General Terms and Conditions (GTC)

1. Scope and Subject Matter of the Contract

1.1. These GTC apply to all contracts, services, and uses in connection with the SaaS platform mateqAI, including supplementary consulting, setup, support, implementation, and other services of the Provider.

1.2. The offer is directed exclusively at business customers (B2B), in particular companies, agencies, legal entities, as well as natural persons acting in the exercise of their commercial or independent professional activity when concluding the contract. A contract conclusion with consumers or private individuals is excluded.

1.3. The offer is directed at business customers in Switzerland, the EU/EFTA, the United Kingdom, and other European countries. Services for customers based in the USA or Canada shall only be provided upon express written agreement.

1.4. By registering, ordering, using the platform, concluding a subscription, or accepting an offer, the customer agrees to these GTC. Deviating conditions of the customer only apply if they have been expressly acknowledged by the provider in writing.

1.5. The provider owes the provision of the contractually agreed technical platform functions and services. A specific economic success, in particular a specific advertising success, revenue, Return on Ad Spend, conversion goal, ranking, lead volume, or other performance result, is not owed.

2. Description of Services

2.1. mateqAI is a cloud-based Software-as-a-Service platform to support companies and agencies in the area of AI-powered performance marketing, web tracking, marketing automation, campaign management, and analytics.

2.2. The platform can provide functions in the following areas in particular:

• Setup, management, and support of Google Analytics 4 (GA4), Google Tag Manager (GTM), and comparable tracking or analytics setups;
• Creation, management, analysis, optimization, and technical support of online advertising campaigns on platforms such as Google Ads, Meta, TikTok, LinkedIn, or other marketing platforms;
• Conversion tracking, event tracking, campaign structuring, campaign analysis, and API integrations to third-party platforms;
• AI-powered suggestions, analyses, recommendations, validations, campaign structures, texts, technical notes, and optimization suggestions.

2.3. The provider makes the platform available online. A local installation at the customer's site is not required unless expressly agreed otherwise.

2.4. AI-generated suggestions, analyses, campaign content, optimization recommendations, technical notes, and tracking configurations serve to support the customer. They do not replace an independent review by the customer and in particular do not constitute legal, tax, data protection, financial, advertising, medical, or other professional advice.

2.5. The customer is obliged to independently check all content, campaigns, tracking setups, settings, publications, budgets, target groups, texts, creatives, and recommendations generated or suggested via the platform before use, release, or publication.

2.6. If campaign publications, tracking setups, or other changes are supported or automated by the platform, these are generally carried out on the basis of the information, access, settings, and releases provided by the customer. The customer remains responsible for the technical, legal, and economic decision to use the services.

3. Excluded and Particularly High-Risk Areas of Application

3.1. The platform is not intended for use in safety-critical, highly regulated, or particularly damage-prone areas.

3.2. Without the express written consent of the provider, the platform may not be used in particular for:

• Land, water, rail, air, or space travel systems;
• Traffic control systems, railway technology, flight operations, or airport surveillance;
• Machine, plant, device, or safety control systems, SCADA, PLC, embedded software, automation, robotics, or industrial process control;
• Emergency, alarm, fire protection, surveillance, or security systems;
• Financial services, financial advice, banking, insurance, payment, credit, securities, cryptocurrency, or comparable transaction systems;
• Medical, pharmaceutical, genetic engineering, or health-related applications;
• Military, weapons, or armaments technology;
• Development or operation of cybersecurity products such as firewalls, anti-virus, IDS/IPS, SIEM, or comparable security software;
• Other critical infrastructures or applications where malfunctions can lead to significant personal injury, property damage, financial loss, or environmental damage.

3.3. The provider is entitled to refuse, restrict, or block the use of the platform for specific industries, contents, countries, customers, products, or campaigns if legal, technical, safety-related, reputation-related, or insurance-related reasons justify this.

4. Conclusion of Contract and Trial Period

4.1. The contract is concluded as soon as the customer registers on the platform, accepts an offer from the provider, concludes a subscription, or uses the platform and accepts these GTC.

4.2. Customers may, where offered, use the platform during a free trial period ("Trial"). The duration, scope, and conditions of the trial period result from the respective offer or platform display.

4.3. The customer can end a trial period early and switch to a paid subscription. Upon confirmation of the upgrade in the dashboard or via another electronic method, the paid contract period begins immediately.

4.4. Where provided for in the respective offer, a trial period may, after its expiry, automatically convert into the paid subscription selected at registration or order, unless the customer cancels the trial period in time.

4.5. The provider is entitled to restrict or end free trial periods at any time, or to make them subject to a review, in particular in the event of misuse, unusual use, technical risks, or violation of these GTC.

5. Rights of Use, Agency Use, and User Contingents (Seats)

5.1. The provider grants the customer a simple, non-exclusive, non-transferable, non-sublicensable, and time-limited right to use the platform within the contractually agreed scope for the duration of the contract.

5.2. The customer may only use the platform for their own business purposes and within the framework of the booked subscription.

5.3. If the customer acts as an agency, consultant, or service provider, they are entitled to use the platform to manage projects of their end customers, provided the booked subscription provides for this. The agency remains the sole contractual partner of the provider.

5.4. If the customer uses the platform for end customers, they warrant that they possess all necessary rights, powers of attorney, access, consents, instructions, and data protection bases of their end customers. The customer remains solely responsible towards their end customers for the selection, review, release, and use of the setups, campaigns, content, and recommendations created via the platform.

5.5. The scope of access permissions depends on the chosen subscription, in particular regarding the number of users, organizations, customer projects, brands, integrations, tokens, functions, or other contingents.

5.6. Each user access is personal ("Named User") and may not be used by several people simultaneously or alternately. Shared accounts are impermissible. If a user leaves the customer's organization, the license may be transferred to a new person.

5.7. The customer is liable for all actions and omissions of their users, employees, end customers, agents, and other persons invited or authorized by them as for their own actions and omissions.

6. Obligations of the Customer

6.1. The customer is obliged to provide complete, accurate, and up-to-date information upon registration, ordering, setup, and use of the platform.

6.2. The customer is responsible for the confidentiality and security of their access data, API keys, OAuth connections, advertising accounts, analytics accounts, tag manager accounts, payment data, and other means of access.

6.3. The customer is responsible for the lawfulness of their content, campaigns, products, offers, target pages, advertising materials, target groups, data, tracking setups, consent mechanisms, and other uses of the platform.

6.4. The customer must not use the platform abusively, unlawfully, or contrary to the guidelines of third-party platforms. In particular, the customer may not create, manage, or publish content or campaigns that violate applicable law, rights of third parties, platform guidelines, data protection regulations, competition law, intellectual property rights, or these GTC.

6.5. The customer is obliged to review all suggestions, recommendations, campaigns, tracking configurations, and technical changes generated by the platform before use or publication. This applies in particular to campaign budgets, target groups, tracking events, conversion goals, advertising content, landing pages, products, data protection information, and consent mechanisms.

6.6. The customer is obliged to maintain suitable safeguards, backups, and internal control processes for their business-critical data, accounts, campaigns, and systems.

7. Prices, Payment Conditions, and Taxes

7.1. The prices result from the respective booked subscription, offer, or platform display. All prices are in Swiss Francs (CHF) excluding statutory value-added tax (VAT), unless stated otherwise.

7.2. For customers abroad, the reverse-charge procedure or a comparable regulation may apply, as applicable. The customer is responsible for the correct tax treatment in their country, to the extent permitted by law.

7.3. Payments are processed via the payment methods offered by the provider, in particular via payment service providers such as Stripe, credit card, TWINT, invoice, or other supported payment methods.

7.4. Subscription fees are, unless agreed otherwise, due in advance for the respective billing period. One-off or on-demand services, in particular setup, implementation, consulting, or support services, become due upon agreement or when the order is placed.

7.5. In the event of payment default, the provider is entitled to temporarily block access to the platform, individual functions, integrations, or support services until open amounts are settled. Further rights remain reserved.

7.6. Objections to invoices must be asserted in writing within 14 days of the invoice date. If no objection is made within this period, the invoice is deemed accepted, to the extent permitted by law.

8. Term and Termination

8.1. Subscriptions are concluded for an indefinite period, unless agreed otherwise, and automatically renew for the respective billing period.

8.2. The customer can terminate the subscription at any time at the end of the current billing period, unless a deviating term or notice period was agreed in the respective offer.

8.3. Terminations can be made via the user dashboard or by email to legal@mateq.ai.

8.4. The right to extraordinary termination for important cause remains unaffected. An important cause exists in particular in the event of a significant or repeated violation of these GTC, payment default, misuse of the platform, security risks, violations of the law, or if continuation of the contractual relationship is unreasonable.

8.5. After the end of the contract, access to the platform, stored data, integrations, and functions may be restricted or terminated. The customer is responsible for exporting required data before the end of the contract, to the extent the platform provides corresponding export options.

9. Availability, Maintenance, and Changes to the Platform

9.1. The provider endeavors to ensure high availability of the platform but does not guarantee uninterrupted or error-free operation unless an express service level agreement has been concluded.

9.2. Maintenance work, security updates, technical adjustments, third-party platform changes, force majeure, failures of hosting, infrastructure, payment, AI, API, or other third-party providers can lead to restrictions or interruptions.

9.3. The provider is entitled to further develop, adapt, replace, restrict, or discontinue the platform, functions, user interfaces, workflows, integrations, models, AI functions, technical components, or security mechanisms, provided this is reasonable for the customer or appears necessary for technical, legal, security, or economic reasons.

9.4. The provider assumes no warranty that certain third-party platforms, APIs, accounts, data sources, tracking mechanisms, or advertising networks will remain permanently available or can be used in unaltered form.

10. Third-Party Platforms, API Integrations, and External Services

10.1. The platform can be connected to third-party platforms and external services, in particular Google, Meta, TikTok, LinkedIn, Stripe, Supabase, hosting providers, AI/LLM providers, analytics, tag management, advertising, payment, or infrastructure services.

10.2. The customer is responsible for ensuring that they possess all necessary rights, access, authorizations, consents, and legal bases for using these third-party platforms and for connecting to the platform.

10.3. The provider assumes no liability for failures, restrictions, API changes, policy changes, account suspensions, rejections of advertisements, budget restrictions, data loss, malfunctions, delays, or other measures taken by third-party platforms or external service providers.

10.4. The use of third-party platforms is additionally subject to the respective terms, policies, and data protection provisions of these third-party providers. The customer is responsible for compliance therewith.

11. AI Functions and Automated Recommendations

11.1. The platform can use AI-powered functions and external or internal language models, analysis models, automation logics, and validation mechanisms.

11.2. AI-generated content and recommendations can be incomplete, outdated, inaccurate, misleading, or unsuitable for the specific use case. The provider assumes no warranty for the correctness, completeness, topicality, legal admissibility, advertising effectiveness, or economic suitability of AI-generated outputs.

11.3. The customer is obliged to independently check AI-generated outputs before use, publication, disclosure, or implementation. This applies in particular to advertising texts, target groups, campaign structures, tracking configurations, data protection notices, budget suggestions, technical recommendations, and optimization decisions.

11.4. The provider gives no guarantee that AI-generated outputs are free of third-party rights, trademark infringements, copyright infringements, data protection violations, competition violations, or platform policy violations.

12. Special Disclaimer for Tracking, Data Protection, and Campaign Compliance

12.1. The tracking setups, GTM/GA4 configurations, events, tags, triggers, variables, conversion goals, and campaign setups created, suggested, or supported by the platform are technical templates or technical support services.

12.2. The provider assumes no warranty that tracking setups, campaigns, target groups, advertising materials, content, data flows, or third-party platform connections comply with the respective applicable legal requirements without further review and adjustment, in particular data protection law, nDSG (Swiss Data Protection Act), GDPR, cookie/consent rules, competition law, advertising law, intellectual property law, or platform guidelines.

12.3. It is the sole responsibility of the customer to ensure in particular that:

• a legally compliant cookie banner or a suitable Consent Management Platform is used;
• required consents of the end users are obtained before personal data or tracking data are transferred to third parties;
• privacy policies, cookie notices, imprints, and other legal texts are correct and up-to-date;
• the use of Google, Meta, TikTok, LinkedIn, and other third-party platforms is lawful;
• campaign content, target groups, products, offers, and advertising statements are legally permissible;
• end customers, website operators, or other authorized persons have granted the necessary releases.

12.4. The customer indemnifies the provider against all claims, demands, costs, damages, fines, warnings, official proceedings, and other disadvantages arising from an unlawful, contract-violating, or non-released use of the platform, tracking setups, campaigns, content, data, access, or third-party platforms by the customer, their users, employees, end customers, or agents.

13. Data Protection and Data Processing (DPA)

13.1. The processing of personal data by the provider is governed by the provider's privacy policy, accessible at https://www.mateq.ai/privacy.

13.2. To the extent that the provider processes personal data on behalf of the customer, the Data Processing Agreement ("DPA") shall apply as an integral part of the contract, provided that such an agreement has been concluded or is integrated into the platform.

13.3. The customer remains, as applicable, the controller for the lawfulness of the data processing initiated by them, in particular for legal bases, consents, information obligations, data subject rights, data minimization, storage duration, and instructions to the provider.

13.4. The provider is entitled to employ suitable sub-processors, in particular for hosting, infrastructure, authentication, payment processing, analytics, communication, support, AI/LLM services, monitoring, and technical security, provided that the data protection requirements are complied with.

13.5. The customer is obliged not to process any special categories of personal data, sensitive personal data, or data of children via the platform, unless this has been expressly agreed and is legally permissible.

13.6. The customer is responsible for checking whether the use of the platform and the connected third-party providers is permissible in their specific country, for their industry, their end customers, and their data processing purposes.

14. Rights to Content, Data, and Feedback

14.1. The customer retains their rights to the content, data, trademarks, advertising materials, landing pages, account information, and other materials provided by them.

14.2. The customer grants the provider the necessary rights for the duration of the contract to process, store, analyze, technically adapt, and transmit this content and data to third-party platforms, to the extent necessary to provide the contractually agreed services.

14.3. The provider retains all rights to the platform, software, user interface, workflows, models, automation logics, documentations, templates, source codes, database structures, designs, trademarks, and other proprietary property rights.

14.4. Feedback, suggestions for improvement, or ideas from the customer may be used by the provider free of charge for the further development of the platform, without any claims arising for the customer.

14.5. The provider may use anonymized and aggregated usage, performance, and analysis data to improve, secure, troubleshoot, develop products, and statistically evaluate the platform, provided that no conclusion can be drawn about individual customers or affected persons.

15. Warranty

15.1. The provider endeavors to provide the platform carefully and professionally. However, the provider does not warrant that the platform will be error-free, uninterrupted, complete, current, or suitable for a specific purpose of the customer at all times.

15.2. The provider assumes no warranty for economic results, campaign performance, increases in turnover, lead quality, conversion rates, advertising costs, rankings, tracking completeness, platform releases, ad approvals, or other results from the use of the platform.

15.3. The customer must report recognizable defects, errors, or malfunctions immediately and assist the provider appropriately in the analysis and rectification.

16. Liability

16.1. The provider is liable without limitation for damages resulting from intentional or grossly negligent breach of duty as well as for personal injury, to the extent that a limitation of liability is legally impermissible.

16.2. For slight negligence, the provider is liable, to the extent permitted by law, only for direct damages and up to a maximum total amount of the remuneration paid by the customer in the last twelve months prior to the occurrence of the damage event, subject to a maximum of CHF 50,000 per claim.

16.3. Liability for indirect damages, consequential damages, lost profits, loss of revenue, damage to reputation, loss of data, loss of business opportunities, production downtime, lost savings, useless expenditures, claims of third parties, and other indirect damages is excluded to the extent permitted by law.

16.4. The provider is not liable for damages caused by:

• incorrect, incomplete, or delayed information provided by the customer;
• lack of review or release by the customer;
• unlawful content, campaigns, landing pages, products, or data of the customer;
• lack of consent, insufficient data protection notices, or faulty consent mechanisms;
• changes, failures, or measures taken by third-party platforms;
• incorrect or abusive use of access data, API keys, OAuth connections, or advertising accounts;
• actions of users, employees, end customers, freelancers, agents, or other third parties of the customer;
• force majeure, cyber attacks, internet disruptions, hosting failures, or other events outside the reasonable control of the provider.

16.5. The limitations of liability also apply in favor of bodies, employees, agents, subcontractors, and auxiliary persons of the provider.

16.6. Mandatory statutory liabilities remain unaffected.

17. Indemnification by the Customer

17.1. The customer indemnifies the provider, its bodies, employees, agents, subcontractors, and auxiliary persons against all claims, damages, costs, fines, expenses, and reasonable legal defense costs asserted by third parties or authorities against the provider due to:

• content, data, advertising materials, landing pages, products, offers, or campaigns of the customer;
• data protection, consent, cookie, competition, advertising, trademark, copyright, or platform policy violations by the customer;
• missing rights, powers of attorney, access, consents, or instructions;
• use of the platform for end customers without the necessary rights or bases being in place;
• contract-violating, unlawful, or abusive use of the platform;
• violation of these GTC by the customer, their users, employees, end customers, or agents.

17.2. The customer undertakes to inform the provider immediately of claims by third parties or official proceedings related to the use of the platform.

18. Confidentiality

18.1. The parties undertake to treat confidential information of the other party as confidential and to use it only to execute the contract.

18.2. Confidential information includes, in particular, trade secrets, technical information, access data, prices, strategies, customer data, product plans, non-public platform functions, and other information recognizable as confidential.

18.3. The confidentiality obligation does not apply to information that is publicly known, lawfully obtained from third parties, independently developed, or must be disclosed due to legal obligations.

19. Reference Naming

19.1. The provider may name the customer as a reference customer after conclusion of the contract using the name, logo, and general service description, unless the customer objects in text form.

19.2. Case studies, detailed performance data, or concrete project results will only be published with the prior consent of the customer.

20. Changes to the GTC

20.1. The provider is entitled to amend these GTC to the extent that this is necessary or appropriate due to technical, legal, economic, or functional developments.

20.2. Substantial amendments will be communicated to the customer by email or via the platform. If the customer does not object in text form within 14 days of notification, the amendments are deemed accepted, provided the customer was informed of this consequence.

20.3. If the customer objects to an amendment, the provider is entitled to terminate the contract at the end of the current billing period, provided that continuation under the previous conditions is unreasonable for the provider.

21. Final Provisions

21.1. Should any provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.

21.2. Swiss law shall apply exclusively, to the exclusion of conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

21.3. The exclusive place of jurisdiction is Winterthur, Switzerland, to the extent permitted by law. However, the provider is also entitled to sue the customer at their registered office or at another legally permissible place of jurisdiction.

21.4. The contract language is German, unless expressly agreed otherwise. In the event of translations of these GTC, the German version shall be authoritative in case of doubt.

Contact

Digital Business Schweiz GmbH

c/o Mats Hess

Tellstrasse 20

8400 Winterthur, Switzerland

Email: legal@mateq.ai

Web: https://www.mateq.ai