Periscoop Terms of Service

Periscoop AI AG Terms of Service

Last Updated: 19 August 2025

These terms of service (the "Terms") constitute a legally binding agreement between you (the "Client") and Periscoop AI AG ("Periscoop", "we", "us" or "our"), a company incorporated and existing under the laws of Switzerland under registration number CHE-309.336.258, and having its registered office at Rieterstrasse 6, 8002 Zürich, Switzerland, governing your access to and use of our Services.

By accessing or using the Services (as defined below), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

  1. definitions

"Authorized Users" are individuals employed by or contracted by the Client and are permitted to use the Services under the Client’s supervision and in accordance with these Terms.

"CDN" has the meaning given to it in Section 4.5.

"Claim" has the meaning given to it in Section 11.2.

"Client Data" means all data, including text, logs, files, system performance records, user interactions, and any other materials, that are either supplied by the Client or accessed by Periscoop through integrations with the Client’s systems during the provision of the Services.

"Confidential Information" means any and all information disclosed by one party to the other, whether orally, in writing, electronically, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information includes, without limitation, business plans, technical data, system designs, source code, software, inventions, know-how, formulas, processes, client lists, pricing, marketing strategies, and non-public product information. Confidential Information does not include information that:

  1. is or becomes publicly known through breach of these Terms;

  2. is lawfully obtained by the receiving party from a third party without breach of any obligation of confidentiality;

  3. is disclosed with the prior written approval of the disclosing party;

  4. is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or

  5. is required to be disclosed by law or court order, provided that the receiving party gives prompt notice to the disclosing party and reasonably cooperates in seeking to limit such disclosure.

"FADP" means the Swiss Federal Act on Data Protection of 25 September 2020 (SR 235.1), including any applicable implementing ordinances, as amended from time to time.

"GDPR" means the General Data Protection Regulation, formally known as Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, including any applicable implementing laws in EU member states.

"LLM" means large language models.

"Relevant Agreement" has the meaning given to it in Section 6.1.

"Services" refers to the suite of offerings provided by Periscoop, including but not limited to its quality observability and optimization platform for AI products like agents and chatbots. These Services encompass functionalities such as benchmarking LLM outputs, identifying and analyzing performance gaps through data-driven insights, conducting automated improvements like LLMs arbitrage and prompt optimizations, providing comparative evaluations of LLM configurations, and offering technical support.

  1. scope of services

    1. Periscoop offers a comprehensive suite of observability and optimization Services tailored for organizations utilizing LLM technologies within their customer-facing or internal AI systems. The Services are designed to help Clients monitor, analyse, and enhance the quality of their solutions, including but not limited to LLM-powered chatbots, agents, and associated workflows. By embedding directly into the Client’s operational environments, Periscoop enables deep visibility into prompt behaviour, response fidelity, latency, and business outcome metrics.

    2. Clients leveraging Periscoop gain the ability to detect, classify, and triage performance regressions or suboptimal outputs produced by LLMs. This includes real time observation of conversations or inference chains, clustering of failure types, and root cause analysis based on contextual and behavioural signals. The Services also incorporate automated or semi-automated suggestions for prompt reformulation, model switching or routing, and experimentation with configuration alternatives based on quality thresholds and business objectives such as cost efficiency, conversation rates, and tone compliance. 

    3. In addition to observability, Periscoop integrates seamlessly with third-party issue tracking systems and internal reporting workflows. This allows Clients to synchronize quality data and corrective actions with existing engineering or product development pipelines. Periscoop’s optimization suite is capable of deploying interventions in real-time or recommending staged rollouts through A/B comparisons or controlled experiments.

    4. It is expressly acknowledged that Periscoop acts as a data processor in relation to Client Data, performing processing operations exclusively on behalf of the Client and under the Client’s instructions. All Services are architected to operate entirely within the Client’s infrastructure, and no Client Data is extracted, copied, or stored in Periscoop-managed systems, except as expressly permitted under Section 4.4. Periscoop’s role as a processor encompasses in-place analysis of telemetry, metadata, and operational signals necessary to deliver insights, optimizations, and other technical outcomes as defined in the Services. The Client retains full control over data access, location, and lifecycle at all times. This processing model ensures compliance with data sovereignty requirements, while preserving the Client’s governance over all Client Data.

    5. The Services do not include legal, financial, or regulatory advice, nor are the optimization outputs intended to replace human oversight in regulated decision-making environments. Clients remain responsible for validating any recommendations made by the platform before implementation, especially where such implementation may affect end users, operational policies, or compliance frameworks.

  2. access & use

    1. To utilize the Services offered by Periscoop, Clients are required to provide accurate, secure, and lawful access credentials that enable integration with their systems. These credentials may include API keys, service account tokens, identity, and access management permissions, or any other access protocols mutually agreed upon. Such access is limited to what is reasonably necessary for Periscoop to deliver its contracted Services and is typically scoped to specific environments, endpoints, or interfaces as defined in the relevant service agreement or onboarding documentation.

    2. Periscoop may also require temporary and controlled access for its engineers or authorized technical personnel to the Client’s systems in order to perform observational analysis, configuration, or optimization work. This access is granted under strict security controls and confidentiality obligations, and such personnel act exclusively under the authority of the Client’s designated representatives. 

    3. Clients are responsible for ensuring that all Authorized Users comply with these Terms and all applicable laws and regulations when using the Services. Clients must take reasonable steps to prevent unauthorized access, including securing login credentials and monitoring access privileges.

    4. The Client agrees not to use the Services in any way that could damage, disable, overburden, or impair any part of the Periscoop infrastructure or the systems of third parties. Specifically, the Client shall not:

      1. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any portion of the Services;

      2. introduce malicious software or other harmful components;

      3. use the Services to transmit unlawful, libelous, or infringing content; or

      4. bypass or breach any security device or protection used by the Services.

    5. Any unauthorized use, breach of these provisions, or activity that compromises the confidentiality, integrity, or availability of the Services constitutes a material breach of these Terms. In such cases, Periscoop reserves the right to suspend, or terminate the Client’s access without prior notice and pursue any legal remedies available under Swiss law.

  3. data ownership & processing

    1. Periscoop acknowledges that all rights, title, and interest in and to Client Data remain solely with the Client. Under no circumstances does Periscoop claim ownership or derivative rights over such data. The Client is the data controller, and Periscoop acts strictly as a data processor within the meaning of applicable privacy laws and in accordance with Section 2.4 of these Terms.

    2. In accordance with the FADP, Periscoop ensures that personal data is processed lawfully, in good faith, and proportionately. The FADP mandates transparency and accountability, both of which Periscoop enforces through internal policies, audit trails, and employee training. For Clients operating within the European Economic Area or serving EU-based users, Periscoop also adheres to the GDPR. This includes implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk, facilitating the exercise of data subjects’ rights, including maintaining records of processing activities where legally required.

    3. Periscoop processes Client Data solely for the purpose of delivering and improving the Services, including performance benchmarking, prompt optimization, issue categorization, and feature enhancements. The data is accessed strictly on a need-to-know basis by Periscoop personnel who are bound by confidentiality obligations and are subject to access controls.

    4. By agreeing to these Terms, the Client provides standing instructions for Periscoop to route data, on an as-needed-basis, through subprocessors such as OpenAI, Anthropic, or other LLM providers. Such routing may apply only to certain data or at certain times, depending on what is necessary for Periscoop to provide its Services under these Terms. The Client may, at any time, revoke or modify such standing instructions by giving written notice to Periscoop. Any such processing by subprocessors is non-persistent and governed by appropriate data processing agreements.

    5. For optimal performance and global latency minimization, Periscoop may utilize third-party edge networks such as Cloudflare, which combine content delivery network ("CDN") and serverless computing capabilities. This use includes delivering the Services’ frontend interface and executing code to temporarily process visualised outputs as part of the data delivery process. No Client Data is persistently stored on these third-party edge network systems.

    6. Unless otherwise agreed in writing, and except as permitted under Sections 4.4 and 4.5 above, all Client Data remains located within the Client’s own infrastructure. No copies, or transfers of data are made by Periscoop, and no data is used for Periscoop’s own machine learning model training, commercial analysis, or third-party sharing. This commitment ensures Clients maintain full data sovereignty and comply with their internal data governance frameworks.

    7. Periscoop aligns its operations with relevant international standards and ethical frameworks, including ISO/IEC 27001, ISO/IEC 29184, ISO/IEC 27701, and the OECD Principles on Artificial Intelligence.

  4. intellectual property

    1. Periscoop retains full and exclusive ownership of all intellectual property rights related to its Services. This includes, but is not limited to, any and all software, algorithms, source code, models, evaluation tools, benchmarking systems, documentation, training data (excluding Client Data), optimization engines, analytics dashboards, templates, and autorater logic. All inventions, improvements, modifications, configurations, insights, and derivative works created by Periscoop during the course of service delivery, whether or not developed in collaboration with the Client or using Client feedback, are and shall remain the sole and exclusive property of Periscoop.

    2. To the extent that any rights, title, or interest in such intellectual property might otherwise vest in the Client by operation of law, or otherwise, the Client hereby irrevocably assigns, transfers, and conveys such rights to Periscoop without further compensation, and undertakes to execute any documentation or take further steps reasonably necessary to perfect such assignment.

    3. The Client shall not acquire any ownership or license rights in the Services, or any outputs produced by the Services, except for a limited, non-exclusive, non-transferable license to access and use the Services for its internal business purposes and strictly in accordance with these Terms. The Client shall not reverse engineer, copy, duplicate, disassemble, distribute, publish, or create derivative works based on any part of the Periscoop Services unless explicitly authorized in writing by Periscoop.

    4. Periscoop may incorporate suggestions, requests, feedback, or recommendation from the Client into its Services without any obligation to compensate or credit the Client. Such enhancements shall form part of Periscoop’s intellectual property, and no rights or claims to ownership shall arise for the Client as a result of any such contribution.

    5. Nothing in these Terms shall be interpreted as granting the Client any right or license to use Periscoop’s trademarks, trade names, logos, or branding elements, unless expressly agreed in a separate written agreement.

  5. fees & payment

    1. Access to the Services is subject to payment of the applicable fees as described in a mutually executed order form, proposal, service agreement, or commercial schedule (the "Relevant Agreement"). Except as otherwise specified herein or in any Relevant Agreement, (a) fees are quoted and payable in Swiss Francs (CHF), or another currency agreed to by the parties and (b) payment obligations are non-cancellable and non-pro-ratable for partial months, and fees are non-refundable in accordance with Section 6.6.

    2. All fees are stated exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), withholding tax, or other applicable charges imposed by any jurisdiction. The Client is solely responsible for paying all such taxes associated with the Services, excluding taxes based on Periscoop’s income.

    3. Invoices will be issued in accordance with the payment terms specified in the Relevant Agreement and are due within thirty (30) calendar days from the date of receipt of any such invoice, unless otherwise agreed in writing. If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one- and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Periscoop within thirty (30) calendar days from the time such payment is due, Periscoop may suspend its Services until such payment is made.

    4. In the event of good-faith disputes related to invoiced amounts, the Client must notify Periscoop in writing within ten (10) days of receipt of the relevant invoice. The parties shall cooperate to resolve such disputes promptly and in good faith. Uncontested amounts shall remain payable during the dispute resolution period.

    5. Periscoop reserves the right to modify pricing upon renewal of the Client’s current subscription term or service agreement period. Any such changes will be communicated with at least thirty (30) days’ notice. Continued use of the Services after the effective date of any pricing change constitutes acceptance of the new pricing.

    6. No refunds shall be provided for unused Services, early termination, or partial months of use unless otherwise agreed in writing or as required by mandatory provisions of Swiss law.

  6. term & termination

    1. Term. These Terms shall become effective on the date the Client first accesses or uses the Services and shall continue in full force and effect until terminated by either party in accordance with this Section 7. If the parties have executed a separate Relevant Agreement, the term shall be as defined in that Relevant Agreement.

    2. Termination. Periscoop or the Client may terminate these Terms by giving thirty (30) calendar days written notice to the other party and in accordance with the terms of the Relevant Agreement. Periscoop or the Client may also terminate these Terms immediately by written notice if the other party materially breaches its obligations under these Terms and fails to cure such breach within fifteen (15) calendar days following written notice describing the breach in reasonable detail. Grounds for immediate termination include, without limitation:

      1. breach of confidentiality obligations;

      2. non-payment of fees beyond the due period;

      3. violation of intellectual property rights;

      4. unauthorized access to, or use of, the Services;

      5. use of the Services in violation of applicable laws or regulations.

    3. Effect of Termination. Upon termination of these Terms for any reason:

      1. all rights and licenses granted to the Client shall immediately cease;

      2. the Client shall promptly discontinue all use of the Services;

      3. any outstanding fees owed to Periscoop shall become effective immediately due and payable;

      4. each party shall return or delete any Confidential Information of the other party, unless retention is required by law or for compliance purposes;

      5. if applicable, the Client must disconnect or remove any installed integrations or access credentials associated with the Services.

    4. Survival. Sections that by their nature should survive termination shall continue in full force and effect, including, without limitation, Sections 5 (Intellectual Property), 9 (Confidentiality), 10 (Disclaimers), 11 (Indemnification), 12 (Cybersecurity & Incident Liability), 13 (Limitation of Liability), 14.2 (Governing Law and Jurisdiction), and any payment obligations incurred prior to termination.

  7. representations & warranties

    1. Each party represents and warrants to the other party that it has the legal right, authority, and capacity to enter into and perform its obligations under these Terms. The Client further represents and warrants that it will use the Services in accordance with all applicable laws, regulations, and third-party rights, including data protection laws.

    2. The Client represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to export restriction or economic sanctions under applicable laws. The Client further agrees not to use the Services in violation of any applicable export control laws or regulations, including those of the United States of America, the United Kingdom, Switzerland, or the European Union.

    3. Periscoop warrants that it will provide the Services using reasonable care and skill and in accordance with industry standards. Notwithstanding the foregoing, Periscoop does not warrant that the Services will be entirely error-free or uninterrupted, nor that they will meet the Client’s expectations or achieve specific outcomes. Periscoop’s Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Periscoop or by third-party providers, or because of other causes beyond Periscoop’s reasonable control, but Periscoop will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 

    4. Except as expressly set forth in this Section 8, and to the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded. 

  8. confidentiality

    1. Each party agrees to maintain the confidentiality of all Confidential Information disclosed to it by the other party, whether orally, electronically, or in writing that is designed as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

    2. Each party shall:

      1. use the other party’s Confidential Information only for the purpose of fulfilling its obligations under these Terms;

      2. not disclose Confidential Information to any third-party except as authorized in writing by the disclosing party or as required by law;

      3. take all reasonable precautions to protect the confidentiality of such information, including implementing physical, technical, and administrative safeguards;

      4. limit access to its employees, agents, or contractors on a need-to-know basis and ensure they are bound by confidentiality obligations no less restrictive than those set forth herein.

    3. These confidentiality obligations shall survive the termination of these Terms for a period of five (5) years or for as long as the information remains confidential, whichever is longer.

  9. disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND PERISCOOP DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE SWISS CODE OF OBLIGATIONS AND RELEVANT EU LEGISLATION, PERISCOOP EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS. THIS INCLUDES BUT IS NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION, SATISFACTORY QUALITY, AND NON-INFRINGEMENT.

PERISCOOP DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL MEET THE SPECIFIC REQUIREMENTS OR EXPECTATIONS OF THE CLIENT. WHILE PERISCOOP USES REASONABLE EFFORTS TO ENSURE THE FUNCTIONALITY AND RELIABILITY OF ITS PLATFORM, NO GUARANTEES ARE MADE REGARDING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF INSIGHTS, PROMPTS, ANALYTICS, OR OPTIMIZATION SUGGESTIONS GENERATED BY THE PLATFORM. PERISCOOP DOES NOT GUARANTEE CONTINUOUS AVAILABILITY OR UNINTERRUPTED ACCESS TO THE SERVICES, WHICH MAY BE AFFECTED BY FACTORS INCLUDING BUT NOT LIMITED TO THE CLIENT’S OWN INFRASTRUCTURE OR THIRD-PARTY DEPENDENCIES. SUPPORT IS PROVIDED ON A BEST-EFFORT BASIS.

CLIENTS ACKNOWLEDGE THAT AI-BASED OUTPUTS INHERENTLY CARRY A DEGREE OF VARIABILITY AND UNPREDICTABILITY, AND SHOULD NOT BE RELIED UPON AS DEFINITIVE, LEGALLY BINDING, OR REGULATORY-COMPLIANT GUIDANCE. PERISCOOP’S SERVICES ARE INTENDED AS SUPPORT TOOLS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, REGULATORY CONSULTATION, OR HUMAN OVERSIGHT.

PERISCOOP IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF CLIENT DECISIONS MADE SOLELY IN RELIANCE ON AUTOMATED OUTPUTS WITHOUT CONTEXTUAL REVIEW. THE CLIENT ASSUMES FULL RESPONSIBILITY FOR EVALUATING AND VALIDATING THE SUITABILITY AND COMPLIANCE OF ANY RECOMMENDATION, METRIC, OR AUTOMATION FLOW BEFORE IMPLEMENTING IT IN PRODUCTION OR REGULATED ENVIRONMENTS.

  1. INDEMNIFICATION

    1. Client Indemnification. The Client agrees to indemnify, defend, and hold harmless Periscoop, its affiliates, directors, officers, employees, contractors, and licensors from and against any and all third-party claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

      1. the Client or its Authorized Users’ breach of these Terms;

      2. the Client’s misuse or unauthorized use of the Services, including violations of applicable law or third-party rights;

      3. any Client Data, including claims that such data infringes intellectual property, privacy, or other proprietary rights;

      4. any business operations, decisions, or outcomes resulting from the Client’s reliance on recommendations or outputs from the Services without sufficient internal validation or compliance review.

    2. Periscoop Indemnification. Periscoop shall defend the Client against any claim, demand, suit, or proceeding ("Claim") made or brought against the Client by a third party alleging that the Services, when used in accordance with these Terms and without modification, infringe any Swiss, UK, USA or EU intellectual property rights, and will indemnify the Client for any damages, costs, and reasonable legal fees finally awarded against the Client by a court of competent jurisdiction, or agreed in a settlement approved by Periscoop, arising out of such a Claim. This indemnification obligation is subject to the following conditions:

      1. the Client promptly notifies Periscoop in writing of the Claim;

      2. the Client provides Periscoop with sole control over the defense and settlement of the Claim;

      3. the Client cooperates fully with Periscoop in the defense.

    3. Exclusions. Periscoop shall have no obligation under this Section for any claim that results from:

      1. use of the Services in violation of these Terms;

      2. modifications to the Services not made by Periscoop;

      3. use of the Services in combination with third-party products or services not expressly authorized by Periscoop;

      4. claims arising out of Client Data or business-specific workflows implemented by the Client.

    4. Remedies. If the Services are, or in Periscoop’s reasonable opinion are likely to become, the subject of an intellectual property infringement claim, Periscoop may, at its option and expense:

      1. procure for the Client the right to continue using the Services;

      2. modify the Services to make them non-infringing without substantially diminishing their functionality; or

      3. terminate the affected Services and refund any unused prepaid fees covering the remainder of the subscription terms.

    5. This Section sets forth each party’s sole and exclusive remedy with respect to claims of infringement of third-party intellectual property rights.

  2. cybersecurity & incident liability

    1. Periscoop maintains administrative, physical, and technical safeguards designed to protect the integrity, confidentiality, and availability of its infrastructure and the Services. These safeguards include access control protocols, encrypted transmission channels, continuous monitoring, and routine security testing.

    2. Each party agrees to implement and maintain reasonable security measures aligned with industry standards to protect its own systems from unauthorized access, malware, and cyber threats. The Client is responsible for ensuring that its own systems, data environments, and integrations with the Services are properly secured and not exposed to vulnerabilities arising from misconfiguration or negligence.

    3. In the event of a confirmed cybersecurity incident that directly implicates the Services or Periscoop’s infrastructure and results in unauthorized access to Client Data, Periscoop will notify the Client without undue delay, and in any case within seventy-two (72) hours of becoming aware of the breach. The notification will include a description of the nature of the incident, the data affected (if known), mitigation steps taken, and contact details for further communication. Periscoop will cooperate with the Client to contain and investigate the incident, and to fulfill any legal or regulatory obligations as required.

    4. Periscoop shall not be liable for incidents originating from:

      1. the Client’s internal systems or integrations;

      2. failures of third-party services not managed or controlled by Periscoop; or

      3. breaches that result from negligence, misuse, or misconfiguration on the part of the Client or its Authorized Users.

    5. The parties may agree in writing to additional security protocols, response plans, or cyber insurance requirements through separate data protection agreements.

  3. limitation of liability

    1. To the fullest extent permitted by applicable law, Periscoop’s total aggregate liability arising out of or related to these Terms, the Services, or any related transactions, whether in contract, tort (including negligence), warranty, or otherwise, shall not exceed the greater of (i) the total amount paid by the Client to Periscoop under the applicable agreement in the twelve (12) months immediately preceding the claim, or (ii) one thousand Swiss Francs (CHF 1,000).

    2. Under no circumstances shall Periscoop be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of revenue, profits, data, business opportunities, goodwill, or reputation, even if Periscoop has been advised of the possibility of such damages. These limitations apply regardless of the legal theory on which a claim is based and even if a remedy fails of its essential purpose.

    3. Periscoop shall not be liable for damages arising from:

      1. reliance on insights, analytics, or automated optimizations provided through the Services without proper human validation or business review;

      2. Client-side misconfiguration or misuse of the Services;

      3. unavailability or interruptions due to third-party services or force majeure events; or

      4. any integration, customization, or deployment of the Services performed by the Client or third parties without Periscoop’s explicit authorization.

    4. Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under applicable Swiss law or, where applicable, mandatory EU consumer protection law. This includes, without limitation, liability for death or personal injury caused by negligence, or liability for fraud or fraudulent misrepresentation.

    5. Each party acknowledges that the limitations and exclusions of liability set out in this Section reflect the allocation of risk agreed between the parties and that Periscoop’s pricing is set in reliance upon such limitations.

  4. miscellaneous

    1. Modification to Terms. Periscoop may revise these Terms from time to time to reflect changes in its business operations, applicable laws, or improvements to the Services. Any such updates will be made in good faith, with a commitment to transparency and contractual suitability. If the Client has executed a separate master service agreement, or order form, the provisions of that agreement will govern in the event of a conflict with these Terms. Any modification to these Terms shall not override or modify negotiated contractual obligations unless explicitly agreed in writing by both parties. Periscoop will notify Clients of any material changes at least thirty (30) days before they take effect. Notifications will be provided via email or prominently within the Services interface. Material changes include, but are not limited to, modifications to fees, core services functionality, data processing practices, or material obligations or limitations. The current version of these Terms will always be available at www.periscoop.com. Clients are encouraged to review these Terms periodically to stay informed of their rights and obligations.

    2. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law rules. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Zurich, Switzerland, unless another competent forum is mutually agreed in writing. This choice of law and forum shall not affect the statutory rights of Clients under applicable mandatory laws.

    3. Entire Agreement. These Terms comprise the entire agreement between the Client and Periscoop with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, or presentations and agreements (oral and written). No oral or written information or advice given by Periscoop, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.

    4. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

    5. Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.

    6. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

    7. Publicity. The Client grants Periscoop a limited, revocable, non-exclusive, royalty-free license to use the Client’s name and logo solely for the purpose of identifying the Client as a customer in Periscoop’s marketing materials, presentations, case studies, and on its website. Any broader use shall require the Client’s prior written consent.

    8. Contact Information. For any questions, requests, or concerns related to these Terms or the Services, Clients may contact Periscoop at:

      1. Email: support@periscoop.com 

      2. Mailing Address: Rieterstrasse 6, 8002 Zurich, Switzerland



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