## 1. Definitions
| Item | Description |
|------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Bank Service Provider | The online account of a Customer's bank (e-banking). |
| Banking Interface(s) | communication interface(s) used to exchange banking data and provide the Services. |
| bLink | the platform created by SIX for standardized interfaces to financial institutions as well as a software and service providers for bank account integration. |
| Company(ies) | Any entity that has entered into a SaaS Agreement with Sway. |
| Contractual Documentation | The user agreement that is entered into between You and Us upon your acceptance of the GTCs. |
| GTCs or General Terms and Conditions or the Contract | These general terms and conditions, as the case may be, in the version as modified by Sway. |
| Platform | The secured pages of the Site, accessible only to registered Users by downloading and creating an account on the Sway Finance app from the Apple Store of the Google Play Store, in order to profit from Sway's Services. |
| Service(s) | The services offered by Sway as described in Sections 2.1 and 2.2. |
| Site | The website and web services found at <https://www.swayapp.io/>, or <https://business.swayapp.io>, and any other domains pointing to this address. |
| SIX | SIX Group Ltd (SIX) (SIX Swiss Exchange is Switzerland's principal stock exchange). |
| Sway Account | The User's account allowing to login to and access the Platform. |
| Workspace(s) | Virtual space(s) within the platform where access is limited to a Company and users it granted access to. |
| Sway, the Provider or us | Sway Finance SA (CHE-251.117.725), whose premises are Route Cantonale 6B, 1135 Denens, Switzerland. |
| User or you | Any person using the Platform and the Services and to whom a Company may or may nothas have granted access to its Workspaces wo (such as employee or other related person of the Company). |
## 2. The services
1. Sway's ambition is to facilitate administrative and financial management for the Users.
2. In particular, Sway enables Companies to grant access to the Platform to Users and to link the Company's Bank Service Provider with the Sway Account (using bLink) to allow the Users to access financial status and forecasts of the Company. .
3. Only registered Users, to whom a Company has granted access, can access the Company’s Workspace
4. The GTCs apply to all Services offered by Sway. Special provisions may apply to certain Services offered by Sway and are subject to special separate contracts with the respective Company and/or User.
## 3. The contract
1. By using the Platform and Services offered by Sway you agree to be bound by the following Contractual Documentation:
1. The present General Terms and Conditions;
2. Our Privacy Policy;
3. Our Cookie Management Policy;
4. Special provisions, including:
1. the conditions applicable to the use of the Platform (applicable to all User and Authorized Persons); and
2. the SaaS Agreement (accessible and applicable only to the Company).
2. The present general terms and conditions, privacy policy, cookie management policy and special provisions applicable to certain Services offered by Sway are an integral part of the agreement between you and Sway.
3. By using the Services, you accept, in addition to the Contractual Documentation described in art. 3.1, any special conditions set in the bLink documentation.
## 4. Using the Platform
1. In principle, the Site is accessible to any User, registered or not.
2. The Platform is only accessible to registered Users.
3. The data that you transmit to us, or that is transmitted to us, when registering for and using our Services is managed in accordance with our Privacy Policy.
4. You must be capable of discernment and legally authorized to bind and represent the Company for registering and using the Services dedicated to registered Users offered by Sway, unless otherwise agreed to by Sway. We refer you to the terms and conditions set forth in our Privacy Policy for further details.
5. It is your responsibility to provide current, accurate and complete information when registering and using the Platform. In accordance with our Privacy Policy, you may correct inaccurate information/data concerning you at any time.
6. It is the User's responsibility to ensure the confidentiality of its credentials. The log-in is nominative and its transfer is forbidden. Sway shall in no way be held responsible for any damage caused by a third party to whom a User has shared his credentials with.
7. There is no right to create and maintain a profile on the Platform and/or to participate in it, and Sway is free to refuse or exclude a User at any time, without giving any reason.
8. The Platform requires the use of cookies. These are managed in accordance with our Cookie Management Policy.
## 5. Warranty
1. Sway makes all reasonable efforts to ensure that the information on the Platform (and any social network or other communication it uses) is accurate. However, Sway assumes no liability in this regard.
2. The contents of the Platform do not constitute advice, recommendations, warranties, or authorizations from Sway. They are not intended to be used as a basis for making (or not making) any decision and/or for any use whatsoever. Any User who makes a decision on the basis of, or otherwise uses, the contents of the Platform does so at his or her own risk. Sway expressly excludes all warranties, including in particular any warranty of fitness for a certain purpose and non-infringement of rights.
## 6. Responsibility
1. ***In general***. Subject to mandatory exceptions provided by law, Sway's liability is excluded for all of its Services and for any content placed by Sway, or its Users, on the Site and the Platform.
2. ***Content uploaded by Users***. It is reminded that Sway is not obliged to verify the contents uploaded on the Platform by Users and is therefore not responsible for the contents contained therein, nor for the consequences of recording erroneous or inaccurate data. Sway expressly excludes liability for the legality, accuracy, truthfulness, quality, timeliness, completeness and/or reliability of the content uploaded on the Platform and for the consequences of the recording of inaccurate or incorrect data on the Platform.
3. ***Technical problems***. Subject to express commitments to the contrary, Sway declines all responsibility for temporary unavailability and/or malfunctioning of the Site or Platform, whatever the cause.
## 7. Compensation
1. Each User agrees to indemnify Sway, its subsidiaries, affiliates, employees, directors, officers, consultants, representatives, successors or assignees (for the purposes of this section only, "**Sway Affiliates**") for any damages suffered by Sway or Sway Affiliates in connection with claims by third parties (including other Users) arising out of such User's acts or omissions on the Platform, including but not limited to infringement of third party intellectual property rights or any other violation of third party rights. The indemnification will also cover legal, trial, procedural, expert, negotiation, consulting and any other costs and expenses incurred by Sway and Sway Affiliates for the defense.
2. Sway will promptly notify the applicable User in writing of any claim made by a third party against Sway or Sway Affiliates. The Affected User (i) agrees to assist Sway or Sway Affiliates in any legal or other proceedings brought by the allegedly aggrieved third parties; (ii) agrees to provide Sway or Sway Affiliates with all information necessary to defend Sway or Sway Affiliates; (iii) grants Sway or Sway Affiliates the exclusive authority to conduct such defense and/or to appoint a representative of its choice to do so; and (iv) grants Sway and Sway Affiliates, and where applicable their representative, the exclusive authority to enter into a settlement agreement, after prior consultation with the applicable User.
## 8. Intellectual property
1. The Site and the Platform, including their interfaces and codes, are the exclusive property of Sway and may not be reproduced or otherwise used by Users, except in the context of normal use of the Platform.
2. Unless otherwise specified, Sway authorizes Users to reproduce and distribute the contents of the Site and the Platform created by Sway (e.g., editorial articles), provided they expressly acknowledge Sway as the source of the content in question.
3. The User authorizes Sway to use, free of charge and on an unlimited basis, the logos, images, corporate names, trademarks and other information which are not confidential and unrelated to any banking information on the Platform, to promote its Services on the Site and any other media (including social networks) used by Sway.
## 9. Miscellaneous
1. ***Inserts and pictograms.*** For ease of understanding, Sway may provide information that incorporates all or part of the Contractual Documentation through inserts or a pictogram system. These inserts and/or pictograms are for information purposes only: only the Contractual Documentation are authentic.
2. ***Interruption of the Site, the Platform and all or part of the Services.*** Sway reserves the right to discontinue the operation of all or part of the Site, and/or the Platform, the offering of certain Services, or part thereof, at any time, permanently or temporarily, without notice.
3. ***Force majeure.*** Neither the non-performance nor the late performance of its obligations by either party will constitute a default by that party with respect to its contractual obligations, to the extent that the delay or non-performance results from a situation of force majeure (e.g., natural disasters, war, riots, civil unrest, fire, epidemic, pandemic) or other circumstances beyond that party's reasonable control such as governmental restrictions or technical problems that cannot be attributed to Sway. Computer viruses and hacker attacks against computer systems are considered force majeure, provided reasonable security measures have been taken.
4. ***Assignment.*** The rights and/or obligations of the User resulting from the Agreement cannot be transferred to another person. The User expressly authorizes Sway to assign its rights and to subcontract any obligations resulting from the Contractual Documentation.
5. ***Partial nullity.*** In the event that any provision of the Contract Documentation or any part thereof is or becomes invalid or unenforceable, then neither the validity nor enforceability of the remaining provisions or the remaining part of the provision shall be affected or impaired. The User agrees, where appropriate, to replace the invalid or unenforceable provision or part thereof with a valid or enforceable provision that comes as close as possible to the original provision and which, to the extent possible, will achieve the same economic and legal result.
6. ***Entire agreement.*** Unless a separate agreement provides otherwise, the Contractual Documentation, as described in Section 3.1, contains the entire agreement between you and Sway with respect to the subject matter of these GTCs and supersedes any and all agreements or understandings regarding the subject matter of these GTCs that may have been entered into between you and Sway prior to the effective date of these GTCs.
7. ***No waiver.*** No waiver by Sway of any of the provisions of the Contractual Documentation (Section 3.1) shall be deemed a waiver of the right to rely on or be entitled to rely on any prior or subsequent breach of the Contract whether the breach is of a similar or different nature.
8. ***Languages.*** The Contractual Documentation is written in English. Sway may however make available translation of the GTCs to ease understanding. In case of discrepancy between the versions, the English version shall prevail.
## 10. Applicable law / place of jurisdiction
1. The Agreement, and all Contract Documentation, is subject to Swiss law, excluding its conflict of law rules.
2. Unless mandatory legal provisions stating otherwise, any dispute arising out of or in connection with these terms and conditions or any other document in the Contractual Documentation shall be subject to the exclusive jurisdiction of the courts of Lausanne, Switzerland.
## 11. Entry into force / duration / amendments to the GTCs
1. The Contract and the entire Contractual Documentation comes into force for a given User as soon as the User accepts the GTCs, it being specified that any use of the Platform constitutes tacit acceptance. The Contract shall remain in force as long as the User uses the Platform.
2. Sway reserves the right to modify the GTCs at any time. Sway will publish the modified version on the Site and Platform and will notify Users of the new GTCs by e-mail, pop-up window, or other method of its choice. In the event that the User does not agree with the modifications, the User may terminate the Contract by ceasing all use of the Platform with immediate effect. If the User continues to use the Site or the Platform, the latest version of the GTCs shall be deemed accepted by the User.
