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General Terms and Conditions of Centimo

Centimo, version 1.1.0, effective as of 22.10.2026

Translation notice. This document is an English translation provided for convenience only. The French version is the sole legally binding version. In case of any discrepancy, the French text prevails.

Preamble

These General Terms and Conditions (hereinafter the "Terms") govern the provision of the Centimo software service (hereinafter the "Service"), published and operated by:

company sa address number npa city Switzerland Company Registration No. (UID): CHE-000.000.000

(hereinafter "Centimo", "the Company", "we")

Any individual or legal entity subscribing to the Service for professional purposes (hereinafter the "Customer") acknowledges having read these Terms and accepts them without reservation before creating an account.

Article 1: Definitions

  • Service: the Centimo software platform, provided as SaaS (Software as a Service), enabling in particular the Customer's accounting and administrative management.
  • Account: the Customer's personal space, created upon registration, providing access to the Service.
  • Organization: the entity (company, sole proprietorship, association, etc.) in whose name one or more Accounts are created and managed within the Service.
  • Seat: a named access license to the Service, reserved for the exclusive use of one specific individual within an Organization, at any given time. A Seat may be reassigned to another individual, in particular when its holder leaves the Organization or no longer needs access to the Service, but may not be shared, lent, or used on a rotating basis among several individuals who simultaneously need access. The Service includes technical measures limiting each account to a single active session at a time, intended to ensure compliance with this rule.
  • Subscription: the pricing plan subscribed to by the Customer (Free, Pro, or Enterprise), granting access to a defined number of Seats and features.
  • Customer: any individual acting for professional purposes (in particular as a sole proprietorship) or any legal entity (in particular Sàrl, SA, association), having created an Account. The Service is not intended for consumers acting for private purposes.

Article 2: Purpose

These Terms are intended to define the conditions and terms under which Centimo makes the Service available to the Customer, as well as the respective rights and obligations of the parties in this context.

They apply to the exclusion of any other terms, in particular those which may appear in the Customer's own documents, unless expressly agreed in writing by Centimo.

Article 3: Acceptance of the Terms

Creating an Account and/or subscribing to a Subscription constitutes full and complete acceptance of these Terms. The Customer represents that it has the legal capacity required to enter into a contract.

The Service is intended exclusively for Customers acting for professional purposes (sole proprietorships, partnerships, Sàrl, SA, associations, and other forms of business), to the exclusion of consumers acting for private purposes.

Article 4: Account Creation and Access to the Service

4.1 Access to the Service requires creating an Account, using an e-mail address and password, or via a third-party identity provider (Google, Microsoft).

4.2 The Customer undertakes to provide accurate, complete, and up-to-date information, and to keep it up to date.

4.3 The Customer is solely responsible for the confidentiality of its credentials. Centimo offers enhanced Account security mechanisms (two-factor authentication, passkeys), the activation of which is strongly recommended and remains the Customer's responsibility.

4.4 Any activity carried out from an Account is presumed to have been carried out by the Customer or under its authority. The Customer undertakes to immediately inform Centimo of any unauthorized use of its Account.

Article 5: Description of Plans and Subscriptions

5.1 The Service is offered in several Subscription plans ("Free", "Pro", "Enterprise"), whose respective features, limits, and prices are described on the website and in the customer portal at the time of subscription.

5.2 Each Subscription grants a number of Seats determined by the Customer at the time of subscription, which may be modified during the term in accordance with the terms of Article 7.

5.3 The "Enterprise" plan includes priority access to phone support. This access is reserved for calls made from a phone number previously registered as belonging to the Organization; any call from another number may be denied priority access, without this constituting a breach by Centimo of its obligations.

5.4 Centimo reserves the right to evolve the Service's features, provided this does not constitute a substantial reduction in the service for which the Customer subscribed, subject to Article 8.

5.5 In accordance with the definition of a Seat (Article 1), each Seat is reserved for the exclusive use of one specific individual at a time; it may be reassigned to another individual, in particular upon its holder's departure. Sharing a single Seat among several individuals who simultaneously need access to it, in particular by sharing login credentials or through rotating use, is however strictly prohibited.

If such sharing is detected, in particular by means of the technical measures referred to in Article 1, Centimo may, without prejudice to any other right or remedy:

(a) require the Customer to immediately acquire the number of additional Seats corresponding to the actual number of users observed; (b) retroactively invoice such additional Seats for the entire period of non-compliant use observed, up to a limit of 12 months; (c) apply a contractual penalty (clause pénale within the meaning of art. 160 CO) of CHF 100.- per Seat used in a non-compliant manner, or equal to twice the rate of the Seat concerned for the period in question if that amount is higher, without prejudice to Centimo's right to claim compensation for a greater loss if such loss is established (art. 161 para. 2 CO).

This contractual penalty is due regardless of any termination or suspension of the Service decided by Centimo pursuant to Article 7.5.

Article 6: Prices and Payment Terms

6.1 The applicable prices are those displayed in the customer portal at the time of subscription or modification of the Subscription, expressed in Swiss francs (CHF), plus applicable taxes (VAT), which is calculated and collected automatically based on the Customer's billing location.

6.2 Payment is made through the payment provider Stripe, using the payment methods offered by Stripe. Payment data (card number, etc.) is processed directly by Stripe and is neither transmitted to nor retained by Centimo.

6.3 The Subscription is billed per Seat, on a monthly basis.

6.4 Increase during the period (upgrading to a higher plan, or adding Seats at a constant Subscription level): the amount corresponding to the pro rata temporis of the remaining period is invoiced immediately at the time of the change.

6.5 Decrease during the period (downgrading to a lower plan, or reducing the number of Seats): the new rate applies immediately, but no refund or credit is granted for the period already begun at the higher rate.

6.6 Any failure to pay may, after an unsuccessful reminder, lead to the suspension and then termination of access to the Service under the conditions of Article 7.

Article 7: Term, Renewal, and Termination

7.1 The Subscription is entered into for an indefinite term and automatically renews at each due date, unless terminated by the Customer in accordance with the terms below.

7.2 The Customer may terminate its Subscription at any time from its customer portal. Termination is effective immediately.

7.3 No refund, credit note, or credit is granted for the Subscription period already paid for and not consumed, regardless of the reason for termination. Termination ends the paid Subscription and the corresponding Seats, access to which is technically withdrawn at the time of termination. The Account and the Organisation nevertheless continue to exist under the "Free" plan, and Customer Data remains accessible under the conditions set out in article 9 of the Data Processing Agreement, until deletion of the account is requested.

7.4 An Organization may only terminate its own Seat subscription if it has a single Owner ("owner"); where there are several Owners, they must first be reduced to a single one before termination can be carried out, in order to prevent one Owner from unilaterally depriving the others of their access.

7.5 Centimo may terminate or suspend access to the Service in the event of a serious breach by the Customer of its obligations (in particular persistent failure to pay, or abusive or unlawful use of the Service), after a formal notice remains unresolved for a period of 15 days, except in cases of urgency.

Article 8: Amendment of the Terms and Prices

8.1 Centimo may amend these Terms as well as the prices of its Subscriptions. The Customer is informed by e-mail, notification within the Service, or any other appropriate means, at least 30 days before substantial changes take effect.

8.2 If the Customer does not accept the changes, it may terminate its Subscription under the conditions of Article 7 before they take effect. Failing that, the Customer is deemed to have accepted them. Centimo may additionally condition continued access to the Service on an express confirmation of the modified Terms given directly within the Service, and may restrict such access until that confirmation is given.

8.3 The version of the Terms published on Centimo's website at the relevant time shall alone be authoritative. The Customer is invited to consult it regularly.

Article 9: Customer Obligations

The Customer undertakes to:

  • use the Service in accordance with its intended purpose and applicable legal provisions;
  • not compromise the security, integrity, or proper functioning of the Service (attempted intrusion, reverse engineering, unauthorized mass extraction, etc.);
  • not use the Service to process data it is not entitled to hold;
  • ensure the accuracy of the accounting and financial data it enters or imports into the Service, Centimo not being responsible for its accuracy or its tax or accounting compliance;
  • respect the strictly named, non-shareable nature of each Seat, under the terms and subject to the consequences set out in Article 5.5.

Article 10: Intellectual Property

10.1 The Service, its source code, its interface, its documentation, and all elements composing it remain the exclusive property of Centimo or its licensors. No provision of these Terms transfers any intellectual property right whatsoever to the Customer.

10.2 The Customer retains full ownership of the data it enters, imports, or generates by means of the Service ("Customer Data"). Centimo benefits from a limited right of use over the Customer Data, strictly necessary for the provision, operation, and improvement of the Service, under the conditions described in the Privacy Policy and the appended Data Processing Agreement.

Article 11: Availability, Maintenance, and Support

11.1 Centimo implements reasonable means to ensure continuous availability of the Service, without however guaranteeing uninterrupted availability. Planned maintenance operations may cause temporary interruptions, announced in advance to the extent possible.

11.2 Centimo aims, on an indicative basis and without any contractual obligation of result (obligation of means, "best effort"), for a monthly Service availability of around 99.5%, excluding planned maintenance operations and cases of force majeure. This rate is given as an example and does not constitute a guaranteed service level agreement (SLA); it does not give rise to any compensation, credit, or indemnity in the event it is not met.

11.3 Support is provided according to the terms and timeframes specific to each Subscription.

Article 12: Data Protection

The processing of personal data in connection with the Service is described in Centimo's Privacy Policy, which forms an integral part of these Terms.

To the extent the Customer processes, by means of the Service, personal data for which it is itself the controller (for example, its own customers' data appearing in its accounting), the processing arrangements are governed by the Data Processing Agreement appended hereto.

Article 13: Liability

13.1 Centimo implements reasonable and proportionate means to ensure the reliability, security, and availability of the Service, without guarantee of result.

13.2 Centimo disclaims any liability as to the accuracy, legal, tax, or accounting compliance of the data entered or produced by the Customer by means of the Service. It is the Customer's responsibility to ensure, where appropriate with the assistance of a qualified professional (fiduciary, accountant), that its accounting is compliant.

13.3 To the fullest extent permitted by Swiss law, Centimo's liability is limited to direct and foreseeable damages, and capped at the amount paid by the Customer for the Subscription over the 3 months preceding the event giving rise to the claim. Centimo shall in no event be liable for indirect damages (data loss resulting from misuse of the Service, loss of profit, business damage, etc.).

13.4 This limitation does not apply in the event of intent or gross negligence on the part of Centimo, nor in cases where Swiss law prohibits such a limitation.

13.5 Centimo implements the security measures described in its Privacy Policy, without being able to guarantee absolute security of data transmissions over the Internet. Transmission by e-mail in particular carries a risk of interception by third parties, of which the Customer is informed.

Article 14: Confidentiality

Each party undertakes to keep confidential any non-public information it may become aware of in connection with the performance hereof, and to use it solely for the purposes of such performance.

Article 15: Force Majeure

Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of Swiss law.

Article 16: Links to Third-Party Websites

The Service or Centimo's website may contain links to third-party websites or services (for example, those of our providers). Centimo exercises no control over such websites and disclaims any liability regarding their content, availability, or data protection practices.

Article 17: Governing Law and Jurisdiction

17.1 These Terms are governed by Swiss law, to the exclusion of conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

17.2 Any dispute relating to the validity, interpretation, or performance of these Terms shall fall within the exclusive jurisdiction of the courts of the canton of Fribourg.

Article 18: Miscellaneous Provisions

18.1 If any clause of these Terms is held invalid or unenforceable, the remaining clauses shall remain in full force and effect.

18.2 The fact that Centimo does not invoke a breach by the Customer of one of its obligations shall not be construed as a waiver of the right to invoke it later.

18.3 These Terms, the Privacy Policy, and the Data Processing Agreement constitute the entire agreement between the parties with respect to their subject matter.