Terms & Conditions

1. Introduction

These Terms and Conditions (“Terms”, “Agreement”) constitute a legally binding contract governing the provision and use of professional services by Luzid.Tech GmbH, a limited liability company incorporated under Swiss law with registered office in Küsnacht, Switzerland (“Company”, “Luzid.Tech”, “we”, “us”, or “our”). By executing a service agreement, accessing our Services, or otherwise engaging with Company, you (“Client”, “Customer”, “you”, or “your”) hereby agree to be legally bound by these Terms in their entirety.

2. Services

Company provides professional services exclusively to commercial entities and business customers pursuant to duly executed service agreements, statements of work (“SOW”), purchase orders, or other binding written instruments (collectively, “Service Agreements”). All Services are subject to the terms and conditions set forth herein and any additional or modified terms specified in the applicable Service Agreement. Company reserves the right to refuse service provision to any prospective client at its sole discretion. No Services shall commence absent a fully executed Service Agreement bearing authorized signatures of both parties.

2.1 Consulting Services

  • Information Security and Penetration Testing Services: Comprehensive cybersecurity assessments, vulnerability analyses, security audits, and penetration testing engagements conducted in accordance with industry standards and methodologies
  • Requirements Engineering and Solution Architecture: Technical specification development, system design, enterprise architecture consulting, and solution engineering services
  • Software Quality Assurance and Testing Services: Development and implementation of testing strategies, quality assurance protocols, automated testing frameworks, and software validation procedures
  • Technical Operations and DevOps Services: Infrastructure management, continuous integration/continuous deployment (CI/CD) implementation, system administration, and operational support services
  • Digital Transformation and Strategic Consulting: Strategic advisory services for digital transformation initiatives, technology roadmap development, and organizational change management
  • Software Development Advisory Services: Technical consulting for software architecture design, code review and audit services, development methodology optimization, and implementation of software engineering best practices
  • Software Maintenance and Support Services: Ongoing maintenance, bug fixes, security updates, performance optimization, and technical support for existing software applications and systems

2.2 Products and Solutions

  • Custom Software Development Services: End-to-end development of bespoke applications, enterprise systems, and third-party integrations pursuant to Client specifications
  • Proprietary Software Products: Ready-to-deploy software solutions, applications, and tools developed and owned by Company
  • Pilot and Beta Products: Early access to pre-release software solutions and innovative technologies under active development, provided on an “as-is” basis
  • Technology Assessment and Audit Services: Comprehensive evaluation of existing technological infrastructure, systems analysis, and strategic recommendations
  • Software Maintenance and Enhancement: Ongoing support and feature development for existing software

2.3 Support Services

  • Technical support during business hours (CET/CEST)
  • Priority support for active engagements
  • Documentation and knowledge transfer

2.4 End-User Services and Products

For certain products and services that are accessible directly by end-users (private individuals and employees of our business customers), additional terms apply:

  • Identity Management Services: Our identity management tools allow end-users to create accounts, manage profiles, and authenticate access to systems operated by our business customers
  • User Registration and Authentication: End-users may create accounts through registration processes provided by our identity management platform
  • Account Management: End-users can manage their profiles, credentials, and access permissions through our user interfaces
  • Service Availability: End-user services are provided through our business customers who act as the service operators

3. Engagement Terms

3.1 Service Agreements

Specific terms for each engagement will be detailed in:

  • Statements of Work (SOW) or Offer with delivery details
  • Project proposals
  • Service Level Agreements (SLA)
  • Pilot program agreements

3.2 Pilot Products and Beta Software

  • Pilot products are provided “as-is” for evaluation purposes only
  • Not intended for production use unless explicitly authorized in writing
  • Feedback and usage data may be collected to improve products
  • Limited warranty and support as specified in pilot agreements
  • May contain bugs, errors, or incomplete features
  • We may discontinue pilot products at any time without notice

4. Fees and Payment

4.1 Pricing

  • Consulting services: Hourly, daily, or project-based rates
  • Products: As specified in product agreements
  • Pilot products: May be free or at reduced rates during pilot phase
  • Setup Fee: New business customers may be required to pay a one-time setup fee to establish the business relationship and onboard services, as determined by Company at its sole discretion

4.2 Payment Terms

  • Custom Work: 50% payment required before work commences
  • Final Payment: Due on the date of delivery
  • Scheduled/Subscription Services: Payment required in advance
    • Invoices sent up to 1 month before service period
    • Payment must be received before the start of service period
    • Example: Technical operations invoiced in advance, due before month begins
  • Standard invoices: Payment due within 30 days of invoice date
  • Late payments subject to interest charges (2% per month, 24% per annum)
  • Payment Allocation: All payments made by Client shall be applied first to accumulated interest charges, then to outstanding principal amounts in chronological order
  • All prices in CHF unless otherwise specified

4.3 Work Acceptance

  • Acceptance of delivered work is automatically granted upon payment
  • Payment constitutes acknowledgment that deliverables meet requirements
  • Any concerns must be raised before payment is made

4.4 Expenses

  • Travel and accommodation billed at cost
  • Pre-approval required for expenses exceeding CHF 500

4.5 Security Deposits

  • Deposit Requirement: Company may require a security deposit from Client at any time during the business relationship to ensure continuity of services
  • Deposit Amount: The deposit amount shall be determined by Company at its sole discretion, typically equivalent to one to three months of estimated service fees
  • Ownership: Client retains ownership of the deposit funds, which shall be held in a separate account by Company
  • Use of Deposit: Client hereby authorizes Company to apply the deposit toward any outstanding invoices in the event of delayed payment or non-payment beyond the agreed payment terms
  • Refund: Upon termination of the business relationship and settlement of all outstanding obligations, any remaining deposit shall be refunded to Client on their demand without undue delays
  • Interest: Deposits shall not accrue interest unless required by applicable law

5. Intellectual Property

5.1 Client Materials

  • You retain ownership of your pre-existing intellectual property, data, and materials
  • You grant us a non-exclusive license to use your materials solely for service delivery
  • We will not disclose or use your proprietary information beyond the scope of our engagement

5.2 Custom Software Development

  • Source Code and IP Rights: For custom software development, intellectual property rights (including copyrights) transfer to you upon full payment, unless otherwise specified in the Statement of Work or Offer with delivery details
  • Third-Party Components: Software may include third-party libraries or components that remain subject to their original licenses
  • Documentation: All technical documentation, user manuals, and specifications created for custom work transfer with the software rights

5.3 Standard Products, Tools, and Online Services

  • Our existing software products, frameworks, tools, and online services are licensed, not sold
  • Standard products and online services remain our intellectual property regardless of customization
  • License terms for standard products and online services are specified in separate product agreements
  • Online services may be provided on a subscription basis with specific terms of use
  • Access to online services may be suspended or terminated in accordance with service agreements

5.4 Pilot Products and Prototypes

  • Pilot products and prototypes remain our intellectual property unless explicitly transferred
  • You receive evaluation rights during pilot periods
  • Any feedback or usage data may be used to improve our products

5.5 Luzid.Tech Property

  • Our methodologies, processes, best practices, and know-how remain our property
  • Generic improvements and innovations developed during engagements remain with us
  • We retain the right to use general knowledge and experience gained

5.6 Trade Secrets and Confidential Information

  • Both parties acknowledge that trade secrets and confidential information are protected under the Swiss Federal Act Against Unfair Competition
  • Unauthorized disclosure or use of trade secrets may result in criminal penalties under Swiss law

6. Confidentiality

Both parties agree to:

  • Maintain strict confidentiality of proprietary information
  • Use confidential information only for intended purposes
  • Return or destroy confidential materials upon termination
  • Confidentiality obligations survive termination for 5 years

7. Data Protection

7.1 Data Processing Roles and Responsibilities

Luzid.Tech manages different categories of data in various capacities:

  • Our Own Data: Company information, employee data, and business records where we are the data controller
  • Business Customer Data: Information belonging to our direct business customers where we typically act as a data processor
  • End-User Data: Personal data of private individuals who are customers of our business customers (the operators) where we typically act as a sub-processor

Important: Luzid.Tech is usually NOT the operator of end-user services. Our business customers are typically the operators and data controllers for their end-users’ personal data.

  • We process all data in accordance with Swiss data protection laws and GDPR
  • Our role (controller, processor, or sub-processor) is defined in each service agreement
  • See our Privacy Policy for details on how we handle different data categories

7.3 Data Processing Agreement (DPA)

  • We strongly advise our customers to create and share a Data Processing Agreement (DPA) for engagements involving personal data processing
  • DPAs are particularly important when we process end-user data on behalf of our business customers
  • Luzid.Tech can assist you in creating a comprehensive DPA tailored to your specific requirements and compliance needs
  • DPAs help ensure compliance with data protection regulations and clarify responsibilities between data controllers, processors, and sub-processors
  • Contact us to discuss DPA requirements for your project

7.4 Security

  • We implement appropriate technical and organizational measures to protect data
  • You’re responsible for your account security and access controls
  • Data security measures are detailed in our security documentation and may be included in DPAs

7.5 Security Testing and Audits

  • We strongly suggest our customers perform security testing and audit our work in the case of technical operations
  • Independent security assessments help validate the security posture of systems under our management
  • We welcome and support third-party security audits of our technical operations work
  • Audit findings can be used to improve security measures and operational procedures
  • We can provide documentation and access necessary for security audits upon request

7.6 Sector-Specific Regulatory Compliance

When providing Services to clients in regulated industries, Company shall comply with applicable regulatory requirements as specified in the Service Agreement:

7.6.1 Financial Services Compliance

For clients subject to financial regulations, Company acknowledges and agrees to comply with applicable requirements including:

Swiss Financial Market Supervisory Authority (FINMA):

  • Swiss Banking Act and Banking Ordinance requirements for IT service providers
  • Circular 2018/3 “Outsourcing - banks and insurers” compliance where applicable
  • Risk management and operational risk requirements under Swiss banking regulations

European Union Financial Regulations:

  • Markets in Financial Instruments Directive II (MiFID II) technology and data requirements
  • Payment Services Directive 2 (PSD2) security and authentication standards
  • General Data Protection Regulation (GDPR) financial data processing requirements
  • European Banking Authority (EBA) guidelines on ICT and security risk management

North American Financial Regulations:

  • SOX (Sarbanes-Oxley Act) IT controls and documentation requirements for US public companies
  • PCI DSS compliance for payment card data processing
  • FFIEC guidance for financial institutions’ IT service provider management
  • Canadian financial institution technology and cybersecurity requirements

7.6.2 Healthcare and Life Sciences Compliance

For healthcare clients, Company shall comply with applicable health data protection requirements:

Swiss Healthcare Regulations:

  • Swiss Federal Act on Data Protection (FADP) healthcare data provisions
  • Swiss medical device regulations and quality management systems
  • Professional secrecy obligations under Swiss healthcare laws

European Health Regulations:

  • GDPR health data processing requirements (Article 9 special categories)
  • Medical Device Regulation (MDR) and In Vitro Diagnostic Regulation (IVDR) where applicable
  • European Medicines Agency (EMA) data integrity and cybersecurity guidelines

North American Health Regulations:

  • HIPAA (Health Insurance Portability and Accountability Act) compliance for US healthcare clients
  • FDA cybersecurity requirements for medical device software
  • Canadian Personal Health Information Protection Acts (provincial variations)

7.6.3 Critical Infrastructure and Government Compliance

For critical infrastructure and government clients:

Swiss National Security:

  • Swiss Federal Act on the Protection of Critical Infrastructures
  • Swiss Information Security requirements for government contractors
  • National cybersecurity strategy compliance requirements

International Critical Infrastructure:

  • EU Network and Information Systems Directive (NIS Directive) requirements
  • US Critical Infrastructure Protection standards and NIST Cybersecurity Framework
  • Canadian critical infrastructure protection requirements

7.6.4 Additional Regulatory Frameworks

Company may also comply with other sector-specific requirements as agreed:

  • ISO 27001 Information Security Management certification maintenance
  • SOC 2 Type II compliance for cloud and SaaS services
  • TISAX (Trusted Information Security Assessment Exchange) for automotive clients
  • Cloud Security Alliance (CSA) requirements for cloud service management

7.6.5 Regulatory Compliance Procedures

  • Compliance Assessment: Company shall assess regulatory requirements during project initiation
  • Documentation: All regulatory compliance measures shall be documented and provided to Client
  • Training: Company personnel working on regulated engagements shall receive appropriate compliance training
  • Monitoring: Ongoing compliance monitoring and reporting as required by applicable regulations
  • Incident Reporting: Immediate notification of any potential regulatory compliance incidents
  • Third-Party Validation: Support for regulatory audits and third-party compliance assessments

7.6.6 Compliance Limitations

  • Regulatory compliance requirements must be clearly specified in the Service Agreement
  • Additional compliance costs may be charged separately as specified in the engagement terms
  • Company’s compliance obligations are limited to services directly provided and do not extend to Client’s overall regulatory compliance
  • Client remains responsible for ensuring overall regulatory compliance of their business operations

8. Warranties and Disclaimers

8.1 Our Warranties

Company hereby represents and warrants that:

  • All Services shall be performed in a professional and workmanlike manner in accordance with industry standards and best practices
  • All Deliverables shall materially conform to the specifications set forth in the applicable Service Agreement
  • Company possesses all necessary rights, licenses, and authority to provide the Services as contemplated herein
  • Company’s performance hereunder shall not infringe upon any third-party intellectual property rights

8.2 Disclaimers

  • PILOT AND BETA PRODUCTS ARE PROVIDED STRICTLY ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND
  • COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • NO GUARANTEE OF UNINTERRUPTED, ERROR-FREE, OR SECURE SERVICE AVAILABILITY
  • LIMITED WARRANTY FOR TECHNICAL OPERATIONS: For technical operations of software not actively maintained by us, we provide limited warranty covering only our operational procedures, monitoring, and proper configuration management according to documented specifications and industry best practices. We expressly disclaim all warranties regarding the underlying software functionality, security vulnerabilities, compatibility issues, or fitness for purpose of any software applications we did not develop, author, or do not actively maintain

9. Limitation of Liability

9.1 Liability Cap

  • Company’s aggregate liability for all claims, damages, losses, and causes of action arising out of or relating to any Service Agreement or the provision of Services, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by Client to Company for the specific Services giving rise to such claim during the twelve (12) month period immediately preceding the event giving rise to liability
  • For services with fees less than CHF 10,000, liability is capped at CHF 10,000
  • Multiple claims arising from the same cause are treated as a single claim

9.2 Exclusions of Liability

To the maximum extent permitted under applicable Swiss law and international legal principles, neither party shall be liable for:

  • Indirect, consequential, special, or punitive damages
  • Lost profits, revenue, or business opportunities
  • Loss of data or business interruption (except where caused by our gross negligence or willful misconduct)
  • Third-party claims or damages
  • Damages arising from force majeure events

9.3 Service Credits Instead of Damages

  • For ongoing services with Service Level Agreements (SLAs), failure to meet agreed performance indicators typically results in service credits rather than liability
  • Service credits are calculated as specified in the applicable SLA and represent the exclusive remedy for SLA breaches

9.4 “As-Is” Disclaimer

  • Pilot products and beta software are provided “AS-IS” without warranties of any kind
  • We disclaim all express, implied, statutory warranties including warranties of merchantability, fitness for a particular purpose, and non-infringement
  • No guarantee of uninterrupted or error-free operation

9.5 Exceptions to Liability Limitations

Liability limitations do not apply to:

  • Gross negligence or willful misconduct
  • Death or personal injury caused by our negligence
  • Breach of confidentiality obligations
  • Infringement of intellectual property rights
  • Criminal acts or fraud
  • Claims that cannot be excluded under mandatory Swiss law

9.6 Indemnification

  • You agree to indemnify us against claims arising from your misuse of our Services, violation of these Terms, or infringement of third-party rights
  • We will indemnify you against valid claims that our standard services infringe third-party intellectual property rights

9.7 Mitigation Obligations

Both parties have a duty to mitigate damages and must take reasonable steps to minimize any losses.

10. Term and Termination

10.1 Term

  • Consulting engagements: As specified in SOW or Offer with delivery details
  • Pilot programs: Typically 30-90 days
  • Products: Subscription or perpetual as agreed

10.2 Termination

Either party may terminate:

  • For convenience with 30 days notice
  • Immediately for material breach not cured within 15 days
  • Immediately for insolvency or cessation of business

10.3 Effect of Termination

  • Outstanding fees become immediately due
  • Minimum Contract Duration: For contracts with specified minimum duration terms, unless explicitly stated otherwise in the Service Agreement, Client owes the entire remaining contract value upon termination by either party, regardless of actual services consumed
  • Return of confidential materials
  • Reasonable transition assistance (if requested and paid)

11. General Provisions

11.1 Governing Law and Dispute Resolution

  • This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods
  • The parties shall endeavor to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiation
  • In the event that direct negotiation fails to resolve any dispute within thirty (30) days, the parties hereby agree to submit such dispute to binding mediation administered by the Zurich Chamber of Commerce in accordance with its Commercial Mediation Rules then in effect
  • Only upon the failure of mediation may any remaining dispute be submitted to the exclusive jurisdiction of the competent courts of Zurich, Switzerland, and the parties hereby irrevocably consent to such jurisdiction and venue

11.2 Entire Agreement

  • This Agreement, together with any applicable SOWs, Offers with delivery details, Service Agreements, and documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral
  • Any and all previous negotiations, representations, agreements, or commitments not expressly incorporated herein are hereby superseded and shall be of no force or effect
  • General Terms and Conditions in purchase orders or other documents do not apply unless explicitly accepted in writing

11.3 Amendments and Modifications

  • No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties
  • We may update these Terms periodically with 30 days’ notice for ongoing services
  • Continued use of services after notice constitutes acceptance of updated terms

11.4 Force Majeure

  • Neither party shall be liable for any failure or delay in performance under this Agreement which is due to circumstances beyond such party’s reasonable control
  • Force majeure events shall include, but not be limited to: acts of God, natural disasters, wars, acts of terrorism, governmental actions, cyber attacks, pandemics, epidemics, labor strikes, infrastructure failures, or any other circumstances beyond the reasonable control of the affected party
  • The party affected by force majeure shall promptly notify the other party in writing of such circumstances and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable

11.5 Assignment and Subcontracting

  • Neither party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets
  • Company may engage qualified subcontractors and third-party service providers to perform Services hereunder, provided that Company shall remain fully liable for the acts and omissions of such subcontractors as if they were Company’s own acts and omissions
  • You may not assign payment obligations without our consent

11.6 Severability

  • If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect
  • Any invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that achieves, to the extent possible, the economic, business, and other purposes of the invalid provision

11.7 Waiver

  • Failure to enforce any provision does not constitute a waiver of future enforcement
  • Waivers must be in writing and signed by the waiving party

11.8 Notices

  • All legal notices must be in writing and delivered by registered mail or email to the addresses specified in the agreement
  • Notices are deemed received when delivered or 3 business days after mailing

12. End-User Terms for User-Facing Products

12.1 Applicability

These terms apply to end-users (private individuals and business users) who access our user-facing products, applications, and services through platforms operated by our business customers.

12.2 Product Access and Use

  • Eligibility: You must be at least 18 years old to use our products. Users under 18 require parental consent
  • User Information: You must provide accurate, current information when required for product functionality
  • Access Security: You are responsible for maintaining the confidentiality of any login credentials or access methods
  • Prohibited Activities: You may not use our products for illegal activities, impersonation, or unauthorized access attempts

12.3 User Data and Privacy

  • Data Controller: Our business customer (the operator) is typically the data controller for your personal information
  • Data Processing: We process your data as a sub-processor on behalf of the operator
  • Privacy Rights: Contact the service operator for privacy-related requests or concerns. For questions about our privacy practices, see our Privacy Policy
  • Data Retention: User data is retained according to the operator’s data retention policies

12.4 Product Availability and Support

  • Service Levels: User-facing products are provided “as available” through the operator
  • Support: For product issues, contact the service operator’s support team first
  • Maintenance: Products may be temporarily unavailable for maintenance or updates

12.5 Acceptable Use for End-Users

End-users agree not to:

  • Share access credentials with unauthorized persons
  • Attempt to circumvent security measures or access controls
  • Use products to distribute malware, spam, or harmful content
  • Violate any applicable laws or regulations
  • Interfere with the proper functioning of our user-facing products

12.6 Access Termination

  • By User: You may request access termination through the operator
  • By Operator: The service operator may suspend or terminate access for violations
  • By Luzid.Tech: We may suspend access for security reasons or Terms violations
  • Data Upon Termination: User data handling follows the operator’s deletion policies

12.7 Limitation of Liability for End-Users

  • Our liability to end-users is limited to the same extent as specified in Section 9
  • We are not liable for actions or decisions made by the service operator
  • End-users should direct complaints or claims primarily to the service operator

12.8 Contact for End-Users

For technical issues with user-facing products:

  • Primary Contact: Your service operator’s support team
  • Secondary Contact: contact [at] luzid [dot] tech (for technical product issues only)
  • Privacy Questions: See our Privacy Policy or contact us at contact [at] luzid [dot] tech

13. Contact Information

Luzid.Tech GmbH
Email: contact [at] luzid [dot] tech

For service inquiries, support, or privacy questions, please contact us through the channels above.

EFFECTIVE DATE: July 1st 2025
LAST UPDATED: October 1st 2025