General Terms and Conditions

1 Scope of Application

These General Terms and Conditions ("GTC") govern the contractual relationship between Planeto SA ("Planeto") and a contractual partner of Planeto ("Customer") in connection with the provision and use of the TESSA software ("Software").

Besides these GTC:

• A written agreement is concluded between Planeto and the Customer to specify the details of their contractual relationship ("Contract");
• A description of the services is provided by Planeto for the respective subscription ("User Plan").

Further appendices, such as a Service Level Agreement ("SLA") or a Data Processing Agreement ("DPA"), apply only where the Contract expressly includes them.

The Customer confirms having read and understood the version of these GTC in force at the conclusion of the Contract and recognises it as an integral part of the contractual relationship between the Customer and Planeto in connection with the provision of the Software.

Any deviations from or supplements to these GTC must be expressly stated in the Contract and require the written approval of Planeto.

Any general terms and conditions of the Customer are expressly excluded.

In the event of conflict, the following order of precedence applies: (1) the Contract, (2) the DPA, for matters of data protection, (3) the SLA, (4) the User Plan, (5) these GTC.

2 Services Provided by Planeto

2.1 Right of use

Planeto provides the Software named and described in the User Plan to the Customer for use via the Internet (software-as-a-service), together with the associated services stated in the User Plan ("Services").

The Software is hosted in data centres in Switzerland. For the duration of the Contract, the Customer is granted the non-exclusive and non-transferable right to access the Software by means of a browser and an Internet connection and to use it for its own business purposes. The Customer is responsible for its Internet connection and for the hardware and software required on its side (e.g. computer, network connection, browser).

The right of use is limited to the number of usage units booked by the Customer under the User Plan. Sub-licensing of the Software is prohibited. The Customer has no right to a copy of the Software. All rights in the Software and the Services beyond the right of use defined in these GTC remain with Planeto.

2.2 Restrictions

The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Software, except to the extent permitted by mandatory law; modify, translate, or create derivative works of the Software; or remove any proprietary notices or labels.

2.3 Operation and availability

Planeto takes appropriate measures to provide the Services with as few interruptions as possible. Unless an SLA is agreed in the Contract, Planeto does not guarantee any particular level of availability. Where an SLA is agreed, it governs availability and support, and service credits under the SLA are the Customer's sole remedy for unavailability.

The Customer shall notify Planeto of any disruption to the Services without delay and describe the circumstances. Planeto shall remedy disruptions within a reasonable time and may do so by means of a workaround where this does not significantly impair the usability of the Services.

2.4 Support

Planeto provides support by email to support@planeto-energy.ch on Swiss working days, during business hours (CET/CEST). Requests received outside these hours are deemed received on the following working day. Support does not include training, consulting, configuration work, or customer-specific modification of the Software, unless agreed in the Contract.

2.5 Changes to Services

Planeto may further develop and modify the Software and Services, in particular to adapt to legal requirements, technical developments, or security needs. Planeto shall not materially reduce the core functionality described in the User Plan during a paid term.

2.6 Results of the Software

The Software is a tool for planning, design and simulation. Its results depend on the input data and on modelling assumptions. The Customer is responsible for checking that results are suitable before relying on them, in particular for engineering, investment, or regulatory decisions.

2.7 AI tools

The Customer may connect AI tools of its choice to the Software, for example via the Model Context Protocol (MCP) interface. Data the Customer retrieves or submits through such tools is processed by the Customer's AI provider under the Customer's own agreement with that provider, and Planeto is not responsible for that processing. Planeto does not transmit Customer Data to third-party AI providers, and does not use Customer Data to train AI models, unless agreed with the Customer.

3 Involvement of Third Parties

Planeto may involve third parties (sub-processors), in particular for hosting, to fulfil its contractual obligations. Planeto provides a list of its sub-processors on request.

4 Remuneration and Payment Terms

4.1 Fees

For the use of the Software during the contractual term, the Customer shall pay the fees set out in the Contract and the User Plan.

4.2 Invoicing and payment

Unless otherwise agreed in the Contract, fees are invoiced annually in advance by email, and invoices are payable within 30 days. Upgrading from a free trial to a paid User Plan ends the trial, and the first year is invoiced on upgrade. Fees for an Extension Period (Section 9.1) are invoiced at the start of that period. Fees already paid are not refunded, including for unused months or on termination during a term, except where these GTC or the Contract provide otherwise.

Changes to the User Plan, such as the number of usage units, take effect at the next renewal. Changes during a term are possible only by mutual agreement. A downgrade may reduce available content, features, or capacity.

4.3 Taxes

All prices exclude value added tax and other applicable taxes, which are borne by the Customer.

4.4 Payment default

If the Customer fails to pay an invoice after a written reminder, Planeto may suspend access to the Services until payment is received, or terminate the Contract under Section 9.2.

5 Customer Data, Data Protection and References

5.1 Customer Data

All data entered by the Customer and its users, and the results generated from it, belong to the Customer ("Customer Data"). Planeto uses Customer Data only to provide the Services. Third-party data made available through the Software (e.g. public building, map or climate data) remains subject to its own licence terms, including where it forms part of the results.

Planeto retains all rights in the Software and the Services, including all improvements and modifications, and in any technology developed in connection with them.

This Section survives termination of the Contract.

5.2 Data protection

Each party complies with the data protection law applicable to it, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation and the UK GDPR.

Planeto hosts Customer Data and its backups in Switzerland.

Where Planeto processes personal data on behalf of the Customer, Planeto acts as processor and processes such data only to provide the Services and in accordance with the Customer's instructions. The Customer remains responsible for the lawfulness of the processing. Planeto shall inform the Customer without undue delay of a data security breach affecting the Customer's personal data. On request, the parties conclude a DPA.

Where Planeto processes personal data as controller (e.g. user account data), Planeto's Privacy Policy applies.

5.3 References

Planeto may name the Customer as a reference, including its name and logo, only with the Customer's prior consent.

6 Customer Responsibility

The Customer is responsible for the lawful use of the Software by itself and its users and for the Customer Data it enters. The Customer shall hold Planeto harmless from third-party claims arising from unlawful use of the Software by the Customer or its users, or from Customer Data that infringes third-party rights. Planeto shall notify the Customer of such claims without delay.

Where such a claim is asserted, Planeto may suspend the affected Services to the extent necessary to avoid further harm.

7 Liability

7.1 Limitation of liability

To the extent permitted by law, Planeto's total liability under the contractual relationship is limited to the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, and Planeto is not liable for indirect or consequential damages, such as lost profit or third-party claims. Mandatory liability under Swiss law remains unaffected.

7.2 Force majeure

Neither party is liable for delay or failure to perform its obligations due to events beyond its reasonable control, such as natural disasters, war, epidemics, or widespread power or Internet outages. The affected party shall inform the other party without delay and use reasonable efforts to limit the effects.

8 Warranty

Planeto provides the Services with due care. Planeto does not warrant that the Software is free of errors or will operate without interruption. Any further warranty is excluded to the extent permitted by law.

9 Term and Termination

9.1 Term

The Contract is concluded for the term stated in the Contract or User Plan, by default one year ("Basic Period"), and is thereafter renewed automatically for the same period ("Extension Period") unless terminated in accordance with Section 9.2.

9.2 Termination

a) Ordinary termination: Either party may terminate the Contract with effect from the end of the Basic Period or of an Extension Period, by written notice given at least 30 days before that date, unless the Contract provides otherwise.

b) Termination for good cause: Either party may terminate the Contract with immediate effect for good cause. Good cause includes, in particular, a material breach of the Contract that is not remedied within 30 days of a written warning, and, for Planeto, a payment default that is not remedied within 30 days of a written reminder, or insolvency proceedings against the Customer.

9.3 Customer Data after termination

Customer Data is retained for 90 days after the end of the Contract. During this period, the Customer may request an export of its Customer Data in a customary electronic format. After 90 days, or earlier on the Customer's written request, Planeto deletes the Customer Data from its production systems. Copies in backups are deleted as the backups are rotated. Mandatory legal retention obligations remain reserved.

Exports in other formats, or migration support, require a separate agreement.

10 Confidentiality

The parties shall keep confidential all information of the other party that is not generally known and that becomes accessible to them in connection with the contractual relationship, and shall impose the same obligation on their employees and sub-processors. This obligation continues after the end of the Contract for as long as there is a legitimate interest in confidentiality.

11 Final Provisions

11.1 Amendments to these GTC

Planeto may amend these GTC and shall notify the Customer in writing at least 30 days before the amendment takes effect. For Contracts in force, amendments take effect only from the next Extension Period, unless the Customer agrees otherwise.

11.2 Offsetting and assignment

The Customer may set off claims against Planeto's claims only with Planeto's prior written consent. Neither party may assign the Contract or claims under it without the other party's prior written consent, which shall not be unreasonably withheld.

11.3 Severability

If any provision of these GTC is invalid, the validity of the remaining provisions is not affected. The invalid provision shall be replaced by a valid provision that comes as close as possible to its intended purpose.

11.4 Conclusion of the Contract

The Contract is concluded on Planeto's receipt of the offer counter-signed by the Customer, with effect from the date agreed between the parties.

12 Applicable Law and Place of Jurisdiction

The contractual relationship between Planeto and the Customer, including the Contract, these GTC and all appendices, is governed exclusively by Swiss law, in particular the Swiss Code of Obligations, which applies to all matters not expressly regulated in these GTC or the Contract. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The parties shall first attempt to resolve any dispute amicably and in good faith. If no agreement is reached, the exclusive place of jurisdiction is the registered office of Planeto.