Terms of Service

Terms of Service — OnPrem AI (Emerging Evidence GmbH)

Last updated: 8 September 2025

These Terms of Service (“Terms”) govern access to and use of OnPrem AI solutions and related services provided by Emerging Evidence GmbH (“Emerging Evidence”, “we”, “us”, “our”). By entering into a contract, installing, or using our solutions, you (“Customer”, “you”, “your”) agree to be bound by these Terms, unless a separate written agreement signed by both parties overrides them.

1. Parties & Contact

Provider: Emerging Evidence GmbH Zur Stahlgiesserei 8 8200 Schaffhausen, Switzerland Phone: +41 76 446 36 73 Email: info@onprem.ai

Customer: The entity or individual purchasing, licensing, or otherwise using the solutions.

2. Scope

These Terms apply to:

  • On-premises AI software and related services (installation, configuration, support, updates).
  • Cloud-hosted services, if explicitly agreed.
  • Consulting, training, and professional services related to our solutions.

Where additional terms (e.g., Data Processing Agreement (DPA), Statement of Work (SOW), license agreement) apply, they form an integral part of the contract.

3. License & Use Rights

  • Grant: Subject to payment of applicable fees, we grant Customer a non-exclusive, non-transferable, limited right to use the software in accordance with the contract and documentation.
  • Restrictions: Customer shall not:
    • Copy, modify, reverse engineer, or distribute the software except as permitted by law.
    • Rent, lease, or sublicense the software to third parties.
    • Remove proprietary notices.
  • Ownership: All intellectual property rights remain with Emerging Evidence or its licensors. No rights are granted except those expressly stated.

4. Customer Responsibilities

  • Provide accurate information necessary for implementation and support.
  • Maintain required infrastructure, security, and user access controls.
  • Ensure lawful use of the solutions, including obtaining valid legal bases for processing personal data.
  • Comply with all applicable laws (including data protection, export controls, and IP law).
  • Prevent unauthorized access or misuse of the solutions.

5. Data Protection

  • Controller vs Processor:
    • When we process personal data for our own business purposes, we act as controller.
    • When providing support or managed services, we act as processor on behalf of the Customer.
  • DPA: If processing Customer Personal Data as a processor, a GDPR/FADP-compliant Data Processing Agreement will apply.
  • Security: We implement appropriate technical and organizational measures to protect data (see Privacy Policy).

6. Fees & Payment

  • Fees are specified in the applicable order, SOW, or agreement.
  • Unless otherwise agreed:
    • Invoices are payable within 30 days of receipt.
    • Prices exclude taxes, duties, and other charges, which are borne by the Customer.
  • Late payments may accrue interest at the statutory rate and may result in suspension of services.

7. Support & Updates

  • Support levels, response times, and update entitlements are defined in the applicable SOW or service description.
  • Unless explicitly stated, support does not include third-party hardware, software, or custom development outside the scope.

8. Confidentiality

  • Both parties agree to maintain the confidentiality of all non-public information disclosed in connection with the contract.
  • Obligations continue for at least 3 years after termination (or longer if trade secrets are involved).
  • Exceptions: information already public, lawfully obtained, or required by law to be disclosed.

9. Warranties & Disclaimers

  • Software warranty: We warrant that the software will substantially conform to the documentation for a period of 90 days after delivery.
  • Exclusions: No warranty for issues caused by misuse, unauthorized modifications, third-party components, or environment failures.
  • Disclaimer: Except as expressly provided, the software and services are provided “as is”. To the maximum extent permitted by law, we disclaim all other warranties, including implied warranties of merchantability and fitness for a particular purpose.

10. Liability

  • Unlimited liability: for death, personal injury, willful misconduct, fraud.
  • Limited liability: for breach of contract, negligence, or statutory obligations, our total liability is limited to the fees paid by the Customer for the 12 months preceding the claim.
  • Exclusions: No liability for indirect, incidental, or consequential damages (e.g., loss of profits, loss of data, business interruption), except where mandatory law provides otherwise.

11. Term & Termination

  • The contract remains in effect for the term specified in the order or agreement.
  • Either party may terminate with immediate effect if:
    • The other party materially breaches the contract and fails to cure within 30 days after notice.
    • The other party becomes insolvent or subject to liquidation proceedings.
  • Upon termination:
    • Customer must cease using the software and delete/destroy copies.
    • Outstanding payment obligations remain due.

12. Export Compliance

Customer shall not export, re-export, or otherwise transfer the solutions in violation of applicable export control laws or sanctions regulations of Switzerland, the EU, the UK, or the United States.

13. Governing Law & Jurisdiction

  • These Terms and related agreements are governed by the laws of Switzerland, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
  • Exclusive place of jurisdiction: Schaffhausen, Switzerland, unless mandatory law requires otherwise.

14. Changes to Terms

We may update these Terms from time to time. Updates will become effective upon publication on our website or as otherwise communicated to Customers. Material changes will be notified in advance.

15. Miscellaneous

  • Entire Agreement: These Terms, together with applicable orders and agreements, form the entire agreement between the parties.
  • Severability: If a provision is invalid, the remainder of the Terms remains in effect.
  • Assignment: Customer may not assign rights or obligations without our prior written consent. We may assign in connection with a merger, acquisition, or sale of business.
  • Force Majeure: Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, war, strikes, internet outages).

16. Contact

Emerging Evidence GmbH (OnPrem AI) Zur Stahlgiesserei 8 8200 Schaffhausen, Switzerland Phone: +41 76 446 36 73 Email: info@onprem.ai