General Terms & Conditions of Veezoo AG

These general terms and conditions ("Terms") apply to the access to, and the use of the Services (as defined hereinafter) provided by Veezoo AG, Hohlstrasse 511, 8048 Zurich, Switzerland ("Veezoo"). To access or use the Services, you ("Customer") have to agree to these Terms. These Terms, together with an Order Form, Data Processing Agreement and all other referenced documents, form a legally binding agreement ("Agreement") between Veezoo and the Customer (each a "Party", together the "Parties"). If the Customer does not agree to these Terms, the Customer may not use or access the Services.

Unless explicitly stated otherwise, any reference to goods and services on Veezoo’s website is for informational purposes only and does not constitute an offer to buy or sell any goods or services.

Veezoo shall provide the Customer with the services defined in the relevant Order Form and with any related services ("Services"), in accordance with this Agreement and with due care and accuracy. In case of oral instruction, the Parties shall subsequently confirm the scope and fees in text form.

The Services include, but are not limited to, the provision of a cloud-based analytics platform. The Services include functionality for querying, analysing, visualising and managing data through conversational interfaces, dashboards and automated agents.

Veezoo constantly develops and improves its Services and may update, modify or enhance them from time to time. Veezoo reserves the right to discontinue the Services, in whole or in part, and in such cases, Veezoo shall provide reasonable prior notice to affected Customers and, where applicable, offer a comparable alternative or a pro rata refund for any prepaid fees covering the remaining subscription period. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, Veezoo shall, where reasonably possible, notify the Customers that are directly affected by such changes. Temporary suspensions of the Services may occur for maintenance, security, or technical reasons.

As a part of the development and improvement process, Veezoo may offer some of the Services also in previews, alpha, beta or test versions of the Services ("Test Versions"). The Customer hereby acknowledges and agrees that (i) the use of Test Versions bears additional risks, that (ii) Veezoo is not obliged to inform the Customer about any updates or modifications to the Test Versions, that (iii) Veezoo may end the provision of any Test Versions at any time, without a reason, and at Veezoo’s sole discretion, and that (iv) Test Versions may include features never released. Unless otherwise explicitly agreed, Veezoo offers no warranty, indemnity, SLA or support for Test Versions and its liability for Test Versions is fully excluded to the maximum extent permitted by applicable law.

The Services may include artificial intelligence and machine learning components that generate analytical outputs based on Customer Data (as defined below) and system-generated insights. The Customer hereby acknowledges and agrees that using AI and machine learning tools such as some of the tools included in the Services can produce results influenced by data used for training the algorithm. The Customer acknowledges that such outputs are generated by large language models and may contain inaccuracies, biases, or similarities to existing works. Although Veezoo uses its best efforts to prevent the Services from producing biased output through technical and statistical support, Veezoo does not warrant that the output will be entirely free of inaccuracies, biases, or similarities to existing works.

The Services do not include banking, payment processing, credit, investment or tax advisory services. All data and information presented via the Services is for informational purposes only and does not constitute any kind of professional advice. The Customer remains solely responsible for decisions, including but not limited to financial, operational or business decisions, made in connection with the use of the Services. No information, data, or content made available through the Services constitutes financial, investment, tax, legal, accounting, or other professional advice, and should not be relied upon as such.

The Customer may need to register an account to access and use all or part of the Services. The Customer shall provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated.

The Customer is responsible for maintaining the confidentiality and security of their account credentials and shall not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and shall immediately notify Veezoo if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

The Services are provided exclusively to legal persons having the full right, power, and authority to enter into and comply with the Agreement on behalf of the Customer or legal entity for which they may access or use the Services ("Legal Capacity"). When using the Services, the Customer represents and warrants that the Customer has full Legal Capacity to interact with the Services, and will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.

Veezoo may suspend or restrict a Customer’s access to the Services where there is a justified reason, in particular if: (i) the Customer is in material breach of this Agreement; (ii) there are reasonable indications of unlawful use or use in violation of applicable law; or (iii) such suspension is necessary for security, technical, or operational reasons. Where reasonably practicable, Veezoo shall notify the Customer in advance of any suspension and provide the opportunity to remedy the issue.

Veezoo reserves the right to require prior approval before granting access to certain features or functionalities, where this is necessary for compliance, security, or operational reasons..

Veezoo:

• shall provide the Customer with the Services with reasonable care and skills to the extent set forth in this Agreement;
• shall use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;
• shall regularly carry out maintenance, updates or improvements to the Services and its infrastructure, but does not warrant or guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruptions from time to time;
• shall provide support as set out in Veezoo’s SLA;
• may subcontract third parties for all its obligations under this Agreement;
• is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations, to the extent set forth in this Agreement;
• may and is possibly required by law to suspend access to the Services based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Customer may provide feedback or other inputs through forms, questionnaires, and polls in order to improve their Services (the "Feedback"). Veezoo may ask the Customer to provide such Feedback. Veezoo may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Veezoo and acknowledges it has no claim in relation to the Feedback.

The Customer shall:

• use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located;
• cooperate in the performance of this Agreement to the necessary extent;
• provide Veezoo with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services; and
• inform Veezoo immediately if errors or faults occur and support Veezoo in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

The Customer is solely responsible for, and Veezoo may rely on, the accuracy of any information provided by the Customer.

Unless otherwise explicitly agreed in text form between the Parties, the Customer shall carry its duties listed in this Section 5 free of charge.

The Customer shall:

• designate a responsible contact person and provide Veezoo with all contact details, and ensure the availability of the contact person;
• check any data and information uploaded or otherwise added to the Services for viruses or other harmful components before entering it into the Services and use state-of-the-art virus protection programs for this purpose;
• immediately inform Veezoo of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.

The Customer shall not:

• circumvent or attempt to circumvent any security protection of the Services;
• access or use the Services in a manner that exceeds agreed usage limits or that materially interferes with or disrupts the integrity or performance of the Services. For clarity, automated access via documented APIs provided by Veezoo is permitted in accordance with the applicable Agreement;
• bypass the measures that Veezoo may use to prevent or restrict access to or use of the Services;
• decompile or reverse engineer the Services or any part of it, or derive the source code;
• copy, modify, or create derivative works of the Services themselves, except as expressly permitted under this Agreement;
• use the Services to build a competing product or service, or to replicate core functionalities of the Services;
• sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties, except as permitted under the Agreement (including authorised users or licensed embedding use cases);
• use or exploit the Services, any part of it or any content contained there in any data mining or any other similar activity.

If the provision of Services under this Agreement is delayed due to the Customer’s failure to comply with their duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

Unless otherwise agreed between the Parties in the individual Order Form, the Customer shall pay the subscription fees as indicated on Veezoo’s website via the payment methods made available by Veezoo.

Recurring subscription fees are payable in advance on a yearly basis, invoices are due within 30 days. Late payments result in an interest rate of 5% p.a.

If not explicitly stated otherwise, all fees are in CHF and exclude VAT and other applicable taxes.

Any right to set off, retain, deduct, counterclaim and/or withhold any payments of fees due under the Agreement vis-à-vis Veezoo is hereby expressly waived and excluded.

Except where prohibited by law, all fees are non-refundable.

Veezoo may change the fees from time to time, in accordance with Swiss Inflation Index. Any price changes will apply no earlier than 30 days following notice to the Customer.

Except as expressly set forth in this Agreement, each Party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in Veezoo.

Veezoo hereby grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the term of the Agreement. To the extent agreed in writing or as part of the Services (such as embedded or API-based use cases), the Customer may permit access to or use of the Services by third parties.

The Customer hereby grants Veezoo a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Customer’s Intellectual Property Rights, including the Customer Data (as defined below) and content in accordance with and for the term of the Agreement.

The Customer hereby grants Veezoo the unlimited, irrevocable, and perpetual right to access, use, and process the data and information entered into, or generated by the use of the Services ("Customer Data") for the extent necessary to provide, maintain, support and improve the Services, in accordance with the Agreement. Veezoo may use Customer Data in aggregated and anonymized form to analyse, maintain, and improve the Services, provided that such data can no longer be attributed to an identified or identifiable Customer or individual. Veezoo shall not use Customer Data to train generalised machine learning or artificial intelligence models, except where explicitly agreed with the Customer. Veezoo shall not disclose Customer Data to third parties except as necessary to provide the Services or as required by law. For the avoidance of doubt, Veezoo’s subprocessors, including any AI model providers, do not use Customer Data to train their models.

The Services may contain open-source components. Such components are subject to the respective license.

The Parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, Customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Veezoo.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party, is not considered confidential.

Each Party undertakes to protect all Confidential Information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.

The Parties may disclose Confidential Information to their employees, agents, contractors and other representatives having a legitimate need to know, provided that the Parties remain responsible for their compliance with this Agreement and that all employees, agents, contractors and other representatives accessing Confidential Information are bound to confidentiality obligations no less protective than this Section.

The Parties may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

Veezoo collects and processes personal data as described in its Privacy Policy available at https://www.veezoo.com/privacy.

The Customer authorizes Veezoo to use, process, and store relevant personal data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

The Parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

Neither Party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the Parties’ reasonable control (force majeure). The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of a force majeure event and shall use reasonable efforts to mitigate the effects of such event. The time for performance of such obligations shall be extended for the period during which performance is prevented due to the force majeure event.

The Parties are fully liable to each other for damages resulting from their gross negligence or wilful misconduct.

In all other cases, Veezoo’s liability under the Agreement is excluded to the maximum extent permitted under applicable law.

For direct damages, the liability of the Parties arising out of or in connection with this Agreement regardless of cause or theory of recovery is limited to the fees paid or payable to Veezoo by the Customer for the 12 months preceding the claim for damages.

For the avoidance of doubt, and unless otherwise explicitly agreed, Veezoo’s liability under any indemnity obligation in this Agreement is subject to the limitation set forth in this Section 10.

Veezoo shall, at its own costs, indemnify the Customer against any loss, damage, liability, claim, demand, or settlement, including reasonable attorneys’ fees and expenses, made by or with any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by Veezoo, its employees or other persons acting on behalf of Veezoo; (ii) any breach of Veezoo’s representations and warranties set forth in these Terms; (iii) violation of the rights of a third party arising from Veezoo’s performance of the Agreement.

The Customer shall, at its own costs, indemnify, defend, and hold Veezoo harmless from and against any loss, damage, liability, claim, demand, or settlement, including reasonable attorneys’ fees and expenses, made by or with any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer’s representations and warranties set forth in the Agreement; (iii) Customer’s violation of the rights of a third party.

The Customer acknowledges that the Services are provided "as is" and "as available", and Veezoo makes no warranties or representations of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement, related to the Services or the information and materials contained thereon. Veezoo does not warrant that the Services are error-free and will function without any interruption or disruption.

The Services may contain statements that constitute ‘forward-looking statements’. Because such forward-looking statements involve risks and uncertainties, actual results may differ materially from any expectations, projections or predictions made or implicated in such forward-looking statements. Veezoo is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the completeness and accuracy of such statements.

The Customer entitles Veezoo to use the Customer’s name, logo, and a brief description of the services provided for advertising purposes on Veezoo’s website and other marketing or investment materials. Any other use requires the prior consent of the Customer.

The Agreement remains in full force and effect for the duration of 12 months, unless a different term is specified in the Order Form, or unless terminated earlier in accordance with this Agreement.

The Agreement will automatically renew for subsequent periods of 12 months unless the Agreement is terminated.

Either Party may terminate the Agreement at any time with immediate effect if the other Party is in material breach of the Agreement and fails to remedy this violation within 14 days from the notice in text form from the other Party. This includes, in particular, Customer’s failure to pay on time or the start of insolvency procedures against the other Party.

Test Versions and Services provided for free can be terminated with immediate effect at any time before the agreed free trial period expires.

In all other cases, either Party may terminate by notifying the other Party in text form with a notice period of 30 days towards the end of the then-current term.

Customer’s right to use the Services will cease upon any termination or expiration of this Agreement, subject to this Section. Termination does not affect any rights, obligations, or liabilities of either Party that have accrued before or are intended to stay effective beyond termination.

After termination or expiration of this Agreement, within 60 days of request, each Party shall delete any Confidential Information exchanged within the provision of the Services of the other Party in its possession or control. Nonetheless, each party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law.

This Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts of Zürich, Switzerland.

Entire Agreement: This Agreement is the entire agreement, and supersedes all prior agreements, between the Parties relating to the scope of this Agreement.

Amendments: Amendments and supplements to this Agreement must be made in writing.

Contact & Notices: Unless written form is explicitly required, notices can be made in text form, and are to be sent to the following contact addresses:

• to Veezoo’s attention: to sales@veezoo.com
• to Customer’s attention: to the last communicated or available address or email, or in the Services.

Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Independent contractors: Parties acknowledge and agree that they are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither Party has authority to bind the other Party in any respect whatsoever, and neither Party shall represent itself as having such authority.

Links: The Services may contain third-party content or links to third-party websites. Veezoo does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

Language: This Agreement is available in more than one language version and the Customer acknowledges that other language versions are provided for convenience only. The English version of this Agreement is the legally binding version, and in case of discrepancies between the English version of the Agreement and any translated version, the English version prevails.

No assignment: Customer may not assign any of its rights, obligations or claims under this Agreement without prior consent of Veezoo.

Data Act Addendum: For Customers with a seat in the EU, the Data act Addendum available in the annex applies. The parties undertake to comply fully with the requirements contained therein and acknowledge that the Data Act Addendum is an integral part of this Agreement.

Order of precedence: In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Order Form; (iii) Data Processing Agreement; (iv) this Agreement.

Form requirements: For the purpose of this agreement, the written form requires wet-ink, qualified or simple electronic signature (such as DocuSign). Text form includes electronic text, such as e-mail or pop-ups on the Services.