General terms and conditions

§ 1 Scope

(1) These general terms and conditions (hereinafter “GTC”) apply to all contracts between Aidan Faes, Rorschacher Strasse 32, 9000 St. Gallen, trading under the brand Vidimas (hereinafter “Provider”), and its business clients (hereinafter “Client”). The Provider's services are aimed exclusively at businesses (B2B); no contract is concluded with consumers within the meaning of the Swiss Consumer Credit Act or comparable provisions.

(2) Deviating, conflicting or supplementary terms and conditions of the Client become part of the contract only if the Provider expressly agrees to their application in text form.

(3) Individual agreements between the parties take precedence over these GTC in every case.

§ 2 Subject matter of the services

(1) The Provider makes an AI platform available to the Client as software as a service (hereinafter “Platform”). Depending on the plan agreed, the scope of services may include in particular:

• access to leading AI models through a central chat interface;
• creating, managing and sharing assistants with their own knowledge and fixed instructions;
• workflows for chaining several AI steps together;
• integrations for connecting existing knowledge sources;
• API access for the Client's own applications;
• central administration with roles and permissions, SSO integration and audit logs;
• onboarding, training and support in accordance with the plan agreed.

(2) The specific scope of services owed in each case follows from the individual engagement letter, the offer or the order confirmation (“Main Agreement”). In case of doubt, the Main Agreement prevails; these GTC apply in addition.

(3) The Provider makes the Platform available with the agreed care; it does not owe any particular economic outcome. Outputs from AI models are generated automatically and may be inaccurate or incomplete; the Client must review them professionally before use. No warranty is given for the factual accuracy of AI outputs.

§ 3 Conclusion of contract and communication

(1) The presentation of services on the Provider's website does not constitute a binding offer. A contract is only concluded when the Client accepts a written offer from the Provider in text form (email is sufficient), unless the parties have expressly agreed on written form.

(2) Declarations made in the course of ongoing performance of the contract may validly be given by email, unless these GTC or the Main Agreement require a stricter form.

§ 4 The Client's duties to cooperate

(1) The Client provides the Provider with all information, documents, access rights and approvals required to deliver the services, in good time and in a suitable form. This includes in particular the administration of user accounts, the connection of SSO and the selection and approval of the knowledge sources connected to the Platform, to the extent required for the agreed scope of services.

(2) The Client names a responsible contact person with decision-making authority for the performance of the contract. Delays or additional costs caused by omitted or late cooperation are borne by the Client.

(3) The Client ensures that all data and materials it provides are free of third-party rights and may be used for the agreed purposes. The Client indemnifies the Provider against third-party claims arising from a breach of this obligation.

§ 5 Fees and payment terms

(1) Fees are governed by the pricing structure agreed in the Main Agreement. Common models are:

• a subscription per user and month;
• flat fees for enterprise agreements with an extended scope of services;
• a fixed price for clearly delimited projects (e.g. onboarding and implementation projects);
• time-based fees at an agreed daily or hourly rate for consulting and training services.

(2) Unless stated otherwise, all prices are in Swiss francs (CHF) or – where the offer states so – in euros (EUR), in each case exclusive of any applicable value added tax. The Provider is not liable for VAT for as long as the statutory thresholds under the Swiss VAT Act are not exceeded; from registration as a taxable person, invoices will show VAT accordingly. For services to businesses established in the EU, invoicing is made without VAT where the tax liability shifts to the Client (reverse charge).

(3) Invoices are issued monthly at the start of the service month and are payable net within 14 days without deduction. In the event of default, the Provider is entitled to charge default interest of 5% per year in accordance with Art. 104 of the Swiss Code of Obligations, plus reasonable reminder fees.

(4) If payment is more than 30 days overdue, or where there are justified doubts about the Client's solvency, the Provider is entitled to suspend performance temporarily until the outstanding amount has been settled. Any resulting delays are borne by the Client.

§ 6 Term and termination

(1) Unless agreed otherwise in the Main Agreement, the minimum term for subscriptions and enterprise agreements is three (3) months. The contract is then automatically extended by one (1) month at a time unless terminated in text form with four (4) weeks' notice to the end of the month.

(2) Project contracts with a fixed scope of services end once the agreed services have been delivered.

(3) The right of either party to terminate without notice for good cause remains unaffected. Good cause exists in particular in the event of a serious breach of material contractual obligations that is not remedied within a reasonable period after warning, and upon the opening of insolvency or restructuring proceedings against a party.

§ 7 Service standards and availability

(1) The Provider delivers the Platform services with reasonable availability. Planned maintenance windows are, where possible, scheduled outside normal business hours and announced in advance.

(2) The Provider is entitled to develop the Platform further and adjust features, provided the contractually agreed core scope of services is preserved. The available AI models may change if model providers discontinue or replace versions; in that case the Provider makes equivalent models available.

(3) No guarantee of success going beyond the agreed services – in particular no guarantee of specific work results or economic outcomes from use of the Platform – is given.

§ 8 Intellectual property and rights of use

(1) The Platform, the software underlying it and all content and templates provided by the Provider are protected by copyright and other intellectual property rights. For the term of the contract, the Client receives a non-exclusive, non-transferable right to use the Platform for its own business operations.

(2) The Client's inputs, documents and other content remain the property of the Client. The Provider receives only those rights that are necessary to deliver the contractual services. The Client's inputs and documents are not used to train AI models.

(3) The Provider is entitled to name the Client as a reference (logo, name, short case description) on its website, in sales materials and on social media, unless the Client expressly objects.

§ 9 Confidentiality

(1) The parties undertake to treat all confidential information of the other party received in the course of the business relationship as confidential, not to pass it on to third parties and to use it only for the contractually agreed purposes. This obligation continues for three (3) years beyond the end of the contract.

(2) This does not apply to information that is demonstrably generally known or becomes known without breach of these GTC, was already known to the receiving party before receipt, or must be disclosed due to a legal obligation.

§ 10 Data protection and processing on behalf of the Client

(1) Where the Provider processes personal data on behalf of the Client in the course of delivering the services – for example content that the Client enters into or connects to the Platform – the parties conclude a separate data processing agreement (DPA) in accordance with Art. 9 revFADP and Art. 28 GDPR before processing begins.

(2) In all other respects, the provisions of the Provider's privacy policy apply (vidimas.com/en/privacy).

§ 11 Liability

(1) The Provider is liable for intent and gross negligence in accordance with the statutory provisions. For slight negligence it is liable only in the event of a breach of material contractual obligations (cardinal obligations), and then limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.

(2) The Provider's liability per damaging event is limited in amount to the fees actually received under the relevant Main Agreement in the twelve (12) months preceding the notification of damage, but to no more than CHF 50,000 per calendar year. The limitation of liability does not apply to intentional harm or personal injury.

(3) Liability for lost profit, failed business outcomes, indirect damage and consequential damage is excluded to the extent permitted by law.

(4) Liability for slight negligence on the part of auxiliary persons is excluded within the scope of Art. 101(2) of the Swiss Code of Obligations.

(5) The Client remains responsible for decisions it takes on the basis of AI outputs. AI outputs must be reviewed by a qualified person before they are used.

§ 12 Force majeure

Events of force majeure – which include in particular strikes, lockouts, natural disasters, official measures, prolonged failures of telecommunications or internet infrastructure and pandemics – release the affected party from its obligation to perform for the duration and to the extent of the impediment. The parties will inform each other without delay of the occurrence, expected duration and effects.

§ 13 Non-solicitation

The Client undertakes not to solicit or employ the Provider's employees or freelancers, whether directly or indirectly, during the term of the contract and for a period of twelve (12) months thereafter. In the event of a breach, the Client owes a contractual penalty amounting to one annual gross salary of the person concerned; the right to claim further damages is reserved.

§ 14 Final provisions

(1) The contractual relationship is governed exclusively by Swiss law, excluding the conflict-of-law rules of private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is St. Gallen, Switzerland. The Provider is also entitled to bring proceedings at the Client's registered office.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. In place of the invalid or unenforceable provision, the permissible arrangement that comes closest to the economic purpose of the invalid provision is deemed agreed.

(4) Amendments and additions to these GTC and to the Main Agreement require text form; this also applies to any waiver of the text form requirement.

§ 15 Authoritative version

This English text is a translation provided for convenience. The German version of these general terms and conditions is authoritative; in the event of any discrepancy, the German text prevails.