1. Parties and scope
This Extension Subscription Agreement (the “Agreement”) is entered into between Vincent Verdet, sole proprietor (Einzelfirma), Zürich, Switzerland (the “Provider”), and the customer identified in the applicable order, storefront checkout, or statement of work (the “Customer”).
This Agreement governs the licensing and support of software extensions to the Turbo EA platform (each an “Extension”), whether obtained through the public storefront or developed on a bespoke basis. It does not govern the Turbo EA core platform, which is licensed separately under FSL-1.1-MIT.
2. Definitions
“Core” means the Turbo EA platform licensed under FSL-1.1-MIT, excluding any Extension.
“Extension” means software, configuration, reports, metamodel additions, templates or related materials supplied by the Provider that install into or operate alongside the Core.
“Public Extension” means a generic Extension offered to multiple customers via the storefront.
“Bespoke Extension” means an Extension developed to the Customer's specific requirements under a statement of work.
“Free Extension” means an Extension the Provider offers at no charge, which installs and runs without any paid licence and is identified as free in the storefront and in its signed bundle.
“Subscription Term” means the period for which the Customer holds a valid, paid licence to an Extension.
“Supported Core Versions” means the current release of the Core and the one immediately preceding release.
“Incident” means the Extension failing to perform as it did when delivered: a defect, error, degraded output, or a failure caused by upgrading to a Supported Core Version.
“Functional Change” means any new or altered behaviour of the Extension, including new fields, new report content, changed logic, or added regulatory or framework coverage.
3. Licence grant
Subject to payment of the applicable fees and to the terms of this Agreement, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to install and use the relevant Extension on one production Turbo EA instance of the Customer and, at no additional charge, on a reasonable number of the Customer's own non-production (test or development) Turbo EA instances, for the Customer's internal business purposes, during the Subscription Term.
The Customer shall not resell, redistribute, host for third parties, sublicense, rent, or offer the Extension as a service to any third party. The Customer shall not reverse engineer, decompile, or create derivative works of the Extension except to the extent such restriction is prohibited by mandatory law.
All intellectual property rights in and to the Extension remain with the Provider. For a Bespoke Extension, unless a statement of work expressly states otherwise, the Provider retains ownership of the Extension and its underlying methods, and the Customer receives a licence to use it under this Agreement rather than an assignment of rights. Customer data processed by the Extension remains the Customer's property.
4. Fees
Public Extensions are licensed on a subscription basis at the price displayed in the storefront at the time of purchase.
Bespoke Extensions are subject to a one-time development fee, set out in the applicable statement of work, plus a recurring subscription licence fee. The development fee is payable on the terms stated in the statement of work. The subscription licence fee is payable in advance for each Subscription Term.
All fees are stated in Swiss francs (CHF) and are exclusive of Swiss VAT and any other applicable taxes, which the Customer shall pay in addition where due. Fees are non-refundable except where required by mandatory law.
5. What the subscription licence includes
For the duration of a valid Subscription Term, the licence fee entitles the Customer to:
- the right to use the Extension (clause 3);
- compatibility maintenance: the Provider will keep the Extension operable with Supported Core Versions, so that a change to the Core does not silently break the Extension; and
- incident support: the Provider will address Incidents in the Extension as set out in clause 6.
The licence fee does not include Functional Changes, new features, or work on Core releases that are no longer Supported Core Versions. Such work is quoted and charged separately.
6. Incident support
The Provider is a single independent professional. Incident support is provided on a best-effort basis. The Provider will acknowledge a properly reported Incident within a reasonable time, targeting five (5) Swiss business days, and will work in good faith to resolve it.
The Provider commits to acknowledgement and triage timing only. No fixed resolution deadline is guaranteed. Incident support applies solely where the Customer runs the Extension on a Supported Core Version. Incidents arising on unsupported Core versions, or from Customer modifications, third-party extensions, or environment issues outside the Extension, fall outside incident support and may be quoted separately.
Incident support does not include end-user training, functional enhancements, or general consulting, which the Provider may offer as separate paid options.
7. Free extensions
Some Extensions are offered at no charge (each a “Free Extension”). A Free Extension is licensed under clause 3 for no fee, for as long as the Provider chooses to make it available. Clauses 4, 5 and 6 (fees, subscription inclusions, and incident support) do not apply to a Free Extension.
A Free Extension comes with no support of any kind. The Provider gives no compatibility maintenance, no incident support, and no acknowledgement, response, or resolution commitment for a Free Extension, and may change, suspend, or withdraw it at any time without notice or liability. A Free Extension is provided strictly “as is” and “as available” under the warranty disclaimer and liability limits of clause 9.
Questions, defects, and requests concerning a Free Extension should be raised as an issue in the public Turbo EA GitHub repository at github.com/vincentmakes/turbo-ea/issues. The Provider may respond on a best-effort, community basis but is under no obligation to do so, and any such response does not create a support entitlement.
8. Term, renewal and termination
Each subscription runs for the Subscription Term stated at purchase or in the statement of work, and renews for successive equal terms unless either party gives notice of non-renewal before the end of the current term. Either party may terminate for material breach not remedied within 30 days of written notice.
On expiry or termination of a subscription, the licence to use the relevant Extension ends and the Customer shall cease using and remove that Extension. Termination does not affect the Customer's rights in the separately licensed Core. Fees already paid are non-refundable. Clauses concerning intellectual property, confidentiality, liability, and governing law survive termination.
9. Warranties and limitation of liability
The Provider warrants that it has the right to license the Extension and will perform the services with reasonable skill and care. Each Extension is provided “as is” and “as available”. The Provider gives no warranty that an Extension will meet the Customer's requirements, achieve any particular business, governance or regulatory outcome, or operate uninterrupted or error-free, and disclaims all implied warranties, including merchantability and fitness for a particular purpose, to the fullest extent permitted by law. Any statement of work describes the work to be performed and does not warrant a result.
To the maximum extent permitted by Swiss law, the Provider is not liable for indirect or consequential loss, loss of profit, loss of data, or business interruption. The Provider's total aggregate liability under this Agreement is limited to the fees paid by the Customer for the affected Extension in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to, and nothing in this Agreement excludes or limits, liability for unlawful intent or gross negligence (Art. 100 of the Swiss Code of Obligations), for death or personal injury, or any other liability that cannot be limited under mandatory Swiss law.
10. Confidentiality and data protection
Each party shall keep confidential the non-public information of the other disclosed under this Agreement and use it only for the purposes of this Agreement. Where the Provider processes personal data on the Customer's behalf, it does so in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the GDPR, under a separate data processing agreement if required.
11. Governing law and jurisdiction
This Agreement is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for any dispute is the competent courts at the Provider's registered seat in the Canton of Zurich, Switzerland, subject to any mandatory jurisdiction that cannot be excluded.
12. Miscellaneous
This Agreement, together with the applicable order or statement of work, is the entire agreement between the parties on its subject matter and supersedes prior understandings. If any provision is held invalid, the remainder stays in force and the invalid provision is replaced by a valid one reflecting the parties' intent as closely as possible. Amendments must be in writing. The Customer may not assign this Agreement without the Provider's consent; the Provider may assign it in connection with a transfer of the Turbo EA business.
By subscribing to an Extension through the storefront, the Customer accepts this Agreement at the version shown above. Acceptance is collected at checkout and recorded with the purchase. This page is the canonical hosted version of the Agreement.