Whisperit SA

Version of 15.01.2026

By signing an offer or a contract with Whisperit SA, by creating an account or by completing the registration form on the Provider's website, or by accessing, logging in or using the Whisperit platform in any way (hereinafter the "Software"), the client (hereinafter the "Client") enters into a contract with Whisperit SA (hereinafter the "Provider") and fully accepts these general terms and conditions (hereinafter the "General Terms" or "GT").

The Provider reserves the right to modify the GT at any time. The modified terms shall enter into force upon their publication on the Provider's website. Modifications shall be communicated to the Client in advance in a timely manner (at least 30 days in advance for significant modifications relating to data protection, security or sub-processors; at least 14 days in advance for other modifications) by an appropriate means (e.g. in an information letter, by email or on the invoice). If the modifications result in significant additional obligations for the Client or the significant limitation of its rights, or if they relate to aspects of confidentiality and data protection, or to the addition of new sub-processors, the Client shall be entitled to terminate the Contract on the date of entry into force of the modifications. Without written notice from the Client to the Provider, the modifications shall be deemed accepted. The Client's general terms and conditions shall not apply, even if the Client refers to them (e.g. in order confirmations).

1. Subject of the Contract (Software as a Service "SaaS")

1.1 - Definition of the Software

The Provider is the developer and sole holder of the rights to the online software Whisperit (hereinafter referred to as "Software"). The Software includes different data security levels which are listed in the product and pricing presentation. In this regard, reference is made to the Data Processing Agreement (DPA) appended hereto, which forms an integral part of the Contract. The Client may choose the security level that is appropriate for it.

The Provider uses technical service providers whose exhaustive list is available on the dedicated page of the Provider's website (Sub-processors), updated regularly. This list specifies for each provider: location, type of service and applicable guarantees.

Individual additions of functions for Clients are in principle excluded or require a separate written agreement. By signing the licence contract or by completing the registration form to order Whisperit, the Client declares that it knows precisely the functions and the security level contained in the chosen offer. The Software is made available to the Client in the form of Software as a Service ("SaaS").

1.2 - Description of Services

The Software provides a secure collaborative workspace, assisted by artificial intelligence, intended for professionals, enabling drafting, analysis and research, as well as real-time collaboration (notably via dictation/transcription, case analysis and research).

1.3 - Exclusions and Support

The provision of the Software does not include specific requests and modifications from the Client, nor the execution of technical adaptations on the client account. Support hours may be included in the Contract to meet the Client's specific needs. When the agreed support hours have been consumed or for any additional work, the Provider shall inform the Client while reserving the right to invoice such work additionally at the rates agreed in the Contract.

1.4 - Client's Commitment

The Client undertakes to use the Software online, i.e. on its own computer equipment using its own browser software via an Internet connection available at its premises, and to pay in advance on a monthly or annual basis for the use of the Software, in accordance with the Contract or the registration form on the website.

1.5 - Technical Infrastructure

The functions, computing capacity and storage space ("Services") of the Provider's Software are made available to the Client in accordance with the specifications (as indicated in the appended product/pricing list). This provision is made through servers leased by the Provider for use in accordance with the usage guidelines and agreed security levels.

1.6 - Software Evolution

The Provider continuously develops the Software at its sole discretion and improves it through updates. The currently included functions are published on the Provider's website. The Provider is entitled to adapt, extend or limit the functions at any time, in order to guarantee the quality standard, but also depending on technical or economic developments. The Provider undertakes to follow the evolution of AI regulation and future Swiss regulations, and to adapt the Software accordingly. The Provider maintains an active regulatory watch concerning Swiss federal legislation on artificial intelligence, the recommendations of the Federal Data Protection and Information Commissioner (FDPIC), the European AI Regulation (Regulation 2024/1689) and the European Commission's guidelines on AI.

2. Rights of Use

2.1 - Usage Licence

For the Software made available on the Provider's servers in the form of SaaS, the Client is granted, within the framework of the Contract, the non-exclusive right, limited to the duration of the Contract and non-transferable to third parties, to use the functions and user licences it has chosen and paid for in accordance with the usage guidelines. Licences are allocated individually and nominatively. Each user has their own licence to ensure optimal and compliant use of the Software. Sharing of licences between several persons is not authorised and will be invoiced accordingly.

2.2 - Limitation of Rights

The Client does not benefit from any other right over the Software or towards the Provider. In particular, the Client cannot claim any right to the delivery of copies of the Software or its source code, in any form whatsoever.

2.3 - Specific Developments

The Client has the possibility to request a quotation for the development of specific functionalities. These additional services may include integrations (or interfaces) with software services from third-party providers. If the use of an additional service requires access rights, the Client accepts, by ordering the additional service, to grant all necessary access rights to enable the exchange of required information. Furthermore, the Client accepts the GT of third-party providers upon ordering.

3. Data Storage

3.1 - Storage Space

The Provider makes a defined storage space available to the Client on a server for storing its data. The Provider may limit the defined storage space. If the storage space is insufficient for storing data, the Provider undertakes to inform the Client in a timely manner.

3.2 - Data Accessibility

The Provider endeavours to make the stored data accessible to the Client on the Internet based on technical possibilities.

3.3 - Data Import

The Provider may import and store data in the Software on behalf of the Client. The scope of data import services and the related costs for the Client are set out in a separate document, appended hereto. By accepting these General Terms, the Client acknowledges the value of such document.

3.4 - Security Measures

The Provider is required to take appropriate and reasonable security measures against data loss and against unauthorised access by third parties. The Provider therefore performs regular backups and verifies that the Client's data does not contain malicious software (viruses).

3.5 - Disaster Recovery Plan

The Provider implements measures in accordance with the state of the art (replicated backups, regular restoration tests and formalised recovery procedures) in order to quickly restore access to data and to the Software in the event of a major incident or disaster (e.g. hardware failure, data centre unavailability).

3.6 - Prohibition of Provision to Third Parties

The Client is not authorised to make the storage space available to third parties, whether for remuneration or free of charge.

3.7 - Unlawful Content

The Client undertakes not to store content whose provision, publication and use would be contrary to applicable legislation (the Data Protection Act, the Criminal Code, copyright law, etc.). The Client must hold the rights to all stored data, or at the very least have the consent of the rights holder. The data must be truthful and may not be used for purposes of deception.

3.8 - Technical Logs and AI Non-Training

The Provider may, on an occasional and limited basis, use third-party services (notably LangSmith, hosted in the European Union) to collect and analyse technical logs relating to the use of the Software. These processing operations are exclusively for the purpose of debugging, performance monitoring and continuous improvement of the Software.

The Client's data is under no circumstances used for the training, fine-tuning or improvement of artificial intelligence models, whether by the Provider or its sub-processors. This prohibition applies to all technical service providers listed on the dedicated page of the Provider's website.

The data potentially contained in these logs is used only for this purpose, is not retained beyond the strictly necessary duration and is not subject to AI model training processing.

For Swiss clients subject to professional secrecy: Upon written request addressed to privacy@whisperit.ai, the Client may request the deactivation of third-party monitoring services for its account. In this case, technical support and diagnostic capabilities may be reduced.

Regarding the use of sub-processors in general, reference is made to Article 8.7 below.

3.9 - Rights over Stored Data

The Client alone holds rights over its stored data. The Client may require the Provider to provide free restitution of all or part of the existing data during the term of the Contract. The Provider shall make the data available in one or more of the following formats, at the Client's choice: JSON (JavaScript Object Notation), CSV (Comma-Separated Values) for tabular data, PDF for documents, or original native format where available. The Provider shall provide technical documentation describing the schema of the exported data. The Client has an unconditional right to access its stored data, subject only to any inability on the part of the Provider to access the data itself, or to grant the Client access thereto, provided however that such inability does not result from a breach by the Provider of the guarantees given under the Contract.

3.10 - Restitution after Termination

After termination, the Client is still entitled to request the restitution of data for a period of three months (from the date of termination). The Provider is authorised to destroy the Client's data after this period.

3.11 - Data Erasure

Upon written request from the Client, the Provider shall proceed without undue delay with the erasure of the Client's data hosted in the Software, subject to legal retention obligations. The Provider shall also notify its relevant sub-processors so that they proceed with a corresponding erasure.

4. Assistance and Customer Service

4.1 - Response to Enquiries

The Provider responds to written and telephone enquiries from clients during business hours as published on the whisperit.ai website, and as quickly as possible after receipt of each message.

4.2 - Response Times

Responses are given as soon as possible. The Provider reserves the right to classify the various enquiries by order of priority.

5. Availability

5.1 - General Availability

The Software and the Client's data are in principle available from Monday to Sunday, 24 hours a day. The Provider endeavours, to the extent reasonable, to ensure continuous availability, in particular during the fixed time slot from Monday to Friday, from 9:00 to 17:00. The Provider nevertheless reserves the right to shut down certain servers for maintenance purposes and to temporarily restrict the availability of all or part of the Software. Except for IT issues, any limitation of use of the Software will be announced in advance.

5.2 - Service Level Agreement (SLA)

The Provider undertakes to ensure a monthly availability of the Software of at least 99.5%, calculated as follows:

Availability (%) = ((Total minutes in the month - Minutes of unavailability) / Total minutes in the month) x 100

Excluded from the calculation of unavailability:

• Planned maintenance windows, notified at least 48 hours in advance
• Force majeure events as defined in Article 5.5
• Unavailabilities due to the Client's infrastructure or third parties independent of the Provider

In the event of non-compliance with this commitment in a given month, the Client may request a service credit calculated as follows:

• Availability < 99.5% but >= 99%: credit of 5% of the monthly fee
• Availability < 99% but >= 95%: credit of 10% of the monthly fee
• Availability < 95%: credit of 25% of the monthly fee

The credit request must be made in writing within 30 days following the end of the relevant month. The Client may consult the availability history upon request.

5.3 - Provider's Diligence

The Provider provides its services with due diligence. It does not, however, guarantee that the services will be accessible without interruption, that the connection to the servers can always be established or that the data stored by the Client in the context of using the Software will remain intact in all circumstances.

5.4 - Exclusion of Liability

In particular, any liability of the Provider is excluded in the event of force majeure or non-compliant use of the Software by the Client resulting in the total or partial loss or deterioration of all data entered by the Client. In the event of improper access by third parties resulting in the total or partial loss or deterioration of data entered by the Client, the Provider's liability is excluded only insofar as the improper access does not result from a breach by the Provider of its obligations under the Contract.

5.5 - Definition of Force Majeure

The following are considered force majeure events:

a) Natural disasters (earthquakes, floods, exceptional storms, etc.)

b) Pandemics and epidemics declared by the competent health authorities

c) Acts of war, terrorism or civil insurrection

d) Government or judicial decisions preventing the performance of the Contract

e) Major failures of critical infrastructure (electricity, telecommunications, Internet) affecting the data centres of the Provider or its sub-processors and beyond their control

f) Cyberattacks of exceptional scale despite the implementation of security measures in accordance with the state of the art

The following do not constitute force majeure events:

• Foreseeable or reasonably avoidable failures
• Failures of service providers for which alternatives exist
• Economic or financial difficulties of the Provider
• Events whose consequences could have been avoided by reasonable precautionary measures

5.6 - Notifications

Notifications of modification or malfunction of services are generally communicated by email and are displayed on the Provider's website and platform.

6. Client's Obligations

6.1 - Contact Person

Upon entering into the Contract, the Client shall provide the Provider with at least one contact person with an email address to which maintenance and other notifications must be sent. This email address must be continuously monitored by the Client. The Client is required to immediately inform the Provider of any change of contact person or email address and of any malfunction in the provision of the services under the Contract.

6.2 - Security Levels

The Provider may mandate the use of additional technical security levels to prevent any unauthorised third parties from accessing the software.

6.3 - Access Data

Access data (usernames, passwords, URLs, etc.) provided in the context of the provision of services must always be kept by the client in such a way that they cannot be accessed by third parties.

6.4 - Unauthorised Use

The Client must immediately inform the Provider if its Software access data is being used by unauthorised third parties. In such cases, the Provider may reset the password for the Client.

6.5 - Technical Requirements

The Client is responsible for implementing the technical requirements necessary for access to the Provider's services. This concerns in particular the deployment of IT equipment, operating software, Internet connection and up-to-date browser software.

6.6 - Cookies

The compliant use of the services further requires that the Client's system accepts cookies transmitted by the Provider that are necessary to use the Software. It is the Client's responsibility to ensure that the corresponding settings are defined accordingly.

6.7 - System Security

It is the Client's responsibility to take the necessary measures to secure its system. This includes in particular the security settings of the browsers used, the installation of a firewall, up-to-date protection software against malicious software and regular data backups.

6.8 - Information of End Clients

The Client undertakes to inform its own clients of the use of AI Software in the context of its services, where this is relevant or required.

7. Liability

7.1 - Data Security

Although the Provider takes all reasonable measures to protect the Client's data, no method of electronic storage or transmission is 100% secure. Consequently, the Provider cannot guarantee absolute security. The Client acknowledges and accepts that, although the Provider uses robust security measures, no method of electronic transmission or storage is entirely secure.

7.2 - Liability Cap

The Provider's liability is capped at the higher of (a) 100% of the annual licence fees paid by the Client during the last 12 months and (b) CHF 10,000 (ten thousand Swiss francs), excluding cases of wilful misconduct or gross negligence. This limitation does not apply in the event of a breach of essential obligations relating to the protection of personal data resulting from a characterised fault of the Provider.

Indirect damages (loss of clientele, reputational damage, loss of profit) are excluded, to the extent permitted by applicable law. This exclusion does not apply to damages resulting from a breach of mandatory data protection provisions. Furthermore, the Provider disclaims all liability for damages of any nature (direct/immediate and indirect/consequential) that could be suffered by the Client due to the unavailability of the Software. Any claim for reimbursement of usage fees for the duration of the Software's unavailability is excluded.

7.3 - Account Restoration

In the event of a need to restore user accounts for a reason independent of an action by the Provider, the Provider may charge the Client the related costs.

7.4 - Misuse of Access Data

The Provider disclaims all liability for damages caused to the Client as a result of misuse by third parties of access data (login, password) or the loss of access data provided to it.

7.5 - Device Incompatibility

The Provider excludes in particular all liability for damages attributable to an incompatibility of the devices used by the Client or resulting from an interruption of data transmission from the Provider to the Client.

7.6 - Malfunctions

In the event of malfunctions or system failures, the Provider undertakes to make every effort to remedy them as quickly as possible. The Client may not, however, claim the accessibility of telephone assistance and the immediate resolution of the problem.

7.7 - Verification of AI Results

The Client is required to verify and critically examine the results obtained by the Software. The Provider cannot be held liable for errors or inaccuracies resulting from the use of AI. The Client retains final responsibility for validating the results of the use of the Software and expressly releases the Provider from all liability in the event of misinterpretation of the results by the Client.

7.8 - Notification of Security Incidents

In the event of unauthorised access, hacking or misuse of access affecting the Client's data, the Provider shall inform the Client without undue delay and no later than within 24 hours for critical violations (data exfiltration, ransomware, malicious access) or within 48 hours for other violations, after becoming aware thereof, specifying the nature of the incident, the data potentially affected, the measures taken or proposed, as well as the contact details of a point of contact. The Provider shall cooperate in good faith to support any legal notification obligations of the Client.

7.9 - Indemnification

7.9.1 The Provider undertakes to indemnify, defend and hold harmless the Client against any third-party claim alleging that the Software, used in accordance with the Contract, infringes third-party intellectual property rights in Switzerland or in the European Union.

This guarantee does not apply if the alleged infringement results from:

a) The use of the Software in combination with products or services not provided by the Provider

b) Modifications made to the Software by the Client or an unauthorised third party

c) The use of an obsolete version of the Software when a corrective update was available and had been notified to the Client

7.9.2 The Client undertakes to indemnify, defend and hold harmless the Provider against any third-party claim resulting from:

a) The content stored or processed by the Client via the Software

b) The use of the Software in violation of these General Terms or applicable law

c) The Client's breach of third-party rights

7.10 - Insurance

The Provider maintains appropriate insurance policies, including notably a cyber liability insurance, covering the risks related to its activity. Upon written request from the Client, the Provider may provide a certificate of insurance coverage.

8. Data Protection

8.1 - Client's Responsibility

If the Client processes personal application data in the context of the contractual relationship with the Provider, it is incumbent upon the Client to ensure compliance with the legal provisions on data protection.

8.2 - Privacy Policy

By accepting these General Terms, the Provider's data protection statement is applicable, in its most current version, available at whisperit.ai.

8.3 - Marketing Communications

The Provider may send the Client information about other products or services (e.g. in the form of a newsletter or by postal mail). If the Client no longer wishes to receive such communications from the Provider, it may indicate this at any time by unsubscribing from the newsletter (via a link) or through the Provider's contact form on whisperit.ai.

8.4 - Data Hosting by Region

The Provider undertakes to strictly comply with the attorney's professional secrecy and the revised Federal Data Protection Act (FADP, in force since 1 September 2023) in the processing of the Client's data. The Provider confirms and acknowledges that, in the context of the relationship with the Client, it occupies the position of auxiliary within the meaning of Article 321 paragraph 1 of the Swiss Criminal Code and Article 13 of the Federal Act on the Free Movement of Lawyers (LLCA/BGFA).

The Provider undertakes to host the Client's data in accordance with the sub-processor list published on the Sub-processors page, depending on the Client's geographic region:

• Swiss clients: client content data (documents, conversations, transcripts, user records) is hosted exclusively on servers located in Switzerland. Operational metadata (error logs not containing client content, email addresses for transactional notifications, anonymised usage statistics) may be processed by operational service providers located in the EU or, for residual services, in the USA, as detailed in the sub-processor list. These operational services do not process privileged client document content. Upon written request addressed to privacy@whisperit.ai, Swiss clients subject to professional secrecy may request the deactivation of operational services involving non-Swiss processing.

• European Union clients: hosting in the European Economic Area (EEA) or in Switzerland

• Clients outside EU/Switzerland: according to the specifications of the applicable sub-processor list

8.5 - Enhanced Obligations for Lawyer Clients

The Provider, in its capacity as auxiliary within the meaning of Article 321 paragraph 1 of the Swiss Criminal Code and Article 13 LLCA/BGFA, further undertakes to:

a) Staff training: Ensure that any employee or sub-processor having potential access to the Client's data receives training on the obligations arising from the attorney's professional secrecy.

b) Data segregation: Maintain a logical segregation of the Client's data from other clients, preventing any unauthorised cross-access.

c) Notification of foreign requests: In the event of an access request from a foreign authority, immediately inform the Client and challenge any request incompatible with Swiss professional secrecy, unless such notification or challenge is legally prohibited.

d) Complementary measures: Implement, at the Client's request and expense, additional security measures required by the professional rules of the competent Bar Association.

8.6 - Conflict of Interest Management

The Provider undertakes to maintain a multi-tenant architecture with logical data segregation, guaranteeing that no Client can access another Client's data, even in the event of conflicting relationships between Clients.

The Provider is not responsible for the identification or management of conflicts of interest between its Clients, this responsibility lying exclusively with each Client in accordance with its professional obligations.

8.7 - Sub-processors

The Provider uses technical service providers involved in the processing or hosting of the Client's data. The exhaustive and up-to-date list of these providers, including their location, the type of service provided and the applicable guarantees, is published and maintained on the dedicated page: Sub-processors

This list is updated regularly. Any significant modification is notified in accordance with Article 8.8 below.

8.8 - Notification of Modifications Relating to Sub-processors

The Provider shall inform the Client in a timely manner (at least 30 days in advance) of any addition, replacement or removal of a sub-processor having access to the Client's data, prior to the modification taking effect where possible, by email to the designated contact person (cf. 6.1).

In the event of a modification, the Client has a right of early termination without charge if it considers that the modification adversely affects the protection of its data.

8.9 - Access Requests from Authorities or Third Parties

If the Provider receives a lawful and legally binding request from a competent authority concerning access to the Client's data (e.g. from a Swiss authority or a third party), it shall inform the Client without delay and, if possible, before any disclosure, unless legally prohibited. The Provider limits any disclosure to the strict minimum, challenges clearly unfounded, unlawful or disproportionate requests, or those emanating from an incompetent authority, maintains a register of disclosures and, where appropriate, invites the requester to address its request directly to the Client.

8.10 - External Audit Right

The Client may, at its own expense, request to carry out an audit to verify the compliance of the services provided by Whisperit SA with these General Terms and with applicable regulations. Any audit request must be made in writing and transmitted to Whisperit SA at least thirty (30) calendar days before the planned audit date.

Whisperit SA reserves the right, for organisational reasons or to ensure the security of its operations, to propose a postponement of the requested audit date; such postponement may not, however, exceed thirty (30) calendar days from the date initially proposed by the Client.

The conduct of the audit shall not cause any significant disruption to Whisperit SA's activities and may not compromise the confidentiality or security of other clients, nor the trade secrets of Whisperit SA or third parties. Whisperit SA may restrict the independent auditor's access to the information necessary for verification only, and redact any element covered by trade secrets or the security of other clients.

8.11 - Guarantees Relating to Artificial Intelligence

The Provider guarantees that:

a) The Client's data is never used to train, improve or fine-tune AI models, whether by the Provider itself or by its technical sub-processors;

b) AI providers are contractually bound by agreements prohibiting any use of the Client's data for model training purposes;

c) AI queries and responses are not retained beyond the active session, unless explicit storage is requested by the Client;

d) The Client may request the immediate deletion of any content processed by the AI services;

e) The Provider undertakes to use only AI providers offering enterprise API guarantees excluding the use of data for training.

8.12 - Modification of AI Provider Policies

In the event of a modification of the terms of service of an AI provider that would permit the use of the Client's data for model training, the Provider undertakes to:

a) Immediately cease the use of that provider for the Client's data;

b) Migrate to an alternative provider offering the required guarantees within a period of 30 days;

c) Inform the Client of the situation and the measures taken as soon as possible.

The Client has a right of termination without charge if the Provider cannot guarantee a compliant alternative provider within the allotted period, it being understood that any amounts owed by the Responsible Party to the Provider as at the date of termination shall remain due.

8.13 - AI Regulatory Compliance

The Provider undertakes to:

a) Follow the evolution of regulations on artificial intelligence, notably the European AI Regulation (Regulation 2024/1689) and any relevant Swiss legislation;

b) Adapt the Software and its practices to maintain compliance with applicable regulations;

c) Provide the Client, upon request, with the information necessary to enable the Client to comply with its own obligations regarding transparency on the use of AI;

d) Document the AI systems used in the Software in accordance with applicable regulatory requirements.

8.14 - Deep Research Feature (United States Processing)

The Software includes a Deep Research feature that uses the OpenAI API (United States) for advanced internet-based research capabilities. Only the user's research query is transmitted to OpenAI; no client documents or their contents are sent. Any document the user consults remains local; only the resulting search query is processed externally. OpenAI's data usage policy states that API data is not used for model training.

This feature is available across all data residency tiers on an opt-in basis. For Swiss clients subject to professional secrecy, use of this feature requires acknowledgement that research queries transit through US infrastructure. Clients may choose to use or refrain from using this feature at their discretion.

9. Pricing

9.1 - Pricing

Products and prices are submitted by separate offer and expressly accepted by the Client. The Provider reserves the right to unilaterally modify the product and price list. Technical advances and Software development constitute in particular grounds for adaptation of usage fees. In such case, the Provider shall submit the new prices to the Client. If the Client does not accept them, the contractual relationship between the Provider and the Client shall be automatically terminated for the next contractual term, the conditions remaining unchanged until that term.

10. Payment Terms

10.1 - Advance Payment

The Client pays the usage fees for the software and any additional services in advance in accordance with the prices agreed by separate offer (in Swiss francs excluding legally applicable VAT).

10.2 - Invoicing of Additional Services

Other services that have been the subject of a written agreement between the Client and the Provider shall be invoiced after conclusion of the order.

10.3 - Bank Charges

The Client is required to use the invoice provided to it for payment. If the payment results in bank or postal charges for the Provider, they shall be borne by the Client.

10.4 - Payment Deadline

All invoices in connection with the Provider's services must be paid within 30 days from the date of the invoice. In the absence of a dispute from the Client within the payment deadline, an invoice shall be deemed accepted. In the event of late payment by the Client, the Client shall be placed in default without reminder; it shall owe statutory default interest. Furthermore, the Provider shall have the right to suspend or immediately terminate the use of the contractual service and to terminate the Contract and all other contractual relationships with the Client without notice, it being specified that such termination shall have no impact on the Client's right to access its stored data at all times.

10.5 - Set-off

The Client may only assert a claim against the Provider to set off against the remuneration due if said claim is acknowledged by the Provider or established by a final judgment.

11. Termination

11.1 - Duration and Notice

Unless otherwise provided in the Contract, the minimum contractual duration is 1 month and each party to the Contract may terminate the contract for the end of the contractual duration with a notice period of 5 days.

11.2 - Money-Back Guarantee

If the Client benefits from a money-back guarantee in its Contract, it may assert its right to reimbursement under the indicated conditions and terminate this Contract without notice during the period mentioned in the guarantee. The Client may terminate without charge and without justification.

11.3 - Early Termination

If termination occurs before the agreed minimum contractual duration has elapsed or for a date not agreed, a pro rata temporis reimbursement of usage fees is excluded.

11.4 - Tacit Renewal

Unless otherwise provided in the Contract, without termination, the duration of the Contract shall be automatically extended for an additional 1 month, and so on.

11.5 - Migration Assistance

In the event of termination of the Contract by either party, the Provider undertakes to assist the Client, at the Client's request and expense, in the context of migrating the Client's data to another hosting service provider (termination assistance).

11.6 - Business Continuity

The Provider implements reasonable measures to guarantee continuity of access to the Client's data in the event of cessation of activity, notably:

• Prior notification of at least 90 days before any planned cessation of activity
• Transition period enabling the complete export of data
• Cooperation with any potential successor to ensure continuity of service

In the event of bankruptcy, the Client's rights of access to its stored data shall be preserved in accordance with the applicable legal provisions on bankruptcy. The Provider undertakes to use its best efforts to ensure that the essential functionalities of the Services remain accessible during the liquidation period.

12. Intellectual Property Rights

12.1 - Provider's Property

All intellectual property rights to the services, the Whisperit software, the website and the documentation relating to the services remain the property of the Provider.

12.2 - Client's Obligations

The Client undertakes not to use content protected by copyright without authorisation when using the Software. The Provider cannot be held liable for copyright infringements resulting from the use of the Software by the Client.

13. Confidentiality

13.1 - Obligation of Secrecy

The Provider undertakes to keep secret all confidential processes of which it becomes aware in the context of the preparation, execution and implementation of the Contract, notably the Client's commercial or industrial secrets, and not to disclose such information to external third parties without the express authorisation of the Client.

13.2 - Use as Reference

The Provider may publicly cite the Client as a reference or use its logo for marketing and sales purposes, unless the Client expressly instructs otherwise.

14. Communications

14.1 - Form of Communications

All communications must be addressed in writing to the addresses indicated upon the Client's registration or on the Provider's website, unless a more binding form is provided for in the Contract or by law. Communications from the Provider to the email address indicated by the Client upon registration shall be considered an accepted method of communication by the Client.

14.2 - Change of Address

The contracting parties are required to immediately communicate any change of address (including email address) to the other contracting party, failing which communications to the last address communicated in writing shall be deemed to have been received with full legal effect.

15. Other Provisions

15.1 - Severability Clause

If one or more provisions of this agreement prove to be or become void and/or incomplete, the void and/or incomplete provision shall be replaced by a legally valid provision whose effect most closely approximates that of the void and/or incomplete provision. The voidness and/or incompleteness of a provision does not affect the validity of the other provisions.

15.2 - Applicable Law and Jurisdiction

The Contract is governed by Swiss law. The jurisdiction for disputes arising from or in connection with the agreements between the Provider and the Client is that of the Provider's registered office (Prilly). The Provider is, however, free to pursue the Client in the jurisdiction of the Client's domicile/registered office.

In the event of a conflict between these General Terms and a Data Processing Agreement (DPA), the DPA shall prevail for matters relating to data protection.

Annexes

The following documents form an integral part of these General Terms:

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Prilly, 15.01.2026

Whisperit SA