Terms

Provisions

1. 01

   Scope and contracting party

   1.1These General Terms and Conditions (Terms) apply to all contracts between SAITS GmbH, Baarerstrasse 79, 6300 Zug, Switzerland (“SAITS”) and its customers for consulting, business and potential analyses, workshops and training, the development and set-up of AI and workflow automations, their operation and support, and the use of the SAITS Cockpit.

   1.2SAITS contracts exclusively with businesses, public-law entities and persons acting in the exercise of their commercial or independent professional activity. SAITS does not contract with consumers. By ordering, the customer confirms that it is not acting as a consumer; SAITS may ask for proof, such as the Swiss UID or the VAT ID.

   1.3The Terms in the version valid at the time of contracting also apply to future contracts with the customer, without SAITS having to refer to them again.

2. 02

   Order of precedence and conflicting terms

   2.1In the event of conflict, the following order applies: (a) the accepted offer with its description of services or the individually signed contract; (b) on matters of data protection, the data processing agreement (Vereinbarung zur Auftragsbearbeitung); (c) the supplementary agreement on the use of AI systems (Zusatzvereinbarung zum Einsatz von KI-Systemen), where concluded; (d) these Terms; (e) non-mandatory statutory law. The data processing agreement and the supplementary agreement on the use of AI systems are part of the legal package in the SAITS Cockpit.

   2.2The customer's general terms of business or purchase do not apply, even if SAITS does not expressly object to them, performs in knowledge of them or accepts payments. They apply only if and to the extent SAITS expressly agrees to them in writing.

3. 03

   Offers and formation of contract

   3.1Content on the website, in presentations and price lists is non-binding and does not constitute an offer in the legal sense. Answers from the chat “Tony” are generated automatically and do not bind SAITS.

   3.2Offers from SAITS are valid for 30 days from their date unless they state another period.

   3.3A contract is formed when the customer accepts an offer in writing or electronically (signature, e-mail or confirmation in the SAITS Cockpit), when SAITS confirms or invoices an order, or when SAITS starts performing.

   3.4When booking on the website, the customer makes a binding offer by clicking “Book, chargeable” and confirming its e-mail address. The contract is formed with SAITS's order confirmation or invoice. SAITS may decline bookings without giving reasons.

   3.5Whoever orders or accepts an offer on behalf of the customer declares that they are authorised to do so.

4. 04

   Services provided by SAITS

   4.1The type and scope of the services are defined conclusively by the offer. Typical services are: (a) business and potential analyses, (b) the set-up of a technical foundation, (c) the implementation of workflows and pilot projects, usually at a fixed price, (d) operation and ongoing support for a monthly fee (managed service), (e) workshops and training, (f) access to the SAITS Cockpit.

   4.2SAITS provides consulting, analyses, workshops, training, operation and support as a mandate (Auftrag) with due care. SAITS does not owe any particular economic result. The rules on contracts for work (Werkvertrag) apply only to work results expressly designated in the offer as a deliverable subject to acceptance.

   4.3Which first workflow is built as part of a business analysis is decided by SAITS on the basis of the analysis. Key figures, time savings and ROI calculations in analyses and offers are estimates, not warranted characteristics.

   4.4Dates and deadlines are binding only if SAITS expressly designates them as binding in writing. They are extended by the time during which the customer fails to provide its cooperation, plus a reasonable start-up period.

   4.5SAITS selects tools, models and the technical implementation at its own professional discretion unless the offer specifies otherwise. SAITS may replace a model or third-party service with an equivalent one, in particular if the provider changes it, raises its price or discontinues it.

5. 05

   Customer's cooperationPlease note

   5.1The customer designates a contact person authorised to make decisions and approve results, and a deputy.

   5.2The customer provides, in good time and free of charge, what SAITS needs for the work: access to systems and interfaces (such as CRM, ERP, DMS and e-mail), licences and API keys, information and documents, test data – anonymised where possible – and the involvement of the employees concerned.

   5.3The customer gives approvals and feedback within five working days unless agreed otherwise.

   5.4The customer warrants that it holds the rights to the data and content it provides and may hand them over to SAITS for processing. It backs up its data regularly and in line with the state of the art.

   5.5If the customer fails to cooperate, or does so late or incompletely, it bears the consequences: dates shift accordingly, and SAITS invoices additional effort and waiting time at the rates in the offer. If cooperation is still missing more than 30 days after a reminder, SAITS may invoice the services rendered so far and terminate the contract for cause; for a fixed price, the agreed fee remains due less any expenses saved.

6. 06

   Change requests

   6.1The customer requests changes to or extensions of the agreed scope (change requests) in text form. SAITS assesses them and states the effort, price and impact on dates.

   6.2A change becomes binding only once both sides have confirmed it in text form. Until then, SAITS continues on the existing basis.

   6.3Changes and the effort of assessing them are paid additionally on a time-and-materials basis unless the offer states a fixed price for them. A fixed price covers only the scope described in the offer.

7. 07

   AcceptancePlease note

   7.1Where a work result is subject to acceptance, SAITS notifies the customer that it is available. The customer tests it within ten working days and either declares acceptance or notifies material defects in text form with a comprehensible description.

   7.2The work result is deemed accepted if the customer (a) does not notify any material defect within this period or (b) uses it productively, that is with real business transactions beyond a test. SAITS points out this consequence when making the result available.

   7.3Immaterial defects do not entitle the customer to refuse acceptance; SAITS remedies them under the warranty. A defect is material if it considerably impairs or prevents the agreed use.

   7.4Self-contained parts, such as individual workflows or project phases, may be accepted separately.

8. 08

   Prices and paymentPlease note

   8.1The prices in the offer apply. All prices are net, plus statutory VAT. The currency depends on the customer's registered office: CHF for Switzerland, euros for Germany and Austria. For customers in the EU, the tax liability may pass to the customer (reverse charge).

   8.2Unless the offer provides otherwise: (a) fixed-price services such as business analyses, workshops and training are payable in full in advance; appointments are allocated only once payment has been received. (b) Projects and pilots are payable 50 % on order and 50 % on acceptance or delivery. (c) Monthly fees for operation and support are payable in advance on the first day of each month. (d) Time-and-materials services are invoiced monthly.

   8.3Invoices are payable within ten days of the invoice date without deduction. On expiry of this period the customer is in default without a reminder.

   8.4From default, the customer owes default interest of 8 % per year. Claims for further damage are reserved.

   8.5If the customer is more than 14 days in default with a payment, SAITS may, after notice in text form with a period of seven days, withhold all services under all contracts with the customer, block access to the SAITS Cockpit and suspend the operation of the automations until all amounts due have been paid. The agreed fees remain due during the suspension. SAITS is not liable for the consequences of the suspension.

   8.6Usage-based third-party costs, such as computing for AI models, are borne by the customer unless expressly included in the price. Travel time and travel expenses for on-site appointments are charged as set out in the offer, otherwise at cost.

   8.7The customer may only set off undisputed claims or claims established by final judgment. It has a right of retention only under the same contractual relationship.

   8.8SAITS may adjust the prices of recurring services once per calendar year with three months' notice. If they rise by more than 5 %, the customer may terminate the service concerned with effect from the date of the increase.

9. 09

   Appointments, rescheduling and cancellationPlease note

   9.1The customer may reschedule a paid appointment for an analysis, workshop or training once free of charge if it gives notice in text form at least ten working days in advance.

   9.2In the event of later rescheduling or cancellation, and if participants do not attend, the full fee remains due. In that case SAITS offers, where possible, a replacement date within three months; travel costs already incurred are borne by the customer.

   9.3If SAITS has to cancel an appointment for good cause, such as illness, SAITS offers a replacement date. There are no further claims.

   9.4Recording workshops and training requires the consent of SAITS and of all participants.

10. 10

    Operation and ongoing supportPlease note

    10.1Operation and ongoing support (managed service, retainer) comprise the services described in the offer, typically monitoring the running processes, adjustments to changes in connected systems within the agreed scope, handling exceptions and a regular report. New workflows and material extensions are not included unless the offer includes them. Unused hour allowances expire at the end of each month.

    10.2The minimum term is set out in the offer and is at least three months. Unless agreed otherwise, it is 24 months.

    10.3After the minimum term, the contract renews for twelve months at a time unless either party terminates it in text form with three months' notice to the end of the term.

    10.4If the customer ends the contract before the end of the term without good cause under clause 24, it owes the fees until the end of the agreed term as lump-sum compensation for SAITS's reserved capacity and effort, less any expenses saved. This also applies where it has a mandatory right to end the contract at any time.

    10.5Response times, availability and service hours apply only if agreed in the offer as a service level. Without such an agreement, SAITS responds within a reasonable time on Swiss working days during office hours. SAITS may schedule maintenance windows and announces them in advance where possible.

11. 11

    SAITS Cockpit

    11.1The SAITS Cockpit is SAITS's customer portal. For the term of the contract the customer receives access for the users it designates.

    11.2Credentials must be kept confidential and may not be shared. The customer is responsible for actions taken through its accounts and reports any misuse without delay.

    11.3SAITS may develop the Cockpit further and change or replace functions, provided the agreed core functions remain available. A particular availability is owed only if agreed.

    11.4When the contract ends, SAITS blocks access. Within 30 days after the end of the contract, the customer may request an export of its data in a common format; SAITS then deletes it unless a retention obligation applies.

12. 12

    Rights to work results and licencePlease note

    12.1All intellectual property rights, in particular copyright, and all know-how in everything SAITS creates or uses before or during the contract belong exclusively to SAITS. This includes in particular software and source code, workflows and automations, agents, prompts, templates, configurations, interfaces, methods, documentation and training materials, even if developed specifically for the customer, designed to its specifications or paid for by it. To the extent such rights arise with the customer, it assigns them to SAITS as they arise.

    12.2The customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use the work results intended for it, limited to internal use in its own business for the contractually agreed purpose (licence). The licence arises only upon full payment of the fee for the respective work result. Until then, use is permitted only for testing and acceptance and may be revoked.

    12.3The licence is perpetual unless the offer provides otherwise. Where the work results run on SAITS infrastructure as part of a managed service or are provided only within it, the licence applies for the term of that contract and ends with it. Continued use afterwards, for instance on the customer's own infrastructure, requires a separate agreement.

    12.4If the customer is in default with the fee for a work result or for the related managed service, SAITS may suspend the licence under clause 8.5. If the contract is terminated for good cause for which the customer is responsible, the licence expires.

    12.5SAITS hands over source code, workflow definitions (such as n8n exports), prompts and configurations in editable form only if expressly agreed in writing in the offer. Even then, the restrictions of this clause apply.

    12.6The customer may not (a) copy work results except as required for their contractual use, (b) decompile or reverse engineer them or extract their prompts and configurations, except where mandatory law permits this, (c) rebuild them in whole or in part, have them rebuilt or use them as a template for its own or third-party products, or (d) make them available to third parties, sell, rent or offer them as a service. Affiliates of the customer are third parties unless agreed otherwise.

    12.7SAITS may reuse the experience and know-how gained in the work, as well as general, non-customer-specific components such as building blocks, templates, methods and prompts, for other customers and its own products. SAITS does not use the customer's data, content or confidential information for this.

    12.8The written implementation plan from a business analysis is an exception: the document handed over belongs to the customer. The customer may use it internally without time limit and may also implement the plan with third parties. SAITS's rights in the methods, templates and building blocks used in it remain unaffected.

13. 13

    Customer data and content

    13.1Data, documents and content provided by the customer, and the data the automations produce from them for the customer (customer data), remain with the customer. SAITS acquires no rights in them.

    13.2The customer permits SAITS to process customer data for the term of the contract to the extent necessary for the services.

    13.3SAITS does not use customer data to train general-purpose AI models and does not pass it on to third parties for that purpose. With providers of AI models, SAITS chooses contractual terms that exclude training on customer data wherever possible.

    13.4The customer may freely use internally the outputs that the AI systems produce while operating for it. SAITS does not warrant that outputs are eligible for copyright protection or do not affect third-party rights.

14. 14

    Characteristics of AI systemsPlease note

    14.1AI models work with probabilities. Their outputs may be wrong, incomplete, outdated, contradictory or inappropriate, may differ for the same input and may change when providers adjust their models. This is a characteristic of the technology and not a defect in SAITS's services.

    14.2SAITS builds automations with defined approval points at which a person confirms (human in the loop). The customer ensures that suitable people actually give these approvals, and does not remove or bypass them without SAITS's written consent.

    14.3The customer reviews outputs before relying on them, passing them on to third parties or making decisions with legal or economic effect on their basis, for example towards tenants, buyers, authorities or in contracts. It remains responsible for these decisions.

    14.4SAITS does not owe any particular result, hit rate or saving of time or cost unless expressly warranted in writing.

    14.5The customer is responsible for ensuring that the use of the automations in its business is lawful, including information obligations towards data subjects and its obligations as a deployer under applicable AI law, such as the EU AI Act. SAITS supports it in this as agreed.

    14.6The customer enters sensitive personal data (special categories of personal data) into the systems only with prior agreement.

    14.7Where a supplementary agreement on the use of AI systems from the legal package in the SAITS Cockpit has been concluded, it takes precedence over this clause.

15. 15

    Third-party providers and licencesPlease note

    15.1The services rely on third-party services and software, such as AI models (for example Claude by Anthropic, Mistral, ChatGPT by OpenAI), the workflow software n8n, hosting and cloud providers and the customer's own systems. The terms of the respective provider apply to these. SAITS names them on request; where necessary, the customer accepts them itself.

    15.2SAITS has no influence on the availability, performance, functionality, prices and terms of these services and is not liable for their outages, changes or discontinuation. SAITS supports the customer in such disruptions within the agreed services and may use an equivalent replacement.

    15.3If a provider raises its prices or changes its billing, SAITS may pass on the additional costs to the customer with 30 days' notice. If the increase exceeds 10 % of the monthly fee for the service concerned, the customer may terminate that service at the end of the following month.

    15.4Licences and accounts that are to be held in the customer's name, for instance with AI providers or for CRM, ERP and DMS systems, are procured and paid for by the customer unless the offer provides otherwise.

    15.5n8n is software of n8n GmbH under its Sustainable Use License or a commercial licence. SAITS grants no rights in n8n itself. If the customer operates n8n itself, it acquires the necessary rights directly from n8n and complies with its terms, in particular the restriction to its own internal business purposes. Where a commercial n8n licence is required for operation by SAITS, SAITS procures it and may pass on the costs as set out in the offer. Rights in the workflows created by SAITS are governed by clause 12.

    15.6Open-source components are subject to their own licences, which take precedence over these Terms to that extent.

16. 16

    WarrantyPlease note

    16.1For work results accepted as a deliverable, SAITS warrants that they have the agreed characteristics at acceptance. For services, the duty of careful performance applies; there is no warranty of a result.

    16.2Defects must be reported to SAITS in text form and comprehensibly without delay after discovery, at the latest within ten working days. Defects not notified in time are deemed approved.

    16.3SAITS remedies reported defects at its choice by rectification, re-creation or a reasonable workaround, and is given at least two attempts and a reasonable time to do so. Only if rectification finally fails may the customer reduce the fee for the defective work result appropriately or, for a material defect, withdraw from the part of the contract concerned. Withdrawal from the whole contract is excluded where accepted parts can be used independently.

    16.4Warranty claims become time-barred twelve months after acceptance.

    16.5There is no warranty for defects resulting from (a) changes to the work results by the customer or third parties, (b) use contrary to the documentation or contract, (c) changes, outages or errors in connected systems and third-party services, (d) incorrect or incomplete data or information from the customer or (e) the characteristics of AI models described in clause 14.1.

    16.6Further claims, in particular for damages, exist only under clause 17.

17. 17

    LiabilityPlease note

    17.1SAITS is liable without limitation for damage caused by SAITS intentionally or through gross negligence, for injury to life, body or health, and under mandatory statutory provisions such as product liability law.

    17.2Otherwise, SAITS's liability for slight and medium negligence, on whatever legal basis, is limited for all damage events in a contract year together to the fees paid by the customer for the contract concerned in the twelve months before the damaging event.

    17.3In the case of slight and medium negligence, SAITS is not liable for indirect and consequential damage, in particular lost profit, lost savings, business interruption, third-party claims and reputational damage.

    17.4For loss of data, SAITS is liable only up to the effort that would have been required to restore it from a proper, regular backup by the customer.

    17.5SAITS is not liable for decisions the customer makes on the basis of unreviewed AI outputs (clause 14) or for outages and errors of third-party services (clause 15), unless SAITS caused them intentionally or through gross negligence.

    17.6These limitations also apply to the personal liability of SAITS's officers, employees, auxiliaries and subcontractors.

18. 18

    Data protection

    18.1Both parties comply with applicable data protection law, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

    18.2Where SAITS processes personal data on behalf of the customer, the customer is the controller and SAITS the processor. This is governed by the data processing agreement under Art. 9 FADP (Vereinbarung zur Auftragsbearbeitung) from the legal package in the SAITS Cockpit, which customers can access there. It governs in particular sub-processors, technical and organisational measures and the place of processing, and takes precedence over these Terms on matters of data protection.

    18.3Processing takes place in Switzerland or the European Economic Area unless the offer or the data processing agreement specifies otherwise. Transfers to other countries, for instance to providers of AI models, take place only with the safeguards provided for by law.

    18.4How SAITS processes personal data on the website, in the chat, in the contact form and for orders is described in the privacy policy at saits.ai/en/datenschutz.

19. 19

    Confidentiality

    19.1The parties treat as confidential all information of the other party that is not publicly known and that they receive in the course of the cooperation, in particular trade and business secrets, customer data, processes and prices, as well as SAITS's work results, prompts and methods. They use it only for the purposes of the contract.

    19.2Excepted is information that is or becomes public without breach of this obligation, that the receiving party demonstrably already knew, developed independently or lawfully received from third parties, and disclosures a party is obliged to make by law or by order of an authority.

    19.3The parties bind their employees, auxiliaries and subcontractors accordingly. The obligation continues for five years after the end of the contract, and without time limit for trade secrets and SAITS's work results.

20. 20

    Non-solicitationPlease note

    20.1During the cooperation and for twelve months after it ends, the customer undertakes neither to actively solicit nor to employ or directly engage employees, freelancers or subcontractors of SAITS who were deployed in the cooperation with it, whether itself or through third parties or affiliates.

    20.2Employment following a general, untargeted job advertisement to which the person applies on their own initiative is not covered.

    20.3For each breach, the customer owes a contractual penalty of CHF 25,000 for contracts in CHF and EUR 25,000 for contracts in euros. Payment does not release it from the obligation; claims for further damage are reserved.

21. 21

    References

    21.1SAITS may name the customer with its company name and logo as a reference, for instance on the website, in presentations and in offers.

    21.2The customer may object at any time by e-mail to business@saits.ai. SAITS then removes the reference within a reasonable period from the media SAITS maintains on an ongoing basis; materials already printed or sent are excepted.

    21.3SAITS publishes case studies, quotations and information on the content of a project only with the customer's prior consent.

22. 22

    Subcontractors and assignment

    22.1SAITS may use subcontractors and freelancers. SAITS selects them carefully and binds them to confidentiality and data protection. The data processing agreement applies to sub-processors.

    22.2The customer may transfer rights and obligations under the contract only with SAITS's prior written consent. SAITS may transfer the contract to an affiliate or a legal successor and informs the customer of this.

23. 23

    Force majeure

    23.1Neither party is liable for non-performance or delay of its obligations to the extent this results from circumstances beyond its reasonable control, such as natural events, pandemics, war, terrorism, official orders, strikes, cyber attacks despite reasonable protective measures, failures of energy and communication networks, and outages or restrictions of essential third-party services such as data centres and providers of AI models.

    23.2The affected party informs the other without delay. Deadlines are extended by the duration of the disruption plus a reasonable start-up period. If the disruption lasts longer than 60 days, either party may terminate the contract concerned in text form; services already rendered are paid for. Payment obligations remain unaffected.

24. 24

    Term and termination

    24.1Contracts for individual services, such as an analysis, a workshop or a project, end when they have been fully performed. Clause 10 applies to operation and ongoing support.

    24.2Each party's right to terminate for good cause remains unaffected. Good cause exists for SAITS in particular if the customer (a) is in payment default with more than one monthly fee or for longer than 30 days, (b) breaches clauses 12, 19 or 20, (c) becomes insolvent, bankruptcy, insolvency or composition proceedings are applied for against it, or it ceases business, or (d) uses the automations unlawfully.

    24.3On termination, the services rendered up to that point are to be paid for. If a contract ends for good cause for which the customer is responsible, the fees remain due until the next ordinary end date, less any expenses saved.

    24.4Notices of termination must be given in text form.

    24.5After the end of the contract, each party returns or deletes the other's confidential information unless a retention obligation applies. Clause 11.4 applies to customer data in the Cockpit.

25. 25

    Amendments to these TermsPlease note

    25.1SAITS may amend these Terms for the future. For ongoing contracts, SAITS gives notice of amendments in text form at least 30 days before they take effect. Main obligations and prices do not change this way; clauses 8.8 and 15.3 apply to them.

    25.2If the customer does not object in text form within this period, the amendments are deemed accepted. SAITS points out this consequence in the notice. If the customer objects, the previous Terms continue to apply to the ongoing contract; SAITS may then terminate the contract with effect from the date the amendment takes effect.

26. 26

    Final provisionsPlease note

    26.1Amendments and additions to a contract, including this provision, must be made in writing to be valid. An e-mail confirmed by both parties suffices. There are no oral side agreements.

    26.2If a provision is wholly or partly invalid or unenforceable, the remaining provisions remain valid. The invalid provision is replaced by the valid provision that comes closest to its economic purpose; an excessive commitment is reduced to the permissible extent.

    26.3These Terms are available in German and English. The German version is authoritative.

    26.4These Terms are governed exclusively by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) and conflict-of-law rules.

    26.5The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Zug, Switzerland. SAITS may also sue the customer at its registered office.

Questions about the terms?

Write to business@saits.ai and we will reply in writing.