General Terms and Conditions (GTC)

Version V04 · Status: June 12, 2026 · magnet-Xs GmbH, Zofingen | 📄 Download GTC as PDF

Operator: magnet-Xs GmbH, Vordere Hauptgasse 104, 4800 Zofingen, Switzerland

§ 1 Scope and Subject Matter of the Contract

1.1 These General Terms and Conditions (GTC) govern the contractual relationship between magnet-Xs GmbH, Vordere Hauptgasse 104, 4800 Zofingen, Switzerland (hereinafter "Provider") and the users of the platform (hereinafter "Customer").

1.2 ACP is a Software-as-a-Service (SaaS) solution that enables the customer to generate AI-supported text suggestions for social media posts by uploading their own photos and videos and entering keywords, and to publish these on their own connected social media channels after manual review and approval.

1.3 The platform is exclusively aimed at commercial customers. By using the platform, the customer declares that they are acting as a natural or legal person or partnership in the exercise of their commercial or professional activity (entrepreneur within the meaning of the applicable law). ACP is used exclusively for commercial or professional purposes. The provisions of Swiss consumer protection law (in particular Art. 40a–f OR) do not apply.

1.4 Deviating, conflicting or supplementary GTC of the customer do not become part of the contract, even if the provider does not expressly object to them.

§ 2 Role of the Provider — Technical Service Provider

2.1 The provider provides the customer with the technical infrastructure for creating, managing and publishing social media content.

2.2 The provider acts as a technical service provider. It provides the customer with tools with which the customer can create, edit and publish content on their own social media channels. The provider uses artificial intelligence (AI), among other things, to provide the customer with text suggestions. The provider does not make any independent editorial decisions regarding the publication of content. The decision to publish lies exclusively with the customer (§ 3.3).

2.3 The provider does not carry out any editorial review, legal assessment or content control of the materials uploaded by the customer (photos, videos, texts) or the content generated by the system. In particular, the provider does not check the AI-generated texts for factual correctness, possible bias or factually incorrect statements (hallucinations).

§ 3 Duties and Responsibilities of the Customer

3.1 Content Responsibility: The customer bears sole and full legal responsibility for all content generated and published via their ACP account. This includes both the materials provided by the customer and the texts generated by the system that the customer approves.

3.2 Rights Clearance: The customer guarantees that they have all necessary rights (in particular copyrights, trademark rights and personal rights) to the uploaded photos, videos and texts. The customer ensures that valid and verifiable consents (model releases) are available for all visibly depicted persons, which also cover publication on social media.

3.3 Approval Process: No post will be automatically published by ACP without the customer's consent. The customer (or an authorized admin user) must explicitly approve each post in the "Content Cockpit". By approving, the customer confirms that:

• they have fully reviewed the content (text, image, video);
• the content does not violate applicable law or third-party rights;
• all necessary consents (in particular image rights, personal rights and data protection) are available;
• they assume sole legal responsibility for the approved content.

3.4 AI-generated Content: The customer is aware that texts and image adjustments are partly generated by Artificial Intelligence (AI). AI-generated content may contain errors, inaccurate, biased or factually incorrect statements. The customer is obliged to check these generated contents for correctness, completeness and legal harmlessness before approval. The provider assumes no liability for the correctness or legality of AI-generated content.

3.5 AI Labeling Obligation: The customer is solely responsible for complying with any legal labeling or disclosure obligations for AI-generated or AI-supported content (in particular according to the EU Artificial Intelligence Regulation / AI Act, insofar as applicable to the customer). The provider will, if possible, provide the customer with technical aids for this purpose (e.g. optional AI labeling in the post texts), but assumes no obligation for automatic labeling and no liability for failure to label by the customer.

3.6 Lawful Conduct: The customer undertakes not to use the platform for the dissemination of illegal, offensive, discriminatory, pornographic or violence-glorifying content.

§ 4 Roles and Access Data (Multi-User)

4.1 The customer (Account Owner) can create additional users in their account with different roles and permissions:

• Owner: Full rights — contractual partner of the provider, all permissions including approval and settings.
• Admin: Authorized to review, edit and approve posts for publication and to manage the team. Approvals by Admins are considered an act of the customer.
• Viewer / Employee: May only submit content (photos, videos, voice notes). Viewers have no approval or publishing rights.

4.2 The Account Owner is fully liable to the provider for all actions carried out under their account, regardless of which user (Owner, Admin or Viewer) carried them out.

4.3 The customer is obliged to keep access data, token links or other authentication means secret, to protect them from unauthorized third-party access and, in case of suspected misuse, to inform the provider immediately and change the access data.

4.4 The provider logs which user (User ID) approved which post at what time (Audit Log). This logging serves as evidence and traceability for both parties.

§ 5 Remuneration and Payment

5.1 The remuneration for the use of the platform is based on the currently valid price list on the provider's website or on an individually agreed offer.

5.2 Billing takes place — depending on the chosen billing model — monthly or annually, each in advance. Invoices are due within 10 days net from the invoice date.

5.3 In the event of payment default of more than 14 days, the provider is entitled, after a single reminder, to block access to the platform, without any claims for damages arising for the customer. The obligation to pay the remuneration continues during the blocking.

5.4 The provider is entitled to adjust prices with a notice period of at least 30 days for the next billing period. In this case, the customer has the right to terminate the contract at the end of the current billing period.

5.5 All prices are in CHF and exclusive of statutory value added tax (VAT), if applicable.

§ 6 Liability

Content Liability

6.1 Exclusion of Content Liability: The provider is not liable for the legal admissibility, correctness or suitability of the content provided, processed or approved by the customer. In particular, the provider is not liable for warnings, claims for damages or fines due to infringements of copyright, trademark rights or personal rights in the content approved by the customer.

Technical System Liability

6.2 Liability for Technical Contractual Obligations: The provider is liable for damages resulting from a breach of essential technical contractual obligations (e.g. errors in the audit log, incorrect assignment of posts to accounts, failure of the approval mechanism) within the legally permissible framework. Liability for intent and gross negligence remains unaffected in any case (Art. 100 para. 1 OR).

6.3 Liability Cap: Insofar as the provider's liability cannot be excluded, the provider's total liability per calendar year is limited to the amount the customer paid to the provider in the last 12 months before the damaging event.

6.4 Exclusion of Indirect Damages: For slight negligence as well as for indirect damages, consequential damages, loss of profit or data loss, liability is excluded within the legally permissible framework. This does not apply to the breach of essential contractual obligations within the meaning of § 6.2; in this respect, liability for slight negligence is limited to the contract-typical, foreseeable damage, but at most to the upper limit according to § 6.3.

Indemnification

6.5 Indemnification Obligation: The customer indemnifies the provider against all third-party claims based on content provided, processed, approved or published by the customer. This also includes reasonable costs of legal defense (attorney's and court fees).

6.6 Procedure for Third-Party Claims: The provider will inform the customer immediately about asserted third-party claims. The provider will conduct the defense in consultation with the customer and will not conclude any acknowledgments or settlements without the customer's consent, insofar as this is reasonable for the customer.

6.7 Exception: The indemnification obligation according to § 6.5 does not apply if the claim is based on intentional or grossly negligent conduct of the provider.

§ 7 Blocking of Content and Accounts (Notice-and-Takedown)

7.1 The provider is entitled to stop the publication of content or to remove already published content via the API interfaces if there are concrete indications that it violates applicable law (e.g. upon receipt of a warning, an official order or a complaint from a third party).

7.2 The provider will inform the customer immediately about the blocking and its reasons.

7.3 In the event of repeated or serious violations of these GTC, the provider is entitled to temporarily or permanently block the customer's account and to terminate the contract without notice (§ 9.2).

§ 8 Data Protection

8.1 The processing of personal data takes place in accordance with the provider's data protection declaration, which can be viewed at acp-authentic-content-pilot.com/datenschutz.html.

8.2 Insofar as the provider processes personal data on behalf of the customer (e.g. photos with depicted persons, employee data), the provider acts as a processor within the meaning of Art. 28 GDPR or the Swiss Data Protection Act (nDSG). The parties conclude a separate Data Processing Agreement (DPA) for this purpose.

8.3 The customer acknowledges that the provider uses sub-processors and external technical service providers for the provision of services, including those with data processing abroad, insofar as this is permissible under data protection law (in particular standard contractual clauses, adequacy decisions). The current list of sub-processors can be viewed in the DPA or in the data protection declaration.

8.4 The customer, as the controller, is responsible for ensuring that the processing of personal data via ACP is based on a valid legal basis. This includes, in particular, obtaining valid consents from persons who are visibly depicted in the submitted photos or videos.

§ 9 Contract Duration and Termination

9.1 The contract is concluded for an indefinite period and can be terminated by both parties with a notice period of 30 days to the end of a calendar month.

9.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

• the customer repeatedly or seriously violates these GTC (in particular § 3 and § 6);
• bankruptcy or insolvency proceedings are opened against the assets of a party or the opening is rejected due to lack of assets;
• the customer is in default with the payment of at least two monthly installments.

9.3 Terminations must be in text form (email is sufficient).

9.4 Upon termination of the contract, the customer's data will be handled in accordance with the provisions of the DPA (deletion or return within 30 days). The customer is not entitled to a refund of advance payments already made, unless the termination is due to an important reason for which the provider is responsible.

§ 10 Availability and Maintenance

10.1 The provider strives for high availability of the platform. A guarantee of availability is not given.

10.2 The provider is entitled to make optimizations, updates and functional enhancements to the platform at any time. In the event of planned interruptions that lead to temporary unavailability of the platform, the provider will inform the customer at least 3 days in advance by email or via the platform. The provider endeavors to carry out such interruptions outside of usual business hours (Mon-Fri, 08:00-18:00 CET). Urgent maintenance work to avert acute security risks or malfunctions may occur without prior notice; in this case, the provider will inform afterwards.

10.3 The provider is not liable for failures or functional restrictions that are due to force majeure, disruptions at third-party providers (in particular social media platforms, cloud infrastructure or API services) or circumstances for which the customer is responsible.

10.4 In the event of only temporary, insignificant interruptions in availability, there are no claims for reduction, withdrawal or damages, unless mandatory law or a liability of the provider according to § 6.2 applies.

§ 11 Intellectual Property

11.1 Customer Content: All rights to the content uploaded by the customer (photos, videos, texts, voice recordings) remain with the customer. The customer grants the provider a simple right of use, limited in time to the contract duration, insofar as this is necessary for the provision of the contractual service.

11.2 AI-generated Texts: The texts generated by the ACP system are made available to the customer for free use. The provider does not assert any copyright or other intellectual property rights to the generated content. However, the customer does not receive exclusive rights of use to the generated texts. AI-generated texts may not enjoy copyright protection under current law and can be freely used by third parties.

11.3 Platform and Software: All rights to the ACP platform (software, design, algorithms, workflows, brands) remain exclusively with the provider. The customer is granted a simple, non-transferable right to use the platform for the duration of the contract.

§ 12 Confidentiality

12.1 Both parties undertake to keep confidential all confidential information of the other party obtained in the course of the cooperation and to use it only for the fulfillment of the contract.

12.2 Confidential information includes, in particular: business strategies, customer data, technical details of the platform, price conditions and all information marked as "confidential".

12.3 This obligation continues even after the termination of the contractual relationship.

12.4 The confidentiality obligation does not apply to information that (a) is publicly known, (b) was already known to the recipient before the cooperation, (c) was communicated by a third party without a confidentiality obligation, or (d) must be disclosed due to legal or official order.

§ 13 Warranty

13.1 The provider performs its services with the diligence customary in the industry. No guarantee is given for the factual correctness, completeness, originality or legal harmlessness of the content generated by AI (cf. § 3.4). In particular, the AI may generate inaccurate, biased or factually incorrect statements.

13.2 The provider does not guarantee that the social media platforms connected via ACP (Instagram, Facebook, LinkedIn, X/Twitter, TikTok, etc.) are always functional, accessible or unchanged in their API functions. Changes to platform APIs by third parties (Meta, LinkedIn, X Corp. etc.) are outside the provider's area of responsibility.

13.3 The provider does not owe a specific quality or stylistic excellence of the AI-generated texts. The texts are suggestions that the customer independently checks and, if necessary, adjusts before approval.

§ 14 Amendment of the GTC

14.1 The provider is entitled to amend these GTC with effect for the future, provided that the amendment is necessary due to changes in law, technical developments, changes in third-party services or to close regulatory gaps and does not unreasonably disadvantage the customer.

14.2 Changes will be communicated to the customer at least 30 days before they come into effect by email. If the customer does not object within 30 days of receipt of the change notification in text form (email is sufficient), the amended GTC are deemed accepted. The provider will explicitly point out this legal consequence in the change notification.

14.3 Material changes to main performance obligations, prices or liability regulations require the express consent of the customer.

14.4 In the event of an objection, both parties have a special right of termination at the time the amended GTC come into effect.

§ 15 Final Provisions

15.1 Swiss law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of conflict of law rules.

15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Zofingen, Canton Aargau, Switzerland. Mandatory legal places of jurisdiction remain reserved.

15.3 Severability Clause: Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties will replace the invalid or unenforceable provision with a valid regulation that comes as close as possible to the economic purpose.

15.4 Amendments and additions to this contract require text form (email is sufficient). This also applies to the waiver of this text form requirement.

15.5 Assignments of rights or obligations from this contract by the customer to third parties require the prior written consent of the provider.

Appendix: Summary of Key Points

Not part of the contract — for overview purposes only

Version V04 — Status: 12.06.2026