General Terms and Conditions (GTC) of Laixo AG (Laixo)

These General Terms and Conditions (hereinafter referred to as “GTC”) govern the contractual relationship between Laixo AG, Schaffhauserstrasse 331, 8050 Zurich (hereinafter referred to as “Provider” or “we”) and the customer (hereinafter referred to as “Customer” or “you”).

The most important points summarized

Services and contract duration

• You will receive a subscription (software rental, subscription).
• This begins on the agreed date and runs for a minimum of 12 months.
• The contract is automatically renewed for one year at a time unless written notice of cancellation is given 3 months prior to the end of the term.
• You must inform us if third parties access the software.

Payment and price adjustment

• Invoices are payable within 30 days.
• Prices can be adjusted once a year; if the increase is greater than 5%, you may terminate the contract without notice.

Data

• Your data remains your property.
• Customer data is stored and processed exclusively on servers in certified data centers within Switzerland.
• After the contract ends, you can export your data within 90 days, after which it will be deleted or anonymized.

Validity of the Terms and Conditions

These General Terms and Conditions apply to all business relationships between the provider and the customer, including all future business relationships, even if they are not expressly agreed upon again.

The contractual relationship is governed exclusively by these General Terms and Conditions and the respective individual contract. In addition, special terms and conditions may apply. If these special terms and conditions contain deviating provisions, they shall take precedence.

The customer’s terms and conditions are hereby rejected. These General Terms and Conditions also apply if the customer issues counter-confirmations referring to their own terms and conditions of business or purchase.

Deviations from these General Terms and Conditions are only valid if they are agreed upon in writing or confirmed in writing by the provider.

Prices and Payment

Prices are generally net prices plus statutory VAT, unless otherwise agreed.

Invoices are payable without deduction no later than 30 calendar days after the invoice date, unless otherwise stipulated in the individual contract. In case of late payment, the provider is entitled to suspend the use of services and to charge default interest and reminder fees.

The customer is only entitled to offset, withhold or reduce payment, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.

Ownership and reservation of rights

Until full payment of the owed remuneration, the supplier retains ownership of delivered goods and granted rights.

The customer undertakes to maintain the protection of the reservation of title and to inform the supplier immediately if third parties access the goods subject to reservation of title (the delivered products or granted rights that have not yet been paid for).

In the event of a breach of contract by the customer, the provider is entitled to repossess the goods subject to retention of title or to prohibit the use of the services and, if necessary, to demand assignment of the customer’s claims for surrender against third parties. Repossession and prohibition of use do not constitute a withdrawal from the contract.

Material and legal defects

The customer must report any defects in writing and in detail immediately upon discovery. Failure to comply with this obligation will preclude any warranty claims against the supplier.

Claims for defects become time-barred after a period of 12 months from the statutory commencement of the limitation period, insofar as legally permissible.

No claims exist in the case of only minor deviations, improper use or subsequent modification by the customer or third parties.

Remedying Defects

The supplier can choose to either deliver replacement goods or make improvements.

Multiple attempts at rectification are permitted. Only if subsequent performance ultimately fails can a price reduction or contract termination be claimed.

No further claims for defects exist, in particular no reimbursement of expenses incurred in remedying defects by third parties without prior consent.

Contract duration and contract end

Provision of contractually agreed services for a subscription service (software rental) begins on the date specified in the individual contract and continues for the agreed duration, but for a minimum of 12 months.

Ordinary termination is excluded during this minimum term. The contract is automatically renewed for one year unless terminated in writing three months prior to the end of the respective term.

Upon termination of the contract, the right to use the subscription expires.

Data

Property

All rights, titles, and interests in the data provided, entered, or generated by the customer in connection with the use of the service, including backups and metadata (“Customer Data”), remain exclusively with the customer. The provider acquires no ownership rights to the Customer Data.

Right of use

The customer grants the provider a non-exclusive, non-transferable right to store, process and use customer data for the duration of the contract, insofar as this is necessary to

• to provide the agreed services,
• to ensure the operation, maintenance, and technical support of the services, in particular system monitoring
• to ensure the security and integrity of the systems, in particular for error analysis and troubleshooting (debugging)

The provider is entitled to create and use aggregated and anonymized data derived from customer data, provided that no conclusions can be drawn about the customer or individual users.

This data may be used in particular for:

• Statistical evaluations
• Product improvements
• Development, improvement, and training of algorithms and models, especially artificial intelligence (AI)
• Benchmarking analyses

Data storage and location

Customer data is stored and processed exclusively on servers in certified data centers within Switzerland.

The provider ensures that data processing is carried out in accordance with the Swiss Federal Act on Data Protection (FADP). Data will not be transferred abroad unless absolutely necessary for the provision of specific support services and in compliance with statutory safeguards (e.g., standard contractual clauses).

The data centers have recognized security certifications (e.g., ISO 27001 or equivalent) and guarantee physical and logical protection against unauthorized access.

Data backup

The provider performs regular backups of the data stored in the system according to industry standards.

However, the customer remains responsible for backing up their data outside of the service.

Data export (Portability)

The customer may export their customer data in a common, machine-readable format or request an export during the contract period and within the export period after termination of the contract.

Data retention

Customer data is stored for the duration of the contractual relationship.

After termination of the contractual relationship, the provider offers the customer the option to export their data for a period of 90 days or will export the data in a common, machine-readable format upon the customer’s request. After this period, customer data cannot be recovered.

Deletion of data

After the export period expires, the provider will irrevocably delete or anonymize the customer data, unless legal retention obligations prevent this.

Data may remain stored in backup systems for a limited period and will be removed from there as part of the regular deletion cycles.

Payment terms and price adjustments

The customer agrees to pay the subscription price for the contractually agreed services annually in advance.

The provider reserves the right to increase the subscription price for the first time after 12 months and at most once a year, with a notice period of 3 months to the end of the month. If the annual fee increases by more than 5%, the customer is entitled to terminate the contract with six weeks’ notice after receiving notification of the price increase, effective on the date the increase takes effect.

Upon full payment, the customer is granted a non-exclusive, non-transferable right to use the software.
The right of use is limited to the scope defined in the contract. Any transfer or reproduction without the provider’s written consent is prohibited.

Liability

The provider is liable for damages only in cases of intent or gross negligence.

Liability for ordinary negligence is excluded to the extent permitted by law, in particular for indirect damages, lost profits, data loss, and business interruption.

For damages resulting from injury to life, body, or health, the statutory provisions apply.

Jurisdiction and applicable law

The exclusive place of jurisdiction is Zurich, unless mandatory legal provisions stipulate otherwise.

Swiss law applies exclusively, excluding the conflict-of-laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

Other provisions

The customer is obligated to promptly notify the company of any changes to their company or organization, legal form, or contact details.

Export and customs regulations must be observed by the customer.

Costs incurred through cross-border services (e.g., customs duties, fees) are borne by the customer.

The provider reserves the right to adapt these terms and conditions to changed circumstances, particularly technical or legal ones, at any time.