1. Scope and subject matter of the contract
1.1 Scope and validity
These terms govern the conclusion, content, and performance of contracts between cellconsult GmbH (the provider) and the customer regarding the use of software-as-a-service (SaaS) and related cloud services. By using the product, the customer accepts these terms. The customer's own terms and conditions are excluded.
1.2 Contract
The individual contract, whether concluded online or in writing, contains the specific service details, in particular:
- detailed description of the SaaS product and its content;
- start date and group of authorized users;
- availability, usage times, and maintenance windows;
- fees, applied metrics, and system requirements.
1.3 Priority
In the event of conflicts between the individual contract and these terms, the provisions of the individual contract take precedence.
2. Performance conditions
2.1 Cloud service provided by the provider
The provider makes the SaaS product available on a server platform for use via a data network. It provides standard maintenance services and support for issues arising in normal use.
- Subcontractors: The provider may engage subcontractors for infrastructure services, provided that they are bound by equivalent confidentiality obligations.
- Data location: Subcontractors do not process customer data outside Switzerland unless this has been explicitly agreed, except for payment providers where required for billing.
2.2 Availability (service level)
The provider targets average monthly availability of 99% measured at the public internet interface.
- Maintenance: Emergency maintenance and announced updates do not count as downtime.
- Exclusions: No liability applies for disruptions caused by external providers, force majeure, or customer misconfiguration.
- Service credit: If availability falls below 99%, the customer may request a credit of 5% of the monthly fee per full percentage point of deviation, capped at 50% of the monthly fee. This is the exclusive remedy.
2.3 The SaaS product (AI functionality)
The system is document-centric. Answers, analyses, and summaries are based exclusively on documents uploaded by the customer.
The product does not access external databases or the public internet. It does not provide legal, financial, or tax advice. The customer is solely responsible for verifying all outputs.
2.4 Rights of use
The customer receives a non-exclusive, non-transferable right of remote access for its own purposes.
- Due care: Access credentials must be kept secret; the shared use of a single profile is prohibited.
- Misuse: Publishing content on public platforms or any unlawful use may lead to suspension.
- Source code: No right exists to obtain source code or copies of the database structure.
3. Maintenance and support
Standard support is available Monday to Friday, 09:00-12:00 and 13:30-16:30, excluding Zurich public holidays.
Further development: The provider may modify the service. If such changes are unreasonable, the customer has a special termination right with 20 days' notice to month-end.
3.1 Data and backup
- Export: After contract termination, an export option is available for 30 days in a machine-readable format.
- Deletion: After that period, all data is irreversibly deleted.
- Customer responsibility: The customer remains responsible for its end devices and virus scanning of its data.
4. Intellectual property and fees
Ownership and model training
Copyright: All rights to the software architecture and the models remain with the provider.
Customer data: Uploaded data remains the property of the customer. The provider does not use it to train public models or for machine learning training unless explicitly agreed.
4.1 Fees
Invoices are payable within 30 days net. In the event of late payment, statutory default interest may be charged without reminder. The provider may adjust prices unilaterally by up to 5% per year with four months' notice.
5. Warranty and liability
5.1 Duty of care and warranty
The provider performs its services with due care and in a professional manner in accordance with generally recognized industry standards. It warrants that during the contractual term the SaaS product materially corresponds to the expressly agreed functions and applicable user documentation.
The provider does not warrant that:
- the SaaS product will operate without interruption or errors;
- the SaaS product will meet the customer's individual expectations beyond the expressly agreed functions;
- all outputs generated by the system will be complete, accurate, legally correct, or fit for a particular purpose.
All outputs generated by the SaaS product are based exclusively on the documents uploaded by the customer. The provider does not verify the accuracy of customer data or outputs. The customer remains solely responsible for reviewing all outputs before relying on them for business, legal, financial, or operational decisions.
The warranty is void in cases of modification, misuse, improper operation, or use contrary to the contract. Unless expressly stated otherwise, any further warranty is excluded to the extent permitted under Swiss law.
5.2 Liability
The provider's liability for culpably caused personal injury is unlimited to the extent required by mandatory Swiss law.
Liability for direct property damage and financial loss is limited to the total remuneration paid by the customer for the cloud service during the twelve (12) months preceding the damaging event.
Any further liability is excluded, in particular for:
- indirect or consequential damages, such as lost profits;
- loss of use or business interruption;
- loss of or damage to data, except in cases of gross negligence or intent;
- damage resulting from customer decisions based on system output;
- service interruptions caused by third-party providers, including infrastructure and internet providers, outside the provider's direct control.
Mandatory liability under Swiss law, including liability for gross negligence or unlawful intent, remains reserved.
6. Term of the contract
6.1 Term and termination
The contract enters into force as soon as the customer completes the registration process, accepts these terms via click-wrap, and successfully pays the subscription fee. Electronic acceptance is deemed equivalent to a handwritten signature.
The contract is concluded for an indefinite period on a monthly subscription basis. Either party may terminate the contract at any time with effect as of the end of the current calendar month via the cancellation function in the account settings.
The right to extraordinary termination for cause, for example material breach of contract or continued payment default after notice, remains reserved.
6.2 Consequences of termination
Upon termination, access to the service ends automatically at the end of the current calendar month. For a period of 30 days after termination, the customer has access to an export function to download customer data in a standard machine-readable format.
After this 30-day period, the provider irreversibly deletes all customer data from its production systems and backups unless legal retention obligations require otherwise.
7. Assignment and transfer of the contract
The provider may assign this agreement to an affiliated company in connection with a restructuring or asset transfer, for example the transfer of the yeos business to a future yeos AG.
The acquiring entity assumes all rights and obligations. The level of service and data protection may not be reduced. The customer will be informed in advance and has a 30-day right to object, which entitles the customer to terminate the contract as of the end of the billing period.
8. Miscellaneous provisions
8.1 Confidentiality and references
Both parties undertake to treat all non-public information relating to the other party's business confidentially. This obligation survives termination of the contract. The provider may use customer logos or names for marketing purposes only with explicit written consent.
8.2 Data protection and cookies
The provider processes personal data in accordance with Swiss data protection law. Technically necessary cookies are used for secure operation, including session management, authentication, and security, and do not require separate consent. Additional details are set out in the separate privacy policy.
8.3 Written form and amendments
Amendments must be made in text form. Material changes to these terms will be communicated to the customer at least 30 days before they take effect. If no written objection is received within that period, the new terms are deemed accepted.
8.4 Applicable law and place of jurisdiction
This contract is governed exclusively by Swiss law, to the exclusion of the CISG and conflict-of-law provisions.
The exclusive place of jurisdiction for all disputes is the provider's registered office in Zurich, while the provider remains entitled to sue the customer at the customer's place of business.