Terms and Conditions

1.1 The Swiss Synaedge AG (hereinafter the «Provider») offers cloud-based AI video analytics solutions for the automated detection of potential firearms and knives in video streams («AI Weapon Detector») and may provide additional services in connection therewith (hereinafter, taken as a whole and in parts, the «Services»).

1.2 These General Terms and Conditions (GTC) govern the legal relationship between the Provider and its customers (hereinafter jointly the «Parties»).

1.3 These GTC form part of all legal agreements between the Parties. GTC and comparable contractual bases of the customers do not become applicable to the Provider.

1.4 The Provider’s offering is directed exclusively to businesses within the meaning of Art. 7 OR (Switzerland) and § 14 BGB (Germany). There is no statutory right of withdrawal for consumers.

1.5 For branches with multiple locations and for individually agreed enterprise solutions, the Parties conclude a separate framework agreement.

2.1 The provider decides and, at its own discretion, informs customers about its current and future services (the «Offer» below), for example upon request or by publishing it on its website. The provider is entitled to provide the Offer in whole or in part together with suitable third parties or to have it provided by suitable third parties.

2.2 The provider informs customers in an appropriate form about technical and any other requirements in connection with the Offer. Compliance with the respective requirements is exclusively the responsibility of the individual customers.

2.3 The provider determines its Offer at its own discretion. In particular, it may set the fee, the functional and scope of performance, the infrastructure used, the targeted customers, as well as the term for its services.

2.4 The AI Weapon Detector is a cloud-based Managed Detection Service for automated analysis of video live streams for potential gun and stabbing weapons.

2.5 The provider provides customers with a preconfigured gateway that is operated within the customers’ camera network and serves exclusively for encrypted transmission of compatible video live streams to the provider’s cloud-based analysis platform.

2.6 The analysis takes place exclusively within the cloud infrastructure operated by the provider.

2.7 The provider’s services include in particular:

• Provision and configuration of the gateway
• Analysis of video live streams exclusively for potential weapon events
• Automated alerting of a connected alarm management system
• Transmission of alarm-related screenshots for human verification
• Operational alarm handling and, if applicable, alerting of police by an attached security operations center
• Technical support for alerting and escalation processes

2.8 Alarm handling and alarm overview are carried out via the alarm management platform Evalink or comparable systems of the provider or its partners.

2.9 In the event of an alarm, relevant event information, in particular alarm-related screenshots, is transmitted to an attached security operations center.

2.10 The provider itself does not provide any sovereign security, emergency call, intervention, or police services. Operational alarm handling, verification, and, if applicable, alerting of police, security services, or response units is carried out by the attached security operations center.

2.11 Customers do not receive direct access to the analysis platform, the AI models, the raw analyses, or the cloud-based processing environment.

2.12 The AI Weapon Detector serves exclusively for event-related hazard analysis and does not provide a general video surveillance, identification, or biometric monitoring solution.

3.1 The provider, when operating the AI Weapon Detector, applies the principle of „Privacy by Design”.

3.2 The services are intended exclusively for detecting potential weapon incidents and not for identifying or profiling individuals.

3.3 In particular, the following is, as a standard, not carried out:

• Face recognition
• Biometric identification
• Creation of person profiles
• Behavior profiling
• Identification of individual persons
• Training or retraining of AI models with customer video data

3.4 The processing of the video live streams takes place exclusively temporarily for the purpose of conducting the weapon analysis.

3.5 Permanent storage of video data in the cloud does not take place as a standard unless this has been expressly agreed in writing.

3.6 In the event of an alarm, an incident-related screenshot may be processed and stored for human verification.

3.7 Persons or sensitive image areas may be pixelated or displayed in a privacy-optimized manner within the scope of technical and organizational possibilities.

3.8 The customers remain solely responsible for the data protection lawfulness of their camera systems and for the use of the services at the respective location.

3.9 To the extent that the processing of personal data is the subject of the services, the parties enter into a separate data processing agreement (DPA). This is an integral part of the contractual arrangement.

4.1 The provider grants the customers during the term of the respective contractual arrangements the non-exclusive, non-transferable and non-sublicensable right, limited in terms of location, subject matter and time, to use the respective offer to the extent offered or agreed.

4.2 Use of the AI Weapon Detector is exclusively through the provided gateway and the provider’s or its partners’ alerting and security processes.

4.3 The services require a functioning power supply, network connection and internet connection. In the event of interruption or disruption of data transmission, no analysis or alerting can be carried out.

4.4 The customers acknowledge that the offer may be entirely or partially unavailable, or only available to a limited extent, for example due to errors, technical issues, maintenance work, network interruptions or force majeure.

4.5 Unless otherwise offered or agreed, the provider provides its support exclusively on working days from Monday to Friday from 9:00 – 12:00 and from 13:00 – 17:00 (MEZ).

4.6 The standard support includes free of charge exclusively services for remedying technical malfunctions and errors that are within the provider’s area of responsibility, in particular:

• Disruptions of the provider’s cloud infrastructure
• Malfunctions of the AI analysis platform
  Defects of the supplied gateway within the scope of the functional warranty in accordance with Clause 6.5
• Errors in the forwarding of alerts to the certified alarm centre

4.7 At the customers’ request, the provider offers additional support and consulting services, which are charged separately at an hourly rate of CHF 150 or Euro 150 (plus value added tax). Billing is done in 15-minute increments. In particular, this includes:

• Rectification of malfunctions caused by the customers, their employees or third parties
• Problems due to improper operation or tampering with the gateway
• Malfunctions caused by hardware, software or networks within the customers’ area of responsibility, in particular cameras, routers, firewalls, switches, internet connections or power supply
• Assistance with changes to the customers’ camera network
• Restarting after a power outage, network outage or similar events, provided there is no malfunction within the provider’s area of responsibility
• Training, instruction and consulting for the customers’ employees
• Adjustments, extensions or special configurations at the customers’ request
• Diagnostic or analysis services when it turns out that no malfunction exists within the provider’s area of responsibility
• On-site deployments, unless expressly part of the agreed services

4.8 The hourly rate may be adjusted by the provider once per calendar year. Adjustments are announced in text form at least three months before they take effect.

4.9 The AI Weapon Detector is part of a multi-stage alerting and security process. The AI-based analysis serves exclusively for technical event detection and pre-alerting.

4.10 Operational handling of alerts, prioritisation and escalation take place via connected alarm management and security control centre process chains.

4.11 The provider does not owe any permanent real-time monitoring of all camera images by natural persons.

5.1 The Customers are required to use the service exclusively in a legally compliant manner and in accordance with any applicable requirements of the Provider, and in accordance with these GTC and other contractual arrangements.

5.2 The Customers are required to use the service exclusively to an appropriate extent.

5.3 The Customers are required, through their cooperation, to enable the Provider to render the service properly.

5.4 The Customers are in particular required to:

• Provide compatible and functioning camera systems
• Ensure sufficient power supply as well as network and internet connection
• Operate the gateway exclusively in accordance with the Provider’s requirements
• Adequately instruct relevant staff
• Comply with all regulatory and data protection law requirements

5.5 The Customers remain fully responsible for their operational security organization as well as for all security-relevant decisions on site.

5.6 The Customers are required to continuously and immediately review agreed services and to promptly report any defects.

5.7 The Customers are solely and fully responsible for ensuring that they and their own users comply with the applicable law and any other regulations.

Gateway

6.1 The Provider provides the Customers with a pre-configured gateway. This remains the property of the Customers after delivery.

6.2 The software license associated with the gateway is tied to the term of the contract and is deactivated upon termination of the contractual relationship.

6.3 The Provider grants a functional warranty for the gateway for 2 years, provided that the device is used as intended. In the event of defects that were not caused by the Customers, the Provider provides a replacement free of charge within this period.

Cameras

6.4 At the Customer’s request, the Provider may mediate or supply cameras from the manufacturers Axis, Hanwha, Geutebrück or other compatible brands. If the Customers use their own cameras that they already have, the Provider assumes no liability or warranty for their function, maintenance and compatibility.

6.5 The warranty and guarantee terms of the respective manufacturer apply exclusively to the cameras supplied by the Provider. No warranty beyond this is assumed by the Provider.

6.6 Delivery times for cameras depend on the current availability and conditions of the respective manufacturer. The Provider endeavours to deliver promptly, but cannot commit to binding delivery deadlines that go beyond the information provided by the manufacturers.

6.7 In the event of delivery delays on the part of the manufacturers, the Provider informs the Customers without delay. Claims for damages due to manufacturer-caused delivery delays are excluded.

6.8 If manufacturer support for a supplied camera ends during the term of the contract, the Provider is entitled to check the camera’s compatibility and, if necessary, recommend replacement with a current model. The Customers bear the costs for the replacement.

Joint Provisions

6.9 The Customers are required to handle the gateway and the supplied cameras carefully and protect them against damage, theft and improper use.

6.10 In the event of damage, loss or theft of the gateway or cameras during the term of the contract, the Customer is liable to the extent of the replacement value. Upon request and for a fee, the Provider makes a replacement device available; the replacement of cameras is carried out under the respective current conditions of the manufacturers.

6.11 The Provider is not liable for data loss, failed notifications or consequential damages during replacement, repair or restoration times of the gateway or of cameras.

7.1 The provider offers its services exclusively for payment.

7.2 Services for which no lump-sum payment is expressly agreed are billed in accordance with the provider’s ordinary hourly rates.

7.3 Additional services, in particular integrations, on-site deployments, special configurations, training, additional storage services, or individual alerting processes, may be billed separately.

7.4 All prices are understood to be in Swiss francs (CHF) or euro (EUR), plus the applicable value-added tax.

7.5 The one-time setup costs are invoiced upon conclusion of the contract and are due for payment before delivery of the gateway.

7.6 The ongoing subscription fees are invoiced in advance for the relevant billing period. As standard, billing is done monthly in advance.

7.7 At the request of the customers, an annual advance payment may be agreed. In the case of annual advance payment, the provider grants a discount on the subscription fee.

7.8 Invoices are due for payment within 10 days from the invoice date without deduction.

7.9 If the first invoice is not paid within the due date (setup costs and/or the first subscription period), the provider is entitled to postpone the activation of the services until receipt of payment is confirmed.

7.10 In the event of late payment, the provider is entitled to charge default interest in the amount of 5 % per annum as well as a reminder fee per reminder of 20 CHF/EUR.

7.11 If the payment default continues after an unsuccessful reminder, the provider is entitled to temporarily suspend the services. The suspension does not release the customers from the obligation to pay.

7.12 In the case of ordinary termination, the contract continues until the end of the already invoiced or prepaid period. No proportional refund of already paid consideration is made.

7.13 In the event of extraordinary termination by the provider for reasons attributable to the customers, already paid consideration is not refunded.

7.14 Additional services in accordance with clause 4.6 (support on a time-and-materials basis, one-time configurations, on-site deployments etc.) are invoiced after the services have been provided.

7.15 The provider is entitled to adjust its prices once per calendar year. Price adjustments will be announced at least three months before they take effect in text form. If the price adjustment exceeds 5 % compared to the previous price, the customers have a special right of termination at the time the price adjustment takes effect. The special right of termination must be exercised within 30 days after notification of the price adjustment in text form.

7.16 Invoicing is carried out according to the customers’ place of business:

• Customers with their registered office in Switzerland are invoiced by Synaedge AG (registered office Zurich) in CHF plus Swiss value-added tax.
• Customers with their registered office in Germany are invoiced by the provider’s German branch in Gummersbach in EUR plus German value-added tax.

8.1 All rights to the infrastructure, software, AI models, platform architecture, alerting logic and other components of the offer remain exclusively with the provider or their licensors.

8.2 The customers receive no rights to AI models, training data, algorithms or the underlying analysis platform.

9.1 The AI Weapon Detector is a technical support system for the early detection of potential weapon incidents.

9.2 Automated detections constitute solely technical suspicion reports and do not replace any human situational assessment.

9.3 Despite modern AI technologies, no complete or error-free detection of all weapons, threat situations or security-relevant scenarios can be guaranteed.

9.4 In particular, the following may occur:

• False alarms
• Non-detections
• Incorrect classifications
• Delayed alerts
• Limitations due to lighting conditions, image quality, camera positioning, obstructions, network outages or technical malfunctions

9.5 The services of the provider do not provide guaranteed protection against criminal acts, incidents of violence or other security events.

10.1 The provider shall be liable exclusively for damage directly caused as a result of intentional or grossly negligent breaches of duty.

10.2 Any further liability of the provider is excluded.

10.3 In particular, the provider does not owe any specific result regarding security, any prevention of criminal offences, or any guarantee of the detection of all weapons or threat situations.

10.4 In particular, the provider is not liable for damage resulting from:

• Unidentified weapons
• False alarms
• Delayed alarms
• Interventions not carried out
• Technical failures
• Network or Internet interruptions
• Erroneous decisions by third parties
• Acts or omissions of security control centers, alarm receiving stations, the police, security services, authorities or other responding forces

10.5 The decision on alerting the police or responding forces is made exclusively based on human review by the security control center.

10.6 The provider does not provide any warranty for the services, availability or response times of third-party providers.

10.7 In all cases, the provider is liable only up to the amount of the fee that the respective customers paid in the last 12 months prior to the event giving rise to the damage.

11.1 Events of force majeure release the parties for the duration of their existence from the obligation to perform the contract. Force majeure particularly includes natural disasters, war, terrorist attacks, pandemics, official orders, strikes by third-party providers, cyber attacks on mission-critical infrastructure as well as long-term outages of the deployed cloud infrastructure or telecommunications networks.

11.2 The affected party shall notify the other party immediately of the event of force majeure and of its expected duration.

11.3 If an event of force majeure lasts longer than 90 days, both parties are entitled to terminate the contract with immediate effect for cause without any claims arising for the other party.

12.1 The parties undertake to treat all confidential information obtained within the framework of the contractual relationship of the other party as confidential and not to disclose it to third parties.

12.2 Confidential information includes in particular technical, commercial and security-relevant information that is designated as confidential or whose confidentiality arises from the circumstances.

12.3 The duty of confidentiality continues also after the termination of the contractual relationship for a period of 5 years.

12.4 This does not apply to information that is demonstrably publicly known or becomes publicly known without this being based on a breach of duty by the receiving party.

13.1 The term of the contract is 1 year from activation of the services.

13.2 After the expiry of the minimum term, the contract is automatically extended for an indefinite period and can be terminated by either party with a notice period of one month to the end of the month in text form.

13.3 Ordinary termination before the end of the ongoing contractual period is excluded. The customers remain obliged to pay the fees for the ongoing contractual period, regardless of whether the services are actually used.

13.4 Contractual arrangements may be terminated extraordinarily and without notice by either party for good cause. Good cause exists in particular if:

• Payment default by the customers persists despite a reminder
• A party commits a material breach of contract
• Insolvency proceedings are opened against the assets of a party
• Failure to perform by the provider persists

13.5 In the event of extraordinary termination by the provider for reasons attributable to the customers (in particular payment default or a material breach of contract), the customers remain obliged to pay the fees for the ongoing contractual period. Any fees paid will not be refunded in this case.

13.6 In the event of extraordinary termination by the customers for reasons attributable to the provider, prepaid amounts already paid are refunded proportionately for the period not used.

13.7 If the customers wish to terminate the contract early before the end of the ongoing contractual period without good cause, this is only possible by mutual agreement with the provider. The provider may make the mutually agreed early termination contingent upon a compensation payment in the amount of the remaining fee payments until the end of the ongoing contractual period.

13.8 Terminations must be made in writing or in text form.

13.9 After the contract relationship ends, the software license for the gateway is deactivated. The device itself remains in the possession of the customers.

14.1 The provider is entitled to amend these GTC and the contractual arrangements, provided this is necessary for legitimate reasons, in particular in the event of changes in the legal situation, changes to the technologies used, or adjustments to the scope of services. Material changes will be notified to customers in text form at least 30 days before they take effect. If customers object to the changes within 30 days after notification, the contract continues under the previous terms until the end of the current contract period and ends thereafter without further termination. If there is no objection, the new terms are deemed accepted.

14.2 All communication takes place in a form that allows proof by text.

14.3 Rights and obligations may not be transferred without the provider’s consent.

14.4 If individual provisions of these GTC are or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on a valid arrangement in place of the invalid provision that comes as close as possible to the economic purpose of the invalid provision.

14.5 These GTC and all contractual arrangements are subject exclusively to Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. For disputes with customers based in Germany, mandatory German law may be applied in accordance with German law to the extent required by law.

14.6 The place of jurisdiction for all disputes arising out of or in connection with this agreement is, provided it is legally permissible:

• For customers based in Switzerland: the provider’s registered office in Zurich
• For customers based in Germany: the registered office of the provider’s German branch in Gummersbach