Preamble

These Terms and Conditions of Sale and Use (“TCSU”) govern access to and use of the services offered by Digital Solutions SA, a company incorporated under Swiss law, registered with the Commercial Register of Porrentruy under number CHE-366.255.963, whose registered office is in Porrentruy (hereinafter “exkalibur,” “We,” “Our,” or “Us”).

Use of the exkalibur platform and services (the “Platform” and the “Services”) implies full and unconditional acceptance of these TCSU by the user (“User” or “You”). If You do not accept these TCSU, You must not use the Platform or the Services.

exkalibur reserves the right to modify these TCSU at any time. Amendments take effect upon publication on the Platform. You are responsible for consulting the TCSU regularly.

Article 1 – Definitions

Article 2 – Description of the Services

exkalibur provides a development platform. The Services include, without limitation:

• Generation of source code from natural-language descriptions

• Creation of user interfaces

• Data analysis and visualisation

exkalibur may modify, suspend or discontinue all or part of the Services at any time, with or without notice, without incurring liability.

Article 3 – Access Conditions and Account Creation

1. Account requirement – Certain features require a User Account. Account creation is reserved for legally competent adults or duly represented legal entities.

2. Accurate information – The User must provide accurate, complete and up-to-date information and keep it updated.

3. Credentials – The User is solely responsible for keeping login credentials confidential and for all activity under the Account. Any unauthorised use must be reported to exkalibur immediately.

4. Refusal / suspension – exkalibur may refuse, suspend or terminate an Account, notably for breach of these TCSU.

Article 4 – User Obligations

The User undertakes to:

• Use the Platform and Services in compliance with these TCSU, applicable laws (intellectual-property, data-protection, criminal law, etc.) and public order.

• Refrain from illicit, fraudulent, harmful or third-party-infringing use.

• Provide lawful, accurate Inputs for the AI features.

• Assume sole responsibility for User Content (Inputs and Outputs) and hold all necessary rights thereto.

• Avoid unauthorised access, disruption or interference with the Platform, exkalibur systems or other Accounts.

• Comply with the Acceptable Use Policy set out in Article 5.

Article 5 – Acceptable Use Policy (AUP)

The Platform or Services must not be used to:

• Generate, store or disseminate illegal, defamatory, hateful, racist, sexist, pornographic (notably child pornography), threatening or otherwise objectionable content;

• Impersonate another person or entity;

• Conduct phishing, spamming or malware distribution;

• Circumvent security or technical limitations;

• Develop competing products or services via reverse engineering;

• Scrape data abusively;

• Spread disinformation, manipulate public opinion, or incite hate or violence;

• Engage in activities subject to international sanctions or export restrictions;

exkalibur may monitor use for AUP compliance and may suspend or terminate an Account and delete offending content without prejudice to legal action.

Article 6 – exkalibur’s Obligations

• Use reasonable efforts to provide access and availability, subject to maintenance or force majeure.

• Deliver Services with diligence and professionalism.

• Inform Users of planned interruptions where possible.

• Comply with data-protection obligations as set out in the Privacy Policy and applicable law.

Article 7 – Financial Terms

7.1 Prices & Payment

• Exkalibur is currently in its pre-registration phase. For now, only an early access offer is available for our first users. Our full pricing plans will be released very soon. You can learn more here: exkalibur.ai/pricing

7.2 Renewal

Paid plans renew automatically for successive periods equal to the initial term unless cancelled by the User before the renewal date (see Article 12).

7.3 Invoicing

Invoices are made available in the Account or sent by e-mail.

7.4 Late / Non-payment

exkalibur may suspend access to paid Services until full payment is received, without prejudice to other remedies.

7.5 Refund Policy

Subscriptions are generally non-refundable. exkalibur may, at its sole discretion, grant pro-rata refunds or other compensation in duly justified exceptional circumstances.

7.6 Price Changes

exkalibur may change prices at any time, giving reasonable prior notice. New prices take effect at the next renewal. Users may cancel if they disagree (Article 12).

Article 8 – Intellectual Property

8.1 exkalibur Property

The Platform, Services, software, algorithms (including AI models), databases, trademarks, logos, designs, interfaces, texts, images, videos and all other elements (excluding User Content) are and remain the exclusive property of exkalibur or its licensors. The User receives only a limited, non-exclusive, non-transferable, revocable licence to access and use the Services in accordance with these TCSU and the subscribed Plan.

8.2 User Content (excluding Output)

The User retains all intellectual-property rights to User Content submitted to the Platform. The User grants exkalibur a worldwide, royalty-free, non-exclusive licence for the time necessary to provide and improve the Services (technical display, processing, etc.).

8.3 AI-Generated Outputs

• Assignment to User – Subject to full compliance with these TCSU, exkalibur assigns to the User any rights it may hold in Outputs generated specifically for that User in response to its Inputs.

• User’s rights – The User may use, modify, distribute and create derivative works from such Outputs for personal or commercial purposes, at its sole responsibility.

• Non-uniqueness – Outputs may not be unique; identical or similar Outputs may be generated for other Users with similar Inputs.

• No warranty – exkalibur does not warrant that Outputs are free from third-party rights. The User must ensure lawful use.

• Use of Inputs/Outputs for improvement – Unless the Privacy Policy states otherwise or the User opts out, exkalibur may use Inputs and Outputs in anonymised, aggregated form to improve its AI models and Services. Identifiable Client Content will not be used to train models without explicit consent.

8.4 Rights-infringement Notice

If You believe content on the Platform infringes your IP rights, notify exkalibur in writing with sufficient detail to identify the content and evidence of your rights.

Article 9 – Personal-Data Protection

1. exkalibur protects Users’ personal data in accordance with the Swiss nLPD and, where applicable, the EU GDPR.

2. Collection, use, processing, storage and sharing of personal data are detailed in the Privacy Policy.

3. The Privacy Policy forms an integral part of these TCSU.

4. Data-Processing Addendum (DPA) – Where the User acts as data controller and exkalibur as processor, a separate DPA must be concluded. A template DPA is available on request or via the Platform.

Article 10 – Liability Limitation & Warranty Exclusions

1. The Platform and Services are provided “AS IS” and “AS AVAILABLE,” without any express or implied warranty (merchantability, fitness for a particular purpose, non-infringement, performance, continuity, security, reliability, etc.).

2. exkalibur does not warrant that:

   • The Services will meet the User’s specific needs;

   • The Services will be uninterrupted or error-free;

   • AI Outputs will be accurate, complete, reliable, unique or fit for purpose;

   • Use of Services or Outputs will not infringe third-party rights.

3. Liability cap – To the fullest extent permitted by law, exkalibur’s total liability for direct damages arising from use or inability to use the Services is limited to the total amount paid by the User for the Services concerned during the preceding six (6) / twelve (12) months.

4. exkalibur shall in no event be liable for indirect, consequential, special, incidental or punitive damages (loss of profit, revenue, data, goodwill, business opportunities, replacement costs, etc.).

5. These limitations apply except in cases of wilful misconduct or gross negligence under Swiss law.

6. The User acknowledges that AI Outputs may contain errors or biases and must be critically evaluated and human-reviewed before any important use or dissemination.

Article 11 – Term, Termination & Suspension

1. Duration – These TCSU take effect upon acceptance and remain in force while the User uses the Platform or Services or until the Account is terminated. Subscription-plan duration is specified at sign-up.

2. Termination by User – The User may terminate the Account or Plan at any time via Account settings or support. Termination of paid Plans takes effect at the end of the current billing period; no refund unless provided under Article 7.5.

3. Termination/Suspension by exkalibur – exkalibur may suspend or terminate access or the Account for:

   • Breach of these TCSU or the AUP;

   • Non-payment;

   • Fraudulent, illegal or harmful activity;

   • Legal or regulatory request;

   • Prolonged inactivity (as defined by exkalibur);

   • Discontinuation of Services.
     Where possible, exkalibur will notify the User of reasons for suspension/termination.

4. Consequences – Access ceases; exkalibur may delete User Content after a reasonable period in accordance with the Privacy Policy and legal obligations. Users should back up their content beforehand.

Article 12 – Changes to the TCSU

1. exkalibur may modify these TCSU at any time.

2. Users will be informed of material changes by e-mail, Platform notice or other appropriate means, with reasonable prior notice.

3. Continued use after changes take effect constitutes acceptance. If the User disagrees, they must stop using the Services and terminate the Account.

Article 13 – Governing Law

These TCSU and any contractual relationship between exkalibur and the User are governed by substantive Swiss law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Article 14 – Jurisdiction

1. Any dispute arising from these TCSU or use of the Services shall be subject to the exclusive jurisdiction of the ordinary courts at exkalibur’s registered office in Switzerland (Porrentruy), subject to appeal to the Swiss Federal Supreme Court.

2. For consumer Users resident in the EU, mandatory provisions of their country regarding jurisdiction may apply.

Article 15 – Miscellaneous

• Severability – Should any clause be held invalid, the remaining clauses remain in force and the parties shall replace the invalid clause with one closest in intent and lawful.

• No waiver – exkalibur’s failure to enforce any provision shall not constitute a waiver of that provision.

• Force majeure – exkalibur is not liable for delays or failures due to force majeure under Swiss jurisprudence.

• Notices – Unless stated otherwise, notices to exkalibur must be sent by registered mail to its registered office or by e-mail to contact@exkalibur.ai. Notices to the User may be sent to the e-mail provided at Account creation or via Platform notification.

• Language – These TCSU are drafted in French. In case of translation, the French version prevails in the event of dispute.

• Article headings are for convenience and do not affect interpretation.

Article 16 – Compliance with AI Legislation (EU AI Act)

exkalibur undertakes to monitor regulatory developments, including Regulation (EU) 2024/1689 (EU AI Act), and will implement the necessary measures to comply with obligations applicable to AI providers (transparency, technical documentation, risk management, etc.). Users will be informed of specific implications via updates to these TCSU or the Privacy Policy.

Contact

exkalibur.ai by Digital Solutions SA
Rue de la Roche-de-Mars 5, 2900 Porrentruy, Switzerland
contact@exkalibur.ai
https://exkalibur.ai/