Terms & Conditions

These General Terms and Conditions are available in German and English. The English version is provided for convenience only. In the event of any discrepancy, the German version shall prevail.

Provider:

Alevora LLC
1621 Central Ave
Cheyenne, WY 82001
United States

hereinafter referred to as the "Provider".

1. Scope of Application

These General Terms and Conditions ("GTC") apply to all business relationships between Alevora LLC (hereinafter the "Provider") and its customers (hereinafter the "Customer"), unless otherwise expressly agreed in writing.

The Provider's services are intended exclusively for businesses and not for consumers.

These GTC apply in particular to Managed Pre-Sales, sales and go-to-market related services, automation and technical services, as well as web design, web development, hosting and related services.

The specific scope of services is determined by the respective proposal, order form, agreement or other written arrangement between the Provider and the Customer.

Any deviating or additional terms of the Customer shall apply only if expressly accepted in writing by the Provider.

2. Conclusion of Contract

Offers made by the Provider are non-binding unless expressly designated as binding.

A contract is concluded once the Customer accepts an offer or order form of the Provider in writing or electronically, or once the Provider confirms an order from the Customer in writing or electronically.

If, at the Customer's express request, the Provider begins performing services prior to formal acceptance or order confirmation, the contract shall be deemed concluded upon commencement of service delivery.

These GTC form part of the contract if they have been made available to the Customer before or at the time of conclusion of the contract or are incorporated by reference in the offer, order form or other contractual document.

The nature and scope of the services owed are determined by the respective offer, order form or other individual written agreement, supplemented by these GTC.

In the event of any conflict, individual agreements between the Provider and the Customer shall take precedence over these GTC.

3. Services

The Provider offers services in particular in the following areas:

Managed Pre-Sales and Sales Support

• inbox and reply management via agreed communication channels,
• qualification of leads and prospects based on agreed criteria,
• handling of conversations and execution of structured follow-ups,
• appointment scheduling and coordination of meetings,
• documentation and maintenance of relevant information in CRM systems,
• operational execution and support of roundtable, event and comparable sales campaigns.

Go-to-Market, Automation and Technical Services

• setup, adjustment and operation of workflows and automations,
• CRM-related services and data processes,
• technical integration and configuration of third-party tools and interfaces,
• setup and support of go-to-market and pre-sales processes.

Web and Digital Services

• web design and web development,
• hosting and technical infrastructure,
• domain registration and management,
• maintenance, support and ongoing technical services,
• graphic design and print preparation.

The specific scope of services, communication channels, systems and tools used, as well as any performance targets, capacities, deadlines or other project-specific conditions, are determined exclusively by the respective offer, order form or other individual written agreement.

Unless expressly agreed otherwise in writing, the Provider owes the professional performance of the agreed services, but not any specific commercial, sales, technical or marketing outcome.

In particular, no guarantee is given regarding the number or quality of replies, qualified leads, scheduled or attended meetings, sales opportunities, contract conclusions or revenues.

4. Customer Cooperation Obligations

The Customer shall provide the Provider in a timely manner with all information, documents, content, data, access rights, approvals and other prerequisites required for the proper performance of the agreed services.

For Managed Pre-Sales and sales-related services, this includes, where relevant to the respective engagement, in particular:

• sufficient and suitable lead or prospect data and campaign capacity,
• information on the ideal customer profile (ICP), target groups, offers and qualification criteria,
• agreed messaging, communication and brand guidelines,
• required access rights and permissions to email accounts, LinkedIn accounts, CRM systems, calendars and other platforms and tools used,
• current and accurate information regarding availability, offers, prices and other circumstances relevant to communication with prospects,
• required decisions, approvals and feedback within a reasonable period.

The Customer is responsible for ensuring that all information and data provided are accurate, complete and up to date, and that it is entitled to provide and use the supplied content, data, accounts and access rights to the extent required.

The Customer shall ensure that its contact, company, billing and delivery information required for contract administration remains current and accurate and shall inform the Provider of relevant changes without undue delay.

Delays, service limitations or reduced performance caused by delayed, incomplete, incorrect or omitted cooperation by the Customer, insufficient or unsuitable lead data, lack of campaign capacity or missing technical prerequisites shall not constitute a breach of duty by the Provider.

Agreed deadlines, service periods or performance targets shall be extended or adjusted to a reasonable extent insofar as they are affected by such circumstances.

If the Provider incurs additional effort due to a breach of the Customer's cooperation obligations, such additional effort may be charged separately following prior notice to the Customer, unless otherwise agreed.

5. Acceptance of Project Deliverables

Where the agreed service includes the creation of a specific work product or other deliverable subject to acceptance, in particular in the areas of web design, web development, automation or comparable project work, the Customer shall review the result after delivery and notify the Provider in writing or electronically of any material defects without undue delay.

If no notice of material defects is given within ten (10) calendar days after delivery, the service shall be deemed accepted, provided that the Provider has informed the Customer of this consequence upon delivery.

Acceptance shall also be deemed to have occurred if the Customer uses the delivered service in production, provided no material defects exist.

Material defects are defects that materially impair the agreed primary functionality and are objectively reproducible. Subjective deviations, particularly regarding design, taste or presentation, do not constitute material defects provided the agreed specifications have been met.

Minor defects do not entitle the Customer to refuse acceptance. In the event of justified defects, the Provider shall first be given the opportunity to remedy them within a reasonable period.

Unless otherwise agreed, websites are optimized for current, commonly used browsers and devices at the time the services are rendered. Compatibility with outdated browser versions, uncommon systems or special devices is owed only if expressly agreed.

For graphic and print work, the Customer shall carefully review print files, proofs and control documents before approval. By granting print approval, the Customer assumes responsibility for the approved content and design. The Provider shall not be liable after approval for errors that would have been identifiable through proper review prior to approval.

Ongoing services, in particular Managed Pre-Sales, sales support, hosting, maintenance, support and ongoing technical or operational services, are not subject to acceptance unless expressly agreed otherwise in writing.

6. Third-Party Providers, Platforms and Technical Services

Where the Provider uses third-party providers, platforms, software, interfaces, hosting, domain, cloud or other technical services for the performance of its services, or performs services through such systems, the technical requirements and terms of the respective third parties shall apply additionally.

This includes in particular CRM systems, email and communication services, professional networks, outreach and sales tools, automation platforms, calendar services, cloud services, hosting providers, domain registrars and comparable systems.

The Customer acknowledges that the availability, functionality and technical framework of such third-party services are partly outside the Provider's direct control.

To the extent permitted by law, the Provider shall therefore not be liable for service limitations or delays caused by outages, disruptions, maintenance, API changes, functionality changes, rate limits, account restrictions or other changes at third-party providers that are not attributable to the Provider.

The Provider shall take reasonable and appropriate measures to minimize the impact of such disruptions on the agreed services.

Continuous or completely error-free availability of third-party systems or technical infrastructure is not guaranteed unless a specific service level has been expressly agreed in writing.

Where the Provider selects suitable third parties in connection with the agreed services, the Provider may replace them where objectively necessary, provided that this does not materially impair the agreed service for the Customer.

6.1 Hosting and Domains

Unless otherwise agreed in writing, the minimum term for hosting and domain services is twelve (12) months.

At the end of each contractual period, the service shall automatically renew for a further twelve (12) months unless terminated in writing or electronically at least thirty (30) calendar days before the end of the respective contractual period.

The general termination provisions under Section 9 apply to hosting and domain services only to the extent that no deviating provision is set out in this Section or in an individual agreement.

Where domains are registered or managed on behalf of the Customer, the terms of the relevant registry or registrar shall additionally apply. The Customer is responsible for the accuracy and currency of the information required for registration.

Upon termination of the relevant technical services, the Provider shall, at the Customer's request, provide reasonable assistance with the transfer of domains, hosting or other technical infrastructure. Additional effort arising from such transfer may be charged unless otherwise agreed.

Following termination of hosting or comparable technical services, the Provider may deactivate the relevant services and access rights after a reasonable period.

The Customer is responsible for timely backup of its data unless data backup or retention by the Provider has been expressly agreed.

The Provider shall have no further retention obligation except to the extent required by law.

7. Communication and Acting on Behalf of the Customer

Where this forms part of the agreed services, the Customer authorizes the Provider to act and communicate on behalf of the Customer, within the agreed scope, through accounts, systems and communication channels provided or approved by the Customer.

This may include, in particular, handling and responding to incoming messages, contacting prospects, carrying out follow-ups, qualifying leads and prospects, coordinating and scheduling appointments, and documenting related activities in the systems used.

The Provider shall act in accordance with the guidelines agreed with the Customer, in particular regarding target groups, qualification criteria, messaging, tone of voice, offers, scheduling and escalation rules.

Within this agreed framework, the Provider may independently make operational decisions insofar as this is required for ongoing service delivery.

Without an express corresponding authorization, the Provider is not entitled to issue legally binding offers, conclude contracts, make binding commitments regarding prices or other material contractual terms, or otherwise enter into legal obligations on behalf of the Customer.

The Customer shall inform the Provider without undue delay of changes relevant to communication with prospects or the performance of the agreed services. This includes in particular changes to offers, prices, availability, target groups, qualification criteria, communication guidelines or internal responsibilities.

The Provider may escalate unclear, unusual or out-of-scope requests to the Customer or suspend their handling until clarification has been obtained.

7.1 Permitted Use and Compliance

The Customer may not instruct the Provider, or use the Provider's services, to carry out unlawful, misleading, discriminatory, abusive or otherwise impermissible communication or business practices.

The Customer is responsible for ensuring that campaigns, offers, target groups, content and communication foundations specified by the Customer may lawfully be used for their intended purpose.

The Provider may refuse, suspend or escalate individual contacts, communication activities or other actions if there are reasonable doubts regarding their legality or permissibility.

Objections, opt-outs or comparable clear refusals by recipients shall be respected in accordance with applicable legal and contractual requirements.

8. Fees and Payment Terms

Fees are determined by the respective offer, order form, agreement or other individual written arrangement.

Services may in particular be agreed as one-off project fees, recurring monthly fees, usage- or performance-based fees, or a combination of different remuneration models.

Ongoing services, in particular Managed Pre-Sales, hosting, maintenance, support and comparable managed services, shall be invoiced in advance for the respective agreed billing period unless otherwise agreed in writing.

One-off project services shall be invoiced according to the payment schedule set out in the relevant offer. In the absence of a specific agreement, the fee shall be due upon invoicing.

Variable or performance-based compensation, including fees for scheduled appointments, sales opportunities, referred business or other defined outcomes, shall be owed only where and to the extent expressly agreed in writing.

The conditions for accrual and calculation of such compensation shall be governed by the respective individual agreement.

Invoices shall be paid without deduction within the payment term specified on the invoice or in the individual agreement. If no specific payment term is stated, the payment term shall be ten (10) calendar days from the invoice date.

Unless otherwise stated, all prices are exclusive of legally applicable taxes, duties, third-party fees and expenses.

If the Customer defaults on a due payment, the Provider may, after reasonable reminder, temporarily suspend further service delivery until all outstanding amounts have been paid in full.

The Customer's payment obligations and agreed recurring fees remain unaffected insofar as the suspension of services was caused by the Customer's payment default.

Reasonable and documented costs incurred by the Provider as a result of payment default may be charged to the Customer to the extent permitted by law.

Where additional services, additional effort or other work are not already covered by an individual fee arrangement, such services shall be charged based on actual time spent at a standard hourly rate of CHF 120, unless a different hourly rate has been expressly agreed in writing.

9. Term and Termination

The term of the contract, any minimum terms and termination periods are determined by the respective offer, order form, agreement or other individual written arrangement.

Unless otherwise agreed for an ongoing service, the contract is concluded for an indefinite period and may be terminated by either party with thirty (30) days' written or electronic notice.

The special provisions under Section 6.1 apply additionally to hosting and domain services.

Agreed minimum terms remain unaffected by ordinary termination. Any ordinary notice of termination given during a minimum term shall take effect at the end of that minimum term unless otherwise agreed.

The right of either party to terminate for cause remains unaffected.

Cause shall exist in particular where the other party materially breaches a contractual obligation and fails to remedy that breach within a reasonable period following written notice, provided that remedy is possible and reasonable.

The Provider may in particular terminate the contract for cause or suspend affected services where continued performance cannot reasonably be expected due to unlawful, misleading, abusive or otherwise unacceptable instructions or conduct by the Customer.

Termination does not affect payment claims accrued up to the effective termination date or claims that, under an individual agreement, become due only after termination.

Ongoing operational activities shall cease on the agreed effective termination date.

Where required and agreed, the Provider shall provide reasonable assistance with an orderly handover. Any handover or migration effort exceeding the agreed scope may be charged separately.

10. Changes to Scope and Additional Services

The agreed scope of services is determined by the respective offer, order form, agreement or other individual written arrangement.

Changes or extensions to the agreed scope require mutual coordination and may result in adjustments to fees, capacity, service periods or other contractual conditions.

The following in particular may constitute an extension of scope where added or materially increased:

• communication channels,
• accounts, senders or user profiles,
• campaigns, target groups or ideal customer profiles (ICP),
• lead, message, conversation or follow-up volume,
• languages or markets,
• reporting, CRM or documentation requirements,
• roundtable, event or comparable operational services,
• workflows, automations, integrations or technical requirements,
• coordination, support or other operational effort.

If the Provider determines that a requested change or sustained increase in volume materially exceeds the agreed scope, the Provider shall inform the Customer and, where appropriate, propose a corresponding adjustment to scope or fees.

Additional services shall be provided only after the Customer has approved the relevant extension, unless the ongoing collaboration requires short-term action and prior approval cannot reasonably be obtained.

In such case, the Provider shall inform the Customer as soon as possible of the additional effort incurred or expected.

Costs for additional software, licences, data, credits, third-party tools or other external services required as a result of a Customer-requested extension or change shall be borne by the Customer unless expressly agreed otherwise.

Minor adjustments within the agreed scope that do not result in material additional effort shall not be treated as changes to scope.

11. Intellectual Property and Rights of Use

11.1 Customer Materials and Data

All trademarks, logos, content, offers, customer and prospect data, lead lists, CRM data, business documents and other materials provided by the Customer or made accessible to the Provider in connection with service delivery remain the property of, or subject to the rights of, the Customer or the relevant rights holder.

The Customer grants the Provider the rights of use required for the duration and scope of the agreed service delivery.

11.2 Provider Intellectual Property

All systems, workflows, automations, templates, scripts, prompts, prompt libraries, skills, agents, agent instructions, configurations, logic, methods, processes, concepts, frameworks, know-how, tools and other work resources independently developed or used by the Provider remain the intellectual property of the Provider, regardless of whether they existed prior to the collaboration or were developed, further developed, configured or adapted in connection with the service delivery.

This applies in particular to internal technical and operational systems used for automation, data processing, research, qualification, communication, decision support, documentation and delivery of the agreed services.

Engaging the Provider or paying for its services does not result in any transfer of such rights to the Customer.

11.3 Work Products and Deliverables

Where specific work products are created and delivered to the Customer as part of the agreed services, the Customer shall, following full payment of the applicable fees, receive the rights of use required for the agreed purpose, unless otherwise agreed in writing.

Any components of the Provider's intellectual property under Section 11.2 that are included in or underlying such work products remain unaffected.

11.4 Customer-Specific Developments

Where individual websites, designs, automations, integrations, workflows or other technical or creative results are developed for the Customer, the scope of transferred rights of use shall be determined by the applicable individual agreement.

Without express written agreement, no exclusive rights, ownership rights in underlying systems or methods, or rights in reusable components of the Provider are transferred.

11.5 Reuse of Know-How

The Provider remains entitled to reuse general know-how, experience, methods, processes, technical approaches and non-customer-specific components developed, improved or applied during service delivery for other customers and its own purposes, provided no confidential information or protected Customer materials are disclosed or used.

11.6 Third-Party Rights

Where work products contain third-party components, software, fonts, images, data, plugins, libraries, templates or other materials, the applicable licence and usage terms of the relevant rights holders shall additionally apply.

12. Confidentiality

12.1 Confidential Information

The parties undertake to keep confidential all non-public information of the other party made available to them in connection with the business relationship and to use such information solely for the performance of the agreed services.

Confidential information includes in particular trade and business secrets, customer and prospect data, lead lists, CRM data, communication content, access credentials, prices and terms, offers, internal documents, strategies, sales and marketing materials, technical information, processes and other information that is designated or reasonably recognizable as confidential.

12.2 Confidential Information of the Provider

The Provider's confidential information includes in particular its non-public systems, workflows, automations, templates, scripts, prompts, prompt libraries, skills, agents, agent instructions, configurations, logic, methods, processes, concepts, frameworks, technical architectures, know-how and other internal work resources.

The provisions on intellectual property and rights of use under Section 11 remain unaffected.

12.3 Protection and Access

The parties shall implement appropriate technical and organizational measures to protect confidential information against unauthorized access, loss, misuse or disclosure.

Confidential information may be made available only to employees, contractors, subcontractors or other assistants who require such information for performance of the agreed services and who are themselves subject to appropriate confidentiality obligations.

12.4 Permitted Disclosure

The confidentiality obligations do not apply to information that:

• was already publicly known at the time of disclosure or later becomes publicly known without breach of this agreement,
• was demonstrably already lawfully known to the receiving party,
• was lawfully disclosed by an authorized third party without confidentiality obligation,
• was independently developed by the receiving party without use of confidential information, or
• must be disclosed pursuant to applicable law, regulatory order or final court decision.

Where legally permissible, the party required to disclose such information shall inform the other party before disclosure.

12.5 Credentials and Sensitive Information

Credentials, passwords, API keys, authentication information and comparable security-sensitive information shall be handled with particular care and may be used solely to the extent required for performance of the agreed services.

The Provider may use suitable password managers, authentication systems, automation systems, cloud services or other technical systems for secure service delivery, provided such use complies with applicable data protection and security requirements.

12.6 Return and Deletion

Following termination of the collaboration, confidential information of the other party shall, upon reasonable request, be returned or deleted unless statutory retention obligations, legitimate documentation or evidentiary interests, or technical backups prevent immediate deletion.

The obligation to return or delete does not extend to the Provider's own systems, methods, work resources or other intellectual property under Section 11.

12.7 Survival

The obligations under this Section survive termination of the business relationship for as long as and to the extent that the relevant information has not lawfully entered the public domain.

13. Data Protection and Processing on Behalf of the Customer

13.1 Compliance with Data Protection Law

The parties undertake to comply with all applicable data protection laws.

The Provider processes personal data only to the extent necessary for performance of the agreed services or otherwise legally permitted.

13.2 Customer Responsibility

Where the Customer provides the Provider with personal data, including customer, lead, prospect, employee or contact data, or grants access to corresponding data in CRM, email, communication, calendar or other systems, the Customer is responsible for ensuring that the collection, provision and intended processing of such data in connection with the agreed services is lawful.

This applies in particular to lead and prospect data, target groups, contact lists and other personal information provided by the Customer.

13.3 Processing on Behalf of the Customer

Where the Provider processes personal data solely on behalf of and in accordance with the Customer's instructions, and where applicable data protection law requires a data processing agreement, the parties shall enter into a separate data processing agreement.

Such agreement may in particular govern the subject matter and duration of processing, nature and purpose of processing, categories of data subjects and personal data, instruction rights, technical and organizational measures, subprocessors, and return and deletion of data.

13.4 Provider's Own Data Processing

Where the Provider processes personal data for its own purposes, in particular for contract administration, invoicing, communication with the Customer, compliance with legal obligations or legitimate business interests, such processing is carried out under the Provider's own responsibility in accordance with applicable law and the Provider's privacy policy.

13.5 Service Providers and Subcontractors

The Provider may use suitable service providers and subcontractors to perform its services, including providers of CRM, communication, automation, cloud, hosting, analytics, data processing and other technical services.

Where such service providers process personal data on behalf of the Provider, the Provider shall, within the requirements of applicable law, ensure that appropriate data protection agreements and safeguards are in place.

13.6 International Data Processing

The Customer acknowledges that, depending on the systems and service providers used, personal data may also be processed outside Switzerland or the European Economic Area.

Where legally required and where selection or engagement of the relevant service provider falls within the Provider's responsibility, the Provider shall ensure appropriate safeguards for such data transfers.

13.7 Technical and Organizational Measures

Taking into account the nature of the personal data, purpose of processing and associated risks, the Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, alteration, misuse or unlawful disclosure.

13.8 Data Breaches

Where the Provider becomes aware, in the context of processing on behalf of the Customer, of a personal data breach affecting Customer personal data, the Provider shall inform the Customer without undue delay to the extent required by applicable law.

The parties shall reasonably cooperate as required in fulfilling statutory information, access and notification obligations.

13.9 Privacy Policy

Further information on the Provider's processing of personal data is set out in the Provider's current privacy policy.

14. Liability and Limitation of Liability

14.1 General Liability

The Provider shall be liable for damages caused by intentional or grossly negligent breach of its contractual obligations.

To the extent permitted by law, liability for ordinary negligence is excluded.

Mandatory statutory liability provisions remain unaffected.

14.2 No Liability for Commercial or Sales Outcomes

Unless expressly agreed otherwise in writing, the Provider does not warrant or assume liability for achieving any specific commercial, sales, technical or marketing outcome.

In particular, the Provider shall not be liable for:

• any specific number or rate of replies, qualified leads or scheduled appointments,
• attendance or non-attendance of prospects at scheduled meetings,
• creation of sales opportunities, conclusion of contracts or generation of revenue,
• length of sales cycles or decisions by prospects,
• decisions, acts or omissions of the Customer or its employees after handover of a lead or prospect to sales.

14.3 Conduct and Decisions of Third Parties

The Provider shall not be liable for acts, decisions, statements or omissions of leads, prospects, customers of the Customer or other third parties where such matters are outside the Provider's control.

This applies in particular to cancellations, no-shows, false or incomplete information, changes in purchase intent and decisions regarding commencement, continuation or termination of business relationships.

14.4 Customer-Provided Content, Data and Instructions

The Provider shall not be liable for damages or claims arising from incorrect, incomplete, outdated or unlawfully provided information, data, content, lead lists, offers, instructions or directives of the Customer, provided the Provider did not know and could not reasonably have been expected to know of their incorrectness or unlawfulness.

The Customer's cooperation obligations under Section 4 remain unaffected.

14.5 Third-Party Providers and Technical Systems

The provisions of Section 6 apply to outages, disruptions, restrictions or changes affecting third-party systems and technical services.

The Provider shall in particular not be liable for resulting impairments to the extent that they lie outside the Provider's responsibility and control and are not attributable to the Provider.

14.6 Indirect and Consequential Damages

To the extent permitted by law and provided no case of intent or gross negligence under Section 14.1 applies, the Provider shall not be liable for indirect or consequential damages, including lost profits, lost business opportunities, loss of revenue or data, or reputational damage.

14.7 Liability Cap

To the extent permitted by law and provided no case of intent or gross negligence under Section 14.1 applies, the Provider's total liability arising out of or in connection with the relevant contractual relationship, regardless of legal basis, shall be limited to the fees actually paid by the Customer to the Provider under the relevant contractual relationship during the twelve (12) months immediately preceding the event giving rise to liability.

If the contractual relationship has existed for less than twelve (12) months at the time of the event giving rise to liability, liability shall be limited accordingly to the fees actually paid up to that time.

The limitation of liability does not apply where liability cannot be limited or excluded under mandatory law.

14.8 Mitigation of Loss

In the event of loss or damage, the parties shall take reasonable and appropriate measures to prevent further damage or mitigate its extent.

15. Force Majeure and Other Impediments to Performance

15.1 Force Majeure

Neither party shall be liable for delayed or failed performance of contractual obligations to the extent caused by events or circumstances beyond its reasonable control that could not have been prevented or overcome despite reasonable care.

Such events include in particular natural events and natural disasters, fire, flooding, epidemics or pandemics, war, terrorism, civil unrest, governmental measures, strikes or other substantial work interruptions, power or internet outages, major failures or damage to essential technical infrastructure, and comparable extraordinary events.

15.2 Third-Party Providers and Platforms

Where an impediment to performance results from outages, disruptions, restrictions or changes affecting third-party systems, platforms or technical services, the provisions of Section 6 apply additionally.

15.3 Information and Mitigation Obligations

The affected party shall inform the other party of any material impediment to performance and its expected impact as soon as reasonably possible under the circumstances.

The affected party shall take reasonable and appropriate measures to minimize the impact of the impediment and resume performance of the agreed services as soon as reasonably possible.

15.4 Effect on Deadlines and Performance Targets

Where performance of the agreed services is temporarily impossible or restricted due to an event under this Section, affected deadlines and service periods shall be extended to a reasonable extent.

During the duration of such impediment, no liability shall arise for resulting delays, service failures or failure to achieve affected performance targets, provided the impediment is not attributable to the affected party.

15.5 Prolonged Impediments

If a material impediment continues for more than thirty (30) consecutive calendar days and continuation of the contract becomes unreasonable for either party as a result, either party may terminate the directly affected services for cause in writing or electronically.

Services properly performed and payment claims accrued prior to the occurrence of the impediment remain unaffected.

16. Employees, Subcontractors, Agents and Technical Tools

16.1 Use of Employees and Third Parties

The Provider may use its own employees, freelancers, subcontractors and other suitable agents to perform the agreed services unless expressly agreed otherwise in writing.

16.2 Use of Automation and Artificial Intelligence

The Provider may use suitable technical tools, software, automations and systems or applications based on artificial intelligence (AI) to support service delivery.

This may include in particular support with research, data processing, qualification, analysis, documentation, preparation and drafting of communication, workflow execution and other operational activities.

The use of such systems does not alter the Provider's responsibility for contractual performance of the agreed services.

Where personal data or confidential information is processed, Sections 12 and 13 apply additionally.

16.3 Provider Responsibility

The Provider remains responsible to the Customer for contractual performance of the agreed services unless otherwise provided by law or contract.

16.4 Access to Customer Systems and Confidential Information

Where persons, companies or technical systems used in service delivery require access to Customer accounts, systems, personal data or confidential information, the Provider shall limit such access to the extent required for performance of the agreed services and implement appropriate measures to protect such information.

The Provider shall ensure appropriate confidentiality and data protection obligations for employees, freelancers, subcontractors and other agents.

Sections 12 and 13 remain applicable.

16.5 Operational Organization

Selection, allocation and internal organization of the persons, systems and work resources used for service delivery are at the Provider's discretion unless otherwise expressly agreed in writing or a specific person has been designated as an essential component of the agreed service.

17. Final Provisions

17.1 Amendments and Supplements

Amendments and supplements to individual agreements between the parties must be made in writing or electronically unless otherwise expressly agreed.

This also applies to any waiver or amendment of these formal requirements.

17.2 Electronic Communication

Where these GTC or an individual agreement require written notice or written form, traceable electronic communication, in particular by email or through a communication or contracting system used by the parties, shall be sufficient to the extent permitted by law and unless otherwise agreed.

17.3 Assignment of Contract

The Customer may not transfer all or part of its rights and obligations under the contractual relationship to third parties without the Provider's prior consent.

The Provider may transfer the contractual relationship or individual rights and obligations thereunder to an affiliated or acquiring entity in connection with a restructuring, legal succession, transfer of business operations or comparable corporate change, provided that the legitimate interests of the Customer are not materially impaired.

17.4 Order of Precedence

In the event of conflict between different contractual documents, individual written agreements, contracts, order forms or offers shall take precedence over these GTC.

More specific provisions take precedence over more general provisions.

17.5 No Waiver by Failure to Exercise Rights

Failure or delay by either party to exercise a contractual right shall not constitute a waiver of that right.

17.6 Severability

If any provision of these GTC is or becomes wholly or partially invalid, void or unenforceable, the validity of the remaining provisions shall remain unaffected.

To the extent legally permissible, the invalid, void or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original provision.

The same applies to any contractual gaps.

18. Governing Law and Jurisdiction

18.1 Governing Law

All contractual relationships between the Provider and the Customer, as well as these GTC, shall be governed exclusively by Swiss law, excluding its conflict of laws rules.

18.2 Jurisdiction

To the extent legally permissible, the courts of Zurich, Switzerland shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship between the Provider and the Customer.

Personal data is processed in accordance with the Provider's Privacy Policy.