General Terms and Conditions (GTC)

Tyche Consulting GmbH, trading name «Klaumo»

1. Definitions and subject matter

1.1These General Terms and Conditions (GTC/AGB) govern how Tyche Consulting GmbH, Tobelstrasse 13, 5445 Eggenwil, Switzerland, UID CHE-351.849.013 («Klaumo»), sets up, operates and maintains solutions with artificial intelligence, automations and digital solutions for its customers («Customer»). «Klaumo» is a trading name of Tyche Consulting GmbH; the contracting party is always Tyche Consulting GmbH.

1.2In these GTC:

Quote (Offerte): Klaumo's written offer with a description of the services, quantities and prices;
Solution: everything Klaumo sets up or operates for the customer under the quote, for example an agent, an automation, a website, a shop, an app, an advertising account or a local AI system;
Agent: a program that uses AI models to speak, write or carry out tasks independently, for example on the telephone, in the chat, in WhatsApp, on the website or internally for the customer's employees;
Set-up: the one-off work up to the productive launch of the solution (analysis, concept, build, connection, testing);
Maintenance: ongoing operation, monitoring, adjustment and support for a monthly fee;
End users: persons who come into contact with the solution, for example callers, persons writing, website visitors, the customer's own customers or the customer's employees;
Customer data: all data that the customer, its employees or end users enter into the solution or that arises during operation (for example recordings, transcripts, enquiries, contacts, analyses);
Third-party providers: companies whose services Klaumo uses for the solution, for example for speech, language models, telephony, messaging, hosting and databases;
Included quantity: the units included in the monthly fee, for example conversation minutes, answers, posts or hours;
Working day: Monday to Friday, except public holidays in the Canton of Aargau;
In writing: on paper with a signature or in text form, in particular by e-mail.

1.3The solutions are mainly operated as a service over the internet. For this purpose, Klaumo provides the server-side infrastructure via its own accounts and accounts with third-party providers. The customer is responsible for its own infrastructure (devices, internet access, telephone system, own software). For local AI systems, the allocation set out in the quote applies.

2. Scope and contractual documents

2.1Klaumo concludes contracts only with companies, self-employed persons and organisations, not with consumers. The customer confirms that it is concluding the contract for its business or professional activity.

2.2The contractual documents are, in this order of precedence:

the quote accepted by the customer, with the description of services and prices;
the Data Processing Agreement (DPA/AVV) with its annexes;
for customers subject to professional secrecy: the professional secrecy agreement;
for customers based in the EU or the EEA: the GDPR addendum;
these GTC.

2.3The professional secrecy agreement and the GDPR addendum also take precedence over the DPA within their scope (professional secrecy, data protection under the General Data Protection Regulation (GDPR/DSGVO)). Otherwise, the order of precedence under section 2.2 applies.

2.4The DPA applies upon conclusion of the contract as soon as Klaumo processes personal data on behalf of the customer. The GDPR addendum applies upon conclusion of the contract if the customer is based in the EU or the EEA. No signature is required for this. The parties conclude the professional secrecy agreement in writing as soon as the customer is subject to professional secrecy; until then, Klaumo does not process any data protected by secrecy.

2.5Each document bears a date («Last updated»). Klaumo sends the customer the applicable version with the quote, and earlier versions on request.

2.6These GTC apply to all contracts between Klaumo and the customer, including later additional orders, without the need to refer to them each time. The version applicable in each case is the one valid under section 28.

2.7The customer's general terms and conditions apply only if Klaumo expressly agrees to them in writing. The fact that Klaumo is aware of them, does not object to them or provides services does not constitute consent. The customer's wishes regarding the content of the service become part of the contract only if they are set out in the quote or Klaumo confirms them in writing.

3. Conclusion of the contract

3.1After a conversation, Klaumo prepares a written quote. It is valid for 30 days unless it states otherwise.

3.2Prices stated on the website, in documents, in presentations and in conversations with Kaia or another Klaumo agent are non-binding «from» prices and descriptions. Only the quote is binding.

3.3The contract is concluded when the customer accepts the quote in writing. E-mail and electronic signature are sufficient. Whoever accepts the quote on behalf of the customer confirms that they are authorised to do so.

3.4If the customer places an order without a quote, for example for an additional service during maintenance, it is bound by its order for 14 days. The contract is concluded when Klaumo confirms the order in writing or begins work in a manner recognisable to the customer. A mere acknowledgement of receipt does not constitute acceptance.

3.5Declarations made by e-mail or via a shared system are deemed received on the same working day if they arrive on a working day between 08:00 and 17:00; otherwise at 08:00 on the next working day.

3.6Before the start, the customer provides truthful information on: company name, legal form, address, UID or VAT number, name and contact details of the authorised signatories and the responsible persons, and billing details. Klaumo may request appropriate evidence of this, for example an extract from the commercial register. The customer reports changes to this information without delay.

4. Services

4.1Areas. Klaumo offers in particular: analysis of processes and automation; AI agents for telephone, chat and messaging, appointment booking, shops, a company's internal knowledge («company memory») and speaking avatars; content from strategy through production and publication to analysis; websites, shops, web and mobile apps, advertising, local discoverability (local SEO) and visibility in AI searches (GEO); local AI systems for companies. What Klaumo owes in the individual case is set out only in the quote.

4.2Description of services. The scope results from the quote and the documents to which it expressly refers. Other information, for example on the website or in presentations, does not form part of it. Before acceptance, the customer checks whether the quote meets its requirements and is complete.

4.3Changes to the scope. After conclusion of the contract, the parties change the scope only jointly and in writing. A change may affect prices and deadlines; Klaumo states the consequences before implementation.

4.4Set-up. Klaumo analyses the customer's processes, prepares a concept, sets up the agreed solution, connects it to the customer's systems and tests it. The exact scope is set out in the quote.

4.5Maintenance. For the monthly fee, Klaumo operates and monitors the solution, adjusts it, updates it and supports the customer in accordance with section 9. The included quantities (for example conversation minutes or messages) are set out in the quote.

4.6Care and design. Klaumo works professionally in accordance with the state of the art at the time the contract is concluded. Where there are several professional approaches, Klaumo chooses the approach within the quote, for example the model, the voice or the tool.

4.7Equivalent replacement. Klaumo may replace individual components with equivalent ones if this serves the purpose of the solution, makes technical sense or is legally necessary, and the agreed core functions are preserved. Section 11 applies to third-party providers.

4.8No particular result. Klaumo owes the agreed services, not a particular economic result such as more revenue or more appointments. In particular, Klaumo does not guarantee any ranking in search engines, maps or AI answers, any reach of posts or any results of advertising campaigns. The savings stated in the process analysis are estimates; only the money-back rule under section 12.7 applies.

4.9Customer's components. If the customer integrates its own programs, interfaces, content, data or third-party services into the solution, or requests their integration, Klaumo operates them only technically. The customer is responsible for their content, lawfulness and functioning.

4.10Partial services. Klaumo may deliver divisible services in stages.

4.11Deadlines. Klaumo's dates and deadlines are guidelines unless they are expressly designated as binding in the quote. If work is delayed because the customer does not cooperate (section 6), because a third-party provider does not deliver or because of force majeure (section 27), the deadlines are postponed by that period plus a reasonable period for resumption. Klaumo informs the customer of this in writing.

4.12Training and advice. An introduction to the solution within the scope of the quote is included. Klaumo charges for further training, repeated explanations and individual advice on a time-and-materials basis (section 12.8).

4.13Place of performance is Klaumo's registered office in Eggenwil. Klaumo usually provides the services remotely.

5. Artificial intelligence

5.1Limits of AI. AI agents generate answers automatically. They can be wrong, misunderstand something or give incomplete answers. The same applies to texts, images and videos created with AI. Klaumo sets up the agents so that they answer only within the agreed scope and hand over to a person in case of uncertainty. Klaumo cannot guarantee an error-free answer in every individual case.

5.2Review by the customer. Before the launch and regularly thereafter, the customer checks whether the agent answers correctly, in particular about prices, opening hours, offers and procedures. The customer checks content created with AI before publication, unless the quote provides for automatic publication without approval. The customer determines what the agent does not talk about. An agent does not give binding legal, medical, tax or financial advice.

5.3No solely automated decisions. The solutions are not intended to make decisions without human involvement that have legal consequences for end users or significantly affect them (Art. 21 of the Federal Act on Data Protection (FADP/DSG)). If the customer wishes to use the solution in this way, a written agreement is required. The customer, as controller, is then responsible for the statutory obligations, in particular for information and human review.

5.4Responsibility for specifications. The customer is responsible for its specifications (instructions, knowledge content, settings, purpose of use) and for the content created on this basis that it uses or distributes. Klaumo's responsibility for professional set-up and operation (sections 4.6, 22 and 23) remains unaffected.

5.5Notice of AI. At the start of every conversation, end users learn that they are talking to an AI. Klaumo provides the notice text and sets it up as the agent's first sentence. The customer may not remove or weaken the notice. If the solution addresses persons in the EU, the customer also observes the transparency obligations of the EU AI Act (GDPR addendum). The customer labels images, videos and voices created with AI where the law or the rules of a platform require this; Klaumo supports the customer in this.

5.6Recording and transcript. Agents can record conversations and keep them as text. The customer ensures that end users are informed of this in advance and, where necessary, give their consent (Art. 179bis and 179ter of the Swiss Criminal Code (SCC/StGB)). Klaumo provides a notice text for this purpose. If a person refuses the recording, nothing is recorded or the conversation is handed over to a person. Recordings and transcripts are deleted in accordance with the periods set out in the DPA.

5.7Sensitive processes. The customer considers carefully which information the agent may receive and disclose. If an agent provides personal information (for example about orders, appointments or invoices), Klaumo builds in an identity check at the customer's request. Agents do not ask for passwords, card numbers or account numbers; payments are made only via secure payment links.

5.8Voices and persons. The solutions do not recognise persons by their voice and do not create voice profiles for identification. Klaumo uses the voice or appearance of a real person (for example for an avatar) only with that person's written consent, which the customer obtains.

5.9Training. Klaumo does not use customer data to train AI models (section 20.7).

5.10Professional secrecy. For customers subject to professional secrecy, section 21 also applies.

6. Customer's cooperation

6.1The customer provides Klaumo in good time and without special request with the information, documents, access and contact persons necessary for the set-up and operation. If it only becomes apparent during the work that more is needed, the customer provides it without delay.

6.2The customer checks the content that the agent is to use (prices, opening hours, offers, answers) and the documents it gives Klaumo for accuracy, completeness and lawfulness.

6.3The customer is responsible for the lawfulness of the content and of the data processing in its company. In particular, it ensures that

end users receive the notice of AI and recording (sections 5.5 and 5.6);
it contacts persons only if they have consented or another legal basis exists (section 7.3);
its privacy policy mentions the agents used (section 20.5).

6.4Klaumo does not deliver services that are unlawful in themselves, for example a third party's work without permission. However, Klaumo does not check whether the use planned by the customer is legally permissible, for example under trademark, competition, copyright, personality, professional or data protection law. The customer carries out this check itself or has it carried out by a professional.

6.5The customer meets the technical requirements specified by Klaumo, for example call forwarding to the agent's number, an up-to-date browser or access to its systems.

6.6The customer reports errors and incorrect answers of the agent as quickly as possible to support@klaumo.ch or by telephone (section 9).

6.7If the customer itself or a third party changes the solution, the telephone numbers, the connected systems or the content, the customer informs Klaumo in advance.

6.8If the customer does not cooperate, cooperates late or cooperates inadequately, the deadlines are postponed (section 4.11). Klaumo may interrupt the work and resume it as soon as the cooperation is provided and Klaumo has capacity again. Klaumo charges for the additional effort on a time-and-materials basis (section 12.8). Further claims remain reserved.

7. Permitted use, telephony and misuse

7.1The customer uses the solution only for its ordinary business activity and only within the limits of the law.

7.2In particular, it is prohibited:

to use the solution for unlawful, fraudulent, harassing, discriminatory or misleading purposes;
to impersonate another person, company or authority or to conceal that an agent is speaking;
to infringe the rights of third parties, for example copyright, trademark or personality rights;
to pass on access credentials to unauthorised persons or to make the solution available to third parties for use, unless the quote permits this;
to disrupt, overload or spy on the solution or the systems of Klaumo and the third-party providers, or to circumvent security measures;
to copy the solution in order to offer a competing product, or to extract its components, unless the law expressly permits this;
to be abusive or threatening towards Klaumo's employees.

7.3Advertising calls and advertising messages. The customer does not use the solution or the numbers provided by Klaumo for unsolicited advertising calls or for advertising messages without consent (Art. 3 para. 1 lit. o and u of the Federal Act against Unfair Competition (UCA/UWG)). Persons with an asterisk entry in the telephone directory are not called for advertising purposes. Klaumo sets up outgoing calls and messages only if they have been agreed in writing and the customer can prove the consents or the other legal basis. Klaumo implements the reactivation of the customer's existing customer data only after this check.

7.4Telephone numbers. If Klaumo provides a number, it is intended for the agreed solution. For outgoing calls, the number must be registered to the customer; the customer provides the necessary information about its company for this purpose. Only a number that the customer is lawfully entitled to use is displayed; an incorrect or third-party number must not be displayed.

7.5Own numbers and porting. If the customer keeps its existing number, it forwards calls to the agent or has the number transferred (ported). The number continues to belong to the customer. Whether a number provided by Klaumo can be transferred to the customer at the end of the contract depends on the telephone provider; Klaumo supports the customer in this, and the customer bears the costs.

7.6Emergencies. An agent is not an emergency service. It does not dial emergency numbers and cannot reliably recognise an emergency. The customer ensures that, if there are indications of an emergency, the agent immediately refers to the emergency numbers (112, 117, 118, 144) and to a person. Klaumo sets up this referral by default.

7.7Access credentials. The customer keeps its access credentials secret, gives them only to authorised employees and is responsible for their use. The customer reports misuse or a suspicion of misuse immediately.

7.8Monitoring. Klaumo may use technical means to check compliance with this section, the quantities and the limits. For this purpose, Klaumo uses only usage and log data (for example number and duration of conversations, sign-ins, accesses), not passwords. Klaumo accesses conversation content only insofar as necessary for troubleshooting, for fending off misuse or in accordance with the customer's instructions (DPA). Klaumo uses the data for no other purpose and deletes it in accordance with the periods set out in Annex 1 of the DPA.

7.9If the customer breaches this section, Klaumo may block the solution under section 25.6, terminate the contract under section 25.5 and demand indemnification under section 24.

8. Acceptance and notice of defects

8.1After the set-up, the customer tests the solution for 10 working days and reports material defects in writing.

8.2Klaumo remedies reported defects free of charge within a reasonable period.

8.3The set-up is deemed accepted if the customer does not report any material defects within the test period or uses the solution productively.

8.4If the quote provides for intermediate steps (for example concept, design, texts, content plan), the customer approves each step or reports its objections within 5 working days. Klaumo continues working after approval. If the customer does not report anything within the period, the step is deemed approved. Because later steps build on it, the customer checks intermediate steps particularly carefully.

8.5A report describes the defect in such a way that Klaumo can understand it: what happened, when, with which number, in which channel and, if possible, with a screenshot or conversation ID. The customer enables Klaumo to investigate.

8.6The customer reports defects that only become apparent later within 10 working days of discovering them. Otherwise, the service is also deemed approved in this respect (Art. 370 para. 3 of the Code of Obligations (CO/OR)).

9. Support and troubleshooting

9.1For customers with maintenance, Klaumo can be reached from Monday to Friday, 08:00–17:00, except on public holidays in the Canton of Aargau, by e-mail at support@klaumo.ch and by telephone at +41 78 619 96 55. Communication is possible in German and English and, where possible, also in French, Italian and Russian.

9.2Klaumo usually responds to reports on the next working day.

9.3Klaumo classifies errors and begins remedying them within service hours as follows:

Class	Description	Start of remedy
1	The solution cannot be used, for example the agent cannot be reached by callers, or security is at risk	on the same working day
2	An important function is significantly impaired, but the solution remains usable	on the next working day
3	A function is slightly impaired	within 5 working days
4	Cosmetic defect without impact on use	with the next scheduled adjustment

Klaumo then works without unnecessary interruption until the error is remedied or a workaround is found. The times are response times, not guaranteed resolution times.

9.4Response outside service hours is provided only if the quote provides for it; the surcharge is set out in the quote.

9.5For simple questions (for example setting up call forwarding, changing content), Klaumo gives the customer short instructions. The customer uses these first.

9.6Klaumo does not provide support for third-party programs that the customer uses itself, except for the agreed connection to the solution.

9.7Klaumo provides information on the accessibility of the solutions on request.

10. Availability, maintenance work and further development

10.1Klaumo operates the solution with care but cannot guarantee any particular availability, because it depends on third-party providers, telephone networks and internet connections. If the agent fails, calls are forwarded to the customer's employees where possible.

10.2If the quote expressly guarantees availability, the following applies:

availability is measured per calendar month; the time of permitted unavailability is not counted;
permitted are announced maintenance work under section 10.3, force majeure (section 27), faults in the customer's infrastructure and general faults of the internet or the telephone networks outside the services Klaumo uses;
if availability falls below the guaranteed level, Klaumo credits the customer with twice the missing percentage points of the monthly fee for the affected service, up to a maximum of the monthly fee;
the customer requests the credit within 60 days by e-mail to support@klaumo.ch, otherwise it lapses; it is offset against the next invoice and not paid out.

10.3Klaumo announces scheduled maintenance work at least 2 working days in advance, stating the expected time and duration, and carries it out outside the customer's business hours where possible. Klaumo may carry out work without interruption at any time.

10.4In urgent cases, for example to remedy an error or fend off an attack, Klaumo may intervene without notice and informs the customer afterwards.

10.5Klaumo monitors the operation of the solution and responds to faults in accordance with section 9.3.

10.6Klaumo protects the solution and the customer data with appropriate technical and organisational measures (Annex 1 of the DPA).

10.7Klaumo continuously develops the tools it uses. Klaumo may update models, voices, tools and workflows, provided that the agreed functions are preserved. Klaumo announces material changes as early as possible. Klaumo may offer new functions free of charge or for an additional fee. If this changes the technical requirements on the customer's side, Klaumo informs the customer.

10.8If Klaumo incorporates a suggestion from the customer into its general tools, Klaumo may offer the result to all customers. Klaumo does not use the customer's data or business secrets for this.

11. Third-party providers

11.1For the solution, Klaumo uses services of third-party providers, for example for speech, language models, telephony, hosting and databases. The current providers are listed in Annex 2 of the DPA. Klaumo may replace a provider with an equivalent one if the purpose and the level of data protection remain the same. The procedure for this is governed by the DPA.

11.2For platforms used by the solution, their terms also apply, for example for WhatsApp and Instagram (Meta), Google, Shopify, the app stores of Apple and Google or the telephone provider. The customer complies with these terms. Klaumo points out the important rules to the customer.

11.3Klaumo may conclude contracts with third-party providers in its own name or in the name of the customer, depending on what simplifies processing. Accounts whose fees the customer pays directly (for example Meta's fees for WhatsApp, advertising budgets, Shopify plans, app store fees, the customer's licences) are opened in the customer's name.

11.4If a third-party provider changes its service or its prices or discontinues it, Klaumo adapts the solution within the scope of maintenance or proposes an equivalent replacement. Section 14.2 applies to price increases.

11.5If the licence of an open-source component requires that parts based on it be disclosed, Klaumo may publish only those parts. The customer's data, content, settings, instructions and business secrets are never published. Klaumo informs the customer in advance.

11.6Section 23.3 applies to liability.

12. Prices

12.1The prices in the quote apply, in Swiss francs. Tyche Consulting GmbH is currently not registered for VAT, so no VAT (MWST) is charged. If it becomes liable for VAT, it will charge VAT in addition at the statutory rate.

12.2Set-up. The price of the set-up is invoiced upon acceptance of the quote and must be paid before work begins. Once Klaumo has started work, it is not refunded.

12.3Monthly fee. The monthly fee and any additional usage are invoiced at the end of each calendar month according to the services actually provided. The first month begins on the day the solution goes live and is calculated pro rata.

12.4Third-party fees. Klaumo passes on third-party providers' fees that go beyond the quote and that the customer expressly orders (for example its own telephone numbers or additional licences) at cost, or has them charged directly to the customer. The customer pays fees under section 11.3 directly.

12.5Annual prepayment. If the customer pays the monthly fee for 12 months in advance, Klaumo charges 11 monthly fees. Additional usage continues to be charged under section 12.3.

12.6Credit. The price of the Express Check is credited against the next step ordered from Klaumo, and the price of the process analysis against the implementation, as stated in the quote.

12.7Money back for the process analysis. If the process analysis finds less than 10 hours of potential savings per month (analysis for up to 20 persons) or less than 25 hours (20–50 persons), Klaumo refunds the price of the analysis; section 12.2 does not apply to this extent.

12.8Flat rate and time and materials. A flat-rate price covers everything necessary for the agreed service. It does not include additional costs arising from unforeseeable events, from a lack of cooperation by the customer or from hidden defects in the customer's documents or systems. If a price is stated in the quote as «approx.», «estimated» or «expected», or if nothing has been agreed, Klaumo charges for the actual effort at the hourly rate in the quote or the current price list.

12.9Additional services. Klaumo charges separately for services not included in the quote. Surcharges for urgent orders or work outside service hours apply only if they are set out in the quote or in the confirmation of the additional order.

12.10Partial invoices. For larger projects, for example a local AI system, Klaumo may issue partial invoices in accordance with the stages of the quote.

12.11Withdrawal by the customer. If the customer withdraws after accepting the quote but before work begins, without Klaumo having given a reason for this, the customer reimburses Klaumo for the costs and effort already incurred. After work has begun, section 12.2 applies; section 25 applies to maintenance. Mandatory statutory rights (Art. 377 and Art. 404 CO) remain reserved.

13. Included quantities, additional usage and credit balances

13.1The included quantities apply per calendar month. Unused quantities lapse at the end of the month; they are not carried over and not refunded.

13.2If usage exceeds the quantities included in the quote, Klaumo charges for the additional usage at the prices in the quote.

13.3Klaumo informs the customer as soon as 80 % of the included quantity for a month has been used.

13.4Additional usage in a month amounts to at most 50 % of the monthly fee. Klaumo charges more only with the customer's prior written approval. Without approval, Klaumo limits usage until the end of the month, and calls are forwarded to the customer's employees.

13.5If maintenance includes a quota of hours (for example support hours for operating a local AI system), section 13.1 applies accordingly. If the quota is not sufficient, Klaumo informs the customer as early as possible. Klaumo works additional hours only with the customer's consent, unless immediate work is needed to avert damage to the customer and the customer cannot be reached in time.

13.6If the customer buys quantities in advance (prepaid packages), it can use them for 12 months from purchase. After that, they lapse without compensation.

13.7To protect the customer's systems and budget, Klaumo may set limits, for example concurrent lines and conversations per day in accordance with the quote. If Klaumo detects unusual usage, for example automatic test calls or loops between systems, Klaumo informs the customer and may limit usage until the matter is clarified.

14. Price adjustment

14.1Klaumo may adjust the monthly fee once per calendar year in line with the Swiss Consumer Price Index (CPI/LIK), with at least 30 days' notice.

14.2If third-party providers increase their prices for the services used by more than 10 %, Klaumo may adjust the affected price component accordingly. Klaumo announces this in writing at least 60 days in advance and discloses the provider's increase.

14.3The customer may terminate the contract upon any price adjustment with the ordinary notice period under section 25.3, and under the «Partner 12» model also before the end of the minimum term. The previous price applies until the end of the contract.

15. Payment

15.1Invoices are payable within 30 days of the invoice date without deduction.

15.2The customer pays by bank transfer, usually by QR-bill. If Klaumo offers other means of payment (for example card or TWINT), the customer may use them. Cash payment is excluded.

15.3For new customers, for third-party services that Klaumo pre-finances (for example devices), or if there are doubts about solvency, Klaumo may request advance payment up to the amount of the next stage.

15.4The customer may only set off claims that Klaumo has acknowledged in writing or that a court has established with final and binding effect. The customer may not withhold payments, insofar as the law permits.

15.5Where payment in instalments has been agreed, the entire remaining amount becomes due if an instalment is not paid on time.

15.6Devices supplied by Klaumo (for example for a local AI system) remain Klaumo's property until paid in full. Klaumo may have the retention of title entered in the register at the customer's registered office (Art. 715 of the Swiss Civil Code (CC/ZGB)); the customer cooperates in this.

16. Late payment

16.1If the customer does not pay an invoice on time, it receives a payment reminder. Upon expiry of the payment period, the customer is in default without further reminder (Art. 102 para. 2 CO).

16.2If the amount has not been paid 14 days after the reminder, Klaumo may pause the maintenance and operation of the agent. During the pause, calls are forwarded to the customer's employees. The monthly fee remains payable.

16.3From the time of default, the customer owes default interest of 5 % per year (Art. 104 CO) and the reasonable costs of collection.

16.4If a second reminder to the customer's management with a deadline of at least 10 days also remains unsuccessful, Klaumo may immediately invoice all services under all contracts with the customer, terminate the contract without notice under section 25.5 and claim compensation for the damage. The right to enforce the claim immediately through the courts or debt enforcement proceedings remains reserved.

17. Rights to the results

17.1Upon full payment of the set-up, all results created for the customer belong to the customer: program code, configurations, prompts, knowledge content, documentation and all data generated during operation (recordings, transcripts, enquiries, contacts, analyses).

17.2If the solution contains general building blocks of Klaumo that were not created solely for the customer, the customer receives an unlimited, free and transferable right to use and modify them within the scope of its solution. Klaumo may continue to use such building blocks and its general know-how, without the customer's data or business secrets. Klaumo's internal tools and platform, with which Klaumo builds and operates solutions, remain Klaumo's property.

17.3On request, at any time and at the latest at the end of the contract, Klaumo hands over code, configurations and data to the customer in a common format. On request, Klaumo transfers to the customer accounts with third-party providers that were opened for the customer.

17.4Until the set-up has been paid in full, the customer may use the results for its company during the term of the contract but may not pass them on.

17.5If the solution contains third-party components (for example AI models, fonts, images, plug-ins, open-source components), the third parties' licences apply to them. The customer complies with them; Klaumo informs the customer of the important conditions.

17.6Copyright does not always arise in content created with AI. Klaumo transfers to the customer the rights that do arise. Klaumo does not use third-party protected works without permission but cannot rule out that content created with AI resembles an existing work, a trademark or a real person. The customer checks names, logos and images of persons before publication (sections 5.2 and 6.4).

17.7Klaumo is not obliged to keep internal drafts and working files after completion, insofar as they do not have to be handed over under section 17.3.

17.8Klaumo names the customer as a reference (name or logo) and places a note «created by Klaumo» on the customer's websites or apps only with the customer's written consent. Klaumo never names customers subject to professional secrecy without express consent.

18. Responsibility without maintenance

18.1Klaumo is not responsible for faults that occur when there is no (longer any) maintenance. This applies in particular after termination of maintenance, if the customer continues to operate the solution itself or if it never agreed to maintenance.

18.2The same applies to faults caused by the customer or a third party through changes to the solution, to the connected systems or to accounts with third-party providers, and to changes that a third-party provider makes to its service, as long as there is no maintenance.

18.3On request, Klaumo remedies such faults for payment on a time-and-materials basis. If the customer interferes with the solution during maintenance without consultation, Klaumo also charges for the additional effort for investigation, checking and remedy on a time-and-materials basis.

19. Confidentiality, fairness and non-solicitation

19.1Both parties treat the other party's confidential information as confidential, including after the end of the contract. Confidential information includes in particular business secrets: information that is not generally known, has economic value and is appropriately protected by the other party. This includes, for example, business ideas, strategies, customer lists, prices and contract content and, in Klaumo's case, also the structure of its tools, program code, documentation and security information.

19.2The receiving party protects this information with appropriate technical and organisational measures, passes it on only to persons who need it for the contract and are bound to confidentiality, and uses it only for the contract.

19.3The obligation does not apply to information that is or becomes generally known without breach of contract, that the receiving party has lawfully received from third parties without an obligation of confidentiality or has developed itself, or that it must disclose due to a legal obligation or an order of an authority or a court. In this case, it informs the other party in advance, insofar as permitted.

19.4Neither party makes untrue or misleading statements about the other (Art. 3 para. 1 lit. a UCA), including after the end of the contract. Objective criticism, the protection of legitimate interests, statutory reporting obligations and recourse to authorities and courts remain permitted.

19.5During the term of the contract and for 12 months thereafter, the customer does not specifically solicit any employees or freelancers of Klaumo with whom it had dealings in the performance of the contract. General job advertisements and unsolicited applications do not constitute solicitation. In the event of a culpable breach, the customer compensates Klaumo for the resulting damage.

20. Data protection

20.1Insofar as Klaumo processes personal data on behalf of the customer, Klaumo is the processor and the customer is the controller. The DPA applies.

20.2Klaumo processes the data only in the way the customer itself would be permitted to do and only in accordance with its instructions (Art. 9 FADP). The sub-processors listed in Annex 2 of the DPA are approved upon conclusion of the contract. The procedure in the DPA applies to changes.

20.3Personal data is disclosed abroad only if the requirements of Art. 16 and 17 FADP are met: to states with adequate data protection under Annex 1 of the Data Protection Ordinance (DPO/DSV), to US recipients certified under the Swiss-U.S. Data Privacy Framework, or otherwise with the standard contractual clauses recognised by the Federal Data Protection and Information Commissioner (FDPIC/EDÖB), including the adaptations for Switzerland and a risk assessment. The basis for each provider is set out in Annex 2 of the DPA.

20.4Klaumo informs the customer immediately, and at the latest within 24 hours of becoming aware of it, of any breach of data security affecting the customer's data (DPA). The customer, as controller, makes the notification to the FDPIC under Art. 24 FADP; Klaumo supports the customer in this.

20.5The customer informs end users in accordance with Art. 19 FADP, in particular about the use of AI, the recording and the transcript, the sub-processors used, disclosure abroad and the retention period. Klaumo provides the customer with the information needed for this.

20.6Klaumo is itself the controller for the data it needs for the contract itself (contact details, billing data, communication with the customer) and for the usage and log data under section 7.8. This processing is separate from the processing on behalf of the customer; details are set out in Klaumo's privacy policy.

20.7Klaumo does not use the customer's data to train its own or third-party AI models and switches off training with this data at the third-party providers, insofar as the providers make this possible.

20.8Klaumo may use and publish aggregated, anonymous metrics from operation (for example the share of missed calls or the average conversation duration per industry) for industry comparisons. Neither the customer nor any persons can be identified from them.

20.9Responsibility for data. The customer is the controller within the meaning of the FADP for all data that it, its employees or its own customers enter into the solution or transmit via it. The customer alone is responsible for the lawfulness, content and accuracy of this data, for the legal basis of its processing and for informing its own customers and other data subjects (Art. 19 FADP).

20.10Klaumo does not check the content of this data and is not obliged to do so. Klaumo processes it only in accordance with the customer's instructions under the DPA.

20.11Klaumo is not liable for loss of or damage to data, for unauthorised access to data by third parties or for the processing of data by third-party providers (for example for AI, speech, telephony and hosting). These third-party providers process the data in accordance with their own terms; Klaumo selects them carefully and binds them in accordance with the DPA. Klaumo's liability for intent and gross negligence remains reserved.

20.12The customer backs up its data itself and regularly, in particular in its own systems (for example CRM, calendar, accounting). Klaumo's backups serve the operation of the solution and do not replace the customer's data backup.

20.13The customer indemnifies Klaumo against all third-party claims and the reasonable costs of legal defence arising from data supplied by the customer, its employees or its own customers, or from the customer's instructions. This does not apply insofar as Klaumo caused the claim through intent or gross negligence. Klaumo informs the customer of such a claim without delay and does not acknowledge it without the customer's consent.

20.14Sections 20.9 to 20.13 apply within the scope of section 23.9. Klaumo's statutory obligations as processor under the FADP and the DPA and the statutory claims of data subjects remain reserved.

20.15For customers based in the EU or the EEA, the GDPR addendum also applies.

21. Professional secrecy

21.1If the customer is subject to professional secrecy (Art. 321 SCC), for example as a physician, dentist, psychologist, lawyer or notary, the professional secrecy agreement applies. Under it, Klaumo acts as the customer's auxiliary and binds all persons with access to such data to confidentiality in writing.

21.2The customer checks for itself whether the use of Klaumo and the third-party providers is permissible under its professional rules and whether it needs the consent of its patients or clients or a release from secrecy for this. Klaumo supports the customer in this.

21.3Agents for such customers do not record diagnoses, medical histories or case details, unless the professional secrecy agreement expressly permits this.

22. Warranty

22.1Klaumo provides the services with care and in accordance with the current state of the art.

22.2Klaumo remedies free of charge defects in the set-up that the customer reports under section 8. During maintenance, error remedies are included in the monthly fee.

22.3Further warranty claims, in particular rescission and price reduction, are excluded to the extent permitted by law.

22.4Claims for defects in the set-up become time-barred 2 years after acceptance (Art. 371 para. 1 CO). Remedial work does not extend this period.

22.5For third-party devices and software, the manufacturer's warranty applies. The customer asserts it against the manufacturer; Klaumo supports the customer in this.

22.6Section 5.1 applies to AI answers, and section 4.8 to rankings and advertising results.

23. Liability

23.1Klaumo is liable for damage it causes through a breach of contract up to a maximum per calendar year of the amount of 12 monthly fees. Without a monthly fee, liability is limited to the price of the set-up.

23.2Liability for indirect and consequential damage is excluded, in particular lost profit, lost orders, missed appointments, loss of and damage to data (section 20.11) and damage from incorrect or incomplete answers of an AI agent that the customer could have recognised.

23.3Klaumo is not liable for outages and errors of the third-party providers, the telephone networks and the internet, insofar as Klaumo did not cause them itself. Third-party providers are not Klaumo's auxiliaries; Klaumo is liable only for their careful selection, instruction and contractual binding. If the customer itself chose a third-party provider or an integrated component (section 4.9), Klaumo is not liable for it.

23.4If availability is guaranteed under section 10.2, the credit is the only consequence if it is not achieved.

23.5For services that Klaumo provides free of charge (for example test access or favours), Klaumo is liable only under section 23.9.

23.6The contract has no protective effect in favour of third parties. End users cannot derive any claims against Klaumo from it; their statutory claims remain reserved.

23.7Before the customer asserts claims for breach of contract or terminates for good cause, it sets Klaumo a reasonable period of at least 14 days in writing to remedy the breach, unless this is obviously futile.

23.8The customer's claims for damages become time-barred 2 years after it became aware of the damage and of Klaumo as the party causing the damage.

23.9The limitations in these GTC, in particular in sections 18, 20.11, 22 and 23, do not apply in the event of intent and gross negligence or to damage to life and health (Art. 100 CO).

24. Indemnification

24.1The customer indemnifies Klaumo against all third-party claims and the reasonable costs of legal defence arising from the fact that

the customer's content, specifications, documents or components infringe the rights of third parties (sections 4.9, 5.4 and 6.2);
end users were not informed about AI or recording or a necessary consent is missing (sections 5.5 and 5.6);
the customer breaches section 7, in particular through advertising calls or advertising messages without consent;
the customer breaches professional secrecy or has not clarified the use under its professional rules (section 21.2);
the customer's data or instructions give rise to a claim (section 20.13).

24.2This does not apply insofar as Klaumo caused the claim through intent or gross negligence. Klaumo informs the customer of such a claim without delay, does not acknowledge it without the customer's consent and, at the customer's request, leaves the defence to the customer. The customer supports Klaumo in the defence with the necessary information.

25. Term, termination and blocking

25.1Maintenance is concluded for an indefinite period and runs from month to month («Flex» model). There is no minimum term.

25.2If the customer chooses the «Partner 12» model with a reduced set-up price in the quote, the minimum term of maintenance is 12 months from the launch; termination under section 25.3 is possible for the first time with effect from the end of the 12th month. Thereafter, maintenance continues as under the «Flex» model.

25.3Either party may terminate maintenance at any time with 1 month's notice to the end of a calendar month. Termination by e-mail is sufficient.

25.4If the customer has several services, each service may be terminated separately, unless the quote expressly links them (for example because of a package discount on the set-up).

25.5Either party may terminate the contract without notice for good cause, in particular if the other party fails to fulfil material obligations despite a written reminder or becomes bankrupt. For Klaumo, good cause includes in particular:

a serious breach of section 7, or a breach repeated despite a reminder;
passing on the solution or the access credentials to unauthorised persons;
use of the solution for unlawful purposes;
late payment under section 16.4;
abusive or threatening behaviour towards Klaumo's employees.

25.6Blocking. In the event of a well-founded suspicion of misuse or of an infringement of the law (for example after a report of infringed third-party rights), or in the event of a security risk, Klaumo may immediately block the solution or individual parts of it or remove affected content. Klaumo limits the blocking to what is necessary, informs the customer immediately and lifts it as soon as the reason no longer applies. During the blocking, calls are forwarded to the customer's employees where possible. The monthly fee remains payable unless the blocking was unjustified.

25.7If mandatory law permits termination at any time (Art. 404 CO), the terminating party compensates the other party for the damage resulting from termination at an inopportune time.

26. End of the contract: handover, export and deletion

26.1At the end of the contract, Klaumo's operation of the solution ends. The customer resets the call forwarding to its own numbers; Klaumo helps the customer with this.

26.2After the end of the contract, Klaumo hands over the results and data to the customer in accordance with section 17.3. 30 days after the end of the contract, Klaumo deletes the customer's data, unless there is a statutory retention obligation. Details are governed by the DPA.

26.3During these 30 days, Klaumo uses the data only for the handover. Further operation of the solution requires a new agreement.

26.4On request, Klaumo transfers accounts with third-party providers in accordance with section 17.3, and telephone numbers in accordance with section 7.5.

26.5Klaumo keeps contract and invoice documents for as long as the law requires (Art. 958f CO).

27. Force majeure

27.1Neither party is liable for non-performance if this is due to events beyond its control, for example natural events, pandemics, official orders, war, terrorism, industrial action, large-scale outages of electricity, internet, telephone networks or cloud providers.

27.2The affected party informs the other party without delay. Deadlines are extended by the duration of the event plus a reasonable period for resumption.

27.3If such an event lasts longer than 60 days, either party may terminate the affected service without notice. No monthly fee is charged for the period in which Klaumo cannot provide the maintenance at all because of the event.

28. Changes to the GTC and the services

28.1Klaumo may amend these GTC. Klaumo notifies changes in writing at least 30 days before they take effect and clearly points out the right of termination. If the customer does not agree, it may terminate with the notice period under section 25.3 until the changes take effect, and under the «Partner 12» model also before the end of the minimum term. The previous GTC apply until the end of the contract.

28.2Changes that materially shift the balance between service and price to the customer's detriment, in particular price increases beyond section 14 or the removal of agreed core functions, apply only with the customer's express consent.

28.3Changes to the DPA, the professional secrecy agreement and the GDPR addendum apply only with the customer's express consent. The procedure in the DPA applies to a change of sub-processors.

29. Partners and resellers

If a partner offers Klaumo's services to its own customers, the partner terms agreed in writing also apply.

30. Final provisions

30.1Amendments and additions to the contract must be made in writing. E-mail is sufficient. This also applies to any waiver of the written form requirement.

30.2Neither party may transfer the contract or individual rights and obligations to third parties without the written consent of the other. Klaumo may transfer the contract without consent to a successor company that takes over its business; in this case, the customer may terminate under section 25.3.

30.3If any provision is invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid provision that comes closest to its purpose. The same applies to gaps.

30.4Swiss law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of the Federal Act on Private International Law. Mandatory provisions at the registered office of a customer in the EU or the EEA, in particular the GDPR, remain reserved.

30.5In the event of a dispute, the parties first seek an agreement for 30 days in a discussion between their management. The right to request urgent measures from a court remains reserved.

30.6The place of jurisdiction is the registered office of Tyche Consulting GmbH (Eggenwil, District Court of Bremgarten AG). Klaumo may also sue the customer at the customer's registered office.

30.7These GTC are available in German, French, Italian, English and Russian. In case of discrepancies, the German version prevails.