General Terms and Conditions (GTC
BREOS AG, Küttigen – As of: February 2026
§ 1 Scope of Application
(1) These General Terms and Conditions (GTC) shall apply to all contracts between BREOS AG, Küttigen, Switzerland (hereinafter “BREOS”) and its customers (hereinafterthe “Client”) relating to consulting, software and SaaS services.
(2) Any deviating, conflicting or supplementary terms andconditions of the Client shall only become part of the contract if BREOS has expressly agreed to their applicability in writing.
(3) Individual agreements (e.g. project orders, service level agreements) shall take precedence over these GTC.
§ 2 Formation of Contract
(1) Offers made by BREOS are non-binding and subject to change, unless expressly stated otherwise.
(2) The contract shall be concluded upon written order confirmation by BREOS or upon commencement of the provision of services.
(3) For individual projects, separate project orders (PO) shall be concluded specifying the scope of services, timeframe and remuneration.
§ 3 Scope of Services
(1) BREOS provides consulting, development and SaaS services in the fields of artificial intelligence, data science and digital transformation.
(2) The specific scope of services shall be determined by the respective project order or SaaS agreement.
(3) BREOS shall be obliged to perform the agreed services with due diligence, but shall not owe a specific result, unless expressly agreed otherwise.
(4) BREOS shall be entitled to engage qualified subcontractors for the provision of services. BREOS shall remain responsible to the Client for the proper performance of such services.
§ 4 Use of Cloud Services and Artificial Intelligence
(1) BREOS uses cloud infrastructures (in particular Microsoft Azure) and AI services (e.g. large language models) for the provision of services.
(2) The Client acknowledges that AI-generated results may contain inaccuracies due to the nature of the technology. BREOS does not warrant the accuracy of AI-generated outputs.
(3) The Client shall be obliged to independently verify AIgenerated results before using them in critical business processes.
(4) Data processing is primarily carried out within the EU/EEA (Microsoft Azure Region Germany West Central). Where third-party AI services are used, BREOS shall inform the Client of any data transfers to third countries.
§ 5 Client’s Obligations to Cooperate
(1) The Client shall provide BREOS with all information, data and access required for the provision of services in a timely and complete manner.
(2) The Client shall designate a qualified contact person authorised to make decisions and coordinate matters.
(3) Delays caused by the Client’s failure to cooperate or late cooperation shall entitle BREOS to a reasonable extension of deadlines and to claim additional expenses.
§ 6 Remuneration and Payment Terms
(1) Remuneration shall be determined by the respective project order or the applicable BREOS price list.
(2) All prices are quoted net. For Clients domiciled in Switzerland, the applicable statutory value added tax shall be added. For Clients domiciled in the EU, invoices shall be issued without value added tax under the reverse-charge mechanism pursuant to Art. 196 of the EU VAT Directive; the Client shall be liable for the value added tax in the country in which it is domiciled.
(3) Invoices shall be payable within ten (10) days of the invoice date without deduction.
(4) In the event of late payment, default interest shall be charged at a rate of 8 percentage points above the applicable base interest rate.
(5) The agreed prices shall be adjusted annually as of 1 January in line with inflation. The adjustment shall be based on the change in the Swiss Consumer Price Index (LIK) for Switzerland or the German Consumer Price Index (CPI/VPI) for Germany, as applicable.
§ 7 Intellectual Property and Usage Rights
(1) BREOS shall retain full ownership of all work products created under the contracts, including all copyrights and other intellectual property rights.
(2) Upon full payment, BREOS shall grant the Client a nonexclusive, non-transferable and non-sublicensable right to use the work products for the Client’s own business purposes.
(3) The pre-existing intellectual property rights (background IP) of BREOS shall remain unaffected.
(4) To the extent expressly agreed in the project order, deviating provisions regarding the transfer of rights may be made.
§ 8 Confidentiality
(1) The parties undertake to treat all confidential information received in the course of the cooperation in strict confidence and to use such information solely for the purposes of the contract.
(2) The obligation of confidentiality shall not apply to information that:
a) was already known to the receiving party;
b) is or becomes publicly known;
c) was lawfully obtained from third parties;
d) must be disclosed due to statutory obligations.
(3) The obligation of confidentiality shall remain in effect for the duration of the contract and for five (5) years after its termination.
(4) For more comprehensive confidentiality arrangements, a separate NDA shall be concluded.
§ 9 Data Protection
(1) Both parties undertake to comply with the applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG) or the Swiss Federal Data Protection Act (DSG), as applicable.
(2) To the extent that BREOS processes personal data on behalf of the Client, the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR.
(3) The DPA shall not form part of these GTC and must be agreed individually.
§ 10 Liability
(1) BREOS shall have unlimited liability for damages resulting from injury to life, body or health, as well as for intent and gross negligence.
(2) In the case of slight negligence, BREOS shall only be liable for the breach of material contractual obligations (cardinal obligations). In such cases, liability shall be limited to the foreseeable damage typical for the type of contract.
(3) Liability for indirect damages, loss of profit and loss of data shall be excluded to the extent permitted by law.
(4) Liability shall be limited in amount to the remuneration paid in the respective contract year, but in no event exceeding EUR 500,000.
(5) BREOS shall not be liable for damages caused by erroneous or incomplete AI-generated results, provided that BREOS has informed the Client of the verification obligation pursuant to § 4. This exclusion shall not apply in cases of intent or gross negligence on the part of BREOS.
§ 11 Warranty
(1) BREOS warrants that the services shall conform to the agreed scope of services.
(2) Any non-conformities shall be reported in writing without undue delay upon discovery.
(3) In the event of justified claims of non-conformity, BREOS shall, at its own discretion, either remedy the nonconformity or provide a conforming service.
(4) The limitation period for claims arising from nonconforming services shall be twelve (12) months from provision of the service, unless otherwise agreed in the respective project order.
§ 12 Term and Termination
(1) The contract term shall be determined by the respective project order or SaaS agreement.
(2) Framework agreements may be terminated by either party with three (3) months’ notice to the end of a calendar month, unless otherwise agreed.
(3) The right to terminate without notice for cause shall remain unaffected.
(4) Termination notices shall be made in writing.
§ 13 Force Majeure
(1) Neither party shall be liable for the non-performance or delayed performance of its obligations to the extent that such non-performance or delay is attributable to circumstances of force majeure.
(2) Force majeure shall include, in particular, natural disasters, war, terrorism, pandemics, governmental orders, and failures of telecommunications networks or cloud infrastructures beyond the control of BREOS.
§ 14 Reference Rights
Both parties may use the fact of their cooperation and basic, non-confidential information for publication and marketing purposes. Confidential information shall not be disclosed. Each party shall inform the other prior to any such publication.
§ 15 Governing Law and Jurisdiction
(1) Contracts with Clients domiciled in Switzerland shall be governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Contracts with Clients domiciled in Germany or the EU shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) Contracts with Clients domiciled outside Switzerland and the EU shall be governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) The exclusive place of jurisdiction shall be Berlin (Germany) for Clients domiciled in Germany or the EU, and the registered seat of BREOS AG for all other Clients.
§ 16 Final Provisions
(1) Amendments to these GTC: BREOS reserves the right to amend these GTC at any time. Amendments shall be communicated to the Client in writing or by email. The amended GTC shall be deemed approved if the Client does not object in writing within four (4) weeks of receipt of the notification. BREOS shall draw the Client’s attention to the objection period and the consequences of silence in the amendment notification. The right of objection shall apply only to non-material amendments; material amendments (in particular price increases beyond the inflation adjustment, service restrictions or tightening of liability provisions to the detriment of the Client) shall require the Client’s express consent.
(2) Written form: No side agreements to these GTC exist. Amendments and supplements shall require text form.
(3) Severability: Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid provision that most closely reflects the economic purpose of the invalid provision.
(4) Language: These GTC are drafted in the German language. In the event of translations, the German version shall prevail.
BREOS AG, Küttigen – As of: February 2026
