General terms and conditions

§ 1 Scope and definitions

(1) These general terms and conditions (hereinafter “GTC”) apply to all contracts between Stellar GmbH, Gewerbestrasse 10, 6330 Cham, Switzerland, trading under the brand Custodos (hereinafter “Provider”), and its customers (hereinafter “Client”). They apply to businesses and equally to private individuals who use Custodos Personal.

(2) A “consumer” is any natural person who concludes the contract for purposes that are predominantly outside their trade, business or self-employed profession; Swiss law uses the term “Konsument”. A “business” is any natural or legal person or partnership with legal capacity that concludes the contract in the exercise of its trade, business or self-employed profession. Provisions that apply only to businesses or only to consumers are marked as such; all others apply to both.

(3) Deviating, conflicting or supplementary terms and conditions of the Client become part of the contract only if the Provider expressly agrees to their application in text form.

(4) Individual agreements between the parties take precedence over these GTC in every case.

§ 2 Subject matter of the services

(1) The Provider makes an AI platform available to the Client as software as a service (hereinafter “Platform”). The Platform's web interface is available at app.custodos.com (hereinafter “App”). Depending on the tariff chosen (hereinafter “plan”), the scope of services may include in particular:

• access to leading AI models through a central chat interface;
• creating, managing and sharing assistants with their own knowledge and fixed instructions;
• workflows for chaining several AI steps together;
• integrations for connecting existing knowledge sources;
• for businesses: central administration with roles and permissions, SSO integration and audit logs;
• onboarding, training and support in accordance with the plan chosen.

API access for the Client's own applications is planned but is not currently part of the scope of services.

(2) The Client uses the Platform in its own separate workspace (hereinafter “Workspace”): a business in a Workspace for its team, a private individual in a personal Workspace (Custodos Personal). Custodos Personal is a Workspace for exactly one person, without members, roles, SSO or sharing.

(3) The scope of services owed in each case follows from the plan description applicable when the contract is concluded, or from the individual offer or order confirmation (together the “Main Agreement”). In case of doubt, the Main Agreement prevails; these GTC apply in addition.

(4) The Provider makes the Platform available with the agreed care; it does not owe any particular economic outcome. Outputs from AI models are generated automatically and may be inaccurate or incomplete; the Provider recommends reviewing them before use. No guarantee is given for the factual accuracy of AI outputs. The statutory rights of consumers in respect of defects (§ 9) remain unaffected.

(5) Each seat comes with a monthly usage budget for requests to the AI models. Once it is used up, the person carries on with a lower-cost model until the budget is renewed the following month; nothing is charged beyond the budget. If continued use goes significantly beyond normal use, for example through automated mass requests, the Provider may limit it after prior notice in text form; the usage budget included in the plan remains unaffected.

§ 3 Conclusion of contract, trial and communication

(1) The presentation of services on the Provider's website does not constitute a binding offer.

(2) A contract is concluded when the Client creates an account in the App, accepts these GTC in the process and sets up a Workspace for its business or for itself (Custodos Personal), or when the Client accepts an offer from the Provider in text form (email is sufficient). Anyone who sets up a Workspace for a business warrants that they are authorised to represent that business.

(3) Every newly created Workspace starts with a free trial of 7 days. No payment method is needed for the trial and nothing is charged. The trial ends by itself and does not turn into a paid contract; no cancellation is needed. The scope of the trial follows from the description on the website and in the App. After the trial ends, the account and content remain in place and readable until the Client deletes them; new requests to AI models are possible once a paid plan has been set up.

(4) A paid plan is set up only on the Client's express order. If a paid plan is booked in the app, the Client can review and correct its details before submitting the order; the order is placed via a button that clearly indicates the obligation to pay. The contract for the paid plan is concluded when the Provider accepts the order by collecting the payment and activating the plan in the app. Individually agreed plans are set up by the Custodos team on the Client's order; the contract is then concluded when the Provider confirms it in text form.

(5) After a contract for a paid plan has been concluded, the Client receives a confirmation in text form containing the content of the contract, these GTC and, for consumers, the information on the right of withdrawal. The current version of the GTC is available at custodos.com/en/terms and can be saved and printed.

(6) The language of the contract is German. English versions of the legal texts are translations; the German version is authoritative.

(7) Declarations made in the course of ongoing performance of the contract may validly be given by email, unless these GTC or the Main Agreement require a stricter form. The Provider never requires a stricter form than text form for declarations by consumers.

§ 4 The Client's obligations

(1) The Client does not misuse the Platform, does not upload unlawful content and keeps its access credentials secret.

(2) The Client ensures that it may use the data and materials it enters into the Platform for the intended purposes. If it enters data about other people, it makes sure it is entitled to do so.

(3) Businesses only: The Client provides the Provider with all information, documents, access rights and approvals required to deliver the services, in good time and in a suitable form. This includes in particular the administration of user accounts, the connection of SSO and the selection and approval of the connected knowledge sources. The Client names a contact person with decision-making authority. Delays or additional costs caused by omitted or late cooperation are borne by the Client. The Client is responsible for its users and indemnifies the Provider against third-party claims arising from a breach of the obligations under paragraph 2.

§ 5 Prices and payment

(1) Fees are governed by the plan chosen or the Main Agreement. Common models are:

• a subscription per seat (user) and month, billed monthly or for twelve months (each a “billing period”);
• businesses only: flat fees for enterprise agreements with an extended scope of services;
• businesses only: a fixed price for clearly delimited projects (e.g. onboarding and implementation projects);
• businesses only: time-based fees at an agreed daily or hourly rate for consulting and training services.

(2) Unless stated otherwise, prices for businesses are in euros (EUR) or, for Clients established in Switzerland or Liechtenstein, in Swiss francs (CHF), in each case plus any value added tax that may apply. The Provider is registered for VAT in Switzerland as a taxable person (CHE-233.203.120 MWST); Clients established in Switzerland or Liechtenstein are charged Swiss VAT at the applicable rate (currently 8.1%). For services to businesses established in the EU, invoicing is made without VAT where the tax liability shifts to the Client (reverse charge).

(3) Prices for consumers are final prices. They include statutory VAT, where it applies, and all other price components.

(4) Fees are due in advance at the start of each billing period, for the month with monthly billing and for twelve months with annual plans. Plans booked online are charged to the payment method chosen when ordering (for example credit card or SEPA Direct Debit). Payment by invoice is only available by separate agreement with the Provider; such invoices are payable within 30 days without deduction, unless agreed otherwise.

(5) Additional seats and a move to a larger plan take effect immediately and are charged pro rata. Fewer seats and smaller plans reduce the invoice from the next billing period, with annual billing on renewal, without pro rata refund. Statutory refund claims of consumers remain unaffected.

(6) In the event of late payment, the Client owes default interest under the applicable law; under Swiss law it amounts to 5% per year (Art. 104 of the Swiss Code of Obligations). Businesses also owe reasonable reminder fees.

(7) If the Client is more than 30 days in arrears, the Provider may, after a prior reminder, temporarily restrict the service until the outstanding amount has been paid; existing content remains accessible. For businesses, this also applies where there are justified doubts about solvency.

§ 6 Term and termination

(1) The free trial ends by itself (§ 3(3)).

(2) A paid plan runs for the billing period chosen and, for businesses, is extended by the same period each time unless it is cancelled. Monthly plans can be cancelled at any time to the end of the current billing month, annual plans to the end of the twelve months.

(3) Consumers only: Monthly plans run for an indefinite period and can be cancelled at any time to the end of the current billing month. An annual plan initially runs for twelve months and is then extended for an indefinite period. The consumer can then cancel it at any time with one month's notice. The Provider refunds pro rata any fees already paid for the period after the end of the contract. No later than one month before the first twelve months expire, the Provider informs the consumer in text form about the extension, the option to cancel and its consequences.

(4) Cancellation is possible in text form, for example by email to founders@custodos.com. Consumers can also cancel through the cancellation button in their account once paid plans can be booked in the App.

(5) Businesses only: Project contracts with a fixed scope of services end once the agreed services have been delivered. The end of an individually negotiated enterprise agreement is governed by the Main Agreement.

(6) The right of either party to terminate without notice for good cause remains unaffected. Good cause exists in particular in the event of a serious breach of material contractual obligations that is not remedied within a reasonable period after warning and, for businesses, upon the opening of insolvency or restructuring proceedings against a party.

(7) Before or at the end of the contract, the Provider makes an export of the Client's data available on request. Consumers can also request that their content be made available free of charge in a commonly used and machine-readable format within a reasonable period after the end of the contract (for Germany § 327p(3) of the German Civil Code (BGB)). After that, the content is deleted; usage and billing data is retained within the statutory retention obligations (Art. 958f of the Swiss Code of Obligations, ten years).

§ 7 Right of withdrawal for consumers

(1) Consumers whose habitual residence is in the European Union or elsewhere in the European Economic Area, in particular in Germany and Austria, have a statutory right of withdrawal of 14 days for a contract for a paid plan concluded online or otherwise at a distance. Details and the model withdrawal form are set out in the information on the right of withdrawal at custodos.com/en/withdrawal.

(2) For consumers in Switzerland, the law provides no general right of withdrawal for contracts concluded online. The Provider does not grant an additional contractual right of withdrawal. The free trial and the cancellation options under § 6 remain unaffected.

§ 8 Service standards, availability and changes

(1) The Provider delivers the Platform services with reasonable availability. Planned maintenance windows are, where possible, scheduled outside normal business hours and announced in advance.

(2) The Provider is entitled to develop the Platform further and adjust features where one of the following valid reasons applies: technical development, security, changed legal requirements or changed offerings from model providers; the contractually agreed core scope of services is preserved. If a model provider discontinues or replaces a model, the Provider endeavours to make a functionally comparable model available.

(3) Consumers only: A change under paragraph 2 causes the consumer no additional costs, and the Provider informs the consumer about it clearly and comprehensibly. If a change impairs access to the Platform or its usability more than insignificantly, the Provider informs the consumer in text form within a reasonable period beforehand about the features and timing of the change and about the consumer's rights. The consumer can then terminate the contract free of charge within 30 days, unless the impairment is only insignificant or the Platform remains available to the consumer unchanged at no additional cost. The period starts when the information is received; if the change takes place only afterwards, it starts with the change (for Germany § 327r of the German Civil Code (BGB), for Austria § 27 of the Austrian Consumer Warranty Act (VGG)).

(4) No guarantee of success going beyond the agreed services, in particular no guarantee of specific work results or economic outcomes from use of the Platform, is given.

§ 9 Rights in respect of defects

(1) The Provider makes the Platform available in a condition that conforms with the contract throughout the term of the contract. Please report defects by email to founders@custodos.com.

(2) Consumers have the statutory rights in respect of defects that the law of their habitual residence mandatorily provides: in Germany in particular the rights for digital products under §§ 327 et seq. of the German Civil Code (BGB) (cure, termination, price reduction, damages and updates), in Austria the rights under the Austrian Consumer Warranty Act (VGG), in Switzerland the rights under the Swiss Code of Obligations.

(3) For businesses, the statutory provisions of Swiss law apply unless these GTC or the Main Agreement provide otherwise.

§ 10 Intellectual property and rights of use

(1) The Platform, the software underlying it and all content and templates provided by the Provider are protected by copyright and other intellectual property rights. For the term of the contract, the Client receives a non-exclusive, non-transferable right to use the Platform: businesses for their own business operations, consumers for their own purposes.

(2) The Client's inputs, documents and other content remain with the Client. The Provider receives only those rights that are necessary to deliver the contractual services. The Client's inputs and documents are not used to train AI models.

(3) Businesses only: The Provider is entitled to name the Client as a reference (logo, name, short case description) on its website, in sales materials and on social media, unless the Client expressly objects.

§ 11 Confidentiality

(1) The Provider treats the Client's content as confidential and uses it only to deliver the contractual services.

(2) Businesses only: The parties undertake to treat all confidential information of the other party received in the course of the business relationship as confidential, not to pass it on to third parties and to use it only for the contractually agreed purposes. This obligation continues for three (3) years beyond the end of the contract.

(3) Paragraph 2 does not apply to information that (a) is demonstrably generally known or becomes known without breach of these GTC, (b) was already known to the receiving party before receipt or (c) must be disclosed due to a legal obligation.

§ 12 Data protection and processing on behalf of the Client

(1) For business Workspaces, the Provider processes the content that the Client and its users enter or connect on behalf of the Client. This is governed by the data processing agreement (DPA) under Art. 28 GDPR and Art. 9 revFADP, which forms part of these GTC and applies from the creation of the Workspace (app.custodos.com/avv); the Client receives a countersigned copy on request.

(2) For Custodos Personal, the Provider is itself the controller for the processing of the Client's data; no DPA is concluded.

(3) In all other respects, the Provider's privacy policy applies (custodos.com/en/privacy).

§ 13 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, and under mandatory product liability rules. For slight negligence it is liable only in the event of a breach of material contractual obligations, meaning obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely, and then limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.

(2) Businesses only: The Provider's liability per damaging event is limited in amount to the fees actually received under the relevant Main Agreement in the twelve (12) months preceding the notification of damage, but to no more than CHF 50,000 per calendar year. This limitation does not apply in the cases of paragraph 1, first sentence.

(3) Businesses only: Liability for lost profit, failed business outcomes, indirect damage and consequential damage is excluded to the extent permitted by law. Liability for slight negligence on the part of auxiliary persons is excluded within the scope of Art. 101(2) of the Swiss Code of Obligations. This paragraph does not apply in the cases of paragraph 1, first sentence.

(4) AI outputs may be inaccurate. The Provider recommends reviewing them before use and consulting a qualified person for decisions with legal, financial or medical consequences. Businesses remain responsible for decisions they take on the basis of AI outputs. The Client's statutory claims remain unaffected.

(5) Mandatory statutory liability rules, in particular for the protection of consumers, remain unaffected.

§ 14 Force majeure

Events of force majeure, which include in particular strikes, lockouts, natural disasters, official measures, prolonged failures of telecommunications or internet infrastructure and pandemics, release the affected party from its obligation to perform for the duration and to the extent of the impediment, insofar as the affected party or its vicarious agents are not responsible for them. For the duration of the release, consumers' obligation to pay is reduced pro rata. The parties will inform each other without delay of the occurrence, expected duration and effects.

§ 15 Non-solicitation (businesses only)

The Client undertakes not to solicit or employ the Provider's employees or freelancers, whether directly or indirectly, during the term of the contract and for a period of twelve (12) months thereafter. In the event of a breach, the Client owes a contractual penalty amounting to one annual gross salary of the person concerned; the right to claim further damages is reserved.

§ 16 Dispute resolution

The Provider is neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration body.

§ 17 Governing law, jurisdiction and final provisions

(1) The contractual relationship is governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); for businesses, also excluding the conflict-of-law rules of private international law.

(2) For consumers, this choice of law applies only to the extent that it does not deprive them of the protection afforded by the mandatory provisions of the law of the state in which they have their habitual residence (Art. 6(2) Rome I Regulation). For consumers habitually resident in Switzerland, Art. 120 of the Swiss Federal Act on Private International Law (PILA) applies.

(3) For businesses, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Cham (Canton of Zug), Switzerland. The Provider is also entitled to bring proceedings against businesses at their registered office.

(4) Consumers can sue the Provider at their place of residence or at the Provider's registered office; the Provider can sue consumers only at their place of residence (Art. 32 of the Swiss Civil Procedure Code; Art. 15 to 17 Lugano Convention).

(5) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. For businesses, the permissible arrangement that comes closest to the economic purpose of the invalid or unenforceable provision is deemed agreed in its place; for consumers, the statutory provisions take its place.

(6) Businesses only: Amendments and additions to these GTC and to the Main Agreement require text form; this also applies to any waiver of the text form requirement.

§ 18 Authoritative version

This English text is a translation provided for convenience. The German version of these general terms and conditions is authoritative; in the event of any discrepancy, the German text prevails.