General Terms and Conditions
1. Scope and subject matter of the contract
1.1.
ARGUS DATA INSIGHTS Schweiz AG, Rüdigerstrasse 15, 8045 Zurich/Switzerland (hereinafter referred to as “Provider,” “ARGUS” or “we”) provides an integrated software-as-a-service solution (hereinafter referred to as “Platform” or “ARGUSintelligence”) via the ARGUSintelligence Platform, which offers companies access to comprehensive, AI-supported media monitoring, interactive communication functions, and data analysis and mailing services.
1.2.
These General Terms and Conditions and our Privacy Policy (hereinafter referred to as “Privacy Policy”) apply to the contractual relationship between ARGUS and its customers (hereinafter referred to individually as “Customer” or collectively as “Customers”) regarding the use of the Platform and related (service) offerings provided by ARGUS. The General Terms and Conditions and our Privacy Policy also apply to all future business relationships, even if they are not expressly agreed again. The inclusion of a Customer’s general terms and conditions that conflict with these General Terms and Conditions is hereby rejected. The Customer and ARGUS are hereinafter also referred to as “Parties” or “Contracting Parties”.
1.3.
The ARGUSintelligence Platform acts as a central interactive user interface for customer communication and combines all relevant functions of media monitoring, content processing, data-based analysis and target group addressing in a uniform web-based solution.
1.4.
Use of the Platform is offered exclusively to entrepreneurs, i.e. natural or legal persons who, when concluding the contract, are exercising their commercial or independent, long-term business activity. The Provider reserves the right to request suitable proof of the Customer’s business status (e.g. extract from the commercial register, VAT ID) before concluding the contract.
1.5.
You can access, save and print the currently valid General Terms and Conditions on the website [https://www.argusdatainsights.ch/de/agb].
2. Conclusion of contract
2.1.
The presentation of the Platform on the internet, via sales platforms or in other media does not constitute a binding offer by ARGUS. This merely provides the opportunity to submit a binding offer to conclude a contract for the use of the Platform. We are not obliged to accept such an offer. We reserve the right to change the content of the Platform presentation, such as descriptions and images, at any time and without prior notice. Illustrations, images, documentation, advertising and other information relating to our services are for information purposes only and are not binding on us.
2.2.
A contract is only concluded when we expressly declare our acceptance of your offer, but no later than when the first service is provided.
3. Services
3.1.
Customers are permitted to use the Platform, which is stored and executed on the servers of ARGUS or Microsoft Azure (Switzerland North), via an internet connection for their own purposes during the term of the contract and to the extent agreed in each case. The Platform provides digital support for information processing, communication and analysis processes in the areas of media monitoring, content distribution and target group interaction.
3.2.
The Platform essentially comprises functionalities for the collection, processing, analysis, distribution and interactive use of media-related content. This includes, in particular, the ability to perform automated searches, generate summarised content, provide statistical analyses, and communicate with target groups in a structured manner. The exact range of functions varies depending on the selected service or tariff model.
3.3.
Within the ARGUSintelligence Platform, automated processes using artificial intelligence (AI) are used to provide technical support for individual functions. This applies in particular to functions for analysing, classifying, translating and summarising content. Third-party technologies such as the DeepL API or Azure OpenAI are integrated for these functions. The content generated in this process is based on statistical and model-based methods that are executed without editorial or human post-processing. The Platform provides the AI-generated content exclusively as technical support within the scope of the functionalities provided. No specific substantive or legal significance is attributed to the generated content. Insofar as content is provided by third parties within the framework of the Platform, the corresponding terms of use of the rights holders apply additionally and bindingly. The Customer is obliged to comply with these requirements and, in particular, to note that any processing or use of the content by AI may only take place to the extent permitted. The Customer shall bear sole responsibility for any violations of the terms of use of third parties.
3.4.
To use the Platform, the Customer will receive access to the ARGUSintelligence Platform via a registration link and be able to create an individual user account. To do this, the Customer must provide ARGUS with the registration information requested by ARGUS.
3.5.
The Customer will be given the opportunity to set up access to the Platform as a user for their own employees, vicarious agents or other authorised third parties to the agreed extent. Users may use the Platform’s functionalities on behalf of and under the supervision of the Customer. The Customer is obliged to ensure that users use the Platform in accordance with these General Terms and Conditions and the additional SaaS terms of use and comply with the Customer’s obligations. Actions taken by users are considered actions taken by the Customer in relation to ARGUS.
3.6.
ARGUS endeavours to ensure the smooth operation of the Platform. This is by its very nature limited to services over which ARGUS has control. ARGUS advises Customers that restrictions or impairments in the use of the Platform may occur that are beyond ARGUS’s control. These include, in particular, but are not limited to, actions by third parties not acting on behalf of ARGUS, technical failures beyond ARGUS’s control or responsibility, and force majeure.
3.7.
ARGUS reserves the right to restrict access to the Platform, either in whole or in part, temporarily or permanently, due to maintenance work, capacity issues and other events beyond its control and for which ARGUS is not responsible.
3.8.
The Customer has no right to demand disclosure of the source code of the website and Platform or the underlying software.
4. Monitoring module
4.1.
ARGUS provides media monitoring services as part of its Monitoring module. These include the automated and manual collection, evaluation and structured provision of media-related content on predefined topics or search terms. The data is collected from various sources, in particular print media, online portals, TV, radio and publicly accessible content from social networks. The research is carried out partly automatically, using AI-supported processes, and partly through manual evaluation and editorial review by professionally trained staff. Automated processing may be subject to content-related and technical restrictions. ARGUS is expressly not obliged to use specific technologies or procedures.
4.2.
The basis for the provision of services is the media program provided by ARGUS, the specific scope of which is set out in more detail in the service description. ARGUS is entitled to unilaterally change the media program and associated metadata (including categorisations, source designations and assignments) for factual or legal reasons, provided that this does not significantly impair the contractual service. The Customer shall only be entitled to request the monitoring of specific sources or specific content if this has been expressly agreed in writing.
4.3.
The selection, filtering and structuring of content shall be based on the search criteria agreed with the Customer. The interpretation and evaluation of the content, as well as any legal or factual conclusions to be drawn from it, are the sole responsibility of the Customer. ARGUS does not carry out any legal review or assessment of the content delivered and is not obliged to do so.
4.4.
ARGUS provides the corresponding source reference in the monitored media for each piece of information delivered. Complete content (e.g. full texts, articles or excerpts) is provided exclusively to the extent that the corresponding copyright usage rights or contractual licences have been obtained. If this is not the case, the service is limited to providing source references (e.g. hyperlinks, bibliographic information or quotations within the permissible scope).
4.5.
ARGUS is not responsible for any specific results, in particular for ensuring that the content provided is complete, up to date or free of errors. This applies in particular to restrictions due to technical limitations, algorithmic inaccuracies, editorial selection decisions or human error within the scope of manual activities. Similarly, ARGUS does not guarantee the permanent availability of linked online content at the time of retrieval by the Customer.
5. Sendings module
5.1.
The Sendings module enables Customers to create, plan and send communication content, in particular media reviews, newsletters and press releases. For this purpose, ARGUS provides a browser-based user interface with a layout editor and functions for mailing planning, user and rights management, recipient management and access control. Content can be sent via various channels, in particular by email or via connected applications such as ARGUSspot.
5.2.
The Customer is solely responsible for the content, legal admissibility and actual execution of the mailing. This includes in particular:
- compliance with competition law requirements,
- observance of press and media law regulations,
- and the data protection-compliant processing of personal data within the framework of recipient management in accordance with the applicable data protection laws, in particular the Federal Act on Data Protection (FADP, SR 235.1).
5.3.
The Customer guarantees that all necessary legal permissions (consent) for all recipients have been duly obtained and can be verified.
5.4.
If automated text suggestions, summaries or editorial suggestions are generated within the scope of the module (e.g. using AI-supported processes), these are derived from model-based, algorithmic processes without human review. They do not constitute an editorial or legal assessment and, in particular, do not replace a legal review by the Customer.
5.5.
ARGUS does not guarantee any specific success rate or reach when sending or delivering the content. Technical restrictions on the part of third parties (e.g. email providers, spam filters) and changes to the connected systems or channels may affect delivery and are beyond ARGUS’s control.
6. Analytics module
6.1.
The Analytics module enables Customers to analyse, evaluate and visualise data generated on the Platform. This includes interactive dashboards, tonality analyses, time series analyses and comparative evaluations. The scope and depth of the available analysis functions depend on the service package booked in each case.
6.2.
The underlying data usually comes from the Monitoring module and is primarily processed using automated procedures, including AI-supported methods. The use of such technologies may entail limitations inherent in the system and deviations in accuracy and completeness. In individual cases, manual coding may also be carried out on the basis of code books agreed individually with the Customer. This is carried out by trained employees on the basis of predefined categories and constitutes a separate service that must be agreed and remunerated separately.
6.3.
The Platform provides the Customer with prepared analysis results, metrics and visualisations, for example for monitoring the success of communication measures. The evaluation, interpretation and further use of the content of these analysis results is the sole responsibility of the Customer. ARGUS does not check the results for factual or legal usability and is not obliged to do so.
6.4.
ARGUS is entitled to unilaterally adjust the metrics, visualisations, evaluation models or analysis parameters provided for factual, technical or legal reasons, provided that this does not significantly impair the fulfilment of the service owed under the contract.
7. Engagement module
7.1.
The Engagement module is used for the structured management of contacts, particularly those from the media, press and other external stakeholders of the Customer. It enables the storage, maintenance and categorisation of relevant contact data as well as the documentation of communication histories, such as emails, telephone calls or appointments. Additionally, press releases can be linked to related media reports from the Monitoring module.
7.2.
ARGUS provides the Customer with the technical infrastructure exclusively as part of the Engagement module. The Customer is solely responsible for the content organisation, maintenance and use of the data. ARGUS does not check the content or legally evaluate the information processed by the Customer and is not obliged to do so. The Customer alone is responsible for compliance with data protection regulations.
8. Obligations of the Customer
8.1.
The Customer warrants that the information provided during registration and in their customer account is true, accurate and complete. In particular, no data from third parties may be entered. The use of fictitious names or pseudonyms is not permitted. Multiple registrations are not permitted.
8.2.
The Customer undertakes to treat their access data confidentially. In particular, the Customer is not entitled to pass on access data to third parties or to enable third parties to access their customer account in any other way. The Customer undertakes to handle their access data with care and to prevent misuse of the access data by third parties. If the Customer has any indications of misuse of their customer account by third parties, they must inform ARGUS immediately.
The Customer must refrain from any activity that could impair and/or place excessive strain on the operation of the Platform, the services offered and/or the underlying technical infrastructure. This includes, but is not limited to:
- the use of software, scripts or databases in connection with the use of the Platform;
- the automatic reading, blocking, overwriting, modifying or copying of data, unless this is necessary for the intended use of the Platform.
8.3.
The Customer is responsible for all actions carried out by themselves or by third parties authorised by them – including their employees, managing directors, consultants, vicarious agents or other authorised representatives – in connection with the use of the Platform. They must ensure that the Platform is used exclusively for the purposes specified in the contract and in accordance with all applicable legal provisions, official requirements and third-party rights.
9. Responsibility for content
9.1.
ARGUS shall provide the Customer with automatically processed content, information and analyses via the ARGUSintelligence Platform, which are based on publicly available sources or content provided by third parties. Unless expressly marked as proprietary, the content available via the Platform is third-party information. In this respect, the Provider merely facilitates technical access to this content. The Provider is not responsible for the legality, accuracy, completeness or timeliness of content provided by third parties. Responsibility for the selection, evaluation and use of this content lies solely with the Customer.
9.2.
If the Customer provides, processes, transmits or distributes their own content – for example, posts, messages, comments or communication content – via the Platform, the Customer alone is responsible for legal admissibility of this content. The Customer is prohibited from distributing content on or via the Platform that:
- violates legal regulations, in particular Articles 261bis, 135 and 197 of the Swiss Criminal Code (StGB, SR 311.0), violates regulations on the protection of minors, the Federal Act against Unfair Competition (UWG, SR 241) or data protection law,
- is criminal in nature or incites or contributes to criminal activity,
- glorifies violence, is extremist, incites hatred, is discriminatory, racist, sexist, pornographic, harmful to minors, offensive, vulgar, indecent or in any other way likely to violate human dignity or endanger public order and safety,
- slanders, debases, threatens, or persecutes or defames or otherwise attacks another person or group (e.g. on the basis of race, ethnic origin, gender, religion, ideology, sexual orientation, disability or illness),
- contains untrue factual claims or statements that are damaging to the business,
- infringes the rights of third parties – in particular copyrights, trademark rights, patent rights, utility model rights or design rights, trade secrets, personal rights or data protection rights – aids in such an infringement or incites others to infringe such rights,
- contains content that the Customer is not permitted to disclose by law, contract or due to loyalty or confidentiality obligations (e.g. insider information, manufacturing and trade secrets),
- contains advertising or commercial content, in particular so-called spam messages, chain letters, direct advertising, price lists or other offers, unless these are expressly permitted by the Provider,
- exploits the Platform to send automated messages or unsolicited advertising,
- copies, stores, publishes, distributes or otherwise commercially exploits the content or data of other users or the Provider without express permission,
- falsely represents an identity or affiliation with a natural or legal person, organisation or institution, or is otherwise misleading.
9.3.
The Customer is responsible for monitoring their content and is liable to ARGUS for ensuring that the content published by the Customer does not infringe the rights of third parties or otherwise violate these General Terms and Conditions, other contractual agreements, the instructions of ARGUS and applicable law, and that the content is otherwise appropriate. The Customer is obliged to analyse and critically evaluate their content before publishing it via the services. Where the consent of third parties is required for the publication of data on the Platform, the Customer is solely responsible for obtaining such consent. ARGUS has no obligation to check this.
9.4.
ARGUS is not obliged to check in advance the legal admissibility of content provided by the Customer. However, ARGUS reserves the right to block or delete such content at any time if there are concrete indications of a violation of legal regulations or these General Terms and Conditions. Prior notification to the Customer is not required in such cases.
9.5.
If personal data is processed using AI (e.g. in the context of article evaluations), the Customer is solely responsible for the admissibility of the use and processing of this data under data protection law. The Provider processes such data exclusively on the basis of the agreements made with the Customer for data processing in accordance with Article 28 GDPR.
10. Updating the Platform
10.1.
ARGUS is entitled, but not obliged, to modify the Platform and the services offered on it during the term of the contract, in particular to adapt them to advances in technology. This also includes the addition of new functionalities, changes to the user interface and adjustments to the backend. ARGUS reserves the right to change the services offered via the Platform without prior notice in order to provide the Customer with an optimised range of services, provided that this does not affect the suitability of the Platform for the agreed purpose and the optimised range of services is reasonable for the Customer, taking into account the interests of both Parties.
10.2.
Furthermore, ARGUS is entitled to make changes, adjustments, and restrictions, and to remove functionalities of the Platform and the services and content offered on it if this is required on the basis of changed legal regulations or standards or new technical or scientific findings. The manner of implementation is at the discretion of ARGUS. The Customer expressly has no claim to the maintenance of specific individual functions or the introduction of these.
11. Support
11.1.
ARGUS offers customer support to its Customers. This support is provided at ARGUS’s discretion by email, chat or telephone and is available to the Customer Monday to Friday from 7 a.m. to 5.30 p.m. CET, except on national and cantonal public holidays (Canton of Zurich).
11.2.
The support service will receive and, where possible, answer customer questions regarding the use of the Platform and reports of any malfunctions.
12. Availability
12.1.
The Platform is available 24 (twenty-four) hours a day, seven days a week (“operating hours”). The contractually agreed average availability (“average availability”) during the operating hours is at least 98% (ninety-eight per cent) on an annual average. Availability refers to the Customer’s ability to use the essential functionalities of the Platform. Maintenance periods and restrictions or failures of the Platform due to circumstances beyond ARGUS’s control and responsibility (fault of third parties, disruption of telecommunications lines, disruption of the Customer’s internet connection or network settings, force majeure, etc.) and for which ARGUS is not responsible are not considered to be unavailability. ARGUS will keep maintenance windows to a minimum and will use them primarily for installing and testing updates and ensuring the security of the systems.
12.2.
Depending on the selected service or tariff model, ARGUS shall grant access to supplementary, function-related apps for iOS or Android around the clock, 365 (three hundred and sixty-five) days a year.
In the event of failures, ARGUS endeavours to restore service quickly. The average availability during operating hours is at least 98% on an annual average.
12.3.
The average availability according to Section 12.1 is calculated by dividing the number of hours during which the Platform is available by the total number of hours in the respective calendar year.
13. Customer’s cooperation obligations
13.1.
The Customer is responsible for ensuring that they have the technical requirements for accessing and using the Platform. This applies in particular to suitable hardware, operating system, internet connection, network and firewall settings, and browser software, taking into account any technical specifications provided by ARGUS.
13.2.
In the event of further development or modification of the technical components by ARGUS or third parties (e.g. operating system, browser software), it is the Customer’s responsibility to make the necessary adjustments to the software they use.
13.3.
The Customer makes an undertaking to ARGUS that when using the Platform, they will not use any program containing viruses or other malware in connection with the software.
14. Rights of use and copyright
14.1.
In order to ensure the proper provision of the contractually agreed services via the ARGUSintelligence Platform, the Customer grants ARGUS a non-exclusive, free, globally valid right of use to the content transmitted or provided by the Customer, limited to the duration of the availability of the content. This right of use includes, in particular, the right to technically store, analyse, process, copy, translate and summarise the content as well as combine it with other data, forward it within the scope of Sendings, display it in dashboards and reports, and make it available to registered users of the Customer – in each case exclusively for the purpose of fulfilling the contract and within the scope of the functionalities of the Platform. The rights are granted exclusively for contractual use in connection with the ARGUSintelligence Platform. ARGUS will not use or publish the content beyond this scope unless there is a legal obligation or the Customer’s express consent has been obtained.
14.2.
Insofar as content originating from external sources (in particular from online or print media, press publishers, agencies or other information providers; hereinafter referred to as “Publishers”) is made available via the ARGUSintelligence Platform, all copyrights and ancillary copyrights to this content remain with the respective rights holders. ARGUS does not grant the Customer ownership or exclusive rights of use to this content.
14.3.
The ARGUSintelligence Platform is not a portal for the public or mass distribution of content. The Customer’s own account may not be used for the publication, public distribution or systematic distribution of press reviews or other copyright-protected content to third parties outside the company. Use of the Platform to distribute copyright-protected content to the public on behalf of or on the instructions of the Customer is not permitted.
14.4.
The Customer is granted only a simple, non-transferable and non-sublicensable right of use to the content made available via the Platform – exclusively for their own internal use within the scope of the contractually agreed use. Any further use – in particular permanent storage, systematic archiving, processing, public reproduction, duplication, redistribution, publication or commercial exploitation/use, use in mobile applications or services outside the Platform – is prohibited unless express written permission has been obtained from ARGUS, the respective rights holder or legal permission has been granted.
14.5.
The lawful use of copyright-protected content, in particular press reviews or article excerpts from print media, may be subject to additional licence agreements with the respective publishers or collecting agencies. The Customer is obliged to independently ensure that the appropriate rights have been obtained for any use beyond internal use. ARGUS accepts no responsibility for this and is not obliged to do so.
14.6.
Insofar as ARGUS provides content via separate licence agreements with publishers, the respective terms of use of the third parties shall apply in addition to these General Terms and Conditions and must be complied with by the Customer.
14.7.
If the Customer violates copyright provisions or uses content outside the scope of the rights granted, they shall fully indemnify ARGUS against all resulting claims by third parties. This also includes the costs of any necessary legal defence. ARGUS reserves the right to claim damages.
14.8.
Under the licence agreements concluded with external rights holders, ARGUS is obliged to delete certain content or raw data after a limited period of time. The underlying data will therefore be removed from ARGUS’s processing and storage systems within a specified period of time, at the latest after the creation of article views, extracts or reports. Insofar as content is provided exclusively on the basis of the contractual rights of use of Customers and the technical provision by ARGUS is carried out exclusively on behalf of and in the interest of the respective Customer, such content shall be excluded from this, provided and as long as the Customer has its own continuing rights of use and no other use is made by ARGUS. In such cases, ARGUS reserves the right to deactivate access to such content after expiry of the agreed licence period or to delete it permanently if the Customer cannot provide sufficient proof of usage rights.
15. Access restriction
15.1.
ARGUS is entitled to immediately block access to the Platform if there is reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. Reasonable suspicion of illegality and/or infringement of rights shall be deemed to exist in particular if courts, authorities and/or other third parties inform ARGUS of such suspicion or threaten or order appropriate measures. ARGUS will inform the Customer of the measure and the reasons for it. ARGUS expressly accepts no liability for any resulting damages, regardless of the nature, legal basis, or the title under which they arise.
15.2.
If there is reasonable suspicion that third parties are misusing the Customer’s account, ARGUS is also entitled to block access. In this case, ARGUS will immediately inform the Customer of the block and the measures taken. ARGUS expressly accepts no liability for any resulting damages, regardless of the nature, legal basis, or the title under which they arise.
16. Rights to the Platform
16.1.
All rights to the Platform, including software, source code, databases, algorithms (in particular the AI models used, unless third-party rights exist), designs, trade marks and logos, remain entirely with ARGUS or the respective rights holders. This also applies to content created using AI-supported platform functions, unless third-party or customer rights exist. The Platform is provided to the Customer as a service. ARGUS grants the Customer the geographically unrestricted, temporary, revocable, non-exclusive, non-sublicensable and non-transferable right to use the SaaS services for its own operational purposes within the scope of these General Terms and Conditions and the contractual agreements. Unless otherwise agreed or stipulated in these General Terms and Conditions, no further copyright usage or exploitation rights are granted.
16.2.
The Customer is not entitled to (i) rent, lease, lend, reproduce, sell or otherwise distribute or pass on the SaaS services or access to the Platform, including via the Internet or a downstream public or private data network; (ii) use the SaaS services to develop other services; (iii) activate and use components of the SaaS services for which the Customer has not been granted any rights of use; (iv) transfer the rights of use to the SaaS services to third parties or grant third parties access to the SaaS services; (v) modify, translate, reproduce or decompile the program code of the SaaS services, in whole or in part, or examine its functions, except to the extent permitted by law; (vi) remove, conceal or modify legal notices, in particular those relating to ARGUS’s industrial property rights; or (vii) circumvent technical protection measures that ARGUS has set up for the Platform.
17. Remuneration; terms of payment, tariff changes
17.1.
The Customer undertakes to pay the agreed remuneration.
17.2.
Use of the ARGUSintelligence Platform is subject to payment of a monthly fee in accordance with the agreed tariff model (e.g. tariff S, M or L). The tariffs differ in particular with regard to the number of user accounts included, the search complexity, the archive retention period in the monitoring area and the range of functions offered by the Platform (e.g. dashboard, dispatch module, expert filter, analytics integration). The specific prices and the services included in the respective tariff levels are based on the price list valid at the time of conclusion of the contract or the individual offer from the Provider. All prices are net plus the applicable statutory value added tax.
17.3.
Billing takes place monthly in advance. The Customer will only receive an electronic invoice with the corresponding Swiss QR code. Unless otherwise agreed, the invoice amount is due for payment immediately without deduction.
17.4.
Changes to higher tariff levels are possible at any time with effect from the next billing period. Results within the scope of the Monitoring module are provided within the framework of the booked price group. The Customer can change the content of the order for the Monitoring module (topic, number of keywords, media circle, etc.) within the tariff level at any time by notifying ARGUS of this on the day before the change. The change to the order will take effect the next working day once it has been confirmed in writing. In the event of changes that result in a higher tariff level being applied, this must be additionally confirmed by the Customer. A change to a lower tariff level requires the consent of the Provider and shall take effect at the earliest upon expiry of the agreed contract term.
17.5.
If a third-party provider whose services are required by ARGUS to perform the contractual services changes the prices it charges ARGUS, ARGUS shall be entitled to pass on a corresponding price adjustment to the Customer, including any exchange rate changes, ancillary purchase costs or other external factors influencing prices. The prerequisites for passing on the price change are that it is based on a verifiable change in the third-party provider’s terms and conditions of purchase, that ARGUS has no influence on the third-party provider’s pricing, and that the adjustment is transparent and documented for the Customer (e.g. by presenting a revised price list or a notification from the third-party provider). In such cases, the Customer’s consent to the passing on of the price change is not required. However, ARGUS undertakes to inform the Customer in writing of the nature and extent of the change with reasonable advance notice. Irrespective of this, ARGUS reserves the right to adjust the amount of the agreed remuneration at its reasonable discretion if the costs relevant to the provision of the contractual services, in particular the costs of further developing and maintaining the technical and personnel infrastructure, the costs of expanding the contractual services, and the costs of customer support, have changed one year after conclusion of the contract. ARGUS shall be entitled to increase the agreed remuneration provided that the percentage increase in remuneration does not exceed the percentage increase in costs, taking into account relevant cost savings in their entirety. ARGUS may exercise its right to adjust the remuneration no earlier than one year after the time this right was last exercised. Changes to the remuneration shall take effect two months after receipt of the notification from ARGUS by the Customer. In this case, the Customer is entitled to terminate the contract extraordinarily within six weeks of receipt of the notification. If the Customer does not terminate the contract within this period, the contract shall continue with the adjusted remuneration. ARGUS will inform the Customer separately of the significance of failing to respond to this announcement.
17.6.
If the Customer commissions or utilises services that go beyond the agreed service description, these shall be remunerated separately in accordance with the applicable price list.
17.7.
Unless explicitly stated otherwise, all prices quoted in the offer, price lists, on the website and elsewhere are net prices in Swiss francs (CHF) and are subject to statutory VAT, where applicable.
17.8.
If the Customer delays payment of the amount due by more than two weeks, ARGUS is entitled to block access to the Platform after issuing a prior warning with a deadline and the deadline expiring without result. ARGUS’s claim to remuneration shall remain unaffected by the block. Access to the Platform will be reactivated immediately after the arrears have been settled. The right to block access also exists as a less severe measure if ARGUS is entitled to extraordinary termination.
17.9.
Offsetting of the Customer’s liabilities under this contract is only permissible with claims that have already been legally established or recognised by ARGUS or are undisputed.
18. Warranty
18.1.
In the event of defects, the following provisions of this Section 18 shall apply:
a. The Provider warrants that the SaaS services will comply with the contractually agreed specifications during the term of the contract and that the Platform will have the contractually guaranteed functionalities. Any further warranty beyond this is expressly excluded to the extent permitted by law.
b. ARGUS assumes no responsibility for the fulfilment of technical requirements on the part of the Customer (e.g. the Customer’s internet access), in particular for the availability and dimensioning of internet access. The Customer is responsible for their own internet access at the point of delivery of the SaaS service.
c. Furthermore, no warranty is provided if content is made available to the Customer within the Platform that has been generated in whole or in part by artificial intelligence (AI), in particular summaries, translations, categorisations or analyses of media content. This content is generated automatically on the basis of the inputs provided or configured by the Customer (e.g. search parameters) using third-party technologies. The AI-generated content is created without human editorial review. ARGUS therefore does not guarantee the accuracy, completeness, timeliness or legal admissibility of the content, nor that the content generated in this way is suitable for specific purposes. This applies in particular with regard to possible distortions, incorrect and incomplete representations or erroneous conclusions that may result from AI processing. The Customer is responsible for checking, evaluating and any further use of this content.
d. Any defects shall be remedied at ARGUS’s discretion within a reasonable period of time, either by repair or replacement free of charge. The above warranty represents the sole and definitive obligation of the Provider with regard to the rectification of defects. Further warranty claims by the Customer, in particular for rescission, reduction, compensation or loss of profit, are expressly not recognised and are excluded to the extent permitted by law.
e. If the Customer discovers a defect, they must report it to the Provider in writing immediately, at the latest within 14 (fourteen) days of its discovery, together with a detailed description of the respective malfunction, in order to enable the most efficient possible rectification of the defect.
f. Termination of the contract by the Customer due to a defect is only permissible if ARGUS has been given sufficient opportunity to remedy the defect and this has failed.
19. Liability
19.1.
ARGUS shall be liable without limitation in connection with the provision of the Platform and the SaaS services for direct damages resulting from intent and gross negligence, from personal injury and, where applicable, in accordance with the Product Liability Act.
19.2.
Liability for slight negligence is excluded to the extent permitted by law. This exclusion of liability also applies in favour of our vicarious agents.
19.3.
Furthermore, liability for further damages arising from the contract or unlawful acts is hereby excluded to the extent permitted by law. Liability for vicarious agents is excluded. Furthermore, ARGUS shall not be liable for indirect and consequential damages, in particular, but not limited to, lost profits, unrealised savings, additional expenses, consequential damages and third-party claims, business interruption, punitive damages (e.g. fines, penalties and warnings, contractual and conventional penalties), loss of data and data carriers, damages due to data protection violations, damages due to interference with the IT system, such as cyber incidents, malware, computer viruses and scripts.
19.4.
Nor is ARGUS liable for the accuracy of the data stored and generated by software users. ARGUS expressly does not check this data.
19.5.
When using the generative AI application, the Customer is aware that the results generated by the AI software cannot claim to be complete or accurate. The reason for this is the core principle of how the generative AI models used in the AI software work, i.e. recognising and using patterns and correlations to generate plausible predictions or generative outputs based on the principle of probability. ARGUS shall therefore expressly not be liable for any damages resulting from the use or disclosure of AI-generated content, subject to mandatory statutory provisions.
19.6.
The limitation period for claims for damages against ARGUS is three (3) years, except in the cases specified in Section 19.1.
20. Indemnity
20.1.
The Customer shall indemnify ARGUS against all claims by third parties arising from alleged or actual infringements of rights and/or infringements of the rights of third parties, in particular employees of the Customer, when using the ARGUSintelligence Platform, and undertakes to reimburse ARGUS for any costs incurred by ARGUS as a result of claims by third parties, insofar as these are attributable to the Customer’s actions. Reimbursable costs include, in particular, the costs of reasonable legal prosecution and legal defence incurred by ARGUS.
20.2.
Any further claims for damages by ARGUS remain unaffected.
21. Contract term; termination, effect of termination
21.1.
The term (“Basic Term”) of the contract is 12 (twelve) months or another individually agreed duration in accordance with the agreed service description and shall be automatically extended by the Basic Term unless one of the Parties gives three months’ notice of termination before the end of the respective term.
21.2.
The right of both Parties to terminate the contract for good cause without notice remains unaffected. A good cause for extraordinary termination shall be deemed to exist in particular in circumstances which entitle ARGUS to block the Customer’s access to the Platform in whole or in part or to suspend the provision of the SaaS services, for example due to a significant breach of contract by the Customer, including non-payment of the fees owed or breach of essential obligations, and generally if, taking into account all circumstances of the individual case and weighing the interests of both Parties, the terminating Party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period. This is particularly the case for the Customer if the use of the software is prohibited by law or by official authorities or is no longer technically possible. Terminations must be made in writing. ARGUS’s right to claim further damages remains unaffected.
21.3.
Upon termination of the contract, the Customer loses access to their account and the Platform and can no longer use the services.
21.4.
ARGUS will maintain the customer account for data backup purposes for 12 (twelve) months after termination of the contract. After these 12 (twelve) months have elapsed, the Customer account will be permanently deleted. The Customer is solely responsible for data backup.
22. Confidentiality
22.1.
The Parties are obliged to keep all information about the other Party that has become known to them in connection with this contract and that is marked as confidential or, based on other circumstances, is recognisable as a business or trade secret or which can be assumed to be confidential (hereinafter referred to as: “Confidential Information”), and not to disclose it to third parties or exploit it in any other way, unless the other Party has expressly agreed to the disclosure or use in writing or the information has to be disclosed due to legal requirements, court decisions or administrative decisions.
22.2.
Information shall not be considered Confidential Information within the meaning of this Section 22 if it
a. was already known to the other Party without being subject to a confidentiality obligation,
b. is generally known or becomes known without violating the confidentiality obligations undertaken, or
c. is disclosed to the other Party by a third party without violating a confidentiality obligation.
22.3.
The obligations under this Section 22 shall continue to apply indefinitely after the end of the contract.
22.4.
Notwithstanding the above obligations, ARGUS shall be entitled, at the request of publishers or rights holders, to disclose the name of the respective Customer who receives copyright-protected articles electronically via the Platform. ARGUS may also disclose the scope and content of the relevant order to the extent necessary to fulfil legal obligations, licence conditions or contractual disclosure obligations towards publishers and rights holders.
23. Final provisions
23.1.
Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. In this case, the Parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the intended purpose and original intention. The same applies in the event of a loophole.
23.2.
All disputes between the Parties shall be governed exclusively by Swiss substantive law, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, SR 0.221.211.4) and the conflict of law rules of Swiss private international law (IPRG, SR 291). The exclusive place of jurisdiction for all disputes arising from and in connection with these Terms and Conditions, regardless of their legal basis, shall be Zurich. Mandatory statutory places of jurisdiction remain reserved.
23.3.
For the sake of clarity, the Contracting Parties shall only make changes and additions to these General Terms and Conditions in writing. This also applies to changes to this written form requirement.
23.4.
The Customer is not entitled to transfer this contract as a whole or individual rights and obligations arising from it to third parties or to have them exercised by third parties.
23.5.
ARGUS is entitled to transfer this contract with all rights and obligations to another company. The transfer shall take effect 28 (twenty-eight) days after it has been communicated to the Customer. If this contract is transferred to another company, the Customer shall have a special right of termination, which must be exercised within two weeks of notification. The special right of termination must be exercised in writing.
23.6.
ARGUS is entitled to amend or supplement these General Terms and Conditions at any time with effect even within the existing contractual relationship. The Customer will be notified of any amendments or supplements by email at least six weeks before they take effect. If the Customer does not agree to the changes, they may object to the changes in writing within one (1) week of the date on which the changes or additions are intended to take effect. If the Customer does not object, the changes or additions to the Terms and Conditions shall be deemed to have been approved by the Customer. ARGUS will specifically point this out to the Customer in the notification.
Version: October 2025