General Terms & Conditions

Last updated: September 15, 2025

These General Terms and Conditions (GTC) form a legal agreement (the Agreement) between Urbio SA (CHE-314.198.329), Rue de l’Industrie 23, 1950 Sion, Switzerland (we, our, or Urbio) and any person or entity that creates an account (including for a free or “freemium” plan), starts a trial, purchases a licence online, or otherwise uses our Solutions (the Client, and together with Urbio, the Parties). Where applicable, these GTC also apply together with the terms of any signed order form or online purchase process referencing these GTC and any schedule thereto (Schedule).

01. Scope and Acceptance

1. Scope. These GTC apply to the provision by Urbio and the use by the Client of the digital solutions that allow Authorized Users (as defined below) to access certain features and functions through a web interface (the Solutions) and of the related services (together with the provision of the Solutions, the Services), with the functionalities, modules and limitations specified at the time of account creation, trial activation, or purchase of a licence.

2. Acceptance. By creating an account (including for a free or “freemium” plan), starting a free trial, purchasing a licence online, or logging in for the use of the Solutions, the Client expressly agrees to be bound by these GTC. Any reference to an “Order Form” in these GTC shall also be understood to include any online purchase or subscription process completed via our website, unless explicitly stated otherwise.

02. Purpose of the Service

1. The Solutions enable the Client to explore different ways to develop urban energy systems. The Service shall be used to gain insight for the benefit of the Client on a territory designated by the Client.

03. Right to Access and Use

1. Solutions and Content. Subject to the Client’s compliance with all terms and conditions of these GTC, we grant to Client, during the Term, a revocable, non-exclusive and non-transferable right to access and use the Solutions and the content we make available through our Services (the Content and together with the Solutions, the Licensed Products), strictly in accordance with these GTC and the documentation provided by us, on its own behalf and for its own internal business purposes only.

2. Client Generated Content. The Client is authorized without limitation in time, during or after the Term, to make the reports, results and other Content generated by the Client through the use of the Services (the Client Generated Content) available to its own customers in connection with its regular business operations.

3. Authorized Users. Client shall use the Licensed Products through its own employees, agents and/or other duly authorized users (the Authorized Users), and shall take appropriate steps to ensure compliance with the Agreement by such Authorized Users.

4. Metrics. The use of the Licensed Products may be subject to specific restrictions (e.g. limited number of Authorized Users, project size, limited geographic scope, or other limitations), as specified in the Order Form or the documentation provided by us. The Client must use the Licensed Products strictly in accordance with such restrictions.

5. Trial License. We may make the Licensed Products available for a limited period for the purpose of evaluating the Solutions in view of acquiring a paid licence.

6. Freemium License. We may offer a free or “freemium” version of the Solutions with limited functionalities.

7. SaaS Offering. The Solutions are provided as a SaaS offering (Software as a Service).

8. Changes. We may implement modifications to the Solutions or Content, including modifications to the layout or functionalities of the Solutions.

04. Credentials

1. User Credentials. If we issue user credentials, such credentials shall be used exclusively by the individual Authorized Users.

2. Confidentiality. Client shall be fully responsible for the confidentiality of any user credentials issued to it.

05. Maintenance, Availability and Other Services

1. Maintenance Services. We will continuously seek to identify and attempt to resolve problems which may negatively affect the proper functioning and availability of the Licensed Products.

2. Additional Services. We may agree to provide additional Services for the Licensed Products if specified in an Order Form.

3. Diligence. We will provide the Services using all reasonable skill and care.

06. Client’s Obligations

1. Payment of Fees. The Client shall pay the Fees as indicated.

2. Proper Use. The Client shall comply with all laws and regulations applicable to the use of the Services.

3. Client's Infrastructure. The Client shall procure and maintain at its costs an infrastructure that complies with the minimum requirements.

4. Licenses and Authorization. The Client shall maintain all permits and licenses that are required for the use of the Services.

5. Verifications. The Licensed Products may contain tools allowing us to verify the Client’s compliance with these GTC.

6. Client Default. In case of default by Client to comply with its obligations, we shall be excused from the performance of our obligations under the Agreement.

07. Client Data

1. Ownership. Client Data is and shall remain the sole and exclusive property of the Client.

2. Use of Client Data. The Client grants us a non-exclusive worldwide, royalty-free license to use the Client Data to provide or improve our services and solutions.

3. Warranty. Client warrants compliance with all necessary authorizations and consents for the processing of any Client Data.

4. Deletion and Return of Client Data. Upon termination of the Agreement, we will provide the Client with a final extract of the Client Data.

08. Our Intellectual Property

1. We and our licensors own the copyright and all intellectual property rights in and to the Solutions, Services, and Content, except for Client Data.

2. We will own all rights and titles in any data collected from cookies or other tracking and analytics technology.

09. Third-Party Content

1. The Services may contain content developed, distributed, and/or licensed by third parties.

2. Nothing in these GTC shall restrict or limit any rights Client may have under applicable open source licenses.

10. Financial Terms

1. Payment. Fees shall be due and payable in advance.

2. Taxes. Fees and rates are exclusive of all taxes.

3. Suspension of Services. The continued use of the Services by the Client is subject to timely payment of all Fees.

11. Data Protection

1. Urbio Privacy Notice. We have issued a privacy notice,

2. In General. If the provision of the Services implies the processing by us of personal data, both parties shall comply with applicable data protection laws.

3. Roles of the Parties. We will process Client Personal Data as data processor, exclusively for the purposes agreed.

4. Our Obligations. We undertake to comply with applicable data protection legislation.

5. Client's Obligations. The Client shall ensure compliance with data protection laws concerning any Client Personal Data.

6. Responsibility. The Client shall bear sole responsibility for the processing of Client Personal Data.

7. Transfer. The Client acknowledges that Client Personal Data may be processed on servers located outside of its jurisdiction.

8. Compliance Actions. We may forward to the Client any request related to the processing of Client Personal Data.

12. Limited Warranty

1. The Services are provided AS IS and AS AVAILABLE.

2. We disclaim all warranties with respect to the Services, to the maximum extent permitted by applicable law.

13. Limited Liability

1. Our liability under the Agreement shall be excluded to the maximum extent permitted under applicable law.

2. In no event shall our total liability exceed the amount of the Fees paid by the Client during the 12 months preceding the events giving rise to the Client’s claims.

14. Term and Termination

1. Term. The Agreement enters into force upon acceptance by the Client.

2. Renewal. The Agreement shall be automatically renewed upon expiry of the Initial Term.

3. Termination by the Client. A Client has the right to cancel its subscription.

4. Termination by us. We may cancel a Client's subscription and end the Agreement by notification to the Client.

5. Effects of Termination. Upon non-renewal or termination of the Agreement, all rights to use and access shall cease.

6. All terms which are expressed or intended to survive will continue to apply regardless of termination or expiry.

15. Miscellaneous

1. Advertising and Publicity. We may refer to the Client as a customer for the Services.

2. Subcontractors. We may use subcontractors for the provision of the Services.

3. Force Majeure. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control.

4. Amendment. The Order Form may be amended only by written instrument signed by both Parties.

5. Entire Agreement. The Agreement constitutes the entire agreement between the Parties.

6. Hierarchy. In case of a conflict between the provisions of the GTC and any other documents, the GTC shall take precedence.

7. Severability. If any provision of the Agreement is held invalid, the remaining provisions shall remain valid.

8. Electronic Form. Electronic signatures shall have the same legal effect as manually executed signatures.

9. No Waiver. The failure of either Party to require performance shall not affect its right to enforce obligations thereafter.

10. Assignment. Neither Party shall assign its rights without the other Party’s written consent.

11. No Third Party Beneficiaries. This Agreement shall be binding only to the benefit of the Parties.

16. Governing Law and Jurisdiction

1. Governing Law. The Agreement shall be governed by Swiss law.

2. Jurisdiction. Any dispute shall be subject to the exclusive jurisdiction of the competent ordinary courts at the place of the registered office of Urbio.