Aixa General Terms and Conditions (GTCs)

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Last updated: 25 August 2025

1. Parties and Scope

These General Terms and Conditions (GTCs) govern the provision of consulting services and access to the Aixa SaaS platform (iamaixa.com) by Aixa LTD, Rainstrasse 17, 8808 Pfäffikon SZ, Switzerland ("Aixa", "we", "our"), to the customer ("Customer", "you"). They apply to all agreements unless otherwise explicitly agreed in writing.

2. Definitions

  • Services: Consulting, advisory, implementation, or training services provided by Aixa.
  • SaaS Platform: Aixa's digital human trainer and chatbot platform, available at iamaixa.com.
  • Customer Data: Any data provided by or on behalf of the Customer.
  • DPA: The Data Processing Agreement between Aixa and the Customer.
  • Security Standard: Aixa's Security Standard document.
  • Data Governance Standard: Aixa's Data Governance Standard document.

3. Applicability

These GTCs apply to all Services provided by Aixa, unless replaced by a written framework agreement.

4. Services

Aixa will provide the Services and/or SaaS Platform access as described in the applicable order form, statement of work, or subscription agreement. We aim to deliver these in line with the agreed scope and timelines.

5. Customer Responsibilities

The Customer is responsible for providing accurate and lawful Customer Data and for ensuring compliance with applicable laws when using the SaaS Platform. Collaboration and timely information from the Customer help us provide the best possible outcomes.

6. Fees and Payment

Fees for Services and SaaS subscriptions are set out in the applicable agreement. Invoices are payable within 30 days of the invoice date unless otherwise agreed. Late payments may incur interest at 5% per annum. All fees are exclusive of VAT and applicable taxes.

7. Intellectual Property

Aixa retains all rights, title, and interest in its intellectual property, including the SaaS Platform, software, methods, and know-how. The Customer receives a limited, non-exclusive, non-transferable license to use the SaaS Platform and deliverables solely for internal business purposes during the agreed term. Unless expressly agreed in writing, ownership of custom developments remains with Aixa.

8. Confidentiality

Both parties undertake to treat all confidential information received from the other with care and not to disclose it to third parties, unless required by law.

9. Data Protection

Both parties shall comply with applicable data protection laws, including the Swiss Federal Act on Data Protection (revDSG 2023) and the EU General Data Protection Regulation (GDPR). The DPA, Security Standard, and Data Governance Standard form part of these GTCs. In case of conflict, the DPA prevails.

10. Security

Aixa will apply appropriate technical and organisational measures as described in the Security Standard to safeguard Customer Data.

11. Warranties and Disclaimers

We strive to provide Services and the SaaS Platform with care and professionalism. However, the SaaS Platform and Services are ultimately provided "as is", without additional warranties of fitness for a particular purpose or uninterrupted availability.

12. Liability

Aixa's liability for ordinary negligence is limited to the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply in cases of gross negligence, willful misconduct, or breaches of confidentiality or data protection obligations.

13. Term and Termination

These GTCs apply for the term specified in the applicable agreement. Either party may terminate with immediate effect for material breach if such breach is not remedied within 30 days of written notice.

14. Force Majeure

Neither party shall be responsible for delays or failures caused by events beyond their reasonable control.

15. Governing Law and Jurisdiction

These GTCs are governed by Swiss law. The courts of the Canton of Schwyz shall have exclusive jurisdiction.

16. Order of Precedence

In case of conflict, the following order shall apply: (1) Main Agreement, (2) DPA, (3) these GTCs, (4) Annexes.

17. Annexes