Language. These Terms are concluded in English and are published in English only. A summary in French, German and Italian accompanies them for information: the summary is not part of the contract, and only the English text below has legal effect (clause 19.3).
These Terms of Sale govern orders placed with ToupieSoft through the website https://toupiesoft.ch (ToupieSoft). Use of the software itself is governed by the End User Licence Agreement ("EULA"), published at https://toupiesoft.ch/legal/eula.
1. Scope and parties
1.1 The seller is ToupieSoft, , Switzerland, represented by ToupieSoft, e-mail noreply@toupiesoft.ch, enterprise identification number where registered (the "Vendor").
1.2 These Terms apply to all orders for licences of officepress and related services placed through the website, by e-mail, or on the basis of a quotation issued by the Vendor.
1.3 The customer is the legal entity identified at checkout or in the quotation (the "Customer").
1.4 Terms and conditions of the Customer do not apply, even if the Vendor invoices against a purchase order that refers to them, unless the Vendor has accepted them in writing.
1.5 These Terms may be amended for future orders. The version published at the time of the order applies to that order.
2. Who may order
2.1 The Vendor sells to businesses, public bodies, associations and professionals acting in a commercial or professional capacity. The offering is not directed at consumers.
2.2 By ordering, the Customer confirms that it is acting in a commercial or professional capacity and that the person placing the order is authorised to do so.
2.3 Where mandatory consumer protection law nevertheless applies to a particular order, clause 8 applies as stated there, and mandatory rights of the Customer remain unaffected.
3. Products, tiers and licence scope
3.1 The Vendor supplies an annual subscription licence for the officepress library, per company and per product, in the tiers offered on the website (referred to generically as Startup, Business and Enterprise).
3.2 The scope of each tier — permitted environments, formats included, support level and any service levels — is that stated on the pricing page and in the order confirmation at the time of the order.
3.3 Certain uses are excluded from all standard tiers, in particular operating a document-conversion service or API for third parties. See clause 6 of the EULA. Such uses require a separate written agreement; the Customer is invited to request a quotation.
3.4 The Vendor may change tiers, features and prices for future orders at any time. Changes do not affect a running subscription period.
3.5 Trial licence. Alongside the subscription tiers the Vendor offers a trial licence: a one-off, thirty-day, evaluation-only licence, sold at the price published for it and governed by clause 10.7 of these Terms and clause 9.7 of the EULA. It is not a tier, it is not a subscription and it may not be used in production.
3.6 Paid options. The library is supplied obfuscated by default (clause 3.8 of the EULA). A build with readable source is available as a separately priced option on the Startup, Business and Enterprise tiers, quoted on request; it is not included in any tier, is not part of the trial licence, and changes neither the scope of the licence nor any restriction in the EULA.
4. Prices and currencies
4.1 Prices are set in Swiss francs (CHF). They are also published in EUR and USD, converted from the CHF price at the exchange rate stated on the pricing page. The Customer selects the currency at checkout.
4.2 The price in the selected currency applies as published at the time of the order. The Vendor may update the EUR and USD prices when exchange rates change; an update does not affect a subscription period already paid. The Vendor does not compensate for exchange-rate differences.
4.3 The price displayed in the order summary immediately before confirmation is binding for that order.
4.4 Bank charges, currency-conversion fees and card fees charged to the Customer by its own bank or card issuer are borne by the Customer. Where payment is made by bank transfer, the Customer shall ensure the full invoiced amount is credited to the Vendor.
4.5 Promotional prices. Promotional prices, launch pricing and discount codes apply only as stated and only for the period stated. Unless the offer says otherwise, a promotional price applies to the first subscription period only; renewals are then invoiced at the then-current standard price, subject to clause 11.
4.6 Guaranteed prices. Where the offer published at the time of the order states expressly that the price is guaranteed, held or unchanged for a stated number of subscription periods or years (a "Guaranteed Price"), that statement prevails over clause 4.5 and over clause 11.1: the Vendor shall invoice the initial subscription period, and every renewal falling within the stated number, at the Guaranteed Price. Where the number is expressed in years, it is counted from the start of the initial subscription period and includes that period. The order confirmation records the Guaranteed Price and the last subscription period it covers. A Guaranteed Price attaches to the tier and the currency ordered; it does not carry over to a different tier, and it ends where the subscription lapses and is later reinstated (clause 10.6).
5. Taxes and VAT
5.1 Whether Swiss value added tax (VAT) applies depends on the Vendor's VAT status and on the Customer's place of business. Any Swiss VAT, and any applicable foreign VAT, is shown separately at checkout and on the invoice before the order is confirmed.
5.2 For business customers established in the European Union, the reverse-charge mechanism may apply, in which case the Customer accounts for VAT in its own country. This requires the Customer to supply a valid VAT identification number at checkout, which is verified. If no valid number is supplied, VAT may be charged at the applicable rate.
5.3 The Customer is responsible for the accuracy of the VAT number, the company name, the address and the country it supplies. If incorrect information leads to a tax being assessed against the Vendor, the Customer shall reimburse that tax and any associated interest and penalties.
5.4 Any withholding tax, import tax, digital services tax, duty or other levy imposed in the Customer's country is borne by the Customer. Amounts payable to the Vendor are net of such levies; where a deduction is required by law, the Customer shall gross up the payment so that the Vendor receives the invoiced amount.
5.5 A change to a VAT rate or to the Vendor's VAT status after the order takes effect for subsequent invoices.
6. Ordering and formation of the contract
6.1 The presentation of products on the website is an invitation to order, not a binding offer.
6.2 The Customer places an order by completing the checkout process and confirming the order, or by accepting a written quotation from the Vendor.
6.3 The contract is concluded when the Vendor confirms the order by e-mail, or, in the case of card payment, when the payment is captured and the order confirmation is issued — whichever occurs first.
6.4 The Vendor may refuse an order, in particular where the requested use is not licensable under clause 3.3, where sanctions or export rules would be breached, where the Customer's details cannot be verified, where a previous invoice is unpaid, or where a previous licence was terminated for breach. Any amount already received is refunded in that case.
6.5 The order confirmation, together with these Terms and the EULA, records the contract. The Customer can retrieve its orders, invoices and licences at any time in its account.
6.6 Obvious errors in prices or product descriptions do not bind the Vendor. Where such an error is discovered, the Vendor informs the Customer promptly and may cancel the order against a full refund.
7. Payment
7.1 Card payment. Card payment is processed by Stripe Payments Europe, Ltd. and affiliated Stripe entities, through Stripe Checkout. Stripe acts as the payment processor and receives the payment and billing data necessary for the transaction. The Vendor does not receive or store full card numbers.
7.2 Bank transfer. Where offered, the Customer may pay by bank transfer against an invoice. The bank details are stated on the invoice. Payment is due within fourteen (14) days of the invoice date unless the invoice or the quotation states another period.
7.3 The Customer shall quote the order reference with the payment. The Vendor allocates unidentifiable payments once they can be attributed.
7.4 Late payment. If an invoice is not paid when due, the Customer is in default without a reminder being necessary, and default interest of five per cent (5%) per annum applies in accordance with Article 104 of the Swiss Code of Obligations. The Vendor may charge the reasonable costs of reminders and collection.
7.5 Suspension. While an invoice is overdue, the Vendor may withhold delivery, suspend support, suspend downloads and decline to issue a new Licence File. Rights already acquired for a paid period are not affected (clause 9.3 of the EULA).
7.6 No set-off. The Customer may set off only claims that are undisputed or have been finally determined by a court.
7.7 Chargebacks. Where a payment is reversed or charged back other than under clause 8, the corresponding licence may be suspended or revoked until the matter is resolved.
8. Withdrawal, cancellation and the Vendor's refund policy
8.1 The statutory position, stated accurately. Swiss law provides no general statutory right of withdrawal or cooling-off period for purchases made online or by other distance means. The limited statutory right of revocation under Articles 40a ff. of the Swiss Code of Obligations concerns doorstep and comparable situations and does not apply to orders placed on this website. There is therefore no statutory right to cancel an order for the software once it has been placed.
8.2 Digital content delivered immediately. Delivery is electronic and takes place as soon as payment is confirmed (clause 9). By ordering, the Customer expressly requests immediate delivery. Where, exceptionally, consumer protection rules of another jurisdiction apply to an order and grant a right of withdrawal for digital content, that right generally lapses once delivery has begun with the customer's express consent and acknowledgement — the Customer gives that consent and acknowledgement by placing the order.
8.3 Goodwill refund policy. Independently of the legal position, the Vendor offers the following voluntary policy. Within fourteen (14) days of the first purchase of a licence, the Customer may request a full refund if:
- (a) the software has not been deployed to a production environment; and
- (b) the Customer explains, in a sentence or two, why the software did not fit its needs.
The explanation is asked for so the Vendor can improve the product. It is not assessed, and the refund is not refused because the Vendor disagrees with the reason.
8.4 Effect of a refund. Where a refund is granted, the licence is revoked as of the refund. The Customer shall immediately cease all use of the software, delete the personalised package and the Licence File from all systems and backups where practicable, and confirm this on request. The perpetual-use right in clause 9.3 of the EULA does not apply to a refunded licence. The refund is made to the original means of payment.
8.5 Limits of the policy. The goodwill policy applies to a Customer's first purchase of a given tier. It does not apply to renewals, to licences already refunded once, to orders where the software has been deployed to production, to bespoke or negotiated Enterprise agreements with their own terms, or where the licence has been terminated for breach of the EULA. Outside these cases the Vendor may still grant a refund at its discretion; doing so creates no entitlement for the future.
8.6 Evaluation before ordering. The Vendor recommends that the Customer evaluate the software before ordering, and offers two ways to do so. The live demo on the website is free: it converts the Customer's own documents with the real library, shows every page heavily watermarked, offers no PDF to download, and takes a report where a page comes out wrong. The trial licence (clause 10.7) is paid: it runs the library in the Customer's own systems for thirty days, for evaluation only. There is no free version of the library, no free tier and no free download; nothing is distributed free of charge.
8.7 No refund on the trial licence. The trial licence is excluded from the goodwill policy in clause 8.3 and is not refundable. It is sold as a short, low-priced, one-off evaluation, its price is set on that basis, it is delivered immediately under clause 9, and it does not renew. This exclusion does not affect the Customer's rights where the software is defective within the meaning of clause 13.2 of the EULA.
9. Delivery
9.1 Delivery is electronic and immediate. Upon confirmation of payment — for card payments normally within minutes, for bank transfers upon receipt of the funds — the Vendor makes available in the Customer's account:
- (a) the licence key (licence identifier);
- (b) the signed Licence File for the subscription period; and
- (c) an individually generated download of the library, personalised for the Customer.
9.2 A confirmation e-mail is sent to the address registered in the account. Delivery is deemed complete when the items in clause 9.1 are available in the Customer's account, whether or not the Customer downloads them.
9.3 Because each package is generated individually for the Customer, preparation of the download may take a short time after payment. The Customer is notified when it is ready.
9.4 The number of downloads may be limited to a reasonable number per subscription period, as stated in the account. The limit can be raised on request, free of charge, where the Customer has a legitimate need.
9.5 The Customer is responsible for maintaining a correct e-mail address, for the availability of its own systems, and for keeping its copy of the package and the Licence File secure (clause 8 of the EULA).
9.6 No physical medium is supplied and no shipping costs arise.
10. Subscription period, renewal and cancellation
10.1 Period. Unless the order confirmation states otherwise, the subscription period is twelve (12) months from delivery.
10.2 Renewal. Subscriptions paid by card renew automatically for successive twelve-month periods, and the card registered with the payment processor is charged at the start of each new period. Subscriptions paid by invoice renew only where the Customer accepts the renewal invoice.
10.3 Cancellation. The Customer may cancel the renewal at any time up to the last day before the renewal date, through its account or by e-mail to noreply@toupiesoft.ch. Cancellation takes effect at the end of the current period. No pro-rata refund is given for the current period.
10.4 Cancellation by the Vendor. The Vendor may decline to renew a subscription by giving notice at least thirty (30) days before the renewal date. The Vendor may terminate with immediate effect in the cases set out in clause 10.3 of the EULA.
10.5 Effect of non-renewal. When a subscription ends, support and the right to updates end, and no further Licence Files are issued. Versions released during a paid period remain usable indefinitely, on the terms and subject to the restrictions of clause 9 of the EULA. Versions released after the end of the paid period will not validate against the expired Licence File.
10.6 Reinstatement. A lapsed subscription may be reinstated later at the then-current price. Where the Customer renews within any grace period stated in the account, continuity of the licence period is maintained.
10.7 Trial licence. The trial licence is not a subscription and clauses 10.1 to 10.6 do not apply to it. It is a one-off purchase, charged once at the price published for it, valid for thirty (30) days from delivery, limited to one per Customer in any currency, and for evaluation only — production use is not permitted (clause 9.7 of the EULA). It does not renew: no card is charged again, no renewal invoice is issued, it does not convert into a subscription, and there is nothing to cancel and no notice period. At the end of the thirty days it ends and nothing survives it: the perpetual-use right in clause 10.5 does not apply, and the Customer either takes a subscription tier or stops using the software. It is not refundable (clause 8.7). Clauses 4.5, 4.6 and 11 do not apply to it: a one-off purchase has no renewal period for a promotional or Guaranteed Price to be held for, and a trial licence therefore never carries a Guaranteed Price, whatever launch pricing is running on the subscription tiers. A grace period is likewise not given: clause 10.6 has no application.
11. Price changes at renewal
11.1 The Vendor may change the price for a renewal period, except for a renewal covered by a Guaranteed Price under clause 4.6.
11.2 A price increase is notified to the Customer by e-mail at least thirty (30) days before the renewal date, stating the old and the new price.
11.3 The Customer may cancel the renewal until the day before the renewal date if it does not accept the new price (clause 10.3). Continuing the subscription after the notice period constitutes acceptance of the new price.
11.4 Price changes never apply retroactively to a period already paid.
12. Invoices and accounting
12.1 An invoice is issued for every order and is available in the Customer's account in electronic form. The Customer consents to electronic invoicing.
12.2 The invoice states the Vendor's identity and, where the Vendor is VAT-registered, its VAT number and the VAT treatment applied.
12.3 Objections to an invoice shall be raised in writing within thirty (30) days of its date, failing which the invoice is deemed accepted. This does not affect the Customer's mandatory rights.
12.4 The Vendor retains order, invoice and licence records for ten (10) years in accordance with Swiss accounting law. See the Privacy Policy at https://toupiesoft.ch/legal/privacy.
13. Use of the software
13.1 Use of the software is governed exclusively by the EULA, published at https://toupiesoft.ch/legal/eula, which the Customer accepts when ordering.
13.2 In particular, the EULA prohibits modification, the creation of derivative works, distribution or disclosure of the source, and the operation of conversion services or APIs for third parties.
13.3 Warranty and liability for the software are governed by clauses 13 and 14 of the EULA. In particular, conversion fidelity is approximate and the Customer must validate the output against its own documents.
13.4 In case of conflict between these Terms and the EULA regarding the use of the software, the EULA prevails; regarding ordering, payment and delivery, these Terms prevail.
14. Support
14.1 Support corresponding to the tier ordered is included for the subscription period. The scope is stated on the pricing page and in the order confirmation.
14.2 Support is provided in English and French, through the ticket system at https://toupiesoft.ch.
14.3 Documents attached to a support or bug-report ticket are handled as described in the Privacy Policy. Attaching a document is always voluntary.
15. Data protection
Personal data collected in connection with an order is processed as described in the Privacy Policy at https://toupiesoft.ch/legal/privacy. Payment data is processed by Stripe as an independent controller and processor for the payment transaction.
16. Force majeure
Neither party is liable for a delay or failure caused by an event beyond its reasonable control. Payment obligations are not excused. If such an event lasts more than sixty (60) days, either party may terminate the affected order, and the Vendor refunds the part of the fee attributable to services not yet provided.
17. Assignment and amendments
17.1 The Customer may not assign its rights under an order without the Vendor's written consent (clause 17.1 of the EULA).
17.2 The Vendor may transfer these contracts to a company established by ToupieSoft to continue the business, or to a successor acquiring the business, as set out in clause 17.2 of the EULA.
17.3 Amendments to an individual contract require written form; e-mail is sufficient.
18. Severability and no waiver
If a provision is invalid or unenforceable, the remaining provisions are unaffected and the invalid provision is replaced by a valid provision closest to its economic purpose. A failure to enforce a provision is not a waiver of it.
19. Governing law and jurisdiction
19.1 These Terms are governed by Swiss substantive law, to the exclusion of its conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention / CISG).
19.2 The exclusive place of jurisdiction is , Switzerland. Mandatory places of jurisdiction provided by law remain reserved.
19.3 Language. These Terms are concluded in English and are published in English only. A single authentic text is used deliberately, so that no divergence between language versions can arise. The summary published in French, German and Italian is provided for information, forms no part of the contract, and neither extends nor limits it; the English version prevails over any translation. The legal notice and the Privacy Policy are published in French, German and Italian as well, and information duties owed to the Customer in another language under mandatory law remain reserved.
20. Contact
ToupieSoft
Switzerland E-mail: noreply@toupiesoft.ch Web: https://toupiesoft.ch
Version 1.0 — effective 2026.