These General Terms and Conditions ("GTC") apply to all offers and contracts for services by eFlury Consulting, owner Emanuel Aaron Flury, Keltenweg 4, 2540 Grenchen, Switzerland ("we"). Our offers are directed exclusively at businesses and self-employed professionals (B2B), not at consumers.
The essentials in plain language
- What the quote says, goes — the quote takes precedence over these GTC.
- AI outputs are probabilistic: we build in controls (human-in-the-loop) but do not guarantee any individual AI answer. Figures on the website are estimates, not warranted characteristics.
- Report defects within 10 working days; we fix first.
- Our liability is capped at the project fee paid; we are not liable for slight negligence or indirect damage — we are always liable for intent and gross negligence (the law requires it).
- Swiss law, place of jurisdiction at the seat of eFlury Consulting.
The full text below is what binds — this box is a reading aid.
1. Scope and Order of Precedence
These GTC apply to all our services (audits, implementation projects, Managed AI Operations, workshops). In case of conflict, the order of precedence is: (1) the individually agreed quote or contract, (2) these GTC. The client's own general terms do not apply, even without our express objection; their application requires our express written consent. Mere use of the website is governed by the disclaimer and the privacy policy.
2. Offers and Contract Formation
Website content — including package prices — is a non-binding invitation to request a quote. Our quotes are valid for 30 days unless stated otherwise. The contract is formed upon acceptance of the quote in text form (email suffices).
3. Services and Method
Scope, deliverables, dates and prices follow from the quote. Projects follow the published eflury Method™ with phases and decision gates. Fixed prices cover the deliverables named in the quote; additional or changed services are agreed in advance as change requests in text form and quoted separately.
4. Client Cooperation
The client provides in good time what the project needs: subject-matter contacts, decisions at the agreed gates, access to systems, and the required data. The client warrants that it is entitled to make the provided data and systems available to us for use under the contract. Delayed or incomplete cooperation extends deadlines accordingly; resulting additional effort may be charged on a time basis after prior notice.
5. AI-Specific Provisions
- Probabilistic systems: AI models generate outputs on a statistical basis. The correctness, completeness or suitability of individual AI outputs cannot technically be guaranteed and is not warranted. What we owe is the professional design, implementation and testing of the agreed solution — not the flawlessness of individual model responses.
- Control mechanisms: Agreed review and approval steps (human-in-the-loop) are part of the solution. If the client deactivates or bypasses such controls, warranty and liability for resulting damage lapse.
- Figures are estimates: Statements on time savings, cost savings, ROI or payback — on the website as in quotes — are empirical or estimated values, not warranted characteristics. Actual results depend substantially on the client's data, processes and cooperation.
- Third-party services: Solutions use third-party services (e.g. AI model providers, hosting). Their availability, terms and model behaviour are outside our control. If third parties change their services materially, we propose adjustments; such changes do not constitute a defect of our work.
- Responsibility in operation: The client remains responsible for the legally compliant productive use of the solution in its own business (e.g. towards employees, customers and regulators). We support this with documented controls and published guides.
6. Dates
Dates are indicative unless expressly designated as binding. Delays caused by missing cooperation or by third-party services extend the deadlines accordingly.
7. Prices and Payment
Prices are in Swiss francs, plus any value-added tax owed. Payment terms (milestones, instalments) follow from the quote; invoices are payable net within 30 days. In case of default, the statutory default interest of 5% applies (Art. 104 CO); in addition, after a reminder and a reasonable grace period, we may suspend work until payment. Set-off against counterclaims is only permitted where these are undisputed or established by final judgment.
8. Acceptance
We notify deliverables for acceptance. The client inspects them and gives written, substantiated notice of any defects within 10 working days. If no notice is given within this period, or if the client puts the work product into productive use, it is deemed accepted. Insignificant defects do not prevent acceptance; they are remedied under the warranty.
9. Warranty
For defects notified in time, we first have the right and the duty to rectify within a reasonable period. If rectification fails on the second attempt as well, the client may demand a reasonable price reduction; rescission remains limited to substantial, irremediable defects. The warranty period is 12 months from acceptance. No warranty exists for defects attributable to interventions by the client or third parties, to changes in third-party services, or to breaches of cooperation duties.
10. Liability
- We are liable without limitation for unlawful intent and gross negligence (Art. 100 para. 1 CO) and for personal injury.
- All liability for slight negligence is excluded to the extent permitted by law.
- Where liability exists, it is limited in aggregate to the fee actually paid for the affected project; for recurring services, to the fees paid in the last 12 months.
- Liability for indirect and consequential damage is excluded to the extent permitted by law — in particular lost profit, business interruption, third-party claims, and data loss to the extent it would have been avoidable through industry-standard backups.
- Liability for auxiliary persons and engaged specialists is waived within the limits of Art. 101 para. 2 CO.
- No liability exists for damage arising from (i) the use of AI outputs without the agreed human review, (ii) data, content or instructions provided by the client, and (iii) outages or changes of third-party services.
11. Intellectual Property
Upon full payment, the client receives a non-exclusive, perpetual, transferable right to use and adapt the project-specific work product for its own business purposes. Pre-existing know-how, tools, templates and frameworks remain our property; the client receives the usage rights required to use the work product. Open-source components are subject to their respective licences.
12. Confidentiality and References
Both parties treat the other party's confidential information as confidential and use it only for performing the contract; this duty continues for three years after the end of the contract. On request, we conclude a separate non-disclosure agreement (NDA). We name clients as references only with their prior consent.
13. Data Protection
We process personal data in accordance with the Swiss revFADP and our privacy policy. The client remains controller of its data; on request, we conclude a data processing agreement. We disclose which AI providers are used in a project and align this with the client.
14. Recurring Services (Managed AI Operations)
Recurring services run for an indefinite period and may be terminated by either party with 30 days' notice to the end of a month. We announce price adjustments at least 60 days in advance, effective at a termination date.
15. Early Termination
Mandatory statutory termination rights — in particular the right of revocation at any time under Art. 404 CO — remain reserved. Upon early termination, services rendered, milestones achieved and non-cancellable third-party costs incurred must be remunerated. A party terminating at an inopportune time compensates the other party for the resulting damage.
16. Force Majeure
Neither party is liable for non-performance to the extent it results from events beyond its reasonable control (e.g. natural events, government measures, large-scale network or power outages). Obligations are suspended for the duration of the event; if it lasts longer than 60 days, either party may withdraw from the part not yet performed.
17. Final Provisions
- Amendments and additions to the contract require text form.
- Should a provision be invalid, the remainder of the contract remains in force; the invalid provision is replaced by a permissible arrangement that comes economically closest to it.
- The assignment of rights and obligations under the contract requires the other party's consent.
- We may amend these GTC for future contracts; for recurring services, amendments take effect upon 60 days' prior notice, combined with the client's right to terminate as of the effective date.
- In case of discrepancies between the German and English versions of these GTC, the German version prevails.
- Governing law: Swiss law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
- Place of jurisdiction: at the seat of eFlury Consulting in Grenchen (Canton of Solothurn); mandatory statutory places of jurisdiction remain reserved.
18. Contact
Questions about these GTC: me@eflury.com or +41 79 910 77 87.
