Terms and Conditions

1. Scope and contract documents

1.1 These general terms and conditions ("Terms") apply to all contracts between Evoya AI GmbH, Brunnenstrasse 27, 8610 Uster, Switzerland, UID CHE-236.338.302 ("Evoya AI"), and its customers for the use of the AI platform, APIs and integrations ("Platform") and for services such as consulting, workshops, training, implementation and development projects ("Services").

1.2 Our offering is directed exclusively at companies, self-employed persons, organisations, public bodies and educational institutions acting in the course of their business or professional activity ("Customer"). It is not directed at consumers. By concluding a contract, the Customer confirms that it is not acting as a consumer. Mandatory consumer protection law remains reserved where it nevertheless applies.

1.3 In the event of conflict, the following order of precedence applies: (1) individually signed contract or accepted quote, (2) service description and, where applicable, service level agreement (SLA), (3) data processing agreement (DPA), (4) these Terms, (5) the price list and documentation published on the website.

1.4 The Customer's general terms of business or purchase do not apply, even if Evoya AI does not expressly object to them or performs in the knowledge of them.

2. Definitions

• Users: the natural persons to whom the Customer grants access to the Platform (e.g. employees, teachers, pupils), including Power and Basic Users as per the price list.
• Customer Data: all data and content that the Customer or its Users enter into, upload to or connect with the Platform ("Inputs"), and the results generated from them by the Platform ("Outputs").
• AI Models: the language, image, speech and other models accessible via the Platform, both our own and those of third parties ("Model Providers").
• Credits: the billing unit for the use of AI functions as per the price list.

3. Conclusion of contract and trial

3.1 The contract is concluded by registering on the Platform and booking a subscription, by signing or accepting a quote in writing, or by Evoya AI confirming an order. Unless stated otherwise, quotes from Evoya AI are valid for 30 days.

3.2 Anyone concluding a contract on behalf of a Customer warrants that they are authorised to do so.

3.3 Evoya AI may offer a free trial (currently 14 days). The trial ends automatically and does not convert into a paid subscription without an active booking. Functionality may be limited during the trial. Evoya AI may end the trial at any time. After the trial, Customer Data may be deleted if no subscription is booked. To the extent permitted by law, Evoya AI accepts no liability for the trial.

4. Platform services

4.1 Evoya AI provides the Platform to the Customer as software-as-a-service via the internet. The scope of services is set out in the subscription booked, the price list and the documentation.

4.2 Evoya AI continuously develops the Platform and may change, add or replace functions provided the agreed scope of services is not materially impaired. Functions labelled "beta" or "preview" are provided without warranty and may be changed or discontinued at any time.

4.3 The range of AI Models depends on the Model Providers. Evoya AI may add models, replace them with equivalent ones or remove them, in particular if a Model Provider discontinues a model or changes its terms, or if legal, security or economic reasons so require. There is no entitlement to a specific model unless expressly agreed.

4.4 When connecting third-party systems (e.g. Microsoft 365, email, databases, websites), the Customer is responsible for the required licences, permissions and interfaces of those systems. Evoya AI is not responsible for changes to or outages of third-party systems.

4.5 Evoya AI may engage subcontractors and sub-processors to provide its services.

5. Account and users

5.1 The Customer provides true and complete information when registering and keeps it up to date.

5.2 The Customer is responsible for managing its Users, assigning roles and permissions and keeping access credentials confidential. It is liable for all actions taken via its accounts and ensures that its Users comply with these Terms. It notifies Evoya AI immediately of any suspected misuse.

5.3 Named-user licences may not be shared by several persons.

6. Acceptable use

6.1 The Customer uses the Platform only in accordance with these Terms, the documentation and applicable law. In particular, it is prohibited to

• create or distribute unlawful, infringing, discriminatory, pornographic, violence-glorifying or defamatory content,
• infringe third-party rights, in particular copyright, trademark, personality and data protection rights,
• create or distribute spam, malware, phishing or disinformation, or generate content for political election or referendum campaigns in a misleading manner,
• present Outputs as created solely by humans where this is misleading or a transparency obligation applies,
• use the Platform for practices prohibited under the EU AI Act or for high-risk applications without the required measures (e.g. social scoring, biometric categorisation, emotion recognition in the workplace or in educational institutions),
• use the Platform or its Outputs to develop or train competing foundation models or AI services,
• circumvent security mechanisms, overload the Platform, extract data automatically (scraping), decompile or reverse engineer it, except as permitted by law,
• resell, rent or offer the Platform as its own service to third parties without Evoya AI's written consent,
• violate the usage policies of Model Providers referred to by Evoya AI in the Platform or documentation.

6.2 Evoya AI may set fair-use limits (e.g. requests per unit of time) to ensure the stability of the Platform for all customers.

6.3 Where there is reasonable suspicion of a breach, Evoya AI may block content and temporarily suspend access in whole or in part. Evoya AI informs the Customer where permitted and lifts the suspension once the reason no longer applies. In the event of serious or repeated breaches, Evoya AI may terminate the contract without notice. The obligation to pay remains.

7. Specific AI provisions

7.1 Nature of AI: Outputs of AI Models are generated automatically on the basis of probabilities. They may be incorrect, incomplete, outdated, biased or unsuitable for the specific purpose, and may resemble outputs of other users. Evoya AI gives no warranty as to the accuracy, completeness, lawfulness or suitability of Outputs. Outputs do not constitute legal, tax, medical, financial or other professional advice.

7.2 Human review: The Customer reviews Outputs appropriately before any use, in particular before making decisions affecting individuals on the basis of Outputs or publishing Outputs. The Customer is responsible for the use of Outputs.

7.3 Model choice and location: The Platform shows for each AI Model in which country it is operated. The Customer decides which models it and its Users use and is responsible for ensuring that the transfer of Customer Data to the respective Model Provider and its country is lawful. This applies in particular to models whose providers are located in countries without an adequate level of data protection and which are labelled accordingly. The Customer can restrict the available models for its organisation.

7.4 Model Providers: When third-party models are used, Inputs are transmitted to them for processing. Model Providers may temporarily store Inputs and Outputs under their own terms, e.g. for abuse monitoring. Evoya AI selects Model Providers carefully but has no influence over their processing and accepts no responsibility for their availability, performance or compliance with their commitments.

7.5 No training on Customer Data: Evoya AI does not use Customer Data to train AI Models and connects third-party models exclusively via interfaces for which the providers commit in their terms not to use the data for training. Any deviation requires the Customer's express consent, e.g. for customer-specific fine-tuning.

7.6 Transparency towards third parties: If the Customer uses the Platform towards third parties, e.g. as a chatbot on its website or for answering emails, it is responsible for informing the persons concerned, as required, that they are interacting with an AI system or that content is AI-generated, and for complying with its obligations as deployer of an AI system.

8. Customer data and rights to output

8.1 The Customer retains all rights to its Customer Data. As between the parties, any rights in Outputs belong to the Customer. Evoya AI does not warrant that Outputs are protectable or that they do not infringe third-party rights.

8.2 The Customer grants Evoya AI the non-exclusive right, limited to the term of the contract, to store, process and transmit Customer Data to Model Providers and sub-processors to the extent necessary to provide the contractual services, for support, security and abuse prevention.

8.3 The Customer is solely responsible for its Customer Data. It warrants that it holds all rights, consents and legal bases required to enter and process them, in particular for personal data, sensitive personal data and data subject to professional or official secrecy. Evoya AI does not review the content of Customer Data.

8.4 Evoya AI may use technical usage and performance data as well as aggregated, anonymised statistics that do not allow conclusions to be drawn about the Customer, Users or the content of Customer Data for operating, billing and improving its services.

8.5 The Customer is responsible for backing up its Customer Data insofar as it is material to it. The Platform is not an archiving system for the purposes of statutory retention obligations.

8.6 Evoya AI may use feedback and suggestions from the Customer free of charge and without restriction.

9. Data protection and processing

9.1 Where Evoya AI processes personal data contained in Customer Data on behalf of the Customer, it acts as processor and the Customer as controller. Evoya AI's data processing agreement (DPA) applies and forms part of the contract; it is agreed by accepting these Terms unless the parties conclude an individual DPA.

9.2 Otherwise, Evoya AI processes personal data as controller in accordance with its Privacy Policy.

9.3 The parties comply with applicable data protection law, in particular the Swiss FADP and, where applicable, the GDPR.

10. Availability, maintenance and support

10.1 Evoya AI endeavours to ensure high availability of the Platform in line with the state of the art. A specific availability is only committed to if an SLA has been expressly agreed.

10.2 The following in particular do not count as downtime: scheduled maintenance, which is announced and carried out outside normal business hours where possible; urgent security measures; outages of Model Providers, hosting providers or the internet; and causes within the Customer's sphere of responsibility.

10.3 Unless otherwise agreed, support is provided by email or via the Platform during normal business hours (Monday to Friday, excluding public holidays in the Canton of Zurich).

11. Fees, credits and payment

11.1 The prices set out in the quote or in the price list valid at the time of booking apply. All prices are in Swiss francs (CHF) and exclusive of statutory VAT unless stated otherwise.

11.2 Subscription fees are payable in advance for each billing period. Additional credits and usage-based services are charged according to the price list. Unused credits expire at the end of the billing period or after the validity period stated in the price list and are not refunded.

11.3 Invoices are payable net within 30 days of the invoice date. For payment by credit card or via a payment service provider, the charge is made when due. After the payment deadline, the Customer is in default without reminder and owes default interest of 5% per annum.

11.4 If the Customer is more than 30 days in default of payment, Evoya AI may suspend access after prior notice until all amounts due have been paid. The obligation to pay continues during the suspension.

11.5 Evoya AI may adjust subscription prices with at least 60 days' notice effective from the start of a new billing period. If the Customer does not agree, it may terminate the subscription effective as of the price change. Evoya AI may pass on price changes by Model Providers for usage-based services and credit conversions with 30 days' notice.

11.6 Set-off against counterclaims is only permitted if they are undisputed or have been finally established by a court.

12. Term and termination

12.1 Unless otherwise agreed, subscriptions renew automatically for the billing period selected (e.g. one month or one year).

12.2 Monthly subscriptions may be terminated at any time effective at the end of the current billing period. Annual subscriptions and fixed-term contracts may be terminated with 90 days' notice effective at the end of the term. Termination is made via the Platform or in writing, including by email.

12.3 Reducing the number of Users or downgrading to a smaller plan takes effect from the next billing period. Upgrades take effect immediately and are charged pro rata.

12.4 The right of both parties to terminate without notice for good cause remains reserved. Good cause for Evoya AI exists in particular in the event of serious or repeated breaches of section 6, payment default of more than 30 days despite a reminder, or the Customer's bankruptcy or composition proceedings.

12.5 Fees paid in advance are not refunded upon termination, except where the Customer terminates without notice for good cause attributable to Evoya AI.

13. Consequences of termination

13.1 The right to use the Platform ends when the contract ends.

13.2 On request by the Customer, received no later than 30 days after the end of the contract, Evoya AI provides the Customer Data in a common electronic format. There is no entitlement to a specific format or to migration into third-party systems; effort beyond the usual scope may be charged.

13.3 After 30 days following the end of the contract, Evoya AI deletes the Customer Data unless there is a statutory retention obligation. Copies in backups are deleted in the regular backup cycle, no later than 60 days thereafter.

14. Services and projects

14.1 The scope, dates and remuneration of Services are set out in the quote or order. Unless a specific result has been expressly agreed, Evoya AI provides Services as a mandate under Art. 394 et seq. of the Swiss Code of Obligations (CO) and owes careful performance, not a specific result.

14.2 Time-and-materials services are charged at the agreed hourly rates according to time records. Cost estimates are non-binding unless a fixed price has been agreed. Evoya AI informs the Customer as soon as it becomes apparent that an estimate will be significantly exceeded. Unless otherwise agreed, expenses and travel time are charged separately.

14.3 The Customer supports Evoya AI in providing the Services, in particular by providing information, data, access, contact persons and decisions in good time. Delays and additional effort resulting from a lack of cooperation are borne by the Customer.

14.4 Where a work (e.g. a website or software) is owed, the Customer inspects it within 10 business days of delivery and reports material defects in writing. If no notice of defects is given within this period or the Customer puts the work into productive use, it is deemed accepted. Minor defects do not entitle the Customer to refuse acceptance.

14.5 Change requests after the order has been placed are recorded as additional services and charged separately unless otherwise agreed.

14.6 If the Customer cancels a firmly agreed workshop, training or appointment, the provisions of the quote apply. In the absence of such provisions, Evoya AI may charge 50% of the agreed remuneration for cancellations from 10 business days before the date and 100% from 3 business days before the date, plus costs already incurred. Rescheduling by agreement is generally possible.

15. Intellectual property and licence

15.1 All rights in the Platform, software, models, methods, templates, documentation, trademarks and other content of Evoya AI and its licensors remain with Evoya AI or its licensors.

15.2 Evoya AI grants the Customer, for the term of the contract, the non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own purposes within the scope booked. There is no entitlement to the source code.

15.3 For work results from Services created individually for the Customer and paid in full (e.g. concepts, prompts, configurations, custom code, websites), the Customer receives a perpetual, non-exclusive, transferable right of use, unless the transfer of all rights has been agreed. Evoya AI remains entitled to continue using pre-existing components, general know-how, methods and reusable building blocks.

15.4 Where work results contain open-source or third-party components, their licence terms apply.

16. Warranty

16.1 Evoya AI warrants that the Platform essentially provides the functions described in the documentation. The Customer reports defects promptly and in a reproducible manner. Evoya AI remedies reported, reproducible defects within a reasonable period, at its discretion by correction, workaround or provision of a new version.

16.2 If the defect is not remedied within a reasonable period and use is significantly impaired as a result, the Customer may request an appropriate reduction in fees for the duration of the impairment or terminate the affected contract without notice.

16.3 For works under section 14.4, the Customer is first entitled to rectification free of charge. If rectification fails twice, the Customer may request an appropriate price reduction or, in the case of material defects, withdraw from the affected part of the contract. The warranty period is 12 months from acceptance.

16.4 No warranty is given for the accuracy or suitability of AI Outputs (section 7.1), for services of Model Providers and third-party systems, for beta functions, for the trial, or for defects attributable to improper use, modifications by the Customer or third parties, or Customer Data. Further warranty claims are excluded to the extent permitted by law.

17. Liability

17.1 Evoya AI is liable without limitation for damage caused intentionally or through gross negligence, for personal injury and under mandatory statutory provisions, e.g. the Swiss Product Liability Act.

17.2 Otherwise, Evoya AI's total liability, on whatever legal basis, is limited per contract year to the amount of fees paid by the Customer for the affected service in the 12 months preceding the event giving rise to the damage.

17.3 To the extent permitted by law, liability is excluded for slight negligence, indirect and consequential damage, lost profit, unrealised savings, business interruption, reputational damage, third-party claims, and loss of or damage to data where the damage could have been avoided by appropriate backups by the Customer.

17.4 Evoya AI is not liable for damage resulting from the use of AI Outputs, from decisions the Customer makes on the basis of Outputs, from services, outages or data processing by Model Providers, hosting providers or third-party systems, from the models or server locations chosen by the Customer, or from use contrary to these Terms.

17.5 Liability for auxiliary persons, subcontractors and sub-processors is excluded to the extent permitted by law (Art. 101(2) CO).

17.6 These limitations of liability also apply in favour of Evoya AI's officers, employees and auxiliary persons.

18. Indemnification

The Customer indemnifies Evoya AI, its officers and employees against all third-party claims and proceedings by authorities, including reasonable legal defence costs, arising from the Customer or its Users using Customer Data unlawfully, infringing third-party rights, breaching section 6 or data protection law, or using Outputs unlawfully. Evoya AI informs the Customer promptly of any such claims and gives it the opportunity to defend itself.

19. Confidentiality

The parties treat all non-public information of the other party that is designated as confidential or recognisably confidential, including Customer Data, as confidential and use it only to perform the contract. They disclose it only to employees, subcontractors and advisors who need it to perform the contract and are bound accordingly. Statutory disclosure obligations and orders from authorities remain reserved. This obligation continues for 3 years after the end of the contract, and indefinitely for Customer Data and trade secrets.

20. References

Evoya AI may name the Customer's name and logo as a reference on its website, in presentations and in marketing materials. The Customer may prohibit this at any time in writing. Evoya AI only publishes further content such as case studies, quotes or project descriptions with the Customer's prior consent.

21. Force majeure

Neither party is liable for non-performance or delayed performance of its obligations to the extent caused by circumstances beyond its reasonable control, in particular natural events, pandemics, war, terrorism, cyber attacks despite appropriate protective measures, orders from authorities, export restrictions, strikes, failures of energy or communication networks, and outages or discontinuation of services by Model or hosting providers. If such an event lasts longer than 60 days, either party may terminate the affected contract.

22. Changes to these terms

Evoya AI may amend these Terms with effect for the future. Changes are communicated to the Customer by email or on the Platform at least 30 days before they take effect. If the Customer does not object in writing before they take effect, the changes are deemed accepted. In the event of an objection, the Customer may terminate the contract effective as of the change. Evoya AI points out this right and the consequences of silence in the notice. Changes that are exclusively in the Customer's favour or are required by mandatory law may take effect immediately.

23. Final provisions

23.1 Form: Amendments and additions to contracts and notices of termination must be made in writing. Email and declarations via the Platform satisfy the written form requirement.

23.2 Assignment: The Customer may only transfer rights and obligations under the contract with Evoya AI's written consent. Evoya AI may transfer the contract to a successor company or as part of a transfer of its business.

23.3 Notices: Notices to the Customer are sent to the email address stored in the account. Notices to Evoya AI are sent to [email protected] or to its postal address.

23.4 No waiver: A party's failure to enforce a right does not constitute a waiver of that right.

23.5 Severability: If any provision of these Terms is invalid or unenforceable, the validity of the remaining provisions is not affected. The invalid provision is replaced by a valid one that comes closest to its economic purpose.

23.6 Language versions: These Terms are available in German and English. In the event of discrepancies, the German version prevails.

23.7 Governing law: The contract is governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

23.8 Place of jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract is Uster, Canton of Zurich, Switzerland. Evoya AI is also entitled to sue the Customer at its registered office.