Terms and conditions of sale and use

The service reads closed accounts and produces from them a reading structured in 7 sections, comprising the indicators calculable on those accounts, the items that feed them, the formula applied to each, and the named list of the indicators that the accounts submitted do not allow to be established.

The service does not keep the client's books and does not draw them up. It reads accounts already closed.

The service does not verify the accuracy of the accounts submitted. It performs no control, no review, no audit within the meaning of Articles 727 et seq. of the Code of Obligations, and in no case constitutes an auditor's report.

The service provides neither tax advice, nor legal advice, nor investment advice, nor investment recommendations within the meaning of the Financial Services Act. The publisher is not a financial services provider subject to that Act.

The reports constitute an aid to decision-making. They amount to neither financial advice, nor accounting advice, nor legal advice in the regulatory sense, and do not bind the publisher as to the decisions the client takes on reading them.

The service evolves. The publisher may add, modify or withdraw features and indicators, without this constituting a modification of the contract, provided that the characteristic performance defined in Article 4.1 continues to be furnished.

The withdrawal of a substantial feature is announced to the subscribing client thirty days in advance and opens a right of termination free of charge.

The publisher implements reasonable means to ensure the accessibility of the service. It guarantees no determined availability rate and reserves the right to interrupt access for maintenance or for security reasons, without indemnity, informing the client as far as possible.

The client warrants that the accounts they submit are accurate, complete and duly drawn up. They remain solely responsible for their content.

The client acknowledges that an erroneous figure in the accounts submitted produces an erroneous indicator in the report, and that this consequence is attributable to them.

The client warrants that they hold the right to submit the accounts they transmit, that no third-party right stands against it, and that the processing of those accounts by the publisher violates no obligation of confidentiality, professional secrecy or data protection to which the client would be bound.

Where the client acts on behalf of one of their own clients, they warrant that they hold the necessary engagement and that they have informed that party of the processing, including the place of hosting and the retention period.

The client holds the publisher harmless from any claim raised by a third party by reason of a breach of the warranties of this article, and bears the resulting costs of defence.

The client keeps their credentials confidential and answers for any use made from their account. They inform the publisher without delay of any unauthorised use of which they become aware.

The client refrains from attempting to access another client's data, from extracting the content of the service by automated means, from reconstituting the calculation rules of the engine, and from making the service available to third parties outside the framework provided for in Article 9.3.

The single report is invoiced at CHF 890.- for one financial year, once, without renewal.

Monthly monitoring is invoiced at CHF 149.- per month. Annual monitoring is invoiced at CHF 1 490.- per year, that is 2 months free.

Accounting firms benefit from a volume scale from ten clients upwards, the terms of which are set out in the particular agreement.

All amounts are exclusive of tax. Swiss value added tax at the rate in force, being 8.1 per cent at the date of this version, is added where it is due. A change in the statutory rate applies as of right.

The publisher may modify its prices. The modification is communicated to the subscribing client at least thirty days before it takes effect and takes effect only at the end of the current period. A client who refuses the modification may terminate free of charge before it takes effect.

Invoices are payable within thirty days. In the event of default, the publisher may suspend access to the service after a formal notice has remained without effect for ten days. Default interest of 5 per cent per year runs from the date of default, in accordance with Article 104 of the Code of Obligations, as do the effective recovery costs.

The client may set off a claim they hold against the publisher only with the latter's written agreement or if their claim is acknowledged or established by a decision that has entered into force.

The order of a single report opens no renewal and ends on delivery of the report.

Monthly monitoring renews tacitly from month to month and may be terminated at any time, with effect at the end of the current month.

Annual monitoring renews tacitly from year to year and may be terminated on thirty days' notice before the annual expiry. This notice period is agreed in consideration of the characterisation retained in Article 3.

Termination is effected from the client's workspace or in writing to hello@stratboard.ch. No reason is required. Amounts already settled for the current period are not refunded.

Either party may terminate with immediate effect for good cause, in particular in the event of a serious breach of these terms remaining unremedied for thirty days after formal notice, or in the event of insolvency proceedings being opened against the other party.

At the end of the contract, the client retains access to their reports for thirty days in order to export them. After that period, access is closed. The data remains retained in accordance with Article 12.4, unless erasure is requested.

Articles 9, 10, 11, 12 and 13 survive the end of the contract.

All elements constituting the service, texts, visual identity, brand, source code, calculation rules, library of levers and structure of the reports, remain the property of CIABATTI or its assignees. No provision of these terms effects a transfer of those rights.

The accounts submitted remain the property of the client. The publisher receives on them a licence limited to what is necessary for the performance of the contract.

The report produced belongs to the client, who may use it, reproduce it and communicate it in the course of their activity, subject to Article 9.3.

The report is drawn up for the client alone, on the basis of the accounts they have submitted, and for the use described in Article 4.1.

Where the client is an accounting firm, it may deliver the report to its own client under its own identity. It then remains solely responsible towards that party for the use made of it and for the advice it draws from it.

The publisher assumes no liability towards a third party who comes to know the report and to rely on it, whatever the basis invoked, including liability founded on reliance. A client who communicates a report to a third party informs them of this restriction, which also appears on the report itself.

The publisher warrants that the engine applies to the accounts submitted the calculation rules described in the report, and that the same submission produces the same result.

Each indicator displays the items read, the formula applied and what the indicator does not cover, so that the client can verify its calculation.

The client examines the report on delivery and notifies any defect in writing within thirty days. This period is a contractual forfeiture period: after that term, the report is deemed accepted and warranty rights are extinguished.

Hidden defects are notified within thirty days of their discovery.

In the event of a defect attributable to the engine, the publisher corrects the calculation and reissues the report free of charge, within a reasonable period. This remedy constitutes the exclusive warranty performance.

If the remedy fails twice on the same defect, the client may request a reduction of the price or, for a single report, its refund. Any other warranty claim is excluded within the limits of Article 11.4.

The warranty does not cover the consequences of an erroneous figure in the accounts submitted, of an incomplete submission, of a modification of the report by the client, nor of an interpretation of the report by the client or by a third party.

The liability of the publisher, whatever its basis, contractual or tortious, is limited to the amount effectively paid by the client in respect of the service during the twelve months preceding the triggering event.

Where the contract concerns a single report, that amount is the amount of the report concerned.

StratBoard produces a reading of accounts already drawn up. It does not decide, does not recommend, and in no case substitutes itself for the judgement of the client or of their advisers. Any decision of management, investment, financing, hiring or pricing remains that of the client alone, who bears its consequences.

The publisher accordingly answers for no damage resulting from a decision taken on reading a report, nor for any indirect damage, in particular loss of profit, loss of opportunity, loss of data attributable to the client and harm to reputation.

In accordance with Article 101 paragraph 2 of the Code of Obligations, the limitation provided for in Article 11.1 extends to the acts of the publisher's auxiliaries and subcontractors, within the same limits and subject to the same reservation.

The foregoing limitations and exclusions apply neither to wilful misconduct, nor to gross negligence, nor to personal injury, in accordance with Article 100 of the Code of Obligations. Nor do they apply in cases where mandatory law excludes any limitation.

Nor do they apply to claims arising from a breach of Article 12 by the publisher, to the extent that data protection law provides for a mandatory regime.

For the client's account data, the publisher acts as controller.

Where the client is an accounting firm submitting the accounts of one of its own clients, the firm is the controller and the publisher acts as processor within the meaning of Article 9 of the Federal Act on Data Protection and, where it applies, of Article 28 of the European General Data Protection Regulation.

The accounts submitted and the reports produced are stored in Switzerland, in Zurich. Application processing runs in Frankfurt, Germany.

The transfer to the European Union rests on the Federal Council's recognition of an adequate level of protection in the member states, within the meaning of Article 16 of the Federal Act on Data Protection.

The publisher engages the following processors, whose current list appears in the privacy policy: the host of the database and of document storage in Switzerland, the application host in the European Union, and the provider routing transactional email.

The publisher informs the client of any change of processor thirty days in advance. The client may object on a substantiated ground relating to data protection; failing agreement, they may terminate free of charge.

The accounts submitted, the reports produced and the calculation parameters frozen at their establishment are retained for ten years, a period corresponding to the retention obligation laid down in Article 958f of the Code of Obligations.

The client may request early erasure. They then bear the consequences of that erasure in the light of their own retention obligations, and the publisher does not answer for the impossibility of reproducing an erased report.

A written data processing agreement is concluded with every accounting firm before the opening of the first engagement. It specifies the categories of data, the purposes, the places of processing, the further processors, the security measures and the conditions of return or erasure. It prevails over these terms on the matters it governs.

The detail of the processing appears in the privacy policy published on stratboard.ch, which forms an integral part of these terms.

The client may not assign the contract without the written agreement of the publisher.

The publisher may assign the contract, in whole or in part, to a company it controls or which takes over the operation of the service. In the event of transformation of the sole proprietorship into a corporation, the contracts are transferred by universal succession in accordance with the Merger Act, without the client's agreement being required. The client is informed of it.

Communications between the parties are validly effected by electronic mail to the addresses set out in the contract, save where the law or these terms require the written form.

If a clause of these terms is declared void or inapplicable, the others remain in force. The clause is replaced by a valid clause whose economic effect comes closest to the parties' initial intention.

These terms, the privacy policy and, where applicable, the particular agreement and the data processing agreement form the entirety of the agreement. In the event of contradiction, the order of priority is as follows: the data processing agreement for the matters it governs, then the particular agreement, then these terms, then the privacy policy.

The contract is subject to Swiss law, to the exclusion of conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

The exclusive forum is at the publisher's registered office, in Zermatt, subject to the mandatory fora provided by law. The parties expressly agree to this choice of forum within the meaning of Article 17 of the Code of Civil Procedure.