1. Scope and Governing Law

1.1 These General Terms and Conditions (hereinafter "Terms") govern all legal relationships between Matthias Carigiet, sole proprietorship based in Zurich, Switzerland (hereinafter "Provider" or "CallPrompter"), and the users of the CallPrompter platform (hereinafter "Customer").

1.2 The CallPrompter platform comprises the desktop applications for macOS and Windows, the Chrome extension, the web application at callprompter.app, and all related services (hereinafter collectively "Platform" or "Service").

1.3 By registering, using the Platform, or subscribing to a plan, the Customer accepts these Terms. Any deviating or conflicting terms of the Customer shall not become part of the contract unless the Provider expressly agrees to them in writing.

1.4 These Terms are governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and conflict-of-law provisions.

2. Subject Matter

2.1 CallPrompter is a Software-as-a-Service (SaaS) platform for real-time sales coaching. The Platform provides invisible, context-aware conversation guidance through floating prompt bubbles that are visible only to the salesperson during live sales calls and do not appear in screen shares or recordings.

2.2 The scope of services depends on the subscription plan chosen by the Customer, as described on callprompter.app at the time of purchase.

2.3 The Provider delivers its services according to the current state of technology. Continuous availability of the Platform is not guaranteed. The Provider may temporarily restrict the Platform for maintenance purposes.

3. Contract Formation and Account Creation

3.1 The presentation of the Platform and subscription plans on callprompter.app constitutes a non-binding invitation to make an offer.

3.2 By registering an account and selecting a subscription plan, the Customer submits a binding offer. The contract is formed upon confirmation of registration by the Provider (e.g., by email) or upon activation of access.

3.3 The Customer is obligated to provide truthful and complete information during registration and to keep this information up to date.

3.4 Each Customer may only create one account. Sharing login credentials with third parties is prohibited, unless those parties have been invited as team members within the Customer's organization.

3.5 The Customer must be at least 18 years old to create an account and use the Platform.

4. Trial Period and Subscription Plans

4.1 The Provider may offer a free trial period. The duration and scope of the trial are communicated on the Platform. No payment information is required during the trial period.

4.2 After the trial period expires, access is limited to the features of the selected paid plan, unless the Customer subscribes.

4.3 The available subscription plans, their scope, and prices are published on callprompter.app. The Provider reserves the right to modify plans, features, and prices at any time. For existing subscriptions, price changes take effect at the next renewal period, with the Customer being notified at least 30 days in advance.

5. Prices and Payment Terms

5.1 All prices listed on the Platform are in US Dollars (USD) and exclude any applicable value-added tax, unless otherwise stated.

5.2 Billing occurs monthly in advance through the payment processor Stripe. By subscribing, the Customer authorizes the Provider to charge the applicable amounts at the beginning of each billing period using the payment method on file.

5.3 The Pro plan is billed per seat. Changes to the number of seats during a billing period are prorated accordingly.

5.4 If the Customer defaults on a payment, the Provider is entitled to suspend access to the Platform after a grace period of 10 days. Suspension does not release the Customer from their payment obligation.

5.5 The Provider may charge the Customer reasonable reminder fees and default interest of 5% per annum in the event of late payment.

6. Term and Termination

6.1 The subscription is concluded for an indefinite period and renews automatically for one billing period (month) at a time, unless terminated.

6.2 The Customer may cancel their subscription at any time, effective at the end of the current billing period. Cancellation can be done through the account settings on the Platform or by email to matthias@carigiet.com.

6.3 The Provider may terminate the subscription with 30 days' notice, effective at the end of a billing period.

6.4 Both parties retain the right to terminate for cause with immediate effect. Cause exists in particular if:

a)     the Customer breaches material provisions of these Terms and fails to remedy the breach within 14 days of receiving a written warning;

b)     the Customer uses the Platform for unlawful purposes;

c)     the Customer is in arrears with payment for at least two billing periods despite a reminder.

6.5 After termination, the Customer's account data is handled in accordance with the Privacy Policy. The Customer may request an export of their data before the contract ends.

7. Usage Rights and License Terms

7.1 The Provider grants the Customer a non-exclusive, non-transferable, revocable right to use the Platform for the duration of the subscription, in accordance with these Terms and the selected subscription plan.

7.2 Usage is limited to the number of seats included in the respective plan. Each seat may only be used by one natural person.

7.3 The Customer is prohibited from:

d)     decompiling, reverse engineering, disassembling, or otherwise attempting to derive the source code of the Platform;

e)     copying, distributing, renting, leasing, or sublicensing the Platform;

f)      circumventing or tampering with the Platform's security measures;

g)     using the Platform for unlawful purposes or creating content that violates applicable law;

h)     using the Platform in a manner that impairs its operation for other customers.

8. Customer Obligations

8.1 The Customer is responsible for complying with all applicable laws and regulations when using the Platform, particularly in connection with the recording and transcription of calls.

8.2 The Customer must ensure that all necessary consents from call participants for the capture and processing of conversation data have been obtained, insofar as required by applicable law.

8.3 The Customer is responsible for the security of their login credentials and must immediately notify the Provider if they become aware of any unauthorized use of their account.

8.4 The Customer is responsible for ensuring that the content they enter into the Platform (scripts, customer data, product information) does not infringe on the rights of third parties.

9. Intellectual Property

9.1 All rights to the Platform, including copyrights, trademarks, patents, trade secrets, and other intellectual property rights, remain with the Provider.

9.2 The Customer retains all rights to the content they enter (scripts, customer data, product information).

9.3 The Customer grants the Provider the right to process the Customer's content as part of service delivery, particularly for real-time analysis, generation of coaching signals, and post-call analysis.

9.4 The Provider is entitled to use anonymized and aggregated usage data to improve the Platform.

10. Data Protection and Data Processing

10.1 The Provider processes personal data in accordance with the Privacy Policy published at callprompter.app/privacy-policy, which forms an integral part of these Terms.

10.2 All primary customer data is stored on servers in Switzerland (Infomaniak).

10.3 To deliver its services, anonymized transcript data is transmitted to third-party AI providers (Anthropic, OpenAI, Google). Customer-identifying information is removed before transmission.

10.4 The Provider complies with the Swiss Federal Act on Data Protection (FADP/DSG) and, where applicable, the EU General Data Protection Regulation (GDPR).

10.5 Insofar as the Provider processes personal data on behalf of the Customer, it acts as a data processor within the meaning of the FADP. The parties may enter into a separate Data Processing Agreement if required.

11. Confidentiality

11.1 Both parties undertake to treat as confidential any confidential information of the other party that becomes known to them in the course of the contractual relationship, and not to make it accessible to third parties.

11.2 This confidentiality obligation does not apply to information that is publicly known, was provided by an authorized third party without confidentiality obligations, or must be disclosed due to a legal obligation.

12. Availability and Support

12.1 The Provider endeavors to ensure high availability of the Platform but does not guarantee a specific uptime.

12.2 The Provider is entitled to perform scheduled maintenance that may result in temporary service restrictions.

12.3 Support is provided via email or the in-app support function, in accordance with the selected subscription plan.

13. Warranty

13.1 The Provider warrants that the Platform substantially conforms to the published service description.

13.2 The Customer must report defects in writing or by email to the Provider without undue delay after discovery.

13.3 The Provider will remedy reported defects within a reasonable time. No warranty claim exists for defects caused by the Customer's non-compliant use of the Platform, circumstances beyond the Provider's control, or the use of unsupported devices or operating systems.

13.4 Further warranty claims, in particular claims for reduction of price, are excluded to the extent permitted by law.

13.5 The Platform relies on third-party services (e.g., for transcription and AI analysis). The Provider assumes no warranty for the availability or performance of these third-party services.

14. Liability

14.1 The Provider is liable without limitation for damages caused by willful misconduct or gross negligence.

14.2 In cases of slight negligence, the Provider is only liable for breach of material contractual obligations (cardinal obligations) and limited to the foreseeable, contract-typical damage.

14.3 In any case, the Provider's liability is limited to the amount the Customer has paid to the Provider in the 12 months preceding the event giving rise to the damage.

14.4 Liability for indirect damages, consequential damages, lost profits, data loss, or business interruption is excluded to the extent permitted by law.

14.5 The Provider is not liable for the accuracy, completeness, or suitability of AI-generated coaching signals, analyses, or recommendations. The use of such content is at the Customer's own risk.

14.6 The Provider is not liable for damages arising from call participants perceiving the use of the Platform during a call as inappropriate, or from such use violating applicable laws or internal policies of the Customer or their call participants.

15. Indemnification

15.1 The Customer shall indemnify the Provider against all third-party claims arising in connection with the Customer's unlawful or non-compliant use of the Platform.

15.2 This includes in particular claims related to violations of data protection regulations, recording laws, or third-party rights resulting from the Customer's use of the Platform.

16. Force Majeure

16.1 Neither party shall be liable for failure to perform or delayed performance of its contractual obligations to the extent such failure is due to force majeure.

16.2 Force majeure includes in particular: natural disasters, epidemics, war, terrorism, strikes, government actions, power outages, failure of telecommunications networks or internet connections, cyberattacks, and failures or changes to third-party services essential to the operation of the Platform.

17. Amendments to these Terms

17.1 The Provider reserves the right to amend these Terms at any time.

17.2 Amendments will be communicated to the Customer at least 30 days before they take effect, by email or through the Platform.

17.3 If the Customer does not object to the amendments within 30 days of notification, the amended Terms are deemed accepted. The Provider will specifically draw the Customer's attention to the significance of the 30-day period in the amendment notice.

17.4 In the event of an objection, the Provider is entitled to terminate the contractual relationship effective as of the date the amendments take effect.

18. Final Provisions

18.1 Severability

If any provision of these Terms is or becomes invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely achieves the economic purpose of the invalid provision.

18.2 Assignment

The Customer may not assign rights or obligations under this contract to third parties without the prior written consent of the Provider.

18.3 Written Form

Amendments and supplements to these Terms require written form. This also applies to the waiver of the written form requirement. Written form within the meaning of these Terms includes email.

18.4 Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and the contractual relationship between the Provider and the Customer is Zurich, Switzerland. Mandatory statutory places of jurisdiction remain reserved.

18.5 Governing Law

These Terms are governed exclusively by Swiss law, excluding the Vienna Convention on the International Sale of Goods (CISG) and conflict-of-law provisions.