General Terms and Conditions (GTC)
der WIN-WIN FOR WORK GmbH
Software-as-a-Service (SaaS) für die platform
«POWER DUCK Augmented Vital@Work Navigator»
as well as related services
Valid from: August 2026
Table of Contents
Preamble
§ 1 Scope, B2B Focus & Defence Clause
§ 2 Subject Matter, Scope of Services & Reservation of Further Development
§ 3 AI Use, System Limits & EU AI Act
§ 4 Obligations of the Customer & Employment Law Compliance
§ 5 Rights of Use, IP & Trademark Licensing
§ 6 Remuneration, Default in Payment, Blocking & Prohibition of Set-Off
§ 7 Warranty, SLAs & Notice of Defects
§ 8 Limitation of Liability
§ 9 Contract Term & Termination
§ 10 Data Protection & Confidentiality
§ 11 Final Provisions, Applicable Law & Jurisdiction
Preamble
WIN-WIN FOR WORK GmbH (hereinafter «WIN-WIN FOR WORK» or «Provider») is a technology-assisted consulting and Software-as-a-Service company operating at the intersection of traditional business development, process-oriented data management, and the provision of advanced software solutions supported by artificial intelligence.
At the core of the contractual service offering is the digitization of the proven Vital@Work method and its provision via the SaaS platform «POWER DUCK Augmented Vital@Work Navigator» (hereinafter «Platform» or «Navigator»). The Navigator serves purely as an assisting orientation and navigation tool that digitally maps the Vital@Work method in order to methodically support companies in the process-related structuring and guidance of change initiatives and transformation processes.
These General Terms and Conditions (hereinafter «GTC») govern the rights and obligations in connection with the use of the platform and the provision of consulting, training, and certification services by WIN-WIN FOR WORK.
§ 1 Scope, B2B Focus & Defence Clause
Exclusive B2B Focus: These GTC govern the entire contractual relationship between WIN-WIN FOR WORK and its contractual partners (hereinafter «Customer»). They are directed exclusively at entrepreneurs (legal entities, partnerships, and sole proprietorships with legal capacity) acting within the scope of their commercial or independent professional activities (B2B). Since these GTC apply exclusively to pure B2B business relations, any consumer protection regulations are fully and legally excluded.
Defence Clause: Deliveries, services, and offers by WIN-WIN FOR WORK are made exclusively on the basis of these GTC. Any deviating, conflicting, or supplementary general terms and conditions or purchasing conditions of the customer are hereby expressly and completely rejected. They shall not become part of the contract even if WIN-WIN FOR WORK does not expressly object to them in individual cases or unconditionally performs its contractual services in the knowledge of conflicting purchasing conditions.
Conclusion of Contract: A contract is concluded upon the written signing of an individual agreement or a proposal, a digital signature, electronic confirmation as part of a registration process, or implied action (konkludentes Handeln).
Components: In addition to these GTC, any individual contracts, the Service Level Agreement (SLA), the Data Processing Agreement (DPA) including the Technical and Organizational Measures (TOMs), and the Terms of Use form integral parts of the contract.
§ 2 Subject Matter, Scope of Services & Reservation of Further Development
SaaS Platform & Services: The subject matter of the contract is the provision of the platform for use via the Internet and the execution of training, certification, and consulting services.
Legal Nature of the SaaS Model: Under Swiss law, the provision of the platform via the Internet constitutes a innominate contract of a mixed type (typengemischter Innominatvertrag). It combines elements of temporary lease with work contract obligations and agency law elements. The parties agree to fully exclude the statutory lease warranty consequences and replace them with the specific remedy and SLA provisions of these GTC.
Legal Nature of Consulting & Data Success Management: Services in the areas of consulting, coaching, and Data Success Management are subject to agency law pursuant to Art. 394 et seq. of the Swiss Code of Obligations (CO / OR). WIN-WIN FOR WORK owes diligent, professional performance in accordance with the state of the art and the transmission of the Vital@Work method, but no specific economic success. No actionable claim exists for the customer regarding the achievement of specific transformation goals or quantifiable increases in revenue.
Certification Services: The training and issuance of certificates (e.g., Vital@Work Expert or Vital@Work Mentor) constitutes an educational contract primarily subject to agency law. Mere participation in training sessions or use of the platform does not establish an actionable legal right to receive a certificate. Issuance remains at the sole, dutiful discretion of WIN-WIN FOR WORK and is subject to passing quality assessments.
Reservation of Further Development: WIN-WIN FOR WORK operates the platform as a multi-tenant cloud architecture. It is entitled to adjust the platform, add new features, or modify or remove modules at any time within the product lifecycle, provided that the contractually agreed core purpose is not significantly impaired. No claim exists on the part of the customer to freeze a specific historical code status.
Demo Versions and Test Access: Demo versions or test accounts made available to the customer as part of testing phases, piloting, or free trials are limited to a maximum term of 14 days from activation, unless expressly agreed otherwise in writing. Upon expiry of this 14-day test and piloting phase, access is automatically blocked without prior notice and without requiring termination. No claim exists for the customer regarding permanent conversion into a paid subscription or continuation of the free phase.
§ 3 AI Use, System Limits & EU AI Act
Pure Assisting and Navigation Tool: The platform is based on state-of-the-art artificial intelligence models and is designed purely as a process-oriented assisting and navigation tool. The system serves exclusively for methodical support, the structuring of transformation processes, and the provision of non-binding recommendations for action. The system does not make autonomous operational decisions, does not carry out automated individual decision-making with legal effects for employees, and does not assign tasks algorithmically. Final decisions and ultimate responsibility always remain with the human agent on the customer side («Human-in-the-Loop»).
No Behavior Monitoring: The system is technically not designed for and incapable of monitoring, evaluating, or predicting the behavior, performance, or psychological state of individual employees in the workplace. To ensure these guardrails, the system exclusively processes free-text input. The collection and evaluation of biometric data as well as the recording of behavioral metadata are completely excluded on the system side.
Integrated Prompt and Content Filters (Input & Output via System Prompts and Instructions): Before text inputs are passed on system-side to generative language models (input layer) and before generated responses are delivered (output layer), the platform applies integrated, dynamic software prompt and content filters implemented directly at the application level as strict system instructions and system prompts. These system-side system prompts and instructions expressly do not serve for physical, distortive masking (redaction) of entered text data, thereby fully preserving the semantic processing quality, contextual content, and precise functionality of the Navigator for the user. Instead, these instruction filters at the application level ensure that users cannot determine, query, or generate performance appraisals, behavioral assessments, or personal KPI analyses of employees via the Navigator. They function as native guardrails directly embedded in the processing logic to enforce the processing prohibition on performance data (purpose limitation). This avoids external security and latency risks (e.g., via unreliable third-party proxies) while keeping full processing quality uncompromised to ensure Navigator functionality.
Right of Choice Regarding API and Model Infrastructure (Digital Sovereignty): When creating customer-specific configurations (individualization) and operating the various digital assistants on the platform, the principal (Customer) always retains the free and unrestricted choice as to which programming interfaces (APIs) and infrastructures shall process the data for the respective assistant. Options available include:
- Global infrastructures (involving global contractual partners where technical processing takes place in the US or EU), or
- Local Swiss infrastructures with a closed, self-contained model (hosted on Swiss servers at Infomaniak in Geneva), where the entirety of data processing (inference) and temporary execution takes place exclusively, seamlessly, and physically in Switzerland with no data leaking to third-party providers.
Through this flexible architecture, the customer’s digital sovereignty and autonomy are fully safeguarded. The principal can independently decide for individual assistants which model to actively use, change or adapt model configurations for its operational assistants at any time, and flexibly respond to changing internal compliance requirements. No specific model is prescribed for the assistants by the platform provider.
Preventive EU AI Act Classification: The parties mutually declare that the platform is classified as a minimal-risk AI system and does not fall under any high-risk categories under Annex III of Regulation (EU) 2024/1689 (EU AI Act), as it does not engage in profiling under data protection law and does not make performance- or behavior-based individual decisions in the workplace. For regulatory assurance, WIN-WIN FOR WORK provides the customer with a documented risk assessment pursuant to Art. 6 (3) EU AI Act. To meet transparency obligations under Art. 50 EU AI Act, all AI-generated outputs are marked by the system as artificially generated.
Restriction of IoT Connections: The evaluation of physical machine data or IoT (Internet of Things) devices is explicitly excluded. The system serves exclusively for process structuring based on human text inputs in order to fend off unauthorized data sharing obligations under the EU Data Act.
§ 4 Obligations of the Customer & Employment Law Compliance
Sole Compliance Responsibility: The customer bears sole legal and operational responsibility for ensuring that the use of the platform and services complies with applicable data protection and employment laws. This applies in particular to the protection of employee personality rights and compliance with the prohibition of behavior monitoring systems under Art. 26 (1) of Ordinance 3 to the Swiss Employment Act (Arbeitsgesetz).Alleinige Compliance-Verantwortung:
Sole Compliance Responsibility: The customer bears sole legal and operational responsibility for ensuring that the use of the platform and services complies with applicable data protection and employment laws. This applies in particular to the protection of employee personality rights and compliance with the prohibition of behavior monitoring systems under Art. 26 (1) of Ordinance 3 to the Swiss Employment Act (Arbeitsgesetz).
Sole Compliance Responsibility: The customer bears sole legal and operational responsibility for ensuring that the use of the platform and services complies with applicable data protection and employment laws. This applies in particular to the protection of employee personality rights and compliance with the prohibition of behavior monitoring systems under Art. 26 (1) of Ordinance 3 to the Swiss Employment Act (Arbeitsgesetz).
Strict System Decoupling for Quantitative Surveys:
▪ Insofar as quantitative employee surveys are conducted within transformation projects, this occurs via a technically fully decoupled platform of a specialized third-party provider.
▪ No API connection exists between these surveys and the platform’s AI systems or language models.
▪ For mathematical protection of the monitoring prohibition, evaluations of results are restricted to organizational units with a minimum size of 5 persons. Evaluation of smaller groups is technically blocked to categorically exclude re-identification of employees.
Indemnification Obligation: The customer undertakes to fully indemnify, defend, and hold harmless WIN-WIN FOR WORK upon first demand against all third-party claims and to assume all associated costs resulting from a breach of employment law, data protection law, or contractual duties by the customer.
§ 5 Rights of Use, IP & Trademark Licensing
Protection of Intellectual Property: All rights to the platform, AI models, algorithms, proprietary prompt structures, provided knowledge components («Knowledge Nuggets»), training infrastructure, and the «Vital@Work» method remain exclusively and fully with WIN-WIN FOR WORK.
SaaS License & Prohibition of Transfer: The customer is granted a simple, non-exclusive, non-transferable, and non-sublicensable right for the agreed term of the contract to use the platform over the Internet for its own internal business purposes. Transfer of use or login credentials to third parties is strictly prohibited. Each login is personal and may only be used by the respective authorized and registered person; sharing with colleagues or external third parties is impermissible. In cases of misuse or unauthorized sharing of login details, WIN-WIN FOR WORK is entitled to immediately and permanently block the affected account. Any reverse engineering, decompilation, copying, or systematic extraction of business logic is strictly prohibited and leads to immediate revocation of the license.
Rights of Use for AI Outputs: Rights to raw data entered into the system by the customer remain fully with the customer. Regarding specific process evaluations, reports, and transformation analyses generated by the platform’s AI models, the customer receives a worldwide, non-exclusive right of use limited to a duration of 10 years for its own internal business purposes, without transferring ownership rights in the generating engine.
Resellers Acting at Their Own Risk Accept Conditions & Waiver of Goodwill Compensation:
Strict Commercial Use Ban: To effectively fend off goodwill compensation claims, resellers are subject to a strict, temporally and geographically unrestricted commercial use ban regarding any end-customer data following the termination of the reseller contract.
Blocking & Deletion: WIN-WIN FOR WORK undertakes neither to contact the reseller’s end customers directly for sales purposes nor to transition them into a direct billing relationship after termination of the partnership, but rather to irrevocably block or delete isolated tenant instances upon the reseller’s request post-termination. As no customer base remains with the SaaS manufacturer, any basis for goodwill compensation is excluded.
Pass-Through Obligation: The reseller undertakes to seamlessly and legally transfer all usage, liability, data protection, and compliance obligations of these GTC to its end customers and remains liable to WIN-WIN FOR WORK for any violations by its end customers.
Trademark Licensing & Quality Assurance:
▪ The use of protected trademarks and logos of WIN-WIN FOR WORK by partners or resellers requires a written agreement.
▪ The licensee undertakes to offer and perform the corresponding services exclusively in accordance with the documented quality standards of WIN-WIN FOR WORK. WIN-WIN FOR WORK reserves the right to audit compliance with these standards. In the event of qualitative deficiencies or reputation-damaging behavior, the trademark license may be revoked with immediate effect and the partner contract terminated without notice.
Contractual Penalty: In the event of a breach of intellectual property rights, unauthorized dissemination of training materials, or violation of the agreed commercial use prohibition for end-customer data, the breaching party shall pay WIN-WIN FOR WORK a contractual penalty in the amount of CHF 50,000.– per case of violation. The right to claim further damages remains expressly reserved. Payment of the contractual penalty does not release the customer from the obligation to comply with the breached provision.
§ 6 Remuneration, Default in Payment, Blocking & Prohibition of Set-Off
Pre-Billing: Remuneration for SaaS licenses, subscriptions, and recurring platform usage is invoiced in advance for the agreed period. Consulting, training, and transformation support services are billed according to the rates in the individual agreement or the current price list.
Due Date & Automatic Default: Invoices are due for payment within 14 days (unless agreed otherwise in the individual contract) net. Upon expiry of the payment term, the customer is automatically in default without requiring further reminder.
Default Interest and Expenses: During default, the customer owes default interest of 5% p.a. WIN-WIN FOR WORK reserves the right to charge dunning fees for administrative expenses and to assign unpaid claims to a collection agency.
Right to Withhold Performance: If the customer remains in default after the expiry of a short grace period of 10 days, WIN-WIN FOR WORK is entitled to temporarily block the customer’s access to the entire platform. The remuneration claim of WIN-WIN FOR WORK continues in full for the duration of this blocking, as the infrastructure continues to be maintained.
Strict Prohibition of Set-Off: The customer is prohibited from setting off its payment obligations against any counterclaims against WIN-WIN FOR WORK, unless the counterclaims have been expressly recognized in writing by WIN-WIN FOR WORK or established by a final court judgment.
§ 7 Warranty, SLAs & Notice of Defects
No 100% Availability Guarantee: Uninterrupted, 100% availability of cloud services cannot be guaranteed due to technical reasons. The separate Service Level Agreement, which defines a realistic system availability at the defined handover point, is solely decisive for availability.
Exclusion of Tenancy Law Claims: Statutory tenancy law claims for reduction and the right to extraordinary termination due to insignificant server outages are fully excluded.
Restrictive Definition of Defects: A legally relevant defect exists exclusively if the platform shows a reproducible deviation from the contractually agreed service description, which restricts the contractual use not insignificantly. Insignificant deviations, optical discrepancies, or comfort limitations do not trigger defect rights.
Strict Duty to Give Notice of Defects: The customer is obliged to promptly report all identified defects to WIN-WIN FOR WORK in writing (via email with screenshots, error logs, and a comprehensible description of the symptoms), at the latest within 10 working days of their discovery. If the customer fails to give timely notice, the service is deemed to have been approved as contractually compliant with regard to this defect.
Exclusive Right to Rectification: In the event of a timely reported and significant defect, the customer is exclusively entitled to rectification, provision of software patches, or reasonable temporary alternative solutions/workarounds by WIN-WIN FOR WORK. Only if this rectification definitively and repeatedly fails after setting a reasonable grace period is the customer entitled to demand a reasonable reduction of the periodic remuneration. The customer is only entitled to extraordinary termination in the case of serious defects that completely prevent the contractual use of the platform and cannot be remedied.
Exclusion of Defects Due to External Influence: Any warranty is excluded for disruptions caused by the customer’s local IT infrastructure, unsuitable operating resources, incorrect data entries, operating errors by users, or third-party systems not controlled by WIN-WIN FOR WORK.
§ 8 Limitation of Liability
Exclusion for Slight and Moderate Negligence: The liability of WIN-WIN FOR WORK for slight and moderate negligence is, to the extent legally permissible under Art. 100 OR, fully excluded for any legal reason.
Exclusion of Indirect Damages: Liability for indirect damages, consequential damages, loss of production, lost profits, reputational damage, and loss of data (unless caused by grossly negligent breach of data backup by WIN-WIN FOR WORK) is fully excluded within the legally permissible framework.
Total Exclusion of Liability for Auxiliary Persons & Third-Party API Failures:
The Central Protection Mechanism: The liability of WIN-WIN FOR WORK for the conduct, errors, or breaches of duty by its auxiliary persons, vicarious agents, and external technology partners is fully excluded in advance for any degree of fault, in accordance with Art. 101 Para. 2 OR. This exclusion of liability is expressly maintained and explicitly extends to all malfunctions, unannounced API updates, or failures of external cloud and AI providers.
▪ If a data leak, act of sabotage, or system failure occurs with one of these technology partners, any direct or indirect liability of WIN-WIN FOR WORK towards the customer or reseller is completely excluded. For this purpose, the parties expressly agree that short-term outages, latencies, or malfunctions of local security filters are part of the general contractually accepted operational risk of cloud usage and can at most constitute slight negligence on the part of WIN-WIN FOR WORK. Liability for such failures is fully and effectively waived in accordance with § 8 Para. 1.
Liability Cap for Slight Negligence: In the event that a court should declare the complete exclusion of liability for slight negligence invalid in certain constellations, the total liability amount for all damages shall be limited to the amount of remuneration effectively paid by the respective customer in the 12 months prior to the occurrence of the damage.
AI-Specific Disclaimer:
▪ The platform serves exclusively for the procedural structuring and preparation of transformation processes. Any warranty for the factual correctness, completeness, or up-to-dateness of AI-generated recommendations and analyses is excluded.
▪ The technological risk of AI hallucinations lies exclusively with the customer.
▪ WIN-WIN FOR WORK is not liable for strategic, operational, or personnel decisions made by the customer based on platform outputs. The final review of the data before any implementation is solely the responsibility of the customer.
§ 9 Contract Term & Termination
Contract Term & Ordinary Termination: Unless a fixed term (fixed duration) has been agreed upon in the individual contract or order confirmation, contracts for platform use and recurring licenses are concluded for an indefinite period. Such contracts can be ordinarily terminated by either party, unless otherwise contractually agreed, with a notice period of one month to the end of the following month. Early ordinary termination during an agreed fixed term is excluded.
Termination of Memberships: Memberships are automatically renewed unless they are ordinarily terminated, unless otherwise contractually agreed, with a written notice period of one month to the end of the following month.
Extraordinary Termination: Both parties reserve the right to terminate the contract without notice for good cause. Good cause exists for WIN-WIN FOR WORK in particular if:
▪ the customer is in arrears with payments for more than 30 days,
▪ the customer or its end-users seriously violate the terms of use or intellectual property rights of WIN-WIN FOR WORK,
▪ the customer misuses the platform for unauthorized behavioral or performance monitoring.
Data Deletion After Contract End:
▪ WIN-WIN FOR WORK is entitled and obliged to irrevocably delete all customer-related project documents and accounts remaining on its servers in compliance with data protection regulations after a grace period of 30 days following the end of the contract, provided that no mandatory legal retention obligations prevent this.
▪ It is the customer’s responsibility to independently secure their data using the provided export functions before the expiry of this period.
§ 10 Data Protection & Confidentiality
Role Allocation: Regarding the content data processed by the customer on the platform, the customer acts as the data controller under data protection law and WIN-WIN FOR WORK as the instruction-bound processor in accordance with Art. 9 revDSG and Art. 28 GDPR.
Priority of the DPA: For all data protection and data security matters, the concurrently concluded Data Processing Agreement (DPA), including the Technical and Organizational Measures (TOM), is decisive. In the event of any contradictions between these GTC and the DPA, the provisions of the DPA shall have absolute priority.
Translation of Technological Guardrails: The AI guardrails implemented system-side are operated by WIN-WIN FOR WORK GmbH merely as a duty of care according to the current state of the art. Due to the inherent complexity of generative language models, 100% systemic error-free operation cannot be guaranteed. A technically induced failure of these filters or a software bug therefore does not constitute a breach of a performance guarantee and excludes the accusation of gross negligence. While observing this duty of care, WIN-WIN FOR WORK contractually assures the customer that the platform implements the following data protection security measures system-side:
▪ Security Monitoring and Temporary Data Storage (Summary Explanation of Security Monitoring by US-based Contract Partners): To ensure the security, stability, and integrity of the services provided, the technical infrastructure of the US-based contract partners standardly provides for automated, temporary security and abuse monitoring (abuse or safety monitoring). This runs in the background and serves exclusively to detect and ward off unauthorized system access, abuse, or serious policy violations. It is expressly agreed and contractually guaranteed that the transmitted content data (prompts and completions) will under no circumstances be used for training AI models or for product improvement by the providers. Since none of the US-based contract partners have an approved special agreement for Zero Data Retention (ZDR) or modified security monitoring (Modified Abuse Monitoring), the transmitted content data is temporarily stored on the protected infrastructures of the respective contract partners for abuse detection and ensuring system security. This security check is carried out according to the respective operator’s specifications. After this review window expires, this data is automatically and permanently deleted in the backend, unless there is a concrete, justified suspicion of system abuse or a security incident. In the event of a justified suspicion of abuse or security incidents, this period may be extended for the duration of the clarification and preservation of evidence.
Exclusion of Model Training: The customer’s content data will under no circumstances be used for training, fine-tuning, or improving the generative language models of the technology partners.
Input Masking: The contractor employs industry-standard filters to mask personal data as effectively as possible before API transmission; however, error-free masking in every single case cannot be mathematically guaranteed. To avoid misunderstandings, it is clarified that the system does not have physical masking filters (such as physical blacking out, redaction, or falsification of text inputs) or rigid PII (Personally Identifiable Information) filters, as such physical masking would impair the semantic processing quality, the contextual meaning, and the precise functioning of the navigator. Data processing therefore takes place in full semantic context while maintaining processing quality, while compliance with the principle of purpose limitation and the protection of personal rights is ensured by the application-integrated prompt and instruction filters (according to § 3).
Note on Telemetry Data: For the processing of purely technical telemetry data, crash reports, and system usage statistics to ensure operational security, stability, and platform improvement, WIN-WIN FOR WORK acts as an independent controller.
Confidentiality: Both parties mutually undertake to treat all business, technical, or organizational information obtained during the performance of the contract, which is marked as confidential or qualifies as confidential from the circumstances, as strictly confidential and to use it exclusively for the contractually agreed purpose. This obligation survives the termination of the contract.
§ 11 Final Provisions, Applicable Law & Jurisdiction
Requirement of Written Form: Amendments, additions, or the termination of the contract as well as these GTC require written form for their validity. This also applies to any waiver of this written form requirement.
Assistance of Third Parties: WIN-WIN FOR WORK is entitled to use the assistance of qualified third parties, subcontractors, or substitutes at any time and without restriction to fulfill its contractual obligations.
Severability Clause: Should any provision of these GTC be or become wholly or partially ineffective, invalid, or unenforceable, the validity of the remaining provisions shall not be affected thereby. In place of the ineffective provision, a legally permissible regulation shall apply that comes closest to the economic purpose of the ineffective provision.
Applicable Law: The entire legal relationship between the parties is exclusively governed by Swiss substantive law. The provisions of international private law and the United Nations Convention on Contracts for the International Sale of Goods are explicitly excluded.
Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the registered office of WIN-WIN FOR WORK (Küssnacht SZ / Immensee, Switzerland). However, WIN-WIN FOR WORK is also entitled to sue the customer at their general place of jurisdiction or any other competent court.