Agentic Service Subscription Terms

1. Scope of Services

1.1 UTXO AG provides individually configured AI agents ("AI Coworkers") as a managed service. Each AI Coworker is set up and operated on UTXO AG's infrastructure and integrates into the Customer's existing workflows (e.g. email, CRM, databases, ERP systems, collaboration tools).

1.2 Two service types are available:

• Standard AI Coworkers: Pre-built agents with standard skill sets, available via tiered monthly subscription plans as published by UTXO AG.
• Custom Development: Bespoke agent development including custom integrations, skills, and workflow design. Custom development is billed separately (project-based or hourly) and must be completed before the subscription begins.

1.3 These Terms incorporate by reference:

• the Acceptable Use Policy;
• the Privacy Policy; and
• the Data Processing Agreement (Annex).

In the event of a conflict between these Terms and the Data Processing Agreement, the Data Processing Agreement shall prevail with respect to data protection matters.

2. Onboarding and Service Activation

2.1 Every AI Coworker deployment includes an onboarding phase during which UTXO AG configures the agent, establishes connections to the Customer's systems, and tests the integration.

2.2 The Customer shall cooperate in the onboarding process by providing timely access to the required systems, credentials, data, and information as reasonably requested by UTXO AG.

2.3 The subscription commences upon completion of the onboarding phase, as confirmed by UTXO AG sending the Customer a subscription link via email.

3. Service Description and AI Transparency

3.1 The Agentic Service is provided on an "as is" and "best-effort" basis. UTXO AG does not guarantee any specific uptime, availability, response time, or service level. No service level agreement (SLA) applies unless expressly agreed in a separate written agreement.

3.2 AI Coworkers operate based on probabilistic artificial intelligence models provided by third-party AI infrastructure providers (including OpenAI and Anthropic). The Customer acknowledges and agrees that:

• AI outputs are generated through statistical inference and may contain errors, inaccuracies, or incomplete information;
• AI Coworkers may execute tasks autonomously over extended periods (some tasks may run for hours);
• the Customer bears sole responsibility for verifying, reviewing, and approving all AI-generated outputs before relying on them or using them in any business process;
• UTXO AG does not warrant the accuracy, completeness, suitability, or fitness for any particular purpose of AI-generated outputs.

3.3 In accordance with the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), UTXO AG hereby discloses that the AI Coworkers constitute limited-risk AI systems. The Customer and its employees, contractors, and business partners interacting with the AI Coworker must be informed that they are interacting with an AI system, not a human being.

3.4 The proper functioning of the Agentic Service may require the Customer to meet certain technical requirements (e.g. appropriate email configuration, system access, network connectivity). The Customer is responsible for implementing and maintaining such requirements. UTXO AG shall not be liable for any deficiency in the Agentic Service resulting from the Customer's failure to meet such requirements.

4. Subscription, Billing, and Payment

4.1 Each AI Coworker is subject to a separate subscription. UTXO AG offers tiered subscription plans with monthly billing cycles. The applicable pricing is communicated to the Customer prior to subscription activation.

4.2 Subscriptions are activated by the Customer through a subscription link provided by UTXO AG via email. By activating the subscription, the Customer accepts these Terms, the Acceptable Use Policy, the Privacy Policy, and the Data Processing Agreement.

4.3 Payment is due monthly in advance and may be made via invoice or through the payment processor Stripe. All prices are exclusive of applicable taxes (including VAT), which shall be added where required by law.

4.4 If the Customer fails to pay any amount when due, UTXO AG may charge default interest in accordance with Art. 104 of the Swiss Code of Obligations (OR) and may suspend the Agentic Service until all outstanding amounts are settled.

4.5 Custom development fees are billed separately (project-based or hourly) as agreed between the Parties in writing prior to commencement of the custom development work. Custom development fees are non-refundable once work has commenced.

5. Term and Termination

5.1 The subscription runs on a monthly rolling basis. Either Party may terminate the subscription with effect at the end of the current billing period by providing written notice (email is sufficient) at any time.

5.2 Either Party may terminate the subscription for cause with immediate effect if:

• the other Party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach; or
• the other Party becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over its assets.

5.3 UTXO AG may terminate or suspend the Agentic Service immediately if the Customer violates the Acceptable Use Policy.

5.4 No refunds shall be issued for the remaining portion of any pre-paid billing period upon termination.

5.5 Upon termination, UTXO AG shall handle Customer data in accordance with the Data Processing Agreement (Section 12).

6. Changes and Updates

6.1 The Customer may request changes to the configuration, skills, or integrations of their AI Coworker at any time by contacting UTXO AG. UTXO AG shall implement reasonable changes within a commercially reasonable timeframe. Changes that require significant development effort may be subject to additional fees.

6.2 UTXO AG may, at its sole discretion, push updates, patches, or modifications to the Agentic Service to maintain functionality, security, or compliance without prior approval from the Customer.

6.3 UTXO AG reserves the right to modify these Terms. Material changes will be communicated to the Customer at least thirty (30) days in advance via email. Continued use of the Agentic Service after the effective date of a change constitutes acceptance of the modified Terms. If the Customer does not agree with the changes, the Customer may terminate the subscription in accordance with Section 5.1.

7. Intellectual Property

7.1 All right, title, and interest (including all intellectual property rights) in and to the Agentic Service, the AI Coworkers, the underlying technology, platform, algorithms, models, and software remain exclusively with UTXO AG and its licensors.

7.2 The Customer retains full ownership of all data, content, and materials provided by the Customer to UTXO AG for the purpose of operating the Agentic Service ("Customer Data").

7.3 The Customer grants UTXO AG a limited, non-exclusive, non-transferable, revocable licence to access and process Customer Data solely for the purpose of providing the Agentic Service under these Terms. This licence terminates automatically upon termination of the subscription.

7.4 UTXO AG shall not use Customer Data for any purpose other than providing the Agentic Service. In particular, Customer Data shall not be used for training AI models, statistical analysis beyond service delivery, or any other purpose.

7.5 The Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Agentic Service during the term of the subscription, subject to payment of the applicable fees and compliance with these Terms.

8. Liability

8.1 To the maximum extent permitted by applicable law, UTXO AG's aggregate liability for all claims arising out of or in connection with these Terms shall not exceed the total fees actually paid by the Customer to UTXO AG in the twelve (12) months immediately preceding the event giving rise to the claim.

8.2 To the maximum extent permitted by applicable law, UTXO AG shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business, or business interruption, regardless of the form of action or theory of liability.

8.3 UTXO AG shall not be liable for:

• the accuracy, completeness, or suitability of any AI-generated output;
• decisions made by the Customer based on AI-generated outputs;
• any loss or damage resulting from the Customer's failure to verify AI-generated outputs;
• any interruption or degradation of the Agentic Service caused by circumstances beyond UTXO AG's reasonable control, including force majeure events (natural disasters, pandemics, government actions, cyberattacks, third-party infrastructure failures, or internet disruptions).

8.4 Nothing in these Terms excludes or limits liability for damages caused by wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), or for personal injury (Art. 100 OR).

8.5 The above limitations of liability also apply to the personal liability of UTXO AG's employees, directors, representatives, and agents.

9. Confidentiality

9.1 Each Party shall treat as confidential all information received from the other Party that is marked as confidential or that a reasonable business person would consider confidential ("Confidential Information"), including but not limited to technical information, business plans, pricing, customer data, processes, and source code.

9.2 Confidential Information does not include information that:

• was already known to the receiving Party at the time of disclosure;
• is or becomes publicly available through no fault of the receiving Party;
• is received from a third party without breach of any confidentiality obligation; or
• is independently developed by the receiving Party without reference to the Confidential Information.

9.3 Each Party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

9.4 Each Party shall ensure that its employees, contractors, and advisors who have access to Confidential Information are bound by confidentiality obligations no less protective than those set out herein.

9.5 The confidentiality obligations under this Section 9 shall survive the termination of these Terms for a period of five (5) years.

10. Data Protection

10.1 UTXO AG processes personal data on behalf of the Customer in its capacity as a data processor within the meaning of Art. 28 GDPR and Art. 9 Swiss FADP. The Data Processing Agreement attached as an Annex to these Terms forms an integral part of the contractual relationship and is automatically accepted by the Customer upon subscribing to the Agentic Service.

10.2 The Customer acknowledges that the provision of the Agentic Service involves the processing of Customer Data by third-party AI infrastructure providers (OpenAI, Anthropic) and hosting providers (Railway, DigitalOcean), which may involve international data transfers. Appropriate safeguards are described in the Data Processing Agreement.

10.3 Details regarding the processing of personal data, including categories of data subjects, data categories, sub-processors, and technical and organisational measures, are set out in the Data Processing Agreement.

10.4 For information on how UTXO AG processes personal data as a controller (e.g. in connection with the website and account management), please refer to the Privacy Policy.

11. Support

11.1 UTXO AG provides support exclusively via email at support@utxoag.com during regular business hours (Monday to Friday, 09:00–17:00 CET, excluding Swiss public holidays in the Canton of Zug).

11.2 Support is provided on a best-effort basis. UTXO AG does not commit to specific response times or resolution times unless expressly agreed in a separate written agreement.

12. Compliance

Each Party is responsible for compliance with the statutory and regulatory obligations applicable to it, including data protection laws, tax obligations, and industry-specific requirements. UTXO AG is not responsible for ensuring that the Customer's use of the Agentic Service complies with the Customer's own regulatory requirements.

13. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, civil unrest, cyberattacks, internet disruptions, or third-party infrastructure failures. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the effects.

14. Governing Law and Jurisdiction

14.1 These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws provisions.

14.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the courts of the Canton of Zug, Switzerland.

15. Miscellaneous

15.1 Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.

15.2 Assignment. Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party. Any purported assignment in violation of this provision shall be void.

15.3 Entire Agreement. These Terms, together with the Acceptable Use Policy, the Privacy Policy, and the Data Processing Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings. The Customer's general terms and conditions shall not apply. Amendments to these Terms must be in writing.

15.4 Notices. All notices under these Terms must be in writing and in English or German. Notices may be sent via email to the addresses specified in the subscription or to the following addresses: business@utxo.ag (UTXO AG) or the Customer's email address on file.

15.5 Independent Contractors. The Parties are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between the Parties.

15.6 No Third-Party Beneficiaries. These Terms do not confer any rights or benefits on any third party.

15.7 Waiver. A failure by either Party to exercise or enforce any right under these Terms shall not constitute a waiver of that right.

15.8 Embargoed Countries. The Agentic Service may not be used by a Customer based in any US, EU, UK, or Swiss embargoed country.

UTXO AG

Dammstrasse 16 6300 Zug, Switzerland

Commercial register: CH-400.3.450.669-8

business@utxo.ag