1. Scope, Operator Identity, and Legal Framework
1.1. These Terms and Conditions ("Terms") govern access to and use of the website located at layer-nine.ai (the "Website"), as well as all online services, information, materials, software demonstrations, and preliminary tools offered on or through the Website (collectively, the "Services").
1.2. The Website and Services are operated by Microfiche.app GmbH (trading as Layer Nine), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Switzerland, registered in the Commercial Register of the Canton of Graubünden under company registration number CH-350.4.007.922-2 and Swiss Federal Unique Identification Number (UID) CHE-469.286.682, having its registered office at Via Giuvs 17, 7013 Domat/Ems, Switzerland ("Layer Nine", "we", "us", or "our").
1.3. By accessing, browsing, or using the Website or Services, you ("User" or "you") acknowledge that you have read, understood, and agreed to be legally bound by these Terms and our Privacy Notice. If you do not agree with these Terms, you must immediately cease accessing and using the Website.
1.4. Order of Precedence for B2B Client Engagements: Specific enterprise AI execution layer technology, custom software integration, workflow automation, and technical advisory services provided by Layer Nine to business clients ("Clients") are governed by individual written service agreements, statements of work, or accepted offers (each, an "Offer" or "Technology Services Agreement") executed between Layer Nine and the Client. In the event of any conflict or inconsistency between these general Website Terms and a signed Technology Services Agreement or Offer, the provisions of the signed Technology Services Agreement or Offer shall strictly prevail.
2. Business Services Framework and B2B Engagement Mechanics
2.1. Layer Nine provides an AI execution layer and specialized integration services designed primarily for small and medium-sized enterprises ("SMEs"). Our technology connects existing business tools (including ERP, CRM, accounting, email, and API endpoints) and automates repetitive operational workflows with mandatory human approval checkpoints.
2.2. Offers and Formations: All production agent deployments, system integrations, and custom execution projects are formalized exclusively through written Offers (e.g., Offer Reference O-2026-042). Each Offer sets out the specific scope of work, technical deliverables, fee structure, payment terms, and operational prerequisites.
2.3. No Automatic Binding Contract: Visiting the Website, utilizing interactive demos, or submitting an inquiry, contact, or demo request form does not constitute a binding contract for production services. A binding contract for Layer Nine technology services is formed only upon the mutual written execution or written acceptance of a formal Offer by authorized representatives of both Parties.
3. Intellectual Property Rights, Deliverables, and Process Confidentiality
3.1 Reservation of Layer Nine Background IP
Layer Nine retains all right, title, and interest (including all patent, copyright, trade secret, trademark, and other intellectual property rights) in and to its pre-existing and independently developed intellectual property, platform architecture, core software code, generic templates, agent framework components, development tools, integration libraries, general know-how, and any generic improvements or modifications thereto (collectively, "Layer Nine Background IP"). Nothing in these Terms or any Offer transfers ownership of Layer Nine Background IP to any User or Client.
3.2 Client-Specific Agent Definitions
Subject to the full payment of agreed fees under an applicable Offer, Clients receive a perpetual, worldwide, non-transferable, non-sublicensable (except to authorized contractors operating on the Client's behalf), and irrevocable right to use, modify, and integrate any client-specific agent definitions (including source code, playbooks, prompts, configurations, custom workflows, and operational materials created specifically for the Client's business operations under said Offer) solely for the Client's internal business operations.
3.3 Protection of Client Business Processes
Layer Nine respects client operational security and confidentiality. Layer Nine agrees that, subject to Section 3.1, it shall not disclose, describe, or reveal a Client’s specific business processes, internal operational workflows, or implementation details, nor use them as public case studies or marketing references, without the Client’s prior written consent.
3.4 Website Intellectual Property
All text, graphics, user interfaces, visual interfaces, domain names, code, and content available on the Website are the exclusive property of Layer Nine or its licensors and are protected by Swiss and international intellectual property laws. Unauthorized copying, scraper crawling, modification, or distribution is strictly prohibited.
4. Artificial Intelligence, Dedicated Environments, and Model Training Prohibition
4.1. Absolute Prohibition on Public Model Training: Layer Nine strictly adheres to a zero-data-commingling policy. Client Data, business records, communications, prompts, and outputs processed through Layer Nine’s services are never used to train, fine-tune, improve, or evaluate any public, shared, or third-party artificial intelligence or machine learning models.
4.2. Dedicated Environment Isolation: Production AI processing, workflow executions, and tool integrations operate within dedicated or logically segregated environments for each Client. No Client data is commingled with data from other customers or exposed across customer boundaries.
4.3. Upstream Model Infrastructure: Layer Nine utilizes enterprise-grade AI model infrastructure (e.g., OpenAI, Anthropic) under strict zero-data-retention API agreements and Swiss-adapted Standard Contractual Clauses (SCCs). Upstream providers are legally bound not to retain or use Client data for model training or improvement.
5. Client Operational Responsibilities and Human Approval Gates
5.1. Supervision and Control: Clients remain the sole legal operators and supervisors of their deployed business processes. The Client is exclusively responsible for establishing internal business rules, providing accurate data and instructions, managing employee access permissions, and supervising agent outputs.
5.2. Mandatory Human Approval Gates: Crucial or high-impact business actions—including pricing changes, bulk database updates, external customer or supplier communications, refunds, and financial transactions—are configured with mandatory Human Approval Gates. The Client is responsible for designating qualified personnel to review and authorize actions at these gates. Layer Nine shall have no liability for actions authorized or rejected by Client personnel.
5.3. System Credentials: Users and Clients are responsible for maintaining the confidentiality and security of their own access credentials, API keys, and access permissions for connected third-party systems (such as ERPs, CRMs, or accounting platforms).
6. Warranties, Availability, and In-Kind Defect Correction Remedy
6.1. Website Availability: The Website and preliminary Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. Layer Nine does not guarantee uninterrupted, error-free, or secure access to the Website.
6.2. Professional Care: Layer Nine warrants that it performs its B2B services with reasonable professional care in accordance with applicable professional standards.
6.3. In-Kind Performance Remedy for Integration Errors: If a defect or integration error directly caused by Layer Nine’s services or integration work results in incorrect data or actions in a Client's authorized system, Layer Nine’s sole obligation and the Client’s primary remedy is for Layer Nine to correct the defect and restore the affected system or integration to the agreed state without additional cost, within a reasonable timeframe. This in-kind performance remedy constitutes a specific performance remedy and does not increase or expand the financial liability limits set forth in Section 7.
6.4. Third-Party Dependencies: Layer Nine is not responsible for service interruptions, API deprecations, downtime, or performance variations caused by third-party software, ERP systems, cloud providers, or LLM infrastructure outside Layer Nine’s direct control.
7. Limitation of Liability
7.1. Exclusion of Indirect Damages: To the maximum extent permitted by applicable Swiss law, Layer Nine, its directors, officers, employees, and agents shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of revenue, loss of data, business interruption, or reputational harm, arising out of or in connection with the Website or Services.
7.2. Financial Liability Cap: In connection with any B2B Technology Services Agreement or Offer, Layer Nine’s total aggregate financial liability arising out of or related to the Services, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total fees paid or payable by the Client to Layer Nine under the applicable Offer during the twelve (12) months immediately preceding the event giving rise to liability.
7.3. Statutory Exceptions: The limitations in Sections 7.1 and 7.2 do not apply to damages caused by fraud, willful misconduct, gross negligence (grobe Fahrlässigkeit), or liability that cannot lawfully be limited or excluded under mandatory Swiss law (Art. 100 Swiss Code of Obligations).
7.4. Exclusion of Contractual Penalties: Unless expressly agreed in a signed written Offer, Layer Nine shall not be subject to any contractual penalties, liquidated damages, or punitive per-breach fines.
8. Data Protection and Data Processing Agreements
8.1. Personal data collected through the Website or in connection with our Services is processed in compliance with the Swiss Federal Act on Data Protection ("FADP") and, where applicable, the EU General Data Protection Regulation ("GDPR").
8.2. Details regarding our data collection, processing purposes, subprocessors, and data subject rights are set forth in our Privacy Notice.
8.3. Where Layer Nine processes personal data on behalf of a business Client, the parties shall enter into a dedicated Master Data Processing Agreement ("DPA") conforming to Swiss FADP and GDPR Article 28 requirements.
9. Governing Law, Jurisdiction, and Miscellaneous
9.1. Governing Law: These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
9.2. Exclusive Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with these Website Terms is Domat/Ems or Zurich, Switzerland, subject to any mandatory statutory venue requirements.
9.3. B2B Contractual Exceptions: Individual B2B Offers or Technology Services Agreements may explicitly specify a different governing law and jurisdiction (e.g., Finnish law and courts for Finnish corporate clients) as mutually agreed in writing between the Parties.
9.4. Force Majeure: Neither party shall be liable for failure or delay in performing its obligations (except payment obligations) due to events beyond its reasonable control, including severe cyberattacks, global infrastructure outages, acts of government, or natural disasters.
9.5. Severability: If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.
10. Contact Information
Microfiche.app GmbH (trading as Layer Nine)
Via Giuvs 17
7013 Domat/Ems, Switzerland
UID: CHE-469.286.682 | Commercial Register: CH-350.4.007.922-2
Email: legal@layer-nine.ai / luca@layer-nine.ai
Website: https://layer-nine.ai