These Terms and Conditions govern business subscriptions to services provided by Aumera AG, Hauptbahnhofstrasse 7, 4500 Solothurn, Switzerland, CHE-148.062.129 ("Aumera").

They apply together with the relevant subscription agreement or order form issued by Aumera (the "Order Form") and Aumera's Data Processing Agreement (the "DPA").

These Terms apply only to customers acting for business or professional purposes. They do not apply to consumers.

1. THE AGREEMENT

The agreement consists of the Order Form (Subscription Agreement), these Terms and the DPA.

If they conflict:

• the Order Form prevails for customer-specific scope, fees, discounts, subscription terms and other expressly agreed commercial terms; and

• the DPA prevails for the processing of personal data on behalf of the Customer.

An Order Form issued by Aumera constitutes Aumera's offer to provide the Service on the terms stated in it.

Unless the Order Form states a different validity period, the offer is valid for 30 days from the date Aumera sends or otherwise makes the Order Form available to the Customer.

The agreement becomes binding when the Customer accepts or signs the Order Form within that validity period.

Acceptance after the validity period is effective only if confirmed by Aumera in writing.

A separate signature by Aumera is not required unless the Order Form expressly states otherwise.

A person accepting or signing an Order Form on behalf of a Customer represents that they are authorised to bind the Customer to the agreement.

2. THE SERVICE

Aumera provides AI-supported software, agents, workflows, integrations, configuration, support and related services as described in the Order Form (the "Service").

Aumera may improve, develop or change the Service during the subscription. Aumera will not materially reduce the core functionality purchased by the Customer during a paid subscription period.

Features provided free of charge, as previews, experiments or beta features may be changed, restricted or discontinued at any time.

Aumera aims to keep the Service available and reliable but does not guarantee uninterrupted or error-free operation. Maintenance, security work, technical faults, internet connectivity and third-party services may temporarily affect availability.

Unless expressly agreed in the Order Form, no specific service level, response time or availability percentage is guaranteed.

3. CUSTOMER ACCOUNTS, ACCESS AND PERMISSIONS

The Customer is responsible for its users, account information and access credentials. It must promptly remove access that is no longer required and inform Aumera of suspected unauthorised access.

The Customer will give Aumera only the permissions and system access reasonably required to provide the Service.

The Customer remains responsible for deciding which users, systems, data, functions and actions an agent may access.

Aumera may assist with configuration, permissions and automation settings. The Customer must review and approve the final configuration, access rights and automation settings before productive use.

The Customer must apply appropriate access controls and follow the principle of least privilege where reasonably possible.

Where the Customer connects a mailbox, account or other system containing Personal Data relating to employees or third parties, the Customer is responsible for ensuring that it is authorised to grant the configured access and that any required notices, internal policies and restrictions concerning such access and use have been implemented.

4. AI OUTPUTS AND AGENT ACTIONS

AI systems are probabilistic and may produce inaccurate, incomplete, outdated, unexpected or unsuitable outputs.

Agents may also take incorrect or unintended actions, including creating, changing, sending, publishing, moving, overwriting or deleting information where the Customer has granted the necessary access.

The Customer must apply a level of human review appropriate to the nature and risk of the relevant workflow.

For workflows involving material decisions, communications, bookings, transactions, legal rights, finances, reputation, personal data or third parties, the Customer must implement appropriate review, approval, access and recovery controls.

Where the Customer enables autonomous actions without prior human approval, the Customer acknowledges that actions may occur before human review. The Customer is responsible for:

• the instructions and permissions provided to the agent;

• determining which actions may be performed autonomously;

• testing workflows before productive use;

• implementing appropriate limits, approval rules and safeguards;

• monitoring autonomous operation; and

• maintaining appropriate recovery procedures.

Aumera may provide approval mechanisms, controls, recommendations, monitoring or other safeguards. These do not replace the Customer's own supervision, internal controls or professional judgement.

AI outputs are not a substitute for legal, financial, medical, safety or other regulated professional advice.

The Service must not be used as the sole basis for safety-critical decisions or decisions that produce legal or similarly significant effects for individuals unless suitable human review and all legally required safeguards are in place.

5. AI REGULATORY RESPONSIBILITIES

Each party is responsible for complying with the laws and regulatory requirements applicable to it in its respective role in relation to the provision or use of artificial intelligence.

Aumera is responsible for obligations that apply to Aumera as provider of the Service.

The Customer is responsible for obligations arising from the context in which it deploys and uses the Service, including where applicable:

• informing individuals that they are interacting with an AI system;

• providing transparency notices or disclosures;

• establishing appropriate human oversight;

• determining whether a particular use is legally permitted;

• conducting required assessments;

• obtaining necessary permissions or approvals; and

• implementing safeguards appropriate to the Customer's specific use case.

Aumera will provide information about the Service reasonably necessary for the Customer to comply with applicable regulatory requirements relating to its use of the Service.

The Customer must not configure or use the Service for a prohibited or legally regulated high-risk use unless Aumera has expressly agreed that the relevant Service is suitable for that use and the parties have implemented any safeguards required by applicable law.

6. CUSTOMER DATA AND BACKUPS

The Customer retains all rights in data, content, documents, instructions and other materials it or its users provide to, upload to or make accessible through the Service ("Customer Data").

The Customer grants Aumera the rights necessary to process Customer Data solely to:

• provide and operate the Service;

• maintain and secure the Service;

• provide support; and

• configure and improve the Customer's own agents, workflows and context.

The Customer is responsible for the legality, accuracy and quality of Customer Data and instructions.

The Customer must have all rights, permissions and legal grounds required to provide Customer Data to Aumera and to use it with the Service.

Backups

The Customer must maintain regular, current and independently recoverable backups of all important data, particularly data held in connected systems.

Before enabling write, overwrite or delete permissions, the Customer must verify that appropriate backup and recovery procedures are working.

Aumera may maintain operational backups of systems operated by Aumera for security, resilience and disaster-recovery purposes. Such backups are not intended to replace the Customer's own backup obligations or provide item-level recovery of Customer Data.

Aumera is not responsible for backing up systems or data outside the Service.

The Customer is responsible for restoring data from its own backups. Aumera does not guarantee that data changed or deleted by a user, an agent or a connected system can be recovered.

7. DATA PROTECTION

Each party will comply with the data protection laws applicable to it.

Where Aumera processes personal data on the Customer's behalf, the Customer is the controller and Aumera is the processor unless the parties have a different role under applicable law.

This processing is governed by the DPA.

The Customer remains responsible for:

• determining the purposes and lawful basis of the processing;

• giving required privacy notices;

• handling data-subject rights;

• determining which personal data may be used with the Service; and

• ensuring that its instructions and use of the Service are lawful.

Aumera acts as an independent controller for personal data it processes for its own business purposes, such as account administration, contracting, billing, security, support and website operation. This processing is described in Aumera's Privacy Policy.

Model training and service improvement

Aumera will not use Customer Data to train foundation models or general-purpose AI models.

Where Aumera uses third-party model or AI service providers to process Customer Data, Aumera will use services and configurations under which Customer Data is not used to train or improve general-purpose or foundation models, unless the Customer expressly instructs or agrees otherwise.

Aumera may use Customer Data to configure, operate and improve the Customer's own agents, workflows and context.

Aumera may use anonymised or aggregated technical and usage information to operate, secure, analyse and improve its services, provided that this information does not identify the Customer or any individual.

Subprocessors and international processing

Aumera may use subprocessors, including hosting, model, software, infrastructure and support providers.

Their use, processing locations, applicable safeguards and the Customer's rights are governed by the DPA and Aumera's applicable subprocessor information.

Where Customer Data is transferred internationally, Aumera will implement safeguards required by applicable data protection law.

Customer-authorised third-party services may process Customer Data in locations determined by those third parties.

Security

Aumera will maintain appropriate technical and organisational security measures taking into account the nature of the Service and the risks of the processing.

No service can be completely secure, and Aumera does not guarantee that security incidents can never occur.

8. CONFIDENTIALITY

Each party will protect the other party's non-public information using at least reasonable care and will use it only to perform the agreement or exercise rights under it.

Confidential information includes Customer Data, non-public technical information, business information, pricing, security information, product plans and other information that should reasonably be understood as confidential.

The confidentiality obligation does not apply to information that:

• becomes public through no breach of the agreement;

• was lawfully known without confidentiality restriction;

• is independently developed without use of the other party's confidential information; or

• is lawfully received from a third party without confidentiality restriction.

A party may disclose confidential information where required by law or a competent authority, provided it gives advance notice where legally permitted.

9. ACCEPTABLE USE

The Customer must not use the Service to:

• violate applicable law;

• infringe third-party rights;

• bypass security, technical or usage controls;

• introduce malicious code;

• attempt unauthorised access to systems or information;

• interfere with or disrupt the Service;

• intentionally obtain information it is not authorised to access;

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, architecture, model configuration or non-public technical components of the Service, except where such restriction is prohibited by law;

• attempt to extract, reveal, reconstruct or systematically obtain system prompts, hidden instructions, internal reasoning, confidential configuration, model parameters, security controls, evaluation logic or other non-public information relating to the Service;

• use prompt injection, automated probing, adversarial testing or similar techniques for the purpose of obtaining information or access that the Customer is not authorised to receive;

• use automated means to scrape, crawl, harvest or systematically extract data, outputs or other information from the Service except through functionality or APIs expressly provided or authorised for that purpose;

• circumvent usage limits, rate limits, quotas, access controls, technical restrictions or billing mechanisms; or

• use the Service, its non-public technology or outputs obtained through systematic extraction to develop, train or materially improve a directly competing AI model or service.

Authorised security testing, integration testing or evaluation agreed with Aumera is not prohibited by this section.

Aumera may restrict, remove, disable or suspend affected Customer Data, functionality or access where reasonably necessary to prevent unlawful use, security risks, infringement, unauthorised extraction, harm to the Service or third parties, or a material breach of the agreement.

Where reasonably possible, Aumera will inform the Customer first and allow it to remedy the issue. Aumera may act immediately where necessary to protect security, confidential information, the Service or other customers.

10. FAIR USE

Usage included in the subscription is intended for the Customer's ordinary business use within the package, organisation, teams, business units and scope stated in the Order Form.

This may include Customer-facing, partner-facing or public-facing use where supported by the relevant Service.

Unless a specific usage limit is stated in the Order Form, Aumera does not apply per-message, per-token or similar usage charges to ordinary use of the Service.

Fair use may be exceeded where usage is abusive, technically unusual or exceptionally high to the extent that it:

• materially impairs the Service for others;

• creates a material security or operational risk;

• results from unintended or uncontrolled automated activity; or

• causes sustained model, infrastructure or third-party costs that are clearly disproportionate to the subscription fee and the Customer's agreed scope.

Occasional peaks in usage do not by themselves constitute excessive use.

If usage exceeds fair use, Aumera will normally contact the Customer and seek a reasonable solution, such as workflow optimisation, technical limits or a package adjustment.

Aumera will not impose retroactive or additional charges unless the Customer agrees to them in advance.

If disproportionate usage continues after Aumera has notified the Customer and the parties have not agreed a reasonable solution, Aumera may apply reasonable usage limits to the affected functionality.

Aumera may apply reasonable temporary limits without prior notice where urgently required to protect security, service stability, prevent uncontrolled automated activity or protect other customers.

11. PROFESSIONAL SERVICES AND ADDITIONAL WORK

Aumera may provide onboarding, configuration, development, integrations, consulting or other professional services in connection with the Service.

Unless Aumera discloses an exclusion, limitation or additional charge before the Customer confirms the relevant service or request, such services are included in the applicable subscription or agreed fees.

Aumera may offer additional, expanded or separately commissioned services for an additional fee.

Where applicable, the scope, deliverables, assumptions, timing and fees for such additional services will be agreed with the Customer in an Order Form, statement of work, written proposal or other written agreement before the additional work is undertaken.

Any project-specific terms expressly agreed for such additional services prevail over these Terms for the relevant project.

12. THIRD-PARTY SERVICES

The Service may connect to or depend on third-party models, software, infrastructure, data sources, APIs, websites and other systems ("Third-Party Services").

Aumera is not responsible for changes, outages, errors, restrictions, data quality or discontinuation caused by Third-Party Services outside Aumera's reasonable control.

This does not limit Aumera's obligations under the DPA with respect to subprocessors engaged by Aumera.

The Customer is responsible for third-party systems, accounts and services selected, controlled or contracted directly by the Customer, including their availability, configuration, permissions and terms of use.

External third-party fees for services contracted directly by the Customer, or specifically procured by Aumera at the Customer's request, are not included unless expressly stated in the Order Form or otherwise agreed.

Model usage supported and provided by Aumera is included where the Order Form states that it is included, subject to the Fair Use section.

If a Third-Party Service materially changes, restricts or discontinues functionality relied upon by the Service, Aumera may reasonably modify the affected integration or functionality.

13. FEES AND PAYMENT

Fees, billing periods, discounts, subscription commitments and payment timing are set out in the Order Form.

Fees are exclusive of VAT and similar taxes unless expressly stated otherwise.

Invoices are due within 30 days unless the Order Form states otherwise.

Except where expressly stated in the agreement or required by applicable law, fees are non-refundable.

If an undisputed amount remains overdue after written reminder, Aumera may charge statutory default interest and may suspend affected parts of the Service after giving reasonable notice.

The Customer may not withhold or offset payments unless its claim is undisputed or finally determined.

Price changes

Aumera may change recurring subscription fees for a future renewal period.

Aumera will notify the Customer of a price increase at least four months before the applicable renewal date and, where necessary, sufficiently early to allow the Customer to exercise any ordinary cancellation right under the Order Form before the increase takes effect.

Price changes do not apply retrospectively or during an already commenced paid subscription period.

Any contractual, fixed-term or perpetual discount expressly stated in the Order Form will continue to apply according to its stated terms.

14. INTELLECTUAL PROPERTY

Aumera technology

Aumera and its licensors retain all rights in the Service and its underlying technology, including:

• software;

• models;

• architecture;

• generic agents and workflows;

• prompts and prompt frameworks;

• methods and processes;

• connectors;

• templates;

• documentation;

• configuration techniques;

• know-how; and

• improvements.

The Customer receives a non-exclusive, non-transferable right to use the Service during the subscription for its business purposes.

Where supported by the applicable Service, this includes using configured agents, workflows, outputs or interfaces in interactions with the Customer's employees, customers, guests, partners or other authorised end users.

This does not give the Customer the right to resell, sublicense or commercially provide the underlying Aumera Service to third parties unless expressly agreed in the Order Form.

Non-public technical information

Aumera is not required to disclose system prompts, internal agent instructions, model configurations, security controls, evaluation criteria or other non-public technical information relating to the Service, except where disclosure is required by law or expressly agreed in writing.

Nothing in the agreement grants the Customer any right to access or obtain such information.

Customer-specific configurations

Customer Data and Customer-provided materials incorporated into configurations remain the Customer's property.

Aumera retains its rights in underlying technology, reusable components, generic workflows, prompts, methods, connectors, templates, know-how and improvements, including where these are used when creating Customer-specific configurations.

Unless otherwise agreed in the Order Form, Customer-specific configurations may be used by the Customer as part of the Service for the duration of its subscription.

Outputs

The Customer may use outputs generated for it through the Service for its business purposes, subject to applicable law and third-party rights.

As between the parties, Aumera does not claim ownership of Customer Data or outputs generated specifically for the Customer, except for Aumera technology or materials contained in them.

Because AI systems may generate similar or identical outputs for different users, outputs are not guaranteed to be unique or capable of intellectual property protection.

The Customer is responsible for reviewing outputs before publishing or otherwise using them where intellectual property or other third-party rights may be relevant.

Feedback

If the Customer provides feedback, ideas or suggestions about the Service, Aumera may use them without restriction or payment, provided that Aumera does not disclose Customer confidential information or Customer Data.

Intellectual property complaints

If a third party reasonably believes content made available through the Service infringes its intellectual property rights, it may notify Aumera at legal@aumera.ai with sufficient information to identify the affected content and the claimed right.

Aumera may investigate such notices and, where appropriate, restrict, disable or remove access to the affected content.

15. WARRANTIES

Aumera will provide the Service with reasonable care and professional skill.

Except for this express commitment and to the fullest extent permitted by law, the Service is provided as available.

Aumera does not warrant that:

• the Service will always be uninterrupted or error-free;

• AI outputs will always be complete, accurate, current or suitable;

• agent actions will always produce the intended result;

• the Service will meet every Customer requirement;

• the Service will achieve a particular business result; or

• every error or defect can or will be corrected.

The Customer is responsible for evaluating whether the Service is suitable for its intended use and for obtaining professional advice where required.

16. LIABILITY

Nothing in the agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for wilful misconduct or gross negligence.

To the fullest extent permitted by law, Aumera is not liable for losses resulting from:

a. the Customer's reliance on AI outputs or agent actions without appropriate review or safeguards;

b. autonomous actions enabled by the Customer;

c. Customer instructions, Customer Data, permissions, configurations, approvals, integrations or use contrary to the agreement or Aumera's reasonable recommendations;

d. the Customer's failure to maintain appropriate backups, access controls, approval processes or recovery procedures;

e. Third-Party Services, systems or content outside Aumera's reasonable control; or

f. circumstances otherwise caused by the Customer or persons for whom the Customer is responsible.

To the fullest extent permitted by law, Aumera is not liable for:

• loss of profit;

• loss of revenue;

• loss of savings;

• loss of business;

• loss of opportunity;

• loss of goodwill or reputation;

• business interruption;

• loss or corruption of data;

• costs of substitute services; or

• indirect, incidental or consequential loss.

Liability cap

To the fullest extent permitted by law, Aumera's total aggregate liability arising out of or in connection with the agreement, across all claims and legal grounds, is limited to the subscription fees paid or payable by the Customer for the Service during the twelve months immediately preceding the event giving rise to the first claim.

If the event giving rise to the first claim occurs during the first twelve months of the subscription, the cap is the subscription fees paid or payable for the first twelve months of the applicable subscription.

The cap applies across all legal grounds, including contract, tort and unjust enrichment.

To the fullest extent permitted by law, liability for Aumera's employees, directors, contractors, subprocessors and other auxiliary persons is excluded or limited to the same extent.

The limitations in this section reflect the parties' allocation of risk and apply even if a remedy does not fully compensate the Customer.

17. CUSTOMER RESPONSIBILITY FOR THIRD-PARTY CLAIMS

The Customer will indemnify Aumera against third-party claims, losses and reasonable costs arising from:

• unlawful Customer Data;

• unlawful Customer instructions or use of the Service;

• infringement of third-party rights by Customer Data or Customer-provided materials;

• the Customer's material breach of the Acceptable Use section; or

• the Customer's material breach of its data protection obligations.

This does not apply to the extent that the claim was caused by Aumera's breach of the agreement.

Aumera will promptly notify the Customer of an indemnified claim and allow the Customer to control its defence and settlement.

The Customer may not settle a claim in a manner that admits liability by Aumera, imposes non-monetary obligations on Aumera or materially affects Aumera's rights without Aumera's prior consent.

Aumera will provide reasonable cooperation with the defence at the Customer's expense.

18. TERM, SUSPENSION AND TERMINATION

The initial term, renewal and ordinary cancellation rules are stated in the Order Form.

Termination for breach

Either party may terminate the agreement for material breach if the other party does not remedy the breach within 30 days after written notice.

Immediate termination is permitted where:

• the breach cannot reasonably be remedied;

• continued performance would be unlawful; or

• insolvency proceedings materially affect the other party's ability to perform its obligations.

Aumera may suspend affected parts of the Service where permitted under these Terms.

Suspension does not remove the Customer's payment obligations where the suspension results from the Customer's breach.

Fees following termination

If the Customer terminates the agreement because of Aumera's material breach that Aumera has failed to remedy within the applicable cure period, Aumera will refund prepaid subscription fees attributable to the period after termination.

If Aumera terminates because of the Customer's material breach, or the Customer terminates other than as permitted by the agreement, prepaid fees are non-refundable and fees relating to an agreed committed subscription period remain payable, unless the Order Form states otherwise.

Data following termination

On termination, the Customer's right to use the Service ends.

The Customer should export any Customer Data it requires before the end of the subscription.

For 30 days following termination, Aumera will, upon request and where technically supported, make Customer Data stored in the Service available for export in a commonly used format.

After this period, Aumera may delete Customer Data.

Subject to the DPA and applicable legal retention obligations, Aumera will delete or return Customer Data within 60 days after termination.

Residual backup copies may remain until deleted through Aumera's ordinary backup cycle and will remain protected in accordance with the agreement while retained.

Sections intended by their nature to continue after termination, including confidentiality, intellectual property, payment, liability, indemnification and governing law, survive termination.

19. CUSTOMER REFERENCES

Unless the Customer requests otherwise in writing, Aumera may identify the Customer by name and logo as an Aumera customer in customer lists, presentations, websites and similar factual references.

Aumera will not publish a detailed case study, testimonial or statement attributed to the Customer without the Customer's prior approval.

20. CHANGES TO THESE TERMS

Aumera may update these Terms from time to time.

Changes that materially affect the Customer's rights, fees or subscription scope will apply from the next renewal period and will be communicated to the Customer by email at least four months before renewal.

Where necessary, such notice will be given sufficiently early to allow the Customer to exercise an applicable ordinary cancellation right before the change takes effect.

Other changes, including clarifications and changes reasonably required for legal, regulatory, security or technical reasons, may apply upon publication or notification.

The Terms in effect when a subscription period begins govern that subscription period, except where:

• a change must apply earlier by law;

• the change is reasonably required to address an urgent security or regulatory issue; or

• the Customer accepts the change.

21. GENERAL

Force majeure

Neither party is liable for delay or failure caused by events outside its reasonable control.

This does not excuse the Customer's obligation to pay amounts already due.

Assignment

The Customer may not assign the agreement without Aumera's prior written consent.

Aumera may assign the agreement to an affiliate or in connection with a merger, reorganisation, financing, acquisition or transfer of the relevant business, provided that this does not materially reduce the Customer's contractual rights.

Notices

Notices concerning cancellation, breach, termination or material contractual changes must be sent by email.

Notices to the Customer may be sent to the email address used for the subscription, the Customer's account or another contact email provided by the Customer to Aumera.

Cancellation notices to Aumera must be sent to: subscription@aumera.ai

Legal notices to Aumera must be sent to: legal@aumera.ai

A notice is considered received when it reaches the recipient's email system, unless the sender receives an automated message indicating that delivery failed.

Severability

If any provision of the agreement is invalid or unenforceable, the remaining provisions remain effective.

The parties will replace an invalid or unenforceable provision with a valid provision that comes as close as reasonably possible to its commercial purpose.

No waiver

Failure or delay in enforcing a provision does not constitute a waiver of that provision or any other right.

Entire agreement

The agreement contains the entire agreement between the parties concerning the Service and replaces prior discussions, representations and agreements relating to the same subject matter.

Changes or additions agreed specifically between the parties must be documented in the Order Form or otherwise agreed in writing.

22. GOVERNING LAW AND JURISDICTION

The agreement is governed by Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The courts at Aumera's registered office have exclusive jurisdiction, subject to any mandatory place of jurisdiction.

CONTACT

Aumera AG
Hauptbahnhofstrasse 7
4500 Solothurn
Switzerland
CHE-148.062.129

Legal and contract notices
legal@aumera.ai

Subscription cancellation
subscription@aumera.ai