General Terms

1. Who we are and what these terms cover

1.1 These General Terms (“Terms”) govern the use of the online services of Ernst & Conte GmbH, Oberneuhofstrasse 8, 6340 Baar, Switzerland (“Ernst & Conte”, “we”). They apply to every service you use through an organisation account with us, currently Tessa Cloud.

1.2 What a service includes and what it costs is set out in the service terms of that service, for Tessa Cloud in the Tessa Cloud Service Terms. Data protection is governed by the Data Processing Agreement (“DPA”).

1.3 Our services are intended exclusively for companies, public bodies, and other organisations, and for persons acting in the course of their professional or commercial activity. Consumers may not open an account. Whoever opens an account confirms that they act for their organisation and may bind it.

1.4 By signing up you accept these Terms, the service terms of the chosen service, and the DPA. We record which version you accepted and when. Your own purchasing or business terms do not apply, even if we do not expressly object to them.

2. Order of precedence

In case of conflict, this order applies: (1) an individually agreed order form, (2) the service terms of the service, (3) these Terms. On data protection questions the DPA prevails over every other document.

3. Organisation account and seats

3.1 You open an organisation account (“organisation”). The person who opens it receives the Owner role and can invite further people and assign roles.

3.2 Every person who can sign in to your organisation occupies a seat, regardless of their role. How many seats a plan includes is stated in the service terms.

3.3 You are responsible for everything that happens through your organisation, including the conduct of the people you invite. Make sure your users comply with these Terms and protect their credentials. Notify us immediately if you suspect misuse.

3.4 Sign-in happens through the identity providers named in the service terms. Their terms of use apply between you and the respective provider.

4. Free trial

4.1 New organisations can try the service free of charge for 14 days. No payment card is required. Which plan applies during the trial is stated in the service terms.

4.2 The trial ends automatically. If you have not chosen a plan by then, the organisation becomes read-only and is locked 30 days later. No charges arise. Retention and deletion follow section 8.

4.3 We grant one trial per organisation and per person and may end trials in case of abuse.

5. Fees and payment

5.1 Prices are stated in the service terms. They are in Swiss francs (CHF) and include VAT.

5.2 Unless an order form provides otherwise, billing is monthly in advance through our payment provider Stripe. You add a payment card in the billing portal for this. We ourselves do not store card details.

5.3 We announce price changes at least 30 days in advance in the product or by e-mail. They apply from the first billing period after that notice period. If you do not agree with a price change, you can cancel until it takes effect, with effect at the end of the current billing period.

5.4 We refund fees already paid only where these Terms expressly provide for it.

6. Term and cancellation

6.1 Unless an order form provides otherwise, a subscription runs for one month and renews automatically for one further month at a time until it is cancelled.

6.2 You can cancel at any time in the billing portal with effect at the end of the current billing period. Until then the service remains fully usable.

6.3 We may cancel the subscription with 30 days’ notice to the end of a billing period, for example if we discontinue the service. In that case we refund prepaid fees pro rata.

6.4 Either side may terminate without notice for cause, in particular for a serious breach of these Terms that is not remedied within 10 days of a request, or if the other side becomes insolvent.

7. Payment default

7.1 If a payment fails, we inform you and retry the charge. The organisation is considered past due.

7.2 If payment remains outstanding 14 days after the due date, we switch the organisation to read-only: your data remains viewable and exportable, new test runs are no longer possible.

7.3 If payment remains outstanding for a further 30 days, we lock the organisation. Access is then limited to exporting your data under section 11.

7.4 As soon as all open amounts are paid, we reactivate the organisation, provided the data has not yet been deleted.

8. Retention and deletion

8.1 As long as your organisation is active, in trial, read-only, or locked, we keep your data.

8.2 90 days after the lock we permanently delete the organisation’s data; backups that still contain this data are overwritten at the latest 30 days after that. Before deletion we inform the organisation’s owners. You can request earlier deletion at any time.

8.3 The same applies after you cancel: the organisation is locked at the end of the paid period and deleted 90 days later.

8.4 Data we must keep because of legal obligations (such as invoices) is unaffected.

9. Acceptable use

9.1 You may only use our services to test applications you are authorised to test: your own applications, or applications whose owner has given you express permission. You make sure that the test environment, test data, and test accounts are cleared for this.

9.2 The following in particular is not permitted: testing or attacking third-party systems without permission, circumventing seat, project, or other usage limits, storing unlawful content, disrupting or overloading operations, reverse engineering the service except where the law mandatorily allows it, and reselling the service without our consent.

9.3 In case of a breach or of an acute threat to the security of the service we may temporarily suspend the affected feature, individual users, or the whole organisation. We inform you beforehand or, if that is not possible, immediately afterwards.

9.4 You indemnify us against third-party claims arising from you testing applications without authorisation or storing unlawful content.

10. Your content and intellectual property

10.1 We acquire no rights in what you create or upload in our services: scenarios, test plans, schedules, reports, screenshots, recordings, logs, App Maps, test builds, and the list of your members (“customer content”) remain with you or with the respective rights holders. You warrant that you hold the necessary rights in the customer content.

10.2 You grant us the right to store, process, and display customer content to the extent necessary to operate the service and to provide the support you request. We do not use customer content for other purposes and do not train AI models on it.

10.3 The service, its software, documentation, and trademarks remain our property or that of our licensors. For the term of the contract you receive a non-exclusive, non-transferable right to use the service in accordance with these Terms.

10.4 We may use feedback and suggestions for improvement without compensation.

11. Data portability

11.1 You can export your customer content at any time, free of charge, and in every state of the organisation (except uploaded test builds, whose originals you hold): during the trial, on an active subscription, in read-only state, and after a lock, until deletion under section 8.

11.2 As long as the service offers no self-service export, we deliver the export on request to [email protected] within 30 days as a downloadable archive. What the archive contains is described on the page Your data.

11.3 We deliver the data in open, documented formats, including JSON for structured data, PNG for screenshots, and text files for logs.

12. The AI provider you bring

12.1 Our services use AI models to run tests and generate content. You add your own API key of a supported AI provider for this.

12.2 The AI provider is your contractor, not ours. You conclude the contract with it, bear its costs, and make sure its terms allow the intended use. On your behalf we transmit data from your test runs to that provider, such as scenario steps, screenshots, and screen contents of the application under test.

12.3 We are not liable for the availability, quality, or data processing of the AI provider. The DPA does not cover the AI provider because you contract it directly.

13. Availability and support

13.1 We operate the services with reasonable care and security. Without an express agreement in an order form there is no guaranteed availability (no SLA). We announce maintenance windows in advance where possible.

13.2 We provide support by e-mail on business days on a best-effort basis. Channels and expectations are stated in the service terms.

13.3 We keep developing the services. Individual features may change or be removed; we announce material restrictions under section 16.

13.4 Neither side is liable for delays or failures caused by events beyond its reasonable control (force majeure), such as outages of third-party data centres or networks, government orders, or attacks on the infrastructure, provided it has taken reasonable precautions.

14. Warranty and liability

14.1 We provide the services as described in the service terms. We give no further assurances, in particular not that the service is uninterrupted, error-free, or fit for a particular purpose. Test results are an aid; the decision whether to release an application stays with you.

14.2 Report defects to us. We fix them within a reasonable time. If we cannot, you may cancel.

14.3 Our total liability is limited to the amount you paid for the affected service in the 12 months before the event giving rise to the damage.

14.4 We are not liable for indirect or consequential damages, in particular lost profit, business interruption, third-party claims, and data loss you could have avoided through an export under section 11.

14.5 These limitations do not apply in case of intent or gross negligence, to damages from injury to life or body, or where the law mandatorily excludes a limitation.

15. Confidentiality

15.1 Both sides treat non-public information of the other side received in connection with the contract as confidential and use it only to perform the contract. Your customer content is confidential.

15.2 Excluded is information that is publicly known, lawfully obtained from third parties, independently developed, or must be disclosed because of legal or regulatory obligations; in that case we inform you where permitted.

15.3 The obligation applies during the contract and for three years after it ends; for trade secrets, credentials, and personal data it applies indefinitely.

16. Changes to these Terms

16.1 We may change these Terms, the service terms, and the DPA, for example because of new features, new services, or changed laws. Every version carries a version number in the form of a date and stays permanently available at its address. All changes are listed in the changelog.

16.2 We announce material changes in the product at least 30 days before they take effect and ask the owners of your organisation to accept the new version there. If you do not agree, you can cancel until the change takes effect, with effect at the end of the current billing period. If you keep using the service after the change takes effect, the new version applies.

16.3 Changes that do not burden you, such as editorial corrections or additional features, may take effect without notice.

17. Final provisions

17.1 Swiss law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules.

17.2 The exclusive place of jurisdiction is Zug, Switzerland. Mandatory statutory places of jurisdiction remain reserved.

17.3 The German version of these Terms and of all other contract documents is binding. English versions are translations for information.

17.4 You may transfer the contract only with our consent. We may transfer it to a legal successor that continues the service.

17.5 If a provision is invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid one that comes closest to its purpose.

17.6 Send notices to us at [email protected]. Notices to you are given in the product or to the e-mail addresses of your organisation’s owners. Keep these addresses current; a notice is deemed received when we have sent it to the address on file.

17.7 Sections 8, 10, 11, 14, 15, and 17 survive the end of the contract.