Terms of Service

These Terms of Service (“Terms”) govern access to and use of the agenticsis.ch website and any services we provide where no separate written agreement is in place. Where a Statement of Work, Master Services Agreement, or other written contract has been signed between Agenticsis and a client, that contract prevails over these Terms in the event of conflict.

1. Parties and scope

These Terms are entered into between you and:

Agenticsis
Sihlquai 131, 8005 Zürich, Switzerland
info@agenticsis.ch

In these Terms, “we”, “us”, and “our” refer to Agenticsis. “You” and “your” refer to the natural or legal person accessing the website or receiving our services. “Client” means a natural or legal person that has entered into a written engagement with us.

These Terms apply to:

• Use of the agenticsis.ch website and any sub-domain.
• Free 45-minute discovery calls.
• Services delivered without a separate written agreement (rare; only by mutual written confirmation in email).
• Public-facing materials and tools we publish.

2. Services

We provide AI consulting and implementation services to businesses, including:

• Strategy consulting. AI roadmapping, business audits, vendor selection, governance design.
• Implementation. Building, configuring, and deploying AI agents, automations, retrieval-augmented generation systems, and integrations into client business processes.
• Answer Engine Optimisation and Search Engine Optimisation (AEO/SEO). Audits, technical SEO work, and content optimisation for visibility in classic search and AI answer engines.
• Content. Promotional and positioning content for clients and for Agenticsis.

The scope, deliverables, timeline, and acceptance criteria for any paid engagement are set out in a Statement of Work signed by both parties.

3. Engagement process

Engagements follow this process:

• Discovery call. A free 45-minute call to understand your goals and constraints. No fee is payable.
• Proposal. Where there is a fit, we issue a written proposal describing scope, deliverables, timeline, fees, and assumptions.
• Statement of Work. When the proposal is accepted in writing, the Statement of Work and these Terms (or a more detailed Master Services Agreement) form the contract.
• Delivery. We deliver the services in line with the Statement of Work.
• Acceptance. The Client reviews deliverables. Acceptance procedures, if any, are in the Statement of Work.
• Closure or continuation. We close the engagement or move to a follow-on Statement of Work.

4. Fees and payment

Fees are stated in the Statement of Work in Swiss Francs (CHF) or Euros (EUR), exclusive of VAT and applicable withholding taxes, unless stated otherwise.

Unless the Statement of Work provides otherwise:

• Invoices are payable within 14 days of issue.
• Late payment accrues interest at the Swiss statutory rate (currently 5% p.a. under Art. 104 Swiss Code of Obligations) from the due date.
• We may suspend services if an invoice is more than 30 days overdue, after written notice.
• Online and recurring payments are processed by Stripe under Stripe’s own terms.

Travel, accommodation, and third-party costs incurred at the Client’s request are billed at cost with documentation.

5. Data roles

For each engagement, we identify our role under data protection law.

• Agenticsis as controller. For our own website, marketing, prospecting, billing, and internal operations. Our processing is described in our Privacy Policy.
• Agenticsis as processor. For most client engagements where we process personal data on the Client’s behalf. Our Data Processing Agreement governs this relationship and forms part of the engagement.
• Joint controllers. Where we and a Client jointly determine purposes and essential means (rare), we sign a separate joint-controller arrangement under GDPR Art. 26.

The Client warrants that it has a lawful basis for any personal data it provides to us and that it has given any notices and obtained any consents required for our processing of that data.

6. Roles under the EU AI Act

For each engagement involving an AI system, we identify our role under Regulation (EU) 2024/1689 (the AI Act).

• Agenticsis as deployer. Where we configure or use a third-party AI system (such as Claude, OpenAI, or Perplexity) on behalf of a Client without placing a new system on the market under our name.
• Agenticsis as provider. Where we develop or substantially modify an AI system and place it on the market or put it into service under our name or trademark.
• Client as provider. Where the Client takes a system we built and places it on the market under the Client’s name. We document this allocation in the Statement of Work.

High-risk systems. Where an engagement involves an AI system classified as high-risk under AI Act Annex III, the parties agree in writing on the allocation of risk management, data governance, technical documentation, record-keeping, transparency, human oversight, accuracy, robustness, and post-market monitoring obligations before work begins. Agenticsis does not knowingly accept the role of provider for high-risk systems without specific written agreement.

Article 50 transparency. The Client is responsible for ensuring that any AI system put into service under its authority complies with AI Act Art. 50, including disclosing AI interactions and labelling AI-generated content where required. We provide the technical means for such labelling on request.

7. Intellectual property and AI outputs

Client materials. The Client retains all rights in materials it provides to us (prompts, data, brand assets, documents). The Client grants us a non-exclusive, worldwide, royalty-free licence to use those materials solely to perform the services.

Deliverables. Unless the Statement of Work provides otherwise, the Client owns the final deliverables produced for it, including any AI-generated text, image, audio, video, code, prompts, and configurations created specifically for the engagement, subject to:

• The third-party AI provider’s terms of use for outputs generated through its model.
• Any restrictions imposed by source datasets the Client provided.
• The non-exclusive licence-back set out below.

Agenticsis retained rights. We retain ownership of our pre-existing materials, methodologies, frameworks, templates, internal tools, prompts not specifically created for the Client, and know-how. We grant the Client a non-exclusive, perpetual, royalty-free licence to use these to the extent embedded in the deliverables.

Licence-back. The Client grants us a non-exclusive, royalty-free licence to use anonymised, de-identified learnings from the engagement to improve our methodology, and to reference the engagement at a high level in marketing materials with the Client’s prior written consent.

Open-source components. Where deliverables incorporate open-source software, the corresponding open-source licence governs that component.

8. Acceptable use

You will not use our services or any AI system we operate to:

• Process personal data without a lawful basis under GDPR or FADP.
• Take a decision based solely on automated processing that produces legal or similarly significant effects on a natural person, in breach of GDPR Art. 22 or FADP Art. 21.
• Process special categories of personal data (GDPR Art. 9) or sensitive personal data (FADP Art. 5(c)) without the safeguards required by law.
• Generate or distribute deepfakes, manipulated media, or AI-generated public-interest content without the labelling required by AI Act Art. 50.
• Generate content that is illegal, defamatory, infringing, hateful, sexually explicit involving minors, or that incites violence.
• Reverse-engineer, scrape, or attempt to extract the weights, prompts, or training data of any AI system we use.
• Use our services to develop or train competing AI models or to evaluate competing AI consultancies.
• Engage in activities prohibited by Annex IV of the AI Act.

We may suspend or terminate access if you breach this section.

9. AI accuracy disclaimer

AI outputs are not deterministic. They may contain errors, omissions, fabricated information (“hallucinations”), biases inherited from training data, or content that infringes third-party rights. AI outputs are not professional advice (legal, medical, financial, or otherwise).

The Client agrees that:

• AI outputs are a starting point and require human review before reliance, publication, or external use.
• The Client is responsible for verifying the accuracy, lawfulness, and suitability of any AI output it adopts.
• We do not warrant that any AI system will be uninterrupted, error-free, or produce any specific business outcome.
• Where the Client publishes AI-generated content, the Client is responsible for any required labelling under AI Act Art. 50 and any other applicable law.

10. Confidentiality

Each party will keep confidential the other party’s confidential information, use it only to perform or receive the services, and protect it with at least the same care it uses for its own confidential information of similar sensitivity (and not less than a reasonable standard of care).

We will not use Client personal data to train, fine-tune, or otherwise improve third-party AI models. We configure our integrations with Anthropic, OpenAI, and Perplexity to opt out of model training and to apply zero-retention settings where offered. Where a third-party AI provider changes its terms in a way that affects this commitment, we notify the Client without undue delay.

Confidentiality obligations survive termination for 5 years, and indefinitely for trade secrets.

11. Sub-processors and supply chain

We engage sub-processors to deliver our services. The current list is at /sub-processors.

We give the Client at least 30 days’ written notice before adding or replacing a sub-processor. The Client may object on reasonable data-protection grounds within that period. If the parties cannot resolve the objection, the Client may terminate the affected services without penalty.

12. Warranties and disclaimers

We warrant that we will provide the services with reasonable care and skill in line with generally accepted industry practice.

To the maximum extent permitted by Swiss law, all other warranties, conditions, and undertakings, whether express or implied, are excluded, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that the services or any AI output will meet your requirements or be free from error. Statutory consumer rights under Swiss or EU law that cannot be excluded by contract are not affected.

13. Limitation of liability

To the maximum extent permitted by Swiss law:

• Each party’s total aggregate liability arising out of or in connection with these Terms or a Statement of Work, whether in contract, tort (including negligence), strict liability, or otherwise, is limited to the fees paid or payable by the Client to Agenticsis under the relevant Statement of Work in the 12 months preceding the event giving rise to the claim.
• Neither party is liable for indirect, incidental, special, consequential, or exemplary damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss or corruption of data, however caused.

The above limits do not apply to:

• Liability for death or personal injury caused by negligence.
• Liability for fraud or wilful misconduct.
• Liability that cannot be limited by law (in particular, gross negligence under Swiss Code of Obligations Art. 100(1)).
• A party’s indemnification obligations under section 14.

14. Indemnities

By the Client. The Client will defend, indemnify, and hold harmless Agenticsis from claims, losses, and reasonable legal costs arising out of (i) Client materials and data infringing third-party rights, (ii) Client use of the services or AI outputs in breach of section 8 (Acceptable use) or applicable law, or (iii) Client’s failure to obtain consents or provide notices required for the personal data it supplies.

By Agenticsis. Agenticsis will defend, indemnify, and hold harmless the Client from claims, losses, and reasonable legal costs arising out of a third-party claim that the Agenticsis methodology, framework, or non-AI deliverables (excluding AI outputs) created by Agenticsis infringe a third party’s intellectual property rights, subject to the limit in section 13. The Client must promptly notify Agenticsis of the claim and give Agenticsis sole control of the defence.

15. Term, termination, and effects

These Terms apply for as long as you use our services or access the website. A paid engagement runs for the term set out in its Statement of Work.

Either party may terminate a Statement of Work for material breach if the breach is not cured within 30 days of written notice describing the breach in reasonable detail.

Either party may terminate for convenience on 30 days’ written notice, unless the Statement of Work provides otherwise. Fees are payable for work performed up to the effective date of termination, and for non-cancellable third-party commitments.

On termination:

• We return or delete Client personal data in line with the Data Processing Agreement.
• Each party returns or destroys the other party’s confidential information, subject to retention required by law.
• Sections that by their nature should survive (including IP, confidentiality, limitation of liability, indemnities, governing law, and dispute resolution) survive.

16. Force majeure

Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, including natural disasters, war, civil unrest, government action, pandemics, internet outages, or third-party platform failures, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

17. General

• Entire agreement. These Terms together with the applicable Statement of Work (and the Privacy Policy and Data Processing Agreement where engaged) form the entire agreement on their subject matter.
• No assignment. Neither party may assign these Terms without the other party’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.
• No waiver. Failure to enforce a right is not a waiver of that right.
• Severability. If any provision is held unenforceable, the remainder remains in force and the unenforceable provision is replaced with an enforceable provision that reflects the original intent.
• Notices. Notices to Agenticsis are sent to info@agenticsis.ch and to the address in section 1. Notices to the Client are sent to the contact details on the Statement of Work.
• Updates to these Terms. We may update these Terms from time to time. The current version is always at agenticsis.ch/en/terms with an effective date. Material changes take effect 30 days after publication. For active engagements, the version in force at signature continues to apply unless the parties agree otherwise in writing.

18. Governing law and jurisdiction

These Terms are governed by Swiss substantive law, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for any dispute is Zürich, Switzerland.

Mandatory consumer protections in the country of residence of an EU consumer are not affected.

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