Terms of Service

These Terms of Service (also referred to in Switzerland as the “General Terms & Conditions” / “Conditions générales de vente”) (the “Terms”) govern access to and use of Ageospatial's websites, applications, APIs and services (the “Services”), including the GeoForge platform. By creating an account, ticking a checkbox labelled “I have read and accept the Terms”, clicking “Place Order”, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Parties, Contract Formation & Languages

1.1 Parties. These Terms are concluded between Ageospatial Sàrl (“Ageospatial”, “we”, “us”) and the person or legal entity accepting them (“Customer”, “you”).

1.2 Contract formation (online orders). During checkout, we display (i) the steps to place an order, (ii) how to detect and correct input errors before submission, and (iii) the information required by Swiss e‑commerce rules. When you click “Place Order” (or similar), you make a binding offer. We confirm receipt by email without undue delay. The contract is formed when we accept (e.g., by order confirmation, activation of the account, or first delivery of Services).

1.3 Availability of the Terms. A version of these Terms is available before order placement and can be downloaded at any time. We archive the version applicable to each order.

1.4 Languages. These Terms are provided in English and may be made available in French and German. In case of inconsistencies, the French version prevails for contracts with Swiss public entities and customers in Switzerland unless agreed otherwise in writing.

2. Services

2.1 Description. The Services include GeoForge's web application, APIs, plugins and related features (e.g., geospatial analysis, data processing, AI‑assisted outputs).

2.2 Service changes. We may improve or modify features. Changes that materially reduce core functionality for paid plans will be communicated in advance where reasonably possible.

2.3 No professional advice. Outputs (including AI‑generated) are for information only and are not professional, legal, engineering or emergency advice. You must validate critical results.

3. Accounts, Users & Organisation Workspaces

3.1 Registration. You must provide accurate information and keep it updated.

3.2 Credentials. Keep credentials confidential. You are responsible for activity under your account.

3.3 Organisations. If you join an organisation workspace, its administrators may control your access to organisation data and settings.

4. Orders, Subscriptions, Renewals & Cancellation

4.1 Plans and billing cycles. Paid plans may be monthly, annual or custom (as agreed in an order form or invoice). Usage‑based fees may apply (e.g., per‑query, compute, storage).

4.2 Prices & taxes. Unless expressly aimed at business customers, prices shown to consumers are final prices in CHF incl. VAT and compulsory charges. Business prices may be shown excl. VAT; the applicable VAT will then be added at checkout or on invoice.

4.3 Automatic renewal. Subscriptions renew automatically for the same term unless cancelled within the notice period stated at purchase or in your account. We send a renewal reminder by email and make cancellation available in your account in a few clicks.

4.4 How to cancel. You can cancel at any time from Billing → Manage plan → Cancel (self‑service) or by contacting us. Cancellation stops the next renewal; access continues until the end of the current paid term unless otherwise stated.

4.5 Trial offers. Trials convert to paid plans unless cancelled before the end of the trial. Conversion terms are shown during sign‑up.

4.6 Order records. We send an electronic confirmation after each order/renewal and keep billing records for the statutory retention period.

5. Fees, Late Payment & Set‑off

5.1 Payment methods. You authorise us and our payment processors to charge your selected method for recurring and usage fees. Keep billing data current.

5.2 Late payment. Overdue sums may suspend the Services until full payment.

5.3 Set‑off. You may set off only against undisputed or finally adjudicated claims.

6. Data, Privacy & Security

6.1 Roles. Depending on the configuration, we may act as (a) controller for account/usage data and catalogue content, and/or (b) processor for Customer Data that you ingest into GeoForge.

6.2 Customer Data. You (or your licensors) retain all rights to data you upload or create (“Customer Data”). You grant us and our subprocessors a non‑exclusive licence to host, process and display Customer Data solely to provide and maintain the Services, perform security, billing, support and legal compliance.

6.3 AI/LLM features. AI features may be provided by vetted third‑party providers under data‑processing terms. We do not permit your Customer Data to be used by subprocessors to train their foundation models without your explicit consent.

6.4 Privacy Policy & DPA. Our Privacy Policy (https://www.ageospatial.com/privacy) explains purposes, legal bases, recipients, transfers abroad and user rights under Swiss data protection law. When we process Customer Data on your instructions, a Data Processing Agreement (DPA) forms part of these Terms (see Appendix A).

6.5 Data location & transfers. We may store data in Switzerland, the EU or other countries offering adequate protection or with appropriate safeguards (e.g., standard contractual clauses recognised in Switzerland).

6.6 Security. We implement appropriate technical and organisational measures, including encryption in transit and at rest where applicable, access controls and logging.

6.7 Retention & deletion. On termination or request, we delete or return Customer Data in standard formats, except where retention is required by law (e.g., accounting records). Backups are purged per our retention schedule.

7. Intellectual Property & Third‑party Content

7.1 Our IP. The Services, software, models, logos and content (“Ageospatial IP”) are owned by or licensed to us. Except as expressly granted, no rights are transferred.

7.2 Licence to you. Subject to these Terms, we grant you a non‑exclusive, non‑transferable, revocable licence to use the Services for your internal purposes during an active subscription.

7.3 Third‑party data/licences. Certain layers, basemaps and datasets are subject to third‑party terms (e.g., OSM, Overture, Foursquare, HERE). You must comply with those terms; links are provided in‑product or on our website.

7.4 Feedback. You grant us a royalty‑free licence to use feedback to improve the Services.

8. Acceptable Use

You must not: (a) violate laws; (b) interfere with the Services; (c) transmit malware; (d) re‑sell or sub‑license unless permitted; (e) use the Services to generate or distribute unlawful content; (f) probe or circumvent security; (g) extract or re‑publish catalogue data in bulk without permission; (h) infringe third‑party IP or privacy.

9. Warranties, Disclaimers & Customer Responsibilities

9.1 “As is”. The Services are provided “as is” and “as available”. We do not warrant uninterrupted or error‑free operation, nor the accuracy or completeness of outputs (including AI outputs).

9.2 Your responsibilities. You are responsible for (i) selecting appropriate datasets and settings for your use case, (ii) validating critical results, and (iii) maintaining backups of Customer Data outside the Service.

10. Liability (Switzerland)

10.1 Cap. Subject to Clause 10.2, our aggregate liability for all claims arising out of or related to the Services is limited to the fees paid by you for the Services in the 12 months preceding the event giving rise to liability.

10.2 Mandatory carve‑outs. Nothing in these Terms limits or excludes liability where such limitation or exclusion is prohibited by Swiss law, including liability for wilful misconduct or gross negligence, or for death or personal injury.

10.3 Excluded damages. Subject to Clause 10.2, we are not liable for indirect or consequential losses (including lost profits, loss of data, or loss of business), even if advised of the possibility.

10.4 Auxiliary persons. Where permitted, we are liable for auxiliary persons per Swiss law.

11. Term, Suspension & Termination

11.1 Term. These Terms remain in force while you use the Services.

11.2 Suspension. We may suspend for non‑payment, security risks, suspected misuse or legal requirements; we will notify you where legally permitted.

11.3 Termination for convenience. You may terminate at any time by cancelling your plan (see Clause 4.4). To the extent our relationship is qualified as a mandate under Swiss law, either party may terminate at any time; if termination occurs at an inopportune time, the terminating party may owe damages as provided by law.

11.4 Effects. Upon termination, your right to use the Services ends. We will make Customer Data export available for a reasonable period unless prohibited by law. Clauses that by nature survive will continue (e.g., IP, confidentiality, liability, data protection, governing law).

12. Governing Law & Jurisdiction

12.1 Law. Swiss substantive law applies, without regard to conflict‑of‑law rules.

12.2 Forum for business customers. For B2B contracts, the exclusive forum is the competent courts at the registered seat of Ageospatial (Vaud), or another agreed court in Switzerland.

13. Changes to the Terms

We may update these Terms. Material changes will be announced in‑product and/or by email before they take effect. If you continue to use the Services after the effective date, you accept the updated Terms. We archive prior versions.

14. Miscellaneous

14.1 Entire agreement. These Terms, the Privacy Policy, DPA (if applicable) and the order form/invoice constitute the entire agreement and prevail over conflicting prior terms.

14.2 Severability. If a provision is unlawful or unenforceable, it will be limited to the minimum extent necessary; the remainder remains in effect.

14.3 No waiver. Failure to enforce is not a waiver.

14.4 Force majeure. Neither party is liable for delays or failure due to events beyond reasonable control (e.g., natural disasters, outages, strikes, government acts).

15. Delivery, Warranty & Returns (if applicable)

15.1 Delivery of digital Services. Unless stated otherwise, the Services are digital and made available immediately after activation. No physical shipment occurs.

15.2 Physical goods (if any). If we supply physical goods (e.g., devices, accessories), deliverable zones, delivery times and shipping costs are shown at checkout or in the order form. Risk passes on delivery.

15.3 Warranty for goods. For physical goods, the statutory warranty period is two (2) years from delivery unless a longer period is provided by the manufacturer or agreed in writing. Our primary remedy is repair or replacement within reasonable time; if neither is possible, price reduction or rescission applies per Swiss law.

15.4 Services. For Services, we provide reasonable skill and care but no result guarantee. This does not affect rights that cannot be waived under Swiss law.

15.5 Returns & withdrawal. Swiss law does not grant a general statutory right of withdrawal for online purchases. Unless expressly offered in your plan or order form, there is no contractual right of withdrawal for digital Services once provision has begun. This does not affect mandatory rights.

Appendix A – Data Processing Agreement (summary)

A1. Subject‑matter and duration. Processing of Customer Data as necessary to provide the Services, for the subscription term plus lawful retention.

A2. Nature and purpose. Hosting, storage, retrieval, transformation, analysis, support, security and billing.

A3. Types of personal data & data subjects. As determined by Customer: typically business contact data, location data, identifiers contained in datasets.

A4. Roles. Customer is controller; Ageospatial is processor.

A5. Subprocessing. We engage vetted subprocessors (list available on request / website) under written contracts imposing equivalent obligations.

A6. International transfers. Transfers outside Switzerland require adequate protection (adequacy or safeguards).

A7. Security. Technical and organisational measures include logical separation, access control, encryption in transit and at rest where applicable, vulnerability management and logging.

A8. Assistance. We assist Customer in responding to data‑subject requests and with security and breach notifications as required by law.

A9. Deletion/return. On termination, we return or delete Customer Data per Customer's choice, subject to legal retention.

A10. Audits. On reasonable notice, Customer may audit compliance (e.g., via reports or questionnaires) without unreasonably disrupting operations.

Appendix B – Third‑Party Licences (pass‑through)

Certain datasets and basemaps are licensed by third parties. Customer must comply with their licence terms, including attribution requirements. We provide links in‑product or on our website.

Contact

Ageospatial Sàrl (CHE‑387.728.565 TVA)

Office: EPFL Innovation Park, Bldg. C – La Forge, 1015 Lausanne (VD), Switzerland

Email: contact@ageospatial.com

Registered address: Available upon request via email.