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Terms and conditions

Last update: April 2026

Definitions

For the purposes of these Terms and Conditions:

  • “Account” means an individual access profile created for a User within a Workspace enabling access to the Service.
  • “Administrator” means a User designated by the Client with administrative rights to manage Users, permissions, and Subscription settings within the Workspace.
  • “AI Credits” means usage units allocated to the Client enabling access to AI Features, consumed in accordance with the applicable usage and billing rules defined by Innopearl.
  • “AI Features” means artificial intelligence-based functionalities embedded in the Platform, including analytics, recommendations, matching systems, and any automated or generative outputs.
  • “Client” means any legal entity or natural person acting in a professional or commercial capacity that enters into a Contract with Innopearl.
  • “Client Data”  means all information, including data, text, strings, images, documents, materials, results, opinions, and all other forms of data or information made available by the Client and/or any of its Authorised Users for use in connection with the Services.
  • “Contract” means the contractual agreement composed of the Quote and these Terms and Conditions.
  • “Platform” as meaning defined in Article 2.1.
  • “Service” means the Platform, Website functionalities, AI Features, and any related services provided by Innopearl under this Agreement.
  • “Software” means the SaaS platform operated by Innopearl and accessible via  https://innopearl.ch.
  • “Subscription” means the commercial arrangement under which the Client is granted access to the Service, including monthly, annual, or usage-based (credit-based) plans as specified in the applicable Order Form or Quote.
  • “User” means a natural person authorised by the Client to access and use the Service under the Client’s Workspace. Users act solely on behalf of the Client and are not contracting parties to this Agreement.
  • “Workspace” means the Client’s dedicated environment within the Platform to which Users are assigned and through which the Client manages access to the Service.

1.    Purpose

These Terms and Conditions govern the contractual relationship between Sàrl Innopearl, registered in Geneva (CHE-16597/2019), Switzerland (“Innopearl”), and its Clients.

They apply to:

  • the SaaS Platform and Website;
  • open innovation and venturing services;
  • AI Features and related functionalities.

These Terms prevail over any conflicting Client terms unless expressly agreed in writing by Innopearl.

By using the Service, the Client agrees to be bound by these Terms.

2.    The Service

2.1 The Platform. Innopearl is the owner of a web-based software solution designed for businesses to support problem-solving through open innovation and venturing (the “Platform”). Based on the purchase made, Innopearl grants the Client access to the Platform or specific parts of it. The Client’s users are granted limited access, which is intended for internal business use only, by those users alone, subject to this Agreement and compliance with applicable law.

2.2 The Website. The Innopearl website (“Website” at https://innopearl.ch) provides information about Innopearl, its Platform and Services. Certain website functionalities may require account registration.

2.3 Open Innovation & Venturing as Managed Services. The Client may order services (“Services”) related to the Client’s open innovation and venturing initiatives, which are separate from the Platform licence. Unless otherwise agreed in writing, deliverables from these Managed Services will be made available to the Client through the Platform. The specific level of access granted to the Platform will be determined by the purchased services, unless explicitly agreed otherwise with the Client.

2.4Innopearl provides access to the Platform and Services in accordance with this Agreement. The Client is responsible for ensuring compliance with licencing terms and usage policies, including any applicable fair use provisions.

2.5 Use of Artificial Intelligence (AI)

The Platform includes functionalities powered by artificial intelligence (“AI Features”).

The Client acknowledges and agrees that:

  • AI Features operate through algorithms, data models, and third-party integrations that may use publicly available or licensed datasets;
  • Outputs from AI Features are advisory in nature and intended to support and not replace the Client’s own business judgment;
  • AI-generated outputs may contain inaccuracies, omissions, or bias; and
  • Innopearl makes no warranty as to the accuracy, completeness, or suitability of AI-generated results for any specific purpose.

2.6 AI Credits and Consumption

2.6.1 Allocation of AI Credits
Access to AI Features is subject to the allocation or purchase of AI Credits as specified in the applicable Subscription or Order Form.

2.6.2 Consumption Rules
AI Credits are consumed upon execution of AI Features, including but not limited to:

  • generation of AI Outputs,
  • execution of prompts or automated analysis,
  • API calls or third-party AI processing.

The applicable consumption rates are determined by Innopearl and may vary depending on model type, computation complexity, or feature usage.

2.6.3 Non-Refundability and Expiry
AI Credits:

  • are non-transferable between Clients unless expressly agreed;
  • are non-refundable, except as required by mandatory law;
  • expire at the end of the Subscription period or validity period indicated in the Subscription or Order Form.

2.6.4 Overuse and Blocking Rights
Innopearl reserves the right to:

  • suspend AI Features once AI Credits are exhausted;
  • restrict usage to prevent system overload or abuse;
  • require additional purchase of AI Credits for continued access.

2.6.5 No Guarantee of Availability
AI Features are subject to availability of third-party systems and may be modified, limited, or discontinued at any time.

3.    Responsibilities of Innopearl

3.1  Innopearl uses commercially reasonable efforts to maintain high Service availability. However, Innopearl does not guarantee uninterrupted or error-free operation of the Service. Innopearl performs Service maintenance and uses commercially reasonable efforts to schedule system down-time to off-peak hours and to avoid service interruptions and delays.

3.2 Should Innopearl become aware of a data breach incident that could significantly compromise the security of the Platform or the security of Client Data, Innopearl may temporarily suspend access to the Platform without prior notice in order to promptly address the security breach. In such an event, Innopearl shall not be liable to the Client, and the Client and its users shall not be entitled to any compensation from Innopearl.

3.3. Innopearl does not guarantee specific results from the use of the Platform or its Service and Innopearl’s obligation is limited to making reasonable efforts to fulfil its obligations to provide the Service, exercising professional diligence and expertise. However, the Company does not guarantee any specific results, including but not limited to successful matches, partnerships, investments, or commercial outcomes.

The Client acknowledges that any decision to engage with another user is made at its sole discretion and risk.

3.4. The Platform and Service are intended to assist the Client with its open innovation and venturing management, and Innopearl shall not be liable for any business decisions made by the Client or its users based on information, recommendations, or tools provided. The Client acknowledges that no software is entirely free of errors, and not all software errors can be economically corrected or necessarily need to be corrected.

4.    Third Party Content and Software

4.1 Innopearl’s Service includes processing and presenting content that is not owned or controlled by Innopearl, including, among others, content submitted by third parties (startups, scaleups or more mature businesses), provided “as is”, derivatives and aggregated analysis of such content (collectively, “Third Party Content“). The Client agrees that Innopearl is not responsible for any such Third Party Content, nor shall Innopearl be liable for any losses or damages arising from such content.

4.2 Innopearl does not warrant that the information available on the Service is complete, accurate, error-free or up to date. Innopearl reserves the right to modify or remove any content at its sole discretion and without prior notice. The Client’s use of the Service and its available content, or any part thereof, is made solely at the Client’s own risk and responsibility.

4.3. The Client acknowledges and agrees that its use of Third-Party Content is subject to this Agreement, as well as any applicable privacy policies, practices, licences and other binding terms set by the holders of the rights of such Third Party Content; Innopearl shall not be liable, directly or indirectly, for any breach, damage or losses incurred by any third parties as a result of the Client’s use of Third Party Content through the Service. Innopearl is not responsible for, and Innopearl disclaims any warranties regarding the accuracy, appropriateness, usefulness, or safety of any Third Party Content, including, but not limited to links, text, data, images, videos, testimonials, advertisements, statements, advice, rating, content, services, products, offers, affiliate links or web pages. Should the Client leave the Service via any links or Third Party Content provided, it does so at its own risk and Innopearl shall not be liable or responsible as mentioned above.

4.4 The Service may include or integrate third party software that is subject to and governed by the terms and conditions of the open source or third party licence (“Third Party Software“). The Client acknowledges and agrees that its right to use any Third Party Software integrated into the Service is governed by the terms and conditions of the open source or third party licence applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, licence terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third-party licences, the terms of the open source or third party licences shall control with regard to the Client’s use of the relevant Third Party Software. Nothing in this Agreement shall be construed as designating the Service or any part thereof as “open source” or “publicly available” software.

5.    Responsibilities of the Client

5.1 The Client shall be responsible for all activity occurring under its user accounts and shall comply with all applicable local, national and international laws, treaties and regulations in connection with its use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. Without limiting the foregoing, the Client shall: (i) notify Innopearl immediately of any unauthorised use of any password or account or any known or suspected breach of security; (ii) report to Innopearl immediately and take reasonable measures to stop any unauthorised copying or distribution of the Services; and (iii) not impersonate any person or entity or provide false identity information to gain access to or use the Services.

5.2 The Client shall only use the Platform in compliance with all applicable laws and for legitimate purposes. As part of the Subscription, the Client may use the Service only for its own internal business purposes and for no other purpose, except as expressly permitted in this Agreement.

5.3  For the delivery of Managed Services, the Client shall provide Innopearl with necessary cooperation, including support and assistance, such as supplying data, information, and relevant documentation, as needed or as specified in the quote.

5.4. The Client is solely responsible for conducting its own due diligence before entering into any relationship, transaction, or agreement with another user of the platform.

The Company shall not be responsible for any misrepresentation, omission, or inaccurate information provided by any of its users.

6.    Confidentiality and Sensitive Information

The Client agrees not to disclose or share confidential, proprietary, or sensitive information through the platform unless it has taken appropriate precautions. On that basis, Innopearl declines responsability for any confidential information disclosed by the client. It does not guarantee the confidentiality of information shared between users and shall not be liable for any unauthorized disclosure or misuse of such information by third parties.

7.    Platform subscription and use

7.1 Grant of Licence & Subscription Terms. Subject to the Client’s compliance with this Agreement, solely during the Term (as defined below) and upon execution of a contract or Order Form, the Client and its Authorised Users (as defined below) shall be granted a non-exclusive, non-transferable, revocable and limited licence to use the Platform for an agreed number of users and features for a designated period (“Subscription”).

7.2 Usage Restrictions & Compliance. No use of the Platform beyond what is specified in this Agreement and the Subscription is permitted, including use by any employees, agents, contractors, consultants, representatives, or personnel of the Client, unless expressly authorised by Innopearl.

7.3 Usage Compliance. The Platform may only be used in compliance with all applicable laws and for legitimate business purposes. As part of the Subscription, the Client may use the Service only for its own internal business purposes and for no other purpose, except as expressly permitted in this Agreement.

Specifically, the Client may not, and shall not allow any third party to use the Service, Platform or Website in the following manners: (i) in any unlawful manner or for any improper, defamatory, offensive, obscene or otherwise objectionable purpose, or in breach of this Agreement; (ii) in breach of confidence or privacy or of any third party’s rights including copyright, trade mark or other intellectual property rights; (iii) in a manner that is misrepresentative or misleading as to the Client’s identity or which in any way suggests that the Client is sponsored, affiliated or connected with Innopearl, including but not limited to, giving, selling, renting, leasing, sublicensing, disclosing, publishing, assigning, marketing, transfering or distributing any portion of the Platform and/or Service to any third party; (iv) in any manner which may damage Innopearl or its reputation, including present or share the data or information received through the Platform without Innopearl’s prior consent; (v) disassemble, reverse engineer or otherwise decompile any software, applications, updates or hardware contained in or available via the Service or any part thereof; (vi) interfere with the Service in a way that could damage, disable, overburden, impair or compromise Innopearl’s systems or security or interfere with other users, including any action that may impose an overload on the Platform; (vii) copy, distribute, communicate to the public, sell, rent, lend or otherwise use the Service, or seek to violate or circumvent any security measures employed to prevent or limit the Client’s access to or use of the Service; (viii) introduce onto, or transmit via, the Service any disruptive computer program code, virus, ‘denial of service’ or ‘spam’ attack, worm, Trojan horse, authorization key, licence control utility or software lock; (ix) remove, alter or replace any notices of authorship, trademarks, business names, logos or other designations of origin on the Service or pass off or attempt to pass off the Service as the product of anyone other than Innopearl; (x) use any automated computer program or application to scan, copy, index, sort or otherwise exploit Service; (xi) use the Platform or any other part of the Service thereof to develop, offer, operate, support or enable a competing service or product.

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of business opportunities, loss of revenue, or reputational harm arising out of or in connection with the use of the platform.

8.    Fees and terms

8.1 Access to and use of the Service by the Client is contingent upon the payment of all applicable fees, based on the selected subscription or received quote.

8.2 Payments must be made in accordance with the applicable Order Form or Quote via wire or bank transfer. The Client is responsible for all local taxes, including VAT, which shall not be deducted from the fee payable.

8.3 Innopearl reserves the right to revise its fees, plans, and/or pricing model at any time, without incurring any liability towards the Client. The revised fee schedule shall take effect from the Client’s next contract renewal date.

8.4 The Client is responsible for any bank-related commissions, currency exchange fees, or debt collection services-related fees, if applicable. If the Client fails to make timely payments, Innopearl may charge late payment interest on the outstanding amount at a rate of 5% per annum, as permitted under applicable Swiss law.

8.5 Payment via Stripe or via any credit card :

The Company acts solely as an intermediary facilitating access to Stripe’s or any other Bank providers of credit cards payment platform and does not itself process, collect, or store any payment information, including but not limited to credit card details.

By using the services, the Client agrees to be bound by Stripe’s or any other Bank provider of credit cards  applicable terms and conditions and privacy policy. The Company shall not be held responsible for any acts, omissions, errors, delays, or failures of Stripe or any other Bank provider of credit card, including but not limited to payment processing errors, transaction failures, or security breaches.

The Company expressly disclaims any and all liability arising from or related to the use of Stripe’s or any other Bank provider services. Any disputes or issues related to payment processing must be addressed directly with Stripe or any other Bank provider of credit card.

The Client further acknowledges that the Company does not guarantee the availability, reliability, or performance of Stripe’s or any other  Bank providers of credit card services and shall not be liable for any loss, damage, or inconvenience resulting from the use or inability to use such third-party services.

9.    Innopearl’s Ownership of Intellectual Property

Innopearl exclusively owns all rights, title, and interest, including all related Intellectual Property Rights (as defined below and in the Confidentiality Agreement), in and to the Services, the Platform, any technology used to provide the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Client or any other party relating to the Services.

10. Restrictions on Reverse Engineering and Competitive Use

The Client shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or know-how of the platform or any part thereof;

(b) access or use the platform for the purpose of building, training, developing, or improving a competing product or service, including but not limited to replicating the platform’s functionalities, matching processes, or business model;

(c) use any data, content, or information obtained through the platform, including user profiles or interactions, to develop, train, or enhance any database, algorithm, or service that competes with the Company’s services;

(d) extract, scrape, or otherwise collect data from the platform by automated or systematic means, except as expressly authorized by the Company.

The Company reserves the right to suspend or terminate access to the platform in the event of any breach of this section.

11. Client Data

Client Data remains the sole property of the Client. The Client grants Innopearl a worldwide, non-exclusive, royalty-free right to use, copy, distribute, display, modify, and create derivative works of Client Data for internal business purposes only, including product analytics, enhancement, and improvement of the Services.

12. Personal data

12.1 In the course of operating the Platform and providing the Service, Innopearl will process personal data in accordance with the Swiss Federal Act on Data Protection (nFADP/nLPD) and, where applicable, the EU General Data Protection Regulation 2016/679 (GDPR).

12.2 Data Security Measures. Innopearl will implement appropriate physical, administrative and technical measures to protect such data against accidental or unlawful destruction, loss, alteration, disclosure, or unauthorised access, particularly over the Internet. These measures shall be in accordance with Innopearl’s Statement of Data Privacy, available at: https://www.innopearl.ch/data-policy/.

12.3 Innopearl’s Statement of Data Privacy is regularly updated to ensure compliance with applicable laws and regulations.

13. Confidentiality

Confidential information shall be handled in accordance with the terms of the Confidentiality Agreement signed between “the Client” and Innopearl.

14. No Warranties

14.1 General Warranty Disclaimer. The Service, Website, and Platform are provided on an “as is” basis, without warranties of any kind, whether express or implied. The Client assumes all responsibility for accessing and using the Service, Website, and Platform. Except as expressly stated in this Agreement, Innopearl disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14.2 Data Disclaimer & Liability Limitation. The data contained on the Website and Platform is based on information obtained by Innopearl from third parties, including estimations and extrapolations. Innopearl, its affiliates, and third-party providers: (i) shall not be liable for the accuracy of Platform data or any omissions of data from the Website or Platform; and (ii) shall not be responsible for any business decisions or actions taken by the Client or its affiliates, customers, partners, or other associated parties, whether or not based on data from the Website or Platform.

14.3 Service Availability Disclaimer. Innopearl does not warrant that the Website or Platform will be uninterrupted or error-free, that defects will be corrected, or that the Website or Platform is free from viruses or other harmful code.

14.4 Security & Performance Disclaimer. No warranty is given regarding the reliability or performance of the Platform, including, without limitation, any warranty that the Platform will detect, block, or prevent viruses, spam, or other harmful or unwanted code or intrusions.

14.5 Limitation of Liability for Technical Failures. The Client agrees that Innopearl shall not be liable for any consequences resulting from technical problems or failures.

15. Limitation of Liability

15.1 Exclusions of Liability. Notwithstanding anything to the contrary in this Agreement or applicable law, except in cases of (i) gross negligence, (ii) wilful misconduct, (iii) breach of intellectual property obligations, or (iv) breach of confidentiality obligations, neither party shall be liable to the other for any consequential, exemplary, special, indirect, incidental, or punitive damages.

This includes, but is not limited to, lost revenue, lost profits, business interruption, loss of data, goodwill, or business opportunities arising from or relating to this Agreement, the Services, or the Platform. Innopearl shall not be liable for any damages resulting from loss of information or data, or any other damages, however caused and under any theory of liability, including, but not limited to, tort (including negligence), contract (including fundamental breach), or otherwise, even if a party has been advised of the possibility of such damages.

15.2 Aggregate Liability Cap. Innopearl’s total aggregate liability for damages arising out of or in any way related to this Agreement shall not exceed the total fees actually paid by the Client to Innopearl under this Agreement in the twelve (12) months preceding the date the liability first arose.

This limitation applies regardless of the form in which any action is brought, whether in contract, tort (including negligence of any kind), or any other theory of liability, even if Innopearl had been advised of the possibility of such damages.

15.3 Limitation on Claims Period. No action may be brought against Innopearl more than twelve (12) months after the cause of action has accrued.

15.4 Risk Allocation. The parties acknowledge and agree that, to the extent permitted by local law, the foregoing exclusions and limitations of liability represent their agreed allocation of risk in connection with their respective obligations under this Agreement. The fees payable to Innopearl are set in reliance on this allocation of risk and the exclusions and limitations of liability outlined in this Agreement.

16. Indemnification

The Client shall indemnify, defend and hold harmless Innopearl and its affiliates, partners, suppliers and licensors, as well as their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, legal fees and fees for other professional advisors) arising out of or in connection with the following:

  • the Client’s access to or use of the Service or Third Party Content;
  • breach of this Agreement;
  • violation of any applicable law;
  • negligence or wilful misconduct;
  • violation of the rights of a third party, including infringement of any intellectual property rights or misappropriation of any proprietary right or trade secret of any person or entity by the Client.

These indemnification obligations will survive the termination or expiration of this Agreement.

17. Modifications

Innopearl reserves the right, at its discretion, to modify or replace this Agreement at any time and for any reason. Such changes shall take effect 14 days after notice is provided to the Client or upon publication of the updated Agreement on the Website.

18. Applicable laws and jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of Switzerland.

Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Geneva, Switzerland, notwithstanding multiple defendants.

19. Application of the Terms & Conditions

This Agreement constitutes the entire agreement between Innopearl and the Client concerning its subject matter.

This Agreement supersedes all prior agreements, negotiations, and discussions between Innopearl and the Client relating to its subject matter.