Terms and conditions

Last updated: 10/02/2026

These Terms of Service (“Terms”) govern access to and use of the Aphy platform and related services (the “Platform” or “Services”) provided by Aphy AG (“Supplier”, “Aphy”, “we”, “us”). The customer entity identified in an Order Form (“Client”, “Customer”, “you”) agrees to these Terms.

1) Definitions

• “Affiliate” means an entity controlling, controlled by, or under common control with a party.
  
• “Authorized Users” means Customer’s employees and contractors authorized to use the Services under Customer’s account.
  
• “Beta Features” means preview, alpha, beta, early access, trial, experimental or similarly designated features.
  
• “Business Day” means Monday–Friday, 09:00–17:00 GMT+1, excluding Swiss public holidays in the canton of Schwyz.
  
• “Customer Data” means data submitted to the Services by or on behalf of Customer (including data from Customer systems and end users).
  
• “Documentation” means user guides and technical documentation we make available.
  
• “Downtime” means minutes during which the production Platform is unavailable due to Supplier’s systems, as reasonably determined by Supplier’s monitoring, excluding Excluded Downtime.
  
• “Excluded Downtime” has the meaning in Section 9.5(d).
  
• “Order Form” means a document (including an online order) that specifies subscription scope, fees, term, and any special terms and is accepted by both parties.
  
• “Service Credits” means credits calculated under Section 9.6.
  
• “Subscription” means the time-limited right to access and use the Services during the subscription term stated in an Order Form, subject to payment and compliance.
  
• “Usage Data” means aggregated and/or de-identified technical and usage data generated by the Platform (e.g., telemetry, logs, performance metrics) that does not identify individuals.
  
• “Uptime Commitment” means 99.5% monthly uptime, as defined in Section 9.5.
  

2) Order of Precedence

If there is a conflict, the following order applies: (1) Order Form, (2) these Terms, (3) Documentation (for operational guidance only). The Order Form prevails only for items it explicitly covers.

3) Account, Authorized Users, and Responsibilities

Customer is responsible for:

• all activity under its account, including by Authorized Users,
  
• maintaining accurate account information,
  
• safeguarding credentials and access keys, and
  
• ensuring Authorized Users comply with these Terms.
  

4) Right to Use

During an active and paid Subscription, Supplier grants Customer a non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business purposes, for the scope set out in the Order Form.

5) Restrictions

Customer must not (and must not allow others to):

• resell, sublicense, or make the Services available to third parties (except Authorized Users),
  
• reverse engineer, decompile, or attempt to derive source code or underlying ideas (except where prohibited by law),
  
• use the Services to build competing products or services,
  
• interfere with or disrupt the Services, or bypass security controls,
  
• upload unlawful content or use the Services in violation of applicable law.
  

6) Customer Data

6.1 Customer Data ownership

Customer retains all rights in Customer Data. Customer grants Supplier and its subprocessors the right to process Customer Data to provide, secure, maintain, and improve the Services, and to provide support, in accordance with these Terms and any DPA (if applicable).

6.2 Data accuracy and legality

Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining any necessary consents and notices required for Supplier to process Customer Data.

6.3 Usage Data

Supplier may collect and use Usage Data to operate, improve, and secure the Services.

7) Data Protection and DPA

If Supplier processes personal data on behalf of Customer, the parties agree to Supplier’s Data Processing Agreement (“DPA”), which is incorporated by reference and forms part of the agreement. If there is a conflict relating to data protection, the DPA prevails.

8) Security

Supplier implements reasonable technical and organizational measures designed to protect Customer Data and the Services. Customer remains responsible for secure configuration of its account and user access (including enabling MFA where available).

9) Support, Service Desk and Service Levels (SLA)

9.1 Service Desk (Help Desk)

(a) Service desk facilities are available to Client 24/7 for any Critical Failure Response Category.

(b) For any other issues or questions, help desk facilities are available during office hours GMT +1: Monday to Friday 9:00 through 17:00, excluding Swiss public holidays in the canton of Schwyz.

(c) Service failures or questions shall be submitted to Supplier by means of:

• Phone: manned during GMT+1 office hours and exclusively used for potential Critical Failures. Client will be informed of the appropriate phone number.
  
• E-mail: on a best effort basis.
  

9.2 Incident Categories

Supplier will categorize incidents reasonably and in good faith:

• Critical Failure (P1): the Platform is unavailable or the core service is materially non-functional for all or substantially all users, or a severe security incident requires immediate action.
  
• High (P2): material impairment of core functionality affecting a significant subset of users, with no reasonable workaround.
  
• Normal (P3): non-critical issue, degraded performance, or functional issue with a workaround.
  
• Low (P4): questions, minor defects, documentation issues, feature requests.
  

9.3 Response Targets

Supplier will use commercially reasonable efforts to meet the following initial response targets:

• P1 (Critical Failure): acknowledgement within 1 hour (24/7)
  
• P2 (High): acknowledgement within 1 Business Day
  
• P3 (Normal): acknowledgement within 2 Business Days
  
• P4 (Low): acknowledgement within 5 Business Days
  

9.4 Beta Features Excluded

Beta Features are excluded from this SLA, including uptime commitments, service credits, and any availability guarantees. Beta Features are provided “as is” and may be changed or discontinued at any time.

9.5 Uptime Commitment

(a) Service Uptime. Supplier will use commercially reasonable efforts to make the production Platform available with 99.5% monthly uptime (the “Uptime Commitment”).

(b) Measurement. Uptime is calculated monthly as:

(Total minutes in the month – Downtime) / Total minutes in the month × 100

(c) Downtime. “Downtime” means the Platform is unavailable due to Supplier’s systems, as reasonably determined by Supplier’s monitoring.

(d) Excluded Downtime. Downtime does not include unavailability caused by:

• scheduled maintenance (with reasonable notice where practicable),
  
• emergency maintenance,
  
• Customer’s systems, networks, configuration, credentials, or misuse,
  
• third-party services, integrations, telecommunications, or platform dependencies outside Supplier’s reasonable control,
  
• force majeure events.
  

9.6 Service Credits (Sole Remedy for SLA Failure)

If Supplier fails to meet the Uptime Commitment in a calendar month, Customer is entitled to a Service Credit applied to the next invoice as follows:

• Uptime < 99.5% and ≥ 99.0%: 1% credit of the monthly subscription fee for the affected month
  
• Uptime < 99.0% and ≥ 98.0%: 2% credit
  
• Uptime < 98.0%: 5% credit
  

Service Credits are Customer’s sole and exclusive remedy for failure to meet the Uptime Commitment.

To claim a Service Credit, Customer must submit a request to support within 30 days after the end of the month in which the SLA failure occurred. Credits are not available if Customer is in arrears.

9.7 Planned Maintenance

Supplier may schedule maintenance windows and will use reasonable efforts to provide advance notice via the Platform or email. Planned maintenance may cause temporary unavailability and is excluded from Downtime.

10) Fees, Invoicing, Taxes, and Payment

• Fees, billing frequency, currency, and payment terms are set out in the Order Form.
  
• Unless otherwise stated in an Order Form, invoices are due 14 days from invoice date.
  
• Fees are exclusive of taxes (VAT/sales taxes), which Customer is responsible for unless Supplier is legally required to collect them.
  
• Late payments may result in suspension of Services.
  

11) Suspension

Supplier may suspend access to the Services (in whole or part) if:

• Customer is overdue on payment,
  
• Customer’s use poses a security risk, violates these Terms, or is unlawful,
  
• required by law or a regulator, or
  
• necessary to prevent material harm to the Services or other customers.
  

Where practicable, Supplier will provide notice and an opportunity to cure before suspension. Supplier may suspend immediately where necessary to address security or legal risk.

12) Term and Termination

• These Terms apply for the Subscription term in the applicable Order Form.
  
• Either party may terminate for material breach not cured within 30 days after written notice (or shorter if required to address security or legal risk).
  
• On termination or expiry, Customer’s right to access and use the Services ends.
  

13) Data Return and Deletion

Upon termination or expiry, Supplier will make Customer Data available for export for 30 days (where technically available). After that, Supplier may delete Customer Data in accordance with its retention policies and the DPA (if applicable), subject to legal retention obligations.

14) Confidentiality

Each party may receive Confidential Information of the other. Each party will:

• use it only to perform under the agreement, and
  
• protect it using reasonable care (no less than the care used for its own similar information).
  

Confidentiality obligations survive termination for 3 years (trade secrets survive as long as protected by law).

15) Warranties and Disclaimers

Supplier will provide the Services with reasonable care and skill. Except as expressly stated, the Services and Documentation are provided “as is”, and Supplier disclaims all implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement.

16) Intellectual Property

16.1 Supplier technology

As between the parties, Supplier retains all rights, title and interest in and to the Services and Platform, including all underlying technology, software, workflows, configurations, templates, Documentation, improvements, updates, and derivative works, whether created before or during the Subscription.

No rights are granted to Customer except as expressly stated in these Terms.

16.2 Customer Data

Customer retains all rights in Customer Data. Customer grants Supplier the limited rights set out in Section 6 to process Customer Data to provide the Services.

16.3 Feedback

If Customer provides suggestions or feedback, Supplier may use it without restriction or obligation.

17) Limitation of Liability

17.1 Exclusion of indirect damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business, or anticipated savings.

17.2 Liability cap

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to the Services and these Terms shall not exceed the fees paid (or payable) by Customer for the Services in the three (3) months immediately preceding the event giving rise to the claim.

17.3 Carve-outs

The limitations in this Section 17 do not apply to:

• fraud or wilful misconduct, or
  
• liability that cannot be limited by applicable law.
  

18) Assignment

Neither party may assign the agreement without the other party’s written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.

19) Governing Law and Jurisdiction

These Terms and any dispute arising out of them are governed by Swiss law, and the courts of Schwyz, Switzerland, have exclusive jurisdiction.

20) Contact

Legal notices: simplify@aphy.com

Support: support@aphy.com

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Privacy Policy and DPA

These Terms incorporate the Privacy Policy and, where applicable, the DPA.

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