Version: V2.2 — 4 September 2026

1. Purpose, provider and scope

These General Terms and Conditions (the “GTC”) govern the provision of AQELIOS services to clients acting exclusively in the course of their professional activities (the “Client”).

The current provider is Andréas Dimitri Bergerat, an individual domiciled at Route du Pont-de-Pierre 7, 1822 Chernex, Vaud, Switzerland, contact@aqelios.ch (“AQELIOS”).

The GTC are not intended for consumers. They are intended for medical practices, SMEs and other professionals. The Client confirms that it is acting for professional purposes and that the person accepting the Contract has the required authority.

This version is limited to Swiss B2B relationships. Any commercialisation outside Switzerland requires specific written terms adapted to the country and Client concerned.

2. Definitions

• Services Schedule : document defining the activated functions, channels, integrations, volumes and services.
• Order Form : document accepted by the parties setting out the commercial and specific terms.
• Mandate Component : service that is legally governed by the rules on mandates, irrespective of its contractual designation.
• Contract : all documents listed in Article 3.
• Client Data : data transmitted, made accessible or generated on the Client’s behalf by means of the Service.
• DPA : data processing agreement applicable where AQELIOS processes personal data on the Client’s behalf.
• Set-up : initial scoping, configuration, configuration of rights and rules, testing and support services specified in the Order Form.
• Billing Period : the selected monthly or annual period.
• Service : AQELIOS functions and services expressly activated under the Order Form and Services Schedule.
• Authorised User : natural person authorised by the Client.

3. Contractual documents and order of precedence

Depending on the circumstances, the Contract comprises:

1. the Order Form, for its commercial and specific terms;
2. the DPA, for processing carried out on the Client’s behalf;
3. the Medical Schedule or any sector-specific or security schedule;
4. the Services Schedule and any expressly accepted SLA;
5. these GTC;
6. the Demonstration or Pilot Terms, for the phase they govern;
7. any documentation expressly incorporated.

In the event of a conflict, the specific document prevails for its subject matter in the order above. Any derogation in the Order Form must be express and identify the provision concerned. It may not set aside a mandatory rule. The website Privacy Policy governs AQELIOS’s own processing and does not replace the DPA.

4. Formation of the Contract and evidence

The website and demonstrations constitute information and invitations to enter into a relationship, not a binding offer. The Contract enters into force on the date the Order Form is signed or accepted, unless the Order Form expressly specifies another date. Set-up may then begin according to the agreed timetable. The recurring subscription begins only on the activation date agreed in the Order Form or determined under the express mechanism it provides.

Before acceptance, the Client receives the applicable documents in a format that can be consulted and retained. The version, date, identity of the signatory and evidence of acceptance are archived. Technical activation does not replace formation of the Contract.

5. Description and scope of the Service

Depending on its configuration, AQELIOS provides an operational intelligence layer designed to receive, understand, organise, prepare and track certain requests and, where authorised, execute them or submit them for approval.

The scope depends on the offering, users, sites, channels, rights, integrations, volumes and options described in the Order Form and Services Schedule. A function shown in a demonstration or described as a pilot, beta, roadmap item or future development is not included without a written commitment.

Signing the Contract authorises the commercial relationship and billing in accordance with the Order Form; it does not automatically activate a function subject to a technical, security, data protection or sector-specific prerequisite. Any function involving the processing of personal data on the Client’s behalf that requires a DPA remains disabled until that DPA enters into force. For medical practices, no use of real patient data is authorised before a subsequent activation that is express, documented and limited to a scope for which the applicable prerequisites have been met.

6. Offerings and Order Form

The commercial offerings are AQELIOS Essentiel, AQELIOS Continuité and AQELIOS Orchestration. Their names do not guarantee any function absent from the contractual documents.

The Order Form specifies in particular the offering, monthly or annual plan, price, Set-up, contractual date, planned onboarding and activation date, scope and options. Where relevant, it allocates the price among SaaS or infrastructure access, configuration or objectively verifiable deliverables, advisory or due-diligence services, and third-party commitments.

This allocation describes the services and their economic substance; it is not binding on a court or authority as regards their legal classification.

7. Set-up, onboarding and activation

Set-up covers exclusively the services and deliverables described in the Order Form, including, depending on the circumstances: initial scoping, configuration, configuration of rights and rules, testing, start-up documentation and activation support.

The parties distinguish between:

• the date on which the Contract is concluded;
• the start of onboarding;
• technical availability;
• the activation date and start of recurring billing;
• the acceptance criteria for any objectively verifiable result.

Set-up fees are billed separately from the subscription when onboarding begins. They remunerate the scoping, configuration, configuration of rules and rights, testing and activation support services included in the agreed scope. If the Client cancels before the services begin, only non-cancellable third-party commitments previously accepted by the Client may remain payable. Once the services have begun, AQELIOS provides a statement of the services actually performed, deliverables provided and accepted non-cancellable third-party commitments. No hourly rate that has not been agreed is applied.

If activation becomes permanently impossible for a cause attributable to AQELIOS, AQELIOS refunds the portion paid corresponding to services not performed and treats services already performed according to their legal classification. Article 404 of the Swiss Code of Obligations remains reserved for every Mandate Component.

One-off Set-up fees are separate from subscription fees. Their amount is that expressly accepted in the Order Form. For information, the commercial price list as at 4 September 2026 is: Essentiel CHF 490; Continuité CHF 890; Orchestration from CHF 1’490. This information does not establish a contractual price without an accepted Order Form.

An out-of-scope service or additional assistance is billed only if its scope and price, including any hourly rate, have been accepted in writing in advance.

8. AQELIOS’s obligations

AQELIOS undertakes to:

• provide the Service with the care of a professional service provider;
• comply with the configured scope and rights;
• maintain the agreed confidentiality and security measures;
• restrict or escalate ambiguous or sensitive actions in accordance with the validated rules;
• inform the Client of maintenance and incidents in accordance with the applicable documents;
• cooperate reasonably in the exercise of rights, continuity and reversibility.

9. Client obligations

The Client undertakes to:

• provide lawful and accurate information, instructions and data;
• hold the necessary rights, legal grounds and authorisations;
• define and validate the rules, rights, escalations and sensitive actions;
• manage Authorised Users, credentials, departures and access;
• protect its systems and third-party accounts;
• cooperate in testing and report incidents promptly;
• train its users and comply with the applicable professional obligations;
• not use the Service as an emergency system or as a substitute for a clinical decision.

10. Accounts and Authorised Users

Each account is personal, except for an expressly provided technical account. The Client remains responsible, to the extent attributable to it, for granting and withdrawing rights, maintaining the confidentiality of credentials and the actions of its Authorised Users.

AQELIOS may require appropriate authentication measures. Any suspected compromise must be reported without delay.

11. Integrations, third-party services and subcontractors

Certain functions depend on the Client’s systems or third-party providers. The Services Schedule identifies the activated integrations, responsibilities, prerequisites, costs and limitations.

AQELIOS is not liable for third-party unavailability not attributable to it, but remains responsible for its own obligations and, within the limits of applicable law, for its use of auxiliaries and subcontractors. AQELIOS selects and supervises its subcontractors with appropriate care.

For data subprocessors, the DPA provides for general authorisation, prior information in the event of an intended change and the Client’s right to object on serious objective grounds relating to data protection or security. The parties then seek a proportionate solution in good faith. AQELIOS guarantees neither the availability of an alternative technical solution nor an automatic right of termination, except where required by law or expressly agreed.

No provider used solely in development or pre-production is deemed active in production. Only providers and processing operations actually activated and recorded in the documents applicable to the Client form part of the contractual scope.

12. Prices, annual discount and Set-up fees

The reference commercial price list as at 4 September 2026 distinguishes monthly fees from one-off Set-up fees:

The annual monthly equivalent is provided for comparison only. The annual discount does not apply to Set-up. Prices displayed on the website constitute commercial information that may change. Only the accepted Order Form determines the contractual price, variable and third-party costs, and the treatment of VAT.

13. Invoicing and payment

The monthly plan is billed in advance at the beginning of each Billing Period. The annual plan is billed once and in advance for twelve months. Set-up is billed separately when onboarding begins.

Unless a specific term is expressly agreed in the Order Form, invoices are payable net within ten days of their issue date.

Prices are invoiced according to AQELIOS’s actual VAT status on the invoice date. The Order Form and invoice state whether VAT applies and, if so, how it is treated. No VAT liability is anticipated or asserted in the absence of an applicable status.

In the event of late payment, AQELIOS issues a formal notice. In the absence of a valid agreement to the contrary, the statutory default interest rate is 5% per year pursuant to Article 104 of the Swiss Code of Obligations. Only permitted, justified and documented collection costs may be claimed.

14. Monthly subscription

The monthly Contract is entered into for an indefinite term and continues in monthly periods. Either party may terminate it by giving 30 days’ notice to the end of a Billing Period. The Service remains accessible until the end date, subject to a valid suspension and Article 18.

15. Annual subscription and renewal

The annual Contract is entered into for twelve months from the activation date stated in the Order Form. The price is paid once and benefits from a 10% discount compared with twelve monthly payments at the reference monthly price.

To the extent legally permitted, the annual commitment covers SaaS access, licence and infrastructure components and other services not subject to mandatory mandate law. It does not restrict the right to terminate a Mandate Component at any time where Article 404 of the Swiss Code of Obligations applies.

The annual Contract renews automatically for successive twelve-month periods unless notice of non-renewal is received at least 30 days before expiry. AQELIOS intends to send a reminder to the contractual contact approximately 45 days before expiry. This reminder is an information measure. Its omission does not automatically create a new contractual termination window, unless applicable law so requires. The mechanism and expiry date must be clearly brought to the Client’s attention before acceptance.

16. Price changes

AQELIOS may change its prices reasonably, transparently and without retroactive effect. A change is notified at least 60 days before it takes effect.

No increase applies during an annual period that has already been paid. For annual plans, the new price applies only at the next renewal and the Client may prevent that renewal within the applicable period. For monthly plans, the Client may terminate before the increase takes effect. The right to change prices is not limited solely to changes in costs.

17. Ordinary and early termination; good cause

Notice of termination is sent by email to the contractual contact and must allow receipt to be established. AQELIOS confirms the end date.

Either party may terminate a component or the Contract for good cause, including a serious unremedied breach, persistent non-payment, unlawful use, a serious security breach, lasting legal impossibility or a serious breach of confidentiality. A ten-day cure period is granted where the breach can be remedied; it may be omitted if the situation is urgent, remedy is impossible or the seriousness of the breach justifies it.

Where early termination of an annual plan is legally possible, AQELIOS calculates the portion of amounts paid in advance corresponding to the unexpired period. Any refund due under the applicable regime is made after deduction of actual, substantiated, non-recoverable costs directly connected with the Contract and its early termination. Non-cancellable third-party commitments previously accepted by the Client may also be deducted where they remain applicable and legally relevant.

No arbitrary lump-sum compensation or automatic 20% penalty applies. For every Mandate Component, the mandatory rights under Article 404 of the Swiss Code of Obligations and legally compensable damage in the event of termination at an inopportune time remain reserved.

Where good cause is attributable to AQELIOS, amounts corresponding to services not provided are refunded, subject to applicable statutory rights.

18. Article 404 of the Swiss Code of Obligations and Mandate Components

The Service may comprise components of a distinct legal nature: SaaS or infrastructure access, configuration, deliverables with an objectively verifiable result, assistance, advice, analysis, recommendations or other due-diligence services.

The classification depends on the services actually promised, the parties’ interests, their interdependence and the centre of gravity of the relationship; it does not result solely from the designation used in the Contract.

Every Mandate Component may be revoked or renounced at any time in accordance with Article 404(1) of the Swiss Code of Obligations. If termination occurs at an inopportune time, the terminating party is liable for legally compensable damage under Article 404(2) of the Swiss Code of Obligations. No penalty or compensation may neutralise the mandatory right of termination.

The end of one component entails the end of the others only if they are not reasonably separable, if their centre of gravity requires a single regime, or if a valid agreement so provides without circumventing a mandatory rule.

19. Suspension

In the event of non-payment, AQELIOS may proportionately suspend all or part of the Service after a formal notice has remained without effect for ten days. The Client remains liable for amounts due and not disputed in good faith. Reactivation takes place within a reasonable period after payment and removal of the cause of suspension; reactivation costs are payable only if they were announced and accepted.

AQELIOS may suspend without waiting for that period to the extent strictly necessary in an emergency, where there is a serious security risk, unlawful use or a threat to the Service or third parties. Where possible, AQELIOS informs the Client, states the reason and allows the situation to be remedied.

20. Maintenance, support, availability and warranties

AQELIOS may perform scheduled or urgent maintenance and seeks to limit its impact. The support channels, hours, priorities and target response times are stated in the Services Schedule.

No quantified SLA applies at launch unless expressly accepted in a schedule. Where used, the phrase “24/7” describes only the possible continuity of configured automated processing; it does not constitute an SLA, an availability guarantee or a promise of permanent human support.

Subject to mandatory warranties and the Contract’s express commitments, AQELIOS does not warrant that the Service will be uninterrupted, error-free or suitable for a use outside the agreed scope. This limitation does not exclude AQELIOS’s responsibility for its own obligations.

21. Confidentiality

Each party uses confidential information solely for the Contract, restricts access to persons who need to know it and protects it with appropriate care. Information is not confidential where the recipient demonstrates that it is public without breach, was already lawfully known, was lawfully received from a third party or was independently developed.

Disclosure required by law is limited to what is necessary and, where permitted by law, is preceded by notice to the other party.

Ordinary confidential information remains protected during the Contract and for five years after it ends. Trade secrets, professional secrets and other secrets protected by law remain confidential for as long as their nature or the law requires.

22. Data protection, DPA and security

Each party complies with applicable law, including the Swiss Federal Act on Data Protection (FADP). Where AQELIOS processes personal data on the Client’s behalf, the DPA applies and specifies the instructions, purposes, categories, security measures, subprocessors, transfers, incidents, assistance, audits, retention, return and deletion.

Security measures are appropriate to the risks and described in the DPA or Services Schedule. The Client remains responsible for the lawfulness of its purposes and instructions and for informing individuals. AQELIOS does not process Client Data for incompatible purposes of its own.

23. Incidents, DPA audits, subprocessors and transfers

AQELIOS informs the Client without undue delay of a security breach involving data processed on its behalf and provides the reasonably available information required for the Client to meet its obligations.

The DPA gives priority to documentary evidence and audits. It governs a reasonable frequency, confidentiality, security, the avoidance of excessive disruption and allocation of costs. Unless an audit is required by an authority or exceptionally necessary because of an incident or serious indication of non-compliance, on-site audits are subsidiary. Costs are in principle borne by the Client, subject to appropriate reallocation where a material breach by AQELIOS is established.

Countries, entities, regions, remote access and transfer safeguards are documented solely on the basis of the production chain actually activated. No processing on the Client’s behalf that is subject to the DPA is activated before a DPA describing the relevant scope enters into force.

24. Client Data and use

The Client retains its rights in Client Data. It grants AQELIOS only the rights necessary to perform the Contract. AQELIOS may process Client Data where necessary to provide the Service, including where an artificial intelligence model must process a request in performance of the Contract. AQELIOS does not use Client Data to train or improve artificial intelligence models for its own account or that of third parties without a separate, express and legally valid agreement from the Client.

25. Intellectual property and specific developments

AQELIOS and its licensors retain all rights in the Service, the AQELIOS® trade mark, the software, interfaces, documentation, methods and their improvements. The Client retains its rights in Client Data.

During the Contract, the Client receives a non-exclusive, non-assignable and non-transferable right limited to its internal professional needs and the purchased scope. No source code or ownership right is transferred by default.

Ownership of or the licence to any specific development, and rights in pre-existing, generic or reusable components and improvements, are expressly determined in the Order Form. In the absence of an express agreement, no automatic assignment to the Client is presumed.

26. Restrictions on use

Unless permitted by mandatory law or a written agreement, the following are prohibited: resale, sublicensing, unauthorised access, circumvention of security, intrusive testing, abusive extraction, reverse engineering, copying or resale of protected elements, intentional overloading, unlawful content, and standalone use for an emergency or clinical decision.

No general non-compete obligation is imposed on the Client. Intellectual property, confidentiality and restrictions on use protect AQELIOS’s legitimate interests.

27. Warranties and liability

Each party is liable under Swiss law for non-performance or defective performance attributable to it, including under Article 97 of the Swiss Code of Obligations. No clause excludes or limits in advance liability for intent or gross negligence within the meaning of Article 100(1) of the Swiss Code of Obligations, or any liability that the law prohibits from being limited.

Subject to these reservations and to the fullest extent permitted by law, AQELIOS’s total aggregate liability arising out of or in connection with the Contract, for all causes and events combined, is limited to the total recurring fees paid or payable by the Client under the Contract during the twelve months preceding the event giving rise to liability. One-off Set-up fees and re-invoiced third-party costs are not included in this basis.

To the extent permitted, the parties may exclude indirect or consequential losses, including certain losses of profit, clientele, opportunity or reputation. Classification nevertheless depends on the specific loss, its causation and the obligation breached. Loss, corruption or unavailability of data is not automatically an indirect loss and may not be excluded in a manner that deprives an express backup, security or return obligation of its substance.

Each party takes reasonable measures to mitigate its loss. AQELIOS is not liable for the Client’s medical or business decisions, without this excluding technical, contractual or security fault attributable to AQELIOS. The use of auxiliaries remains governed by Article 101 of the Swiss Code of Obligations; this clause does not purport to exclude liability that applicable law prohibits from being excluded or limited.

28. Liability relating to third parties

AQELIOS does not warrant third-party services under the control of the Client or their providers. It nevertheless remains responsible for its own commitments and for statutory obligations relating to its auxiliaries and subcontractors. Interruptions, changes to or termination of a third-party service may require the scope to be adapted; the parties cooperate in good faith.

29. Force majeure

Neither party is liable for delay or non-performance caused by an external event reasonably beyond its control, provided that it informs the other party without delay, takes reasonable measures to mitigate the effects and resumes performance as soon as possible. Force majeure does not extinguish obligations already due or, in itself, confidentiality, security and data-protection obligations.

If the material impediment lasts for more than 30 consecutive days, either party may terminate the affected services without penalty. Amounts paid in advance corresponding to services not provided after the end date are refunded, after deduction of previously accepted non-cancellable third-party commitments that remain useful or payable despite the event.

30. Reversibility, export and deletion

At the end of the Contract, AQELIOS securely stops the automations and access. For 30 days after the end date, the Client may request a standard export of its Client Data in the format or formats applicable to the data concerned, including CSV, JSON or another agreed standard format, transmitted through a secure channel.

Advanced migration, transformation or reconstruction assistance may be billed only if its scope and price have been announced and accepted.

After the export window, data is returned or deleted in accordance with the DPA. Backups expire according to the technical cycle actually applicable to the activated Service and documented in the DPA or Services Schedule. AQELIOS provides confirmation of deletion only where legally and technically applicable, subject to limited retention required by law, security or the defence of legal rights.

31. Effects of termination of the Contract

On the end date, the right of access ceases, accrued amounts remain payable, ongoing services are treated according to their classification, and provisions relating to confidentiality, data, intellectual property, payment and liability survive to the extent necessary.

32. Amendments to the GTC

AQELIOS may immediately apply purely editorial corrections, non-material adjustments or changes necessary to comply with a mandatory legal obligation, provided that they do not materially reduce the Client’s rights.

Any adverse material change is notified at least 60 days in advance, transparently and without retroactive effect. For an annual Contract, it applies at the next renewal if the Client does not object by preventing that renewal within the applicable period. For a monthly Contract, it applies after the notice period if the Client continues the Contract without terminating it before the change takes effect.

The Client’s silence does not in itself constitute acceptance of a change during a fixed term. Any change requiring express consent applies only after such consent.

33. Notices

Contractual contacts are stated in the Order Form. Notices of termination, formal notices, significant incidents and material changes are sent by a means that allows their dispatch and receipt to be established.

34. Assignment, change of control and future AQELIOS entity

The Client may not assign the Contract without AQELIOS’s written agreement, except as part of a reorganisation that does not reduce the safeguards. AQELIOS may assign the Contract in connection with a transfer of its business, restructuring or change of control, provided that it informs the Client, preserves the Client’s rights and complies with the rules applicable to data.

A future takeover by an AQELIOS company does not occur automatically: it must follow a legally valid mechanism and be communicated to the Client.

A change of control does not in itself create an automatic right of termination. A specific right may be provided in the Order Form where justified by the Client’s identity, security or regulatory requirements.

35. Client reference, insurance, severability and waiver

AQELIOS may use the Client’s name, trade mark or logo as a commercial reference only with the Client’s prior consent.

AQELIOS states that it has professional indemnity or cyber insurance only if a policy has actually been taken out and applies. This Contract contains no representation concerning insurance, coverage obligation or promise to provide a certificate.

If a provision is invalid, the remaining provisions continue to apply to the extent permitted. The parties replace the provision with a valid rule that comes as close as possible to its lawful purpose. Failure to exercise a right does not constitute a waiver.

36. Governing law and jurisdiction

For the initial Swiss B2B version, the Contract is governed by substantive Swiss law, excluding its conflict-of-laws rules. The parties first seek an amicable solution. Subject to mandatory places of jurisdiction, the courts with subject-matter jurisdiction in the district of Eastern Vaud, Canton of Vaud, have exclusive jurisdiction over any dispute arising out of or in connection with the Contract. This choice of jurisdiction is agreed in accordance with Article 17 of the Swiss Civil Procedure Code.

37. Version and entry into force

Version: V2.2

The Contract enters into force in accordance with Article 4. The accepted version is archived with the Order Form. Functions subject to activation conditions remain governed by Articles 5, 22, 23 and 30 and by the Order Form.

In the event of any discrepancy in interpretation between the language versions, the French version shall prevail.