General Terms and Conditions

1. Definitions

In these GTC: "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Authorized Users" means the individuals the Customer authorises to access and use the Software under the Customer's licences. "Confidential Information" means the existence and content of the agreement and any non-public information of either Party disclosed in connection with it. "Customer" means the legal entity that enters into an Order Form with, or otherwise subscribes to or uses the Services from, the Supplier. "Customer Data" means the data the Customer or its Authorized Users connect, input, process or analyse using the Software. "Customer Environment" means the infrastructure and software on which the Software is installed and operated for the Customer, whether infrastructure the Customer controls, a private or hosted server that VizActa provisions or configures for the Customer, or any other infrastructure or software made available in connection with the engagement. "Documentation" means the user guides and materials provided by VizActa for use of the Software. "Order Form" means any physical or electronic order or similar document under which the Customer subscribes to the Services, including the applicable licences, fees and term. "Services" means the Software and the website, and any related services set out in an Order Form. "Software" means the Agentigator platform. "VizActa Property" means the Software, its technologies, algorithms, models and know-how, and all related materials. "Website Content" means all content made available on the agentigator.com website. "Intellectual Property Rights" means all intellectual property rights of any kind, whether registered or not, anywhere in the world.

2. Structure

The contractual relationship consists of these GTC together with any Order Form. In the event of conflict, an Order Form prevails over these GTC for the specific commercial terms it sets out. VizActa may agree to local variations in a duly executed Order Form where required in the relevant country or by mandatory law.

3. Ordering

Orders are subject to these GTC, and any different or additional terms referred to by the Customer are excluded unless expressly accepted in writing by VizActa. An Order becomes binding once accepted by VizActa and, where applicable, signed by both parties. The Customer is solely responsible for ensuring that any Order is placed by a duly authorised representative. Additional licences or scope may be added by a further Order.

4. The Software and Services

Agentigator is an on-premises platform. It is installed and runs within the Customer Environment, and is not a cloud service hosted by VizActa. VizActa makes the Software and the Documentation available and, where expressly agreed in an Order Form, provides setup, configuration or support services.

The Customer provides and is responsible for the Customer Environment, including the hardware, software, systems and connectivity required to install and use the Software. The Customer is responsible for the access to and use of the Software by its Authorized Users, and for assessing whether the Software is suitable for the Customer's intended use and data. The Software may not be used for any unlawful, infringing, offensive or fraudulent purpose.

5. Licences

Subject to these GTC and payment of the applicable fees, VizActa grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to install and use the Software within the Customer Environment, and to allow its Authorized Users to do so, for the Customer's internal business purposes, up to the number and type of user licences purchased. Licences are provided per named user, in the types set out in the Order Form or the applicable pricing, typically an administrative type and a viewing type. Every licence provides access to the full platform; the licence type governs which actions a user may perform, not which features exist.

Usage parameters, such as the number of Authorized Users, are set out in the Order Form or the applicable pricing. If the number of Authorized Users is exceeded, the Customer shall pay for the additional licences required.

The Customer shall not, and shall not permit any Authorized User to: exceed the agreed usage parameters; use the Services for purposes other than those permitted; extract, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Software except to the extent expressly permitted by mandatory law; remove, alter or obscure any proprietary notice; sell, rent, lease, sublicense or otherwise transfer the right to use the Software except as permitted here; use the Services for the benefit of third parties except as agreed; use the Services to transmit unlawful or infringing material; or use the Software to build a competing product.

6. Customer Data, figures and decisions

As between the parties, the Customer owns and controls all Customer Data. Because the Software is installed and operated within the Customer Environment, VizActa does not supply the data analysed with the Software, and does not host, access or process Customer Data in the ordinary course of providing the Software, except where VizActa operates infrastructure for the Customer as expressly agreed. Any third-party services, models or interfaces the Customer chooses to connect, such as a local language-model runtime or a third-party provider accessed with the Customer's own credentials, are the Customer's responsibility and subject to the terms of the relevant provider.

The Software processes and presents data. It does not verify, validate or guarantee the accuracy, completeness, currency or lawfulness of Customer Data, or of any figures, metrics, results or other outputs produced from it. To the maximum extent permitted by applicable law, VizActa is not responsible for the Customer Data or any errors in it; for the figures, metrics, results or outputs the Software produces; for the interpretation of those outputs; for any pricing, financial, commercial or other decision taken by the Customer or any third party on the basis of them; or for any loss, damage or cost resulting from any of the foregoing. The Customer is solely responsible for reviewing and verifying its data and the outputs of the Software, and for its own interpretation of, and decisions based on, them before relying on them.

7. Availability, maintenance, updates and backups

VizActa does not commit to any particular level of availability or uptime and provides no service-level agreement, unless a separate service-level agreement is expressly agreed in writing. VizActa does not guarantee that the Software will be available, uninterrupted or free of downtime.

Maintenance, support, corrections, updates, upgrades and new versions are provided at the discretion of VizActa and are not guaranteed, unless expressly agreed in writing. VizActa may change, suspend, discontinue or remove any feature or part of the Software at any time. Where a Service is discontinued, VizActa will use reasonable efforts to give prior notice.

The Customer is solely responsible for maintaining its own backups of the Customer Data and the Customer Environment. VizActa is not responsible for backing up Customer Data, for any loss of or damage to data, or for the ability to recover any data.

8. Artificial-intelligence features

The Software includes features that use artificial intelligence, including natural-language answers, generated calculations and suggestions. Outputs produced by these features are probabilistic and may be incomplete, inaccurate or otherwise incorrect. They are provided to assist the Customer and must be reviewed and validated by the Customer before being relied upon. VizActa does not warrant that AI-generated outputs are accurate, complete or fit for any particular purpose.

9. Illustrative content and no representations

The agentigator.com website and any related materials are provided for general information and illustration only. All Website Content, including images, screenshots, mock-ups, diagrams, animations, sample dashboards, sample data, figures, and any AI-generated or artistic visuals used for marketing, demonstration or explanation, is illustrative. It does not represent the exact appearance, layout, content or behaviour of the Software as delivered to any particular Customer, does not represent the product in full or as it will appear in the Customer Environment, and may differ from the delivered Software. Sample data and figures shown are fictitious and do not represent any real organisation.

No image, description or other Website Content forms part of these GTC or constitutes a representation, warranty or contractual commitment. VizActa commits only to the actual functionality of the Software as licensed, and not to any general description, visual or example shown on the website. The Customer agrees that no claim may be based on a difference between Website Content and the delivered Software, and that in deciding to subscribe it has relied only on the actual functionality of the Software, and not on any Website Content.

10. Intellectual property

The Software, the website and all related Intellectual Property Rights are and remain the property of VizActa and its licensors. These GTC grant a licence to use the Software; they do not transfer any ownership. VizActa warrants that it has the right to grant the licence and that the Software, used in accordance with these GTC, does not to its knowledge infringe the Intellectual Property Rights of any third party.

If a third party brings a claim that the Software infringes its Intellectual Property Rights, VizActa may, at its option and cost, modify the Software so that it no longer infringes, obtain the right for the Customer to continue using it, or terminate the affected licence. This obligation is conditional on the Customer promptly notifying VizActa of the claim, giving VizActa sole control of its defence and settlement, and providing reasonable cooperation. VizActa has no obligation where the claim arises from use of the Software otherwise than in accordance with these GTC, from Customer Data, or from modifications not made by VizActa.

11. Confidentiality

Each Party undertakes, during the term and for two years afterwards, to keep the other Party's Confidential Information confidential, to use it only for the purposes of the agreement, and not to disclose it except to its Affiliates, employees, officers or representatives who need to know it and who are bound by equivalent obligations. A Party may disclose Confidential Information where required by law or a competent authority, or where the information is or becomes public other than through breach, was lawfully received from a third party without restriction, or was independently developed without use of the other Party's Confidential Information. On termination, or on request, the receiving Party shall return or destroy the Confidential Information. Each Party is responsible for any breach by those to whom it discloses Confidential Information.

12. Changes

VizActa may modify the Software from time to time at its discretion, including through updates. VizActa may modify these GTC from time to time and will notify the Customer accordingly; changes are not retroactive and apply from the start of the next term or Order, or as otherwise required by law. VizActa may decide to stop providing a Service at its discretion on reasonable prior notice.

13. Fees and payment

The fees for the Services are those set out in the applicable Order Form or published pricing at the time the Customer places an Order. Unless otherwise agreed, the default currency is Swiss francs (CHF). Fees are exclusive of value-added tax and any other applicable taxes, duties or levies, which are added as required by law and are the Customer's responsibility, and are exclusive of any third-party hosting, infrastructure or software costs. Invoices are payable within thirty (30) days of the invoice date. VizActa may charge late-payment interest on overdue amounts as permitted by law, and may suspend access for non-payment. VizActa may increase the fees, with any increase notified in advance and taking effect from the next term.

14. Customer warranties and indemnity

The Customer represents and warrants that any person placing an Order is duly authorised to do so, that its use of the Services in its country is lawful and does not breach any applicable law or regulation, and that it will use the Services in accordance with the Documentation and VizActa's instructions. Should the Customer become aware of any legal or regulatory restriction affecting its use, it shall stop using the Services and notify VizActa. The Customer shall indemnify and hold VizActa, its directors, officers, representatives and employees harmless from any claim, loss or expense, including reasonable legal fees, arising from the Customer Data, the Customer's use of the Services, the decisions the Customer takes on the basis of the Services, or the Customer's breach of these GTC or of any applicable law or third-party right.

15. Duration and termination

The term of the subscription is set out in the Order Form or the applicable pricing, and each Order is subject to the then-current version of these GTC. Either Party may terminate an Order for a material breach that remains uncured after written notice. VizActa may in addition suspend access where it reasonably considers the Software is being used in breach of these GTC. Either Party may terminate immediately if the other becomes insolvent, is subject to insolvency or winding-up proceedings, or enters into an arrangement with its creditors. The Customer may terminate on reasonable notice where required to do so by a government or regulatory authority. VizActa may terminate if it decides to discontinue the commercialisation of the Services, on reasonable notice.

On termination, the Customer's right to use the Software ends. Fees already paid are non-refundable, and no refunds or credits are provided for partial periods, for cancellation, for periods during which the Services were not used, or for periods during which the Services were unavailable or interrupted for any reason.

16. Data protection

Because the Software is installed and operated within the Customer Environment, VizActa does not process Customer Data on the Customer's behalf in the ordinary course of providing the Software. VizActa's handling of the limited personal data it collects through the website and business communications, such as contact details, is described in the Privacy Policy. Where, and only to the extent that, VizActa operates infrastructure for the Customer or otherwise processes personal data on the Customer's behalf, the parties shall enter into a separate data processing agreement setting out the applicable terms.

17. Publicity

VizActa shall not identify the Customer as a user of the Software in materials made available to prospective customers without the Customer's prior consent.

18. Limitation of liability

VizActa excludes its liability to the largest extent permitted by applicable law. To the maximum extent so permitted, VizActa shall not be liable for any indirect, incidental, special, consequential or exemplary damages, or for any loss of profits, revenue, savings, goodwill, data or business, or for any decision taken or not taken in reliance on the Services, even if advised of the possibility of such damages. To the maximum extent permitted by applicable law, VizActa's total aggregate liability under or in connection with these GTC shall not exceed the fees paid by the Customer for the Services in the twelve months preceding the event giving rise to the claim. Because the Customer Data and the Customer Environment are under the Customer's control, VizActa is not responsible for their loss, corruption or unavailability. Nothing in these GTC excludes or limits any liability that cannot be excluded or limited under applicable Swiss law, including liability for death or personal injury, or for intent or gross negligence.

19. Sale or transfer of the business

The Customer may not assign these GTC or any Order without VizActa's consent. VizActa may at any time sell, transfer or assign its business, the Software or these GTC, in whole or in part, to any third party, without the Customer's consent and without notice. VizActa does not guarantee, and gives no commitment, that any acquirer, successor or assignee will continue to provide the Services, will continue to serve the Customer or any particular customers, or will do so on the same terms.

20. General provisions

Export. Where Swiss, U.S. or other export regulations apply, VizActa is not liable for any delay or refusal to provide the Services required to comply with them, and may withhold or discontinue performance where necessary. Force majeure. Neither Party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including strikes, failures of utilities or networks, acts of government, and natural events; the affected Party is entitled to a reasonable extension and shall notify the other. Notice. Notices may be given by mail or email. Severability. If any provision is or becomes invalid or unenforceable, the remainder remains in force and the provision shall be applied so as to best reflect its original intent to the extent permitted by law. Entire agreement. These GTC and any Order Form constitute the entire agreement on their subject matter and supersede any prior understanding, including any statement or content on the website. A failure to enforce any provision is not a waiver of it. Section titles are for convenience only. Governing law. These GTC and any Order Form are governed by Swiss law, to the exclusion of the Swiss Private International Law Statute and conflict-of-law rules. Jurisdiction. The exclusive place of jurisdiction for any dispute arising out of or in connection with these GTC or any Order Form is the competent courts of the Canton of Geneva, Switzerland, subject to any mandatory place of jurisdiction.

21. Company details and contact

VizActa Sàrl, Route de Sauverny 6, 1290 Versoix, Switzerland. Commercial Register of the Canton of Geneva, number CHE-291.920.645. Questions about these GTC can be sent to info@agentigator.com.