Terms & Conditions

1.Parties, scope and acceptance

1.1 These Terms and Conditions (the “Terms”) are entered into between Fincargo S.A., a company incorporated in Switzerland under company registration number CHE-386.680.507, with registered address at Rue de l'Industrie 23, CH-1950 Sion, Switzerland (“Fincargo”, “we”, “us”), and the business entity identified in the Order Form (the “Customer”, “you”).

1.2 These Terms govern the Customer's access to and use of the Fincargo platform, its Modules, the Virtual Employees™ and all related services, documentation and support (together, the “Services”).

1.3 The Services are provided exclusively to businesses, professionals and public bodies acting in a commercial or professional capacity. They are not offered to consumers, and consumer protection rules therefore do not apply.

1.4 The following documents form part of the agreement between the parties and apply in this order of precedence in the event of conflict:

1. the Order Form, including any statement of work, service description or annex signed by both parties;
2. the Data Processing Agreement;
3. these Terms;
4. any policy referenced in these Terms, including the Confidentiality & Security Policy and the Cookies Policy.

1.5 Acceptance. These Terms become binding on the Customer on the earliest of the following to occur:

1. the Customer signs, or otherwise confirms in writing, an Order Form that refers to these Terms;
2. the Customer or a User clicks to accept these Terms in the Platform, during account creation or at first login;
3. the Customer or a User accesses or uses the Services, or the Customer permits a User or a third party to do so on its behalf;
4. the Customer instructs Fincargo to perform any Service, including issuing a document, verifying an invoice, making a filing or transmitting data to a Financing Partner.

Each individual accepting these Terms warrants that they are authorised to bind the Customer. A Customer that does not agree to these Terms must not access or use the Services. Continued use of the Services constitutes continuing acceptance of the version of these Terms then in force, as notified under clause 20.

1.6 Users. The Customer shall bring these Terms to the attention of each User before granting that User access, and shall ensure that its Users comply with them. Acts and omissions of Users are attributed to the Customer.

1.7 No purchase order, general terms of purchase or other document issued by the Customer varies these Terms, even where Fincargo acknowledges or acts upon it, unless Fincargo has expressly agreed to the variation in writing.

2.Definitions

• Order Form — the document signed by the parties that identifies the Modules subscribed to, the fees, the volumes or usage limits, the initial term and any Customer-specific terms.
• Module — one of the five functional components of the Platform described in clause 3.
• Virtual Employee™ — a coordinated set of software agents that executes a defined scope of work within a Module, within boundaries and approval thresholds configured for the Customer.
• Customer Data — all data, documents and content that the Customer or its Users submit to the Services, or that Fincargo retrieves from the Customer's systems or connected third-party systems on the Customer's instruction.
• Output — any document, determination, classification, verification result, report, filing or recommendation generated by the Services, including e-Waybills, e-Invoices, audit findings and analytics.
• User — an individual authorised by the Customer to access the Services under the Customer's account.
• Counterparty — a shipper, logistics or transport provider, carrier, supplier, customer or other third party with which the Customer transacts through the Services.
• Financing Partner — a bank, factor, insurer or other regulated financial institution that offers financing or related services in connection with Module 5.

3.The Platform and the five Modules

3.1 Fincargo provides a software platform that orchestrates the order-to-cash chain. The Platform consists of five Modules, which may be subscribed to individually or in combination as set out in the Order Form.

3.2 Module 1 — Plan & Assign

Fincargo provides tools to plan orders, match available capacity and record transport assignments between the Customer and its Counterparties. Fincargo is not a carrier, freight forwarder, transport operator, broker or agent, is not a party to any transport, freight or supply contract concluded through the Services, and assumes no obligation to carry, store or deliver goods. All commercial terms — including rates, capacity, routing, liability and insurance — are agreed directly between the Customer and its Counterparties.

3.3 Module 2 — Track & Comply (regulatory e-Waybill)

Fincargo issues, transmits, tracks and archives electronic consignment notes and waybills, including eCMR under the Additional Protocol to the CMR Convention and applicable national and EU mandates, acting as a technical service provider on the Customer's instruction and in the Customer's name. The Customer remains the legally responsible consignor, carrier, freight forwarder or consignee under the applicable transport and customs regime.

The Customer is responsible for the accuracy, completeness and lawfulness of the data submitted for each waybill, and for ensuring that the persons signing or acknowledging a document are duly authorised. Fincargo supports the electronic formats, mandates and corridors listed in the Order Form or the then-current service description; support for a given jurisdiction may change where the underlying law, technical specification or authority interface changes. Fincargo does not warrant that any authority, court or Counterparty will accept a particular electronic document, and does not provide legal advice on transport regulation.

Documents are retained and made available for the retention period stated in the Order Form or, absent such a statement, for the minimum period required by the applicable mandate. The Customer is responsible for its own statutory archiving obligations and should export its records before termination in accordance with clause 18.5.

3.4 Module 3 — Verify (freight audit)

Fincargo compares invoices received by or issued for the Customer against executed waybills, agreed rate structures and other reference data, and reports matches, discrepancies and exceptions. Verification Outputs are decision support, not a payment authorisation, certification or audit opinion. The Customer alone decides whether to approve, reject, dispute, pay or withhold payment of any invoice, and remains responsible for the consequences of that decision. Automated approval within thresholds configured by the Customer is an action taken on the Customer's behalf and at the Customer's risk.

3.5 Module 4 — Invoice (regulatory e-Invoicing)

Fincargo formats, validates, signs where required, transmits and archives electronic invoices through the applicable networks, clearance platforms, continuous transaction control regimes and tax authority interfaces, acting as an electronic invoicing service provider and, where the applicable law permits, as the Customer's authorised agent for transmission. Where the Order Form so provides, Fincargo may issue invoices in the Customer's name and on the Customer's behalf (self-billing or outsourced invoicing); the Customer grants the mandates and authorisations required for that purpose and warrants that it is entitled to grant them.

The Customer remains solely responsible for its fiscal position. This includes the substantive content of each invoice, the determination of VAT or other indirect tax, place of supply, rates, exemptions and reverse-charge treatment, registration and reporting obligations, and the correction of any invoice found to be incorrect. Fincargo does not provide tax, accounting or legal advice and its Outputs do not constitute such advice. Fincargo will use reasonable endeavours to keep formats and validations aligned with mandates in force in the supported jurisdictions, but does not warrant that a filing will be accepted by any authority or that a mandate change will be supported from the day it takes effect.

To deliver this Module, Customer Data is necessarily transmitted to the networks, platforms, service providers and public authorities designated by the applicable mandate, which may be located outside Switzerland. See clause 10.4.

3.6 Module 5 — Finance (supply chain finance)

Fincargo presents verified and compliant receivables to Financing Partners and, on the Customer's instruction, transmits the data required to assess and execute a financing transaction. Fincargo is not a bank, lender, factor, payment institution, insurer, investment firm or other regulated financial intermediary. Fincargo does not grant credit, purchase receivables, hold client funds, execute payments or provide financial, credit or investment advice.

All financing, factoring, discounting, insurance and payment services are provided by the relevant Financing Partner under a separate agreement concluded directly between that partner and the Customer, on that partner's terms and subject to that partner's credit, onboarding, know-your-customer and anti-money-laundering requirements. Any indicative rate, limit, eligibility flag or funding timeline shown in the Platform is indicative only, is not an offer or commitment, and may be withdrawn or changed by the Financing Partner. Fincargo is not responsible for a Financing Partner's decision to offer, decline, price, suspend or withdraw financing, nor for its performance.

The Customer warrants that receivables it submits for financing are genuine, unencumbered, free of undisclosed set-off and not already assigned, and that it is entitled to assign them.

4.Virtual Employees and human oversight

4.1 The Services are delivered in part by Virtual Employees™ — automated agents that operate within a scope, a data perimeter and approval thresholds configured for the Customer. Every action they take is logged.

4.2 The Customer configures and is responsible for those thresholds and permissions, including which actions may be executed automatically, which require human approval, and which Users hold which rights. An action executed by a Virtual Employee within the configured thresholds is an action of the Customer, taken on the Customer's instruction and at the Customer's risk.

4.3 Automated systems can produce incomplete or incorrect results. The Customer shall maintain reasonable human oversight proportionate to the value and regulatory sensitivity of the process concerned, and shall review Outputs before relying on them for a regulatory filing, a payment or a legally binding commitment.

4.4 Where a User corrects an action, that correction may be used to improve the accuracy of the Services for the Customer. Fincargo does not use Customer Data to train generative models made available to other customers or to any third party.

4.5 Actions taken by the Services can be traced through the audit log and, where technically possible, reversed. Reversal does not undo effects already produced outside the Platform, including filings accepted by an authority, payments executed by a third party or commitments accepted by a Counterparty.

5.Contract, term and renewal

5.1 The agreement is formed on acceptance in accordance with clause 1.5. Where the Customer uses the Services before an Order Form is signed, these Terms govern that use, and the Order Form applies from the date of first use unless it states otherwise.

5.2 The initial term, any renewal mechanism, the notice period for non-renewal and any usage or volume commitments are those stated in the Order Form. Absent a contrary provision, the agreement continues until terminated in accordance with clause 18.

5.3 Where Fincargo makes a trial, pilot, proof of concept or beta feature available, it is provided free of charge or at a reduced fee, “as is”, without any service level or warranty, and may be modified or withdrawn at any time. Clauses 14 and 15 apply with full force to such use.

6.Your obligations

6.1 The Customer shall:

1. provide accurate, complete and up-to-date data, master data, rate structures, tax identifiers and mandates, and keep them current;
2. obtain and maintain all authorisations, registrations, powers of attorney and Counterparty consents required for Fincargo to act on its behalf, in particular for e-Waybill and e-Invoicing purposes;
3. keep credentials confidential, use multi-factor authentication where offered, manage User rights, and notify Fincargo without undue delay of any suspected unauthorised access;
4. ensure that its Users comply with these Terms, and remain responsible for their acts and omissions;
5. maintain the integrations, interfaces and system access that the Services require, and cooperate reasonably in resolving incidents;
6. use the Services in compliance with applicable law, including export control, sanctions, competition, tax, transport and data protection law.

6.2 The Customer shall not, and shall not permit any third party to: resell or make the Services available to a third party except as permitted in the Order Form; reverse engineer, decompile or attempt to derive the source code or models underlying the Services; circumvent usage limits, security features or access controls; use the Services to submit unlawful, fraudulent or infringing content; use the Services to build a competing product; or conduct penetration testing, load testing or vulnerability scanning without Fincargo's prior written consent.

6.3 Fincargo may, without liability, refuse or suspend the processing of any instruction or document that it reasonably believes to be unlawful, fraudulent, materially inaccurate or in breach of these Terms.

7.Fees and payment

7.1 Fees, the pricing model, the billing period, the currency, indexation and payment terms are those stated in the Order Form. Fees are exclusive of VAT and other applicable taxes, duties and withholdings, which the Customer bears.

7.2 Invoices are payable in full and without set-off, deduction or counterclaim within the period stated in the Order Form. Overdue amounts bear default interest at 5% per annum in accordance with Article 104 of the Swiss Code of Obligations, or at the rate stated in the Order Form if higher, together with reasonable costs of collection.

7.3 Where an amount remains unpaid more than 30 days after a written reminder, Fincargo may suspend the Services in accordance with clause 18.2.

7.4 Fees paid or payable for a period already begun are not refundable, except where the Customer terminates for Fincargo's material breach under clause 18.3, in which case Fincargo shall refund the pro-rata portion of prepaid fees for Services not delivered.

7.5 Charges levied by third parties — Financing Partners, network operators, certification authorities, banks or public bodies — are separate from Fincargo's fees and are governed by the Customer's relationship with those parties.

8.Customer Data and ownership

8.1 Customer Data remains the property of the Customer or its licensors. Fincargo acquires no ownership in it.

8.2 The Customer grants Fincargo a non-exclusive, worldwide licence to host, copy, transmit, display, process and adapt Customer Data for the sole purposes of providing, securing, supporting and improving the Services for the Customer, and of complying with Fincargo's legal obligations. This licence ends when the data is deleted in accordance with clause 18.5.

8.3 As between the parties, Outputs generated for the Customer belong to the Customer, subject to Fincargo's rights in the Platform under clause 13. The Customer is responsible for verifying Outputs before relying on them.

8.4 The Customer warrants that it holds the rights and legal bases required to submit Customer Data to the Services and to instruct the processing described in these Terms, including in respect of data relating to its Counterparties.

8.5 Fincargo may generate and use aggregated, de-identified statistical data derived from use of the Services for benchmarking, capacity planning, security and product improvement, provided that such data does not identify the Customer, any User, any Counterparty or any individual and is not made available in a form that could reasonably be attributed to the Customer.

8.6 Customer Data is not used to train generative or foundation models made available to other customers or to any third party.

9.Data protection

9.1 Each party complies with the data protection law applicable to it, including the Swiss Federal Act on Data Protection (FADP) and, where applicable, Regulation (EU) 2016/679 (GDPR).

9.2 In respect of personal data contained in Customer Data, the Customer acts as controller and Fincargo as processor. Processing is governed by the Data Processing Agreement, which sets out the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, the security measures, the approved sub-processors, the arrangements for international transfers and the rules on assistance, audits, breach notification and deletion. The Data Processing Agreement prevails over these Terms in the event of conflict on data protection matters.

9.3 Fincargo acts as an independent controller for a limited set of purposes, namely account administration, billing, security monitoring, service statistics and compliance with its own legal obligations.

9.4 Fincargo may engage sub-processors, subject to written obligations no less protective than those in the Data Processing Agreement, and will inform the Customer of intended changes so that the Customer may object on reasonable grounds.

9.5 Fincargo notifies the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, and provides the information reasonably required for the Customer to meet its own notification obligations.

10.Security, certifications and Swiss data residency

10.1 Certifications. Fincargo maintains an information security management system certified to ISO/IEC 27001 and holds the CyberSafe label. Fincargo shall maintain these certifications, or an equivalent recognised standard, for the duration of the agreement, and shall inform the Customer without undue delay if a certification lapses, is suspended or is withdrawn. The scope, validity period and issuing body of each certification are those stated in the relevant certificate, a copy of which is available to the Customer on request. Certification evidences the existence and audit of a management system; it is not a warranty that the Services will be free of vulnerabilities or immune to attack.

10.2 Data residency. Customer Data is stored and backed up in data centres located in Switzerland, operated under contractual security commitments consistent with clause 10.1. Fincargo shall not relocate the primary storage of Customer Data outside Switzerland without giving the Customer prior written notice and, where the Customer objects on reasonable grounds, the Customer may terminate the affected Module in accordance with clause 18.4.

10.3 Security measures. Fincargo implements and maintains technical and organisational measures appropriate to the risk, including: encryption of data in transit using current TLS standards and encryption of data at rest; role-based access control with least-privilege provisioning and multi-factor authentication for administrative access; segregation of environments; logging, continuous monitoring and alerting; vulnerability management and patching; periodic penetration testing and internal audit; secure development practices; documented backup, restore and disaster-recovery procedures; and personnel screening, confidentiality undertakings and security training. A fuller description is set out in the Confidentiality & Security Policy and in the Data Processing Agreement.

10.4 Regulatory transmissions. The Customer acknowledges that Modules 2 and 4 require Fincargo to transmit Customer Data to the networks, platforms, service providers and public authorities designated by the applicable mandate — including national tax authority platforms, clearance systems, Peppol access points and national e-Waybill registers — and that such recipients may be located outside Switzerland. These transmissions are inherent to the regulated service the Customer has requested and are made on the Customer's instruction. Once data has been received by a public authority or a mandated platform, it is processed under that body's own legal regime and outside Fincargo's control. Any transfer of personal data outside Switzerland or the EEA is made on the legal basis identified in the Data Processing Agreement.

10.5 Customer-side security. The Customer is responsible for the security of its own systems, endpoints, credentials and integrations, and for the configuration of User rights and approval thresholds within the Platform.

11.Availability, support and changes

11.1 Fincargo shall provide the Services with reasonable skill and care and shall use commercially reasonable endeavours to keep them available on a continuous basis. Where the Order Form contains a service level agreement, that agreement sets out the availability target, the measurement method, the support response times and the service credits, which are the Customer's sole remedy for failure to meet a service level.

11.2 Fincargo may carry out planned maintenance, and shall give reasonable advance notice and schedule it outside peak hours where practicable. Emergency maintenance may be carried out without notice where necessary to preserve security or integrity.

11.3 Fincargo may modify, improve or replace features of the Services. Fincargo shall not materially reduce the core functionality of a subscribed Module during a term without giving the Customer at least 30 days' written notice; where such a change has a material adverse effect on the Customer, the Customer may terminate the affected Module under clause 18.4.

11.4 Where a change of law, mandate, technical specification or authority interface makes a feature unlawful, impossible or disproportionate to maintain, Fincargo may adapt or discontinue it with such notice as is reasonably practicable in the circumstances.

11.5 The Services depend on third-party systems, networks and interfaces — including the Customer's ERP and TMS, telematics providers, e-invoicing networks and public authority platforms. Fincargo is not responsible for the availability, performance, accuracy or changes of those systems, or for delays and failures caused by them.

12.Third parties and financing partners

12.1 The Services allow the Customer to connect third-party systems and to interact with Counterparties and Financing Partners. Fincargo is not a party to, and gives no warranty in respect of, any contract between the Customer and such a third party.

12.2 Where the Customer instructs Fincargo to share data with a Counterparty, a Financing Partner or another third party, Fincargo acts on that instruction. The Customer is responsible for the lawfulness of the instruction and for the recipient's subsequent use of the data.

12.3 Clause 3.6 applies in full to all financing activity. Nothing in the Services constitutes an offer of credit, a solicitation to invest, a payment service or personalised financial advice.

13.Intellectual property

13.1 Fincargo and its licensors own all intellectual property rights in the Platform, the Modules, the Virtual Employees™, the underlying software, models, ontologies, know-how, documentation and all improvements to them. Nothing in these Terms transfers those rights.

13.2 Subject to payment of the fees and to these Terms, Fincargo grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the subscribed Modules for its internal business purposes during the term.

13.3 “Fincargo”, “Virtual Employees™” and the Fincargo logo are trademarks of Fincargo. Neither party may use the other's name, logo or trademarks without prior written consent, except that Fincargo may name the Customer in a factual customer list where the Order Form so permits.

13.4 The Customer may provide feedback and suggestions. Fincargo may use them freely, without obligation or attribution, and the Customer retains no rights in any resulting improvement to the Services.

14.Warranties and disclaimers

14.1 Fincargo warrants that it will provide the Services in a professional manner with reasonable skill and care, in material conformity with the applicable service description, and that it has the right to grant the licence in clause 13.2.

14.2 To the fullest extent permitted by law, and except as expressly stated in clause 14.1, the Services are provided without further warranty of any kind, whether express, implied or statutory. In particular, Fincargo does not warrant that:

1. the Services will be uninterrupted, error-free or free of vulnerabilities;
2. any Output will be accurate, complete or fit for a particular purpose, or that any automated determination will be correct;
3. any e-Waybill, e-Invoice or other filing will be accepted by any public authority, platform, court or Counterparty;
4. the Services will ensure the Customer's compliance with any law, mandate, tax obligation or regulatory requirement applicable to the Customer;
5. any financing will be offered, approved, priced, maintained or funded by a Financing Partner.

14.3 The Services do not constitute legal, tax, accounting, customs, insurance or financial advice, and must not be relied upon as such. The Customer is responsible for obtaining its own professional advice.

15.Limitation of liability

15.1 Neither party excludes or limits liability for death or personal injury caused by its negligence, for its own intentional wrongdoing or gross negligence, or for any other liability that cannot lawfully be excluded or limited under Swiss law.

15.2 Subject to clause 15.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill or reputation, for loss or corruption of data to the extent recoverable from a backup maintained in accordance with clause 10.3, for the cost of procuring substitute services, or for fines, penalties, interest or surcharges imposed on the Customer by a public authority, however arising.

15.3 Subject to clause 15.1, Fincargo's total aggregate liability arising out of or in connection with the agreement, whether in contract, tort or otherwise, is limited in aggregate to the total fees paid or payable by the Customer under the Order Form in the twelve (12) months preceding the event giving rise to the liability.

15.4 Fincargo is not liable for loss arising from: inaccurate, incomplete or late Customer Data; instructions, configurations, thresholds or approvals set by the Customer or its Users; a decision taken by the Customer on the basis of an Output; the acts, omissions, insolvency or systems of a Counterparty, Financing Partner, network operator, integration provider or public authority; the Customer's failure to hold a required authorisation, registration or mandate; or use of the Services in breach of these Terms.

15.5 The Customer's payment obligations are not limited by this clause.

15.6 Any claim under the agreement must be notified in writing within twelve (12) months of the Customer becoming aware of the facts giving rise to it, failing which the claim is excluded, to the extent permitted by law.

15.7 The limitations in this clause reflect the allocation of risk between the parties and are an essential element of the fees agreed.

16.Indemnity

16.1 Fincargo shall defend the Customer against any third-party claim that the Services, as provided by Fincargo and used in accordance with the agreement, infringe that third party's intellectual property rights, and shall bear the damages and reasonable costs finally awarded or agreed in settlement. Fincargo may, at its option, modify the Services, procure the necessary rights or terminate the affected Module with a pro-rata refund of prepaid fees. This obligation does not apply where the claim arises from Customer Data, from a modification not made by Fincargo, or from use in combination with third-party systems not supplied by Fincargo.

16.2 The Customer shall indemnify Fincargo against claims, losses, fines and reasonable costs arising from Customer Data, from the Customer's breach of clause 6 or 8.4, from the Customer's regulatory, tax or transport obligations, or from a claim by a Counterparty or Financing Partner relating to a transaction or document originating from the Customer.

16.3 The indemnified party shall notify the other party without undue delay, allow it to control the defence and provide reasonable assistance at the indemnifying party's cost. No settlement that imposes an obligation on the indemnified party may be concluded without its consent.

17.Confidentiality

17.1 Each party shall keep the other party's confidential information confidential, use it only for the purposes of the agreement, protect it with at least the care it applies to its own confidential information, and disclose it only to those personnel, advisers and subcontractors who need it and who are bound by equivalent obligations.

17.2 Confidential information does not include information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction.

17.3 Disclosure required by law, by a court or by a competent authority is permitted, provided that the disclosing party gives such prior notice as is lawful and practicable and limits the disclosure to what is required.

17.4 These obligations survive termination for five (5) years, and indefinitely in respect of trade secrets and personal data.

18.Suspension and termination

18.1 Either party may terminate for convenience with effect from the end of the then-current term, by giving the notice stated in the Order Form.

18.2 Fincargo may suspend all or part of the Services with immediate effect where: an amount is overdue as described in clause 7.3; the Customer's use threatens the security, integrity or lawful operation of the Platform; Fincargo is required to do so by law or by a competent authority; or the Customer is in material breach. Fincargo shall give notice of the suspension, limit it to what is necessary and restore the Services once the cause is remedied. Suspension does not relieve the Customer of its payment obligations.

18.3 Either party may terminate the agreement with immediate effect by written notice where the other party is in material breach and has failed to remedy it within thirty (30) days of written notice, or where the other party becomes insolvent, enters composition or liquidation proceedings or ceases to carry on business.

18.4 Where a right of termination is given to the Customer under clause 10.2, 11.3 or 16.1, the Customer may terminate the affected Module by written notice within thirty (30) days of Fincargo's notice, with a pro-rata refund of prepaid fees for the terminated Module.

18.5 On termination the Customer's right to access the Services ends. Fincargo shall make Customer Data available for export in a commonly used machine-readable format for thirty (30) days after termination, after which it shall delete or irreversibly anonymise Customer Data within a further ninety (90) days, except where retention is required by law or by an applicable e-Waybill or e-Invoicing archiving mandate, in which case the data is retained solely for that purpose and for the required period. Extended archiving or retrieval services may be agreed separately.

18.6 Clauses 8, 9, 13, 14.2, 15, 16, 17, 18.5, 21 and 22 survive termination, together with any provision intended to survive.

19.Force majeure

19.1 Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, civil unrest, terrorism, epidemic, strike, embargo or sanctions, failure of public telecommunications, energy or internet infrastructure, large-scale cyber-attack, or an act, outage or decision of a public authority or mandated platform. The affected party shall notify the other without undue delay and use reasonable endeavours to mitigate. Payment obligations for Services already delivered are not suspended.

19.2 Where the event continues for more than sixty (60) days, either party may terminate the affected Services by written notice without liability.

20.Changes to these Terms

20.1 Fincargo may amend these Terms to reflect changes in law, regulation, mandates, security requirements or the Services. Fincargo shall notify the Customer at least thirty (30) days before an amendment takes effect, by email to the Customer's designated contact or by notice in the Platform.

20.2 Where an amendment has a material adverse effect on the Customer, the Customer may object in writing before the effective date; the parties shall then discuss in good faith, and failing agreement the Customer may terminate the affected Services with effect from the date the amendment takes effect, with a pro-rata refund of prepaid fees. Continued use after the effective date constitutes acceptance.

20.3 Amendments required to comply with a legal or regulatory obligation, or to address an immediate security risk, may take effect on shorter notice.

20.4 The version and effective date of these Terms are shown at the top of this page. Superseded versions are available from Fincargo on request.

21.General provisions

21.1 Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, except for the limited transmission mandates expressly granted under clauses 3.3 and 3.5.

21.2 Assignment. Neither party may assign the agreement without the other's prior written consent, except that either party may assign it to an affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all its assets, on written notice.

21.3 Subcontracting. Fincargo may use subcontractors and sub-processors to deliver the Services and remains responsible for their performance. Sub-processing of personal data is governed by clause 9.4.

21.4 Notices. Notices shall be in writing and sent to the addresses stated in the Order Form; notices to Fincargo shall also be sent to contact@fincargo.ai. Operational notices may be given by email or in the Platform.

21.5 Entire agreement. The documents listed in clause 1.4 constitute the entire agreement between the parties on their subject matter and supersede all prior discussions, proposals and representations, save for fraudulent misrepresentation.

21.6 No waiver. A failure or delay in exercising a right is not a waiver of it.

21.7 Severability. If a provision is held invalid or unenforceable, it shall be replaced by a valid provision that best reflects the parties' intent, and the remainder of the agreement remains in force.

21.8 Language. The English version of these Terms prevails over any translation.

21.9 Third parties. The agreement confers no rights on any third party, except as expressly stated.

22.Governing law and jurisdiction

22.1 These Terms and the agreement are governed by Swiss substantive law, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

22.2 The parties shall attempt in good faith to resolve any dispute amicably. Failing resolution, the ordinary courts of Sion, Canton of Valais, Switzerland have exclusive jurisdiction, subject to any mandatory statutory forum and to either party's right to seek interim or injunctive relief before any competent court.

22.3 Contact for all legal notices: Fincargo S.A., Rue de l'Industrie 23, CH-1950 Sion, Switzerland — contact@fincargo.ai.