Language. This Agreement is concluded in English and is published in English only. A summary in French, German and Italian accompanies it for information: the summary is not part of the Agreement, and only the English text below has legal effect (clause 17.10).
This End User Licence Agreement (the "Agreement") governs the use of officepress (the "Software"), a software library supplied by ToupieSoft (the "Vendor"). Please read it before installing or using the Software.
In one minute
This summary is provided for convenience only. It is not a clause and does not limit or extend the numbered terms below, which prevail in case of any difference.
You may:
- Install and run the Software on your own infrastructure, for your own business, for the number of environments stated in your Order.
- Convert your own documents, and your own customers' documents, inside your own applications.
- Use the Software inside your own application, or a service you operate, so that your users receive the converted documents but never the Software itself.
- Evaluate, test and benchmark the Software internally, as much as you like.
- Keep using the versions you received during a paid subscription term, for as long as you like, even after your subscription ends. (Not the trial licence: that one ends after thirty days and nothing survives it — clause 9.7.)
You may not:
- Modify the Software, port it, re-implement it from the source, or use it as training data for a machine-learning model.
- Give, sell, publish, share, rent or otherwise hand the Software — or any readable part of it — to anyone else.
- Distribute the Software to your customers or anyone else, for example inside software they install, an appliance or an SDK. That needs a separate redistribution (OEM) agreement.
- Run a document-conversion service, API or SaaS for third parties with it. That is not what this licence buys. Talk to us and we will licence it separately.
- Remove the licence identifiers, defeat the licence check, or strip the "UNLICENSED COPY" stamp.
You should know:
- Every copy is individually fingerprinted and can be traced back to you, including through the metadata of the PDFs it produces.
- The package ships obfuscated. A readable-source build is a paid option on Startup, Business and Enterprise, and it carries exactly the same restrictions — clause 3.8.
- Conversion fidelity is approximate. Test the output against your own documents before you rely on it.
- The Software runs entirely on your machines. It sends us nothing.
1. Parties, formation and scope
1.1 Vendor. The Vendor is ToupieSoft, , Switzerland, represented by ToupieSoft, e-mail noreply@toupiesoft.ch, enterprise identification number where registered. Where the Vendor is not yet entered in the Swiss commercial register at the time an Order is placed, this Agreement is concluded with ToupieSoft personally, and clause 15.2 applies.
1.2 Licensee. The "Licensee" is the legal entity identified in the Order. Where an individual accepts this Agreement, that individual warrants that they are authorised to bind the entity named in the Order.
1.3 Acceptance. This Agreement is accepted, and becomes binding, on the earliest of: acceptance at checkout; downloading the Package; installing the Software; or using the Software. If the Licensee does not accept this Agreement, it must not install or use the Software and may request a refund under the Terms of Sale.
1.4 Business use only. The Software is offered to businesses, public bodies and professionals acting in a commercial or professional capacity. It is not offered to consumers.
1.5 Order. The "Order" is the order confirmation issued by the Vendor. It identifies the Licensee, the tier, the term, the fees, the permitted number of environments and any agreed variation to the scope of the licence.
1.6 Order of precedence. In case of conflict, the following order applies: (a) a licence agreement signed by both parties; (b) the Order; (c) this Agreement; (d) the Documentation. Terms printed on the Licensee's purchase order or supplier portal do not apply and are expressly rejected, even if the Vendor invoices against such a document.
2. Definitions
2.1 "Software" means the officepress library supplied by the Vendor, in the form delivered, including its source files, and any Update supplied under clause 9.
2.2 "Package" means the individually generated distribution supplied to the Licensee, including the Software, the Licence File and the Documentation.
2.3 "Licence File" means the file, signed by the Vendor, that identifies the licence and the period it covers.
2.4 "Fingerprint" means the set of licence-specific characteristics described in clause 7.1.
2.5 "Documentation" means the documentation supplied with the Package or published at https://toupiesoft.ch.
2.6 "Update" means a corrected, improved or extended version of the Software released by the Vendor under the same product name.
2.7 "Term" means the period stated in the Order, in accordance with clause 8.
2.8 "Licensee Application" means a software product or service developed by the Licensee, having substantial functionality of its own independent of document conversion.
2.9 "End User" means a customer or user of the Licensee Application.
2.10 "Third Party" means any person other than the Licensee and its employees, and other than contractors acting under clause 3.6.
2.11 "Internal Business Purposes" means use by the Licensee, for the Licensee's own business, including processing documents belonging to the Licensee or entrusted to the Licensee by its own customers.
3. Grant of licence
3.1 Grant. Subject to payment of the fees and to compliance with this Agreement, the Vendor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable and term-limited licence to use the Software, in the form in which it is delivered, for the Term.
3.2 Permitted purpose. The licence permits use for the Licensee's Internal Business Purposes, and, where the tier stated in the Order so permits, use of the Software's functionality inside a Licensee Application supplied to End Users, subject to clauses 5 and 6.
3.3 Scope of installation. The Licensee may install the Software on the number of servers, containers, environments or seats stated in the Order. Copies used solely for development, testing, staging, continuous integration and disaster recovery are permitted in reasonable numbers in addition, provided they are not used in production and are subject to the same obligations.
3.4 Licensed, not sold. The Software is licensed, not sold. The Licensee acquires no ownership of the Software or of any copy of it. All rights not expressly granted are reserved to the Vendor.
3.5 One legal entity. The licence is granted per company and per product. Affiliates, subsidiaries and parent companies of the Licensee are not covered unless the Order says so.
3.6 Contractors. The Licensee may allow its contractors and service providers to use the Software on the Licensee's behalf and for the Licensee's benefit, provided they are bound to obligations no less protective than this Agreement. The Licensee remains fully responsible for their acts and omissions as if they were its own.
3.7 Backups. The Licensee may make a reasonable number of copies of the Package for backup and archival purposes. Backup copies are subject to clause 7.
3.8 Form of delivery — obfuscated by default. The Package is delivered obfuscated. It remains plain JavaScript with no build step, no native modules and no runtime dependencies, and it runs in the Licensee's own process; it is not written to be read. A build whose source is readable is supplied only where the Order expressly says so, as a separately priced option on the Startup, Business and Enterprise tiers; it is not included in any tier, is not supplied on request without an Order for it, and is not available with a Trial Licence (clause 9.7). Nothing in this Agreement entitles the Licensee to readable source, to de-obfuscation, or to any particular form of the Software beyond the form delivered. Where a readable-source build is supplied it is the Software within the meaning of clause 2.1 and is licensed on identical terms: every restriction in this Agreement applies to it without exception, in particular clauses 4, 5, 7 and 8, and clause 8.4 (confidentiality and trade secret) applies to it in full.
4. Prohibition of derivative works
4.1 The Licensee shall not modify, adapt, translate, port, refactor, restructure, obfuscate, decompose, extend, or otherwise alter the Software, in whole or in part.
4.2 The Licensee shall not create any work derived from the Software, and shall not re-implement the Software, or any part of it, in any language or environment, on the basis of the source code, its structure, its algorithms or any knowledge gained from studying it.
4.3 The Licensee shall not use the Software, its source code or its outputs as training data, fine-tuning data, evaluation data or retrieval material for any machine-learning model, large language model or code-generation system, nor submit any part of the source code to any such system.
4.4 The Licensee shall not use the Software or knowledge derived from it to develop, or assist a Third Party in developing, a product that competes with the Software.
4.5 What is not a derivative work. For the avoidance of doubt, none of the following is a modification or a derivative work: calling the Software's public interface from the Licensee's own code; writing wrappers, adapters or plugins in the Licensee's own code that call that interface; configuring the Software through its documented options; or using the Software as a dependency in the Licensee's build. The Licensee owns its own code.
4.6 Defects. If the Licensee identifies a defect, it shall report it to the Vendor rather than patch the Software. Where a defect is business-critical, the Vendor may authorise a temporary local fix in writing (e-mail sufficient); such authorisation is limited to the fix described and does not permit any other change.
5. Prohibition of distribution and disclosure
5.1 No distribution. The Licensee shall not distribute, publish, disclose, sublicense, assign, rent, lease, lend, sell, resell, transfer, share, host for Third Parties, or otherwise make available the Software or any part of it to any Third Party, in source form or in any human-readable or extractable form, whether for a fee or free of charge.
5.2 No public exposure. Without limiting clause 5.1, the Licensee shall not place the Software, or any part of it, in a public or shared code repository, a public package registry, a public artefact store, a file-sharing service, a container image published to a public registry, a client-side bundle delivered to browsers, a mobile application binary from which it can be extracted, or any other location from which a Third Party may obtain it.
5.3 Use within a Licensee Application; no redistribution. The Licensee may use the Software within a Licensee Application only where the Software runs on systems operated by or for the Licensee, on premises or hosted, so that only the results of conversion, and never the Software itself, reach End Users. Delivering the Software in any form to End Users or other Third Parties — including within software installed in their own environment, an appliance, a container or virtual-machine image, or a software development kit — is redistribution. Redistribution is not licensed under any tier and requires a separate written agreement (clause 6.2).
5.4 Reasonable protection. The Licensee shall apply access controls, repository permissions and build-pipeline configuration such that the Package is accessible only to persons who need it for a permitted purpose.
5.5 No fronting. The Licensee shall not exercise the licence for the benefit of, or on the instruction of, a Third Party in order to provide that Third Party with a benefit that this Agreement does not grant it.
6. Prohibited use cases
6.1 The following uses are not licensed under any tier and are expressly reserved to the Vendor:
- (a) operating, offering or making available a document-conversion service, conversion API, conversion endpoint, conversion SaaS, batch-conversion facility or comparable offering to Third Parties, where conversion is the service being provided;
- (b) any use in which the Licensee charges, directly or indirectly, per conversion, per document, per page, per megabyte or per converting seat, or in which conversion volume is the substantive basis of the charge;
- (c) providing the Software's functionality to Third Parties on a bureau, outsourcing or service-provider basis, including converting Third Parties' documents as a standalone service;
- (d) making the Software's functionality available through a public API, an open endpoint, a shared API, a marketplace integration, a chatbot tool or an automation connector accessible to persons who are not End Users of a Licensee Application;
- (e) making the Software's functionality available free of charge to the general public.
6.2 Reserved rights. The rights described in clause 6.1 are reserved entirely to the Vendor. They may be granted only under a separate written agreement (for example an OEM, service-provider or redistribution licence). The Vendor is generally willing to conclude such an agreement; the Licensee is invited to ask.
6.3 A plain example. The distinction is about what the Licensee sells, not about who owns the documents.
- Allowed. The Licensee operates a document management system. Its customers store their documents there, and the system shows a PDF preview of each document. Conversion is one feature among many in a larger product, and the customer pays for the document management system, not for conversions. This is permitted, subject to the tier in the Order.
- Allowed. The Licensee operates an e-commerce back office that generates PDF versions of supplier price lists received as spreadsheets, for its own internal processing.
- Not allowed. The Licensee operates a website that says "drop your file here and get a PDF". Conversion is the product.
- Not allowed. The Licensee sells an API where customers post a .docx and receive a PDF, priced per call or per document, whether or not other endpoints exist.
- Not allowed. The Licensee adds a "convert document" tool to a public assistant or automation platform, available to users who are not its own End Users.
6.4 Borderline cases. If the Licensee is unsure whether an intended use falls within clause 6.1, it shall ask the Vendor in writing before starting. The Vendor will answer within a reasonable time. Only a written confirmation from the Vendor (e-mail sufficient) may be relied upon.
7. Further restrictions
7.1 Reverse engineering. The Licensee shall not decompile, disassemble or reverse engineer the Software, except and only to the extent that such acts cannot be prohibited under mandatory Swiss law, in particular Article 21 of the Swiss Federal Act on Copyright and Related Rights (interoperability). Before relying on that provision, the Licensee shall ask the Vendor in writing for the interface information it needs; the Vendor will supply it on reasonable terms, which removes the statutory ground.
7.2 Notices. The Licensee shall not remove, obscure or alter any copyright notice, licence notice, header comment, product name, version marker or identifier contained in the Software or in the Package.
7.3 Licence mechanisms. The Licensee shall not disable, bypass, defeat, tamper with, spoof or otherwise interfere with the licence check, the Licence File, its signature, the Fingerprint, any watermarking, or the "UNLICENSED COPY" stamp. The Licensee shall not alter the identifiers written by the Software into the documents it produces for the purpose of defeating traceability. Ordinary post-processing of the Licensee's own PDF output for legitimate business reasons is not a breach of this clause.
7.4 Benchmarking. The Licensee may test, benchmark and evaluate the Software internally without restriction, including comparison against other products, for its own decision-making. The Licensee shall not publish or otherwise make available to Third Parties any benchmark results, performance figures or comparative evaluations of the Software without the Vendor's prior written consent, which shall not be unreasonably withheld. Where consent is requested, the Vendor may require that the version tested, the test corpus and the methodology be described, and may ask that its comments be published alongside the results. This clause does not restrict factual statements that the Licensee uses the Software, nor disclosure required by law or to a regulator.
7.5 Compliance. The Licensee shall not use the Software in breach of applicable law, or to process content it is not entitled to process.
8. Traceability, confidentiality and audit
8.1 Individually identifiable copies. The Licensee acknowledges that the Package supplied to it is generated individually and is identifiable as the Licensee's copy. Identification is achieved by a combination of: semantics-preserving, licence-specific variations distributed throughout the source code; identifiers in the source file headers; the licence identifier in the build constants; the Licence File; and the /Producer string and /ID marker written into every PDF the Software produces. These characteristics survive reformatting, minification and renaming.
8.2 No telemetry. For clarity, the Fingerprint is a static property of the delivered code. The Software contains no telemetry, does not contact the Vendor, does not require a network connection to validate a licence, and does not meter or report conversions. The Vendor learns nothing about the Licensee's use of the Software unless a copy or an output produced by it is found outside the Licensee's control.
8.3 Preservation of identifiers. The Licensee shall not remove, alter or attempt to strip the characteristics described in clause 8.1, nor commission a Third Party to do so.
8.4 Confidentiality. The Software's source code is confidential information and a trade secret of the Vendor. The Licensee shall: keep the Package confidential; protect it with at least the degree of care it applies to its own confidential source code, and in no case less than reasonable care; limit access to persons who need it for a permitted purpose and who are bound by confidentiality obligations; and not disclose it to any Third Party. These obligations continue for as long as the information remains confidential, and survive termination.
8.5 Exceptions. Clause 8.4 does not apply to information that is or becomes public without breach of this Agreement, that the Licensee lawfully held before delivery without a duty of confidence, or that the Licensee is required to disclose by law or a court order — in which case the Licensee shall, where lawful, notify the Vendor in advance so the Vendor may seek protective measures.
8.6 Notification of leaks. The Licensee shall notify the Vendor without undue delay, and in any event within five (5) business days of becoming aware, of any loss, leak, theft, unauthorised access to, or unauthorised disclosure of the Package or any part of it. The Licensee shall cooperate reasonably, at its own cost, in establishing the extent of the incident and limiting its effects.
8.7 Audit. The Vendor may verify the Licensee's compliance with this Agreement, no more than once in any twelve-month period, on at least thirty (30) days' prior written notice, during normal business hours, in a manner that causes the least practicable disruption. The audit is limited to what is necessary to verify compliance — in particular the number and location of installations, the manner of embedding and the handling of the Package. The Vendor may appoint an independent auditor bound by confidentiality; the Licensee may require that the auditor accept its reasonable site, security and confidentiality rules. The Vendor bears the cost of the audit, unless the audit reveals a material breach or an underpayment of more than five per cent (5%), in which case the Licensee bears the reasonable cost of the audit in addition to the fees due.
8.8 Self-certification. Instead of an audit, the Vendor may request a written statement, signed by an authorised officer of the Licensee, confirming compliance and stating the number and nature of installations. The Licensee shall provide it within thirty (30) days.
8.9 Copies found in the wild. If a copy of the Software, or an output produced by a copy of the Software, that is traceable to the Licensee is found in the possession of a Third Party, or in a public location, or is used for a purpose prohibited by clause 6, this constitutes a material breach of this Agreement by the Licensee, unless the Licensee demonstrates that it took reasonable care in accordance with clauses 5.4 and 8.4 and that the copy escaped its control despite that care. The Licensee is not liable under this clause for a disclosure caused by the Vendor.
8.10 Remedies. The Licensee acknowledges that a breach of clauses 4, 5, 6, 7.3 or 8 may cause the Vendor harm that damages alone cannot repair, and that the Vendor is entitled to seek injunctive and other interim relief in addition to damages and termination.
9. Term, renewal and what the Licensee keeps
9.1 Term. The Term is twelve (12) months from delivery unless the Order states otherwise.
9.2 Renewal. Renewal, cancellation and fees are governed by the Terms of Sale published at https://toupiesoft.ch. Where the Order records a price guaranteed for a stated number of subscription periods, the Vendor issues each renewal falling within that number at that price. Where the subscription renews, the Vendor issues a new Licence File covering the new period.
9.3 What the Licensee keeps — perpetual use of versions received. Versions of the Software released during a paid Term may be used by the Licensee perpetually, including after the Term ends, subject to clause 9.6. This reflects how the Software works: the Licence File states a validity date, and the licence check compares that date against the release date of the build, not against the current date. A build released on or before the end of a paid Term therefore continues to validate indefinitely. There is no expiry clock on use, no online check and no remote deactivation.
9.4 What stops at the end of the Term. When the Term ends without renewal: support ends; the right to receive Updates ends; access to the download area may be closed; and the Vendor issues no further Licence Files. Any version released after the end of the paid Term will not validate against the expired Licence File, and a build so used will stamp every page of its output "UNLICENSED COPY". The Licensee must not attempt to work around that behaviour (clause 7.3).
9.5 Honest statement of effect. The practical consequence is that the Licensee keeps working software for what it has paid for, and needs a renewal to move to newer versions. The Licensee should plan on that basis: an unrenewed installation will continue to run, but it will not receive security fixes or format-compatibility improvements.
9.6 Continuing obligations. The perpetual right in clause 9.3 is a continuation of the licence granted in clause 3, and remains subject to every restriction in this Agreement, in particular clauses 4 to 8. It ends if this Agreement is terminated for breach under clause 10.2 or 10.3.
9.7 Trial Licence. A "Trial Licence" is the term-limited evaluation licence offered at the price published for it and identified as such in the Order. Where the Order is for a Trial Licence, this clause prevails over clauses 9.1 to 9.6:
- (a) Term. The Term is thirty (30) days from delivery. No other Term applies and none is implied.
- (b) Evaluation only, no production use. The licence permits use solely to evaluate the Software inside the Licensee's own systems. Production use is not permitted. Clause 3.2 does not apply: no Licensee Application containing the Software may be supplied to End Users under a Trial Licence, whatever the tier names suggest.
- (c) Evaluation output. Output produced under a Trial Licence is evaluation output. It may not be relied upon in the conduct of business, published, or delivered to a Third Party, whether or not it carries the marking the Software applies to evaluation output; and where such marking is present the Licensee shall not remove, obscure or alter it (clause 7.3).
- (d) No renewal. A Trial Licence does not renew, is not charged again, does not convert into a subscription, and is issued once per Licensee. Clause 9.2 does not apply to it.
- (e) Nothing survives the Term. The perpetual right in clause 9.3 does not apply to a Trial Licence. At the end of the thirty days the licence ends; unless the Licensee has by then taken a subscription licence, it shall cease all use of the Software and delete the Package and the Licence File as set out in clause 10.4.
- (f) No refund. The fee for a Trial Licence is not refundable, and the goodwill refund policy in the Terms of Sale does not apply to it.
- (g) No warranty, no support. Clause 13.6 applies: a Trial Licence is supplied strictly as is, without warranty and without support. The limited warranty in clause 13.1 does not apply to it.
- (h) Obfuscation. The readable-source option in clause 3.8 is not available with a Trial Licence.
10. Termination
10.1 Termination for convenience by the Licensee. The Licensee may stop using the Software at any time. Fees already paid are not refundable except as provided in the Terms of Sale.
10.2 Termination for material breach. Either party may terminate this Agreement with immediate effect by written notice if the other party materially breaches it and fails to cure the breach within fifteen (15) days of receiving written notice describing it.
10.3 Immediate termination. The Vendor may terminate this Agreement with immediate effect, without a cure period, if the Licensee: breaches clause 6 (prohibited use cases); distributes or discloses the Software in breach of clause 5; tampers with the licence mechanisms in breach of clause 7.3; commits a breach falling under clause 8.9; or becomes insolvent, enters composition proceedings or ceases business.
10.4 Effect of termination. On termination, all licences granted under this Agreement end immediately, including the perpetual right in clause 9.3. The Licensee shall promptly cease all use of the Software, remove it from all systems, and delete or destroy all copies including backups, save for copies retained in immutable backup media, which remain subject to clause 8.4 until deleted in the ordinary backup cycle. The Licensee shall confirm compliance in writing within thirty (30) days of the Vendor's request.
10.5 No refund on termination for breach. Termination under clause 10.2 by the Vendor or under clause 10.3 does not give rise to any refund and does not affect the Vendor's claims for damages.
10.6 Survival. Clauses 1.6, 3.4, 4, 5, 6, 7.2, 7.3, 7.4, 8, 10.4, 11.3, 12, 13, 15, 16 and 17 survive termination or expiry.
11. Support, updates and versions
11.1 Support during the Term. During the Term, the Vendor provides support at the level of the tier stated in the Order. Tiers are referred to generically as Startup, Business and Enterprise; the actual scope, response targets, channels and any service levels are those defined in the Order and in the tier description in force at the date of the Order.
11.2 Updates. During the Term, the Licensee is entitled to Updates released by the Vendor for the licensed product, at no additional charge, subject to the download limits stated in the Order or on the site.
11.3 No obligation to maintain old versions. The Vendor is not obliged to maintain, support or supply fixes for versions other than the current one. The Vendor may change, deprecate or remove functionality in future versions; the Licensee's already-delivered versions are unaffected.
11.4 Exclusions. Support does not include: custom development; modification of the Software; work caused by use contrary to the Documentation; problems caused by the Licensee's environment, by third-party software, or by modified copies; or support for versions no longer current.
11.5 Support channel. Support is provided through the ticket system at https://toupiesoft.ch and, where the Order says so, by e-mail to noreply@toupiesoft.ch.
11.6 Documents in support requests. The Licensee may, but is never obliged to, attach a document to a support or bug-report ticket. Attaching a document is voluntary and is governed by clause 14.3.
12. Intellectual property
12.1 Ownership. The Software, the Documentation, the Fingerprint scheme, and all copyright, trade secrets, trade marks and other intellectual property rights in them belong to the Vendor or its licensors.
12.2 Marks. "ToupieSoft" and "officepress" are marks of the Vendor. This Agreement grants no right to use them, except that the Licensee may refer to the Software by name factually and accurately.
12.3 The Licensee's content. The Vendor claims no right in the documents the Licensee converts, in the PDF files the Software produces, or in the Licensee's own code. Those belong to the Licensee or its customers. The identifiers written into produced PDFs under clause 8.1 identify the licence, not the document, its content or its author.
12.4 Feedback. If the Licensee sends the Vendor suggestions, feature requests or comments on the Software, the Vendor may use them freely, without restriction and without payment. The Licensee is not obliged to send feedback, and the Vendor acquires no right in the Licensee's confidential information by receiving it.
12.5 Third-party material. The Software has no runtime dependency on third-party packages. Where the Package contains third-party material (for example font metrics or character-mapping data), the notices supplied in the Package apply to that material and prevail over this Agreement in respect of it.
13. Warranty
13.1 Limited warranty. The Vendor warrants that, for thirty (30) days from delivery, the Software will perform substantially in accordance with the Documentation, when installed and used as documented in an environment that meets the stated requirements.
13.2 Sole remedy. If the Software does not meet the warranty in clause 13.1, and the Licensee notifies the Vendor in writing within the warranty period with sufficient detail to reproduce the problem, the Vendor shall, at its option, correct the defect within a reasonable time, supply a version that conforms, or terminate the licence and refund the fee paid for it. This is the Licensee's sole and exclusive remedy under the warranty.
13.3 Conversion fidelity is approximate. The Licensee acknowledges that the conversion of Office, OpenDocument, Visio and RTF documents to PDF is an approximate reproduction, not an exact one. Source formats depend on fonts installed on the originating system, on layout behaviour of the originating application, and on undocumented or ambiguous behaviour. Output may differ from what the originating application would print, in pagination, line breaking, font substitution, colour, spacing, or the rendering of unusual or complex features. The Licensee is responsible for validating the output against its own documents, in its own environment, before relying on it. The live demo, the Trial Licence (clause 9.7) and the warranty period exist for that purpose. Differences of this nature are not defects within the meaning of clause 13.1 unless the Documentation states a specific behaviour that is not delivered.
13.4 As is. Except as stated in clause 13.1, and to the fullest extent permitted by Swiss law, the Software is supplied "as is". The Vendor excludes all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that operation will be uninterrupted or error-free, or that all defects can be corrected.
13.5 No warranty for critical or regulated use. The Software is not designed, tested or warranted for use in circumstances where failure or inaccuracy could lead to death, personal injury, environmental damage, or comparable harm, nor for use as the sole basis of a legally binding rendering — including but not limited to medical, aviation, nuclear, safety-critical, evidentiary, notarial, long-term archival of record, or regulated financial reporting contexts. If the Licensee uses the Software in such a context, it does so at its own risk and shall implement independent verification of the output.
13.6 Evaluation and unlicensed use. Software used without a valid Licence File, or under an evaluation or trial arrangement, is supplied strictly as is, without any warranty and without support.
14. Liability
14.1 Cap. To the fullest extent permitted by law, the Vendor's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited to the total fees actually paid by the Licensee to the Vendor for the Software in the twelve (12) months preceding the event giving rise to the liability. This is an aggregate cap over all claims, not a cap per claim.
14.2 Excluded losses. To the fullest extent permitted by law, the Vendor is not liable for indirect, incidental or consequential loss, nor for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill or reputation, loss of or damage to data, business interruption, cost of substitute software or services, or claims made against the Licensee by Third Parties.
14.3 Mandatory carve-outs. Nothing in this Agreement excludes or limits liability for damage caused intentionally or by gross negligence, for death or personal injury, under the Swiss Product Liability Act, or in any other case where liability cannot lawfully be excluded or limited. Clauses 14.1 and 14.2 apply to the extent permitted by Article 100 of the Swiss Code of Obligations and other mandatory law.
14.4 Allocation of risk. The Licensee acknowledges that the fees reflect this allocation of risk, and that the Vendor would not supply the Software on these terms without it.
14.5 The Licensee's own precautions. The Licensee shall maintain backups of its documents, shall test the Software before production use, and shall not rely on conversion output without the validation described in clause 13.3. The Vendor is not liable for loss that adequate precautions of this kind would have avoided.
14.6 Notification of defects. The Licensee shall notify the Vendor of any defect without delay after discovering it, and in any event within the warranty period where clause 13.1 is invoked.
15. Data protection
15.1 Local processing. The Software processes documents entirely on the Licensee's own infrastructure. It performs no conversion on the Vendor's systems, transmits no document or document content to the Vendor, and contains no telemetry or usage reporting.
15.2 No processor relationship for conversion. Because the Vendor receives no document data through the Software, the Vendor is not a processor of the Licensee's document data in respect of the Software's operation. The Licensee remains the controller of the documents it processes and is responsible for the lawfulness of that processing.
15.3 Voluntary submissions. The Vendor receives customer documents only where the Licensee voluntarily sends them — for example as an attachment to a bug report, or through the demo on the website. Before sending such a document, the Licensee shall satisfy itself that it is entitled to do so, and should redact or replace personal, confidential or regulated data where a reduced sample would suffice. Such submissions are handled in accordance with the Privacy Policy published at https://toupiesoft.ch.
15.4 Data processing agreement. Where the Vendor does process personal data on the Licensee's behalf in connection with support, the parties shall conclude a data processing agreement on the Licensee's request. The Vendor makes a standard form available at noreply@toupiesoft.ch.
16. Export control and sanctions
16.1 Compliance. Each party shall comply with applicable export control, import and economic sanctions laws, including those of Switzerland and, where applicable, of the European Union and the United States.
16.2 Restrictions. The Licensee shall not export, re-export, supply or otherwise make the Software available, directly or indirectly, to any country, territory, entity or person subject to applicable embargoes or restrictive measures, including persons on Swiss SECO, EU or US restricted-party lists, nor for any prohibited end use.
16.3 Representation. The Licensee represents that it is not itself a restricted party, is not controlled by one, and is not acquiring the Software on behalf of one.
16.4 Suspension. The Vendor may suspend performance or terminate this Agreement with immediate effect where performance would breach clause 16, without liability.
17. General provisions
17.1 Assignment by the Licensee. The Licensee may not assign or transfer this Agreement or any licence granted under it, in whole or in part, including by merger, demerger, sale of assets or change of control, without the Vendor's prior written consent, which shall not be unreasonably withheld. The Vendor may make consent conditional on the transferee accepting this Agreement and on the transfer being limited to the scope originally licensed.
17.2 Assignment by the Vendor. The Vendor may transfer this Agreement, and all rights and obligations under it, to a company established by ToupieSoft to continue the business of the Vendor, or to a successor acquiring the business or the Software. The Licensee consents to such a transfer in advance. The Vendor shall notify the Licensee of the transfer; the Licensee's rights are not affected by it.
17.3 Entire agreement. This Agreement, together with the Order and the Documentation, constitutes the entire agreement between the parties on its subject matter, and replaces all prior proposals, statements, offers and marketing material.
17.4 Amendments. Amendments require written form; e-mail is sufficient. The Vendor may amend this Agreement for future terms; the amended version applies from the next renewal and is notified to the Licensee at least thirty (30) days before that renewal. Amendments do not apply retroactively to a running Term, nor to the perpetual right in clause 9.3 for versions already delivered.
17.5 Severability. If a provision is or becomes invalid or unenforceable, the remainder is unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.
17.6 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver in a particular case does not extend to any other case.
17.7 Notices. Notices under this Agreement shall be given in writing, by e-mail to noreply@toupiesoft.ch for the Vendor, and to the e-mail address registered in the Licensee's account for the Licensee, or by registered post to the addresses of the parties. A notice sent by e-mail is deemed received on the next business day. The Licensee shall keep its account details current.
17.8 Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural events, war, civil unrest, epidemics, official measures, failures of telecommunications or power, or large-scale failures of infrastructure providers. Payment obligations are not excused.
17.9 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
17.10 Language. This Agreement is concluded in English and is published in English only. A single authentic text is used deliberately, so that no divergence between language versions can arise. Summaries, explanations and correspondence in another language are provided for information, form no part of this Agreement, and neither extend nor limit it; should a translation of this Agreement nevertheless be produced, the English version prevails. Information the Vendor must give the Licensee in a particular language under mandatory law is unaffected by this clause and is published in that language.
17.11 References. The Vendor may name the Licensee as a customer, and use the Licensee's name and logo for that purpose, only with the Licensee's prior written consent, which may be withdrawn for the future at any time.
18. Governing law and jurisdiction
18.1 Governing law. This Agreement is governed by Swiss substantive law, to the exclusion of its conflict-of-law rules and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention / CISG).
18.2 Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is , Switzerland.
18.3 Enforcement elsewhere. Notwithstanding clause 18.2, the Vendor may bring proceedings against the Licensee before any court having jurisdiction at the Licensee's seat or where an infringement occurs, in particular for interim relief, injunctions and the enforcement of intellectual property rights.
18.4 Mandatory rules. Mandatory places of jurisdiction provided by law remain reserved.
19. Contact
Questions on this Agreement, requests for a separate service-provider or OEM licence, notifications under clause 8.6 and requests under clause 15.4 should be addressed to:
ToupieSoft
Switzerland E-mail: noreply@toupiesoft.ch Web: https://toupiesoft.ch
Version 1.0 — effective 2026.