Terms and Conditions

1. Scope

These Terms and Conditions apply to all contracts between Ella Media AG, Metallstrasse 9a, 6300 Zug, Switzerland (CHE-370.592.352), and its customers (hereinafter "Customer") concerning the use of the Ella platform, including Voice-AI phone assistants, connections to practice or pharmacy management systems, and associated services.

Deviating or supplementary terms of the Customer shall only become part of the contract if Ella expressly agrees to them in writing.

2. Conclusion of Contract

Offers from Ella are non-binding. A contract is concluded as soon as the Customer accepts an individual offer from Ella in writing, signs a subscription contract, or completes the ordering process on the Ella platform and Ella confirms the order.

Making contact via the website, mailto links, or telephone does not constitute a binding offer; it serves solely to initiate a contract on a non-binding basis.

3. Description of Services

Ella provides the Customer with a cloud-based AI platform for processing incoming telephone and text communication for pharmacies, doctor's practices, MVZ (medical care centres), clinics, and comparable institutions. The specific scope of services, the integrations, and availability are set out in the respective individual contract or service level agreement.

Ella is entitled to further develop the platform at any time. Material changes that reduce the agreed scope of services will be announced to the Customer with reasonable advance notice.

The platform is operated in EU data centres and is compliant with the General Data Protection Regulation (GDPR), the Swiss Data Protection Act (revDSG), and the applicable requirements of the EU AI Regulation (AI Act).

4. Obligations of the Customer

The Customer ensures that all content, data, and information it provides to Ella for the delivery of the service is free of third-party rights and does not violate any applicable laws.

The Customer undertakes to keep access credentials to the Ella platform carefully, not to pass them on to third parties, and to inform Ella without delay if misuse of the access credentials is suspected.

Insofar as the Customer processes personal data of third parties (in particular patients) in the course of use, the parties shall conclude a separate data processing agreement in accordance with Art. 28 GDPR.

5. Prices and Payment Terms

The prices applicable in each case are set out in the individual offer or subscription contract. Unless otherwise agreed, subscriptions are invoiced monthly in advance. Invoices are due for payment without deduction within 14 days of receipt.

All prices are exclusive of the applicable statutory value added tax.

6. Term and Termination

Unless otherwise stipulated in the individual contract, the minimum term of standard subscriptions is one month; the subscription is automatically extended by one further month at a time if it is not terminated by the end of the term.

The right to extraordinary termination for good cause remains unaffected for both parties.

Terminations must be made in text form (e.g. email to office@ella-group.io).

7. Data Protection

The handling of personal data is described in the separate Privacy Policy. Where required, a dedicated data processing agreement is concluded between the parties.

8. Liability

Ella is liable without limitation for damages arising from injury to life, body, or health, and for damages caused intentionally or through gross negligence. In the case of simple negligence, Ella is liable only for the breach of a material contractual obligation ("cardinal obligation") and limited to the foreseeable damage typical of the contract.

Any liability beyond this, in particular for lost profit, missed savings, or indirect or consequential damages, is excluded to the extent permitted by law.

9. Confidentiality

Both parties undertake to treat all confidential information of the other party obtained in the course of the cooperation as confidential and to use it exclusively for the fulfilment of the contract. This obligation continues to apply even after the end of the contract.

10. Availability

Ella endeavours to operate the platform with the highest possible availability. Planned maintenance work is carried out outside business hours where possible and announced in good time. The specific availability commitments are set out in the respective service level agreement.

11. Changes to the Terms and Conditions

Ella is entitled to amend these Terms and Conditions with effect for the future if this is necessary for technical, economic, or legal reasons. Changes will be communicated to the Customer in text form six weeks before they take effect. If the Customer does not object to the change within four weeks of receipt of the notification, the change shall be deemed accepted.

12. Final Provisions

Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic intent of the invalid provision.

Swiss law applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Zug, Switzerland. In addition, Ella is entitled to sue the Customer at the Customer's registered place of jurisdiction.