Terms of Service

1. Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Custodian AI ("Custodian", "we", "us") and the business entity or individual ("Customer", "you") that subscribes to or uses the Custodian employee wellbeing monitoring platform (the "Service").

By registering for, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

2. Definitions

• "Service" means the Custodian SaaS platform, including all software, dashboards, APIs, documentation, and support services.
• "Customer" means the organization or individual that has entered into a subscription agreement with Custodian.
• "Employee" means an individual employed by or contracted to the Customer who uses the Service as an end user.
• "Employee Data" means any behavioral signals or analysis outputs derived from Employee interactions with workplace AI tools, as processed by Custodian on the Customer's behalf.
• "DPA" means the Data Processing Agreement, which governs Custodian's processing of Employee Data on behalf of the Customer and is incorporated by reference into these Terms.

3. Service Description

Custodian provides a platform that analyzes anonymized behavioral signals from employee conversations with AI assistants (ChatGPT, Claude, Gemini and Microsoft Copilot, and the coding assistants Claude Code, Codex CLI, GitHub Copilot CLI and Antigravity), captured by a browser extension or a command-line connector that each employee switches on to help organizations identify early indicators of AI-related cognitive overload, burnout risk, and disengagement.

The Service includes:

• A PII de-identification pipeline built on Presidio, an open-source library
• Behavioral signal extraction and clustering analysis
• An individual Employee wellbeing dashboard (private to each employee)
• Dashboard snapshots that a Custodian administrator analyzes and publishes during the pilot.
• An organisation view for the Customer's HR, with figures combined over at least five participants and no individual result.

4. Account Registration and Security

To access the Service, the Customer must register for an account and provide accurate, current, and complete information. The Customer is responsible for:

• Maintaining the confidentiality of account credentials
• All activities that occur under the Customer's account
• Promptly notifying Custodian of any unauthorized use at info@custodian.health

Custodian accounts are for organizational use. The Customer may designate multiple administrative users within its subscription tier.

5. Subscription and Payment

5.1 Plans

Custodian offers subscription plans as described on the Pricing page. Plan features and pricing are subject to change with 30 days' notice to existing subscribers.

5.2 Payment Terms

Subscription fees are due monthly or annually in advance, denominated in Swiss Francs (CHF) unless otherwise agreed in writing. Fees are non-refundable except as expressly stated in these Terms or required by applicable law.

Payment is processed by our authorized payment provider. The Customer authorizes Custodian to charge the Customer's payment method on each billing date.

5.3 Late Payment

If payment is not received within 14 days of the due date, Custodian may suspend access to the Service until outstanding amounts are settled.

5.4 Free Trial

Custodian may offer a free trial period. At the end of the trial, the Customer's account will convert to the selected paid plan unless cancelled. No payment is charged during the trial period.

5.5 Cancellation

The Customer may cancel at any time via the account settings or by contacting info@custodian.health. Cancellation takes effect at the end of the current billing period. No pro-rata refunds are provided for partial periods.

6. Customer Obligations

The Customer agrees to:

• Legal deployment: Deploy the Service in compliance with all applicable employment law, works council requirements, and collective agreements in the Customer's jurisdiction, including any requirement to inform or consult with employee representatives before deployment.
• Employee notification: Inform Employees about the use of Custodian, the nature of data processing, and their rights, in accordance with applicable data protection law and the DPA.
• Acceptable use: Use the Service only for its intended purpose of monitoring organizational wellbeing trends. The Customer must not attempt to use the Service to identify or surveil individual employees.
• Lawful basis: Ensure a valid legal basis exists under applicable law for processing Employee Data via Custodian.
• No circumvention: Not attempt to reverse-engineer, bypass, or disable the de-identification and access protections built into the Service.

7. Data Processing

The processing of Employee Data by Custodian is governed by the Data Processing Agreement (DPA), which is incorporated by reference into these Terms. The DPA covers:

• The subject matter and duration of processing
• The nature and purpose of processing
• The type of personal data and categories of data subjects
• The obligations and rights of the Customer as data controller
• Sub-processor obligations

In cases of conflict between these Terms and the DPA regarding data protection matters, the DPA shall prevail.

8. Intellectual Property

8.1 Custodian's IP

All intellectual property in the Service — including software, algorithms, dashboards, documentation, trademarks, and the Custodian name and logo — is owned by or licensed to Custodian. These Terms do not transfer any IP rights to the Customer. The Customer receives a limited, non-exclusive, non-transferable licence to use the Service during the subscription term for the Customer's internal business purposes.

8.2 Customer and Employee Data

The Customer retains ownership of its account data and Employee Data. By using the Service, the Customer grants Custodian a limited licence to process such data solely to provide the Service in accordance with these Terms and the DPA. Custodian does not claim ownership over Employee Data.

8.3 Aggregated Analytics

Custodian may generate fully anonymized, aggregated statistical insights from Service usage across its customer base for the purposes of product improvement and research. Such insights cannot be used to identify any individual or any Customer's organization.

9. Warranties and Disclaimers

Custodian warrants that it will provide the Service with reasonable skill and care and in accordance with these Terms. The Service is provided "as is" in all other respects.

To the maximum extent permitted by applicable law, Custodian disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Custodian does not warrant that the Service will be uninterrupted or error-free.

The Service is intended as an organizational awareness and early-warning tool. It does not constitute medical advice, psychological diagnosis, or a substitute for professional mental health services. Custodian is not liable for any decisions made by the Customer based on Service outputs.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Custodian's aggregate liability for any claim arising under or in connection with these Terms shall not exceed the total fees paid by the Customer to Custodian in the 12 months preceding the claim.
• Custodian shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits Custodian's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

11. Confidentiality

Each party agrees to keep the other party's confidential information — including technical, commercial, and financial information disclosed in connection with the Service — strictly confidential, and to use it only for the purposes of these Terms. This obligation survives termination of these Terms for a period of 3 years.

12. Term and Termination

These Terms commence on the date the Customer first accesses the Service and continue until terminated.

Either party may terminate these Terms:

• By the Customer: at any time, as set out in Section 5.5 (Cancellation).
• By Custodian: with 30 days' written notice for any reason; immediately upon written notice if the Customer materially breaches these Terms and fails to remedy the breach within 14 days of notice.

Upon termination, the Customer's access to the Service ceases. Custodian will retain and delete Customer and Employee Data in accordance with the DPA and applicable law.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Switzerland, in particular the Swiss Code of Obligations (CO), without regard to conflict-of-law principles.

Any dispute arising from or in connection with these Terms shall first be referred to good-faith negotiation between senior representatives of the parties. If the dispute is not resolved within 30 days, it shall be submitted to the exclusive jurisdiction of the courts of Zurich, Switzerland.

Consumer protection laws of the Customer's jurisdiction apply to the extent they cannot be waived by contract.

14. Amendments

Custodian may amend these Terms from time to time. Material changes will be communicated to the Customer at least 30 days in advance by email or in-platform notice. Continued use of the Service after the effective date of the amendment constitutes acceptance of the revised Terms. If the Customer does not accept the changes, they may terminate their subscription before the effective date with a pro-rata refund for the unused prepaid period.

15. General

• Entire Agreement: These Terms, together with the DPA and any order form, constitute the entire agreement between the parties regarding the Service and supersede all prior understandings.
• Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it later.
• Assignment: The Customer may not assign these Terms without Custodian's prior written consent. Custodian may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16. Contact