General Terms and Conditions

1.1 These GTC govern all contracts between AITRONOS and natural or legal persons ("CUSTOMER") concerning software and SaaS services; AI-based systems, models, agents and automations; API, platform and cloud services; consulting, training, integration and support; and the granting of usage and promotional usage rights.

1.2 These GTC also apply to all future business relationships, even if not expressly referenced.

1.3 Deviating terms of the CUSTOMER do not apply unless AITRONOS expressly agrees in writing.

2.1 AITRONOS provides services in particular under the following models: SaaS / cloud services (multi-tenant or dedicated); licensed software (on-premise or hybrid); AI-supported systems (e.g. LLM-based assistants, agents, automations); API-based services; consulting; and customer-specific software development and professional services.

2.2 The specific scope of services is defined exclusively by the respective contract, offer, SLA, service description or product annex.

2.3 AITRONOS does not owe any specific economic or business success, but solely the contractually defined service.

3.1 SaaS services are provided via cloud infrastructure operated by or commissioned by AITRONOS.

3.2 AITRONOS may use subcontractors, cloud providers and AI model providers.

3.3 Any entitlement to specific computing locations exists only if expressly agreed (e.g. Switzerland / EU).

3.4 Maintenance windows, updates and further developments are part of SaaS operations and do not constitute defects.

4.1 AI-based services rely on probabilistic models. AI outputs may be erroneous, incomplete or inaccurate.

4.2 AITRONOS does not warrant the substantive accuracy, completeness or legal usability of AI outputs.

4.3 AI outputs do not constitute advice (in particular no legal, tax, medical or financial advice).

4.4 The CUSTOMER must independently review AI outputs before using or disseminating them.

4.5 Decisions with legal, economic or security-relevant effects must not be made solely on the basis of AI outputs unless expressly agreed contractually.

5.1 Customer data remains the exclusive property of the CUSTOMER.

5.2 AITRONOS uses customer data solely for contract performance, system stability, error analysis, and performance improvement in anonymised and aggregated form, unless excluded.

5.3 No customer data is used to train third-party foundation models unless expressly agreed.

5.4 The CUSTOMER warrants that it is entitled to use, process and transmit the data.

6.1 The CUSTOMER shall provide all required information, data, access and contacts in good time.

6.2 Delays or additional costs due to insufficient cooperation are borne by the CUSTOMER.

6.3 The CUSTOMER is responsible for the lawful use of the software and AI outputs.

7.1 Upon full payment, the CUSTOMER receives a non-exclusive, non-transferable and non-sublicensable right of use within the contractually agreed scope.

7.2 All intellectual property rights remain with AITRONOS.

7.3 Reverse engineering, model extraction, prompt mining or systematic output analysis for replication purposes are prohibited.

8.1 All intellectual property rights (including copyrights, neighbouring rights, database rights, inventions, know-how, trade secrets, models, algorithms, training methods, architectures, source and object code, prompts, workflows, configurations, documentation, and AI models and agents) in all services provided by AITRONOS or developed in the course of contract performance remain exclusively with AITRONOS.

8.2 This applies in particular to generic further developments; improvements, extensions and optimisations; insights derived from usage, feedback, logs or telemetry; generally usable components arising from customer projects; and AI models, agents, training pipelines, prompts, evaluation and control logic.

8.3 Subject to full payment, the CUSTOMER is granted only those usage rights expressly stipulated in the respective contract. No transfer of ownership of intellectual property occurs.

8.4 Unless otherwise agreed, customer-specific adaptations, configurations or extensions are deemed non-exclusive developments of AITRONOS and may be freely reused, further developed and deployed by AITRONOS in other products or customer projects.

8.5 The CUSTOMER grants AITRONOS a royalty-free, unlimited (in time and territory) right to use insights, ideas, concepts, feedback and experience gained from the cooperation in anonymised form for its own purposes.

8.6 Rights to customer data remain with the CUSTOMER.

9.1 If the contract concerns the development, adaptation or extension of software, SaaS or AI systems, the respective services are subject to acceptance by the CUSTOMER unless expressly agreed otherwise.

9.2 Acceptance is based on the contractually agreed service description, specification or scope (e.g. functional specification, statement of work, sprint definition).

9.3 AITRONOS shall notify the CUSTOMER in writing of readiness for acceptance ("notice of acceptance").

9.4 The CUSTOMER shall review the service within 14 calendar days after the notice of acceptance and either declare acceptance in writing, or notify material defects in writing with precise description.

9.5 Minor defects do not entitle the CUSTOMER to refuse acceptance and will be remedied by AITRONOS under warranty.

9.6 If no acceptance declaration or justified defect notice is made within the acceptance period, the service is deemed accepted ("deemed acceptance").

9.7 The service is also deemed accepted if the CUSTOMER uses the software productively, or if AI outputs or automations are used operationally.

9.8 After remediation of material defects, renewed acceptance is required only for the affected parts.

9.9 Upon acceptance the service is deemed contractually performed, the final invoice becomes due, the warranty period begins, and intellectual property remains with AITRONOS pursuant to Section 8 unless otherwise agreed individually.

9.10 Test, acceptance and validation data shall be provided by the CUSTOMER. The CUSTOMER is responsible for productive data.

10.1 Prices are net, exclusive of value-added tax.

10.2 SaaS fees are payable in advance unless agreed otherwise.

10.3 Late payment entitles AITRONOS to suspend services.

10.4 Default interest: 8% p.a.

11.1 Availability commitments apply only if an SLA is agreed.

11.2 No SLA applies in cases of force majeure, third-party provider outages, planned maintenance or security incidents.

12.1 AITRONOS warrants the contractual provision of the software.

12.2 No warranty is provided for AI outputs, third-party software, customer-side configurations or third-party integrations.

12.3 Warranty period: 6 months from delivery or provision.

13.1 AITRONOS is liable only for intent or gross negligence.

13.2 No liability for erroneous decisions based on AI outputs, loss of profit, indirect damages, or regulatory consequences arising from customer use.

13.3 Liability is in all cases limited to the annual contract value.

13.4 Liability for personal injury remains unlimited.

14.1 AITRONOS processes data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the GDPR. See our Privacy Policy.

14.2 AITRONOS does not owe regulatory compliance of the CUSTOMER's use (e.g. AI Act).

14.3 The CUSTOMER is solely responsible for its governance, human-in-the-loop processes and compliance.

15.1 Both parties undertake to keep all non-public information confidential.

16.1 SaaS contracts are concluded for an indefinite or fixed term as agreed.

16.2 Termination for cause remains reserved.

16.3 Upon termination, the right of use ends automatically.

17.1 Invalid provisions do not affect the validity of the remaining provisions.

17.2 An economically equivalent substitute provision shall be deemed agreed.

18.1 Governing law: Swiss law.

18.2 The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

18.3 Place of jurisdiction: registered office of aitronos AG.

18.4 Amendments require written form.

Use of our website and services is also subject to our Acceptable Use Policy, which forms an integral part of these GTC.