Terms of Service

This document is provided as a template for demonstration purposes and does not constitute legal advice.

Last updated: 2026-07-26

These Terms of Service ("Terms") govern your access to and use of the merlon platform and related services (the "Service") provided by the applicable Wahlen Software contracting entity described in Section 14 ("Wahlen Software", "we", "us"). By accessing or using the Service, you agree to these Terms.

1. Acceptance

By creating an account, signing an order form, or otherwise accessing the Service, you accept these Terms on behalf of yourself and the organisation you represent, and you warrant that you have authority to bind that organisation. If you do not agree, you must not use the Service.

2. Definitions

• "Customer" means the organisation that subscribes to the Service.
• "Customer Content" means documents, files, and data that you or your users upload to the Service.
• "Order Form" means an ordering document referencing these Terms.
• "Users" means individuals you authorise to use the Service under your account.
• "Documentation" means the official technical and product documentation we make available.

3. The service

merlon provides a B2B platform for digital documents, on-demand secure cloud vaults, workflows, and audit trails, with US and Swiss data residency options. We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, solely for your internal business purposes and in accordance with these Terms and the Documentation.

4. Accounts

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account. You must enable appropriate security controls (such as MFA and SSO where available), promptly notify us of any unauthorised use, and ensure your Users comply with these Terms.

5. Acceptable use

You agree not to, and not to permit any User to:

• use the Service in violation of any applicable law or third-party right;
• upload malware or content that is unlawful, infringing, or harmful;
• attempt to gain unauthorised access to the Service or its underlying systems;
• reverse engineer, resell, or provide the Service to third parties except as expressly permitted;
• interfere with the integrity or performance of the Service.

6. Subscription & billing

Fees are set out in the applicable Order Form or plan and are billed in USD, CHF, or EUR depending on your region. Unless stated otherwise, subscriptions renew automatically for successive terms. Fees are non-refundable except as required by law or expressly stated. Late payments may result in suspension after reasonable notice. You are responsible for applicable taxes other than taxes on our net income.

7. Service levels

We target 99.9% monthly uptime for the Service. Service level commitments, measurement, maintenance windows, and service credits are described in our Service Level Agreement (SLA), which is incorporated into these Terms by reference.

8. Intellectual property

We and our licensors retain all right, title, and interest in and to the Service, including all software, Documentation, and related intellectual property. You retain all right, title, and interest in and to Customer Content. You grant us a limited licence to host, process, and transmit Customer Content solely to provide and support the Service. You grant us the right to use anonymised, aggregated data that does not identify you or any individual to improve the Service.

9. Confidentiality

Each party may access confidential information of the other. The receiving party will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care), use it only to perform under these Terms, and not disclose it except to representatives who need to know and are bound by confidentiality obligations. This section does not apply to information that is public, independently developed, or lawfully received from a third party.

10. Data protection

Our processing of personal data on your behalf is governed by our Data Processing Agreement (DPA). Our processing of personal data for which we act as controller is described in our Privacy Policy. Where there is a conflict on data protection matters, the DPA prevails.

11. Warranties & disclaimers

We warrant that the Service will perform materially in accordance with the Documentation during the subscription term. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue. Except for liability that cannot be excluded by law (such as for wilful misconduct or gross negligence), each party's aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you for the Service in the twelve (12) months preceding the event giving rise to the claim.

13. Term & termination

These Terms remain in effect for the duration of your subscription. Either party may terminate for material breach that remains uncured 30 days after written notice. Upon termination, your right to use the Service ceases, and we will make Customer Content available for export for a limited period before deletion in accordance with the DPA. Sections that by their nature should survive termination will survive.

14. Contracting entity

The Wahlen Software entity you contract with, and the governing law, depend on your region:

15. Changes

We may update these Terms from time to time. For material changes, we will provide reasonable prior notice (for example, by email or in-product notice). Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

16. Governing law

These Terms are governed by the law of the contracting entity's jurisdiction as set out in Section 14: the laws of the State of Delaware, United States (for Wahlen Software Inc.), or the substantive laws of Switzerland with exclusive jurisdiction in Zürich (for Wahlen Software GmbH). The United Nations Convention on Contracts for the International Sale of Goods does not apply.