Terms and Conditions (T&C) – Odeo

1. Scope and contracting parties

1.1

These Terms and Conditions (hereinafter "T&C") govern the contractual relationship between Sidora AG, Sulzerallee 70, CH-8404 Winterthur, registered in the commercial register of the Canton of Zurich under UID CHE-295.753.613 (hereinafter "Provider"), and the customers (hereinafter "Customer") who use the AI chatbot service "Odeo" and the associated platform.

1.2

Odeo is a product of Sidora AG. The Provider delivers its services exclusively on the basis of these T&C. Diverging, conflicting, or supplementary terms of the Customer do not become part of the contract unless the Provider explicitly agrees in writing.

1.3

These T&C apply both to the use of the Odeo Client Portal by business customers and to the use of the Odeo chatbot by end users on the websites of business customers. The Customer is responsible for informing its end users of the terms of use and the privacy policy.

1.4

The Provider reserves the right to modify these T&C at any time. Changes will be communicated to the Customer at least 30 days before they take effect by email. If the Customer does not object in writing or by email within 30 days of notification, the modified T&C are deemed accepted. The Provider expressly draws attention to this legal consequence in the change notification. If the Customer objects, either party may terminate the contract on the effective date of the modified T&C.

2. Description of services

2.1

Odeo is an AI-powered chatbot service (Software-as-a-Service, "SaaS") embedded on the websites of business customers. The chatbot answers visitor questions based on the content of the respective customer website and additional knowledge sources provided by the customer.

2.2

The scope of services depends on the subscription chosen by the Customer (Starter, Professional, or Enterprise). The applicable features, limits, and prices are available on odeo.ch and form part of these T&C.

2.3

The scope of services includes, depending on the subscription:

• Provision and operation of the chatbot widget for embedding on customer websites
• Access to the Odeo Client Portal (analytics, web crawler, configuration, knowledge bases, conversations)
• Automatic crawling and indexing of the customer website
• Generation of AI-based responses via large language models ("LLM")
• Email reports and notifications according to the chosen subscription
• Technical support according to the chosen subscription

2.4

The Provider delivers its services within a mandate relationship (Art. 394 ff. Swiss Code of Obligations). It is not a contract for work and labour. The Provider does not owe a specific result (in particular no specific answer quality, conversion rate, or availability), but a careful provision of services according to the current state of the art.

2.5

The Provider reserves the right to expand, modify, or restrict the scope of the service at any time, provided this is reasonable for the Customer and the essential contractual services are not impaired.

3. Conclusion of contract and registration

3.1

The contract is formed when the Customer registers on the Odeo platform and selects a paid subscription. By registering, the Customer accepts these T&C and the Privacy Policy.

3.2

The Customer warrants being of legal age and having legal capacity, and, if acting for a company, being authorized to represent that company. The Customer is liable for all information provided during registration.

3.3

The Provider reserves the right to refuse registrations without giving reasons.

4. Subscriptions and term

4.1 Minimum contract term

All subscriptions have a minimum contract term of 12 months (hereinafter "Contract Year"), regardless of the chosen billing frequency. There is no free subscription and no free trial period unless explicitly stated otherwise on odeo.ch.

4.2 Billing options

At contract conclusion, the Customer chooses one of the following billing options:

• Monthly billing: The Customer is invoiced monthly. The 12-month minimum term remains. Early termination before the end of the Contract Year is not possible unless an important reason under Section 4.6 applies.
• Annual billing: The Customer is invoiced once a year in advance. With annual billing, the Provider grants a discount (2 months free), as indicated on odeo.ch.

4.3 Renewal

The subscription automatically renews for additional 12-month periods after each Contract Year unless terminated in due time.

4.4 Termination by the Customer

The Customer may terminate the subscription with a notice period of 30 days before the end of the current Contract Year. Termination is made via the Client Portal or by email to support@odeo.ch. Termination during the current Contract Year is not possible; the Customer remains liable for the full Contract Year fees.

4.5 Termination by the Provider

The Provider may ordinarily terminate the contract with a notice period of 30 days before the end of the current Contract Year.

4.6 Termination for cause

The right to immediate termination for important reasons remains reserved for both parties. An important reason for the Provider exists in particular in the case of:

• Customer payment default of more than 30 days despite reminder
• Material breach of these T&C
• Misuse of the service under Section 6
• Insolvency, bankruptcy, or composition proceedings of the Customer
• Use of the service for unlawful purposes

4.7 Consequences of termination

In the case of termination for cause by the Provider, there is no entitlement to a refund of amounts already paid. The Customer remains liable for the fees for the entire current Contract Year. In the case of ordinary termination by the Provider, prepaid amounts for unused periods will be refunded pro rata.

4.8 Data deletion after contract end

After termination of the contract, customer data (configurations, knowledge bases, conversations) will be deleted within 30 days. The Customer is responsible for exporting required data before contract end.

5. Prices and payment

5.1

Current prices are available on odeo.ch. All prices are quoted in Swiss Francs (CHF) and excluding applicable Value Added Tax (VAT).

5.2

The Provider reserves the right to adjust prices at any time. Price changes will be communicated to the Customer at least 30 days before they take effect by email. If the Customer disagrees with the price change, the subscription may be terminated as of the price-change effective date. Continued use of the service after the new prices take effect is deemed acceptance of the price change.

5.3

Billing is in advance, monthly or annually. Invoices are payable within 30 days of the invoice date.

5.4

In the event of payment default, the Provider is entitled to:

• Charge default interest of 5% p.a.
• Charge a reminder fee of CHF 20 per reminder
• Suspend access to the service after one unsuccessful reminder with a 10-day grace period
• Terminate the contract for cause after a second unsuccessful reminder

Suspension of access does not release the Customer from the obligation to pay for the agreed contract term.

5.5

Additional services (add-ons) such as additional chats, agents, knowledge sources, or branding removal are billed separately and are also payable in advance.

5.6

Since all subscriptions have a minimum contract term of 12 months (see Section 4.1), the Customer is liable for the full Contract Year fees regardless of the chosen billing option. No pro-rata refund is granted in case of early termination by the Customer, unless the termination is based on an important reason attributable to the Provider. With annual billing, the full annual amount is invoiced in advance.

5.7

The Provider is entitled to issue invoices exclusively in electronic form.

6. Customer obligations and responsibilities

6.1 Content and configuration

The Customer ensures that the content provided (website content, PDFs, FAQ databases, system prompts, role configurations) does not contain unlawful, misleading, discriminatory, defamatory, or third-party-rights-infringing material.

6.2 Configuration responsibility

The Customer is responsible for configuring the chatbot (system prompt, roles, behaviour, escalation rules). The Provider is not liable for responses caused by faulty, incomplete, or inappropriate configuration by the Customer.

6.3 Information obligations toward end users

The Customer is obligated to:

• Inform end users (website visitors) appropriately that they are interacting with an AI-powered chatbot, not a human
• Reference the use of the Odeo chatbot in the Customer's own privacy policy and fulfil the necessary information obligations toward end users
• Inform end users that no sensitive or specially protected personal data may be entered into the chatbot

6.4 Prohibited use

The Customer must not misuse the Odeo service, in particular not for:

• Distribution of unlawful, defamatory, discriminatory, deceptive, or misleading content
• Collection of personal data without legal basis
• Circumventing technical safeguards, usage limits, or security mechanisms
• Reselling, sublicensing, or redistribution of the service without written consent
• Automated mass querying (scraping, crawling) of the service
• Developing competing products using the service
• Use in high-risk areas (medical diagnoses, legal advice, financial advice) without explicitly informing the end user that AI responses do not replace professional advice

6.5 Access credentials

The Customer is responsible for the security of access credentials (login, API keys) and must keep them confidential. The Customer is liable for all activities under the account.

6.6 Usage limits

The Customer agrees to comply with the usage limits included in the chosen subscription (chats, agents, pages, knowledge sources). When limits are exceeded, the Provider may restrict access or charge additional fees according to the applicable price list.

7. Disclaimer and warranty

7.1 No guarantee for AI response accuracy

The Odeo chatbot is based on AI technology (large language models). The Provider gives no warranty as to the accuracy, completeness, timeliness, appropriateness, or reliability of chatbot-generated responses. Incorrect, faulty, incomplete, inappropriate, or hallucinated responses must be expected. Each response must be independently reviewed by the user.

7.2 Limitation of liability

The Provider is liable only for damages caused by intent or gross negligence. Liability for slight negligence is fully excluded to the extent permitted by law.

7.3 Exclusion of indirect damages

Liability for indirect damages, consequential damages, lost profits, lost savings, data loss, reputational damages, business interruption, or damages from third-party claims is excluded in any case and irrespective of the legal basis, to the extent permitted by law.

7.4 Maximum liability (cap)

The Provider's total liability is in any case — irrespective of the number of damage events — limited to the amount the Customer has paid in the 12 months preceding the damage-causing event. If the Customer has used services for less than 12 months, the amount paid is annualized.

7.5 No liability for third-party decisions

The Provider is not liable if the Customer or an end user, relying on the accuracy or completeness of chatbot responses, takes or fails to take action and suffers disadvantages or damages. The Customer must inform end users of the non-binding nature of AI-generated responses.

7.6 No liability for third parties

The Provider is not liable for outages, disruptions, performance degradations, data losses, or security incidents attributable to third parties, in particular:

• AI providers (e.g. OpenAI, Anthropic, Google)
• Hosting and cloud providers
• Internet and network providers
• Payment service providers
• Third-party integrations (Slack, Teams, etc.)

7.7 External links

Chatbot responses may contain links to external websites. The Provider assumes no responsibility for the content, accuracy, availability, or privacy practices of such external websites.

7.8 Provided "as is"

The service is provided "as is" and "as available". The Provider gives no express or implied warranties or representations regarding fitness for a particular purpose, merchantability, error-freeness, or uninterrupted availability.

8. Availability and maintenance

8.1

The Provider strives to operate the Odeo service with high availability. An availability guarantee (SLA) is granted exclusively under the Enterprise subscription and governed by a separate agreement.

8.2

The Provider reserves the right to temporarily restrict or interrupt the service at any time, in particular for:

• Scheduled maintenance and updates
• Security updates and emergency patches
• Resolution of technical issues
• Measures to comply with legal requirements

The Provider will, where possible, schedule maintenance during off-peak hours and inform the Customer in advance. There is no entitlement to uninterrupted availability.

8.3

The Provider reserves the right to discontinue the service entirely. In this case, the Customer will be informed at least 90 days in advance by email. Prepaid amounts for services not yet rendered will be refunded pro rata.

9. Intellectual property

9.1 Provider's ownership

All rights to the Odeo platform, the chat widget, the Client Portal, the algorithms, the software, the documentation, and the associated trademarks remain with the Provider. The Customer receives a non-exclusive, non-transferable, non-sublicensable, revocable right of use for the duration of the contract and within the scope of the chosen subscription.

9.2 Customer's content

Content provided by the Customer (website content, PDFs, knowledge bases, system prompts) remains the Customer's property. The Customer grants the Provider a non-exclusive, revocable right of use to such content insofar as necessary for service provision (in particular crawling, indexing, vectorization, and providing as context for the language model).

9.3 AI-generated content

Chatbot-generated responses are not subject to the Provider's copyright. However, the Customer is solely responsible for ensuring that generated content does not infringe third-party rights and complies with applicable laws.

9.4 Feedback

If the Customer provides suggestions, feature requests, or other feedback regarding the service, the Customer grants the Provider a free-of-charge, perpetual, irrevocable, worldwide right of use to such feedback. The Provider may use, implement, or further develop such feedback without restriction.

10. Privacy and data processing

10.1

Data processing in connection with the Odeo service is governed by the Provider's Privacy Policy as amended from time to time, available at odeo.ch/en/privacy.

10.2 Data processing on behalf

To the extent the Provider processes end users' personal data on behalf of the Customer, it acts as a processor within the meaning of Art. 9 nDSG. The parties enter into a separate Data Processing Agreement (DPA) upon Customer's request.

10.3 Customer's responsibility

The Customer is the controller within the meaning of data protection law and responsible for compliance with data protection requirements in connection with the use of the chatbot on its website. This includes informing end users, obtaining any consents, and respecting the rights of data subjects.

10.4 No input of sensitive data

The Customer ensures that neither the Customer nor its end users enter sensitive or specially protected personal data into the chatbot, in particular health, religious or political beliefs, ethnic origin, passwords, credit card numbers, or social security numbers.

10.5 Use of AI third-party providers

To generate chatbot responses, message content is transmitted to AI providers (in particular OpenAI). The Customer agrees to this transmission. The Provider ensures that transmissions are encrypted and that contractual safeguards with the providers are in place.

11. Confidentiality

11.1

Both parties undertake to keep confidential information of the other party secret and to use it only within the scope of contract performance.

11.2

Confidential information includes in particular: business secrets, technical information, pricing conditions, customer data, configurations, and all information marked as confidential or to be considered confidential by the circumstances.

11.3

The confidentiality obligation does not apply to information that: is or becomes publicly known without breach by either party; was already known to the receiving party; was lawfully obtained from third parties; or must be disclosed under legal obligation.

11.4

The confidentiality obligation survives termination of the contract for a period of 3 years.

12. Indemnification

12.1

The Customer indemnifies the Provider, its officers, employees, and agents against all third-party claims arising from:

• Unlawful use of the Odeo service by the Customer
• Faulty, inappropriate, or unlawful chatbot configuration by the Customer
• Breach of these T&C by the Customer
• Infringement of third-party rights (in particular copyright, trademark, or personality rights) by content provided by the Customer
• Breach of data protection law by the Customer

12.2

The Customer bears the costs of legal defence of the Provider including all court and attorney fees.

13. Force majeure

13.1

The Provider is not liable for service disruptions caused by circumstances beyond its control (force majeure), in particular:

• Natural disasters, epidemics, pandemics
• War, terrorism, civil unrest
• Government measures, embargos, sanctions
• Power outages, internet or telecommunications outages
• Failures of third-party providers (cloud providers, AI providers, payment providers)
• Cyberattacks (DDoS, ransomware, etc.)
• Strikes, lockouts

13.2

In the case of force majeure, the affected party's performance obligations are suspended for the duration of the impairment. If force majeure lasts longer than 90 days, either party may terminate the contract with immediate effect.

14. Use by end users

14.1

The business customer is solely responsible for the interaction between the Odeo chatbot and end users on its website. The Provider has no contractual relationship with end users.

14.2

End users use the chatbot at their own risk. End users must independently verify each chatbot response. The Provider is not liable to end users.

14.3

The business customer is obligated to ensure, through appropriate technical and organizational measures, that its chatbot is not used for unlawful, discriminatory, deceptive, or otherwise inappropriate purposes.

15. References and marketing

15.1

The Provider is entitled to name the Customer as a reference customer and use the Customer's company logo on odeo.ch and in marketing materials, unless the Customer expressly objects in writing.

15.2

The Customer may object to use as a reference at any time by email to info@odeo.ch. The Provider will remove the reference within 10 working days.

16. Severability

16.1

Should individual provisions of these T&C be or become wholly or partially invalid, unenforceable, or incomplete, the validity of the remaining provisions shall not be affected.

16.2

The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid provision.

17. Notices

17.1

Legally binding notices (in particular terminations, reminders, T&C changes) shall be made by email to the email address provided by the Customer or to the Provider's email address (info@odeo.ch).

17.2

The Customer is obligated to keep contact details (in particular email address) up to date in the Client Portal. Notices to the registered email address are deemed delivered.

18. Assignment and transfer

18.1

The Customer must not assign or transfer rights and obligations from this contract to third parties without the Provider's prior written consent.

18.2

The Provider is entitled to transfer its rights and obligations from this contract to a third party in the context of a corporate restructuring, sale, or merger, provided the third party assumes the existing contractual obligations.

19. Entire agreement

19.1

These T&C, together with the Privacy Policy, the applicable price list, and any written supplementary agreements, constitute the entire agreement between the parties regarding the subject matter of these T&C.

19.2

There are no oral side agreements. Modifications and additions require written form or written confirmation by email.

20. Governing law and jurisdiction

20.1

These T&C and any disputes arising therefrom are exclusively governed by substantive Swiss law, excluding the conflict-of-laws rules of Swiss private international law (PILA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.2

The exclusive place of jurisdiction for all disputes arising from or in connection with these T&C is Winterthur, Switzerland. The Provider reserves the right to also sue the Customer at the Customer's registered office.

20.3

Mandatory places of jurisdiction under Swiss law (in particular Art. 32 of the Swiss Civil Procedure Code for consumer disputes) remain reserved.