Terms of Service

Article 1. Preamble, Scope and Definitions

These General Terms of Service (“GTS”) govern all contractual relationships between Zelly Sàrl, with its registered office in Lausanne, Switzerland (hereinafter “the Company” or “Zelly”), and any natural person (hereinafter “the Client”) subscribing to the artificial-intelligence assistance services (hereinafter “the Service”). The Company's full identity is set out in the legal notice.

These GTS apply exclusively to contracts concluded with consumers (B2C). By subscribing to the Service, the Client declares that they are of legal age and have full legal capacity to enter into contracts. Subscribing to and using the Service constitutes express and unconditional acceptance of these GTS.

Definitions

• “Assistant”: the personal assistant based on artificial intelligence made available to the Client as part of the Service, accessible via a third-party messaging platform.
• “Skills”: the optional capabilities enabling the Assistant to interact with third-party services connected by the Client (Article 6).
• “Actions”: the operations the Assistant performs on the Client's connected third-party services, on the Client's instruction — for example sending an e-mail, creating a calendar event or editing a document (Article 7).
• “Memory”: the Assistant's memorisation features, including the long-term memory described in Article 10.

Article 2. Provision of the Service, Best-Efforts Obligation and Evolution

Best-efforts obligation

The Company provides a technological tool based on artificial intelligence. It is bound by a strict best-efforts obligation and does not guarantee the achievement of any specific result or uninterrupted availability.

Transparency — artificial-intelligence system

The Client is informed that the Assistant is an artificial-intelligence system: when conversing with their Assistant, the Client is not interacting with a human being. The content produced by the Assistant (text, audio, images) is generated by artificial intelligence.

Evolution of the Service

The Service is a continuously evolving digital service. The Company may change its technical components — including the underlying artificial-intelligence models, technical providers, features and the Skills catalogue — for legitimate reasons such as improving the Service, adapting to technical or regulatory developments, security, or changes in upstream providers' terms. Such changes do not constitute a breach of contract as long as they do not substantially degrade the essential features of the Service. If a change degrades access to the Service or its essential features in a more than minor way, the Client is informed and may terminate free of charge within thirty (30) days of being informed or, if later, of the change.

Maintenance and technical suspension

The Company reserves the right to temporarily suspend or interrupt access to the Service for maintenance, update or security reasons. In the event of permanent discontinuation of the Service at the Company's sole initiative (excluding force majeure), the Company undertakes to inform the Client and to refund, pro rata, the paid period not used.

Article 3. Term, Free Trial, Termination and Data Retention

Term

The contract is concluded for an indefinite period. The Service is billed in monthly periods, in advance. The Client may terminate the contract at any time, with effect at the end of the current monthly billing period, during which the Service remains fully accessible.

Free trial

Where offered, the free trial period lasts seven (7) days from subscription and requires a payment method to be registered. At the end of the trial period, the paid subscription starts automatically and the first monthly fee is charged, unless the Client cancels before the end of the trial. Cancellation during the trial is free of charge. The Client is informed of these conditions, the price and the date of the first charge at the time of subscription.

Case 1 — Termination at the Client's request

Termination is carried out via the account management portal. At the end of the current period, access is blocked and the Client's virtual environment is placed in a dormant state for thirty (30) days. During this period, the Client may reactivate their subscription without additional fees and without loss of data, and may request an export of their data in accordance with the Privacy Policy.

After this period without reactivation, the virtual environment and all associated data (including the Memory) are permanently deleted, with the exception of billing data subject to statutory accounting retention obligations (art. 958f of the Swiss Code of Obligations, ten years).

Case 2 — Termination for non-payment

If a charge fails at the monthly renewal, the following procedure applies:

• A reminder e-mail is automatically sent to the Client.
• The subscription is terminated and access to the Service is blocked.
• The virtual environment is placed in a dormant state for thirty (30) days, without any loss of data.
• Reactivation is possible during this period, subject to settling the payment via the payment portal. After this period without reactivation, the virtual environment and the data are permanently deleted, with the exception of billing data (art. 958f CO).

Case 3 — Extraordinary termination by the Company (for cause)

In the event of a serious breach of these GTS by the Client (in particular of Article 9), the Company may suspend or terminate access to the Service with immediate effect. The Company notifies the Client of the measure and its grounds, and the Client may respond. The virtual environment is kept in a dormant state for thirty (30) days before permanent deletion; during this period the Client retains the right to obtain an export of their data in accordance with the Privacy Policy.

Where extraordinary termination is justified by a serious breach, the remaining subscription period is not refunded. If the suspension or termination proves to be unjustified, the period concerned is refunded or credited and access restored.

Article 4. Financial Terms

Prices are stated in Swiss francs (CHF), inclusive of all taxes, and are charged monthly, in advance, by a secure payment provider.

Price changes

The Company may change its prices. Any price change is notified to the Client at least thirty (30) days in advance and takes effect, for ongoing subscriptions, only with the Client's express consentor, failing that, at the next monthly renewal following expiry of the notice period — the Client remaining free to terminate beforehand in accordance with Article 3, Case 1. The Client's silence never constitutes acceptance of a price increase.

Refunds

Subject to the Client's mandatory statutory rights — in particular Article 2 (permanent discontinuation), Article 11 (force majeure), Article 13 for consumers residing in the EU/EEA and the applicable statutory conformity guarantees — payments are final and no goodwill refunds are granted, in particular in the event of non-use, dissatisfaction or failure to cancel.

Article 5. Data Protection and Routing

The Service acts as a bridge between the Client, third-party messaging platforms (e.g. Telegram, WhatsApp in a future evolution), providers of artificial-intelligence models (external APIs) and, where the Client activates Skills, an integrations orchestrator (Sampark Inc., Composio). The Service also relies on third-party hosting and technical providers (in particular Fly.io, Supabase, Vercel and Resend) for deployment, storage and transactional communication.

Privacy Policy

The collection and processing of personal data by the Company are governed by our Privacy Policy, which the Client acknowledges having read. It describes in particular the processors used, the destination countries of the data and the safeguards applicable to international transfers.

Consent to routing

The Client expressly acknowledges and accepts that the data they enter transits through the infrastructures of the above-mentioned third-party operators, which are subject to their own privacy policies, including with regard to data transfers outside Switzerland.

Third-party channels

The Company is not liable for the interception of data on third-party messaging channels, nor for any ban or access restriction imposed on the Client by the messaging operator, within the limits of Article 12.

Article 6. Skills and Third-Party Integrations

Definition

Skillsare optional capabilities enabling the Client's Assistant to act on third-party services (for example Gmail, Outlook, Google Calendar, Notion, Slack, Canva) via each provider's own authentication mechanism (OAuth or a personal access key). Their activation is strictly voluntary and revocable at any time from the dedicated account page.

Personal access keys

Some Skills require a personal access key provided by the Client (the third-party service's API key). This key is transmitted directly to the integrations orchestrator to establish the connection; the Company does not store it. The Client remains responsible for managing and revoking their keys with the third-party service concerned.

Client warranties

By activating a Skill, the Client warrants that they will:

• only connect accounts belonging to them or for which they have valid and legitimate authorisation;
• comply with the general terms of the third-party provider concerned;
• not use the Skills to collect, process or transmit data belonging to third parties in breach of applicable law.

Suspensions by third-party providers

Third-party providers (Google, Microsoft, etc.) may at any time suspend, restrict or revoke a Client's or the orchestrator's access. The Company cannot be held liable for such a decision or for any resulting temporary unavailability of one or more Skills, within the limits of Article 12. The Client retains access to the Assistant's core features independently of the Skills.

Article 7. Assistant Actions

Where Skills are activated, the Assistant may perform Actionson the Client's connected services: sending e-mails, creating or editing calendar events, documents or messages, and comparable operations.

• Actions are performed on the Client's instruction: they are deemed to have been carried out by the Client themselves and engage the Client's own responsibility towards the third-party provider and any recipients.
• Actions may contain errors: the artificial intelligence may misinterpret an instruction or perform an Action inaccurately or incompletely.
• Duty of verification: the Client must review sensitive or important Actions (sending messages to third parties, operations that are difficult to reverse) before having them performed, and check their outcome. The Company recommends not entrusting the Assistant with Actions whose failure or error would have serious consequences.

Protection against external instructions (prompt injection)

The Client shall not instruct their Assistant to perform sensitive Actions on the basis of content received from untrusted third parties (for example the body of an incoming e-mail or an unverified web page). A malicious instruction hidden in such content may cause the artificial intelligence to act against the Client's interests. Final verification rests with the Client.

Article 8. Artificial-Intelligence Warnings

• Risk of errors:the Service may produce factually incorrect, incomplete or outdated information (“hallucinations”). The Assistant's answers must not be used as a sole source of information: the Client must independently verify any important information before relying on it.
• No advisory value: generated content does not in any way constitute professional, legal, medical or financial advice and does not replace consulting a qualified professional.
• Client responsibility: the Client remains responsible for the decisions they freely make on the basis of the generated answers.
• Actions on third-party services:Actions are governed by Article 7, including the Client's duty of verification.

Article 9. Acceptable Use and Sensitive Data

Unlawful use

The Client shall not use the Service to generate unlawful or defamatory content, to infringe the rights of third parties or to attempt to circumvent the Service's restrictions and protections (“jailbreaking”). Any serious breach constitutes grounds for extraordinary termination in accordance with Article 3, Case 3.

Sensitive data

The Client is strongly advised not to submit sensitive personal data (in particular health data, passwords, banking credentials) in their requests. The processing of data entrusted to the Assistant is described in the Privacy Policy.

Article 10. Memory and Personalisation

The Assistant has memorisation features designed to personalise its answers: a working memory linked to recent conversations and, where activated, a long-term memory that retains lasting information the Client entrusts to their Assistant (preferences, context, habits).

• The long-term memory and the associated data processing are described in the Privacy Policy. For Clients residing in the EU/EEA, its activation is subject to explicit consent, freely revocable.
• The Client may request the deactivation of the long-term memory and the erasure of their Assistant's memories at any time.
• The Memory is deleted together with the account, in accordance with Article 3 and the Privacy Policy.

Article 11. Force Majeure

The Company is not liable for non-performance or improper performance of the contract caused by events beyond its reasonable control, including: natural disasters, war, acts of authorities, widespread network or infrastructure outages, cyberattacks, as well as the failure, interruption, degradation or unilateral modification of third-party services on which the Service depends (in particular providers of artificial-intelligence models, messaging platforms, the integrations orchestrator and hosting providers), to the extent that the Company could not reasonably foresee or avoid them.

In the event of force majeure, the affected obligations are suspended for the duration of the event and the Company uses reasonable efforts to restore the Service. If the interruption exceeds thirty (30) consecutive days, either party may terminate the contract with immediate effect; the paid period not used is then refunded pro rata.

Article 12. Limitation of Liability

General regime

To the extent permitted by applicable law: the Company's liability for slight negligence is excluded; the Company is not liable for indirect damage, loss of profit, loss of data or reputational harm; and the Company's liability for its auxiliaries and subcontractors is excluded to the extent permitted by art. 101 para. 2 of the Swiss Code of Obligations. Damage caused by the Company's wilful misconduct or gross negligence (art. 100 para. 1 CO) and any mandatory statutory liability remain reserved.

Regime applicable to consumers residing in the EU/EEA

By way of derogation from the general regime, if the Client is a consumer having their habitual residence in the European Union or the European Economic Area:

• the Company is liable without limitation: (a) in the event of wilful misconduct or gross negligence; (b) for injury to life, body or health, including through slight negligence; (c) under expressly granted guarantees; (d) where the law provides for mandatory liability (in particular product liability and data protection);
• in the event of slight negligence, the Company is liable only for the breach of an essential contractual obligation — that is, an obligation whose performance is a prerequisite for the proper performance of the contract itself and on whose observance the Client may legitimately rely — and its liability is then limited to the foreseeable damage typical for this type of contract at the time of its conclusion;
• beyond this, any liability of the Company is excluded, regardless of the legal basis;
• these rules also apply to the Company's liability for its auxiliaries and legal representatives.

Article 13. Special Provisions — Consumers Residing in the EU/EEA

The provisions of this article apply exclusively to consumer Clients having their habitual residence in a member state of the European Union or the European Economic Area, and prevail over any conflicting provision of these GTS.

Right of withdrawal

The Client has fourteen (14) days from the conclusion of the contract to withdraw, without giving reasons. To exercise this right, it is sufficient to send an unequivocal declaration before the deadline expires (for example by e-mail to social@zellyapp.me), indicating the account concerned. The Client may use the following model, although this is not mandatory: “I hereby give notice of my withdrawal from the contract for the provision of Zelly services, concluded on [date], in the name of [name], account e-mail: [e-mail]”.

If, at the Client's express request, performance of the Service begins during the withdrawal period and the Client subsequently withdraws, the Client owes the Company an amount proportional to the service provided up to the communication of the withdrawal; the balance of any payment is refunded. The right of withdrawal expires once the service has been fully performed, if performance began with the Client's prior express consent and acknowledgement that they would lose their right of withdrawal once the contract is fully performed. Withdrawal is not necessary to end a free trial: cancellation during the trial (Article 3) remains possible at any time.

Statutory conformity guarantee

The Client benefits from the statutory conformity guarantees applicable to digital services in their state of residence (including bringing into conformity, price reduction or termination in the event of a lack of conformity). These rights are not affected by these GTS.

Simplified termination

Where the law of the Client's state of residence provides for specific termination mechanisms (for example an online termination facility), these apply in addition to Article 3. Termination by e-mail to the Company's contact address is permitted in any event.

Article 14. Amendments to the GTS

Grounds

The Company may amend these GTS for valid reasons: evolution of the Service or its technical components, legal, regulatory or case-law developments, changes in upstream providers' terms, correction of errors or clarification, or security requirements.

Non-substantial amendments

Amendments that affect neither the main services, nor the prices, nor the overall balance of the contract (for example clarifications, editorial adjustments, changes to secondary terms) are notified to the Client by e-mail at least thirty (30) days before they take effect, highlighting the changes and expressly warning of the effect of the Client's silence. In the absence of objection or termination before the effective date, they are deemed accepted. In the event of objection, the Client may terminate in accordance with Article 3, Case 1, without additional fees.

Substantial amendments and prices

Amendments affecting the main services, the prices or the balance of the contract take effect only with the Client's express consentor, failing that, at the next monthly renewal following expiry of a thirty (30) day notice period, the Client remaining free to terminate beforehand. The Client's silence never constitutes acceptance of such an amendment.

Changes to the digital Service

Changes to the Service itself are governed by Article 2 (Evolution), including the right to terminate free of charge in the event of a more than minor degradation.

Mandatory rights

The Client's mandatory rights, in particular those arising from the law of their state of habitual residence, remain reserved.

Article 15. General Provisions

If any provision of these GTS proves to be void or unenforceable, the remaining provisions remain applicable. The Company may transfer the contract to an entity taking over the operation of the Service, subject to informing the Client, who may then terminate free of charge. The version of these GTS in the language chosen by the Client at subscription is authoritative for that Client.

Article 16. Governing Law and Jurisdiction

Governing law

These GTS are governed by substantive Swiss law, to the exclusion of the Vienna Convention. If the Client is a consumer having their habitual residence in the EU/EEA, this choice does not deprive them of the protection of the mandatory provisions of the law of the state of their habitual residence: those provisions remain available to them.

Jurisdiction — consumer Clients

A consumer Client may bring proceedings against the Company, at their choice, before the courts of their domicile or before those of the Company's registered office (Lausanne, Switzerland). The Company may bring proceedings against a consumer Client only before the courts of the Client's domicile.

Jurisdiction — other Clients

For any Client not acting as a consumer, the exclusive place of jurisdiction is Lausanne (Vaud), Switzerland.