Effective Date: 01 October 2024

Terms of Service

Delos Analytica AG

1. Acceptance of Terms

By accessing or using Delos Analytica AG's AI-supported SaaS solution (the "Service"), you ("User" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), including any additional terms and policies referenced herein. If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Delos Analytica AG ("Delos Analytica," "we," "us," or "our") provides an AI-supported Software as a Service (SaaS) solution for companies to identify, track, and monitor issues, stakeholders, and relevant updates. The Service is intended exclusively for business-to-business (B2B) customers.

3. User Eligibility

Authorized Representatives: The Service is available only to individuals who are authorized representatives of their respective companies.
Age Requirement: Users must be at least 18 years old or the legal age of majority in their jurisdiction.
Authority Confirmation: By registering for or using the Service, you represent and warrant that you have the authority to bind your company to these Terms.

4. User Responsibilities

4.1. Account Security

Confidentiality: You are responsible for maintaining the confidentiality of your login credentials and must choose a strong password.
Unauthorized Access: You agree to notify us immediately at silvan.kraehenbuehl@delosanalytica.com of any unauthorized use of your account or any other breach of security.

4.2. Authorized Use

Account Activities: You are responsible for all activities that occur under your account.
Compliance with Laws: You agree to comply with all applicable local, national, and international laws and regulations in connection with your use of the Service.

4.3. Content Restrictions

Permissible Content: You must only work with public data and must not upload internal documents, unauthorized, or copyrighted material.
Accuracy of Information: You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary.

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5. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

Account Sharing: Sharing of login details or accounts is strictly prohibited.
Unauthorized Access: Attempting to access or accessing other users' accounts or data without proper authorization.
Disruption: Introducing viruses, worms, or other malicious software, or engaging in activities that disrupt or interfere with the Service or servers.
Resale of Service: Reselling, sublicensing, or otherwise commercially exploiting the Service without our written permission.
Fair Use Violations: Exceeding usage limits specified in your subscription plan or engaging in activities that compromise the performance of the Service.
Harmful Actions: Any actions that could harm Delos Analytica AG, its Service, reputation, or other users.
Illegal Activities: Engaging in activities that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive.
Intellectual Property Infringement: Using the Service to infringe upon the intellectual property rights of others.

6. Payment Terms

6.1. Payment Method

Payments are accepted via bank wire transfers.

6.2. Payment Schedule

Invoices are issued with a net 14-day payment term from the date of issuance.

6.3. Late Payments

Interest Charges: Late payments may incur interest at the maximum rate permitted by law.
Suspension of Service: We reserve the right to suspend or terminate your access to the Service for unpaid invoices after providing notice and a reasonable opportunity to cure.

6.4. Taxes and Fees

You are responsible for all applicable taxes, duties, or fees associated with the purchase and use of the Service.

7. Termination Clause

7.1. By User

Notice Period: You may terminate your subscription by providing a 30-day written notice prior to the end of the annual license period.
Method of Termination: Termination requests must be sent to silvan.kraehenbuehl@delosanalytica.com.

7.2. By Company

For Cause: We may terminate or suspend your access to the Service immediately, without prior notice or liability, if you breach any of the Terms.
Without Cause: We may terminate the Service with a 60-day prior written notice for any reason.

7.3. Effect of Termination

Access Cessation: Upon termination, your right to use the Service will immediately cease.
Data Deletion: We reserve the right to delete or deactivate your account and all related data after termination.
Survival of Terms: All provisions of the Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Limitation of Liability

8.1. No Warranty

The Service is provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied.

8.2. Limitation of Damages

In no event shall Delos Analytica AG, its directors, employees, partners, agents, suppliers, or affiliates be liable for:some text
- Indirect Damages: Any indirect, incidental, special, consequential, or punitive damages.
- Losses: Loss of profits, data, use, goodwill, or other intangible losses resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service.

8.3. Maximum Liability

Our total liability under these Terms, for any reason, will not exceed the amount you have paid us in the twelve (12) months prior to the event giving rise to the claim.

9. Disclaimers

9.1. No Guarantee of Results

We do not guarantee that the Service will meet your requirements or that it will be uninterrupted, timely, secure, or error-free.

9.2. Third-Party Content

The Service may contain links to third-party websites or services that are not owned or controlled by Delos Analytica AG. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

10. Indemnification

You agree to indemnify, defend, and hold harmless Delos Analytica AG and its affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

Your Use: Your access to or use of the Service.
Violation of Terms: Your violation of these Terms.
Infringement: Your infringement of any intellectual property or other rights of any person or entity.

11. Governing Law and Jurisdiction

11.1. Governing Law

These Terms shall be governed and construed in accordance with the laws of Switzerland, specifically the canton of Zug, without regard to its conflict of law provisions.

11.2. Dispute Resolution

Any disputes arising from these Terms shall be resolved exclusively in the courts located in Zug, Switzerland.

11.3. Language

These Terms are written in English, and the English version shall prevail in case of any inconsistencies with translated versions.

12. Modification of Terms

12.1. Right to Modify

Delos Analytica AG reserves the right, at our sole discretion, to modify or replace these Terms at any time.

12.2. Notice of Changes

We will provide at least 30 days' notice prior to any significant changes taking effect. Notification will be made via email to the address associated with your account or through the Service.

12.3. Acceptance of Modifications

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised Terms.

13. Entire Agreement

These Terms, along with our Privacy Policy and any other legal notices published by Delos Analytica AG, constitute the entire agreement between you and Delos Analytica AG concerning the Service and supersede all prior agreements, whether written or oral, concerning the subject matter.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties' intention, or eliminated to the minimum extent necessary, so that the remaining provisions of the Terms will remain in full force and effect.

15. Force Majeure

Delos Analytica AG shall not be liable for any failure to perform its obligations under these Terms if such failure results from circumstances beyond its reasonable control, including but not limited to:

Natural Disasters: Acts of God, earthquakes, floods, hurricanes.
Acts of Government: War, terrorism, embargoes, acts of civil or military authorities.
Other Events: Fire, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16. Contact Information

For any questions, concerns, or comments about these Terms or the Service, please contact us at:

Delos Analytica AG
Sennweidstrasse 43
6312 Steinhausen
Switzerland

Email: silvan.kraehenbuehl@delosanalytica.com

17. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Delos Analytica AG's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Delos Analytica AG may assign or transfer these Terms at its sole discretion without restriction.

18. No Waiver

Delos Analytica AG's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Delos Analytica AG.

19. Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

These Terms incorporate the following additional policies, which you agree to when using our Service:

Effective Date: 01 October 2024