Allgemeine Geschäftsbedingungen

1. Parties, scope and contract structure

1.1 Parties. These General Terms of Service (the “Terms”) govern the provision of the Ogment platform and related services by Ogment, Inc., a Delaware corporation with its registered address at 1 Chestnut Hill Plaza #1024, Newark, DE 19713, USA (“Ogment”), to the firm identified in the Order Form (the “Customer”). Ogment and the Customer are each a “Party” and together the “Parties”.

1.2 Business customers only. The Services are offered exclusively to businesses and professionals for use in their professional activity. The Customer confirms that it acts in the course of its business and not as a consumer.

1.3 Contract documents. The agreement between the Parties (the “Agreement”) consists of, in descending order of precedence in case of conflict: (a) the Order Form; (b) the Data Processing Agreement (the “DPA”); (c) these Terms; (d) the Service Level Commitment (Annex A); (e) the Sub-Processor List published on request. The DPA prevails over these Terms only with respect to the processing of personal data.

1.4 Conclusion. The Agreement is concluded when both Parties sign the Order Form, or when the Customer accepts these Terms electronically in the platform and Ogment activates the account, whichever occurs first.

1.5 Customer’s own terms. The Customer’s general terms and conditions do not apply, even if Ogment does not expressly object to them.

2. Definitions

“Agent” means the software components of the platform that autonomously read data from, and where authorised write data to, Customer Systems in order to perform a Workflow.

“Agent Action” means any read, write, creation, modification, transmission or deletion performed by an Agent in a Customer System or in the platform.

“Customer Data” means all data, documents and content that the Customer, its Users or its End Clients make available to Ogment, or that the Agent retrieves from Customer Systems, including personal data of End Individuals as defined in the DPA.

“Customer Systems” means the accounting, ERP, payroll, tax, banking, e-mail, document and other third-party systems that the Customer connects to the platform (for example Bexio, Abacus, Crésus, WinBiz, Odoo, Xero, Dr. Tax, Microsoft 365, Google Workspace).

“End Client” means a client of the Customer whose books, payroll, tax or audit files the Customer handles using the Services.

“Entry” means one accounting entry (écriture) prepared by the Services for a Mandate and counted by the platform, as further specified in the Order Form.

“Feedback Data” means the signals generated when Users interact with Outputs, such as approvals, rejections, corrections, edits, ratings and rule adjustments.

“Mandate” means one End Client entity (legal entity or sole proprietorship) for which the Customer uses the Services during a Subscription Year, as further specified in the Order Form.

“Order Form” means the document signed by both Parties, or the online order accepted by the Customer, that identifies the Customer, the Workflows, the Mandates, the package of Entries, the Fees and the Initial Term.

“Output” means any result generated by the Services, including draft accounting entries, reconciliation proposals, matched documents, extracted data, working papers, draft returns, checklists, summaries and answers to questions.

“Services” means the Ogment platform, the Agents, the Workflows, the integrations to Customer Systems, and the related onboarding and support services described in the Order Form.

“Subscription Year” means each consecutive 12-month period starting on the Effective Date stated in the Order Form.

“User” means an employee or contractor of the Customer authorised by the Customer to use the Services.

“Workflow” means a defined task the Services perform, such as invoice processing, month-end close support, VAT review, tax preparation support, audit sample preparation or payroll change verification.

3. The Services and human review

3.1 What Ogment provides. Ogment provides the Customer with access to the platform and the Workflows selected in the Order Form for the Mandates listed there. Ogment performs the Workflows using Agents that read Customer Data, apply Swiss accounting, VAT, payroll and tax rules, and produce Outputs for the Customer’s review.

3.2 Nature of Outputs. Outputs are proposals prepared to professional standards to save the Customer time. They are not accounting, tax, audit or legal advice, and Ogment is not a fiduciary, auditor or tax advisor. The Customer remains the professional responsible towards its End Clients and the authorities for the correctness of the books, filings and statements it produces.

3.3 Review before posting. The Customer shall have a qualified User review each Output before it is posted as a final entry in the Customer’s or an End Client’s books, filed with any authority, sent to an End Client or a bank, or otherwise relied upon. Where the Customer configures a Workflow to post Agent Actions automatically without prior review (“Autopilot Mode”), the Customer does so at its own risk and Section 12.5 applies.

3.4 Accuracy targets. Ogment states measured accuracy rates for each Workflow in the platform and reviews them with the Customer during onboarding. These rates are informational. They describe past performance on comparable data and are not a guarantee for any individual Output.

3.5 Corrections. The Customer may correct or reject any Output in the platform. Corrections are applied to the Customer’s own Workflows and Mandates and are used for no other purpose (Section 9.4).

3.6 Changes to the Services. Ogment may improve, modify or replace features of the Services, provided the core functionality of the Workflows ordered is not materially reduced during the Subscription Year. Ogment gives at least 30 days’ notice of any change that requires the Customer to adapt its processes.

3.7 Onboarding. Onboarding includes connecting the Customer Systems, configuring the chart of accounts, VAT settings and Workflow rules for each Mandate, and a review session with the Customer’s designated lead User. Additional onboarding services are charged as stated in the Order Form.

4. Access to Customer Systems and Agent Actions

4.1 Authorisation. The Customer authorises Ogment to connect the Agents to the Customer Systems listed in the Order Form and to perform Agent Actions in them, within the scope defined for each Workflow. The Customer warrants that it is entitled to grant this access under its own agreements with the providers of the Customer Systems and with its End Clients.

4.2 Least privilege. Ogment requests only the permissions needed for the ordered Workflows. Where a Customer System offers scoped credentials (API keys, OAuth scopes, restricted users), the Customer shall provision them at the narrowest scope that allows the Workflow to run. Ogment documents the scopes it uses for each Customer System in the platform.

4.3 Credentials. Credentials are stored encrypted and are used only by the Agents. Ogment personnel do not use the Customer’s credentials to access Customer Systems manually, except during onboarding or support at the Customer’s request and with a User present or informed.

4.4 Write actions. For each Workflow the platform shows which Agent Actions are read-only and which write to a Customer System. Write actions are performed only (a) after a User has approved the Output, or (b) in Autopilot Mode where the Customer has enabled it for that Workflow and Mandate. The Customer can disable Autopilot Mode at any time.

4.5 Audit log. Ogment keeps a log of every Agent Action, recording the Mandate, the Customer System, the action performed, the data affected, the timestamp, the Output it relates to and, where applicable, the User who approved it. The log is available to the Customer in the platform for the term of the Agreement and is exported to the Customer on termination. Log entries are retained for at least 12 months and are not altered after creation.

4.6 Reversibility. Where a Customer System supports it, write actions are performed so that they can be reversed by a User (for example, entries are posted as drafts or with an identifiable reference). Ogment does not delete data in Customer Systems unless a Workflow expressly provides for it and the Customer has approved it.

4.7 Third-party terms. The Customer’s use of the Customer Systems remains subject to the terms of their providers. Ogment is not responsible for changes to, or unavailability of, third-party APIs, and may suspend an integration if the provider’s terms or technical changes require it. Ogment informs the Customer without undue delay and works with the Customer on an alternative.

4.8 Revocation. The Customer may revoke Ogment’s access to any Customer System at any time. Revocation for a Customer System required by a Workflow suspends that Workflow; Fees remain due for the current Subscription Year.

5. Customer obligations

5.1 Lawful data. The Customer warrants that it has the right to make Customer Data available to Ogment and to have it processed as described in the Agreement and the DPA, including under its engagement letters with End Clients and under the professional rules that apply to it.

5.2 End Client information. Where the Customer’s engagement letters or professional rules require it, the Customer informs its End Clients that it uses external service providers, including AI-based processing, for the delivery of its services. Ogment provides a short description of the Services that the Customer may use for this purpose.

5.3 Users. The Customer is responsible for its Users, for keeping their access credentials confidential, for enabling multi-factor authentication, and for removing access when a User leaves. The Customer informs Ogment without undue delay of any suspected unauthorised use of an account.

5.4 Acceptable use. The Customer shall not (a) use the Services for any purpose that is unlawful or that breaches its professional obligations; (b) use the Services to process data of persons or entities that are not its End Clients, its own staff or its own business contacts; (c) attempt to reverse-engineer, copy or interfere with the platform; (d) use automated means other than the platform’s own interfaces to access it; (e) resell or provide the Services to third parties, except that the Customer may give its End Clients read access to their own Mandate where the platform supports it.

5.5 Cooperation. The Customer provides the information, access, decisions and review capacity that are reasonably required for onboarding and for the Workflows to run, in particular a designated lead User and timely responses to Agent questions in the platform.

5.6 Accuracy of source data. Ogment relies on the Customer Data and the Customer Systems as they are. The Customer is responsible for the completeness and correctness of the source data, the chart of accounts and the configuration it approves during onboarding.

6. Fees and payment

6.1 Fee model. Fees consist of a monthly package fee that includes a fixed number of Entries per Subscription Year, plus a fee for each additional Entry above that number. The package size, the package fee, the fee per additional Entry, any minimum number of Entries per Mandate and all other pricing conditions applicable to the Customer are stated in the Order Form. The package is sized with the Customer from its accounting export before the start of each Subscription Year. There is no platform, set-up or per-User fee.

6.2 Invoicing. The package fee is invoiced in advance at the frequency stated in the Order Form. Fees for additional Entries are invoiced quarterly in arrears based on platform records. Invoices are payable within 30 days of the invoice date, in Swiss francs, by bank transfer.

6.3 Late payment. Overdue amounts bear default interest at 1.5% per month. If an invoice remains unpaid 15 days after a written reminder, Ogment may suspend the Services until payment is received. Suspension does not relieve the Customer of its payment obligations.

6.4 Price changes. Ogment may change its prices with effect from the next Subscription Year by giving at least 60 days’ written notice before the renewal date. If the change increases the Customer’s Fees for its existing package by more than 5% year on year, the Customer may terminate the Agreement with effect at the end of the current Subscription Year.

6.5 Taxes. All Fees are exclusive of VAT and any other applicable taxes. Where Swiss VAT applies to services supplied by Ogment from abroad, the Customer accounts for it under the reverse-charge mechanism (Art. 45 VAT Act), unless Ogment is registered for Swiss VAT and charges it on the invoice.

7. Term, termination and data return

7.1 Term. The Agreement starts on the Effective Date and runs for the Initial Term stated in the Order Form (by default one Subscription Year). It renews automatically for successive Subscription Years unless either Party gives written notice of non-renewal at least 60 days before the end of the current Subscription Year.

7.2 Termination for cause. Either Party may terminate the Agreement with immediate effect if the other Party (a) materially breaches the Agreement and fails to cure the breach within 30 days of written notice; (b) becomes insolvent, enters bankruptcy or composition proceedings, or ceases business; or (c) in the case of the Customer, uses the Services in breach of Section 5.4 in a way that exposes Ogment or third parties to legal risk.

7.3 Termination for data protection reasons. The Customer may terminate the affected Services as provided in the DPA if it objects to a new sub-processor and the objection cannot be resolved.

7.4 Effect of termination. On termination, the Customer’s access to the platform ends, Ogment revokes its access to all Customer Systems, and all Fees for the current Subscription Year become due unless the termination was for Ogment’s breach, in which case Ogment refunds prepaid Fees for the unused part of the Subscription Year.

7.5 Data export. For 30 days after termination, the Customer may export its Customer Data, Outputs and the audit log from the platform in a standard machine-readable format (CSV, JSON, PDF). On request during this period Ogment provides reasonable assistance with the export at its then-current hourly rate.

7.6 Deletion. After the 30-day export period, Ogment deletes all Customer Data from its production systems within 30 days and from backups within a further 90 days, subject to legal retention obligations and to the DPA. Ogment may confirm deletion in writing at the Customer’s request.

7.7 Survival. Sections 8 (Confidentiality), 11 (Intellectual property), 12 (Liability), 13 (General provisions) and any payment obligation accrued before termination survive termination.

8. Confidentiality and professional secrecy

8.1 Confidential Information. Each Party keeps confidential all non-public information received from the other Party in connection with the Agreement, including Customer Data, Outputs, End Client information, pricing and the platform’s technical details. Confidential Information is used only to perform the Agreement and is disclosed only to employees, contractors and sub-processors who need it and are bound by equivalent obligations.

8.2 Professional secrecy. Ogment acknowledges that the Customer may be bound by statutory or professional secrecy obligations, including Art. 321 of the Swiss Criminal Code where applicable, the confidentiality rules of its professional bodies (for example EXPERTsuisse, TREUHAND|SUISSE, Fiduciaire|Suisse) and contractual confidentiality towards End Clients and their banks. Ogment acts as the Customer’s auxiliary (Hilfsperson) under these obligations and shall (a) treat all End Client information as secret, (b) instruct its personnel and sub-processors accordingly, and (c) not disclose End Client information to anyone other than the Customer, except where required by law and after informing the Customer where legally permitted.

8.3 Requests from authorities. If Ogment receives a request from any court or authority, in any jurisdiction, for access to Customer Data, Ogment shall (a) inform the Customer without undue delay unless legally prohibited, (b) challenge the request where it has reasonable grounds to do so, (c) disclose only the minimum required, and (d) document the request. Ogment confirms that as of the Effective Date it has never received such a request concerning Customer Data.

8.4 Exceptions. The obligations in this Section do not apply to information that is public without breach of the Agreement, was lawfully known to the receiving Party before disclosure, or was independently developed without use of the Confidential Information.

8.5 Duration. The confidentiality obligations continue for five years after termination of the Agreement; for End Client information and personal data they continue indefinitely.

9. Data protection and AI processing

9.1 Roles. For personal data contained in Customer Data (End Individual Data), the Customer is the controller and Ogment is the processor. The DPA governs this processing. For personal data of Users and of the Customer’s own contacts that Ogment processes to manage the account, invoice and communicate with the Customer, Ogment is a controller and the Ogment Privacy Policy applies.

9.2 Location of processing. Ogment stores Customer Data, including backups, exclusively in Switzerland. Processing steps such as application hosting, AI processing and monitoring take place in Switzerland or in the European Union/EEA, as detailed in the DPA and the Sub-Processor List. Ogment personnel access Customer Data only from Switzerland or the EU/EEA. Customer Data is not transferred to, stored in or accessed from the United States, notwithstanding Ogment’s place of incorporation.

9.3 AI providers. The Workflows use large language models operated by third-party providers listed in the Sub-Processor List. Ogment uses every such provider, without exception, only through endpoints located in the EU and under a strict zero data retention regime: the provider is contractually prohibited from retaining inputs and outputs beyond the duration of the request, from using them to train or improve its services, and from having them reviewed by its staff, except where required by law.

9.4 No training on Customer Data. (a) Ogment does not use Customer Data, Outputs, Feedback Data or End Client information to train, fine-tune, evaluate or improve any AI system, whether Ogment’s own or a third party’s, and does not permit any sub-processor to do so. (b) Ogment uses Feedback Data solely to configure and improve the Customer’s own Workflows and Mandates. (c) Ogment may use aggregated and anonymised usage statistics, such as the number of Outputs processed, approval and correction rates and error categories, which contain no Customer Data, Feedback Data content or End Client information, to operate, secure and improve the Services. (d) Any other use of Customer Data or Feedback Data, including to improve Ogment’s system for the benefit of other customers, requires a separate written agreement with the Customer that defines the data concerned, the purpose and the safeguards. Nothing in these Terms obliges the Customer to enter into such an agreement.

9.5 Sub-processors. Ogment maintains the Sub-Processor List that can be requested, including for each sub-processor its function, its processing location and the transfer safeguard relied on. The procedure for adding or replacing sub-processors is set out in the DPA.

9.6 Transparency towards End Clients. On request, Ogment provides the Customer with a plain-language description of the Services, the model providers and the processing locations that the Customer may share with its End Clients or include in its engagement letters.

9.7 Access by Ogment personnel. Ogment personnel do not access Customer Data except (a) to provide, support or secure the Services, at the Customer’s request or where required to resolve an incident, or (b) where required by law. Such access is limited to personnel bound by confidentiality, restricted to what is necessary, and logged.

9.8 Deletion on request. The Customer may delete Customer Data for any Mandate or Workflow in the platform at any time during the term. Ogment deletes such data from its production systems within 30 days and from backups within a further 90 days, subject to legal retention obligations and to the DPA.

10. Security, availability and support

10.1 Security programme. Ogment maintains an information security programme that is independently audited under SOC 2 Type II (Security). Ogment provides its current SOC 2 Type II report to the Customer on request under confidentiality. The technical and organisational measures are described in Annex 2 of the DPA.

10.2 Minimum measures. Without limiting Annex 2 of the DPA, Ogment (a) encrypts Customer Data in transit and at rest, (b) enforces role-based access and multi-factor authentication for all personnel access, (c) performs annual penetration testing by an independent firm and quarterly vulnerability scanning, (d) maintains and tests an incident response plan at least annually, and (e) keeps daily backups within the same jurisdiction as production.

10.3 Availability. Ogment targets a monthly availability of the platform of 99.5%, excluding scheduled maintenance announced at least 48 hours in advance and performed outside Swiss business hours where possible. Service credits and their calculation are set out in Annex A (Service Level Commitment).

10.4 Support. Ogment provides support to Users in French, German and English by e-mail and in-platform chat during Swiss business days from 09:00 to 17:00 CET. Response targets are set out in Annex A. Support does not include accounting or tax advice.

10.5 Security incidents. Ogment notifies the Customer of any security incident affecting Customer Data as set out in the DPA (within 24 hours of becoming aware of it) and of any other incident materially affecting the Services without undue delay.

10.6 Business continuity. Ogment maintains a business continuity and disaster recovery plan with a recovery point objective of 24 hours and a recovery time objective of 24 hours for the platform.

10.7 Customer security review. Once per Subscription Year, or after a security incident, the Customer may submit a reasonable security questionnaire, and Ogment answers it within 20 business days. Further audit rights are set out in the DPA.

11. Intellectual property

11.1 Platform. Ogment and its licensors own all rights in the platform, the Agents, the Workflow logic, the software, documentation and any improvements, including improvements derived from the aggregated and anonymised usage statistics described in Section 9.4. The Customer receives a non-exclusive, non-transferable right to use the Services during the term for its internal business purposes and for the benefit of its End Clients.

11.2 Customer Data. The Customer and its End Clients retain all rights in Customer Data. The Customer grants Ogment a licence to host, process, copy and transmit Customer Data solely to provide the Services and as permitted by the DPA, and to use Feedback Data as set out in Section 9.4. No other licence to Customer Data is granted.

11.3 Outputs. Outputs belong to the Customer once generated. Ogment does not claim any rights in Outputs and does not reuse a Customer’s Outputs for other customers. The Customer acknowledges that similar Outputs may be generated for other customers from their own data.

11.4 Feedback. Suggestions and feedback the Customer gives about the Services may be used by Ogment without restriction or compensation, provided they contain no Customer Data or End Client information.

11.5 Reference. Ogment may name the Customer as a customer in its marketing materials only with the Customer’s prior written consent, which may be withdrawn at any time.

12. Warranties and liability

12.1 Ogment’s warranties. Ogment warrants that (a) the Services will perform materially as described in the Order Form and the platform documentation, (b) it will perform the Services with the care of a diligent professional service provider, (c) it holds the rights necessary to grant the licence in Section 11.1, and (d) it will comply with the DPA.

12.2 Remedy. If the Services do not conform to Section 12.1(a), the Customer notifies Ogment in writing with reasonable detail. Ogment corrects the non-conformity within a reasonable time. If Ogment fails to do so within 30 days for a material non-conformity, the Customer may terminate the affected Workflow and receive a pro rata refund of prepaid Fees for it. Service credits under Annex A are the exclusive remedy for availability shortfalls.

12.3 No other warranties. Except as stated in this Section, the Services are provided without further warranties. In particular, Ogment does not warrant that Outputs are free of errors, that the Services will meet every requirement of the Customer, or that third-party Customer Systems will remain available or unchanged.

12.4 Liability cap. Each Party’s total liability arising out of or in connection with the Agreement in any Subscription Year, whether in contract, tort or otherwise, is limited to the Fees paid or payable by the Customer for that Subscription Year. Neither Party is liable for indirect or consequential damages, loss of profit, loss of business or reputational harm.

12.5 Reliance on Outputs. Ogment is not liable for loss resulting from an Output that was posted, filed, sent or relied upon without the review required by Section 3.3, or that was posted in Autopilot Mode, except where the loss was caused by Ogment’s gross negligence or wilful misconduct.

12.6 Exclusions from the cap. The limitations in Sections 12.4 and 12.5 do not apply to liability for (a) wilful misconduct or gross negligence (Art. 100 CO), (b) death or personal injury, (c) a Party’s breach of Section 8 (Confidentiality) or of the DPA, for which the cap is instead two times the Fees for the Subscription Year, or (d) any liability that cannot be limited under mandatory Swiss law.

12.7 Auxiliaries. Ogment remains liable for its sub-processors and auxiliaries within the limits of this Section (Art. 101 CO).

12.8 Indemnity by Ogment. Ogment defends the Customer against third-party claims that the platform, as provided by Ogment, infringes a Swiss or European intellectual property right, and pays damages finally awarded, provided the Customer notifies Ogment promptly and lets Ogment control the defence. Ogment may modify or replace the affected component or, if neither is possible, terminate the affected Service with a pro rata refund.

12.9 Indemnity by Customer. The Customer defends Ogment against third-party claims, including claims by End Clients or authorities, arising from the Customer’s breach of Section 5.1, 5.4 or 8, or from the Customer’s professional services to its End Clients, except to the extent caused by Ogment’s breach of the Agreement.

12.10 Insurance. Ogment maintains professional liability and cyber insurance with limits of at least USD 1,000,000 and provides a certificate on request.

13. General provisions

13.1 Changes to these Terms. Ogment may amend these Terms with effect from the next Subscription Year by giving at least 60 days’ written notice. If an amendment materially reduces the Customer’s rights, the Customer may object in writing before the amendment takes effect, in which case the current Terms continue to apply until the end of the Subscription Year and the Agreement then ends unless the Parties agree otherwise. Amendments required by law or that only benefit the Customer may take effect earlier.

13.2 Notices. Notices under the Agreement are given in writing by e-mail to the addresses stated in the Order Form (for Ogment: legal@ogment.ai), with a copy by registered post for termination notices. Notices are deemed received on the next business day after sending.

13.3 Assignment. Neither Party may assign the Agreement without the other’s written consent, except that Ogment may assign it to an affiliate, including a Swiss affiliate, or to a successor in a merger or sale of its business, on written notice to the Customer, provided the assignee assumes all obligations and the processing locations in Section 9.2 are maintained.

13.4 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party Customer Systems or public networks, provided it notifies the other Party and uses reasonable efforts to resume performance. Payment obligations are not excused.

13.5 Entire agreement, severability. The Agreement is the entire agreement between the Parties on its subject matter and replaces all prior discussions. If a provision is invalid, the remainder stays in force and the invalid provision is replaced by a valid one that comes closest to its economic purpose.

13.6 Language. These Terms are available in German, French and English. The English version prevails in case of discrepancy.

13.7 Governing law. The Agreement is governed by the substantive laws of Switzerland, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

13.8 Jurisdiction. The courts of Lausanne, Switzerland, have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. Ogment may also bring proceedings at the Customer’s registered seat. Before starting proceedings, the Parties attempt in good faith to resolve the dispute through a meeting of their management within 30 days of a written request.

13.9 Contact. For any question about these Terms or the Agreement, the Customer may contact Ogment at legal@ogment.ai.

Annex A - Service Level Commitment - on request

Annex B - Order Form template - on request