General Terms and Conditions (GTC)

§ 1 Scope & conclusion of contract

1.1 Application & precedence of these GTC

Only these GTC apply. Conflicting, deviating or supplementary terms of the Customer are expressly not recognised – not even in the event of silence, unreserved acceptance of performance or payment.

1.2 Offers & order confirmation

Offers, proposals and cost estimates are non-binding and subject to change. A contract is concluded only upon written order confirmation by DuneDive or upon electronic confirmation by e-mail from [email protected].

1.3 Merger clause / entire agreement

Pre-contractual statements, advertising claims, product descriptions and oral assurances are entirely superseded by the written contract. The written contract reflects the entire agreement between the parties in full.

1.4 Written form for collateral agreements

Oral collateral agreements are invalid. Amendments, additions and rescissions require written form; written form is also preserved by e-mail from an address designated in the contract.

1.5 Consumer contracts (B2C)

Consumer contracts (B2C) are envisaged only exceptionally. Insofar as mandatory consumer-protection law conflicts with provisions of these GTC, mandatory law prevails; the remaining provisions remain effective.

1.6 Online booking via /pakete

When booking via /pakete, the selection and ordering of a package takes place online through a Stripe-hosted checkout. The contract is concluded upon successful payment confirmation by Stripe; we additionally confirm receipt by e-mail. The scope of services is determined by the service description shown on /pakete at the time of booking and by any subsequent order confirmation.

1.7 Exclusively B2B – no right of withdrawal

The offers on /pakete are addressed exclusively to businesses and commercial customers (B2B); no consumer right of withdrawal exists. By booking, the Customer confirms that it is acting in the exercise of its commercial or self-employed professional activity and not as a consumer.

§ 2 Scope of services & changes

2.1 Authoritative scope of services

Only the scope of services described in the order confirmation is authoritative. Statements in marketing materials, blog posts or knowledge articles are non-binding information and do not create any duty to perform.

2.2 Subcontractors & affiliates

DuneDive is entitled to engage subcontractors and affiliated companies – in particular Fairlane Ventures GmbH – for the provision of services. Responsibility for contractual performance remains with DuneDive.

2.3 Change requests

Changes to the scope of services require a written change request. Additional work is remunerated at customary daily rates; any resulting changes to schedule and cost are confirmed in writing before implementation.

2.4 Pilot, beta & experimental features

Pilot, beta and features designated as experimental are provided "as is" and without any service level. Fitness for productive use is not warranted; use is at the Customer's own risk.

2.5 Right to adapt for technical, security or legal reasons

DuneDive may adapt the scope of services where this is necessary for technical, security or legal reasons and the core of the main service is preserved. Material adaptations are announced to the Customer in advance.

§ 3 Customer duties to co-operate

3.1 Provision of information & access

The Customer provides, in good time, in full and free of charge, all information, data, access, accounts and acts of co-operation necessary for the provision of services.

3.2 Delayed or incomplete co-operation

In the event of delayed or incomplete co-operation, deadlines are extended accordingly. Additional effort is remunerated at customary daily rates; agreed flat fees remain unaffected.

3.3 Contact with decision-making authority

The Customer designates a named contact person with decision-making authority and a suitable deputy. Changes are notified to DuneDive without delay.

3.4 Self-responsible backups & IT security

The Customer is responsible for regular, complete backups of its data and for an appropriate IT-security environment on its side (endpoints, network, access management).

§ 4 Prices, payment, default

4.1 Prices, taxes & withholding taxes

All prices are in Swiss francs (CHF), net of value-added tax and net of any withholding taxes; VAT and withholding taxes are additionally borne by the Customer. No set-off against taxes takes place.

4.2 Payment term

Invoices are due for payment within 30 days of the invoice date without deduction (net cash). Discounts apply only where expressly agreed in writing.

4.3 Default interest & reminder fee

In the event of default in payment the Customer owes, without reminder, default interest of 5% p.a. and a reminder fee of CHF 50 per reminder. Further damages, in particular costs of enforcement, are reserved.

4.4 No set-off, no retention right

Set-off and the Customer's right of retention are excluded, except for claims that have been finally established by a court or have been acknowledged in writing by DuneDive.

4.5 Price adjustment for ongoing contracts

For longer-term contracts DuneDive is entitled to adjust prices reasonably once per year. The benchmark is the Swiss consumer price index or the customary industry wage development; the right to adjust for other objective reasons is reserved.

4.6 Default of acceptance & standby cost

The Customer's default of acceptance does not affect the obligation to pay. Waiting times, standby cost and uselessly applied resources are additionally charged on a time-and-materials basis.

4.7 Hosting, licence & third-party cost

Server, hosting, licence and third-party costs (e.g. cloud providers, AI-model vendors, SaaS licences) run, where possible, directly on the Customer's account. If billed via DuneDive, they are passed through at cost plus a reasonable handling fee.

4.8 Ongoing packages & subscriptions (managed services)

Packages designated as ongoing or "managed" are provided on a subscription basis. Unless otherwise agreed, the minimum term is one month; billing takes place in a monthly billing cycle in advance via Stripe. The subscription renews automatically for a further month unless it is cancelled by the end of the current billing month. Cancellation may be made in text form (e-mail to [email protected]). Fees already paid in advance for the current billing month are not refunded on a pro-rata basis; service provision ends at the end of the paid period.

4.9 Cancellation & refunds

Services already commenced or fully rendered are payable and are not refunded. For one-off packages, the Customer may cancel before the start of service provision against refund of payments already made, less demonstrably incurred effort and third-party costs. A refund is made via the same means of payment through Stripe. The Customer's statutory warranty rights under § 9 and mandatory rights remain unaffected; no further refund or withdrawal right exists in the B2B relationship.

§ 5 Retention of title & rights of use

5.1 Retention of title until full payment

All work results, software, configurations, documentation and training materials remain the property of, or are subject to retention by, DuneDive until full payment of all claims arising from the business relationship.

5.2 Right of use upon payment

Upon full payment the Customer receives a simple, non-exclusive, non-transferable right of use within the agreed scope. Transfer to the Customer's group companies requires prior written consent.

5.3 Background IP & tooling

Background IP, generic tools, methods, scripts, templates and know-how remain unrestrictedly with DuneDive and its affiliates – even if used or further developed within the scope of a project.

5.4 Open source

Open-source components are subject to their respective open-source licences. For open-source elements DuneDive provides no warranty beyond that licence and no patent indemnification.

5.5 Reverse engineering & derivative works

Reverse engineering, decompilation, disassembly and the creation of derivative works are prohibited unless permitted by mandatory law. Circumvention of technical protection measures is prohibited.

5.6 Customer content & processing licence

For content contributed by the Customer, the Customer grants DuneDive and its subcontractors a non-exclusive, worldwide right to store, process and transmit such content to sub-processors to the extent necessary for the service.

§ 6 Data, data protection, DPA

6.1 Application of the Privacy Policy

DuneDive's Privacy Policy in its respectively current version applies and forms part of these GTC. Where the Customer is controller, it remains responsible for the lawfulness of its processing.

6.2 Data-processing agreement (DPA)

Where DuneDive – or Fairlane Ventures GmbH acting as processor – processes personal data of the Customer on its behalf, the parties enter into a data-processing agreement (DPA). A template is available at https://fairlane.systems/downloads/Fairlane-AVV-Muster.html.

6.3 Responsibility for input data

The Customer is solely responsible for holding all necessary rights to the data it provides – in particular consents, licences and legal bases for the intended processing.

6.4 Sensitive personal data

The Customer warrants that, without prior written agreement, it will not feed into the systems any sensitive personal data – in particular health, criminal-prosecution, biometric and children's data, or data covered by third-party professional secrecy.

6.5 Data loss & own backups

DuneDive is liable for loss or damage to Customer data only within the limits of liability of these GTC. The Customer is responsible for its own backups and for recoverability from its source systems.

§ 7 Confidentiality

7.1 Confidentiality obligation

Both parties keep confidential information of the other party strictly confidential during and after the contract, use it solely for performance of the contract and disclose it only to persons who need to know in order to perform the contract.

7.2 Exceptions

Excluded is information that is demonstrably public, was already known before disclosure, was lawfully obtained from third parties without confidentiality obligation, or must be disclosed under statutory or official order.

7.3 Post-contract duration

Confidentiality obligations survive the end of the contract by 5 years. For trade secrets in the narrower sense they apply without time limit, for as long as the secret character endures.

§ 8 AI-specific clauses

8.1 Statistical nature of AI outputs

AI systems generate outputs on a statistical basis. Substantive accuracy, completeness, up-to-dateness or fitness of outputs for a particular purpose is expressly not warranted.

8.2 Hallucinations, bias & Customer review duty

AI may produce hallucinations, biases and outdated or erroneous statements. The Customer reviews all AI results before use on its own responsibility for accuracy, suitability and legal compliance.

8.3 No legal / tax / compliance advice

The services expressly do not replace legal, tax, investment, insurance, medical or compliance advice and do not constitute legal services. For binding decisions, expert advice from duly authorised persons must be obtained.

8.4 Rights to training & input data / indemnity

The Customer warrants that training, input and reference data provided by it are free of third-party rights or that it holds the necessary rights. The Customer indemnifies DuneDive against any third-party claims arising therefrom (including procedural and attorneys' fees).

8.5 Third-party models (OpenAI, Anthropic, Mistral etc.)

Where services use third-party models (e.g. OpenAI, Anthropic, Mistral, Google, Meta), the terms of those providers additionally apply. DuneDive is not liable for availability, quality, bias or changes of these third-party models and gives no warranty of their continued existence.

8.6 EU AI Act – classification in Customer sphere

The Customer is responsible for classifying its AI use under the EU AI Act (e.g. prohibited practices, high-risk, GPAI, transparency duties) and for fulfilling the corresponding duties within its sphere, including conformity assessment, registration and risk management.

8.7 Integration of third-party AI services – acknowledgement and consent

Draft – as of 2026-05-29. This section does not replace individual legal advice; legal review is pending.

The Customer acknowledges and expressly consents to DuneDive integrating third-party artificial intelligence services in the provision of services, including – without limitation – language models from Anthropic ("Claude"), OpenAI, Mistral AI, Google (Gemini), DeepSeek and further providers in the then-current version. The use of these AI services is at the Customer's own risk. AI outputs may be erroneous, incomplete, hallucinated or misleading; the Customer independently verifies all AI outputs before any productive use, checking accuracy, completeness and legal compliance. Under no circumstances do the AI services constitute legal, tax, investment, medical or any other professional advice.

DuneDive is not liable for the availability, quality, data-protection compliance, substantive accuracy, bias or future changes of the integrated third-party AI services and provides no warranty or guarantee in respect thereof. The exclusions and limitations of liability in these GTC (in particular § 10) apply without restriction to third-party AI services. Insofar as AI third-party providers have their own terms of use, these apply in parallel to these GTC; the Customer is required to comply with them.

8.8 QAIA gateway / Chatriq: technical pass-through, not an AI provider in its own right

DuneDive LLC and Fairlane Ventures GmbH acting as processor operate the QAIA AI gateway and the "Chatriq" assistant exclusively as a technical intermediary and infrastructure layer ("pass-through"/"mere conduit"). The gateway routes the Customer's requests to the third-party AI models selected by the Customer or agreed contractually, and returns their outputs. DuneDive and Fairlane Ventures GmbH neither develop, train nor operate their own AI models, nor do they place or put into service AI systems under their own name or brand.

Within the meaning of the EU AI Act (Regulation (EU) 2024/1689), DuneDive LLC and Fairlane Ventures GmbH are therefore not to be classified as "provider" of an AI system. The obligations of an operator/deployer under the EU AI Act with regard to the use of the transmitted AI models within the Customer's own operational and customer sphere rest with the Customer. Insofar as the gateway processes personal data in the context of technical intermediation, Fairlane Ventures GmbH acts as processor under the revDSG/GDPR on the instructions of the Customer; a data-processing agreement (DPA) pursuant to § 6.2 of these GTC is to be concluded. This provision applies without prejudice to the limitations of liability under § 10 and the indemnification obligations under § 11.

§ 9 Warranty & defects

9.1 Customary care, no success guarantee

DuneDive provides the services with industry-standard care. No success guarantee is assumed unless expressly agreed in writing. Owed is, as a rule, an activity, not a specific economic success.

9.2 Notice of defects (deadlines)

Obvious defects must be notified in writing within 10 business days of delivery/provision, hidden defects within 10 business days of discovery. Late notice results in acceptance of performance.

9.3 Rectification / replacement

In the case of a justified and timely notice of defects, rectification or replacement takes place at DuneDive's choice. If subsequent performance fails twice, the Customer may claim a price reduction within the statutory framework; the right of rescission is excluded to the extent legally permissible.

9.4 Limitation period for warranty

The limitation period for warranty claims is 12 months from delivery/provision, unless mandatory law provides for a longer period.

§ 10 Liability

10.1 Liability only for intent / gross negligence

DuneDive is liable only for damage caused by intent or gross negligence. Liability for slight negligence is excluded to the extent legally permissible (Art. 100 para. 1 CO).

10.2 Liability for auxiliary persons (Art. 101 CO)

Liability for auxiliary persons and subcontractors for slight negligence is fully excluded pursuant to Art. 101 CO. For intent and gross negligence, liability subsists within the framework of the further provisions of this clause.

10.3 Cap per claim

DuneDive's liability per claim is limited in amount to the sum actually paid by the Customer to DuneDive in the 12 months preceding the loss-triggering event.

10.4 Aggregate annual cap

Aggregate liability per contract year is limited to the same amount as the per-claim cap. For multi-year contracts the cap applies per 12-month period and is not cumulated.

10.5 Exclusion of indirect & consequential damage

To the extent legally permissible, liability is excluded for indirect damage, consequential damage, lost profit, lost savings, business interruption, reputational damage, non-pecuniary damage and data loss.

10.6 Limitation of claims against DuneDive

Claims of the Customer against DuneDive become time-barred at the latest 12 months after knowledge of the damage and the party causing it, in any event 2 years after the end of the contract. Longer mandatory statutory limitation periods remain unaffected.

10.7 Carve-outs from limitation of liability

The limitations of liability do not apply in cases of intent, gross negligence, breach of essential contractual duties (cardinal duties), personal injury and mandatory product liability. To that extent, statutory provisions apply.

§ 11 Indemnification

11.1 Indemnity for Customer content

The Customer indemnifies DuneDive against all third-party claims (including reasonable attorney and procedural costs) resulting from unlawful, inaccurate or rights-infringing content, data, prompts or training data of the Customer.

11.2 Scope of the indemnity

The indemnity applies in particular to breaches by the Customer of data-protection, copyright, trademark and personality law, professional secrecy, competition law and official orders.

11.3 Conduct of proceedings

DuneDive notifies asserted claims without delay and gives the Customer an opportunity to defend. Out-of-court or court settlements imposing obligations on DuneDive require DuneDive's written consent.

§ 12 Availability, maintenance, force majeure

12.1 Availability only under separate SLA

A specific availability (uptime) is guaranteed only where expressly assured in a separate Service Level Agreement (SLA). Without an SLA no specific availability guarantee applies.

12.2 Scheduled maintenance & security interventions

DuneDive is entitled to announce and carry out scheduled maintenance windows – preferably outside business hours. Unscheduled security-related interventions (e.g. patching critical vulnerabilities) are permitted at any time without prior notice.

12.3 Force majeure (cyberattack, cloud outage, pandemic)

Force majeure includes in particular war, pandemics, strikes, official orders, cyberattacks (DDoS, ransomware, zero-day exploits), outages of essential cloud providers, power and network outages and natural events. For the duration of such events the parties' obligations are suspended; claims for damages are excluded.

12.4 Suspension on suspicion of abuse

DuneDive may suspend or restrict the service in case of suspected abuse, acute security threats, breaches of terms of use or outstanding payments. The Customer is informed in advance where possible.

§ 13 International, export control, sanctions

13.1 No sanctions exposure

The Customer warrants that it is not on sanctions lists (in particular EU, OFAC USA, SECO Switzerland, UN, UK OFSI), is not controlled by such persons and will not use the services in or for sanctioned countries, territories or persons.

13.2 High-risk sectors

Use in high-risk sectors – military applications, critical infrastructure, nuclear, aerospace, life-support systems – requires DuneDive's prior written consent. Without such consent, such use is prohibited.

13.3 Anti-bribery & anti-corruption

Both parties comply with anti-bribery and anti-corruption laws, in particular the UK Bribery Act, US FCPA, Swiss SCC Art. 322 et seq. and comparable local provisions. Breaches entitle the other party to extraordinary termination.

13.4 Export control & dual use

The Customer is responsible for compliance with all applicable export-control, foreign-trade and dual-use regulations (in particular EU Dual-Use Regulation, US EAR, Swiss GKG/GKV). It obtains required authorisations itself in good time.

§ 14 Final provisions

14.1 Term & ordinary termination

The term is determined by the respective contract. Unless otherwise agreed, an ordinary notice period of 3 months to the end of a quarter applies. Termination requires written form (e-mail is sufficient).

14.2 Extraordinary termination for good cause

Either party may terminate the contract for good cause, in particular in case of an uncured breach despite reminder, payment default exceeding 30 days, or insolvency/restructuring proceedings.

14.3 Data return & deletion upon end of contract

Upon end of contract DuneDive provides Customer data in a common, machine-readable format. After a 30-day grace period the data is finally deleted, unless statutory retention obligations apply. The effort is charged on a time-and-materials basis.

14.4 Assignment

The Customer shall not assign its rights under the contract to third parties without DuneDive's prior written consent. DuneDive is entitled to assign rights and obligations to affiliated companies – in particular Fairlane Ventures GmbH.

14.5 Reference naming

DuneDive may name the Customer with name and logo as a reference, provided that no confidential project content is disclosed. The Customer may object to such naming at any time in writing, with effect for the future.

14.6 Non-solicitation

The Customer undertakes, during the contract term and for 12 months thereafter, not to actively solicit employees, freelancers or subcontractors of DuneDive or its affiliates. General, non-targeted job advertisements remain permissible.

14.7 Changes to these GTC

Changes to these GTC are communicated to the Customer in text form at least 30 days before they take effect. If the Customer objects within that period, the objection is deemed good cause for extraordinary termination; if the Customer remains silent, this is deemed acceptance. The notice expressly draws attention to this consequence.

14.8 Severability & validity-preserving reduction

Should individual provisions of these GTC be or become invalid, unenforceable or incomplete, the contract remains otherwise effective. The invalid provision is replaced by an economically closest legally permissible provision (validity-preserving reduction).

14.9 Authoritative language version

The German-language version of these GTC is authoritative. Translations serve solely for understanding and have no independent legal effect.

14.10 Applicable law / CISG exclusion

Swiss substantive law applies exclusively, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention / CISG) and of conflict-of-law rules. The choice of Swiss law is made deliberately, despite the US domicile of DuneDive LLC, to protect both parties, since hosting and operational team are based in Switzerland or the EU.

14.11 Place of jurisdiction Zug

The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Zug, Switzerland, subject to mandatory consumer or employee venues. DuneDive remains entitled to bring action against the Customer at its registered office.

14.12 Optional arbitration clause (Swiss Rules / SCAI Zurich)

Alternatively, for international disputes the parties may agree on arbitration under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre (SCAI). The seat of arbitration is Zurich, the language of arbitration either German or English; arbitration proceedings are confidential and exclude ordinary court jurisdiction.

The German-language version prevails. In the event of discrepancies between the German and the English version, the German version takes precedence. These texts do not constitute individual legal advice.