By purchasing, accessing or using the commercial version of NexTeams365, the Customer explicitly agrees to be bound by the following legally enforceable terms and conditions governed by Swiss law:
1.1 DEFINITIONS
In these Terms:
– “Lambert Consulting SA” refers to the Swiss company headquartered in Renens, Canton of Vaud, Switzerland, and the sole and exclusive owner of all intellectual property rights related to the software referred to as NexTeams365.
– “NexTeams365” designates the proprietary software solution developed and owned by Lambert Consulting SA for user provisioning and voice management within Microsoft Teams environments. The term NexTeams365 is a protected trademark and does not refer to a separate legal entity.
– “Customer” means any legal entity or individual that has purchased a valid licence for the commercial use of NexTeams365 and has expressly or implicitly accepted these Terms.
– “Licence” refers to the non-exclusive, non-transferable, and non-sublicensable right granted to the Customer to use NexTeams365 in accordance with these Terms and the agreed commercial scope.
1.2 LICENCE GRANT AND SCOPE OF USE
Upon full payment of the applicable fees, Lambert Consulting SA grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to install, access and use NexTeams365 exclusively within its own organisation and strictly in accordance with the purchased subscription or perpetual licence parameters. Any use beyond the agreed scope, including but not limited to exceeding the number of licensed users, providing services to third parties, or deploying the software outside the authorised environment, constitutes a material breach of these Terms.
1.3 TERM AND TERMINATION
For subscription-based licences, the initial term shall be as agreed in the order form and shall automatically renew for successive periods of the same duration unless terminated by either party with at least thirty (30) days’ prior written notice before the end of the current term. Perpetual licences remain valid indefinitely unless terminated for breach. Lambert Consulting SA may suspend or terminate the licence with immediate effect in the event of non-payment, unauthorised use, or any other breach of these Terms. Upon termination, the Customer must immediately cease all use of NexTeams365 and permanently delete all copies in its possession. Clauses relating to confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination.
1.4 CUSTOMER RESPONSIBILITIES
The Customer shall ensure proper configuration and continuous maintenance of its Microsoft 365 and Teams environment, including the provision of all necessary administrative rights and secure access. The Customer is solely responsible for procuring, configuring, and maintaining, at its own cost, all infrastructure, systems, and technical components required to meet the installation prerequisites and operational requirements specified by Lambert Consulting SA. The Customer undertakes to prevent any unauthorised access, misuse, or security breaches within its environment and to ensure that such infrastructure remains updated and compliant throughout the licence term. Lambert Consulting SA shall not be liable for incidents, malfunctions, or losses arising from the Customer’s environment, its failure to meet installation prerequisites, or its non-compliance with these security and maintenance obligations.
1.5 USAGE RESTRICTIONS
The Customer shall not, directly or indirectly:
– Disassemble, decompile, reverse engineer or attempt to extract the source code or architectural logic;
– Reproduce, copy, modify or create derivative works;
– Circumvent any technical protection measures;
– Use the software for benchmarking, competitive analysis, or any unlawful activity;
– Grant access to unauthorised third parties;
– Use NexTeams365 beyond the agreed scope or to provide managed services to third parties without explicit written consent.
1.6 PAYMENT TERMS
The Customer shall pay all fees as specified in the relevant order form or invoice. Unless otherwise agreed, invoices are payable within thirty (30) days from the invoice date. Late payments shall accrue interest at the statutory rate under Swiss law and may result in suspension of access. All amounts are exclusive of applicable taxes, which shall be borne by the Customer.
1.7 SERVICE LEVELS, SUPPORT AND SUBCONTRACTING
Lambert Consulting SA shall provide technical support and maintenance services in accordance with the applicable service-level agreement (SLA) where purchased. Updates, enhancements, and new releases may be provided at Lambert Consulting SA’s discretion and according to the terms of the Customer’s subscription plan. Lambert Consulting SA is entitled to use qualified subcontractors for hosting, support, or maintenance, provided that such subcontractors remain bound by equivalent confidentiality and security obligations.
1.8 WARRANTIES AND DISCLAIMER
Lambert Consulting SA warrants that NexTeams365 shall substantially perform in accordance with its documentation during the licence term. Except as expressly stated herein, NexTeams365 is provided “as is”, and Lambert Consulting SA disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The warranty shall not apply to defects resulting from misuse, unauthorised modifications, or external factors beyond Lambert Consulting SA’s control.
1.9 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
All technical information, documentation, system architecture, access credentials, and any other materials provided by Lambert Consulting SA shall be treated as confidential. The Customer undertakes to maintain strict confidentiality and not to disclose such materials to third parties. All intellectual property rights in and to NexTeams365 remain the exclusive property of Lambert Consulting SA. No rights are granted beyond the limited licence explicitly set forth herein.
1.10 DATA PROTECTION
The Customer remains solely responsible for compliance with applicable data protection laws, including the Swiss nLPD and the EU GDPR, when processing personal data using NexTeams365. To the extent Lambert Consulting SA processes personal data on behalf of the Customer, such processing shall be governed by a separate data processing agreement (DPA).
1.11 EXPORT CONTROL
The Customer undertakes to use NexTeams365 in compliance with all applicable export control laws and regulations, including Swiss and international restrictions. The Customer shall not export, re-export, or otherwise transfer NexTeams365 to any country or person subject to such restrictions without the required authorisations.
1.12 FORCE MAJEURE
Lambert Consulting SA shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, governmental actions, labour disputes, internet or telecommunication outages, cyberattacks, or acts of terrorism. In such cases, the performance of obligations shall be suspended for the duration of the force majeure event.
1.13 INDEMNIFICATION
The Customer shall indemnify, defend and hold harmless Lambert Consulting SA and its affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from the Customer’s breach of these Terms, unlawful use of NexTeams365, or infringement of third-party rights.
1.14 LIMITATION OF LIABILITY
To the maximum extent permitted by Swiss law, Lambert Consulting SA shall not be liable for indirect, incidental, punitive, special or consequential damages, including loss of profits, data, or business opportunities. In all cases, Lambert Consulting SA’s total aggregate liability shall not exceed the total amount paid by the Customer for the licence during the twelve (12) months preceding the event giving rise to the claim, except in cases of wilful misconduct or gross negligence.
1.15 COMPLIANCE AUDIT
Lambert Consulting SA reserves the right, during the licence term and up to one (1) year thereafter, to audit the Customer’s compliance with these Terms through an independent and confidential auditor. The Customer shall cooperate fully and provide access to relevant records. If the audit reveals a material breach or unauthorised use, the Customer shall reimburse all audit costs and compensate Lambert Consulting SA for any losses or damages incurred.
1.16 ASSIGNMENT
The Customer may not assign or transfer its rights or obligations under these Terms without the prior written consent of Lambert Consulting SA. Any unauthorised assignment shall be void. Lambert Consulting SA may freely assign these Terms to an affiliate or in the context of a corporate reorganisation, merger, or sale of assets.
1.17 NOTICES
All official communications under these Terms shall be made in writing and delivered by registered mail or by email with confirmation of receipt to the addresses specified in the order form. Any change of address must be promptly notified to the other party.
1.18 HIERARCHY OF DOCUMENTS
In the event of any inconsistency between these Terms, the order form, an SLA, or a DPA, the following order of precedence shall apply: (1) the order form, (2) the DPA, (3) the SLA, and (4) these Terms.
1.19 GOVERNING LAW AND JURISDICTION
These Terms shall be governed exclusively by Swiss substantive law, excluding its conflict of law rules. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Lausanne, sitting in Renens, Switzerland. The contractual language is French, and in the event of translation, the French version shall prevail.