These general terms and conditions (GTC) form, together with any order form signed or accepted by the Parties that references them (Order Form) and the schedules listed in Section 20 (Schedules), a legal agreement (Agreement) between Wecheer SA (CHE-304.343.601), avenue Victor-Ruffy 5, 1012 Lausanne, Switzerland (Provider) and the client identified in the Order Form (Client, and together with Provider, the Parties).
1. Scope
1.1 In General. These GTC govern Client's rights and obligations with respect to the services detailed in the Order Form (the Services), including access to the Wecheer platform (the Platform) with the functionalities, modules, allowances and limitations specified in the Order Form, whose prices and allowances, together with any rate card it references, form the Rate Card.
1.2 No Further Obligation. Provider has no obligation to provide any service or software that is not expressly specified in these GTC or in the Order Form.
1.3 Programs. The Services are provided per Program. A Program is one experience on the Platform that serves one type of user (for example consumers, or retail and trade staff), for one brand or brand group, with one mechanic, under one set of participation terms and one opt-in. Within a Program, Client may make unlimited changes to creative, rewards and prizes, and add products of the same brand or brand group. A change of user type, brand group, mechanic or opt-in creates a new Program. A Program is live in a calendar month if it is open to Campaign Participants on any day of that month.
2. Acceptance and Order Forms
2.1 Acceptance. Client accepts these GTC by signing an Order Form, including by electronic signature, or by accepting an Order Form online in accordance with Section 18.8.
2.2 Applicable Version. The version of these GTC and of each Schedule that applies to Client is the version referenced in the Order Form, as published by Provider at the address stated in the Order Form. Later versions apply only in accordance with Section 18.4.
2.3 Changes Without a New Order Form. During the Term, Client may, by email from its Order Form contact or through the Platform where available: add or remove Programs; raise the monthly usage ceiling; and order any other item priced in the Rate Card. Such changes are billed at the rates of the Rate Card and require no new Order Form. Programs and services ordered in the Order Form cannot be reduced below the ordered quantity during the Commitment Period or minimum period. A new Order Form is required for a change of plan, a new market, any item not priced in the Rate Card, or a renewal on different terms.
3. Services
3.1 In General. Subject to Client's compliance with the Agreement, in particular the payment of the Fees in accordance with Section 10, Provider provides the Services specified in the Order Form. Services may include, if and to the extent provided in the Order Form: (i) program design, campaign management, consultancy or advisory services; (ii) provision of the Platform pursuant to Section 4; (iii) Maintenance Services and Support Services pursuant to Section 5; and (iv) any additional services described in the Order Form or ordered under Section 2.3.
3.2 Obligation of Means. Provider supplies the Services under an obligation of means, in accordance with standard professional practice, with the care and diligence required from a supplier of similar services.
3.3 Planning. Provider endeavours to supply the Services within the deadlines set out in the Order Form. Deadlines are indicative unless the Order Form expressly states that they are binding.
3.4 Changes. Provider may implement modifications to the Licensed Products, including to their layout or functionalities, and may remove Content from the Platform or change its functionalities, provided that such modifications do not materially degrade the functionality or availability of the Services for a live Program.
4. Platform and Licensed Products
4.1 In General. During the Term, Provider makes the Platform and the content displayed on, or generated through, the Platform or the Services (the Content, and together with the Platform, the Licensed Products) available to prospective or current customers, consumers or trade users of Client (the Campaign Participants) participating in Client's Programs.
4.2 End-User Documentation. Access to and use of the Platform by any Campaign Participant requires the prior acceptance of the Platform's terms of use and privacy notice, in their form available from time to time on the Platform (End-User Documentation). Client complies, and causes its authorized users to comply, with the End-User Documentation and with any reasonable guidelines Provider issues for the use of the Licensed Products.
4.3 Access to Content by Client. Provider makes the Content, dashboards, reports and data exports of Client's Programs available to Client in the Platform's back office, and provides any further reports specified in the Order Form. Any Licensed Products made available to Client are licensed under a revocable, non-exclusive and non-transferable right to use for Client's internal business purposes only, in accordance with these GTC and the End-User Documentation, and are not assigned to Client. Client has no right to access the source code of, modify, copy, reproduce or prepare derivative works based on the Licensed Products, unless the Order Form expressly provides otherwise.
4.4 No Delivery. The Licensed Products are provided as software as a service. Provider grants Client a right to access and use the Licensed Products and delivers no copy of them.
4.5 Developments. Any customization, additional feature, patch, bug fix, update or upgrade of the Licensed Products made available by Provider in connection with the Services (Developments) automatically becomes part of the Licensed Products, unless otherwise stipulated by Provider.
4.6 APIs and Integrations. During the Term, Provider maintains the Platform's inbound and outbound application programming interfaces (APIs) and webhooks, together with their documentation. Any change to an API that is not backward compatible is notified to Client at least thirty (30) days in advance, except where a shorter period is required for security reasons or by a third-party provider. Integrations between the Platform and Client's systems are built by Provider, at the rates of the Rate Card or as quoted in the Order Form.
4.7 AI Functions. Where selected, the Platform's AI-assisted purchase validation functions (Receipt Scanning and Snap & Earn) and their supporting checks (the AI Functions, as defined in Schedule 1) are provided on the terms of Schedule 1. Where they are not selected, purchase validation in Client's Programs uses unique codes, QR codes or other methods that do not involve those functions.
5. Availability, Maintenance and Support
5.1 Availability. Provider uses commercially reasonable endeavours to maintain the availability of the Licensed Products. The availability target and support levels are set out in the Support Policy (Schedule 5). Service credits apply only where a service level agreement is expressly included in the Order Form.
5.2 Maintenance Services. Provider continuously seeks to identify and resolve problems that may negatively affect the proper functioning and availability of the Licensed Products (Maintenance Services). Maintenance Services comprise repairs (rectification of faults and errors to restore functionality) and servicing (maintenance to maintain functionality). Further development, adaptation or improvement of the Licensed Products does not form part of the Maintenance Services.
5.3 Maintenance Windows. As a rule, Maintenance Services are deployed once a week during maintenance windows (weekdays between 18:00 and 09:00 CET, or during the weekend), for no longer than one hour, during which the Licensed Products may be fully or partly unavailable. Provider informs Client reasonably in advance where maintenance has to be performed outside these windows or is expected to cause unavailability of more than one hour.
5.4 Support Services. Provider provides technical support for the notification and correction of defects or errors affecting the Platform (Support Services) in accordance with the Support Policy (Schedule 5).
6. Client's Obligations
6.1 Payment of Fees. Client pays the Fees in accordance with Section 10.
6.2 Proper Use. Client complies at all times with all laws and regulations applicable to its use of the Services and to the provision of the Licensed Products to Campaign Participants, and with the conditions and limitations of any right granted under the Agreement. In particular, Client shall not, without Provider's prior written consent, during or after the Term: (i) use the Services for any illegal purpose; (ii) republish or redistribute any Content or material from the Licensed Products, other than as intended for its Programs; (iii) use the Services or Provider's infrastructure to build a competing product or service or to copy their features or user interface; or (iv) license, sell, rent, lease, transfer, assign, distribute, disclose or otherwise make the Services or the Licensed Products available to any third party, or use them on behalf or for the benefit of any third party, other than as part of the operation of its Programs.
6.3 Licenses and Authorizations. Client maintains all permits and licenses required for its use of the Services in the territories where it operates or where its Programs are available.
6.4 Point of Contact. Client designates in the Order Form a reliable point of contact who provides feedback and up-to-date information on Client's business as reasonably required for the Services.
6.5 Assistance. Client provides Provider with the assistance and information reasonably required for the proper performance of the Services.
6.6 Program Responsibilities. Client is responsible for: (a) the rules and participation terms of its Programs, including any prize, promotion or reward terms, and their compliance with the laws of each market where a Program is available, including laws on promotions, prize draws, lotteries and consumer protection; (b) the content, brand assets, product data and other materials it provides, and its right to use them; (c) funding the rewards of its Programs; (d) age restrictions and other rules applying to its product category, including for alcohol, tobacco, nicotine and other regulated products; and (e) its own marketing to Campaign Participants who have opted in to receive it. Provider configures the Platform according to Client's instructions and may decline any configuration it reasonably considers unlawful.
6.7 Client Default. Where Client fails to comply with its obligations under the Agreement, Provider is excused from the performance of its obligations to the extent affected and assumes no liability in that respect, without prejudice to Provider's other rights.
7. Client Materials
7.1 Ownership. Client may provide Provider with documents, information and other data in connection with the Services (Client Materials). Subject only to Section 7.2, Client Materials remain, as between the Parties, the sole and exclusive property of Client, and nothing in the Agreement transfers ownership of any Client Materials to Provider.
7.2 Use of Client Materials. Client grants Provider a worldwide, royalty-free, non-exclusive license to use the Client Materials for the sole purpose of providing and improving the Licensed Products and the Services, including the calibration and optimisation of the Platform's validation and fraud-prevention functions on Client's Program data during the Term, and including a license to collect, process, store, generate, anonymize and modify the Client Materials and to transfer them to subcontractors engaged in the provision of the Services that are bound by confidentiality and data protection obligations at least as protective as those of the Agreement. This license terminates on termination of the Agreement, except for Client Materials that have been irreversibly anonymized or aggregated. Provider does not sell or otherwise commercialize the Client Materials.
7.3 Fraud Prevention. To protect the integrity of Programs across the Platform, Provider processes fraud signals derived from submissions (such as hashes of receipt and product images, device and network identifiers, code usage and submission patterns) at Platform level, in order to detect duplicate, manipulated or fraudulent submissions across Programs and clients. No Client Materials, Program content or Campaign Participant identity is disclosed to any other client through this processing.
7.4 Warranty. Client warrants that (i) it has valid grounds and, where required, all authorizations and consents for the processing of the Client Materials under the Agreement, and (ii) the Client Materials do not infringe any law, regulation or third-party right. Provider may remove any Client Materials it considers to infringe this warranty.
7.5 Deletion and Return. On termination of the Agreement, Provider provides Client, within a reasonable time following Client's written request, with a final extract of the Client Materials, and then permanently deletes or anonymizes any copies still under its control. Provider may in any case permanently delete or anonymize the Client Materials sixty (60) days after termination or expiry of the Agreement.
8. Provider Intellectual Property
8.1 Licensed Products. As between the Parties, Provider is and remains the sole owner of all rights, title and interest, registered or not, in copyright, databases, trademarks, domain names, designs, patents, know-how, business secrets and all other intellectual property or similar proprietary rights of whatever nature (Intellectual Property Rights) in and to the Services and the Licensed Products, including any Development, but excluding the Client Materials. Nothing in the Agreement assigns or transfers any Intellectual Property Rights to Client.
8.2 Usage Data. Provider owns and may freely use, including for benchmarking, analytics and the development of its services, data (i) collected through cookies or other tracking and analytics technology on the Platform, (ii) relating to Client's and Campaign Participants' access to and use of the Licensed Products, and (iii) derived from user inputs, provided that reasonable efforts are made to remove any reference to Client and to identifiable individuals (Usage Data). Usage Data consists of aggregated or de-identified information and does not include personal data of Campaign Participants, whose processing is governed by Section 11 and the DPA. Nothing in this Section limits Client's right to the Program data, reports and Content described in Section 4.3.
8.3 Notice of Infringement. Client informs Provider without delay of any actual or threatened infringement of Intellectual Property Rights in the Services or the Licensed Products of which it becomes aware. Provider has the exclusive power to decide on any action to be taken, and Client provides reasonable assistance at Provider's request and cost.
8.4 Third-Party Claims. If Provider is enjoined from providing the Services or Licensed Products because of a third-party Intellectual Property Rights claim and the injunction is not lifted within thirty (30) days, or if a final court decision finds that Client's permitted use of the Services or Licensed Products infringes third-party Intellectual Property Rights, Provider at its expense either (a) obtains for Client the right to continue using them, (b) modifies or replaces them so that they no longer infringe, or (c) where Provider reasonably considers (a) and (b) commercially unreasonable, terminates the Agreement with immediate effect and refunds any prepaid Fees for the period of non-use. This is Client's sole and exclusive remedy for such claims.
8.5 Relief. Client acknowledges that any infringement of Provider's Intellectual Property Rights causes irreparable harm to Provider, for which monetary damages alone would be inadequate, and that Provider may seek injunctive relief or any other remedy available in any jurisdiction.
9. Third-Party Components
9.1 In General. The Services or Licensed Products may include or require content or software components developed, distributed or licensed by third parties (Third-Party Components). Client uses Third-Party Components in accordance with the applicable third-party terms.
9.2 Main Third-Party Terms. Depending on the features used in a Program, the following third-party terms apply: WhatsApp Business messaging (Meta's WhatsApp Business terms and policies, including template approval, opt-in and content rules); SMS (applicable carrier and country rules for application-to-person messaging); messaging delivery (Vonage terms of service); age and identity verification, where ordered (Yoti terms); digital rewards (the terms of Provider's reward platform, Tremendous, and the redemption terms of the relevant voucher or gift card issuer); and AI-assisted validation (the enterprise API terms of the AI model providers listed in the DPA). Provider provides current links to these terms on request.
9.3 Open Source. Nothing in these GTC restricts or otherwise affects any rights or obligations Client may have under the open source licenses of any open source software included in or provided with the Licensed Products.
10. Fees, Billing and Payment
10.1 Fees. Client pays the fees set out in the Order Form and, for items billed on use, the rates of the Rate Card (the Fees), in the currency of the Order Form.
10.2 Calendar Months. Billing follows calendar months. Every Order Form starts on the first day of a calendar month (the Start Date). Fees are not prorated.
10.3 One Monthly Invoice. On the first day of each month, Provider issues one invoice covering: (a) the fixed Fees for that month (licence, Programs and add-on services ordered in the Order Form), in advance; and (b) the variable Fees for the previous month (additional Programs added under Section 2.3, usage above the allowances of the Order Form, messaging, age and identity checks, rewards sourced by Provider and any other item billed on use), in arrears. Usage is visible in the Platform during the month.
10.4 Payment. Invoices are due on receipt. Unless the Order Form provides for payment by bank transfer, Client registers a payment method (direct debit or card) with Provider's payment service provider when entering into the Order Form, and authorizes Provider to collect each invoice from that payment method on its due date. Client keeps a valid payment method on file for the whole Term. Payment details are held by the payment service provider and are not stored by Provider.
10.5 No Refund. Fees paid are not refundable, including on termination or expiry of the Agreement, except as expressly provided in these GTC.
10.6 Monthly Usage Ceiling. Variable Fees are subject to the monthly ceiling stated in the Order Form. Provider alerts Client's contact by email when 80% of the ceiling is reached in a month. At 100%, non-transactional messaging and further volumes above the allowances pause until Client raises the ceiling, by email or in the Platform. One-time passwords, transactional messages and live Programs are never paused.
10.7 Rewards Sourced by Provider. Where Client asks Provider in writing to source rewards, the reward value and the sourcing fee are charged as set out in the Rate Card. Provider may require Client to prefund part or all of the approved reward budget before procurement; otherwise the reward value is billed with the monthly variable Fees, and redemptions of Provider-sourced rewards pause when the reward ceiling stated in the Order Form is reached in a month.
10.8 Taxes. Fees are exclusive of all taxes, duties, levies and similar charges of any kind, in particular VAT, which are borne by Client where applicable. Swiss VAT is added for Clients established in Switzerland; Clients established elsewhere account for any VAT or similar tax under the reverse-charge mechanism where applicable. All payments are made free and clear of any deduction or withholding; if Client is required by law to deduct or withhold any tax, the amount payable is increased so that Provider receives the full amount it would have received without such deduction or withholding.
10.9 Late Payment and Suspension. If a collection fails, the payment service provider retries it. If an amount remains unpaid fourteen (14) days after its due date, Provider may suspend Client's access to the Platform's back office. If an amount remains unpaid thirty (30) days after its due date, Provider may suspend the Services, including live Programs, and terminate the Agreement for cause. Overdue amounts bear default interest at five percent (5%) per year, and Client bears the reasonable costs of collecting them. A reversed direct debit or a card chargeback counts as non-payment from the date of the reversal, and Client bears the related fees. Where collections have failed more than once, Provider may require the following months to be paid in advance by bank transfer.
10.10 Changes to Fees. On a flexible plan, Provider may change the Fees with sixty (60) days' notice by email; Client may then terminate by written notice effective on the date the change applies, notwithstanding Section 17.3 and any minimum period. On a committed plan, the Fees are fixed for the Commitment Period; changes apply from the next renewal and are notified at least sixty (60) days before the end of the Commitment Period. Messaging and other third-party pass-through rates are not fixed: they follow the list published by Provider when the usage occurs.
11. Data Protection
11.1 DPA. The processing of personal data under the Agreement is governed by the Data Processing Agreement (Schedule 4, the DPA). In case of conflict between these GTC and the DPA with respect to personal data, the DPA prevails. Provider's privacy notice, published on its website, describes how personal data is collected through the Platform.
11.2 Roles. The roles of the Parties for each category of personal data are set out in Section 2 of the DPA. Provider does not sell personal data of Campaign Participants and does not use it for third-party advertising.
11.3 Client's Obligations. Client ensures that any personal data it provides to Provider has been collected and transferred in compliance with applicable data protection laws, and in particular that it has and maintains valid grounds for the processing it instructs.
11.4 Compliance Actions. Unless prohibited by law, Provider may forward to Client any request, investigation or other action of a supervisory authority or third party, including a data subject, relating to personal data processed on Client's behalf. Where Provider has to take compliance action itself or assist Client beyond the assistance included in the DPA, Client reimburses Provider's reasonable costs.
12. Confidentiality
12.1 Definition. Confidential Information means any information disclosed by one Party (the Disclosing Party) to the other (the Receiving Party), directly or indirectly, in writing, orally or by inspection, that is designated as confidential or can reasonably be considered confidential. It includes the content of the Agreement (but not the fact that the Parties work together) and all information about the Disclosing Party's business and operations. The Licensed Products, the Services and Usage Data are Confidential Information of Provider. Confidential Information does not include information that: (i) was public before disclosure; (ii) becomes public through no act or omission of the Receiving Party; (iii) was already in the Receiving Party's possession, as shown by its records; (iv) is obtained from a third party without breach of confidentiality; or (v) is independently developed by the Receiving Party without use of the Confidential Information.
12.2 Obligation of Confidentiality. The Receiving Party does not disclose, sell, license, transfer or otherwise make available the Disclosing Party's Confidential Information to any person, except to its employees, agents, subcontractors and advisers who need to know it to perform the Agreement and are bound by equivalent obligations, and does not use it except to perform the Agreement.
12.3 Return. On the Disclosing Party's written request, the Receiving Party returns or deletes the Disclosing Party's Confidential Information.
12.4 Legal Disclosure. The Receiving Party may disclose Confidential Information where required by law or by a court or authority, provided that it gives the Disclosing Party prompt notice where permitted and limits the disclosure to what is required.
12.5 Feedback. Provider may freely use any suggestion or idea for improving its products or services that Client provides (Feedback), without compensating or crediting Client.
13. Publicity
Provider may refer to Client as a customer, and use Client's name and logo for that purpose in its marketing materials, with Client's prior written consent, which shall not be unreasonably withheld. Client grants Provider, during the Term, the licenses needed to display Client's names, logos, trademarks and Program assets within the Platform and its Programs.
14. Limited Warranty
14.1 As Is, As Available. The Services and the Licensed Products are provided as is and as available. To the maximum extent permitted by law, Provider disclaims all warranties, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement.
14.2 Exclusions. In particular, Provider does not warrant that the Services or Licensed Products will meet Client's requirements, operate without interruption or error, remain compatible with third-party products, remain available unchanged, or that a given plan will remain available for renewal. Provider gives no warranty regarding any decision Client takes on the basis of insights from the Services.
15. Limited Liability
15.1 Limitation. Provider's liability under the Agreement, whether in contract, tort or any other theory, is excluded and limited to the maximum extent permitted by law. Nothing in the Agreement excludes or limits liability for gross negligence or willful misconduct, or any other liability that cannot be excluded or limited by law.
15.2 Excluded Damages. To the extent permitted by law, Provider is not liable for simple negligence, nor for loss of use, interruption of business, loss of profit, revenue, savings, opportunity, goodwill or reputation, loss or corruption of data, or any indirect, special, incidental, exemplary or consequential damages.
15.3 Cap. Provider's total liability in any period of twelve (12) months does not exceed the Fees actually paid by Client in the twelve (12) months preceding the event giving rise to the claim.
15.4 Auxiliaries. The exclusions and limitations of this Section 15 also apply to Provider's directors, officers, employees, agents, representatives and auxiliaries.
16. Indemnification
16.1 Indemnity. Client defends, holds harmless and indemnifies Provider and its directors, officers, employees and auxiliaries from and against all liability, loss, cost, damage or expense, including reasonable legal fees, arising from: (i) Client's use of the Services or Licensed Products other than as permitted by the Agreement; (ii) Provider's use of the Client Materials as permitted by the Agreement; or (iii) the rules, prizes, rewards and content of Client's Programs, including any claim that they breach the laws referred to in Section 6.6.
16.2 Procedure. Provider informs Client without undue delay of any claim covered by Section 16.1 and allows Client to assist in its defence and settlement with counsel of Client's choosing and at Client's expense, where procedural rules permit.
17. Term and Termination
17.1 Entry into Force. The Agreement enters into force on the earlier of the signature or online acceptance of the Order Form and Client's first use of the Services.
17.2 Plans. The Order Form states Client's plan: (a) on a committed plan, the commitment period is twelve (12) months from the Start Date (the Commitment Period); (b) on a flexible plan, the minimum period is three (3) months from the Start Date, after which the plan continues month to month. The fixed Fees for the whole Commitment Period or minimum period are due, even if Client stops using the Services earlier, and continue to be collected monthly.
17.3 Renewal and Notice. A committed plan renews automatically for successive Commitment Periods of twelve (12) months, unless either Party gives written notice at least thirty (30) days before the end of the current Commitment Period. After its minimum period, a flexible plan continues until either Party terminates it with at least thirty (30) days' written notice, effective at the end of a calendar month. The initial period and any renewal together form the Term.
17.4 Termination for Cause. Provider may terminate the Agreement with immediate effect in case of material breach by Client, including under Section 10.9; where the breach can be cured, Provider first gives Client twenty (20) days' written notice to cure it, except for termination under Section 10.9, to which no further cure period applies. Provider may also terminate the Agreement where Client's use of the Services infringes, or risks infringing, third-party rights. Client may terminate the Agreement in case of material breach by Provider that remains uncured thirty (30) days after Client's written notice describing the breach.
17.5 Effects of Termination. On termination or expiry: (a) Provider stops providing and Client stops using the Services and Licensed Products; (b) all access rights and credentials are deactivated; (c) each Party returns or deletes the other's Confidential Information, at the Disclosing Party's option; and (d) Fees already paid remain acquired to Provider, and Client immediately pays all outstanding amounts and, where Provider terminates for cause, the fixed Fees for the remainder of the Commitment Period or minimum period, which become due at once.
17.6 Survival. Provisions that are expressed or intended to survive, and those necessary to interpret or enforce the Agreement, survive its termination or expiry.
18. Miscellaneous
18.1 Independent Contractors. The Parties are independent contractors. Neither Party has authority to bind the other, and neither holds itself out as the other's agent, employee, joint venturer or partner.
18.2 Subcontractors. Provider may use subcontractors for the provision of the Services and remains responsible for their performance.
18.3 Force Majeure. Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, strikes, power or internet failures, epidemics or similar events, for as long as the event lasts. The affected Party notifies the other promptly, uses its best efforts to limit the delay, and informs the other of its plans to resume performance.
18.4 Changes to these Documents. Provider may publish new versions of these GTC and the Schedules. A new version applies to Client: (a) on a flexible plan, thirty (30) days after Provider notifies it by email, Client being entitled to terminate by written notice effective on that date, notwithstanding Section 17.3 and any minimum period; and (b) on a committed plan, from the next renewal. Changes to the list of sub-processors follow the procedure of the DPA. The Order Form may be amended only in writing, signed or accepted by both Parties, or as permitted by Section 2.3.
18.5 Entire Agreement. The Agreement, together with the End-User Documentation, is the entire agreement between the Parties on its subject matter and supersedes all prior representations, understandings and agreements. Terms in Client's purchase orders or vendor documents do not apply, even if accepted or signed by Provider.
18.6 Order of Precedence. In case of conflict: the DPA prevails for the processing of personal data; Schedule 1 prevails for the AI Functions; otherwise these GTC prevail over the Order Form and the other Schedules, unless the Order Form expressly deviates from a section of these GTC that it cites.
18.7 Severability. If a provision of the Agreement is held invalid or unenforceable, the Parties replace it with a valid provision that reflects their original intent as closely as possible. All other provisions remain in force.
18.8 Electronic Signature and Online Acceptance. Signature includes electronic signatures (such as DocuSign or an equivalent provider) and the online acceptance of an Order Form through a process that records the name, email address and title of the accepting person, the date and time, and the versions of the documents accepted. Both have the same legal effect as a handwritten signature. "In writing" includes email.
18.9 Notices. Notices are sent by email to the contacts stated in the Order Form, or to any other address a Party notifies to the other.
18.10 No Waiver. A Party's failure to require performance of any obligation does not affect its right to enforce it later.
18.11 Assignment. Neither Party may assign or transfer the Agreement, in whole or in part, without the other's prior written consent. Provider may however, without Client's consent: (i) assign the Agreement to a third party acquiring all or substantially all of its business related to the Services; and (ii) assign, pledge or otherwise transfer its rights to payment under the Agreement, including for factoring or other financing purposes.
18.12 No Third-Party Beneficiaries. Except under Section 16, the Agreement confers no rights on any third party.
19. Governing Law and Jurisdiction
19.1 Governing Law. The Agreement and any use of the Licensed Products are governed by Swiss substantive law, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
19.2 Jurisdiction. The ordinary courts of Lausanne, Switzerland, have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. Provider may in any case seek injunctive relief in any jurisdiction to protect its Intellectual Property Rights.
20. Schedules
The following Schedules, in the version referenced in the Order Form, form part of the Agreement:
- Schedule 1: Artificial Intelligence
- Schedule 2: Security Measures
- Schedule 3: Rate Card: the prices and allowances of the Order Form and any rate card it references, including the messaging unit costs published at wecheer.io/pricing/messaging-costs
- Schedule 4: Data Processing Agreement
- Schedule 5: Support Policy