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Last Updated: May 28th, 2026
Contents
By accessing, registering for, or using the smartNsales Enterprise platform and related services (the "Service"), you, the user, agree to be bound by these Terms & Conditions ("Terms"). These Terms constitute a legally binding agreement between you and smartNsales AG ("smartNsales Enterprise", "we", "us", or "our"), a company incorporated under the laws of Switzerland and domiciled at Habsburgerstrasse 32, 6003 Luzern. If you do not agree with any part of these Terms, you must not access or use the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will notify you of any material changes by posting the updated version on our website or through the Service at least 30 days before they take effect. Your continued use of the Service following the effective date of any changes constitutes your acceptance of the revised Terms.
These Terms are governed by the laws of Switzerland. Any disputes arising out of or relating to the Service shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Zurich, unless otherwise agreed in a separate Master Services Agreement (MSA). The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
For the purposes of these Terms, "enterprise clients" refers to organisations that have entered into a separate Master Services Agreement (MSA) with smartNsales Enterprise. Provisions specific to enterprise clients apply only where such an agreement is in place. In the event of conflict between an MSA and these Terms, the MSA prevails for the matters it addresses.
smartNsales Enterprise is an AI-powered operating platform designed for FMCG brands. It includes modules for annual planning & key account management (Plan & Negotiate), in-store execution tracking (Execute & Monitor), branded retail presence management (Shop-in-Shop), performance analytics (Analyze & Optimize), and distribution expansion (Expand). The Service may use third-party large language models and AI services to generate certain outputs.
The Service may include or rely on third-party services (including cloud infrastructure, AI providers, and analytics tools). Your use of such integrations is subject to the terms and privacy policies of the respective third-party providers. smartNsales Enterprise is not responsible for the performance or availability of third-party services.
smartNsales Enterprise does not guarantee that the Service will always be available, error-free, or uninterrupted. We reserve the right to modify, update, or discontinue features at any time, with reasonable advance notice where practical.
AI-generated content within the Service may contain errors, inaccuracies, or omissions. The Service is a decision-support tool only. Your organisation remains solely responsible for all business decisions, trade investments, and commercial commitments made based on outputs from the platform.
smartNsales Enterprise does not use your account data, Customer Data, or queries to train or fine-tune AI models without your explicit written consent. We may use anonymised and aggregated usage data to improve the platform.
To access the Service, you must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) and have the authority to enter into binding agreements on behalf of your organisation.
You must provide accurate, complete, and up-to-date information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at security@smartnsales-enterprise.com of any suspected unauthorised access.
We may suspend or terminate your account with prior written notice if we have well-founded reasons to do so (including breach of these Terms, non-payment, or fraudulent activity). In urgent cases (e.g. active security threat), we may act immediately and notify you as soon as practicable thereafter.
Subject to full payment of applicable fees and compliance with these Terms, smartNsales Enterprise grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license to access and use the Service solely for your internal business purposes during the Subscription Term.
You must not:
You agree to use the Service responsibly and in compliance with these Terms and all applicable laws, rules, and regulations.
You agree not to:
Violation of this section may result in immediate suspension of access without notice.
Fees are as set out in the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance and are non-refundable except as required by law or as expressly set out in these Terms.
Payment is due within 30 days of the invoice date. Late payments accrue interest at the statutory rate under Art. 104 of the Swiss Code of Obligations (CO) (currently 5% per annum) from the due date until actual payment. All fees are exclusive of applicable VAT or taxes.
smartNsales Enterprise may adjust subscription pricing at the start of each renewal term with at least 60 days' prior written notice.
This Agreement commences on the date you accept it and continues for the initial Subscription Term specified in your Order Form. Unless terminated in accordance with this Section, the Agreement will automatically renew for successive equal periods.
Either party may terminate this Agreement for convenience by providing 60 days' written notice before the end of the then-current Subscription Term.
Either party may terminate immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of written notice; or (b) becomes insolvent or subject to insolvency proceedings.
Upon termination, all licenses cease immediately. Your Customer Data will remain available for export for 30 days after the termination date, after which it will be securely deleted. Your data remains your property throughout. Sections 8, 9, 10, 12, 13, 14 and 17 survive termination.
All rights, title, and interest in and to the Service, including software, algorithms, AI models, documentation, user interfaces, and platform improvements, are and remain the exclusive property of smartNsales AG or its licensors. Nothing in these Terms transfers any ownership rights to you.
You retain all ownership rights in your Customer Data. You grant smartNsales Enterprise a limited, non-exclusive license to host, store, and process Customer Data solely as necessary to provide the Service. We will not use your Customer Data without your express written consent for any other purpose.
By submitting suggestions, ideas, or other feedback regarding the Service ("Feedback"), you grant smartNsales Enterprise a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and incorporate that Feedback into the Service, without obligation or compensation to you.
Each party agrees to keep the other party's Confidential Information strictly confidential, using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Each party will use Confidential Information only for the purposes of this Agreement and will disclose it only to personnel or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Section.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach; (b) was already known to the receiving party; (c) is received from a third party without restriction; or (d) must be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permitted.
Confidentiality obligations survive termination for 5 years, or indefinitely for trade secrets.
The Customer acts as the data controller in respect of any personal data processed through the Service. smartNsales Enterprise acts as a data processor on behalf of the Customer.
Where the Service involves the processing of personal data subject to the GDPR, the Swiss nFADP, or other applicable data protection law, the parties will enter into a separate Data Processing Agreement (DPA), which is incorporated by reference into these Terms. In the event of conflict between the DPA and these Terms on matters of data protection, the DPA prevails.
smartNsales Enterprise maintains appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, or alteration, consistent with Art. 32 GDPR and Art. 8 of the Swiss nFADP.
In the event of a personal data breach likely to result in a high risk to individuals, smartNsales Enterprise will notify the Customer without undue delay (and in any event within 72 hours of becoming aware, consistent with Art. 33 GDPR and the nFADP "as soon as possible" standard), so that the Customer can meet its own notification obligations.
For details of how smartNsales Enterprise processes personal data as a controller (e.g. marketing, invoicing, website analytics), see our Privacy Policy and Cookie Policy.
smartNsales Enterprise targets a monthly uptime of 99.5% for the production environment, excluding scheduled maintenance windows (notified at least 48 hours in advance) and Force Majeure events.
Formal service level commitments and any remedies (e.g. service credits) are set out in the applicable Order Form or Service Level Agreement (SLA). In the absence of an agreed SLA, the uptime target is aspirational and not contractually binding.
Each party warrants that it has the full power and authority to enter into these Terms and that its performance will not violate any applicable law or third-party agreement.
smartNsales Enterprise warrants that the Service will perform materially in accordance with the applicable documentation during the Subscription Term and that it will not knowingly introduce malicious code.
Except as expressly set out above, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This disclaimer is made to the maximum extent permitted by applicable law. Nothing herein limits liability for fraud, wilful misconduct, or gross negligence as required by Art. 100 of the Swiss Code of Obligations.
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of revenue, or loss of data, however caused and on any theory of liability, even if advised of the possibility of such damages.
Each party's total aggregate liability under or in connection with these Terms will not exceed the total fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.
Nothing in this Section limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct (Art. 100 CO); or (d) any other liability that cannot be excluded or limited by applicable law.
The Customer agrees to defend, indemnify, and hold harmless smartNsales Enterprise and its officers, directors, employees, and agents from and against any claims, damages, fines, costs, and expenses (including reasonable legal fees) arising out of: (a) the Customer's violation of these Terms or applicable law; (b) unauthorised use of the Service; or (c) any claim that Customer Data infringes a third-party right or violates applicable data protection law.
smartNsales Enterprise will promptly notify the Customer of any indemnifiable claim and will reasonably cooperate with the Customer's defence efforts, at the Customer's expense.
Neither party will be liable for delay or failure to perform (other than payment obligations) where caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, government actions, natural disasters, epidemics, failure of third-party infrastructure, or power outages (a "Force Majeure Event").
If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement by written notice without liability.
These Terms (together with any Order Forms and the DPA) constitute the entire agreement between the parties regarding the subject matter and supersede all prior representations, proposals, or agreements.
The Customer may not assign or transfer any rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
If any provision is found unenforceable or invalid, it will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force.
No failure or delay in exercising any right constitutes a waiver of that right.
All notices must be in writing. Notices to smartNsales Enterprise should be sent to the contact details in Section 18. Notices to the Customer will be sent to the billing email address on record.
These Terms are executed in English. In case of any inconsistency between a translation and the English version, the English version governs.
smartNsales Enterprise takes reasonable steps to protect Customer Data but cannot guarantee complete protection against all possible loss scenarios. Customers are responsible for maintaining backup copies of business-critical data where appropriate.
The Service may integrate with or link to third-party services and websites. smartNsales Enterprise is not responsible for the content, privacy practices, or availability of third-party services.
These Terms are governed by and construed in accordance with the laws of Switzerland, excluding its conflict of law rules and the CISG.
The parties will attempt in good faith to resolve any dispute through informal negotiation for at least 30 days before initiating formal proceedings.
If informal resolution fails, the dispute will be submitted to the exclusive jurisdiction of the ordinary courts of the Canton of Zurich, Switzerland (Bezirksgericht Zürich as court of first instance), without prejudice to either party's right to seek urgent interim relief.
Mandatory consumer protection provisions applicable in a consumer's country of residence are not affected by this choice of law clause, to the extent required by applicable law.
Habsburgerstrasse 32, 6003 Luzern, Switzerland
General enquiries: hello@smartnsales-enterprise.com
Legal & compliance: legal@smartnsales-enterprise.com
Data protection: privacy@smartnsales-enterprise.com
For any questions about these Terms, please contact us above. We aim to respond within 5 business days.