. Silence, prior acceptance, or continued performance does not constitute acceptance of customer terms.
3. Definitions
Throughout these Terms, the following defined terms apply:
- Service / Solvetia — the SaaS platform, marketing site, APIs, and supporting tools we operate under the Solvetia brand.
- Tenant — the company or organisation holding the account, including its administrators, employees, contractors, and authorised end-users.
- Customer Data — all leads, simulation inputs and outputs, offers, invoices, files, and any other content uploaded, generated, or processed through the service by the Tenant or its end-users.
- Credits — the unit of paid usage on Solvetia; each full simulation, lead generation, or other metered action consumes a fixed number of credits.
- Order Form — the document, signed subscription agreement, or online checkout that describes the scope, credit allocation, fees, and term of the subscription.
- Subscription Term — the initial term of the subscription as set out in the Order Form, including any renewal terms.
4. Eligibility & account
You must be a registered business or self-employed professional with full legal capacity to enter into binding contracts and authority to act on behalf of the Tenant. You are responsible for the confidentiality of your access credentials, for keeping account contact details current, and for all activity performed under accounts you administer. You must notify us without undue delay of any suspected unauthorised access. We may refuse to open or may suspend an account if we have reasonable grounds to suspect fraud, identity misrepresentation, or violation of these Terms.
5. The service
Solvetia provides a Software-as-a-Service platform that includes a techno-economic calculator, lead capture, offer generation, invoicing with Swiss QR-bill, and a customer portal — all configurable under the Tenant's own branding. The functional scope is described on our marketing site, in our documentation, and in your Order Form. We continuously evolve and improve the service; non-material changes do not require prior notice. The service does not constitute professional engineering, legal, tax, or financial advice, and the outputs must be verified by qualified personnel before reliance.
6. Service availability & maintenance
We use commercially reasonable efforts to make the service available 24/7. We do not, however, warrant uninterrupted or error-free availability, and the service may be temporarily unavailable due to scheduled maintenance, security updates, infrastructure-provider events, or factors beyond our reasonable control. Scheduled maintenance is generally performed outside Swiss business hours and announced where practical. We may modify, restrict, or discontinue features of the service at any time; material reductions in the contracted scope during an active term entitle you to a proportional refund of pre-paid, unused fees.
7. Support & additional services
We provide customer support through email and the in-product help channels during our standard business hours (Monday to Friday, 09:00–18:00 CET, excluding Swiss public holidays). Periods of unusually high demand may lead to longer response times. Additional services beyond the scope of the subscription — including custom integrations, branding adjustments, process consulting, training, and on-site work — are billed separately at our then-current professional-services hourly rate, on the basis of a written work order or written confirmation by email.
8. Pricing, credits & payment
Solvetia is sold on a usage basis. Each metered action consumes a fixed number of credits, billed in your country's local currency at the price indicated on the marketing site or in your Order Form at the time of purchase. Unless otherwise agreed, fees are due in advance and payable within 30 days of the invoice date. Credits are non-refundable except as required by mandatory law. Late payments accrue default interest at 5% per annum from the due date in accordance with Article 104 of the Swiss Code of Obligations, without prior reminder, and we may also charge reasonable reminder and collection costs. All prices are exclusive of any applicable taxes, duties, or levies, which are payable by you in addition to the fees.
9. Renewal, price changes & suspension
Unless the Order Form provides otherwise, subscription terms renew automatically for successive periods of equivalent length, unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term. If a renewal triggers a price increase compared to the previous term, we will notify you at least 60 days before the end of the current term; you may then terminate at the end of the current term by written notice within 30 days of our notification. In the event of payment default, we may suspend access to the service in whole or in part without prior warning. Suspension neither pauses nor shortens the subscription term, and you remain liable for fees accruing during suspension.
10. Taxes
You are responsible for determining and remitting any taxes, duties, or other governmental charges (including value-added tax, withholding tax, sales tax, or similar) applicable to your purchase and use of the service under the law of your place of business, except for taxes on our income for which we are responsible. Where we are required by law to collect such taxes, they will be invoiced in addition to the fees. You will provide us with any tax-residence certificates or other documentation reasonably required to apply correct tax treatment.
11. Fair use & customer indemnity
The service is intended for the Tenant's ordinary business operations. Use that materially exceeds typical patterns — for example, more than 100,000 anonymous public-calculator runs per twelve-month period for a single Tenant, automated mass requests, scraping, load testing, or any other activity that imposes a disproportionate load on the infrastructure — constitutes excessive use. We may, after notice, restrict such use until a proportionate fee adjustment has been agreed. You shall indemnify and hold us harmless from and against all third-party claims, losses, damages, and reasonable costs (including legal fees) arising from your unlawful, contractually improper, or fraudulent use of the service, or from Customer Data infringing third-party rights.
12. Customer data ownership & data processing
You retain all rights, title, and interest in Customer Data, and you are responsible for ensuring that you have a lawful basis for uploading and processing it through the service. We process Customer Data on your behalf as your data processor under a Data Processing Agreement (DPA) that forms an integral part of these Terms and complies with Article 28 GDPR and the corresponding Swiss provisions. We will not access, sell, share, or use Customer Data for any purpose other than to provide and improve the service for you and to comply with our legal obligations. Where we process aggregated, anonymised statistics derived from Customer Data, we may use these to operate, monitor, and improve the service.
13. Acceptable use
You agree not to engage in any of the following activities, and not to permit your end-users to do so — any breach may result in immediate suspension of your access under §18 Suspension, in addition to any termination rights:
- Reverse-engineer, decompile, disassemble, or otherwise attempt to extract the source code, algorithms, or models underlying the service, except to the extent permitted by mandatory law.
- Use the service to send unsolicited communications, spam, phishing, or any other illegal or deceptive marketing.
- Upload, generate, or distribute illegal, infringing, defamatory, harmful, or otherwise objectionable content through the service.
- Resell, sublicense, lease, time-share, or otherwise grant access to the service to any third party without our prior written consent.
- Circumvent or attempt to circumvent technical access controls, rate limits, credit metering, anti-abuse mechanisms, or licence keys.
- Probe, scan, or test the vulnerability of the service or attempt to breach its security, except as part of a written, mutually agreed responsible-disclosure programme.
- Use the service in violation of Swiss law, European Union law, applicable export-control regulations, sanctions, or the rights of any third party.
14. Intellectual property
The service, the underlying software, the Solvetia brand, all documentation, designs, models, and improvements thereof are and remain the exclusive intellectual property of Enerphy Suisse AG and its licensors. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the service during the subscription term, solely for your internal business purposes and the issuance of services to your own customers. Your trademarks, logos, content, and Customer Data remain your property; you grant us a limited, worldwide, royalty-free, non-transferable licence to host, transmit, display, process, and back up that content as strictly necessary to provide the service. Any feedback or suggestions you provide may be used by us without restriction or compensation.
15. Warranties & disclaimers
We warrant that the service will perform in all material respects in accordance with our publicly available documentation and the Order Form. Beyond this warranty, and to the maximum extent permitted by Swiss law, the service is provided "as is" and "as available", and we disclaim all other warranties, whether express, implied, or statutory, including the warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of any results. We do not warrant that the service will be uninterrupted, error-free, or free of harmful components, or that any data loss will not occur.
16. Limitation of liability
To the maximum extent permitted by Swiss law, our aggregate liability under or in connection with these Terms — whether in contract, tort, statutory duty, or otherwise — is limited to the amounts actually paid by you to us in the twelve months preceding the event giving rise to the claim. Neither party is liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss of data, even if advised of the possibility of such damages. Liability for gross negligence and intentional misconduct, and for personal injury caused by us, remains unlimited where excluding such liability is prohibited by law.
17. Force majeure
Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, civil unrest, terrorism, strike, governmental action, embargo, internet or telecommunications outage, failure of a critical third-party service or infrastructure provider, or denial-of-service attack. The affected party shall notify the other promptly, use commercially reasonable efforts to mitigate the effect, and resume performance as soon as practicable. If a force-majeure event continues for more than 90 days, either party may terminate the affected Order Form for cause without further liability.
18. Suspension
In addition to our right to terminate under §19 Term & termination, we may suspend your access to the service — in whole or in part, and with immediate effect — where: (a) you violate the acceptable-use provisions or any other material obligation under these Terms; (b) we detect a material security risk, fraud, or unlawful activity originating from or affecting your account; (c) a competent authority or applicable law requires us to do so; (d) your use poses a material risk to the availability, integrity, or performance of the service or to other customers; or (e) we are unable to verify the legitimacy of activity on your account. Where reasonably practicable and not prohibited by law, we will notify you of the suspension and the reasons for it, and give you the opportunity to remedy the issue. Suspension does not pause or shorten the subscription term, and we are not liable for any consequences of a suspension reasonably imposed in accordance with this section. We will restore access as soon as the underlying issue is resolved; if it cannot be resolved within a reasonable period, we may proceed to termination under §19 Term & termination.
19. Term & termination
These Terms remain in effect for as long as you hold an active account or any subscription term is in force. You may terminate at any time by closing your account, subject to any minimum term in the Order Form. We may terminate or suspend immediately, without further notice, in the event of (a) material breach of these Terms that is not remedied within 30 days of written notice; (b) payment default after the second reminder; (c) opening of insolvency, composition, or comparable proceedings against you, or refusal of such proceedings for lack of assets; (d) material misrepresentation at the time of contract conclusion; or (e) repeated or serious violations of the acceptable-use provisions. Upon termination you may, for 30 days, export your Customer Data through the available tools; thereafter we will delete or anonymise Customer Data, subject to any statutory retention obligation. Sections that by their nature should survive termination (in particular liability, IP, governing law, and confidentiality) will so survive.
20. General provisions
The following general provisions apply to all aspects of these Terms: (a) Severability — if any provision is held invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision shall be replaced by a valid provision that best approximates the original economic intent; (b) No waiver — failure to enforce a provision is not a waiver of the right to enforce it later; (c) Assignment — you may not assign these Terms without our prior written consent; we may assign them to an affiliate or to the acquirer of all or substantially all of our assets or business; (d) Entire agreement — these Terms, together with the Order Form, DPA, and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter; (e) Notices — formal notices must be sent in writing to the registered office or to the email address of record, and are deemed received on the next business day; (f) Relationship — the parties are independent contractors; nothing in these Terms creates a partnership, agency, or joint venture.
21. Governing law & jurisdiction
These Terms and any non-contractual obligation arising out of or in connection with them are governed exclusively by the substantive laws of Switzerland, to the exclusion of its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction for all disputes is Zürich, Switzerland. We retain the right, at our sole discretion, to bring an action against the Customer at the Customer's place of business or residence for the purpose of asserting claims, debt collection, or enforcement.
22. Changes to these terms
We may update these Terms from time to time to reflect changes in the service, applicable law, or industry practice. The current version is identified by the last-updated date at the top of this page. Material changes will be communicated to registered Tenants by email or via an in-product banner at least 30 days before they take effect. If you object to a material change, you may terminate the affected subscription at the end of the then-current term by written notice within 30 days of our notification; absent such objection, continued use of the service after the effective date constitutes acceptance of the updated Terms.
