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General Terms and Conditions

General Terms and Conditions of the use of Connect AI Services of Connect AI Group GmbH

 

Version: January 2024, available at: connectai.ch/gtc

 

Between Connect AI Group GmbH ("Connect AI") and you as customer ("Customer") (together the "Parties") the following applies: 

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1. Scope of application

These General Terms and Conditions ("GTC") are applicable to any Agreement under which Connect AI provides Connect AI Services to the Customer ("Agreement"). 

The Customer agrees to the application of these GTC by signing the Agreement, by accepting Connect AI's offer or by using the Connect AI Services, whereby a contract is concluded between the Parties.

Any contractual conditions that the Customer may wish to apply in addition are hereby rejected and shall therefore not apply. An express deviating regulation is reserved if both Parties sign such a regulation.

Capitalized terms used herein that are not otherwise defined herein shall have the meaning assigned to them in the Agreement.

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2. Connect AI Services

2.1 Connect AI Services

The Connect AI Services mainly include the Customer-specific implementation and operation of the Connect AI platform, as further defined in the Agreement.

Connect AI provides services through the Connect AI platform, by giving users access to AI-related services through the Connect AI platform. The Connect AI platform operates as a platform, facilitating interactions between users and Chatbots. While Connect AI strives for the accuracy and quality of services provided, Connect AI does not bear liability for the expertise or content provided on or via the Connect AI platform.

Upgrades/downgrades: The Customer purchases the package specified in the Agreement. An upgrade to a higher package is possible to the end of each month. A downgrade to a lower package is possible only to the end of each contract term (the Initial Term and its subsequent Renewal Terms, as defined in the Agreement). 

Unused messages expire at the end of each contract term. At the beginning of a new contract term, the entire number of queries in accordance with the Agreement shall be available to the Customer again.

 

2.2 Chatbots powered by AI

The chatbots ("Agents"), powered by AI and employing large language models (LLMs), provide responses based on the latest technology. 

Although the Agents aim for accuracy, their responses and the information provided are for general information purposes only and not intended to be advice of any kind. Further, the Agents’ responses do not represent Connect AI’s official standpoint. Accordingly, no guarantee is made with regard to the completeness, accuracy, reliability, suitability, or availability of the responses and the information provided. The Agents possess knowledge solely based on their training information, products, and services. The Customer can contribute to enhancing the quality of the Agents’ responses by rating them. For increased accuracy, Connect AI recommends exploring alternative contact options or seeking personalized consultations. Connect AI (and its employees, developers, affiliates and engaged third parties) are not responsible for any errors or omissions in the responses and information provided, or for any loss or damage of any kind incurred as a result of the use of the Agents or the responses and information provided by the Agents. Any liability in this regard is, to the extent permitted by law, excluded.

Connect AI also recommends that the Customer informs its users in a suitable manner (e.g. by means of a disclaimer in the Agent) about the potential inaccuracy and/or incompleteness of the Agents’ responses.

Any misuse of the Agents leading to violations of legal/regulatory provisions or infringement of third-party rights, including defamation or privacy rights violation, is strictly prohibited and may lead to legal consequences.

The Agents are protected by intellectual property rights, such as copyrights. Any reproduction, modification, use in contradiction to the Agreement, or distribution without express prior written approval is strictly prohibited.

During interactions, the Agents might record or process specific user concerns, such as claims or contact detail updates.

 

2.3 Availability of Connect AI Services

Connect AI endeavours to ensure the highest possible availability of the Connect AI Services (including the Connect AI platform). However, constant availability of the Connect AI Services cannot be guaranteed and all Connect AI Services are provided on a "best effort" basis. "Best effort" means that Connect AI shall endeavour to provide the Connect AI Services or rectify the fault in an appropriate and economically reasonable manner with the resources available to it, without, however, guaranteeing compliance with a quality that goes beyond this or compliance with certain times.

Connect AI may temporarily restrict availability if this is or deems necessary, for example, with regard to capacity limits or the security or integrity of the servers or to carry out technical maintenance or repair work and this serves the purpose of properly providing or improving the Connect AI Services. Connect AI shall endeavour to take into account the interests of the Customer.

Any further warranty is excluded to the extent permitted by law.

 

2.4 Suspension of Connect AI Services

Connect AI is entitled to suspend or restrict access of the Customer (and its users) to the Connect AI Services immediately and without notice: 

  • if the Customer is in default with the payment of fees according to the Agreement; 

  • if the Customer breaches any clause of the Agreement; 

  • if Connect AI terminates the Agreement for cause according to clause ‎11.2‎ of these GTC; 

  • if the undisturbed operation of Connect AI’s infrastructure is endangered on the basis of circumstances within the Customer's sphere of risks. 

The suspension of the Connect AI Services shall not affect the right to terminate for cause according to clause ‎11.2‎ of these GTC.

 

3. Engagement of third parties by Connect AI

Connect AI may engage auxiliary persons and third parties (in particular subcontractors) for the provision of the Connect AI Services and the fulfillment of its obligations.

 

4. Duties of cooperation of the Customer

The Customer shall, by all reasonable means, to the extent necessary, and in a timely manner, actively support Connect AI, its employees, and any third parties engaged by Connect AI for the purpose of providing the Connect AI Services, cooperate in taking the necessary preparatory and provisioning actions and provide the necessary access to its premises, systems and resources, the latter however subject to the signing of separate confidentiality agreements as requested and provided by the Customer. The Customer shall bear all costs incurred by it in fulfilling its duties of cooperation.

Connect AI shall endeavour to provide the Connect AI Services even if the Customer does not or not properly fulfil its duties of cooperation but cannot guarantee fulfilment in such case. In such a case, the Customer shall compensate Connect AI for the resulting additional expenses at the respective standard rates of Connect AI.

 

5. Terms of use

The Customer shall not and shall ensure that its authorized users shall not: 

  • modify or copy the Connect AI Services, including the related documentation, or create any derivative works; 

  • license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, commercially exploit, or otherwise transfer or make any portion of the Connect AI Services or the related documentation available to any third party, other than as permitted in the Agreement; 

  • reverse engineer or decompile any portion of the Connect AI Services (in particular the source code of any software) or the underlying structure, ideas, know-how or algorithms,;

  • use the Connect AI Services to operate the business of a third party, or to process data or content provided by a third party for the operation of a third party’s business, or otherwise use the Connect AI Services on a third party’s behalf, or act as a service bureau or provider of application services to any third party; 

  • copy any content, features, functions, integrations, interfaces, or graphics, in whole or in part, of the Connect AI Services; 

  • use the Connect AI Services in violation of laws/regulations or outside the scope of the rights granted in this Agreement. 

The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Connect AI Services, including, without limitation, modems, hardware, servers, software, operating systems, networks, and the like (collectively the "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, customer account, passwords (including but not limited to admin and user passwords) and files.

 

6. Fees and payment terms

The applicable fees are set forth in the Agreement. All amounts are in CHF, excluding the applicable statutory value added tax (VAT) and any applicable other taxes. 

Usage fees are invoiced annually in advance and other services are invoiced monthly in arrears after the relevant services have been provided.

Invoices are due and payable net within 30 days ("Due Date"). The Customer is automatically in default upon expiry of the Due Date. Any undisputed fees due or Expenses (as defined below) not reimbursed on or before the Due Date, shall accrue statutory interests of 5% of the outstanding balance per month, calculated from the Due Date until the date of payment, plus all reasonable expenses and fees of debt collection (including attorneys’ fees and court and administrative costs). If the Customer is in default with a payment, Connect AI may make the provision of further services dependent on the full payment of outstanding invoices and, at its discretion, also on advance payments or other securities.

Unless otherwise agreed, any expenses (meaning all reasonable and necessary out-of-pocket expenses, including, but not limited to travel, airfare, mileage, lodging, meals, and other usual business expenses incurred by Connect AI in connection with the provision of the Connect AI Services to the Customer, collectively the "Expenses") shall be borne by the Customer. Expenses will be invoiced at cost, based on corresponding receipts.

 

7. Liability

In the event of any breach of contract, Connect AI shall be liable without limitation for damages caused intentionally and by gross negligence as well as for personal injuries. In the event of slight negligence, Connect AI shall be liable for direct damages only and up to the amount of the fees paid by the Customer under the Agreement in the year preceding the damage event. In no event shall Connect AI be liable for indirect or consequential damages, in particular loss of profit, data or reputation and third-party claims. Connect AI shall furthermore expressly not be liable if a claim: 

  • relates to or is caused by the use of the Connect AI Services in combination with any other software, data (including Customer data), product, process, or material not provided by Connect AI, and the infringement would not have occurred in the absence of such combination;

  • arises from or relates to any modification of the Connect AI Services not made or authorized in writing by Connect AI;

  • relates to the use of the Connect AI Services in an unauthorized manner or any manner inconsistent with the Agreement or the documentation;

  • relates to the use of the Connect AI Services in violation of any law/regulation; or

  • where the Customer continues any use or activity constituting or contributing to the infringement after notification by Connect AI.

 

8. Indemnity 

Connect AI warrants that the Connect AI Services do not infringe any third-party proprietary rights in the country of the Customer’s registered office. If a third party attempts to prevent the Customer from using the Services in full or in part based on allegedly superior proprietary rights, the Customer shall immediately notify Connect AI thereof. Subject to a timely notification and reasonable support by the Customer, Connect AI shall, at its own discretion, (i) modify the relevant Connect AI Services so that they do no longer infringe the third party’s proprietary rights while still fulfilling all material requirements of the Customer as agreed in the Agreement, (ii) provide the Customer with a license of the third party at Connect AI’s own expense, or (iii) contest the third-party claim. 

If the third party files a legal action against the Customer, the Customer shall transfer to Connect AI the exclusive control regarding the conduct of the case and take all actions necessary for this purpose, insofar as this is possible under the relevant procedural system. Subject hereto, Connect AI shall defend the Customer at its own cost and risk, in particular by assuming the costs of conducting the case (including reasonable attorney’s fees), and to compensate the Customer for any direct damages resulting from a final court ruling against the Customer. The Customer forfeits its claims under this clause if it withdraws the control regarding the conduct of the case from Connect AI or fails to transfer such control to Connect AI although such transfer would be possible under the relevant procedural system, particularly if the Customer, without Connect AI’s express consent, deals with third-party claims by means of settlement or recognition, whether in whole or in part. Connect AI shall not withhold such consent without good cause.

 

​9. Force majeure

Connect AI shall be temporarily released of its contractual obligations and shall not be liable to the Customer if the provision of the Connect AI Services by Connect AI to the Customer is temporarily interrupted, restricted in part or in full or impossible due to force majeure.

In particular, natural events of special intensity (avalanches, floods, landslides, etc.), warlike events, riots, sabotage, DDOS attacks, hacking, malware, ransomware, power outages, unforeseeable administrative restrictions and pandemics are considered force majeure.

If Connect AI is unable to fulfil its contractual obligations due to a force majeure event, the fulfilment of the Agreement or the date for the fulfilment of the Agreement shall be postponed in accordance with the event that occurred.

If adherence to the Agreement is objectively unreasonable for the Customer, it shall be entitled to an immediate extraordinary right of termination after a period of 60 days following the occurrence of the force majeure event in question.

 

10. Right of use and intellectual property rights 

Connect AI grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Connect AI Services during the term of and in accordance with the Agreement.

The Customer acknowledges and agrees that all rights (ownership, copyrights, trademarks, etc.) to the Connect AI Services (including the Connect AI platform and the related documentation) belong to Connect AI or the respective third-party owners. Unless expressly agreed otherwise in writing by the Parties, the Agreement does not provide for any transfer of ownership in any rights.

 

11. Term, termination and effects of termination

11.1 Term and ordinary termination

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The Agreement enters into force as on the effective date specified in the Agreement.

Subject to earlier termination as provided below, the Agreement shall be concluded for the Initial Term as specified in the Agreement and shall be automatically renewed for additional Renewal Terms as specified in the Agreement of the same duration each, unless either Party provides notice of termination at least 90 days prior to the end of the then-current term.

 

11.2. Termination for cause

Either Party shall be entitled to terminate the Agreement with immediate effect for cause where:

  • the other Party materially breaches its obligations under the Agreement (including, with respect to the Customer, the failure to pay any agreed fees) and has failed to remedy the breach within 30 days after written notice from the other Party; 

  • the other Party dissolved or otherwise ceased operations;

  • the other Party is placed into bankruptcy, commences composition proceedings, or is insolvent.

 

11.3. Effects of termination

Upon any termination of the Agreement, the Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the Connect AI Services (except during an agreed transition period, if any) and any Confidential Information (as defined below) of Connect AI. 

If Connect AI terminates this Agreement for the Customer’s uncured material breach, all fees under the Agreement shall become immediately due and payable within 10 days of the effective date of termination.

Termination of the Agreement will not affect any accrued rights (in particular Connect AI’s right to demand payment of all fees that the Customer is obliged to pay until the date of termination), claims and/or liabilities of either Party at the date of termination and shall be without prejudice to any other rights and/or remedies that either Party may have under the Agreement. 

Further, the termination of the Agreement shall have no effect on the clauses which, by their nature, shall survive termination of the Agreement, particularly but not exclusively the clauses relating to intellectual property rights, liability, confidentiality and applicable law and place of jurisdiction.

 

12 Confidentiality 

Both Parties undertake to treat as confidential any information that is not obvious or generally accessible concerning the other Party, or the customers and business relationships of the other Party, that may come to their attention in connection with their performance under the Agreement (including these GTC) or with their contractual relationship in general.

The Parties undertake to make such information accessible to their staff, other auxiliary agents and third parties involved or other third parties only to the extent permitted to the Parties under the Agreement (including these GTC) or where approved in advance by the other Party. Connect AI shall be entitled to pass on the information to third parties engaged by it in Switzerland and abroad to the extent necessary (need to know) in connection with the conclusion and performance of the Agreement.

The duty of confidentiality shall not apply to information that:

  • was already known to the other Party before it was made accessible by the disclosing Party;

  • is generally known other than due to the fault of the other Party;

  • was lawfully provided to the other Party by a third party without any restrictions on disclosure;

  • was developed internally by the other Party without using or referring to the confidential information of the disclosing Party.

The duty of confidentiality shall also extend to information exchanged prior to the conclusion of the Agreement and shall continue to apply after its termination, for so long as a Party has a legitimate interest in confidentiality but, as a rule, for a period of at least 3 years after the termination of the contractual relationship.

 

13. Data protection

The Parties shall, when handling personal data, comply with applicable data protection legislation at all times, in particular the provisions of the Swiss Data Protection Act and the GDPR. This also includes the implementation of appropriate technical and organizational security measures.

Connect AI's Agents employ various large language models (LLMs) and operate on OpenAI's technology via Microsoft Azure (unless otherwise specified in the Agreement). Although the Agents process personal data (like names, contact details or other personal data entered by the users), Connect AI does not systematically collect or process such data.

Where Connect AI processes personal data on behalf of the Customer, Connect AI shall be regarded as the processor of personal data. Connect AI shall process personal data in accordance with the separate Data Processing Agreement, the Customer’s reasonable instructions, and applicable legislation.

 

14. Modifications to Connect AI Services and contractual conditions

Connect AI reserves the right to modify the Connect AI Services and/or the contractual terms (incl. fees and these GTC) at any time or to discontinue individual services. The Customer will be informed of any modifications in an appropriate manner (e.g. via e-mail). Connect AI will notify the Customer in good time in advance of any modifications that are associated with a significant disadvantage for the Customer (e.g. higher prices, the discontinuation or significant restriction of a service). In such cases, the Customer may terminate the Agreement within 14 days of receipt of the notice as of the effective date of the modification by notifying Connect AI. If the modification relates to a specific service, the right of termination applies exclusively to that service. If the Customer fails to give notice, the modifications will be deemed accepted. Price adjustments as a result of a change in legal requirements (e.g. an increase in the VAT rate), due to inflation and the adjustment of prices or conditions of third-party providers do not entitle the Customer to terminate.

 

15. Miscellaneous

The Agreement sets forth the entire agreement between the Parties in relation to the subject matter hereof and shall replace all previous written or oral agreements or declarations of intention in this regard between the Parties.

Any amendments or supplements to the Agreement (including these GTC) shall only be legally valid if concluded in writing or in electronic form (e.g. an electronic file which contains a scan of the signature(s) or a signature with DocuSign, Skribble or similar). Connect AI's right to modify services and contractual terms according to clause 14‎ is reserved.

The waiver of any breach of the Agreement or the failure to enforce any of the rights thereunder shall not be construed as a waiver to enforce other rights or the same right in the future.

In the event that any term or part of any term of the Agreement is or becomes invalid or unenforceable, this shall not affect the remaining terms of the Agreement. An invalid or partially invalid or unenforceable or partially unenforceable clause shall be replaced by a valid clause (or as the case may be by a court order), which comes as close as possible to the meaning and purpose of such term, and the Parties undertake to sign all agreements and documents that may be necessary in that respect. The same procedure shall be followed should any gap become apparent in the Agreement.

The Parties undertake to refrain from transferring/assigning the Agreement or any rights or obligations thereunder to any third party without the prior written approval of the other Party.

No agency, partnership, joint venture, or employment is created as a result of the Agreement and the Customer does not have any authority of any kind to bind Connect AI in any respect whatsoever.

All notices between the Parties under the Agreement must be made by e-mail or letter to the addresses stated on the cover page. This does not apply to notices and communications on operational matters.

 

16. Disagreements, applicable law and place of jurisdiction

Any disagreement arising out of or in connection with the Agreement shall be resolved by mutual agreement if possible. If this is not possible, a mediation proceeding shall be conducted by an independent lawyer. If the disagreement cannot be resolved within 60 days of the commencement of the mediation procedure, the Parties shall be free to bring the matter to the ordinary courts.

The Agreement (including these GTC) shall be governed in all respects by the substantive laws of Switzerland, excluding the United Nations Convention on Contracts of International Sale of Goods of 11 April 1980 (CISG) and the provisions of international private law (which shall not apply).

All disputes arising out of or in relation to the Agreement, including those concerning its valid conclusion, legal validity, amendment or dissolution shall fall under the exclusive jurisdiction of the courts of the city of Zurich, Switzerland

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