Terms of Service

1. Scope and Order of Precedence

1.1 These Terms govern all proposals, Statements of Work ("SOWs"), order confirmations, projects, services, and any other legal relationships between Anovis AI ("we", "us", "our") and the customer ("you", the "Customer").

1.2 If there is a conflict, the following order applies: (i) a signed SOW or order form, (ii) an accepted offer/proposal or email confirmation, (iii) these Terms.

1.3 Your general terms and conditions do not apply unless we expressly accept them in writing.

1.4 We may amend these Terms by written notice (including email). Unless you object in writing within 14 calendar days after receipt, the amended Terms are deemed accepted. Ongoing fixed-price orders remain governed by the version in force at the time of acceptance unless the parties agree otherwise.

2. Services

2.1 We provide AI-related advisory, analysis, evaluation, configuration, integration, automation, development, operation/support, and training services, including but not limited to chat/agent systems, workflow automation, and data/knowledge solutions.

2.2 The concrete scope, services, recommendations, and assumptions are set out in the offer, SOW, proposal or email confirmation (each an "Agreement").

2.3 We may perform services ourselves or via suitably qualified subcontractors. We remain your contractual counterpart for our scope.

3. Customer Responsibilities

3.1 You shall provide timely and accurate information, content, documents, accesses (e.g., systems, APIs, accounts), stakeholders, and decisions necessary to perform the services.

3.2 You are responsible for the legality, accuracy, completeness, and currency of all materials you supply (including personal data, texts, images, links, credentials).

3.3 You will promptly inform us about changes that affect the services (e.g., opening hours, pricing, compliance constraints, policies).

3.4 You remain responsible for your business decisions, processes, and compliance with laws applicable to your operations.

4. Performance and Timelines

4.1 Dates and timelines are target dates unless expressly agreed as fixed dates in writing.

4.2 We will perform services with due care and diligence but do not guarantee specific completion dates or outcomes.

5. Intellectual Property; Usage Rights

5.1 Unless agreed otherwise, all intellectual property rights in methods, templates, prompts, code, configurations, architectures, and other work results created by us (collectively, "Results") remain with Anovis AI until full payment.

5.2 Upon full payment, you receive a non-exclusive, non-transferable, purpose-limited right to use the Results solely for your internal business purposes as agreed. Any broader use (e.g., sublicensing, resale, offering Results as a managed service to third parties) requires our prior written consent.

5.3 Pre-existing IP ("Background IP") and third-party materials (including open-source) remain owned by their respective holders. We may incorporate such components; their license terms apply in addition to these Terms.

6. Third-Party Services and Licences

6.1 If the services rely on third-party platforms, cloud services, libraries, LLMs, data sources, or APIs, you will typically contract and license those directly with the vendor; their terms govern. We do not assume responsibility for third-party performance, availability, pricing, or changes.

6.2 If we procure licences on your behalf (resale/pass-through), you authorise us to accept vendor terms for you. Fees and usage charges for such tools are billed separately unless explicitly included in a fixed price.

6.3 In the course of performing the services, we may process Customer data, including confidential information, through third-party tools, platforms, and AI models that form part of our professional workflow. By entering into the Agreement, you acknowledge and consent to this use and to the disclosure of Customer data to such tools to the extent necessary to perform the services. A list of tools currently in use is available on request.

6.4 We select and review such tools with professional care. However, third-party tools operate under their own terms, data practices, and security measures, which are outside our control. To the maximum extent permitted by law, we exclude all liability for loss or damage caused by a third-party tool's failure, security incident, unavailability, data use practices, or change in terms (Art. 101 para. 2 CO). This exclusion does not apply to the extent that the loss was caused by our own gross negligence or wilful misconduct in the selection or configuration of the tool.

6.5 Where a tool's terms permit the provider to use input data (e.g., for model improvement or service operation), this is considered an inherent characteristic of that tool and does not constitute a breach of our obligations under Section 13.

6.6 If you require specific restrictions on which tools, service tiers, or data-handling standards may be used with your data, this must be agreed in writing in the Agreement. We are happy to accommodate such requirements where feasible. Absent such instructions, our standard tooling applies.

6.7 Where personal data is involved, the provisions of Section 12 apply in addition.

7. Pricing and Invoicing (Time & Materials or Fixed Price)

7.1 Unless agreed otherwise in the Agreement, services are billed at the agreed estimated hourly/day rates, plus out-of-pocket expenses.

7.2 All prices are exclusive of VAT and any official duties.

7.3 Travel time and expenses (economy class unless agreed otherwise) are chargeable unless expressly included in a fixed price; single expense items above CHF 500 require prior approval by email.

7.4 Estimates and budget indications are non-binding and do not constitute a fixed price, cost cap, or "approximate calculation" unless explicitly stated.

7.5 Subscriptions/recurring run-services (e.g., hosting, monitoring, managed changes) are invoiced in advance for the agreed period.

7.6 If a project is terminated early (section 11), you shall pay for time spent and services rendered up to the termination date based on actual hours worked at the agreed rates.

8. Payment Terms; Suspension

8.1 Unless stated otherwise, invoices are due net 30 days from invoice date.

8.2 If you are in default, we may charge default interest (statutory or customary) and reasonable collection costs, and we may suspend work or withhold deliverables until payment is made.

8.3 You may not withhold or set off payments except for undisputed or finally adjudicated claims.

9. Warranties; AI-Specific Notice; Customer Review

9.1 We perform with professional care and in accordance with generally accepted industry practice.

9.2 AI content limitation. AI systems may generate inaccurate or misleading outputs ("hallucinations"). All AI-generated results and automated outputs are provided as-is and must be reviewed and approved by you before productive or external use. We provide no warranty for the factual correctness or suitability of AI outputs.

9.3 Unless expressly guaranteed in writing, we provide no warranties for specific outcomes, performance levels, savings, or ROI. We undertake to perform services with due care and diligence but do not warrant any specific result or outcome. Our obligation is limited to the application of professional skill and effort.

10. Liability

10.1 We will provide regular updates on activities performed and recommendations made. However, the Client retains full authority over all business decisions and implementations.

10.2 Our liability for simple negligence is limited to direct damages and capped as set out in clause 10.4.

10.3 To the extent permitted by law, we are not liable for indirect or consequential losses, loss of profit, loss of data, loss of production, or third-party claims.

10.4 Our aggregate liability for simple negligence arising out of or in connection with the Agreement is limited to the fees paid by you to us for the services in the 12 months preceding the event giving rise to the claim.

10.5 Nothing in these Terms limits liability for wilful misconduct, gross negligence, or where such limitation is prohibited by mandatory law.

11. Term; Termination; Suspension

11.1 Unless otherwise stated, recurring services (subscriptions/managed services) run without minimum term and may be terminated by either party at the end of a month; notice takes effect on the last day of the following month after receipt.

11.2 Either party may terminate for cause with immediate effect if the other party materially breaches the Agreement and fails to cure within a reasonable period after written notice.

11.3 We may suspend services for (i) non-payment, (ii) security or compliance risks, or (iii) your failure to provide required cooperation.

12. Data Protection (Integrated DPA)

12.1 Scope and Roles. This section constitutes the Data Processing Agreement between the parties pursuant to Art. 9 of the Swiss Federal Act on Data Protection (FADP) and, where applicable, Art. 28 GDPR. Where we process personal data on your behalf ("Customer Personal Data"), you act as the controller and we act as the processor. In most engagements we handle business-level information (company data, processes, metrics) rather than personal data of your end customers; this section applies only to the extent personal data is actually processed.

12.2 Purpose and Instructions. We process Customer Personal Data solely to perform the services under the Agreement and in accordance with your documented instructions. You are solely responsible for the lawfulness of your processing instructions.

12.3 Your Responsibilities. You are responsible for (i) the lawfulness of processing, including any required legal basis or consent, (ii) the accuracy of your instructions, (iii) honouring data-subject rights, and (iv) ensuring that any personal data you share with us is limited to what is necessary. If you require our assistance in responding to data-subject requests, we will provide relevant information at your reasonable cost.

12.4 Confidentiality. All persons authorised to process Customer Personal Data are bound by contractual or statutory duties of confidentiality.

12.5 Sub-processors. You grant us general authorisation to engage sub-processors. A current list is available on request. We will notify you of any material addition or replacement with reasonable advance notice. You may object on legitimate data-protection grounds within 14 calendar days; if the objection cannot be resolved, either party may terminate the affected services. Our obligation is limited to the careful selection of sub-processors and binding them by appropriate data-protection terms. We are not liable for a sub-processor's independent breach where we have fulfilled this obligation, except to the extent caused by our own gross negligence or wilful misconduct.

12.6 International Transfers. Customer Personal Data may be transferred outside Switzerland or the EEA where the recipient maintains recognised data-protection standards and appropriate safeguards are in place (e.g., adequacy decision, Standard Contractual Clauses, or equivalent measures under Swiss law).

12.7 Technical and Organisational Measures (TOMs). We implement and maintain TOMs appropriate to the risk, including access controls, encryption in transit and at rest, logging, and regular backups. Details are available on request.

12.8 Data Breach Notification. We will notify you without undue delay upon becoming aware of a personal-data breach affecting Customer Personal Data, providing such detail as is reasonably available at the time. We may supplement information as it becomes available.

12.9 Accountability. Upon reasonable written request (no more than once per 12-month period), we will provide written evidence of compliance with this section (e.g., a summary of TOMs or relevant certifications). Requests beyond this frequency or requiring material effort are at your cost.

12.10 Data Retention and Deletion. After termination of the Agreement, we will delete or return Customer Personal Data within a reasonable period unless retention is required by law. Upon your written request, we will confirm deletion in writing. We may retain and use anonymised or aggregated data (which does not constitute personal data) for service improvement without restriction.

12.11 Liability and Indemnity. Any liability arising under this section is subject to the limitations set out in Section 10 of these Terms. You shall indemnify us against claims arising from (i) your processing instructions, (ii) your failure to obtain required consents, or (iii) personal data you provided unlawfully. This indemnity does not apply to the extent that the claim results from our own breach of this section.

12.12 Precedence. In case of conflict between this section and the rest of these Terms, this section prevails for data-protection matters.

13. Confidentiality

13.1 Each party shall keep the other party's non-public information confidential, use it only for the Agreement, and disclose it solely to personnel and advisors with a need to know and a written duty of confidentiality.

13.2 If disclosure is legally required, the receiving party will (to the extent lawful) give prior notice and limit disclosure to what is necessary.

13.3 Upon request or after the end of the Agreement, confidential information shall be returned or securely deleted, subject to statutory retention duties.

14. Non-Solicitation

For the term of the Agreement and 24 months thereafter, neither party will actively solicit for employment any employees who were directly and materially involved in the project. This does not prevent general hiring efforts not directed at the other party's staff.

15. Publicity and References

We may identify you as a customer (name and logo) in reference lists and pitches in a fair and accurate manner. You may opt-out by written notice at any time. Any case studies or press releases require prior mutual consent.

16. Changes to Services (Continuity and Safety)

We may reasonably adapt services, components, or configurations where required by law, security, vendor/product updates, or deprecations. We will inform you in good time if such changes materially affect scope or availability and discuss suitable alternatives.

17. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., power/network outages, major vendor incidents, natural disasters, strikes, governmental actions). Obligations are suspended for the duration of the impediment; each party will mitigate and resume performance as soon as feasible. If the impediment continues for more than 60 days, either party may terminate the affected SOW or project upon written notice.

18. Assignment; Subcontractors

18.1 You may not assign the Agreement without our prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations.

18.2 We may assign to an affiliate and may use subcontractors. We remain responsible for our subcontractors' compliance with the obligations relevant to their scope.

19. Compliance; Export; Acceptable Use

You will not use the services in violation of applicable law (including export controls/sanctions) or for high-risk scenarios without appropriate safeguards. You remain responsible for end-user notices and policies applicable to your business.

20. Notices

Notices under these Terms shall be sent by email or letter to the contacts specified in the Agreement. For Anovis AI: info@anovisai.com. Notices are deemed received when sent, unless an automatic bounce-back is received.

21. Severability; No Waiver

If any provision is invalid or unenforceable, the remainder remains in force; the invalid part shall be replaced by a valid provision closest to the commercial intent. A waiver must be in writing and is not a waiver of any subsequent breach.

22. Governing Law and Venue

These Terms and any non-contractual claims arising out of or in connection with them are governed by Swiss law. Exclusive place of jurisdiction is Basel-Stadt (Switzerland).