Terms of Service

Preamble

These Terms of Service (the "Terms") govern your access to, and use of, the Conceptify platform and related services offered by ShamsAI (together, the "Services"). The Services are made available on a business-to-business basis. By accessing or using the Services, or by clicking to accept these Terms, you confirm that you have read, understood and agree to be bound by these Terms and by the ShamsAI Privacy Notice (the "Privacy Notice"). If you do not agree, you must not access or use the Services.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, capitalised terms have the meanings given below:

• (a) "Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party;
• (b) "Authorised User" means an individual authorised by a Customer to access and use the Services under the Customer's contract with ShamsAI;
• (c) "Customer" means the legal entity that has entered into a written agreement with ShamsAI for access to the Services;
• (d) "Customer Data" means any data, content, materials or other information submitted to, or generated by, the Services by or on behalf of the Customer or its Authorised Users, excluding ShamsAI IP;
• (e) "DPA" means the Data Processing Agreement entered into between ShamsAI and the Customer governing the processing of Personal Data by ShamsAI acting as a processor;
• (f) "Documentation" means the technical and end-user documentation made available by ShamsAI in respect of the Services;
• (g) "Master Agreement" means any written master services agreement entered into between the Customer and ShamsAI for the provision of the Services;
• (h) "Order Form" means an ordering document executed by the parties referencing these Terms or a Master Agreement and specifying the Services ordered by the Customer;
• (i) "Personal Data" has the meaning given in the Swiss Federal Act on Data Protection (the "FADP");
• (j) "ShamsAI IP" means the Services, the underlying software, all APIs, algorithms, models, Documentation, trade marks, designs, look-and-feel and related intellectual property rights, together with all improvements, modifications and derivative works thereof; and
• (k) "Subprocessors List" means the list of subprocessors engaged by ShamsAI in the provision of the Services, as made available by ShamsAI on request and under the DPA.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. References to a "Section" are to sections of these Terms. Words such as "including" and "in particular" are illustrative and not limiting. References to statutes include their subsequent amendments.

2. Scope of Agreement

2.1 Contracting capacity

These Terms apply to you either (i) as an Authorised User acting for and on behalf of a Customer under a written agreement with ShamsAI, or (ii) as a visitor to ShamsAI's public-facing websites. If you are accepting these Terms on behalf of a Customer, you represent and warrant that you have authority to bind that Customer.

2.2 Business use

The Services are intended solely for business use. The Services are not offered to, and must not be used by, consumers within the meaning of applicable consumer-protection law.

2.3 Order of precedence

In the event of conflict between these Terms and any other document governing your access to the Services, the following order of precedence shall apply (from highest to lowest): (a) the applicable Order Form (including any schedules thereto); (b) the Master Agreement, if any; (c) the DPA; (d) these Terms; and (e) the Subprocessors List and any other operational documents expressly incorporated by reference. Nothing in this order of precedence shall be construed so as to waive mandatory obligations under applicable data-protection law.

3. The Services

3.1 Description

Conceptify is a private business-to-business software-as-a-service platform for enterprise-connected intelligence. The Services comprise authenticated web access, back-end application programming interfaces, artificial-intelligence-assisted features, and related functionality described in the Documentation.

3.2 Changes to the Services

ShamsAI may, acting reasonably, modify, enhance, update or discontinue features of the Services from time to time. Where a change materially diminishes the functionality of the Services as a whole, ShamsAI shall provide reasonable prior notice through its ordinary service-communication channels.

4. Accounts, Provisioning and Security

4.1 Invitation and onboarding

Access to the Services is granted by invitation and subject to administrator approval. Onboarding includes identity verification and the execution of a non-disclosure agreement.

4.2 Credentials

You are responsible for maintaining the confidentiality and security of your account credentials and for all activities occurring under your account. You shall enable multi-factor authentication where available and shall promptly notify ShamsAI at [email protected] of any suspected or actual unauthorised access.

4.3 Suspension for security

ShamsAI may, with or without prior notice, suspend or restrict access where it reasonably believes such action is necessary to preserve the security, integrity or availability of the Services, to comply with law, or to investigate a suspected breach of these Terms.

5. Acceptable Use

5.1 Prohibited conduct

You shall not, and shall ensure that your Authorised Users do not:

• (a) upload or transmit any content which you do not have the right to share, including third-party confidential information disclosed without authorisation;
• (b) upload payment-card data, protected health information beyond any scope expressly authorised under the Master Agreement, biometric data, or any other category of data falling outside the intended use of the Services;
• (c) use the Services in violation of any applicable law, regulation, order, or right of any third party;
• (d) attempt to gain unauthorised access to, interfere with, probe, or disrupt the Services, any other user account, or the underlying infrastructure;
• (e) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent such restriction is prohibited by mandatory applicable law;
• (f) use the Services, or any output therefrom, to train, fine-tune or benchmark any artificial-intelligence model, product or service which competes with the Services;
• (g) circumvent or attempt to circumvent any rate limit, authentication, authorisation, or other security control;
• (h) engage in automated scraping, crawling or bulk extraction, other than to the extent expressly permitted by the Master Agreement; or
• (i) use the Services or any AI Output in a manner that would constitute a prohibited artificial-intelligence practice under Article 5 of Regulation (EU) 2024/1689 (the "EU AI Act"), including untargeted scraping of facial images, social scoring by public authorities, real-time remote biometric identification in publicly accessible spaces other than as expressly permitted by law, or the exploitation of vulnerabilities of specific groups of natural persons.

5.2 Remedies

Breach of this Section 5 constitutes a material breach entitling ShamsAI to the remedies set forth in Section 11 (Suspension and Termination), without prejudice to any other rights or remedies available at law.

6. Artificial-Intelligence Features; Output Disclaimer

6.1 Nature of AI features

The Services include artificial-intelligence-assisted features that generate, summarise or retrieve content based on inputs you provide and on your organisation's data residing in your workspace ("AI Features").

6.2 Advisory purpose only

AI Features, and the outputs produced by them (the "AI Outputs"), are provided for informational and advisory purposes only. You remain solely responsible for reviewing AI Outputs and for any decision made in reliance on them. AI Outputs shall not be treated as authoritative advice in any regulated domain (including medical, legal, financial, safety-critical or life-critical) absent an express written agreement between the parties to that effect.

6.3 Accuracy; verification

While ShamsAI takes reasonable measures to improve the quality of AI Outputs, artificial-intelligence systems can produce results that are inaccurate, incomplete, outdated, biased or misleading. You shall independently verify AI Outputs before acting upon them.

6.4 No training on Customer inputs

ShamsAI uses third-party model providers to deliver AI Features. ShamsAI processes Customer inputs to AI Features solely for the purpose of producing AI Outputs. ShamsAI does not use Customer inputs to train ShamsAI-operated models and configures its use of third-party model providers to disable training on Customer inputs where such controls are made available by the provider.

6.5 Prohibited uses of AI

You shall not use the AI Features, or any AI Output, for any safety-critical or life-critical decision-making (including autonomous systems, medical diagnosis or automated law-enforcement action) without a separate written agreement signed by an authorised officer of ShamsAI.

7. Intellectual Property

7.1 Customer Data

As between the parties, the Customer retains all right, title and interest in and to the Customer Data. The Customer grants ShamsAI a limited, non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display and otherwise process Customer Data solely to the extent necessary to provide the Services to the Customer and as further described in the DPA.

7.2 AI Outputs

Subject to your compliance with these Terms and with Section 6 (AI Features), ShamsAI does not assert ownership in AI Outputs delivered to you through your use of the Services. You are responsible for ensuring that your use of AI Outputs complies with applicable law and does not infringe the rights of any third party.

7.3 ShamsAI IP

All right, title and interest in and to the ShamsAI IP is and shall remain the exclusive property of ShamsAI and its licensors. No licence, right or interest in the ShamsAI IP is granted to you except as expressly provided in these Terms or in the Master Agreement.

7.4 Feedback

If you provide ShamsAI with suggestions, comments or other feedback regarding the Services ("Feedback"), you grant ShamsAI a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit such Feedback for any purpose, without restriction or compensation.

8. Fees, Invoicing and Payment

8.1 Fees

Fees for the Services are set forth in the Master Agreement or, failing which, in the published pricing accepted at sign-up. Unless expressly stated otherwise, all amounts are stated exclusive of value-added, withholding or other applicable taxes, which shall be payable by you in addition.

8.2 Payment processor

Payments are processed by a third-party payment processor engaged by ShamsAI. Card data is submitted directly to that processor and is not stored by ShamsAI.

8.3 Late payment

Overdue amounts may accrue interest at the rate permitted by applicable law and may result in suspension or termination in accordance with Section 11 (Suspension and Termination).

9. Service Availability

ShamsAI shall use commercially reasonable efforts to make the Services available with high availability. Specific service-level commitments, if any, are set forth in the Master Agreement or applicable service-level agreement. Scheduled maintenance shall be communicated in advance where reasonably practicable.

10. Term and Renewal

10.1 Term

These Terms enter into force on the date of first acceptance by the Customer (or by an Authorised User on behalf of the Customer) and continue in force until terminated in accordance with Section 11 (Suspension and Termination) or superseded by a Master Agreement. The subscription term of the Services is set forth in the applicable Order Form or Master Agreement.

10.2 Renewal

Unless otherwise set forth in the applicable Order Form or Master Agreement, subscription terms shall renew automatically for successive periods equal to the then-current subscription term. Either party may elect not to renew by giving written notice to the other party at least thirty (30) days prior to the end of the then-current term.

10.3 Effect of non-renewal

Upon expiry of the subscription term without renewal, the provisions of Section 11.2 (Effect of termination) shall apply to the retrieval and deletion of Customer Data.

11. Suspension and Termination

11.1 Grounds for suspension or termination

ShamsAI may suspend or terminate your access to the Services (in whole or in part), with or without prior notice, where (a) you materially breach these Terms, the DPA or the Master Agreement; (b) you fail to pay any undisputed amount when due and the default is not cured within fifteen (15) days of written notice; (c) suspension or termination is required by applicable law or legal process; or (d) continued access reasonably threatens the security, integrity or availability of the Services or other customers.

11.2 Effect of termination

Upon termination, (i) all rights to use the Services shall immediately cease; (ii) you shall cease all use of the Services and any ShamsAI IP; and (iii) ShamsAI shall provide reasonable assistance for the retrieval of Customer Data within the export window set forth in the DPA, after which residual Customer Data shall be deleted in accordance with the ShamsAI Data Retention Policy (subject to backup cycles of up to one (1) year and to any applicable legal-hold obligations).

11.3 Survival

Sections 1 (Definitions and Interpretation), 5 (Acceptable Use), 7 (Intellectual Property), 8 (Fees, Invoicing and Payment), 11.2 (Effect of termination), 11.3 (Survival), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Privacy and Data Protection), 18 (Compliance), 20 (Governing Law; Jurisdiction) and 21 (Miscellaneous) shall survive termination or expiration of these Terms.

12. Warranties and Disclaimers

12.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms and to perform its obligations hereunder.

12.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN THE MASTER AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SHAMSAI AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ERROR-FREE OR UNINTERRUPTED OPERATION. SHAMSAI DOES NOT WARRANT THAT AI OUTPUTS ARE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

13. Limitation of Liability

13.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS OR BUSINESS OPPORTUNITY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE.

13.2 Liability cap

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO SHAMSAI IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Unaffected liability

Nothing in these Terms shall exclude or limit either party's liability for (i) fraud or fraudulent misrepresentation; (ii) gross negligence or wilful misconduct; or (iii) any other liability which cannot be excluded or limited under applicable mandatory law.

14. Indemnification

You shall defend, indemnify and hold harmless ShamsAI, its Affiliates and their respective officers, directors, employees and agents from and against any and all third-party claims, demands, proceedings, damages, losses, liabilities, costs and expenses (including reasonable external counsel fees) arising out of or in connection with (a) your breach of these Terms, the Acceptable Use provisions or the Master Agreement; (b) your unauthorised or unlawful use of the Services; (c) Customer Data uploaded in violation of Section 5; or (d) your use of AI Outputs in violation of Section 6.

15. Confidentiality

15.1 Obligations

Each party (the "Receiving Party") shall protect the confidential information of the other party (the "Disclosing Party") using at least the same degree of care it applies to its own information of like importance (and in no event less than a reasonable standard of care) and shall not disclose or use such confidential information except as permitted under these Terms, the DPA, the Master Agreement or any separate non-disclosure agreement between the parties.

15.2 Exclusions

Confidential information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's confidential information.

15.3 Compelled disclosure

If the Receiving Party is compelled by law or legal process to disclose confidential information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt prior written notice and reasonable assistance to enable the Disclosing Party to seek a protective order.

16. Privacy and Data Protection

The processing of Personal Data by ShamsAI in connection with the Services is described in the Privacy Notice, available at https://www.shams.ai/privacy, and, where ShamsAI acts as a processor on behalf of the Customer, is governed by the DPA.

17. Subprocessors

17.1 Engagement

ShamsAI may engage subprocessors to assist in the provision of the Services. Each subprocessor is engaged under appropriate contractual safeguards consistent with applicable data-protection law.

17.2 Subprocessors List

The current Subprocessors List, including the identity, location and processing activity of each subprocessor, is maintained by ShamsAI and is provided to Customers under the DPA and on request by contacting [email protected].

17.3 Changes

ShamsAI shall notify Customers of material changes to its subprocessors in accordance with the DPA, affording the Customer a reasonable opportunity to object on legitimate data-protection grounds.

17.4 Flow-down obligations

ShamsAI shall impose on each subprocessor data-protection obligations substantially equivalent to those applicable to ShamsAI under the DPA.

18. Compliance

18.1 Export controls and sanctions

Each party shall comply with all applicable export-control, sanctions and trade-restriction laws, including those administered by Switzerland, the European Union, the United Kingdom and the United States. You shall not make the Services, AI Outputs or any derivative thereof available, directly or indirectly, to any person or in any jurisdiction where such access would violate such laws.

18.2 Anti-bribery; anti-corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws, and shall not offer, give, request or accept any undue financial or other advantage in connection with the Services.

18.3 EU Artificial-Intelligence Act

Where the EU AI Act applies to your use of the Services, you shall comply with the obligations applicable to you as a deployer of an artificial-intelligence system. The parties shall cooperate in good faith to implement such technical and organisational measures as are reasonably necessary to give effect to the EU AI Act, including in respect of transparency, human oversight and logging, to the extent applicable to the relevant AI Features.

19. Changes to the Services and to these Terms

ShamsAI may amend these Terms from time to time. Material changes shall be communicated to Authorised Users through ordinary service-communication channels with reasonable prior notice. Continued use of the Services after the effective date of any such amendment shall constitute acceptance of the amended Terms. The "Last updated" date above indicates the date of the most recent amendment. Changes to the Services themselves are addressed in Section 3.2.

20. Governing Law; Jurisdiction

20.1 Governing law

These Terms are governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

20.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the competent courts of Basel, Switzerland, for any dispute arising out of or in connection with these Terms, subject only to any mandatory jurisdictional rules that may apply under Swiss law.

21. Miscellaneous

21.1 Entire agreement

These Terms, together with the Privacy Notice, the DPA and any Master Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, whether written or oral.

21.2 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the affected provision with a valid provision that most closely reflects the parties' original intent.

21.3 No waiver

No failure or delay by a party in exercising any right under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right.

21.4 Assignment

You may not assign or transfer these Terms, in whole or in part, without ShamsAI's prior written consent. ShamsAI may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, in each case upon written notice.

21.5 Notices

Notices to ShamsAI under these Terms shall be sent to [email protected] and shall be deemed given upon confirmed receipt.

21.6 Force majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, governmental action, internet disruption or other force majeure events.

21.7 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.