A. General Provisions

1. Scope and conclusion of contract

1.1 These General Terms and Conditions apply to all services ("AION Services") that AION provides to the customer via its online platform ("AION Platform") or otherwise, including in particular the provision of the AION Platform, the posting of listings for business sales, the use of data rooms, AI-supported deal matching and communication with other AION customers via the AION Platform. The AION Services also include services provided by third parties engaged for this purpose (in particular subcontractors).

1.2 The customer agrees to these General Terms and Conditions as part of its registration on the AION Platform, as part of the conclusion of a separate contract or otherwise, whereby a customer contract comes into effect between AION and the customer ("Customer Contract"). These General Terms and Conditions form an integral part of the Customer Contract.

1.3 Any contractual terms that the customer may wish to apply additionally are hereby rejected and shall therefore not apply. This is subject to any expressly deviating provision signed by both parties.

2. Definitions

2.1 Customer: the customer is the natural or legal person who has concluded a Customer Contract with AION and is accordingly entitled to use the AION Services in accordance with the Customer Contract (including these General Terms and Conditions).

2.2 Customer account: as part of registration on the AION Platform, a customer account is created for the customer, after which AION provides the customer with the corresponding access data. In the customer account, the customer can, among other things, manage its details (name, address, email, etc.) and its Customer Contract, view invoices, and, as a seller, manage the details of the company recorded by it as a listing.

2.3 Buyer: a buyer is a customer who is interested in buying a company via the AION Platform. As a buyer, the customer can in particular view the listings, including data rooms, of sellers, communicate with sellers via the AION Platform and use AI-supported deal matching and analytics. Use of the AION Services in the role of buyer takes the form of a paid subscription (see clause 7).

2.4 Seller: a seller is a customer who wishes to sell a company via the AION Platform and for that purpose posts a соответствing listing (or several listings) on the AION Platform. Use of the AION Services in the role of seller is generally free of charge. A fee in the form of a commission only becomes payable upon the sale of the company (see clause 6).

2.5 M&A adviser: an M&A adviser is a customer who participates as a cooperation partner of AION in company sales and receives a success-based share of the proceeds (profit sharing) in return (see clause 8).

2.6 Listing: a listing is the posting of a company for sale on the AION Platform. A listing includes, among other things, a company profile, a financial summary, the industry classification, the location, the asking price, a teaser document and a data room.

3. AION Services

3.1 AION provides the AION Services in accordance with the Customer Contract (including these General Terms and Conditions). The specific services are shown to the customer when the Customer Contract is concluded as part of the registration on the AION Platform or set out in any separate contract.

3.2 AION aims for the highest possible availability of the AION Services, in particular the AION Platform. However, continuous availability of the AION Services cannot be guaranteed. The same applies in respect of the quality, security, operation and support of the AION Services. AION Services for which no other service level has been agreed are provided on a "best effort" basis. "Best effort" means that AION uses the resources available to it to endeavour, in a reasonable and economically acceptable manner, to provide the AION Services, but without giving any specific assurances or warranties (for example regarding compliance with certain response or processing times).

3.3 AION may temporarily restrict the availability of the AION Services if this is necessary, for example in view of capacity limits or the security or integrity of the infrastructure or to carry out technical maintenance or repair work, and if this serves the purpose of properly providing or improving the AION Services.

B. Right of use and intellectual property rights

4. Right of use

4.1 AION grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the AION Services, limited to the term of the Customer Contract, in accordance with the Customer Contract and the scope agreed therein.

4.2 If the customer is a buyer with a paid subscription, the right to use the AION Services arises upon full payment of the initial fee by the customer and remains in place as long as the customer pays the further fees due within the relevant payment periods.

4.3 Subject to any expressly agreed otherwise by the parties in text form, this clause 4 governs the use of the AION Services conclusively. Any use of the AION Services beyond this is not permitted.

5. Intellectual property rights

5.1 Unless expressly agreed otherwise by the parties in text form, the Customer Contract does not provide for any transfer of ownership.

5.2 By concluding the Customer Contract, the customer acknowledges that all rights (ownership, copyright, trademark rights, etc.) in the AION Services (in particular the AION Platform) and the AION website belong to AION (or the respective entitled third parties).

5.3 The customer is not permitted to copy content of the AION Services or the AION website in whole or in part, to decompile the source code or underlying structure, ideas, know-how or algorithms of the AION Platform and the AION website, to reconstruct them by means of reverse engineering, to redistribute them, or to make them accessible via framing or other methods. In no event is it permitted to publish non-public content of AION outside the AION Services.

C. Remuneration, invoicing and payment terms

6. Remuneration in relation to sellers (commission)

6.1 Commission and basis of calculation: in the event of the sale of a company, AION shall be entitled, as remuneration for successful brokering and handling, to a success-based commission of 4% (excluding VAT) of the total purchase price agreed in the purchase agreement, payable by the seller.

6.2 Commissionable components: as part of the total purchase price and thus as the basis for calculating the commission, all consideration provided by the buyer shall count, in particular cash payments, earn-out arrangements (upon actual realisation), seller loans and other non-cash benefits, valued at their market value at the time the purchase agreement is concluded.

6.3 Non-commissionable components: liabilities of the company assumed by the buyer, adjustments to working capital, as well as tax-optimised structures that do not lead to an increase in the consideration for the seller, are not included in the calculation of the commission.

6.4 Due date of the commission: the commission becomes due 50% upon signing of the legally binding purchase agreement (signing) and 50% upon completion of the transaction (closing). For earn-out components, the corresponding partial commission is calculated pro rata and becomes due at the time of actual realisation of the earn-out payment.

6.5 Post-contractual claim to commission: AION's entitlement to this commission shall also continue to exist if the sale takes place within 12 months after termination of the Customer Contract concluded between AION and the seller to a buyer who was contacted or otherwise involved in the sales process by AION during the term of the Customer Contract.

7. Remuneration in relation to buyers (subscription fee)

7.1 If the customer is a buyer and uses the AION Platform, it owes a subscription fee. The amount of the subscription fee depends on (i) the scope of the functions used, (ii) the number of transactions managed, (iii) access to premium databases and analytics, and (iv) individual service level agreements.

7.2 In relation to the subscription fee, the customer is provided with a detailed price list separately and this may be amended by AION at any time with 30 days' notice. All prices are exclusive of taxes (in particular VAT) and any duties, fees and expenses.

7.3 The customer must specify a means of payment for payment of the subscription fee. The available means of payment are shown to the customer at the time of ordering. The customer authorises AION and/or the relevant payment service provider to store its means of payment and to make regular payments in the form of electronic debits/charges via the specified means of payment.

7.4 By the recurring use of AION Services in the form of a subscription, the customer undertakes, for the term of the Customer Contract and/or subscription, to pay the monthly subscription fee due in advance to AION via the chosen means of payment. If desired, the customer must cancel the subscription before the next billing date so that no further remuneration is charged or invoiced for continued use of the AION Services.

7.5 In the event of non-payment for AION Services when due (in particular if the customer's means of payment cannot be charged), the customer is automatically in default. AION is entitled to charge a processing fee for the expenses and costs incurred in connection with non-payment of invoices. The assertion of further default damages, including statutory interest and debt collection costs, remains reserved.

7.6 The subscription fee may be paid with promotion codes. Promotion codes cannot be combined, i.e. only one code may be used at a time. The promotion code and thus the total or remaining value of the promotion code expires on the date specified when issued. There is no entitlement to reimbursement of the total or remaining value, whether by exchange, cash payment, credit to a credit card or otherwise.

8. Remuneration in relation to M&A advisers (profit sharing)

8.1 M&A advisers who participate as cooperation partners of AION in a company sale receive, in relation to the relevant transaction, a success-based share of the proceeds (profit sharing) from the commissions earned by AION in accordance with clause 6.1.

8.2 The amount of the participation (profit-sharing share) depends on the scope of the services provided by the M&A adviser and is set out in a separately concluded agreement between AION and the M&A adviser. This depends in particular on (i) the M&A adviser's qualifications and experience, (ii) the complexity of the transaction, (iii) the degree of independent handling of the mandate by the M&A adviser and (iv) the extent of use of the AION Platform.

8.3 AION shall pay the M&A adviser the corresponding amounts of the participation (profit sharing) within 10 working days of receiving the corresponding commissions from the seller (50% at signing, 50% at closing).

8.4 AION shall provide the M&A adviser with a statement in which the calculation of its participation and all related bases are documented in a comprehensible manner.

9. Remuneration for further services

If AION provides the customer with additional services for a fee, the customer is obliged to pay the separately determined fees for these services (for example fees for customer onboarding, training, etc.).

D. Obligations and assurances of the customer

10. General obligations and assurances

10.1 The customer is obliged to use the AION Services in strict compliance with the Customer Contract and all applicable laws and official regulations. Any abusive or unlawful use is prohibited. In particular, the customer undertakes:

  • in the context of using the AION Services (in particular on the AION Platform) in the context of listings or in communication with other AION customers, only to store, publish, transmit and distribute content such as documents, texts, images and videos which it is authorised to pass on, i.e. (i) either the customer itself owns the rights to the relevant content or (ii) if the customer itself does not own the rights to the relevant content, it assures AION that it has obtained all necessary rights, licences, consents or similar in advance. This applies in particular to copyright-protected content and to company and brand names. Responsibility for all content that is stored, published, transmitted or distributed lies solely with the customer,

  • not to store, publish, transmit or distribute any racist, offensive, discriminatory, defamatory, sexual, violent or otherwise unlawful content in or via the AION Services (in particular the AION Platform),

  • not to copy, distribute or transmit data accessible via the AION Services (in particular the AION Platform) without the express consent of the respective rights holder, or to read out such data using technical aids such as crawlers or bots.

10.2 AION reserves the right to suspend the provision of the AION Services in the event of abusive or unlawful use or to terminate the Customer Contract with immediate effect. If such conduct results in damage, claims, penalties or other costs, including in connection with a data protection breach, the customer shall be fully liable and shall indemnify AION against all losses and expenses arising therefrom.

10.3 The customer undertakes to keep the information provided to AION up to date, accurate and complete, including in particular its means of payment, if relevant.

10.4 The customer undertakes to protect its authentication data against unauthorised access in accordance with the current state of the art and to inform AION immediately in the event of suspected unauthorised access to its customer account.

10.5 The procurement, installation, maintenance and operation of any necessary software and hardware within the customer's sphere of influence are the sole responsibility of the customer. AION is in no way responsible or liable for the customer's internet access, including, without limitation, any problems relating to connection speed, bandwidth or latency which impair access to or use of the AION Services.

10.6 The customer is obliged to report any defects and technical faults to AION without delay. In doing so, it shall take into account AION's instructions for analysing the problem and provide AION with all information available to it that is necessary to remedy the defects and faults.

10.7 The customer is aware that the transfer of goods (data, goods, software, technology) may be subject to the applicable export control regulations. The existence of all export authorisations required by law is a prerequisite for the performance of the Customer Contract and the use of the AION Services. The customer shall be deemed to be the exporter and importer (where applicable) of its data, goods, software or technology and acknowledges that AION is not involved in the export or import process.

11. Obligations of the seller

11.1 Duty to provide information and details: the seller undertakes to provide AION with all information necessary for the conduct of the sales process in full, truthfully and on time. This includes in particular business documents, annual accounts, contracts, legal documentation and all other decision-relevant information.

11.2 Duty to notify material changes: the seller is obliged to inform AION immediately of all material business events, changes in financial position, financial status or earnings, and other circumstances that are or may be significant for the sales process.

11.3 Active cooperation: the seller undertakes to actively cooperate in the sales process. This includes in particular participation in management presentations, granting the necessary access for due diligence reviews and constructive support in negotiations with potential buyers.

11.4 Confidentiality: the seller undertakes to maintain the strictest confidentiality regarding the intended sale and the ongoing process and to disclose information only to those persons involved in carrying out the transaction.

11.5 Breach: if the seller fails to comply with its obligations and this delays the sales process by more than 30 days, the term of the Customer Contract shall be extended accordingly. In the event of repeated breach of the obligations, AION may terminate the Customer Contract with 14 days' notice and charge the seller for all expenses and costs incurred.

12. Exclusivity and sole agency in relation to sales mandates

12.1 The sales mandate granted to AION by the seller via the Customer Contract is exclusive and sole. The seller undertakes not to engage any other advisers, brokers or intermediaries to sell its company, or otherwise allow them to act, during the entire term of the Customer Contract.

12.2 The seller also undertakes not to conduct any sales negotiations with potential buyers during the entire term of the Customer Contract and to refer all interested buyers to AION immediately. This applies in particular to interested parties who contact the seller directly.

E. Entry into force, term, termination and suspension

13. Entry into force, term and termination

13.1 The contractual relationship begins upon conclusion of the Customer Contract.

13.2 If the customer is a seller, the Customer Contract is concluded for an initial term of 12 months. If, 10 months after the start of the contract, a potential buyer is in negotiations or a 'Letter of Intent' (or similar) has been signed, the Customer Contract is automatically extended by a further 6 months for the purpose of completing the transaction ("Extension Period"). The Customer Contract may be terminated in text form with 3 months' notice to the end of the initial term or to the end of the Extension Period. In the event of termination by the seller without good cause (see clause 13.5), AION's entitlement to commission remains in place in relation to all buyers who were contacted or otherwise involved in the sales process by the time the Customer Contract ended, and this for 12 months after termination of the Customer Contract. The seller undertakes not to engage any other M&A adviser to approach identical buyers for 18 months after termination of the Customer Contract. In the event of breach of this post-contractual exclusivity, a contractual penalty of CHF 25,000 shall be payable, without prejudice to further claims for damages.

13.3 If the customer is a buyer, the subscription concluded with the Customer Contract is concluded for an initial term of 12 months. Thereafter, the term of the subscription and thus of the Customer Contract is automatically extended by further consecutive periods of 1 month each (each an "Extension Period"). The subscription and thus the Customer Contract may be terminated at the end of the initial term or at the end of an Extension Period. Termination must be made either in the customer account, by email or in any other text form.

13.4 If the customer is an M&A adviser, the Customer Contract, subject to any express contrary agreement between the parties in a separate contract, is concluded for an initial term of 12 months. Thereafter, the term is automatically extended by further consecutive periods of 6 months each (each an "Extension Period"). The Customer Contract may be terminated in text form with 3 months' notice to the end of the initial term or to the end of an Extension Period.

13.5 Termination for good cause: termination for good cause remains reserved at any time. Good cause exists in particular in the event of a serious breach of confidentiality obligations, breach of the exclusivity obligation by a seller (see clause 12) or breach of other material obligations, and if such breach cannot be remedied or has not been remedied within 10 days after the corresponding request.

14. Suspension of access to the AION Services

14.1 AION is entitled to suspend or restrict the customer's access to the AION Services:

  • if the customer is in arrears with payment of fees;

  • if the customer breaches the Customer Contract or such a breach is likely;

  • if, due to circumstances within the customer's sphere of risk, the unobstructed operation of the AION Services is endangered.

14.2 Termination for good cause (clause 13.5) remains possible even if AION has already suspended access to the AION Services.

15. Effects of termination

15.1 Upon termination of the Customer Contract, AION deletes the customer account, including the data and documents stored therein, within 30 days.

15.2 Outstanding payment obligations and rights and obligations which expressly or by their nature survive termination of the Customer Contract shall continue after termination. AION is not obliged to refund any fees already paid by the customer.

F. Data protection

16. Data protection

16.1 When handling personal data, the parties shall at all times comply with applicable data protection law and the requirements arising therefrom. For detailed information on AION's handling of personal data (in particular personal data relating to the customer), AION refers to its separate privacy policy (aion-tech.ai/datenschutz).

16.2 Any obligations to provide information to other users of the AION Services (including in particular the customer's employees) or to third parties arising from the customer's use of the AION Services shall be the responsibility of the customer.

16.3 The parties shall conclude a separate agreement on data processing ("ADV" or "DPA"), which governs the processing of personal data by AION on behalf of the customer, insofar as this is required by applicable law. The ADV forms an integral part of this Customer Contract.

G. Liability

17. Liability

17.1 AION shall be liable to the customer for breaches of contract for proven direct damage up to a maximum total amount of CHF 100,000.00, provided that AION does not prove that it is not at fault.

17.2 AION's liability for other or more extensive damage, for indirect or consequential damage or losses (in particular loss of profit, loss of use, unrealised savings, loss of earnings, business or production interruption, data loss and reputational damage) as well as claims by third parties, irrespective of the legal basis, is excluded.

17.3 AION further excludes any liability for damage whose cause lies mainly or exclusively with the customer (for example non-compliance with the Customer Contract, interruption of data transmission, deactivation of necessary cookies or damage resulting from a lack of access security on the customer's side).

17.4 AION also excludes any liability for damage due to the unavailability of the AION Services.

17.5 AION shall be liable without limitation in the event of intent or gross negligence, in the event of negligent or intentional injury to life, body or health (personal injury), or on the basis of mandatory liability such as under the Swiss Product Liability Act.

18. Indemnity

18.1 The customer undertakes to fully release AION and its employees, representatives, subcontractors and vicarious agents from all legal claims by third parties connected with the customer's use of the AION Services, to defend AION against such claims and to indemnify AION (including related costs for legal defence and court costs). This applies in particular to the following cases: (a) breach of a provision of the Customer Contract, in particular misuse of AION Services, (b) breach of applicable law and (c) breach of third-party rights.

18.2 The customer is obliged to inform AION immediately of the assertion of such claims by third parties. The parties undertake to consult with each other regarding the defence against such claims, to support each other in a reasonable manner in the defence and to keep each other informed continuously and without delay about the progress of the proceedings.

19. Force majeure

19.1 AION is temporarily released from its contractual obligations and shall not be liable to the customer if the provision of the AION Services is temporarily interrupted, wholly or partially restricted or impossible due to force majeure.

19.2 Force majeure includes in particular natural events of exceptional intensity (avalanches, flooding, landslides, etc.), war, unrest, sabotage, DDoS attacks, hacking, malware, ransomware, power failures, unforeseeable official restrictions and pandemics.

19.3 If AION is unable to fulfil its contractual obligations due to force majeure, performance of the contract or the date for performance shall be postponed accordingly to the event that has occurred.

19.4 If adherence to the Customer Contract is objectively unreasonable for the customer, it shall be entitled to immediate extraordinary termination after expiry of a period of 60 days following the occurrence of the relevant force majeure event.

H. Further provisions

20. Changes to services and contractual terms

20.1 AION reserves the right to amend the services and/or the contractual terms (including prices and fees as well as the Customer Contract including these General Terms and Conditions) at any time or to discontinue individual functions or services. The customer will be informed of changes in an appropriate manner (for example by email or in the customer account). AION shall notify the customer in advance of any changes that are likely to place it at a significant disadvantage (for example higher prices, discontinuation or material restriction of a service). In such cases, the customer may terminate the Customer Contract within 14 days of receipt of the notice, effective on the date the change comes into force, by notifying AION. If the change concerns a specific service, the right of termination applies exclusively to that service. If the customer does not terminate, the changes shall be deemed accepted. Price adjustments resulting from a change in legal requirements (for example an increase in the VAT rate), due to inflation, or as a result of an adjustment of prices or terms of third-party providers do not give rise to a right of termination.

20.2 If the parties have concluded a DPA, AION reserves the right to review the DPA at regular intervals and adapt it in accordance with the provisions of the DPA.

20.3 Changes requested by the customer or customer-specific ancillary agreements, changes or additions require AION's consent in text form.

20.4 Otherwise, the Customer Contract including these General Terms and Conditions may only be amended with the consent of both parties in text form (including electronic signature).

21. Confidentiality

21.1 The parties undertake to treat their employees and the auxiliary persons engaged by them as confidential all information not generally known that they learn in connection with the provision of their services under the Customer Contract or about the customers and business relationships of the other party as well as about other parties involved in a transaction.

21.2 With regard to statutory confidentiality obligations applicable to the customer, AION, its employees and the auxiliary persons engaged by it shall not be regarded as the customer's auxiliary persons in the criminal law sense and shall only be obliged to comply with such confidentiality obligations if this has been expressly agreed.

21.3 To protect the confidentiality of information exchanged, the parties shall conclude a separate confidentiality agreement.

22. Assignment of rights and obligations

Each party may assign or transfer the Customer Contract and the rights and obligations arising therefrom to third parties only with the prior consent of the other party.

23. Compliance with laws, regulations and other provisions

Both parties undertake to comply at all times with the laws, regulations and other provisions applicable to them. Unless otherwise agreed in text form, AION accepts no responsibility for the AION Services and other services in accordance with the contract complying with the laws, regulations and other provisions applicable to the customer (for example banking regulatory requirements).

24. Exclusion of set-off

Set-off of claims is only permitted with the other party's consent in text form. In the event of bankruptcy, set-off by the creditor is permitted without consent within the framework of the statutory provisions.

25. Entire agreement and severability

25.1 The Customer Contract constitutes the entire agreement between the parties and supersedes all prior agreements, correspondence, statements, offers, negotiations or understandings of the parties with respect to its subject matter.

25.2 If any provision or part of the Customer Contract (including these General Terms and Conditions) should prove to be void, invalid, unenforceable or ineffective, this shall not affect the validity of the legal relationship established by the Customer Contract in all other respects or the other provisions. AION shall replace the relevant provision or part of the Customer Contract in the manner set out in clause 20.1 with a new provision that comes as close as possible to the relevant provision or part of the Customer Contract. The same shall apply in the event of a contractual gap.

26. Governing law and place of jurisdiction

26.1 The legal relationship between the parties under the Customer Contract shall be governed exclusively by substantive Swiss law, excluding the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

26.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties (i.e. the Customer Contract including these General Terms and Conditions) shall be Zug, Switzerland. Mandatory or exclusive places of jurisdiction remain reserved.