Terms & Conditions

1.1 Scope

These Terms and Conditions ("Terms") govern all access to and use of the website www.sxguard.com, the SXGuard platform, related software-as-a-service ("SaaS") applications, mobile applications, and any associated services (collectively, the "Services") provided by SXGuard, a company incorporated under the laws of Switzerland, with its registered office at Gubelstrasse 24, 6300 Zug, Switzerland ("Company", "we", "us", or "our").

By accessing or using the Services, you ("User", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy incorporated herein by reference. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.2 Amendments

The Company reserves the right to modify these Terms at any time. Material changes will be communicated via the Services or by email at least thirty (30) days prior to taking effect. Continued use of the Services after such changes constitutes acceptance. If you do not agree with any modification, you must cease using the Services and terminate your account.

1.3 Definitions

2.1 Account Creation

To use certain features of the Services, you must create an Account by providing accurate, current, and complete registration information. You agree to update such information promptly to maintain its accuracy.

2.2 Account Security

2.3 Account Suspension and Termination

3.1 License Grant

3.2 SaaS Platform

The SXGuard SaaS platform is provided on a subscription basis. The specific features, functionalities, and service levels available to you depend on your selected Subscription tier and are described in the applicable service documentation.

3.3 Mobile Applications

While we strive to ensure continuous availability, we do not guarantee uninterrupted access. The Services may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will use commercially reasonable efforts to provide advance notice of planned downtime.

4.1 Subscription Fees

Access to certain Services requires payment of subscription fees as set forth in the applicable pricing page or order form. All fees are quoted in the currency specified at the time of purchase and are exclusive of applicable taxes unless stated otherwise.

4.2 Payment Terms

Fees are due in advance on the billing cycle applicable to your Subscription (monthly or annually). You authorize us (or our payment processor) to charge the payment method on file for all applicable fees. Failure to pay may result in suspension or termination of your access.

4.3 Taxes

You are responsible for all taxes, levies, and duties imposed by taxing authorities in connection with your use of the Services, excluding taxes based on the Company's net income. Where required by law, the Company will collect applicable Value Added Tax (VAT) or equivalent.

4.4 Refunds

Unless otherwise required by applicable law or specified in a separate agreement, all fees are non-refundable. The Company may, at its sole discretion, offer credits or refunds on a case-by-case basis.

4.5 Price Changes

The Company reserves the right to adjust pricing upon thirty (30) days' written notice. Price changes will take effect at the start of your next billing cycle following such notice.

5.1 General Obligations

5.2 Export Controls

You agree to comply with all applicable export control and sanctions laws, including Swiss, EU, and U.S. export regulations. You shall not export, re-export, or transfer the Services or any related technical data to any country, entity, or person prohibited by applicable law.

6.1 Company IP

The Services, including all software, algorithms, designs, trademarks, logos, documentation, and other materials, are the exclusive property of the Company or its licensors and are protected by Swiss and international intellectual property laws. Nothing in these Terms transfers any ownership rights to you.

6.2 User Content

You retain all ownership rights in your Content. By uploading Content to the Services, you grant the Company a limited, non-exclusive, worldwide license to use, process, and store such Content solely to the extent necessary to provide the Services. This license terminates when your Content is deleted from the Services.

6.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback" ), you grant the Company an irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback without obligation to you.

7.1 Data Processing

The Company processes personal data in accordance with the Swiss Federal Act on Data Protection (nFADP), the EU General Data Protection Regulation (GDPR), and our Privacy Policy. Where the Company processes personal data on your behalf, the parties shall enter into a Data Processing Agreement (DPA) as required by applicable law.

7.2 Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations. This obligation survives termination of these Terms for a period of three (3) years.

7.3 Security Measures

The Company implements appropriate technical and organizational measures to protect the Services and your data against unauthorized access, alteration, disclosure, or destruction, in accordance with industry standards and applicable data protection legislation.

8.1 Limited Warranty

The Company warrants that the Services will perform substantially in accordance with the applicable documentation during your Subscription period. Your sole remedy for breach of this warranty is, at the Company's option, repair or replacement of the non-conforming Services, or a pro-rata refund of prepaid fees.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS.

9.2 Liability Cap

THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exceptions

Nothing in these Terms shall limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence; or (d) any liability that cannot be excluded or limited under applicable Swiss or EU law.

11.1 Term

These Terms are effective from the date you first access or use the Services and remain in effect until terminated. Subscriptions automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

11.2 Termination for Convenience

You may terminate your Account at any time through the account settings or by contacting us at legal@sxguard.com. The Company may terminate or suspend the Services at any time with thirty (30) days' written notice.

11.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

11.4 Effects of Termination

Upon termination: (a) all rights and licenses granted hereunder cease immediately; (b) you must stop using the Services; (c) the Company will make your data available for export for thirty (30) days following termination, after which it may be permanently deleted; and (d) any outstanding fees become immediately due and payable. Sections 6 (Intellectual Property), 7.2 (Confidentiality), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Governing Law) shall survive termination.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.2 Jurisdiction

Any dispute, controversy, or claim arising out of or in connection with these Terms, including their validity, invalidity, breach, or termination, shall be subject to the exclusive jurisdiction of the competent courts of the Canton of Zug, Switzerland. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction.

13.3 EU Consumer Rights

If you are a consumer residing in the European Union, you may also benefit from mandatory consumer protection provisions of your country of residence. Nothing in these Terms affects your rights under such mandatory provisions. You may also have recourse to the EU Online Dispute Resolution platform at https://ec.europa.eu/odr.

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable DPA or order form, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a continuing waiver or a waiver of any other term. Any waiver must be in writing and signed by the waiving party.

14.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

14.5 Notices

All notices under these Terms must be in writing and sent to the addresses set forth herein (or as subsequently updated). Notices to the Company should be directed to:

SXGuard
Attn: Legal Department
Address: Gubelstrasse 24, 6300 Zug, Switzerland
Email: legal@sxguard.com

14.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person other than the parties hereto shall have any right to enforce any provision of these Terms.