These General Terms and Conditions of AION ("GTC") apply between Aion Technology AG, Alpenstrasse 16, 6300 Zug, Switzerland ("AION") and you as a customer or user of AION’s platform and associated services ("Customer") (AION and the Customer each individually a "Party" and collectively the "Parties").

A. General Provisions

1. Scope and conclusion of contract

1.1 These GTC are applicable to all services ("AION Services") that AION provides to the Customer via its online platform ("AION Platform") or otherwise, in particular the provision of the AION Platform, the placement of listings for company sales, the use of data rooms, AI-powered deal matching, and communication with other AION customers via the AION Platform. The AION Services also include those provided by engaged third parties (in particular subcontractors).

1.2 The Customer agrees to these GTC in the course of registration on the AION Platform, in the course of concluding a separate agreement or otherwise, whereby a customer agreement between AION and the Customer is concluded ("Customer Agreement"). These GTC form an integral part of the Customer Agreement.

1.3 Any contractual terms that the Customer may wish to apply in addition are hereby rejected and shall not apply. A deviating regulation expressly signed by both Parties remains reserved.

2. Definitions

2.1 Customer: A Customer is a natural or legal person who has concluded a Customer Agreement with AION and is accordingly entitled to use the AION Services in accordance with the Customer Agreement (including these GTC).

2.2 Customer Account: During registration on the AION Platform, a customer account is created for the Customer, whereupon AION provides the Customer with the corresponding access credentials. In the customer account, the Customer can, among other things, manage their details (name, address, e-mail, etc.) and their Customer Agreement, view invoices, and as a seller manage the details of the company listed by them as a Listing.

2.3 Buyer: A Buyer is a Customer who is interested in purchasing 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 access AI-powered deal matching and analytics. The use of the AION Services in the role of Buyer is in the form of a paid subscription (see Section 7).

2.4 Seller: A Seller is a Customer who wishes to sell a company via the AION Platform and posts a corresponding Listing (or several Listings) on the AION Platform. The use of the AION Services in the role of Seller is generally free of charge. A fee in the form of a commission only arises upon the sale of the company (see Section 6).

2.5 M&A Advisor: An M&A Advisor is a Customer who participates as a cooperation partner of AION in company sales and receives a performance-based participation (profit sharing) in return (see Section 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, industry classification, location, asking price, a teaser document, and a data room.

3. AION Services

3.1 AION provides the AION Services in accordance with the Customer Agreement (including these GTC). The specific services are displayed to the Customer at the time of concluding the Customer Agreement during registration on the AION Platform or are set out in a separate agreement, if applicable.

3.2 AION strives 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 to 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 endeavours to provide the AION Services in a reasonable and economically feasible manner with the resources available to it, without, however, making specific assurances or warranties (e.g. for compliance with specific response or processing times).

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

B. Usage Rights and Intellectual Property

4. Usage right

4.1 AION grants the Customer a non-exclusive, non-transferable, non-sublicensable right, limited to the term of the Customer Agreement, to use the AION Services in accordance with the Customer Agreement 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 remuneration by the Customer and remains in effect as long as the Customer pays the further remuneration due within the respective payment deadlines.

4.3 Subject to an expressly different agreement between the Parties in text form, this Section 4 conclusively governs the use of the AION Services. Any use of the AION Services beyond this is not permitted.

5. Intellectual property rights

5.1 Without an expressly different agreement between the Parties in text form, the Customer Agreement does not provide for any transfer of ownership.

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

5.3 The Customer is not permitted to copy the contents of the AION Services or the AION website in whole or in part, to decompile, reverse-engineer, further distribute, or make accessible via framing or other methods the source code or the underlying structure, ideas, know-how or algorithms of the AION Platform and the AION website. In no case is it permitted to publish non-public content of AION outside of the AION Services.

C. Remuneration, Invoicing and Payment Terms

6. Remuneration regarding Sellers (Commission)

6.1 Commission and calculation basis: In the event of the sale of a company, AION is entitled to a performance-based commission of 4% (excl. VAT) of the total purchase price agreed in the purchase agreement as remuneration for the successful brokerage and handling, to be paid by the Seller.

6.2 Commission-bearing components: All consideration by the Buyer shall be deemed part of the total purchase price and thus the basis for commission calculation, in particular cash payments, earn-out arrangements (upon actual realisation), seller loans and other monetary benefits, valued at their market value at the time of conclusion of the purchase agreement.

6.3 Non-commission-bearing components: Liabilities of the company assumed by the Buyer, working capital adjustments and tax-optimised structures that do not lead to an increase in the consideration for the Seller are not included in the commission calculation.

6.4 Commission due date: The commission becomes due at 50% upon signing of the legally effective purchase agreement (Signing) and at 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 commission entitlement: AION’s entitlement to this commission shall also continue if the sale takes place within 12 months after termination of the Customer Agreement concluded between AION and the Seller to a Buyer who was contacted or otherwise involved in the sales process during the term of the Customer Agreement.

7. Remuneration regarding Buyers (Subscription fee)

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

7.2 A detailed price list will be provided separately to the Customer regarding the subscription fee, and AION may adjust this with a notice period of 30 days. All prices are exclusive of taxes (in particular VAT) as well as any levies, fees and expenses.

7.3 The Customer must provide a payment method for the payment of the subscription fee. The available payment methods are displayed to the Customer at the time of ordering. The Customer authorises AION or the respective payment service provider to store its payment methods and to make regular payments in the form of electronic debits/charges via the specified payment method.

7.4 With the recurring use of AION Services in the form of the subscription, the Customer commits during the term of the Customer Agreement or subscription to paying the monthly subscription fee in advance to AION via the selected payment method. The Customer must, if desired, cancel the subscription before the next billing date so that no further fees for the continued use of the AION Services are charged or invoiced.

7.5 In the event of non-payment of AION Services at the time of their due date (in particular if the Customer’s payment method cannot be charged), the Customer is automatically in default. AION is entitled to charge a processing fee for its expenses and costs incurred in connection with non-payment of invoices. The assertion of further default damages, including statutory interest and collection costs, remains reserved.

7.6 The subscription fee can be paid with promotion codes. Promotion codes cannot be accumulated, i.e. only one code can be used at a time. The promotion code and thus the total or remaining value of the promotion code expires on the date specified at issuance. 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 regarding M&A Advisors (Profit Sharing)

8.1 M&A Advisors who participate as cooperation partners of AION in a company sale receive a performance-based participation (profit sharing) in the commissions earned by AION pursuant to Section 6.1 with respect to the relevant transaction.

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

8.3 AION shall pay the M&A Advisor the corresponding profit sharing amounts within 10 business days of receipt of the corresponding commissions from the Seller (50% at Signing, 50% at Closing).

8.4 AION shall provide the M&A Advisor with a statement in which the calculation of their participation and all related bases are comprehensibly documented.

9. Remuneration for additional services

If AION provides the Customer with supplementary services for a fee, the Customer is obliged to pay the separately determined remuneration therefor (e.g. remuneration for onboarding of the Customer, training, etc.).

D. Obligations and Representations of the Customer

10. General obligations and representations

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

  • to only store, publish, transmit and distribute content (e.g. documents, texts, images and videos) in the context of the use of the AION Services (in particular on the AION Platform) within Listings or in communication with other AION customers for which they are authorised, i.e. (i) either the Customer themselves holds the rights to the relevant content or (ii) if the Customer does not hold the rights to the relevant content, they assure AION that they have obtained all necessary rights, licences, consents or the like in advance. This applies in particular to copyrighted content as well as company and brand names. The responsibility for all content that is stored, published, transmitted or distributed lies exclusively with the Customer,

  • not to store, publish, transmit or distribute any racist, offensive, discriminatory, defamatory, sexual, glorifying of violence 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 tools 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 Agreement with immediate effect. If such conduct leads to damages, claims, penalties or other costs, including in connection with a data protection breach, the Customer shall be fully liable and shall hold AION harmless for all resulting losses and expenses.

10.3 The Customer undertakes to keep the information provided to AION (including in particular their payment method, if relevant) current, accurate and complete.

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

10.5 The procurement, installation, maintenance and operation of any necessary software and hardware in the Customer’s area of influence are the sole responsibility of the Customer. AION is in no way responsible or liable for the Customer’s internet access, including but not limited to any problems related to connection speed, bandwidth or latency that affect access to or use of the AION Services.

10.6 The Customer is obliged to report any defects and technical malfunctions to AION immediately. They shall take into account AION’s instructions for problem analysis and shall provide AION with all available information necessary for the remediation of defects and malfunctions.

10.7 The Customer is aware that the transfer of goods (data, goods, software, technology) may be subject to applicable export control regulations. The existence of all legally required export licences is a prerequisite for the performance of the Customer Agreement and the use of the AION Services. The Customer is considered the exporter and importer (as 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 Information and disclosure obligation: The Seller undertakes to provide AION with all information required for the execution of the sales process completely, truthfully and in a timely manner. This includes in particular business documents, annual financial statements, contracts, legal documentation and all other decision-relevant information.

11.2 Notification obligation upon material changes: The Seller is obliged to inform AION immediately of all material business events, changes in the asset, financial or earnings situation and other circumstances that are or may be significant for the sales process.

11.3 Active participation: The Seller commits to active participation 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 only disclose information to such persons who are involved in the execution of the transaction.

11.5 Breach: If the Seller fails to fulfil their obligations and this causes a delay in the sales process of more than 30 days, the term of the Customer Agreement shall be extended accordingly. In the event of repeated breach of obligations, AION may terminate the Customer Agreement with a notice period of 14 days and invoice the Seller for all costs and expenses incurred.

12. Exclusivity regarding sales mandates

12.1 The sales mandate granted by the Seller to AION via the Customer Agreement is exclusive. The Seller undertakes not to engage any other advisors, brokers or intermediaries with the sale of their company or otherwise allow them to act during the entire term of the Customer Agreement.

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

E. Commencement, Term, Termination and Suspension

13. Commencement, term and termination

13.1 The contractual relationship begins with the conclusion of the Customer Agreement.

13.2 If the Customer is a Seller, the Customer Agreement 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 Agreement shall automatically extend by a further period of 6 months to complete the transaction ("Extension Period"). The Customer Agreement may be terminated in text form with a notice period of 3 months to the end of the initial term or to the end of the Extension Period. In the event of termination by the Seller without cause for good reason (see Section 13.5), AION’s commission entitlement shall remain in force for all Buyers who were contacted or otherwise involved in the sales process up to the time of termination of the Customer Agreement, and this for 12 months after termination of the Customer Agreement. The Seller undertakes not to engage any other M&A advisor with the approach of identical Buyers for 18 months after termination of the Customer Agreement. In the event of a breach of this post-contractual exclusivity, a contractual penalty of CHF 25,000 is payable, without prejudice to further claims for damages.

13.3 If the Customer is a Buyer, the subscription concluded with the Customer Agreement is concluded for an initial term of 12 months. Subsequently, the term of the subscription and thus the Customer Agreement shall automatically extend by further consecutive periods of 1 month each (each an "Extension Period"). The subscription and thus the Customer Agreement 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 e-mail or in other text form.

13.4 If the Customer is an M&A Advisor, the Customer Agreement, subject to an expressly different agreement between the Parties in a separate contract, is concluded for an initial term of 12 months. Subsequently, the term shall automatically extend by further consecutive periods of 6 months each (each an "Extension Period"). The Customer Agreement may be terminated in text form with a notice period of 3 months to the end of the initial term or to the end of an Extension Period.

13.5 Termination for cause: Termination for cause is reserved at all times. Cause exists in particular in the event of a serious breach of confidentiality obligations, a breach of the exclusivity obligation by a Seller (see Section 12), or a breach of other material obligations that either cannot be remedied or has not been remedied within a period of 10 days after a 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 default with the payment of remuneration;

  • if the Customer violates the Customer Agreement or such a violation is likely;

  • if, due to circumstances within the Customer’s risk area, the unimpaired operation of the AION Services is endangered.

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

15. Effects of contract termination

15.1 Upon termination of the Customer Agreement, AION shall delete the customer account including the data and documents contained therein within 30 days.

15.2 Outstanding payment obligations as well as rights and obligations that expressly or by their nature survive the termination of the Customer Agreement shall survive the termination. AION is not obliged to refund to the Customer any remuneration already paid.

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 the handling of personal data by AION (in particular personal data relating to the Customer), AION refers to its separate privacy policy (aion-tech.ai/datenschutz).

16.2 Any information obligations towards other users of the AION Services (including in particular employees of the Customer) or towards third parties arising from the Customer’s use of the AION Services are the responsibility of the Customer.

16.3 The Parties shall conclude a separate Data Processing Agreement ("DPA") to govern the processing of personal data by AION on behalf of the Customer, insofar as this is required under applicable law. The DPA forms an integral part of this Customer Agreement.

G. Liability

17. Liability

17.1 AION is liable to the Customer for proven direct damages caused by breaches of contract up to a maximum and aggregate amount of CHF 100,000.00, unless AION proves that it is not at fault.

17.2 AION’s liability for other or further damages, for indirect or consequential damages (in particular lost profits, loss of use, unrealised savings, loss of earnings, business or production interruption, data loss and reputational damage) as well as third-party claims, regardless of the legal basis, is excluded.

17.3 AION further excludes any liability for damages the cause of which lies mainly or exclusively with the Customer (e.g. non-compliance with the Customer Agreement, interruption of data transmission, deactivation of necessary cookies, or damages resulting from lack of access security on the Customer’s side).

17.4 Furthermore, AION excludes any liability for damages due to the unavailability of the AION Services.

17.5 AION is fully liable in cases of intent or gross negligence, in cases of negligent or intentional injury to life, body or health (personal injury), or due to mandatory liability such as under the Swiss Product Liability Act.

18. Indemnification

18.1 The Customer undertakes to fully indemnify AION and its employees, representatives, subcontractors and agents from all third-party legal claims arising in connection with the Customer’s use of the AION Services, to defend AION against such claims and to hold AION harmless (including related costs for legal defence and court costs). This concerns in particular the following cases: (a) the breach of a provision of the Customer Agreement, in particular the misuse of AION Services, (b) the breach of applicable law, and (c) the infringement of rights of third parties.

18.2 The Customer is obliged to notify AION immediately of the assertion of such claims by third parties. The Parties undertake to coordinate the defence against such claims, to support each other in a reasonable manner in the defence and to inform each other promptly and continuously about the progress of proceedings.

19. Force majeure

19.1 AION is temporarily released from its contractual obligations and is not 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 particular intensity (avalanches, floods, landslides, etc.), warlike events, riots, sabotage, DDoS attacks, hacking, malware, ransomware, power outages, unforeseeable official restrictions and pandemics.

19.3 If AION cannot fulfil its contractual obligations due to force majeure, the performance or the deadline for performance shall be postponed in accordance with the event that has occurred.

19.4 If adherence to the Customer Agreement is objectively unreasonable for the Customer, they shall have an immediate extraordinary right of termination after the expiry of a period of 60 days after the occurrence of the relevant force majeure event.

H. Further Provisions

20. Amendment of 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 Agreement including these GTC) at any time or to discontinue individual functions or services. The Customer will be informed of amendments in an appropriate manner (e.g. via e-mail or in the customer account). AION shall notify the Customer in advance of amendments that are associated with a significant disadvantage for the Customer (e.g. higher prices, discontinuation or material restriction of a service). In such cases, the Customer may terminate the Customer Agreement within 14 days of receiving the notification as of the date the amendment takes effect by notifying AION. If the amendment relates to a specific service, the right of termination relates exclusively to that service. If the Customer fails to terminate, the amendments shall be deemed accepted. Price adjustments resulting from changes in statutory requirements (e.g. increase in VAT rate), inflation, and adjustments to prices or terms of third-party providers do not entitle to termination.

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

20.3 Amendments desired by the Customer or customer-specific ancillary agreements, amendments or supplements require the consent of AION in text form.

20.4 Otherwise, the Customer Agreement including these GTC may only be amended with the mutual consent of both Parties in text form (including electronic signature).

21. Confidentiality

21.1 The Parties undertake to treat as confidential, and to ensure that their employees and engaged auxiliary persons treat as confidential, all non-publicly known information that they learn in connection with the provision of their services under the Customer Agreement or about the customers and business relationships of the other Party as well as about other parties involved in a transaction.

21.2 AION, its employees and the auxiliary persons engaged by it are not considered auxiliary persons of the Customer in the criminal law sense with respect to special statutory secrecy obligations applicable to the Customer and are only obliged to comply with such secrecy obligations if this has been explicitly agreed.

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

22. Assignment of rights and obligations

Each Party may only assign or transfer the Customer Agreement and the rights and obligations arising therefrom to third parties 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 assumes no responsibility for ensuring that the AION Services and other contractual services comply with the laws, regulations and other provisions applicable to the Customer (e.g. banking regulatory requirements).

24. Exclusion of set-off

The set-off of claims is only permitted with the consent of the other Party in text form. In the event of bankruptcy, set-off by the creditor is possible without consent within the framework of the statutory provisions.

25. Entire agreement and severability

25.1 The Customer Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, correspondence, statements, offers, negotiations or arrangements of the Parties in relation to its subject matter.

25.2 Should a provision or part of the Customer Agreement (including these GTC) prove to be void, invalid, unenforceable or ineffective, the validity of the legal relationship established by the Customer Agreement and the other provisions shall not be affected. AION shall replace the relevant provision or part of the Customer Agreement in accordance with the procedure pursuant to Section 20.1 with a new provision that most closely approximates the relevant provision or part of the Customer Agreement. The same applies in the case of a contractual gap.

26. Governing law and jurisdiction

26.1 The legal relationship of the Parties under the Customer Agreement is exclusively subject to substantive Swiss law, to the exclusion of the conflict-of-law 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 from or in connection with the contractual relationship of the Parties (i.e. the Customer Agreement including these GTC) is Zug, Switzerland. Mandatory or exclusive places of jurisdiction remain reserved.