General Terms and Conditions.

1. Definitions and interpretation

1.1  “Provider” / “ailean” means ailean Real Estate Technologies AG, Zypressenstrasse 60, 8004 Zurich (CHE-415.801.057). “Customer” means the business that accepts these T&Cs electronically in the ordering process. “Parties” means the Provider and the Customer together.

1.2  “Services” / “Platform” means the cloud-based AI services, software functions, interfaces (APIs) and related services provided by the Provider in accordance with the product/service description (PLV).

1.3  “AI Models” means the artificial intelligence models underlying the Services, including language models integrated via third-party interfaces as well as the Provider's application and orchestration logic. The Provider is the provider of the overall AI system and at the same time the operator of the integrated third-party model.

1.4  “Input” means all data, texts, files, entries (prompts) and other content that the Customer or its Users enter into or upload to the Services.

1.5  “Output” means the results, texts, analyses and other outputs generated by the Services on the basis of the Input.

1.6  “Users” means natural persons whom the Customer authorises to use the Services (e.g. employees, agents).

1.7  Headings are for convenience only and have no interpretative effect. “including” / “in particular” are not to be understood as exhaustive.

2. Conclusion of contract, B2B restriction and click-wrap

2.1  Business status (B2B clause). The Services are aimed exclusively at businesses, legal entities under public law and special funds under public law that conclude the contract in the exercise of their commercial or independent professional activity. By accepting these T&Cs, the Customer warrants that it is not a consumer and that it uses the Services exclusively for business purposes. Consumer protection provisions do not apply.

2.2  Conclusion of contract (signature-free / click-wrap). The Customer submits its contractual offer by completing and sending the application form provided by the Provider. The contract is concluded without any formal requirements as soon as the Provider accepts this offer. Acceptance takes place through delivery of the contract documents (including all annexes, namely PLV, SLA and DPA) by email and the commencement of service provision, namely the provisioning of the service and the delivery of the first onboarding information. The contract is deemed concluded at the latest upon commencement of service provision. A handwritten or qualified electronic signature is not required; acceptance by performance constitutes an implied declaration of intent (Art. 1 and Art. 11 CO). By using the service after receipt of the contract documents, the Customer declares its agreement with these T&Cs and the annexes. The Provider records the time of conclusion of the contract and the version of the contract documents applicable at that time.

2.3  Authority to represent. The acting natural person warrants that they are authorised to enter into this contract on behalf of the Customer.

2.4  Precedence. The Customer's general terms and conditions do not form part of the contract, even if the Provider does not expressly object to them. Deviating terms apply only insofar as the Provider confirms them in writing (text form suffices).

3. Subject of performance and right of use

3.1  Scope of services. The specific functional and service scope results from the product/service description (PLV), the booked order and the service level agreement (SLA) with regard to availability and support hours.

3.2  Right of use. For the duration of the contract and to the extent of the booked order, the Provider grants the Customer a simple (non-exclusive), non-transferable and non-sublicensable right, limited in time to the contract term, to use the Services as intended via the provided interfaces.

3.3  No source code, no transfer of ownership. Expressly, no source code and no right to inspect, reproduce, decompile or modify the source code of the Services or the AI Models is granted, except where mandatory law permits this. All rights in the Services, the software, the AI Models, model weights, the underlying technology and further developments remain with the Provider or its licensors. The Customer is granted no ownership, only the above right of use.

3.4  Usage restrictions. The Customer shall in particular refrain from (a) making the Services accessible to third parties outside the authorised group of Users, (b) replicating or extracting the AI Models or using them for training/distillation purposes for competing models, (c) circumventing security or access restrictions, or (d) using the Services unlawfully or in breach of contract.

3.5  Authorised Users. The Customer is responsible for its Users as for its own actions, including the safe custody of access credentials.

4. Rights in Input and Output

4.1  Input. All rights in the Input remain with the Customer or its licensors. The Customer grants the Provider a simple right, limited in territory and time to the purpose of contract performance, to process, store and transmit the Input insofar as this is necessary to provide the Services. The data protection treatment of personal data is governed by the DPA.

4.2  Ownership of the Output. As between the Parties, the Output belongs to the Customer. To the extent that any protective rights arise in the Output at all and are transferable, the Provider transfers to the Customer all transferable rights in the Output or grants a transferable right of use unlimited in time and content. The Customer may freely use the Output for its own business purposes.

4.3  Responsibility for Input and Output. The Customer ensures that it is entitled to enter the Input and that the Input and the intended use of the Output do not infringe any third-party rights (in particular intellectual property, personality or data protection rights) and do not violate applicable law.

4.4  Model improvement / training. Any use of Input or Output to improve, train or fine-tune the AI Models takes place only in accordance with and under the conditions of the DPA. Unless expressly permitted there, the Provider does not use customer-specific content for training purposes. Any improvements to the AI Models resulting from a permissible model improvement belong exclusively to the Provider, without affecting the Customer's rights in its own Output.

5. Nature of the AI services; disclaimer for AI results

5.1  Probabilistic nature. The Customer acknowledges that the Services are based on AI Models that generate results on a statistical-probabilistic basis. The Output may be incomplete, inaccurate, outdated, misleading or factually wrong (“hallucinations”) and is not reproducible. ailean will, however, endeavour to counteract this with appropriate measures in line with current technical possibilities.

5.2  No warranty of accuracy. The Provider gives no warranty for the accuracy, completeness, currency, suitability or reliability of the Output. The Output does not constitute legal, tax, financial, medical or other professional advice.

5.3  Independent review. The Customer is obliged to have the Output reviewed for accuracy and suitability by qualified persons on its own responsibility before any use, in particular before business-critical or legally relevant decisions. The Customer does not make decisions solely on the basis of the Output (“human in the loop”).

5.4  Disclaimer. Liability of the Provider for damage resulting from the substantive inaccuracy, incompleteness or unsuitability of the Output or from its use by the Customer is excluded to the extent permissible under section 10 (in particular Art. 100 CO). This exclusion does not apply to damage caused by intent or gross negligence on the part of the Provider.

6. Fees, indexation clause and overage

6.1  Fees. Fees are governed by the booked order or the price list valid at the time. Unless stated otherwise, prices are in Swiss francs (CHF) and exclusive of applicable statutory VAT. Deviations must be set out in an explicit terms sheet and confirmed by ailean.

6.2  Due date. Depending on the PLV, fees are due partly or wholly in advance for the respective billing period, unless agreed otherwise. In the event of late payment, the Provider is entitled to charge default interest under Art. 104 CO and, after a reasonable grace period, to block access to the Services.

6.3  Indexation clause (CPI). The Provider is entitled to adjust the recurring fees once a year as of 1 January in line with the development of the Swiss Consumer Price Index (CPI) of the Federal Statistical Office. The percentage change in the CPI since the last adjustment or since the start of the contract is decisive. Such an automatic inflation adjustment, linked solely to the CPI, does not constitute a price increase within the meaning of section 7 and does not give rise to any special termination right. The Provider communicates the adjustment with reasonable notice in text form.

6.4  Overage / pay-per-use. If actual usage exceeds the limits included in the booked plan (PLV), the additional usage (“overage”) is billed additionally at the pay-per-use rates valid at the time. The Provider states the applicable overage rates in the price list or the order. The Provider may inform the Customer when limits are approached; an obligation to throttle or give advance warning exists only where expressly agreed.

7. Price changes

7.1  Objectively tied adjustment right. Beyond the CPI adjustment under section 6.3, the Provider is entitled to adjust the fees to the extent that the costs relevant to service provision change. The decisive, exhaustively listed objective criteria are: (a) changes in hosting and infrastructure costs (in particular compute, storage, network, energy and data centre costs); (b) changes in the costs of third-party supplies procured by the Provider that are necessary for the Services (e.g. licence, GPU/compute, software and third-party costs); (c) changes in the CPI in accordance with section 6.3; (d) changes due to statutory or regulatory requirements that directly affect the cost structure (e.g. levies, taxes).

7.2  Binding effect and prohibition of purely discretionary increases. A price increase is permissible only to the extent that the aforementioned cost increases actually increase the total costs of service provision; cost reductions must be taken into account in favour of the Customer by the same standards. A price increase solely at the Provider's free discretion is excluded. On request, the Provider explains the adjustment criterion and the essential calculation basis in a comprehensible manner.

7.3  Procedure and special termination right. The Provider announces price adjustments under section 7.1 (with the exception of the CPI adjustment under section 6.3) in text form at least thirty (30) days before they take effect. If the fee increases as a result, the Customer has a special termination right as of the date the increase takes effect; the procedure follows section 8 mutatis mutandis.

8. Changes to these T&Cs

8.1  Announcement. The Provider may amend these T&Cs with effect for the future. The Provider announces amendments to the Customer at least thirty (30) days before they come into force in text form (e.g. email or notification in the platform) and makes the amended version available.

8.2  Right to object and special termination right. The Customer may object to the amendments in text form within the announcement period. If the Customer objects in due time, each Party has the right to terminate the contract extraordinarily as of the planned effective date of the amendment (special termination right). Until the termination takes effect, the previous T&Cs continue to apply.

8.3  Deemed acceptance (continuation fiction). If the Customer does not object within the period and continues to use the Services after the amendments come into force, the amended T&Cs are deemed accepted. In the announcement, the Provider separately points out the deadline, the right to object and the significance of silence (deemed acceptance).

8.4  Limits. Deemed acceptance does not apply to amendments that materially shift the contractual balance to the Customer's detriment (main performance obligations, fees); such amendments require express consent or are governed by sections 7 and 9 respectively.

9. Reservation of service changes and further development (continuous delivery)

9.1  Continuous delivery. The Services are continuously developed and updated by way of continuous delivery. The Provider is entitled to further develop, change, supplement or adapt functions, user interfaces, AI Models and technical procedures, insofar as this serves technical progress, security, the improvement of the Services or legal requirements.

9.2  Reasonableness / preservation of the core service. Changes are permissible insofar as the contractually owed core functional scope under the PLV is preserved and the change is reasonable for the Customer. Functional improvements and bug fixes do not require prior announcement.

9.3  Material restrictions. If the Provider intends a material restriction or discontinuation of a contractually essential function, it announces this with reasonable notice (as a rule thirty (30) days) in text form. If this leads to a more than insignificant impairment of the core service, the Customer has a special termination right in accordance with section 8.2.

9.4  Model updates. Updates to the AI Models used (including integrated third-party models) may change the behaviour and the Output of the Services. Such changes are deemed permissible further development within the meaning of this section; no warranty is given for constant model behaviour or identical results.

10. Warranty and limitation of liability

10.1  Warranty. The Provider performs the Services with the required professional care in accordance with the current state of the art. The SLA is decisive for availability and service levels. No quality beyond the SLA and the PLV, and no specific result — in particular with regard to the AI Output (cf. section 5) — is owed. To the extent permissible, the Services are provided “as is”; further implied warranties are excluded to the extent permitted by law.

10.2  Defect rights. In the case of reproducible defects of the Services for which the Provider is responsible, the Provider has the right and the obligation to remedy them within a reasonable period. The Customer's remedies for non-performance or defective performance are otherwise governed by the service credits and procedures of the SLA.

10.3  Principle of liability. The Provider is liable in accordance with statutory provisions for damage caused by intent and gross negligence and for damage resulting from injury to life, body or health. For slight and medium negligence, the Provider is liable only in the event of a breach of an essential contractual obligation (cardinal obligation) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely, and limited to the foreseeable damage typical for the contract.

10.4  Non-waivability (Art. 100 CO). Any exclusion of liability for unlawful intent or gross negligence is void under Art. 100 para. 1 CO; corresponding limitations in these T&Cs expressly do not apply to such cases. Mandatory liability provisions (in particular under the Product Liability Act) and liability for personal injury remain unaffected.

10.5  Liability cap. Insofar as liability can be limited under section 10.3 (i.e. outside intent, gross negligence, personal injury and mandatory liability), the Provider's total liability per contract year is limited to the higher of the following amounts: (a) CHF 50,000 or (b) the sum of the fees actually paid by the Customer in the twelve (12) months preceding the event giving rise to the damage.

10.6  Exclusion of indirect damage. Within the same scope (sections 10.3/10.5), liability for indirect damage, consequential damage, lost profit, unrealised savings, data loss (beyond restoration reasonable in line with the state of the art) and third-party claims is excluded.

10.7  Cooperation / data backup. The Customer is itself responsible for backing up its data and reviewing the Output (section 5.3). Contributory negligence on the part of the Customer reduces any claims accordingly.

10.8  Limitation period. To the extent permitted by law, contractual claims against the Provider become time-barred within twelve (12) months of knowledge of the damage and of the party liable; mandatory statutory limitation periods remain unaffected.

11. Customer obligations, indemnification

11.1  The Customer uses the Services in accordance with the contract and the law, observes the usage restrictions (section 3.4) and ensures that the Input and the use of the Output do not infringe third-party rights or applicable law.

11.2  Indemnification. The Customer indemnifies the Provider against third-party claims based on a use of the Services, the Input or the Output in breach of contract or law for which the Customer is responsible, including reasonable legal defence costs. Intent and gross negligence on the part of the Provider remain excepted.

12. Term and termination

12.1  Term. Term, renewal and ordinary notice periods result from the order. In the absence of any indication, a term of twelve (12) months applies, with automatic renewal for twelve (12) months at a time and an ordinary notice period of thirty (30) days to the end of the term.

12.2  Extraordinary termination. The right to terminate for good cause remains unaffected. Special termination rights under sections 7.3, 8.2 and 9.3 are reserved.

12.3  Form. Terminations require text form (e.g. email or a function in the platform).

12.4  Consequences. Upon the end of the contract, the right of use lapses (section 3.2). The return, release and deletion of data are governed by the DPA.

13. Confidentiality

The Parties treat confidential information of the other Party confidentially and use it only for contract performance. Excepted is information that is publicly known, was lawfully obtained from third parties or must be disclosed by law or official order. The processing of personal data is governed by the DPA.

14. Final provisions

14.1  Written form / text form. Amendments and supplements to this contract require text form, unless these T&Cs provide otherwise. This also applies to the waiver of this form requirement.

14.2  Assignment. The Customer may transfer rights and obligations under this contract only with the Provider's prior consent in text form. The Provider may transfer the contract to affiliated companies or in the context of a business transfer.

14.3  Severability clause. Should any provision of these T&Cs be or become wholly or partially invalid, void or unenforceable, the validity of the remaining provisions remains unaffected. The Parties will replace the invalid provision with a valid one that comes closest to the economic purpose of the invalid provision. The same applies to gaps in the provisions.

14.4  Choice of law. This contract and all related claims (including non-contractual ones) are governed exclusively by Swiss substantive law, excluding conflict-of-law rules and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.5  Amicable settlement and mediation. The Parties endeavour first to settle disputes arising out of or in connection with this contract amicably. If this does not succeed within thirty (30) days of written notice of the dispute, the Parties conduct a mediation under the Swiss Rules of Mediation of the Swiss Arbitration Centre before initiating arbitration. The seat of the mediation is Zurich; the language of the proceedings is German. If the mediation does not lead to a settlement within sixty (60) days of the appointment of the mediator, each Party is free to initiate arbitration in accordance with section 14.6. This section does not prevent a Party from applying for interim or protective measures (section 14.7).

14.6  Arbitration. All disputes arising out of or in connection with this contract that are not settled by mediation are finally decided, to the exclusion of the ordinary courts, by an arbitral tribunal under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in the version applicable at the initiation of the proceedings. The arbitral tribunal consists of a sole arbitrator. The seat of the arbitral tribunal is Zurich. The language of the proceedings is German; the Parties or the arbitral tribunal may determine English in international matters. Swiss law applies (section 14.4). Art. 176 et seq. PILA apply to international matters, Art. 353 et seq. CPC to domestic ones. The arbitral award is final; it is enforceable in Switzerland and, via the 1958 New York Convention, in the EU and internationally.

14.7  Reservation of state courts (subsidiary). Mandatory statutory jurisdictions and recourse to the state courts for interim and protective measures (Art. 374 CPC), for debt enforcement (DEBA) and for enforcement remain reserved. Where arbitration is inadmissible in an individual case, the exclusive place of jurisdiction is Zurich, Switzerland.

14.8  Order of precedence. In the event of contradictions, the order of precedence set out in section 2 of the master agreement applies.

14.9  Incorporated documents. The documents named in section 2 of the master agreement (sub-processor list, PLV, SLA, TOM) are not contract deeds but are deemed incorporated in their respectively published version; their amendment is governed exclusively by the respective amendment/approval mechanism.

Version: 29.06.2026 · Version 1.0 · ailean Real Estate Technologies AG, Zypressenstrasse 60, 8004 Zurich · CHE-415.801.057