General terms of sale.

01Purpose

These General Terms of Sale (hereinafter « GTS ») govern all contractual relations between Neolia Sàrl, Bernstrasse 15a, 3280 Murten, IDE CHE-298.197.401 (hereinafter « Neolia ») and any legal entity or natural person acting in a professional capacity (hereinafter the « Client »: property management company, managing agent, owner, condominium owners' association, real estate company, project owner, general contractor, developer) that subscribes to Neolia services for one or more buildings.

They also govern the relationship between Neolia and a natural person who takes out the subscription to the property management platform for their own dwellings, outside any professional activity (below the “ Consumer Client ”). For that Client, article 16 sets particular rules on price, term, termination and jurisdiction, which prevail over any contrary provision of these terms.

Neolia provides two services, which are subscribed to separately: the connected building, covered by an operating agreement signed for each building, and the property management platform, subscribed to online or in writing. The GTS apply to both, to the exclusion of any purchasing conditions of the Client, unless explicitly agreed in writing.

Order of precedence. For a connected building, the contract consists of the operating agreement and its amendments, these GTS and the data processing agreement (DPA), each in the version stated in the operating agreement. In the event of conflict, the operating agreement prevails over the GTS. The DPA prevails over both for everything relating to data processing. An operating agreement only derogates from the GTS by an express clause. Sales presentations and estimates do not form part of the contract.

02Definitions

• Platform: the Neolia software suite (back end, property management portal, resident app, embedded firmware).
• Equipment: the active equipment of a connected building, namely the outdoor door station, the reading gateway, the building router and the associated controllers and sensors. Meters are not part of it.
• Outdoor door station: the device installed outside, at the building entrance. The visitor reads the names on it, calls the occupant and speaks to them; the same device opens the door.
• Stairwell: a vertical circulation core served by an outdoor door station. Several doors opening onto the same stairwell count as one, and a service door without a call function does not add one.
• Unit: a dwelling, commercial premises or a separate office included in the scope of the operating agreement. Each unit is invoiced at the same price.
• Property: a building or a group of buildings connected to the same Neolia installation.
• Activation of a unit: a unit is activated when the equipment and services needed to operate it are functional and in service, once the work required from Neolia and from the installer has been carried out. Occupancy, moving in, the occupant creating an account or first using the service are not conditions: an empty but functional dwelling is activated. Merely installing a piece of equipment, a site test or a temporary connection is not an activation.
• First activation date: the activation date of the first unit in the scope. It is the common starting point of the contract, of its commitment term and of the minimum commitment. Contract months and contract years are counted from this date.
• Builder: the project owner, the general contractor or total contractor, or the developer that signs the operating agreement during the works, on behalf of the building.
• Operator: the property management company, the condominium owners' association or the owner that operates the building and takes over the operating agreement.
• Holder: the party that holds the operating agreement on a given date and is the debtor under it for that period: the signatory Client, then the Operator after a transfer. The holder is not, by that fact alone, the controller of residents' data (Article 9).
• Operating fees: the price owed to Neolia for operating a connected building, per activated unit. They are distinct from the ancillary costs that a landlord charges to its tenants (Article 4).
• Ordinary advance payment: operating fees paid in advance by the holder, in particular through an annual invoice. It is refundable in the cases set out in Article 12.
• Builder-funded months: the first contract months for which the Builder has expressly chosen, in the operating agreement, to bear the fees definitively (Article 12).
• Basic intercom service: receiving the door call in audio and opening the door remotely, with the means in place for each occupant, the property manager's limited access to manage occupants, codes and keys (Article 12).
• Resident: the end user of the Neolia app, a natural person.

03Operating agreement and order

The prices of the property management platform, the operating fees and the installation are public and can be viewed on neolia.ch. Neolia does not sell the Equipment separately and publishes no unit price list for it.

The project file prepared online with the neolia.ch ordering assistant is a non-binding request: the estimates it contains are indicative, and the final configuration of the equipment is validated by Neolia before any implementation.

For a connected building, Neolia provides a named and dated operating agreement, which may be signed within 30 days unless stated otherwise. It identifies the parties and their roles, the building, the scope in units, the prices excluding taxes, and three separate choices: the term, the billing arrangement and the number of builder-funded months. It restates in plain terms the minimum commitment, the takeover and refund rules and the continuation of the basic intercom service. The contract is concluded when it is signed by the parties' authorised representatives. Any blank or contradictory choice with a financial impact must be corrected before signature.

Technical details specified during the project

Signature does not wait for the technical choices that can only be made during the project: number and position of door stations, meter protocol, internet connection, systems whose alarms are forwarded. Each one is set in a technical validation sheet signed by Neolia and by the holder, before the equipment is ordered or the work concerned is carried out. Neolia checks the compatibility of meters and systems before they are ordered and states in writing what it cannot read or connect; it does not guarantee the compatibility of a device it has not validated.

Changes

A technical validation sheet changes neither the price, nor the scope, nor the obligations of the parties. Any change to these elements, in particular units, stairwells or equipment added or removed, requires a written amendment signed by both parties, which sets the terms specific to the added units. Neolia cannot impose any supplement. The number of units in the scope is fixed by a count signed by both parties before the first activation date.

Where the operating agreement is signed by a Builder, it is intended to pass to the building's Operator, in accordance with Article 12.

04Prices and payment terms

Prices for professional clients are stated in Swiss francs (CHF), excluding taxes. VAT is added at the applicable statutory rate where Neolia is liable for it; it is not liable on the date of this version. Prices for Consumer Clients follow Article 16. Prices are made up of:

• an installation part, which depends on the building. On new builds, the Equipment is ordered, supplied and installed by the electrical contractor to the references specified by Neolia, within the project owner's electrical trade package: no installation amount is due to Neolia, and the threshold below never applies. In an existing building, where the stairwell has 8 dwellings or more, Neolia covers the Equipment and its installation from its own funds, and no installation amount is due. Below this threshold, in an existing building, the installation is paid once, at 2 000 CHF excluding taxes per stairwell, equipment and commissioning included. In all cases, the integration study for the connected equipment is included, and invoicing follows the schedule of the operating agreement;
• the operating fees for the connected building, per activated unit, due from the activation date of each unit, pro rata to the days, and never before. They amount to 120 CHF per unit per year, invoiced in advance per contract year, or 12 CHF per unit per month, invoiced in arrears, according to the chosen billing arrangement. A unit activated during a contract year is subject to a supplementary pro rata invoice. The choice of billing arrangement has no effect on the commitment term provided for in Article 12;
• a management platform part, invoiced monthly, which covers access to the platform for an unlimited number of users. It is 190 CHF per month up to 500 units under management, then 8 CHF more per started block of 100 units above 500, and never exceeds 990 CHF per month. The consumer Client falls under article 16, which sets its own price.

What operation changes to the platform fee. The operation of the Client's equipped buildings is deducted from its platform share: « the platform fee is only due for the share that the operation of your equipped buildings does not cover ». This is not a discount; it is a billing base. The operating fees do not pay for the platform: they reduce what remains due under the platform fee. When they cover it entirely, the platform fee is no longer due, and the operating fees continue to be invoiced at their own rate. The current scale is published on the pricing page.

What the operating fees pay for. They pay for all the operating services of the connected building, with no breakdown by service: receiving door calls and remote opening, remote management of names and access codes, remote reading of compatible meters and individual billing, forwarding of alarms from connected systems, the residents' app, the holder's access to the Platform, hosting, updates, monitoring and support. They are neither the price, nor the repayment, nor the depreciation of the Equipment and its installation.

There is no functional module to unlock, and no function announced as included is billed as an extra. For the property management platform, its whole published scope is included, with an unlimited number of users. Changes to these functions reach the Client through simple updates, at no extra cost.

Only a service or capacity outside this scope may be invoiced separately: specific development, bespoke integration, exceptional data migration, additional equipment or device ordered by the Client, or data retention beyond the standard period. Any such service is named and priced in a separate offer, and is never activated without the Client's written agreement.

Ordinary advance payments and builder-funded months

Paying in advance and funding months are two different things. An ordinary advance payment, for example an annual invoice settled in advance, remains refundable in the event of a takeover under Article 12. Builder-funded months are a definitive contribution by the Builder, expressly chosen in the operating agreement: zero, 12, 24, 36 or 60 months, without exceeding the chosen term. They are included in the commitment term and do not extend it. Their rules are set out in Article 12.

Operating fees and tenants' ancillary costs

Three questions are separate: who funds the service, what Neolia invoices the holder, and what a landlord may include in its tenants' leases and ancillary cost statements.

• A tenant only owes ancillary costs if their lease expressly provides for them, and only for costs actually incurred by the landlord in connection with the use of the leased property (Art. 257a and 257b CO).
• A cost that the landlord has not borne, in particular because the Builder funded it as builder-funded months, cannot be claimed from tenants. A line in the lease does not make this possible. The landlord may, however, provide in the lease for the item for the period it will fund itself, stating that no amount is due as long as a third party funds it. The statement may then show this item with no amount, together with the period covered.
• For an item whose cost varies, in particular because it is initially funded by a third party, payments on account followed by an annual statement track the costs actually incurred; a flat rate, calculated on the three-year average (Art. 4 para. 2 OBLF), is poorly suited to it.
• For heating and hot water, the tenancy ordinance allows in particular individual meter reading and billing (Art. 5 para. 2 let. f OBLF) and excludes depreciation of and interest on the installations (Art. 6 OBLF). Other services can only be passed on if the lease provides for them and they constitute operating costs within the meaning of Art. 257b CO.
• The operating fees cover services of different kinds and are not broken down by service. An invoice description is not enough to make a cost chargeable to tenants. If the landlord needs a breakdown or an economic justification, it must be prepared with their adviser; Neolia provides the information it has, without guaranteeing the result.
• Introducing new ancillary costs into an existing lease is a change to the tenant's detriment: it requires the official form and specific reasons, failing which it is void (Art. 269d CO). In cantons that require the official form when a lease is concluded, such as Geneva, the list of charges appears on it. These rules also apply to commercial leases. Depending on the canton, rents after works may also be subject to control by the authorities.
• These assessments and notifications are the responsibility of the landlord or its property management company. Neolia does not prepare them and guarantees neither their validity, nor the absence of any challenge, nor the amount that can be passed on. For each billing period, it keeps and makes available to the holder the readings, the allocation key, the statement per dwelling and its invoices, indicating the periods covered by builder-funded months.
• Neolia issues no certificate of compliance and gives no opinion on the cantonal obligation to bill individually, which is a matter for the owner and the authorities.

If all or part of the operating fees cannot be passed on to tenants, or passing them on is refused, the holder's obligation to pay Neolia is neither removed nor reduced.

Deadlines, delay and suspension

Invoices are payable within 30 days net. After the due date, the Client is in default without further notice (Art. 102 para. 2 CO) and owes default interest of 5 % per year (Art. 104 CO). Neolia then applies a single schedule to all its services:

1. Ten days after the due date, Neolia sends a written reminder, free of charge.
2. Thirty days after the due date, Neolia sends a written formal notice. It sets a final payment deadline of 30 days (Art. 107 CO) and states what will be suspended if the deadline is not met. It carries a reminder fee of 20 CHF.
3. If the invoice is still unpaid when this period expires, that is 60 days after the due date at the earliest, Neolia may suspend the services concerned. It informs the Client in writing.

During the suspension:

• property management platform: the workspace becomes read-only. The Client can view and export all its data, with no time limit, but can no longer enter or change anything;
• connected building: the features offered are sharply reduced. Only the basic intercom service is maintained: receiving the door call and speaking to the visitor, in audio; opening the door remotely; the app, limited to these functions; forwarding to an ordinary telephone; the loaned screen; the property manager's limited access to manage occupants; codes and keys. The Equipment stays in place: Neolia never takes it back.

Payment of the invoice restores the services without delay. Interest and reminder fees remain due. The suspension does not end the contract; termination for breach under Article 12 remains reserved. The Client informs the occupants of a suspension of the connected building and holds Neolia harmless against any resulting claim by occupants.

Indexation

Operating fees and the platform fee may be revised annually, on 1^st January, in line with changes in the Swiss CPI, capped at +3 %/year. For operating fees, the first possible revision takes place on the 1^st January following the first full contract year, and a period already paid is never re-indexed: the revision only affects periods invoiced afterwards, builder-funded months included. Where the operating agreement provides for a term of 60 months, the operating fees are fixed for that whole term. Between signature of the operating agreement and the first activation date, prices remain fixed if that activation takes place within five years; beyond that, they are revised once only in line with the CPI, by at most +3 % per elapsed year.

05Installation, commissioning and activation

Neolia carries out its work according to the milestones of the operating agreement, coordinated with the construction schedule. These are target dates, not fixed deadlines within the meaning of Art. 102 para. 2 CO. Any delay attributable to the Client (site not ready, connectivity not provided, access refused, changes to specifications during the work) suspends the milestones without penalty. Neolia does not guarantee the first activation date, which depends on the works.

The building must have a power supply and an internet connection at the installation points. The subscription for this connection, a common-areas line or a 4G card for the router, is taken out in the name of the owner or its property management company.

Internet outage. The building's internet connection is the responsibility of its provider (Swisscom or another operator), with whom the owner or its property manager has the subscription. Neolia is not liable for its interruptions. When no device in the project has responded for a significant period, Neolia informs the property manager. Neolia is not liable for what could not work during the interruption: calls, remote door opening, meter readings, alarms.

Each activation is recorded in a report signed by Neolia and by the holder, which states: for the first one, the first activation date, the common starting point of the contract; the units actually activated and their activation date; any reservations and their effect on operation. A reservation that prevents a unit from receiving the call or opening the door means that this unit is not activated. Unless the holder objects in writing within the 10 days following receipt of the report, the activations it records are deemed accepted.

Phased activation. Each unit becomes invoiceable on its own activation date, pro rata to the days; units not activated are not invoiced. Activating a first unit never makes units that cannot yet be operated invoiceable. Later activations neither postpone nor restart the commitment term or the minimum commitment, which run from the first activation date. Units added to the scope by amendment follow the terms agreed in that amendment. On new builds, the parties may agree that the first activation takes place at handover of the building.

06Services, service levels and occupants

The operating fees and the platform subscription cover: hosting, software updates, permanent automatic monitoring, support and the property management dashboard.

Availability. Neolia sets itself a monthly availability target of 99.5 % for the platform and online services, excluding announced maintenance. It is a target, not a guarantee: if it is not met, no credit, price reduction or compensation is due. Neolia provides no on-call service and commits to no response, intervention or restoration time. Its commitments are the means described above and in the security charter.

Neolia is not the manufacturer, the installer or the maintainer of the building's technical systems. For these systems, it commits to detecting and forwarding alarms, never to a repair time.

Occupants of a connected building

Neolia recommends its app. Using it is never a condition of access to the service: no occupant is required to have a mobile phone or to install the app. Each occupant chooses one of the following three means, and may change it:

Day-to-day management of occupants moving in and out, their call names, their means of receiving calls and their access rights is the responsibility of the property management company or the holder, in its management interface. Before the first activation, Neolia provides the holder with the information documents to distribute: for everyone, the presentation of the app and a written statement that another solution exists; on request, the instructions for call forwarding or the screen request form.

Replacing an existing installation, such as a wall handset, with these means is intended to ensure that no occupant loses the ability to receive their visitors. This does not remove all risk: removing a device from the dwelling may be seen as a change to the services provided under the lease. The landlord assesses with their adviser whether notification on the official form is necessary (Art. 269d para. 3 CO). Neolia does not guarantee that there will be no challenge.

Access to the building

The entrance door is opened with a code on the door station, or remotely by the occupant receiving the call. Codes are created and deactivated remotely. Neolia supplies badges only if the operating agreement provides for them, in particular where occupants already have some. Where the door station records openings, the history shows which code or means was used and at what time; it does not prove who physically entered. The mechanical key access provided in the building is always retained.

07Equipment, delivery and warranty

The Equipment supplied by Neolia is delivered free to site, packed to the usual standards. Risk passes to the Client on delivery to site (Incoterm DAP, ICC 2020).

Warranty. Neolia offers no contractual warranty on the Equipment and no warranty extension. The Equipment that Neolia pays for is a gift, with no additional warranty (Art. 248 CO). In new builds, the client exercises its rights against the electrical contractor that sold and installed the Equipment. Rights that the law grants on a mandatory basis remain reserved.

Screens lent to occupants

The screen on a stand remains Neolia's property. It is lent free of charge to an occupant who has no telephone, for the duration of their occupancy, against an acknowledgement of receipt stating its serial number, and it is returned when they leave or if they choose another means. No deposit or security is required. During the term of the contract, wear and breakdowns are borne by Neolia. The occupant is liable only for damage caused through their fault; the first replacement is free, and compensation never exceeds the residual value of the device. Where needed, Neolia provides the screen's connection, reserved for its operation.

08Ownership and licences

On new builds, the Equipment is acquired by the project owner from its electrical contractor: it belongs to the project owner from purchase, and Neolia holds no right in it.

In an existing building, where Neolia covers the installation, the supply and installation of the Equipment are a commercial commitment by Neolia, separate from the operating fees: those fees are neither its price, nor its repayment, nor its depreciation. Fixed equipment is incorporated into the building and passes to its owner on commissioning, with no purchase price. Neolia retains no ownership right and no right to take it back, including if the contract ends early. Where the installation is invoiced, below the threshold in Article 4, the Equipment likewise belongs to the building owner from commissioning.

Neolia never takes back the installed Equipment, neither at the end of the contract nor in the event of non-payment. It stays in place and belongs to the building owner. At the end of the contract or during a suspension for non-payment, only the features offered by Neolia are sharply reduced: the basic intercom service is maintained.

The following remain Neolia's property and are never transferred: the loaned screens and their stands, the means of connection supplied for these screens, the Platform, the apps and the firmware. Ownership of the Equipment does not guarantee that it works without the Platform, or with another system.

The Platform and the embedded firmware remain Neolia's exclusive property. The Client receives a non-exclusive, non-transferable and non-sublicensable licence to use them, except for the transfer to the Operator, limited to the term of the contract and to the scope of the equipped buildings. For the basic intercom service under Article 12, the licences needed for that service, including the property management company's limited administrative access and the devices' firmware, are extended for as long as it is running. Any reverse engineering, decompilation or attempt to access the source code outside the cases permitted by law is prohibited.

09Personal data

The processing of residents' personal data is governed by the data processing agreement (DPA), annexed to the GTS. Neolia acts as processor within the meaning of Art. 9 nLPD and, where applicable, Art. 28 RGPD. See DPA.

Who is the controller. The controller is the person who determines the purposes and means of processing residents' data, in principle the owner or the property management company according to their mandate. The holder of the contract is not the controller merely because it signs or pays. A Builder that funds the service, including through builder-funded months, does not thereby obtain any access to residents' data. The controller and the persons authorised to manage occupants are designated in writing before the first activation; no resident data is processed before this designation. When the holder or the property management company changes, the amendment confirms these designations, and the outgoing property management company's access rights are revoked on the effective date.

Informing residents. It is for the controller to inform occupants about the processing before it begins, in particular before accounts are created and the intercom is put into service. Neolia provides the necessary texts and keeps them up to date. The annual service charge statement can then serve as a reminder, because it reaches all occupants. The energy report is produced as building totals, with no data identifying anyone by name and no breakdown by dwelling, and is not produced for fewer than five dwellings.

The end of invoicing does not end the obligations relating to data still being processed, in particular while the basic intercom service is running.

10Confidentiality

Each party undertakes to keep confidential the information exchanged under these terms (quotations, financial conditions, technical drawings, aggregated usage data) for the whole term of the contract and for 5 years after it ends. Information that is public, already known or disclosed by operation of law is not covered by this obligation.

11Liability

Neolia has an obligation of means (best efforts) in providing the services. It is liable for proven direct damage resulting from its fault, up to a cumulative limit of the amounts paid under the contract concerned during the twelve months preceding the event causing the damage.

The following are expressly excluded, to the fullest extent permitted by Swiss law:

• indirect damage (loss of business, loss of opportunity, loss of reputation);
• the consequences of a defect attributable to a subcontractor appointed by the Client;
• the consequences of improper use of the service by a resident.

For the basic intercom service maintained free of charge after an operating agreement ends (Article 12), Neolia is liable only for gross negligence or intent.

These exclusions and limitations do not apply in the event of gross negligence, wilful misconduct or personal injury.

12Term, takeover and end of the contract

Property management platform used on its own

No minimum commitment term. A subscription to the property management platform taken out without a connected building is concluded for an indefinite period and billed in one-month periods. The Client may end it at any time by simple written notice; termination takes effect at the end of the current monthly period, without compensation or notice period. The commitment term and the minimum commitment defined below do not apply to it under any circumstances, and no provision of these GTS may be interpreted as creating a minimum term for the platform used on its own.

Connected building: term and renewal

The same rules apply to new builds and to existing buildings. The commitment term is set in the operating agreement, as a rule 36 or 60 months. It runs from the first activation date, never from signature, and later activations do not postpone it. At its end, the contract renews automatically for periods of 12 months. Either party may end it in writing with a notice period of 30 days before the expiry date. This renewal does not affect the automatic end provided for below when nobody takes over a contract signed by a Builder.

Where the contract is signed by a Builder, three separate mechanisms determine who pays for which period.

A. The Builder's commitment if nobody takes over

• If no Operator takes over the contract, the Builder owes the operating fees for the units activated during the first twelve contract months.
• If the Operator takes over before the first activation date, the Builder owes nothing for operation, except for builder-funded months expressly chosen.
• If the Operator takes over during the contract, the months already elapsed count towards the twelve-month minimum and towards the commitment term. A takeover never creates a second twelve-month minimum commitment.
• Choosing zero builder-funded months does not release the Builder from this commitment.
• Without a takeover, the contract ends automatically, without notice or compensation, on the later of these two dates: the end of the twelfth contract month, or the end of the builder-funded months. Neolia reminds the Builder and the identified owner of this date in writing at least three months in advance; this reminder does not extend the contract. The basic intercom service remains active.

B. Takeover by the Operator and ordinary advance payments

• The contract passes to the Operator by an amendment signed by Neolia, the Builder and the Operator, at no cost and without a new contract. The amendment identifies the new holder and its capacity, the effective date, which may not precede its last signature, the remaining term, the sums paid, the advance payments to be refunded, the builder-funded months maintained, the first period invoiceable to the Operator, as well as the controller and the authorised persons.
• An agreement in principle, even if signed, does not amount to a transfer. Until the amendment has been signed by all three parties and has taken effect, the Builder remains the holder and the debtor.
• A property management company may take over the contract in its own name, in which case it is the debtor, or in the name and on behalf of the owner, in which case the owner is the debtor; in the latter case, it provides Neolia with its power of representation.
• The Builder bears the period before the effective date of the transfer; the Operator bears the period after it, subject to builder-funded months. The same period is never invoiced twice. An annual invoice paid in advance by the Builder is an ordinary advance payment: on its own, it does not amount to a period funded for the Operator.
• The part of an ordinary advance payment that covers the period after the transfer is refunded to the Builder within the 30 days following the effective date of the transfer, regardless of payment by the Operator. Calculation: for each unit, the amount paid for the period, divided by the number of days in that period, multiplied by the number of days after the effective date. The annual rate paid is kept: no recalculation at the monthly rate, no penalty, no fee.
• In the amendment, the Builder may expressly convert all or part of this advance payment into builder-funded months for the Operator. This conversion is never presumed.
• The Operator chooses its billing arrangement in the amendment and is bound for the remaining term.
• The Builder gives Neolia the name of the intended Operator as soon as it knows it, and at the latest 60 days before handover of the building. When the Operator's management mandate ends, the contract passes, under the same rules, to the new Operator or, failing that, to the owner; the outgoing Operator remains the holder until the effective date of this new transfer.

C. Builder-funded months

• In the operating agreement, the Builder may choose to bear definitively zero, 12, 24, 36 or 60 months, without exceeding the chosen term. These are the first contract months. They are included in the commitment term: they are not added to it and do not extend it.
• They cover the units activated during this period, each from its own activation date. No month before a unit's activation counts for that unit, and a unit activated after the end of the builder-funded months is not covered.
• They remain funded by the Builder even if the contract is taken over before or during this period, and are not refunded merely because of the transfer. Neolia does not invoice the Operator for the units and periods covered; the Operator pays only for the periods not covered.
• Neolia invoices this contribution per contract year, in advance, on the activated units, then by supplementary invoices as further units are activated. A provisional invoice drawn up on the planned scope, at the Builder's request, is adjusted at the end of each contract year: any overpayment is refunded within 30 days, and any shortfall is invoiced.
• If the service stops before the end of the builder-funded months for a reason attributable to Neolia, the unused part is refunded using the calculation of mechanism B.
• The Builder may enter this contribution in its project budget. Neolia guarantees neither its accounting treatment nor its tax treatment.

Example. 118 units all activated on the same day, annual fees of 14 160 CHF excluding taxes, i.e. 1 180 CHF per month. With no builder-funded months, an annual invoice paid and a takeover at the start of the fourth month, the Builder bears 3 540 CHF and is refunded 10 620 CHF within 30 days. With 12 builder-funded months and the same takeover, the Builder funds 14 160 CHF, which is not refunded, and the Operator pays nothing before the thirteenth month. These amounts do not apply to phased activation, where each unit is calculated from its own activation date.

Early termination of a connected building

A holder who ends the contract before the end of its commitment term, without any breach by Neolia, does so in writing with a notice period of 30 days. Operating fees for activated units remain due until the end of the commitment term, except for the Builder, whose exit follows mechanism A. No compensation relating to the Equipment is due. This early termination never concerns the subscription to the property management platform used on its own.

If the contract ends before its term for a reason attributable to Neolia, in particular a breach on its part or the cessation of its business, no fees are due for the remaining period, and any sum paid for a period after the end of the contract, builder-funded months included, is refunded using the calculation of mechanism B, within 30 days.

Termination for breach

In the event of a serious breach by one party, the other may terminate the contract as of right after a formal notice has gone unanswered for 30 days, without prejudice to any damages.

After an operating agreement ends: the basic intercom service

When the operating agreement ends, whatever the reason, Neolia maintains the basic intercom service free of charge: receiving the door call in audio and opening the door remotely, with the means in place for each occupant. It is the same essential service as the one kept during a suspension for non-payment (Article 4).

• Electricity and connection. The basic intercom service requires the Equipment to remain powered and connected to the internet. Electricity for the technical rooms and the connection subscription remain at the owner's expense. If either is interrupted, the basic intercom service is interrupted too.
• Limits. The basic intercom service is provided without any availability commitment, without support and without any response time. Neolia is not obliged to repair or replace a faulty device free of charge; work remains possible on the basis of an accepted quote.
• Loaned screens and call forwarding. As long as the basic intercom service is running, the screens remain on loan with their connection, and forwarding to ordinary telephones remains active. Neolia is not obliged to replace a faulty screen. When the basic intercom service stops, forwarding stops and the screens are returned to Neolia, at no cost to the occupants.
• Licences and data. The licences needed for the basic intercom service are extended for as long as it is running (Article 8), and the DPA continues to apply to the data it processes.
• Discontinuation. Neolia may end the basic intercom service by written notice sent twelve months in advance to the last holder and to the identified owner.
• Transition. The owner or its property management company may at any time enter into an operating agreement again, with no installation fee, or equip the building with another system. Neolia then provides, on request and free of charge, the list of units with their call names and the technical documentation it holds for the Equipment. The compatibility of the Equipment with another system is for the new provider to check.
• Mechanical access. Keys remain the emergency means of access, including if the service stops.

Exit from the service

The deadlines below are counted in days from the end of the contract:

1. From day 0 to day 90: the Client's workspace stays available for reading. The Client exports there itself, free of charge and as many times as it wishes, all of its data in a structured and readable format (CSV and JSON). On written request, Neolia provides that export within 30 days;
2. Day 75 and day 85: Neolia sends the Client two written notices, fifteen days and then five days before the erasure;
3. Day 90: Neolia erases everything it processes on the Client's behalf, data and files. Backup copies disappear as they rotate out, within the period stated in the DPA. A dated deletion certificate is provided on request;
4. After day 90: only Neolia's accounting records remain, that is its invoices to the Client and their supporting documents, kept for ten years from the end of the financial year as Art. 958f para. 1 CO requires, together with the proof of erasure. That archive no longer feeds any function and is opened only on a legal order or to establish a right.

Basic intercom service exception. As long as the basic intercom service is running, Neolia retains, by way of derogation from day 90, only the data needed for it to function: the list of units, the active occupants with their call names, their means of receiving calls and their access rights, and the property management company's accounts needed for the limited administrative access. It erases this data when the basic intercom service stops.

The Client's own retention obligations remain its own. The leases, the statements and the supporting documents of its buildings are its accounting records under Art. 958f CO: it must keep them for ten years. It is during those 90 days that it must take them away; after that, Neolia no longer has them.

13Force majeure

Neither party is liable for a failure attributable to force majeure within the meaning of Swiss case law: natural disaster, armed conflict, restrictive government measures, a general outage of a national telecom operator, or a massive external cyberattack that cannot be contained. The party prevented notifies the other without delay and takes reasonable mitigation measures.

14Miscellaneous provisions

Assignment

Except for the transfer to the Operator provided for in Article 12, the Client may not assign the contract to a third party without Neolia's prior written consent. Neolia may assign the contract to any company in the same group or to an acquirer of the business, provided that it guarantees the continuity of the commitments.

Changes to the general terms of sale

Neolia may change these GTS. Changes are notified to the Client by email with a notice period of 60 days. Unless the Client objects in writing before they take effect, they are deemed accepted. For an operating agreement in progress, a change never alters the agreed prices, the commitment term, the minimum commitment, the builder-funded months, or the rules on takeover, refund and termination, unless the holder agrees in writing.

Partial invalidity

If a clause of these general terms of sale is void or unenforceable, the validity of the other clauses is unaffected. The parties agree to replace any invalid clause with a valid one producing an equivalent economic effect.

15Governing law and jurisdiction

These general terms of sale are governed by Swiss law, excluding the Vienna Convention on the International Sale of Goods and the conflict of laws rules.

Any dispute over their formation, performance or interpretation that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the courts of the canton of Fribourg, Switzerland. The parties may, however, agree first to seek mediation with the Fribourg Chamber of Commerce. The jurisdiction of the Consumer Client is reserved.

16Consumer Client

This article addresses the private landlord who manages their own dwellings. It prevails over articles 1 to 15 wherever it provides otherwise.

Who is concerned

A Consumer Client is a natural person who takes out the subscription to the property management platform for their own dwellings, outside any professional activity. A self-managed condominium community subscribes at the same price and enjoys the same term and termination conditions as those described below, without being a consumer within the meaning of Swiss law.

This article covers the subscription to the property management platform, that is, the software alone. If the same Client also has a building equipped (connected building), that service is the subject of a separate operating agreement, whose term, price and exit conditions are provided to the Client in writing before signing. The commitment term and the minimum commitment for the connected building set out in Article 12 do not apply to the Consumer Client's platform subscription.

Price

The price shown to a Consumer Client is the price actually payable, including taxes where applicable, by way of derogation from Article 4, which states professional prices excluding taxes. It is 29 CHF per month up to and including 10 dwellings, then 2 CHF per month for each additional dwelling, never exceeding 190 CHF per month. The price in force is published on neolia.ch.

The subscription is invoiced monthly, in advance. The number of dwellings taken into account is the one declared by the Client in the platform.

A price increase is announced in writing 60 days before it takes effect. The Consumer Client may then terminate free of charge with effect from that date; if they do not terminate, the new price applies.

Term and renewal

The subscription is concluded with no minimum term and renews from month to month. No commitment period binds the Consumer Client, and no exit amount is due under Article 12.

Termination

The Consumer Client may terminate at any time, for the end of the current month, without reason and without penalty, by a simple email to contact@neolia.ch. Neolia acknowledges receipt and confirms the effective date.

Neolia may for its part terminate on 2 months written notice for the end of a month. Termination for serious breach under article 12 remains reserved on both sides.

After the end of the contract, the exit timeline of article 12 applies: the workspace stays available for reading and export for 90 days, two written notices are sent on day 75 and on day 85, then on day 90 everything Neolia processes on the Client's behalf is erased.

Changes to these terms

Any change to the GTS is notified to the Consumer Client 60 days before it takes effect, as provided in Article 14. The Consumer Client may terminate free of charge with effect from that date; otherwise, the new version applies. No change may retroactively impose a commitment term or an exit amount on the Consumer Client.

Liability

The liability limits in article 11 apply to the Consumer Client only as far as mandatory law allows. They in no way restrict their statutory rights in the event of gross negligence, wilful misconduct or personal injury.

Governing law and jurisdiction

The contract is governed by Swiss law. The Consumer Client also keeps the benefit of the mandatory provisions of the law of their habitual residence.

By way of exception to article 15, the exclusive jurisdiction of the canton of Fribourg cannot be invoked against them: proceedings may be brought before the court of their domicile or before that of Neolia's registered office, in line with the mandatory rules of jurisdiction for consumer contracts.

17Thirty-day trial

What the trial covers

Neolia gives every new Client a thirty-day trial of the management platform, starting when their workspace is created. The trial is free, requires no credit card, carries no commitment and never rolls over into a paid subscription: no amount is charged at the end of the trial without an express subscription by the Client.

During the trial the Client has the platform with no limit on features or on the number of users. The trial covers the management platform alone: it covers neither the operation of a connected building nor the supply or installation of Equipment, which fall under articles 3, 4 and 7.

What happens after the thirty days

When the trial ends, the Client has fourteen days to subscribe. If no subscription is taken within that period, the workspace switches to read-only: all data remains readable and exportable, while entry and editing are suspended. No data is deleted for that reason alone.

The data belongs to the Client. At any time, including in read-only mode, they can export their entire portfolio, leases, documents and statements in CSV and JSON. Neolia keeps the data of a read-only workspace for 90 days from the end of the trial, then deletes it after written notice sent at least 30 days before deletion. The Client may request immediate deletion at any time.

Subscribing within those 90 days restores the workspace as it was, with no data loss and no reactivation fee.

One trial only

The trial is granted once per Client. Neolia may refuse a further trial to a Client who has already had one, under any company name, without that refusal giving rise to any compensation.