Brightway Cloud Early Access Terms of Service

Last updated: 2026-03-19
Provider: Brightway Labs GmbH, Aarau, Switzerland

These Brightway Cloud Terms of Service (Terms) govern access to and use of the Brightway Cloud software platform, related documentation, and associated services made available by Brightway only to business customers on a subscription basis ("Customer," "you," or "your").

If the parties have signed or accepted an order form, subscription order, pilot agreement, statement of work, or other written agreement covering Brightway Cloud, that agreement will prevail over these Terms to the extent of any conflict. If there is a conflict between these Terms and the DPA with respect to the processing of personal data on Customer's behalf, the DPA will prevail solely with respect to that processing.

Customer will pay the fees specified in the applicable order form, checkout flow, or pricing page for the selected monthly or annual per-seat subscription plan. Unless otherwise expressly stated, fees are billed in advance, are non-cancellable and non-refundable during the applicable subscription term, and exclude taxes, duties, and similar governmental charges, all of which Customer is responsible for other than taxes based on Brightway's net income. Customer authorizes Brightway or its payment processor to charge the applicable payment method for the initial subscription term and each renewal term, together with any applicable overage fees, additional seats, or other amounts incurred under Customer's account. Brightway may update its pricing from time to time, but any price change for an existing subscription will apply no earlier than the next renewal term following prior notice to Customer.

By clicking to accept these Terms, placing an order, or accessing or using Brightway Cloud, Customer agrees to these Terms. If the individual accepting these Terms, placing the order, or accessing or using Brightway Cloud is acting on behalf of an entity or other organization, that individual represents and warrants that it has authority to bind that entity or organization to these Terms.

1. Scope of Service

1.1 Service

Brightway makes available a hosted software service for lifecycle assessment and related sustainability, modeling, data, workflow, and reporting use cases, together with related documentation and functionality that Brightway may provide from time to time as part of Brightway Cloud.

1.2 Subscription Plans

Brightway Cloud is offered on monthly and annual subscription plans priced on a per-seat basis, as further described in the applicable order form, checkout flow, or pricing page. Each subscription includes the number of authorized user seats purchased by Customer and is subject to the applicable feature tier and to reasonable technical, storage, seat, and usage limits that Brightway may impose, update, and enforce from time to time on a prospective basis, including to protect the Service, maintain performance, support product tiers, or address security, legal, or operational requirements. Brightway may also specify reasonable use parameters, overage terms, or similar plan rules in the applicable order form, checkout flow, pricing page, documentation, or in-product notices.

1.3 Customer Type

These Terms are intended for business customers only. Customer represents and warrants that it is entering into these Terms solely for business purposes and not as a consumer, and that the person accepting these Terms on Customer's behalf has authority to bind Customer.

2. Access and Accounts

2.1 Authorized Users

Customer may permit its employees, contractors, and other personnel acting on its behalf to access the Service as authorized users, solely up to the number of seats purchased by Customer and subject to these Terms.

Customer may reassign a seat from one authorized user to another only if the prior user no longer requires access to the Service. If Customer adds seats during a subscription term, Brightway may charge prorated fees for the remainder of the then-current term at Brightway's then-current rates or as otherwise stated in the applicable order form or checkout flow.

2.2 Account Security

Customer is responsible for:

• maintaining the confidentiality of login credentials;
• ensuring that each account is used only by the individual to whom it is assigned, unless expressly permitted otherwise by Brightway;
• promptly notifying Brightway of any suspected unauthorized access or security incident involving Customer's account.

2.3 Customer Administrator

Customer will designate at least one administrative contact with authority to manage user access, configure the Customer account, receive operational notices from Brightway, and act on Customer's behalf in connection with routine account administration, billing, renewals, and service configuration.

3. Permitted Use and Restrictions

3.1 Permitted Use

Subject to these Terms and Customer's payment of applicable fees, Brightway grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use Brightway Cloud for Customer's internal business purposes in accordance with the purchased plan and seat limits.

3.2 Restrictions

Customer will not, and will not permit any third party to:

• sell, resell, lease, sublicense, distribute, or otherwise make the Service available to third parties except for Customer's own authorized users;
• reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or non-public aspects of the Service, except to the extent such restriction is prohibited by applicable law;
• copy, modify, or create derivative works of the Service except as expressly permitted by Brightway;
• access the Service in order to build or benchmark a competing product or service, or publish performance or competitive test results without Brightway's prior written consent;
• use the Service in a way that interferes with or disrupts the integrity, security, or performance of the Service;
• bypass or circumvent usage limits, security controls, or access restrictions;
• upload, transmit, or use the Service for unlawful, infringing, defamatory, fraudulent, or malicious content or activity;
• use the Service to store or process data requiring heightened regulatory treatment unless expressly agreed in writing by Brightway, or use the Service in a manner that exceeds reasonable use, purchased seats, or any applicable technical, storage, seat, or usage limits imposed by Brightway on a prospective basis.

4. Customer Responsibilities

Customer is responsible for:

• the accuracy, quality, legality, and rights to use any data, materials, models, assumptions, inputs, files, or content submitted to the Service by or for Customer (Customer Data);
• obtaining all consents, notices, and permissions necessary for Customer's and its users' use of the Service and submission of Customer Data;
• using the Service in accordance with applicable law and these Terms;
• configuring and using the Service appropriately for Customer's intended purposes;
• independently reviewing outputs, reports, calculations, and results before relying on them for operational, commercial, legal, regulatory, environmental, or public reporting purposes;
• maintaining backup copies of Customer Data that Customer wishes to preserve, unless otherwise expressly agreed in writing.

5. Feedback

If Customer or its users provide suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the Service (Feedback), Brightway may use, reproduce, modify, and incorporate that Feedback without restriction or obligation, provided that Brightway will not publicly identify Customer as the source of specific Feedback without Customer's consent unless otherwise agreed.

6. Intellectual Property

6.1 Brightway IP

As between the parties, Brightway and its licensors retain all right, title, and interest in and to:

• the Service;
• all software, models, methods, databases, documentation, interfaces, workflows, and technology used to provide the Service;
• all improvements, updates, upgrades, modifications, and derivative works of the foregoing;
• all intellectual property rights in the foregoing.

No rights are granted except as expressly stated in these Terms.

6.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

6.3 Usage Data

Brightway may collect and use technical logs, usage statistics, telemetry, analytics, and other data relating to the performance, operation, support, and use of the Service (Usage Data) for security, support, analytics, billing, improvement, and product development purposes. Brightway may use Usage Data in identifiable form as necessary to provide, secure, support, and enforce the Service, and in de-identified or aggregated form for its business purposes, provided that such use does not publicly identify Customer except with Customer's consent or as otherwise permitted under applicable law.

7. Confidentiality

7.1 Confidential Information

Each party (Receiving Party) may receive non-public information from the other party (Disclosing Party) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).

Brightway's Confidential Information includes the non-public features, performance, design, roadmap, and technical aspects of the Service. Customer's Confidential Information includes non-public Customer Data and non-public business information provided to Brightway.

7.2 Obligations

The Receiving Party will:

• use the Disclosing Party's Confidential Information only as necessary to perform under these Terms or exercise its rights hereunder;
• protect it using reasonable care, and at least the same degree of care it uses to protect its own similar confidential information;
• disclose it only to personnel, contractors, subprocessors, and professional advisers who have a need to know and are bound by appropriate confidentiality obligations.

7.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes public through no breach of these Terms;
• was already lawfully known to the Receiving Party without confidentiality obligation;
• is lawfully received from a third party without confidentiality restriction;
• is independently developed without use of or reference to the Disclosing Party's Confidential Information.

7.4 Permitted Product Use Carve-Outs

Customer acknowledges that ordinary operation of the Service may involve internal Brightway access to Customer account information and Customer Data as reasonably necessary to:

• provide, maintain, support, secure, and improve the Service;
• investigate bugs, performance issues, suspected misuse, or security incidents;
• comply with law or valid legal process;
• perform migration, onboarding, and technical support activities consistent with these Terms and the applicable DPA.

7.5 Required Disclosure

A Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or binding governmental request, provided that, where legally permitted, it gives prior notice to the Disclosing Party and reasonably cooperates with efforts to limit the disclosure.

8. Data Protection

8.1 Privacy Notice

Brightway's handling of personal data for its own controller-side activities, such as website operations, platform administration, account management, billing, support, communications, and similar activities, is described in the Brightway Cloud Privacy Notice, as updated from time to time.

8.2 Processing on Customer's Behalf

To the extent Brightway processes personal data on behalf of Customer in providing the Service, the parties' applicable Brightway Cloud Data Processing Agreement, including its annexes and any related data processing terms incorporated by reference between the parties (DPA), will apply to that processing. Customer remains responsible for determining whether its use of the Service is lawful and appropriate for the personal data it chooses to submit.

8.3 Security

Brightway will implement and maintain reasonable technical and organizational measures appropriate to the nature of the Service and the risks reasonably associated with the processing activities Brightway undertakes on Customer's behalf.

8.4 Cross-Border Processing and Subprocessors

Customer acknowledges that Brightway may use its personnel, infrastructure providers, and subprocessors to provide the Service, subject to appropriate contractual and operational safeguards and, where applicable, the DPA and any related subprocessor and transfer annex.

If there is any conflict between these Terms and the DPA with respect to the processing of personal data on Customer's behalf, the DPA will control solely with respect to that processing.

9. Service Changes, Availability, and Suspension

9.1 Changes

Brightway may modify, update, enhance, replace, or discontinue any part of the Service from time to time on a prospective basis, provided that Brightway will not materially reduce the core functionality of the Service during a then-current paid subscription term except where reasonably necessary for security, legal, regulatory, technical, or third-party dependency reasons.

9.2 Availability

Brightway will use commercially reasonable efforts to make the Service available, but Brightway does not provide any service level agreement, uptime commitment, response time commitment, support level, recovery objective, or similar service commitment unless expressly agreed in writing.

9.3 Suspension

Brightway may suspend or restrict access to the Service, in whole or in part, without liability, if Brightway reasonably believes, or determines in its commercially reasonable judgment, that:

• Customer or any user is violating these Terms;
• suspension is necessary to prevent harm to the Service, Brightway, Customer, or other customers;
• there is unauthorized access, a security incident, or suspected fraudulent or unlawful activity;
• Brightway is required to do so by law or a governmental authority;
• continued provision of the Service is impracticable due to technical, operational, or third-party dependency issues.

Where reasonably practicable, Brightway will give notice and will use commercially reasonable efforts to work in good faith to restore access once the relevant issue has been resolved or adequately mitigated.

10. Disclaimers

10.1 Early Access Nature of the Service

Brightway Cloud may be offered as an early access, beta, pilot, preview, or design partner service. Features may be incomplete, unavailable in all regions or environments, changed, suspended, or withdrawn without notice, or contain errors, and Customer uses such offerings at its own risk, subject to the express terms of these Terms and any non-excludable rights under applicable law.

10.2 Customer Responsibility for Use and Review

Customer is solely responsible for verifying outputs and determining whether the Service is suitable for any business-critical, compliance-related, customer-facing, environmental reporting, or decision-making use case.

10.3 Disclaimer of Warranties

To the maximum extent permitted by applicable law, and except as expressly stated in these Terms or in any applicable written agreement between the parties, the Service is provided "as is" and "as available." Brightway disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

Brightway does not warrant that the Service will be uninterrupted, error-free, secure, or completely accurate, or that any data, calculations, models, or outputs will meet Customer's requirements or be suitable for any particular use.

11. Limitation of Liability

11.1 Excluded Damages

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or anticipated savings, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages. Loss or corruption of data is excluded under this sentence only to the extent it constitutes an indirect or consequential loss.

11.2 Liability Cap

Subject to Section 11.3 and to the maximum extent permitted by applicable law, each party's aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, will not exceed:

• the total fees paid or payable by Customer to Brightway for the Service in the twelve (12) months preceding the event giving rise to the claim; or
• if the Service is provided without charge, CHF 1,000.

11.3 Carve-Outs

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for:

• intentional misconduct;
• gross negligence;
• death or personal injury to the extent liability cannot be excluded by law;
• Customer's payment obligations, if any;
• Customer's breach of Section 3 (Permitted Use and Restrictions) or Section 7 (Confidentiality).

12. Term and Termination

12.1 Subscription Term

These Terms begin on the date Customer first accepts them, places an order, or first accesses the Service, whichever occurs earlier. Each subscription begins on the start date specified in the applicable order form, checkout flow, or account record and continues for the initial monthly or annual term selected by Customer, unless earlier terminated in accordance with these Terms.

12.2 Renewal and Cancellation

Unless otherwise stated in the applicable order form or checkout flow, each subscription automatically renews for successive periods equal to the expiring subscription term (monthly or annual, as applicable) unless either party gives notice of non-renewal before the renewal date for the then-current term. Customer may elect not to renew by canceling through the Service account settings or by written notice to Brightway before the renewal date. Cancellation or non-renewal takes effect at the end of the then-current paid term, and fees are non-refundable except as required by applicable law or expressly stated otherwise in writing.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• materially breaches these Terms and fails to cure that breach within fifteen (15) days after notice; or
• becomes insolvent, enters liquidation, or ceases business in the ordinary course.

12.4 Effect of Termination

Upon termination or expiration:

• Customer's rights to access and use the Service end;
• Customer will stop using the Service;
• each party will return or delete the other party's Confidential Information upon request, except as required for legal, compliance, backup, or recordkeeping purposes;
• subject to Customer's payment of all amounts due, Brightway will make Customer Data available for export or retrieval for up to thirty (30) days after termination or expiration, after which Brightway may delete Customer Data in accordance with its standard retention practices unless otherwise agreed in writing or required by applicable law.

Sections that by their nature should survive termination will survive, including provisions on intellectual property, confidentiality, disclaimers, liability, accrued payment obligations, and governing law.

13. Governing Law and Forum

These Terms are governed by the substantive laws of Switzerland, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The courts at Brightway's registered seat in Aarau, Switzerland, will have exclusive jurisdiction over disputes arising out of or in connection with these Terms, unless the parties expressly agree to another forum in writing.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable order form, checkout flow, pricing terms, DPA, Brightway Cloud Privacy Notice, and any referenced policies and annexes, form the parties' entire agreement regarding the subject matter of these Terms and supersede prior or contemporaneous discussions and understandings on that subject matter, in each case as applicable to the relevant subject matter.

14.2 Order of Precedence

If there is a conflict between these Terms and a signed written agreement between the parties, the signed written agreement will prevail to the extent of the conflict. If there is a conflict between these Terms and the DPA with respect to the processing of personal data on Customer's behalf, the DPA will prevail solely with respect to that processing.

14.3 Amendments

Brightway may update these Terms from time to time. Updated Terms will apply prospectively from the stated effective date. For existing early access deployments, material adverse changes will not apply until renewal or unless otherwise permitted by an applicable written agreement.

14.4 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations.

14.5 Notices

Legal notices under these Terms must be given in writing to the contact details designated by the parties in the applicable order form, DPA, or other written agreement, including by email where appropriate for business communications. Routine operational, billing, renewal, and account notices may be provided through the Service, by email, or through other reasonable business communications.

14.6 Force Majeure

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, internet or utility failure, labor disputes, war, terrorism, civil unrest, epidemics, governmental action, or failures of third-party hosting or infrastructure providers.

14.7 No Waiver

A failure or delay in exercising any right under these Terms is not a waiver of that right.

14.8 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be interpreted, and if necessary limited, to the minimum extent required to make it enforceable while preserving its intent as far as possible.

14.9 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, agency, or employment relationship.

14.10 Publicity

Customer grants Brightway no right to use Customer's name, logo, or trademarks in external publicity without Customer's prior written consent, except where expressly agreed in writing.

14.11 Export and Sanctions

Customer will not use or permit use of the Service in violation of applicable export control, trade, or sanctions laws.