General Terms and Conditions

These Terms and Conditions of Subscription (this "Agreement") define (i) the terms on which Cigno makes the Cigno platform and related services available to the Client, and (ii) each Party's rights and obligations in relation to the Subscription.

Cigno operates an AI-native consulting system. The Platform enables professional services firms and their consultants to organise engagement material, run AI agents and workflows over it, and generate consulting analyses and deliverables, with an audit trail of how each output was produced. The Platform produces drafts and analyses for professional review. It does not provide consulting, legal, financial, tax, medical or other professional advice, and does not replace the professional judgement of the Client's personnel. Section 11 sets this out in full and is central to the bargain between the Parties.

The Services are provided for professional and business purposes. Except as provided in Section 24, the Client confirms that it subscribes in the course of its trade, business, craft or profession.

A Swiss provider serving European clients. Cigno is a Swiss company. The Platform is hosted in the European Union and, at the Client's election, model inference may be performed in Switzerland. This Agreement is governed by Swiss law under Clause 32.2 and is drafted to operate consistently with the European Union and Swiss legal frameworks applying to the Services, in particular the GDPR, the Swiss Federal Act on Data Protection (FADP / nLPD) and the EU AI Act. Section 17 and the DPA govern data protection; Clause 11.10 governs the Parties' roles under the AI Act; Clause 18.2(f) states Cigno's compliance undertaking; and Clause 7.2 states the Client's. The Parties record that Switzerland benefits from a European Commission adequacy decision, so a client in the EEA needs no additional transfer mechanism to transfer personal data to Cigno, as set out in Clause 11.2 of the DPA.

Summary of the standard commercial terms. For convenience only, and subject to the Particular Conditions and the operative clauses of this Agreement:

Definitions. In this Agreement, the following capitalised terms have the meanings given below. Terms defined in the DPA and not defined here have the meaning given in the DPA.

Interpretation. Words in the singular include the plural and vice versa. "Including", "in particular" and "for example" are not words of limitation. Headings are for convenience only. A reference to a statute, regulation or code includes any amendment, replacement or re-enactment. A reference to a number of days means calendar days unless business days are specified; "business day" means a day other than a Saturday, Sunday or public holiday in the Canton of Vaud, Switzerland. Amounts are in the Contract Currency. Where this Agreement states an amount, an Included Inference Allowance or a rate by reference to the Particular Conditions, that item is stated in the Price List instead where there are no Particular Conditions, and references to the Particular Conditions are read accordingly. A time period runs from the day after the triggering event. Where a period is expressed as a number of days before a specified date, it is counted backwards from the day before that date, so that notice given on the last day of the period is in time.

The Agreement comprises the following documents:

Order of precedence. If the documents conflict, they take precedence in the order listed in Clause 3.1, save that:

A term of the Particular Conditions varies these Terms only where it expressly says so and identifies the clause it varies. General language in the Particular Conditions does not displace these Terms.

No purchase conditions. By subscribing, the Client accepts this Agreement and expressly waives its own general or special terms and conditions, including any conditions of purchase, supplier code, vendor policy or terms appearing on or referenced in a purchase order, whether or not Cigno acknowledges the purchase order. A purchase order is administrative only.

Entire agreement. This Agreement supersedes all prior agreements, undertakings, proposals and representations between the Parties on its subject matter, whether oral or written, including any non-disclosure agreement on the subject matter of Section 16, and constitutes the entire agreement between them. Neither Party has relied on any statement not set out in this Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.

How the contract is formed. This Agreement comes into force on the Effective Date, when:

Electronic formation and signature. The Particular Conditions may be signed electronically and in counterparts, each of which is an original and all of which together constitute one instrument. Where the Client accepts online, the Parties agree that their agreement requires no handwritten or electronic signature and that acceptance of this Agreement also constitutes execution of the DPA.

Authority. The person who signs the Particular Conditions or accepts online warrants that they are authorised to bind the Client. Where an Authorised User accepts this Agreement when creating an account under an existing Subscription, they do so on behalf of the Client, and the Client remains responsible for their acts and omissions.

Informed decision. The Client acknowledges that it has (i) satisfied itself that the Services meet its requirements and those of its Authorised Users; (ii) received from Cigno the information and explanation it needed to enter into this Agreement on an informed basis; and (iii) not relied, in deciding to subscribe, on the future availability of any functionality, roadmap item or product development not described in the Particular Conditions or the Documentation as available on the Effective Date.

Right to decline. Cigno may decline a subscription request, or a request to add Authorised Users or Services, on legitimate grounds, including where the intended use would breach Schedule A, where the Client is subject to trade sanctions under Clause 28.1, or where Cigno cannot lawfully provide the Services in the Client's jurisdiction.

Additions during the Subscription Term. The Client may add Authorised Users, Usage Entitlements or Services at any time by signing a new or amended Particular Conditions, or through the Platform where Cigno makes that available. Additions are charged from the date they take effect, are co-terminous with the current Subscription Term, and are subject to this Agreement.

Affiliates. Where the Subscription Details so record, the Client's Affiliates may use the Services as Authorised Users. The Client remains responsible for their compliance with this Agreement and liable for all Fees. An Affiliate may alternatively subscribe under its own Particular Conditions referencing this Agreement, in which case that Affiliate is the Client under that Particular Conditions.

Evaluations, trials and beta features. Where Cigno grants access to the Services free of charge for evaluation, or makes a feature available as a trial, preview or beta, that access is provided "as is", without any warranty, service level, support commitment or indemnity, is limited to internal evaluation and testing, may not be used for production work or in the Client's client-facing deliverables, and may be withdrawn or modified at any time. Sections 16, 17, 20 and 32 and Clauses 8.3 and 8.4 apply to that access; Clauses 8.1, 8.2, 15.3, 15.6, 15.7, 15.12, 18.2 and 19.1 do not, and no Membership Fee or Extension Pack charge arises for inference consumed during an evaluation, trial or beta. To the fullest extent permitted by applicable law, and subject only to Clause 20.5, Cigno has no liability arising out of or in connection with access under this clause. Cigno may delete data created during an evaluation, trial or beta on its conclusion, under Clause 12 of the DPA where that data includes Client Personal Data. Where the Parties have signed a separate proof-of-concept agreement, that agreement governs the evaluation it describes.

Grant. Subject to this Agreement and to payment of the Fees, Cigno grants the Client, for the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right for the Client and its Authorised Users to access and use the Services and the Documentation, within the Usage Entitlements, for the Client's internal business purposes and to deliver the Client's own professional services to its clients.

SaaS model. The Platform is provided as software as a service. It is a standard, multi-client product, not software developed to the Client's specification, and is not intended to meet any requirement of the Client not described in the Particular Conditions or the Documentation. The Client acknowledges that Cigno hosts and operates the Platform and that no copy of the software is delivered to the Client.

Tenant model. Unless the Subscription Details record a dedicated environment, the Services are provided in a multi-tenant environment in which isolation between clients is logical rather than physical, enforced by the controls in Annex II to the DPA. Where the Subscription Details record a dedicated environment, the additional measures in Annex II to the DPA apply.

Nature of Cigno's obligation. Cigno's principal obligation is to make the Services available and to maintain them, using the technical means necessary for their proper operation. As the publisher and operator of a software-as-a-service platform, and as a technical intermediary in respect of the content the Client processes through it, Cigno is bound by an obligation of means (best efforts) and not by an obligation of result, except where this Agreement expressly provides otherwise.

Dependencies. The Client acknowledges that the availability of the Services depends on third parties outside Cigno's control, including telecommunications operators, the public internet, the Client's own network and devices, the Client's identity provider where federated, and the infrastructure, model-inference and platform-service providers listed in Annex III to the DPA. Cigno is not liable for interruption, degradation or failure attributable to those dependencies, subject to Clause 20.5.

Client responsibilities for its environment. The Client is responsible, at its own cost, for procuring and maintaining the internet connectivity, devices, browsers and identity infrastructure needed to use the Services, and for keeping them within the minimum recommended configuration. Cigno may change that configuration for technical or security reasons and will notify the Client of any change requiring action.

Professional Services. Where the Particular Conditions or a statement of work provide for Professional Services, Cigno will perform them with reasonable skill and care by suitably qualified personnel, in accordance with the statement of work. They are provided on a time and materials basis unless the Particular Conditions state a fixed price. Professional Services deliverables consisting of configuration of the Platform for the Client are Client-Specific Configurations and Clause 12.4 applies. Unless the statement of work says otherwise, Professional Services are not subject to Clause 8.1 or Clause 8.2.

Mitigation. If either Party fails to perform an obligation under this Agreement, the other Party must take reasonable steps to limit the resulting harm. A Party that fails to do so may claim only for the harm it could not reasonably have avoided.

Administrators. The Client will appoint at least one administrator, who may create, suspend and delete Authorised User accounts, assign roles and permissions, and configure the Client's workspace, including the settings determining retention, external sharing and optional data flows. Cigno acts on the instructions of the Client's administrators and may treat those instructions as the Client's instructions.

Account creation. Each Authorised User receives an invitation and sets their own credentials. Cigno may require an Authorised User to acknowledge the terms of use presented in the interface before granting access. That acknowledgement is given on the Client's behalf and does not make the Authorised User a party to this Agreement; the Client remains solely responsible to Cigno for its Authorised Users' compliance.

Named users. Unless the Particular Conditions state otherwise, Authorised User accounts are named and personal to an individual, may not be shared, and their credentials may not be disclosed to any other person. A named account may be reassigned to a replacement individual where the original Authorised User leaves the Client's organisation or changes role; it may not be rotated between concurrent individuals to avoid Usage Entitlements.

Authorised User undertakings. The Client will ensure that each Authorised User:

Attribution. Any access to the Services, instruction given, or transfer of data carried out through an Authorised User's account is deemed to have been carried out by that Authorised User and by the Client, unless the Client has notified Cigno of a compromise under Clause 6.4(c) and the act occurred after that notification.

Deprovisioning. The Client will remove an Authorised User's access promptly when they cease to be entitled to it. The Client acknowledges that Cigno cannot detect that event and relies on the Client to act.

Cooperation. The Client will ensure that its Authorised Users cooperate with Cigno as reasonably required for the provision of the Services, and will provide and keep up to date the information Cigno needs for provisioning, invoicing and payment. The Client bears the consequences of any failure or delay in doing so.

The Client will use the Services, and will ensure that its Authorised Users use them, in accordance with this Agreement, the Documentation and Schedule A (Acceptable Use Policy).

Lawfulness. The Client will comply with all laws applicable to its use of the Services, including data protection law, intellectual property law, export control and sanctions law, professional-secrecy and regulatory obligations applicable to its own business, and the AI Act. The Client will inform Cigno in writing of any regulation specific to the Client's business or to its own clients' sectors that applies to the Services, so that the Parties can consider its effect. Cigno is not obliged to identify or comply with regulation specific to the Client's activity.

Content responsibility. The Client is responsible for:

Sensitive data and free-text fields. The Client will not upload special category data (Art. 9 GDPR), criminal-offence data (Art. 10 GDPR) or sensitive personal data (Art. 5(c) FADP) except in accordance with Annex I §C of the DPA. The Client gives that notice by writing to privacy@cignoai.com, and Cigno will confirm in writing the additional measures that will apply before any such data is uploaded. The Client will not enter such data, or any data subject to specific regulation restricting its use, into free-text fields not designed for it.

Restrictions. The Client will not, and will not permit any Authorised User or third party to:

Prohibited and high-risk uses. The Client will not use the Services for any purpose prohibited by Schedule A. The Client will notify Cigno in writing in advance if it intends to use the Services in connection with the recruitment, selection, promotion, termination, task allocation, monitoring or performance evaluation of individuals, or for any other purpose that may fall within Annex III of the AI Act, so that the Parties can agree whether and on what terms it can be supported. Cigno may decline such use.

Guarantee of Authorised Users. The Client will ensure that its Authorised Users comply with the requirements this Agreement states for them, and is liable for their acts and omissions as if they were its own. Nothing in this Agreement imposes an obligation directly on an Authorised User or confers a right on one; every such requirement is an obligation of the Client to procure the stated conduct.

Usage Entitlements. Cigno will make usage information available in the Platform, currently as a usage gauge. Clause 15.7 governs what happens when an Authorised User's Included Inference Allowance is exhausted, and Clause 15.7(h) applies where any other Usage Entitlement is exceeded. Cigno may apply per-tenant rate limits and quotas so that no client degrades availability for others.

Availability. Cigno will endeavour to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for interruptions due to support and maintenance. Cigno will use all commercially reasonable efforts to (i) undertake maintenance that causes as little disruption of the Services as possible and (ii) give the Client advance notice of any suspension of the Services. Clause 8.3 governs maintenance and Section 22 governs suspension, and neither is limited by this clause.

Support. Cigno is under no obligation to provide support for the Services. Where Cigno offers support, it is provided subject to Cigno's published support policy in force at the time, which Cigno may change, and Cigno gives no commitment as to its availability, hours, channels, response times or resolution times.

Maintenance. Cigno may carry out maintenance on the Services. Cigno will use reasonable efforts to schedule maintenance that requires an interruption outside 08:00–18:00 CET on business days and to give at least five (5) business days' notice of it. Cigno may carry out emergency maintenance at any time without notice where necessary to preserve the security, integrity or availability of the Platform, and will inform the Client as soon as it reasonably can. Cigno will use its best efforts to minimise the duration and consequences of maintenance.

Regulatory and security changes. The Client acknowledges that the Platform and the Services may have to be modified to comply with a legal or regulatory obligation, or to address an unforeseen and imminent threat such as fraud, malware, a data breach or a cybersecurity risk. Cigno will inform the Client by any available means as soon as it can. Clause 25.3 applies to the resulting changes to this Agreement.

Evolution. The Client acknowledges that Cigno may modify the technical infrastructure of the Platform and may release updates and new versions as technology evolves and to improve the quality, security or functionality of the Services. Updates form part of the Services and are subject to this Agreement.

No material degradation. Cigno will not, during a Subscription Term, make a change that materially reduces the functionality, security or performance of the Services as described in the Particular Conditions and the Documentation. If Cigno does so and does not remedy it within thirty (30) days of the Client's written notice, the Client may terminate the affected Services on written notice and receive a pro-rata refund of prepaid Fees for the terminated portion of the Subscription Term.

Deprecation. Cigno will give the Client at least three (3) months' notice before withdrawing a material feature or an API version on which the Client relies, and will use reasonable efforts to offer a functionally comparable alternative. Cigno will give at least six (6) months' notice of the end of life of a version of the Platform.

Client's obligation to upgrade. The Client will move to the current version of the Platform, and make any changes needed in its own systems to do so, within a reasonable period and in any event before any end-of-life date Cigno has notified. If the Client does not, Cigno may cease to support the superseded version, may make it unavailable, and may terminate the affected Services under Clause 23.2(c), in which case the Client will be refunded pro rata for the unused prepaid portion of the Subscription Term.

Assistance. Cigno will use its best efforts to limit the impact of changes under this Section and to assist the Client in adapting to them.

Ownership. As between the Parties, the Client owns all Client Content, including all Intellectual Property Rights in it. Nothing in this Agreement transfers any right in Client Content to Cigno.

Licence to Cigno. The Client grants Cigno, and permits Cigno to grant to the sub-processors listed in Annex III §§A, B and C to the DPA and to the operators of any connector the Client enables under Clause 14.1 (who are not sub-processors), a non-exclusive, worldwide, royalty-free licence to host, store, copy, index, embed, transmit, display, adapt and otherwise process Client Content solely to the extent necessary to provide, secure and support the Services for the Client during the Subscription Term and for the retention periods in Clause 23.7. This licence is limited to that purpose and ends when the Client Content is deleted or returned.

No other use. Cigno will not use Client Content for its own purposes, for the benefit of any other client or third party, or for any purpose other than providing the Services to the Client. Cigno will not share Client Content across clients or repurpose it. Clause 11.6 (no training) is a specific application of this rule.

Operational Data. Cigno owns the Operational Data and may use it to operate, secure, support, monitor, invoice for and improve the Services, and may derive aggregated, anonymised and non-identifying statistics from it, provided that those statistics cannot identify the Client, an Authorised User or any Client Content, and do not incorporate or reveal any Client Content. Where Operational Data contains personal data, Cigno processes it as controller under its Privacy Policy, as recorded in Clause 2.2 of the DPA.

Backup and export. The Client is responsible for deciding what Client Content to place on the Platform and, subject to Cigno's backup obligations in Annex II to the DPA, for keeping its own copies of anything it cannot afford to lose. The Platform allows the Client to export Client Content in a structured, commonly used, machine-readable format at any time during the Subscription Term. Cigno is not a system of record or an archiving service. Where the Client requires long-term retention, enforceability or evidential preservation of a deliverable, it must retain its own copy outside the Platform.

External sharing. Where the Client enables external sharing of Client Content, it is responsible for the settings it selects, for verifying the identity of any recipient before granting access, and for how long access links remain valid. The Client acknowledges the difference between anonymous tokenised share links, which can be revoked only per link and carry no recipient identity, and identity-based external access, which can be revoked per recipient, as described in Annex II §7 of the DPA. Cigno is not responsible for the consequences of a sharing configuration the Client chooses.

Infringement and unlawful content notices. A person who considers that Client Content, or material reached through a share link, infringes their rights or is unlawful may notify Cigno at legal@cignoai.com. A notice must identify the notifier and their contact details, the material and where it is reached, state the right relied on and why the use is not authorised, and confirm that the notice is accurate. On receiving a notice Cigno may disable access to the specific material or share link concerned, and will notify the Client without undue delay, with the notice, so that the Client can respond. Cigno will restore access where the Client demonstrates that the material is lawful and properly licensed, or where the notice is withdrawn or shown to be unfounded. Cigno may suspend the Client's ability to create share links, and may act under Clause 22.2 or Clause 23.2, where notices about the same Client are repeated and well-founded. This clause does not oblige Cigno to monitor Client Content, does not make Cigno responsible for assessing the merits of a claim, and is without prejudice to Clause 7.3.

What the Platform does. The Services use artificial intelligence, including large language models supplied by the inference providers listed in Annex III to the DPA, to generate analyses, drafts and consulting deliverables from Client Content and the instructions Authorised Users give. Where an Authorised User interacts directly with a Cigno agent, that is disclosed in the interface in accordance with Art. 50(1) of the AI Act.

Outputs are drafts. Outputs are drafts and working material for professional review. They are not advice, not a professional opinion, and not a deliverable in a form fit to be issued without review. AI systems can and do produce output that is inaccurate, incomplete, out of date, internally inconsistent, or wholly fabricated while appearing plausible, and can misattribute or misquote a source.

The Client's review obligation. The Client will apply meaningful human review by a person competent to perform it to every Output before relying on it, incorporating it into a deliverable, disclosing it to a third party, or acting on it. That review is a condition of the Client's right to use an Output. The Client's personnel remain professionally responsible for any work product they issue, whether or not produced with the assistance of the Services, and the Client remains solely responsible for any decision it or its clients take on the basis of an Output.

No professional advice. Cigno does not provide consulting, legal, financial, tax, accounting, actuarial, medical, engineering or other professional advice. Cigno is not the Client's adviser, does not practise any regulated profession, and gives no opinion on the substance of any engagement the Client performs. Content the Platform or Cigno provides about the suitability of a model, agent, workflow or project type for a given purpose is informational only and not advice.

Cigno is not a party to the Client's engagements. Cigno is not a party to any contract, engagement, deliverable or advice between the Client and its own clients or any third party, and assumes no responsibility for it. Cigno is not liable in any way for a dispute between the Client and an Authorised User, between the Client and its own client, or between the Client and any third party, that is not attributable to Cigno's own breach of this Agreement.

No training on the Client's Confidential Information. Cigno will not use the Client's Confidential Information to train, fine-tune, re-train, evaluate, benchmark or otherwise develop or improve any artificial intelligence or machine-learning model, whether its own or a third party's, and will not permit any provider in its supply chain that receives it to do so. Cigno has not opted in to any programme of any such provider that would permit it, and will maintain that position for the term of this Agreement. Client Content is the Client's Confidential Information (Clause 16.1), so this commitment covers it. Clause 6.1 of the DPA imposes materially the same restriction on every provider that receives Client Content or Client Personal Data, and Clause 6.2 of the DPA records that this commitment governs. Where a provider retains a limited abuse- or safety-monitoring capability that Cigno cannot contractually disapply, that carve-out is disclosed in Annex III to the DPA and Cigno does not represent that no data is retained.

Ownership of Outputs. As between the Parties, the Client owns the Outputs generated for it, as Client Content, together with all Intellectual Property Rights in them that are capable of subsisting, and Cigno assigns to the Client any such rights that vest in Cigno by operation of law. Cigno acquires no rights in Outputs beyond the licence in Clause 10.2.

Limits of what can be owned. The Client acknowledges that:

Automated decision-making. Cigno does not take decisions about individuals based solely on automated processing. Where the Client uses the Services in a way that engages Art. 22 GDPR or Art. 21 FADP, it is responsible for the resulting obligations, including meaningful human involvement and informing the individuals concerned, and Cigno will assist it under Clause 8 of the DPA.

AI Act roles. The Parties record their understanding that, as at the Effective Date, Cigno acts as a provider of a limited-risk AI system under the AI Act, subject to the transparency obligations in Art. 50, and the Client as a deployer. Cigno will (i) disclose direct interaction with an AI system under Art. 50(1); (ii) mark synthetic output as artificially generated in a machine-readable format where technically feasible, under Art. 50(2); (iii) pass through, on request, the downstream provider information it receives from general-purpose AI model providers under Art. 53(1)(b); and (iv) notify the Client if a change in the Services or in the Client's disclosed use case would in Cigno's assessment bring the Services within Annex III of the AI Act. The Client will (i) use the Services in accordance with the Documentation; (ii) assign human oversight to persons with the necessary competence, training and authority; (iii) meet its own deployer obligations, including any obligation to inform workers or their representatives and individuals subject to a decision; and (iv) give the notice required by Clause 7.6. Each Party will ensure that its personnel who operate or use the Services have a sufficient level of AI literacy, as required by Art. 4 of the AI Act.

Model selection and change. Cigno selects the models used to deliver the Services and may add, remove, substitute or reconfigure a model, provided that it does not thereby materially reduce the quality or security of the Services and that it complies with Clause 11 of the DPA on processing locations and the sub-processor notification requirements in Clause 7 of the DPA. Where the Subscription Details record a data-residency option, Cigno will not route inference performed through the providers listed in Annex III §B to the DPA outside the region that option specifies. That undertaking applies to hosting and model inference; the Client acknowledges that an optional data flow it enables under Clause 14.2, in particular web search, may be served from outside that region, as disclosed per provider in Annex III to the DPA.

Accuracy under data protection law. As between the Parties, accuracy of Client Personal Data for the purposes of Art. 5(1)(d) GDPR is the Client's obligation as controller. Clause 6.2 of the DPA records that this Agreement, and not the DPA, governs the accuracy of generated content.

Autonomous action. Some features of the Services act without a human confirming each step — including agents and workflows that run to completion unattended, and connectors that write to, modify or send from a system outside the Platform. Where the Client enables such a feature, the Client is responsible for the scope it grants it, for the credentials and permissions it gives it, and for the safeguards, testing, monitoring and reversibility it puts around it, and accepts the consequences of an action taken within that scope. Clause 11.3 does not require Cigno to interpose a human step, and the Client's review obligation under Clause 11.3 extends to the configuration of any such feature before it is enabled. Cigno will label a feature that acts without human confirmation, and Clause 14.2 applies to it so that it is off until the Client enables it. Cigno's liability for an action taken by such a feature is subject to Section 20.

Cigno Materials. Cigno, or its licensors, owns and retains all right, title and interest, including all Intellectual Property Rights, in and to the Cigno Materials. Neither the existence nor the performance of this Agreement transfers or assigns any Intellectual Property Right in the Cigno Materials. The Platform is licensed, not sold. All rights not expressly granted are reserved.

Licence to use marks. Cigno grants the Client a non-exclusive, non-transferable, revocable right, for the Subscription Term, to reproduce and display Cigno's trade marks and logos within the Client's own organisation for internal communication about the Services, subject to Cigno's brand guidelines. The Client will not use Cigno's marks in advertising or promotion of the Client's own or a third party's services without Cigno's prior written consent.

Third-party software. Third-party and open-source components incorporated in the Platform are governed by their own licence terms, which Cigno will identify on request. Where an open-source licence grants the Client rights broader than this Agreement, that licence prevails for the component concerned.

Client-Specific Configurations. As between the Parties:

Infringement of Cigno's rights. The Client will not assert or claim any interest in the Cigno Materials, nor do anything that may adversely affect the validity of Cigno's rights in them. The Client acknowledges that a breach of Clause 7.5(c) or (d) may constitute an infringement actionable under civil and criminal law.

If the Client or an Authorised User gives Cigno a comment, suggestion, enhancement request, usability observation or test result concerning the Services ("Feedback"), the Client grants Cigno a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable licence to use, store, copy, modify, create derivative works of, and incorporate that Feedback into any Cigno product or offering.

Cigno will use Feedback anonymously and will not attribute it to the Client without the Client's prior written consent.

The Client is under no obligation to give Feedback and may withhold any Feedback that would incorporate, reveal or embody Client Content or the Client's Confidential Information. Feedback that nonetheless contains Client Content remains Client Content and Clause 13.1 does not apply to it.

Client-enabled connectors. Where the Client enables a connector — including a Model Context Protocol connector — to one of its own or a third party's systems, it authorises Cigno's AI engine to retrieve data from that system. The operator of that system is not a Cigno sub-processor; the Client selects and authorises it. Data retrieved through a connector becomes Client Content on entry to the Platform.

Optional data flows are off by default. Optional flows, including web search, connectors, public share links and external viewer access, are disabled unless the Client enables them. By enabling one, the Client instructs Cigno to operate it and accepts the disclosures for it in Annex III to the DPA, including that a web search query may embed context derived from Client Content. Product analytics is different in kind: it is telemetry that Cigno processes as controller under Annex III §D to the DPA, it does not receive Client Content, it forms no part of the Client's authorisation under Clause 7 of the DPA, and the Client may switch it off.

Client integrations and developments. The Client assumes full responsibility for the consequences of (i) integrating any third-party service or software with the Platform where the integration was not implemented by Cigno, and (ii) any development the Client or its representatives carry out, including against Cigno's APIs. Cigno is not liable for damage arising from those integrations or developments, including where the Client builds its own workflow against the API rather than using the Platform's standard flow.

API use. Where the Client uses Cigno's API, it will comply with the Documentation, including the rate limit policy, will provide accurate information about its integration on request, and will demonstrate on Cigno's reasonable request that any mandatory steps described in the Documentation are correctly implemented.

Fees and taxes. The Client will pay the Fees stated in the Particular Conditions. Fees are stated exclusive of value added tax and any other applicable tax, duty or levy, which the Client will pay in addition at the applicable rate. Where a change in the applicable rate takes effect, the new rate applies to invoices issued after it and the Client may not dispute it or use it as a ground to terminate.

Where the prices are stated. The Fees are stated in the Particular Conditions. Where there are no Particular Conditions (e.g. for a subscription taken through the Platform) they are stated in the Price List, and Cigno will not accept such a subscription unless a Price List is published at that time.

Membership Fee. The Membership Fee is charged per Authorised User per Billing Month at the rate stated in the Particular Conditions. It covers that Authorised User's use of the Platform and that user's Included Inference Allowance. It does not purchase support, which Clause 8.2 governs.

Invoicing. Cigno will invoice:

Payment. Unless the Particular Conditions state otherwise, invoices are payable within thirty (30) days of the invoice date, by bank transfer to the account Cigno specifies. For a subscription taken through the Platform without Particular Conditions, the Client registers a payment method (card or SEPA direct debit) and authorises Cigno and its payment provider to charge the Fees to that method on a recurring basis — the Membership Fee monthly in advance, and each Extension Pack on approval — for the Subscription Term and each Renewal Term until the Subscription is terminated. The Client will keep that payment method valid and will update it immediately on expiry, on a change of account details, or if a debit is rejected. Where a payment date falls on a non-business day, payment is taken on the next business day.

Included Inference Allowance. The Membership Fee includes, for each Authorised User, an allowance of AI model consumption — inference, embedding and re-ranking — for that user's own use.

Extension Packs.

Price changes.

Late payment. Without prejudice to Cigno's other rights, an amount not paid when due bears interest from the day after the due date, without the need for a reminder, at twelve per cent (12%) per annum, or at the statutory rate under Art. 104 of the Swiss Code of Obligations if higher. Cigno may also recover the reasonable costs of recovering an overdue amount, including reasonable legal and collection costs. Clause 22.1 applies to suspension for non-payment.

No set-off. The Client will pay all amounts due in full, without set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law. Where a withholding is required, the Client will pay Cigno such additional amount as leaves Cigno with the amount it would have received had no withholding been required, and will provide Cigno with the relevant tax receipt.

No refunds on termination by the Client. Except where this Agreement expressly provides for a refund or credit — Clauses 9.2, 9.4, 15.7(f), 18.2(c), 19.2, 21.4(c), 22.5(c), 22.5(d), 23.2(c), 23.2(d), 23.3, 24.4, 25.2(a), 25.3, 26.2, 26.3, 27.3, 31.6 and Clause 7.3 of the DPA — Fees are non-refundable, no pro-rata refund is due on termination or non-renewal by the Client, and a Billing Month that has begun remains payable in full. Clause 15.12(e) applies to a departure during the Minimum Commitment Period.

Minimum Commitment Period.

Definition. "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient") in connection with this Agreement, in any form, whether or not marked confidential, including the terms of any Particular Conditions (but not these published Terms or the Price List), technical data, source code, architecture, security documentation, product roadmaps, pricing, business plans, financial information, trade secrets and know-how. Client Content is the Client's Confidential Information. The Cigno Materials, the Documentation, Cigno's security documentation and Cigno's audit and penetration-test reports are Cigno's Confidential Information.

Obligations. The Recipient will:

Each Party guarantees compliance with this Section by the persons to whom it discloses Confidential Information and remains liable for their breach.

Exclusions. The obligations in Clause 16.2 do not apply to information that: (a) is or becomes public through no act or omission of the Recipient; (b) the Recipient already lawfully held free of any confidentiality obligation before disclosure; (c) the Recipient develops independently without use of or reference to the Discloser's Confidential Information; or (d) the Recipient lawfully receives from a third party that, so far as the Recipient is aware, was not under a confidentiality obligation to the Discloser.

Compelled disclosure. The Recipient may disclose Confidential Information where required by law, by a court, or by a regulatory or supervisory authority, provided that, unless legally prohibited, it (a) notifies the Discloser in advance and in sufficient time to allow the Discloser to seek protective measures, (b) discloses only the minimum required, and (c) uses reasonable efforts to obtain confidential treatment. Clause 4.4 of the DPA applies additionally where Client Personal Data is requested.

Return and destruction. Within fourteen (14) days of a written request, the Recipient will return or, at the Discloser's option, destroy the Discloser's Confidential Information in its possession or control and, on request, certify that it has done so. The Recipient may retain a copy to the extent required by law, by a regulator or by its bona fide internal backup or records-retention policy, and any copy so retained remains subject to this Section for as long as it is retained. Clause 23.7 governs the return and deletion of Client Content.

Duration. This Section takes effect from the start of the Parties' discussions, including any period before the Effective Date, and continues for five (5) years after the end of this Agreement. In respect of information that constitutes a trade secret within the meaning of Art. 2 of Directive (EU) 2016/943, or that is protected as a manufacturing or business secret under Swiss law, the obligations continue for as long as the information retains that status. Client Content and Client Personal Data remain confidential without limit in time.

Equitable relief. Each Party acknowledges that a breach of this Section may cause harm for which damages are an inadequate remedy, and that the other Party may seek injunctive or other interim relief in addition to any other remedy.

DPA. The processing of personal data under this Agreement is governed by the DPA, which forms part of this Agreement. The Client acknowledges that it has read the DPA and, where it accepts this Agreement online, that acceptance of this Agreement constitutes execution of the DPA. Where this Agreement conflicts with the DPA on the processing of personal data, the DPA prevails.

Roles. In respect of Client Personal Data, the Client acts as controller (or as processor for a third-party controller, as recorded in the Subscription Details) and Cigno acts as processor. In respect of account, billing, marketing and Operational Data, Cigno acts as an independent controller under its Privacy Policy.

Security. Cigno will implement and maintain the technical and organisational measures described in Annex II to the DPA, which are appropriate to the risk. Annex II is published separately and incorporated into the DPA by reference under Clause 1.4 of the DPA, and the current version is available at the address stated there. Cigno may update those measures under Clause 5.2 of the DPA and Clause 25.2(b) of these Terms provided the level of security is not materially reduced, and retains every superseded version in the dated archive referred to in the definition of "DPA". Any availability figure, recovery time objective, recovery point objective, response time or other performance metric stated in Annex II, in the Documentation or in any assurance material is a technical and organisational measure recorded for the purposes of Article 32 of the GDPR and Article 8 of the FADP. It is not a service level owed to the Client, no service credit or other financial remedy attaches to a failure to meet it, and Clause 8.3 governs the interruptions to which it is subject.

The Client's security responsibilities. The Client is responsible for the security decisions within its control, including user provisioning and deprovisioning, role and permission assignment, enforcement of multi-factor authentication on its own accounts, its identity provider and single sign-on configuration, its retention and sharing settings, the security of its endpoints and credentials, and protecting itself against data loss and malware, including by keeping its systems and antivirus software up to date.

Assurance. Cigno will make available the assurance materials described in Clause 10.1 of the DPA — including its current Annex II, a summary of its most recent independent penetration test with remediation status, and a completed industry security questionnaire — under NDA and, on request, within 15 business days. As provided in Clause 10.1 of the DPA that pack is provided at no charge no more than once in any twelve-month period, without prejudice to Cigno's separate assistance obligation under Clause 8.4 of the DPA, the costs of which are subject to the limitations of liability in this Agreement. Cigno will commission an independent third-party penetration test at least annually against the external perimeter and the authenticated application, and will track findings to remediation and retest. A figure or metric appearing in any assurance material is provided for information and is not a commitment, and Clause 17.3 applies to it. Cigno's control environment is designed to the SOC 2 Trust Services Criteria and is structurally aligned with the principles of ISO/IEC 27001. Cigno does not hold a SOC 2 attestation or an ISO/IEC 27001 certificate as at the Effective Date, and does not represent that it does. Cigno will notify the Client if that position changes.

Audit. The Client's audit rights are those set out in Clause 10 of the DPA — documentation in the first instance under Clause 10.1, and inspection on the conditions in Clause 10.2 — and are not extended by this Agreement.

Breach notification. Cigno will notify the Client of a personal data breach affecting Client Personal Data within thirty-six (36) hours of becoming aware of it, as provided in Clause 9 of the DPA. Cigno will notify the Client without undue delay of any other security incident that materially affects the confidentiality, integrity or availability of Client Content.

Sub-processors. Cigno may engage sub-processors in accordance with Clause 7 of the DPA. Cigno remains fully liable to the Client for the performance of each sub-processor's data protection obligations. Cigno makes the current list available to the Client in Annex III to the DPA, and will give at least thirty (30) days' notice before adding or replacing a sub-processor, subject to Clause 22.5(b). The Client may object to a new sub-processor on the grounds and within the period stated in Clause 7.3 of the DPA. Where Cigno can offer a reasonable alternative only at materially increased cost, Clause 7.3 of the DPA permits it to offer that alternative at an adjusted fee reflecting the additional cost it directly incurs; the Client may accept or decline the offer, and if it declines, or if no reasonable alternative can be offered, it may terminate under Clause 7.3 of the DPA and Clause 23.3. An adjusted fee offered under Clause 7.3 of the DPA takes effect only if the Client accepts it, and Clause 15.8 does not otherwise apply to it.

Other subcontracting. Cigno may subcontract parts of the Services other than the processing of Client Personal Data, and remains responsible for the performance of its subcontractors.

Mutual warranties. Each Party warrants that it has the capacity, authority, rights and permissions to enter into this Agreement and to perform its obligations under it, and that it will comply with all laws applicable to its performance.

Cigno's warranties. Cigno warrants that:

Client's warranties. The Client warrants that (a) it and its Authorised Users subscribe and use the Services in the course of their trade, business, craft or profession, except as provided in Section 24; (b) each Authorised User is at least 18 years old, or of the age of majority in their jurisdiction of residence, and is competent to accept this Agreement; and (c) the warranties in Clause 7.3 apply to all Client Content.

Disclaimer. Except as expressly stated in Clause 18.2, and to the fullest extent permitted by applicable law, the Services, the Platform, the Documentation, all Outputs and any open-source software delivered with the Platform are provided "as is" and "as available", and Cigno disclaims all other warranties, conditions, representations and terms, whether express or implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, title and non-infringement. In particular, and without limiting Clause 11, Cigno does not warrant that:

Mandatory law. Nothing in this Section excludes or limits a warranty or right that cannot be excluded or limited under mandatory applicable law, including mandatory consumer protection law where Section 24 applies.

Cigno's IP indemnity. Cigno will defend the Client against any claim by a third party that the Platform, as provided by Cigno and used by the Client in accordance with this Agreement, infringes that third party's Intellectual Property Rights, and will indemnify the Client against damages, costs and reasonable legal fees finally awarded against the Client by a court of competent jurisdiction, or agreed by Cigno in settlement, in respect of such a claim.

Mitigation of an IP claim. If a claim under Clause 19.1 is made or is in Cigno's reasonable opinion likely, Cigno may at its option and expense (a) procure the right for the Client to continue using the Platform, or (b) modify or replace the affected part of the Platform so that it is non-infringing while remaining materially equivalent in functionality. If Cigno has not implemented option (a) or option (b) within thirty (30) days of the claim being notified, either Party may terminate the affected Services on written notice, and Cigno will refund the Client the prepaid Fees for the unexpired portion of the Subscription Term. That refund, together with the indemnity in Clause 19.1, is the Client's sole and exclusive remedy for an infringement claim.

The Client's indemnity. The Client will defend and indemnify Cigno, its Affiliates and their respective officers, employees and agents against any claim, proceeding or demand by an Authorised User, by the Client's own client, by any other third party or by a public authority, and against all resulting damages, fines, costs and reasonable legal fees, arising from:

Indemnity procedure. The indemnified Party will (a) notify the indemnifying Party promptly in writing of the claim, provided that a delay relieves the indemnifying Party only to the extent it is prejudiced by it; (b) give the indemnifying Party sole control of the defence and settlement, save that the indemnifying Party will not agree a settlement that imposes a non-monetary obligation on, or admits fault by, the indemnified Party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defence at its own cost with counsel of its choice.

Basis. The Parties agree that the allocation of risk in this Section, read with Sections 11, 18 and 19, is a decisive condition of Cigno's agreement to provide the Services at the Fees stated in the Particular Conditions, and that the Fees reflect that allocation and the Parties' relative economic positions. Neither Party would have entered into this Agreement on these commercial terms without it.

Excluded losses. To the fullest extent permitted by applicable law, neither Party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

Cap. Subject to Clause 20.5, each Party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid or payable by the Client under this Agreement in the six (6) months immediately preceding the event giving rise to the claim (or, where the claim arises in the first six months, six times the Membership Fee payable for the first full Billing Month, calculated on the Committed Minimum or, where there is none, on the highest number of Authorised Users provisioned in that Billing Month, plus the price of any Extension Packs paid for before the event). Where the event giving rise to the claim occurs after the Subscription Term has ended — including during the deletion and backup-expungement periods stated in Clause 23.7 and the legal-retention periods under Clause 12.4 of the DPA, during which the DPA continues in force under its Clause 13.2 — the cap is the total Fees paid in the last six months of the Subscription Term.

One cap. The cap in Clause 20.3 is a single aggregate cap for all claims, not a cap per claim. A series of connected claims constitutes one claim, and the cap is calculated by reference to the first event in the series.

Uncapped and unexcluded liability. Nothing in this Agreement excludes or limits:

What is inside the cap. Subject only to Clause 20.5, Clauses 20.2 and 20.3 apply to each Party's liability for breach of Section 16 (Confidentiality), including Cigno's liability for an unauthorised disclosure of, or unauthorised access to, Client Content, and to Cigno's liability under the indemnity in Clause 19.1.

No liability for specified matters. Without limiting Clauses 20.2 and 20.3, and subject to Clause 20.5, Cigno is not liable for:

Notification of claims. A Party that intends to bring a claim under this Agreement will notify the other Party in writing, setting out the facts giving rise to it and the amount claimed, within twenty-four (24) months of the date on which it first became aware, or ought reasonably to have become aware, of those facts.

Third-party claims between Parties' personnel. Neither Party is liable for damage caused by the other Party or by that other Party's employees, agents or Authorised Users.

Term. This Agreement comes into force on the Effective Date and continues for the Subscription Term, unless terminated earlier under Section 23. Where more than one set of Particular Conditions is in force, this Agreement continues until the last of them expires or terminates.

Initial Subscription Term. The Initial Subscription Term is the period stated in the Particular Conditions and, where none is stated, three (3) Billing Months, beginning on the Effective Date. It is never shorter than the Minimum Commitment Period, and Clause 15.12 applies to it. The Client's commitment is for that full period, subject only to a termination for cause within Clause 21.4(b), to Clause 21.4(c) and to Section 24.

Automatic renewal. The Subscription renews automatically at the end of the Initial Subscription Term, and at the end of each Renewal Term, for a further period equal to the expiring period, unless notice of non-renewal is given before the then-current period expires:

Non-renewal and early termination.

Renewal Fees. Clause 15.8(a) governs revision of the Fees on renewal. Where Cigno has not given notice of a revision under Clause 15.8(a), the Renewal Term is charged at the Fees for the expiring term.

Suspension with notice. Cigno may suspend or limit the Client's or an Authorised User's access to all or part of the Services where the Client is in breach of this Agreement or of applicable law, or where there has been a payment incident, and the Client has not remedied it within seven (7) days of Cigno's written notice requiring it to do so.

Suspension without notice. Cigno may suspend or limit access to all or part of the Services immediately, without prior notice, where an act, omission or negligence of the Client or of an Authorised User is likely to (a) constitute a threat to the security or integrity of the Platform or to another client's data, (b) create a legal or regulatory risk for Cigno, or (c) cause material harm to Cigno's reputation. Cigno will notify the Client of the suspension and its reasons as soon as it can, and will limit the suspension in scope and duration to what is necessary.

Consequences. Save as provided in Clause 22.5(c), suspension does not relieve the Client of its obligation to pay the Fees for the suspended period. During suspension the Client's access to Client Content may be limited. Cigno will lift the suspension once the cause has been remedied. Suspension is without prejudice to Cigno's right to terminate under Clause 23.2.

Proportionality. Cigno will use reasonable efforts to suspend only the affected Authorised User, workspace or Service, rather than the whole Subscription, where that is sufficient to address the cause.

Loss of a supplier, and Cigno's right to substitute. Notwithstanding Clauses 9.2 and 11.11:

Termination by either Party for cause. Either Party may terminate this Agreement or the affected Services immediately on written notice if the other Party:

Termination by Cigno. Cigno may also terminate this Agreement or the affected Services on written notice:

Termination by the Client. The Client may also terminate the affected Services, without penalty and with a pro-rata refund of prepaid Fees for the terminated portion, where Clause 9.2 (material degradation), Clause 15.7(f) (Cigno's failure in the approval or restoration process), Clause 15.8(d) (refusal of a Fee increase), Clause 18.2(c) (uncorrected non-conformity), Clause 19.2 (IP claim not resolved within the period stated there), Clause 22.5(d) (loss of a supplier) or Clause 7.3 of the DPA (sub-processor objection) applies. Where Clause 7.3 of the DPA so provides — because the Sub-processor objected to is essential to the Services as a whole — the Client may terminate this Agreement, and not merely the affected Services, on the same terms.

Insolvency. Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, ceases trading, is placed into bankruptcy, moratorium, composition, liquidation, receivership or administration, or enters into an arrangement with its creditors generally, in each case to the extent permitted by applicable insolvency law. The Party concerned will notify the other by registered letter.

Non-renewal and early termination. Clause 21.3 governs notice of non-renewal and Clause 21.4 governs early termination, including the acceleration of Fees under Clause 21.4(b) where the Client terminates without cause.

Effect of termination. On the effective date of expiry or termination:

Client Content on termination. Cigno will:

Switching to another provider or to on-premises infrastructure. This clause applies where the Client is established in the European Union or the Services are provided to the Client in the European Union, and gives effect to Chapter VI of Regulation (EU) 2023/2854.

Exportable Data. "Exportable Data" means the data and digital assets listed in Part 1 of Schedule B, which specifies exhaustively the categories that can be ported. Part 2 of Schedule B specifies the categories of data relating to the internal functioning of the Platform that are exempt from Exportable Data because their export would risk breaching Cigno's or a third party's trade secrets. An exemption in Part 2 does not impede or delay the switching process under Clause 23.8, and Cigno will not rely on it to withhold anything within Part 1.

Termination of dependent Services. Termination of the Client's core Platform subscription automatically terminates any additional Service that requires it. Termination of one set of Particular Conditions does not terminate another unless this Agreement is terminated as a whole.

Survival. The following survive expiry or termination: Clause 3.5, Section 10 (in respect of ownership and Operational Data), Clauses 11.2 to 11.8, Section 12, Section 13, Section 15 (in respect of amounts accrued and their measurement, invoicing and payment), Section 16, Section 17 (for as long as Cigno holds Client Personal Data), Clause 18.4, Section 19, Section 20, Clauses 9.2, 19.2, 22.5(c), 22.5(d), 23.2(c), 23.2(d), 23.3, 23.6 to 23.11, Section 29, Section 30, Section 31 and Section 32, together with any other provision that by its nature is intended to survive.

Application. This Section applies where the Client is an Individual Subscriber. Where it conflicts with another provision of this Agreement, this Section prevails as regards that Individual Subscriber.

Professional individuals. An Individual Subscriber who subscribes for the purposes of their trade, business, craft or profession — including a self-employed consultant, a sole practitioner and a partner in a firm — acts in a professional capacity, is not a consumer, and is not entitled to the protection of consumer protection law. This Agreement applies to them in full, and the Individual Subscriber confirms that this is the basis on which they subscribe. They are responsible for the acts and omissions of anyone they permit to use their account, and Clause 6.3 (no account sharing) applies.

Consumers. Where, notwithstanding Clause 24.2, an Individual Subscriber is a consumer under mandatory applicable law:

Right of withdrawal. A consumer resident in the EU or the EEA has the right to withdraw from this Agreement within fourteen (14) days of its conclusion, without giving a reason, by an unambiguous statement sent to support@cignoai.com. Cigno will refund the payments received within fourteen (14) days of being informed. If the consumer asks Cigno to begin providing the Services during the withdrawal period, they must expressly request this and acknowledge that they will lose the right of withdrawal once the Services have been fully performed; where the Services have been partly performed, they will owe an amount proportionate to what was supplied before withdrawal. The subscription process presents this request and acknowledgement separately, and the consumer's confirmation is recorded.

Termination by a consumer. A consumer may terminate their subscription at any time, without giving a reason and without charge beyond the Fees for the current period, by a request through the account settings in the Platform. They should export their Client Content before termination takes effect.

Complaints for consumers. A consumer should send any question or complaint to support@cignoai.com.

Changes to this Agreement.

Changes to the Schedules and to the DPA. Cigno may update:

Changes required by law or security. Where Cigno must change this Agreement or the Services to comply with a legal or regulatory obligation, or to address an unforeseen and imminent threat such as fraud, malware, a data breach or a cybersecurity risk, the notice period in Clause 25.1 does not apply. Cigno will give as much notice as the circumstances allow, will limit the change to what is necessary, and will explain the reason for it. If the change materially and adversely affects the Client, the Client may terminate the affected Services on written notice within thirty (30) days, with a pro-rata refund of prepaid Fees for the terminated portion.

Other amendments. Any other amendment to this Agreement must be in writing and signed by an authorised representative of each Party. Where the Client accepts this Agreement online, an amendment may be made by Cigno presenting the amended terms for acceptance and the Client accepting them.

The Client may not assign, transfer, charge, subcontract or otherwise deal in this Agreement or any of its rights or obligations under it without Cigno's prior written consent, which Cigno will not unreasonably withhold. Any purported assignment in breach of this clause is void.

Cigno may assign or transfer this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, without the Client's consent, provided that (a) Cigno gives the Client written notice within a reasonable time, (b) the assignee agrees in writing to be bound by this Agreement, and (c) the assignment does not reduce the protection afforded to Client Content or Client Personal Data. Where the assignee is established outside the EEA, the United Kingdom or Switzerland, the Client may terminate the affected Services on written notice within thirty (30) days of the notice, with a pro-rata refund of prepaid Fees.

Where the Client is an Individual Subscriber who is a consumer, Cigno may transfer this Agreement only with that person's prior consent; if consent is refused, this Agreement terminates and prepaid Fees are refunded pro rata. No transfer may reduce their rights.

This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

Neither Party is liable for a failure or delay in performing its obligations, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control, including act of God, natural catastrophe, epidemic or pandemic, war, armed conflict, terrorism, civil unrest, act of a public authority, embargo or sanction, general strike, failure of the public internet or of a telecommunications network, failure of a utility, or a large-scale cyber-attack not attributable to that Party's failure to implement the measures required by this Agreement.

The affected Party will notify the other in writing within seven (7) days of the event. Its affected obligations are suspended from the date of notification, and it will use its best efforts to mitigate the consequences and to resume performance.

If the event continues for more than thirty (30) consecutive days, either Party may terminate the affected Services or this Agreement on written notice, and the Client will be refunded pro rata for the unused prepaid portion. Neither Party may claim compensation from the other for a termination under this clause, without prejudice to obligations intended to survive.

Sanctions and export control. Each Party warrants that it is not, and is not owned or controlled by a person that is, subject to sanctions administered by Switzerland, the European Union, the United Kingdom or the United States, and that it will not use or make the Services available in breach of applicable export control or sanctions law. The Client will not permit an Authorised User to access the Services from a sanctioned territory. Cigno may suspend or terminate access under Clause 22.2 or 23.2 where compliance requires it.

Anti-bribery and anti-fraud. Each Party undertakes (a) not to engage in bribery, corruption or fraud in connection with this Agreement; (b) to take reasonable steps to ensure that its officers, employees and any third party under its control comply; and (c) to inform the other Party promptly of any conflict of interest or of any event that could give it an undue advantage in the relationship.

The Client grants Cigno the right to use the Client's company name, logo and trade marks, and to identify the Client as a client of Cigno, as a reference in Cigno's marketing materials, customer list and website. Cigno will comply with any brand guidelines the Client supplies.

On the Client's written request, Cigno will cease any further such use without undue delay, and will remove the reference from material within its control within a reasonable period. Use already made in printed or distributed material before the request is not affected.

Cigno will not, without the Client's prior written consent, publish a case study, a quotation from the Client, or any description of the Client's use of the Services beyond identifying the Client as a client.

A notice under this Agreement must be in writing, in English, and sent to the address or email address recorded in the Subscription Details or notified in writing for that purpose.

A notice is deemed received (a) on delivery, if delivered by hand or by registered post with confirmation of receipt; or (b) on the business day after sending, if sent by email, provided the sender does not receive a delivery-failure message. A notice sent by email to Cigno must be sent to legal@cignoai.com, and a notice of termination or of a claim must additionally be sent by registered post where the recipient has recorded a postal address.

Operational communications about the Services — outage notices, maintenance windows, security advisories, breaking changes and policy updates — may be given by email to the Client's administrators or by notice in the Platform.

Independence. The Parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise or agency between them, and neither Party may bind the other or incur an obligation on its behalf.

No third-party rights. This Agreement does not confer a right on any person who is not a Party, except that Cigno's Affiliates may enforce Clause 19.3 and that an indemnified person named in Clause 19.3 may benefit from it.

Waiver. A failure or delay in exercising a right under this Agreement is not a waiver of it, and no single or partial exercise prevents a further exercise. A waiver is effective only if given in writing.

Severability. If a provision of this Agreement is or becomes invalid, illegal or unenforceable, it is severed to the minimum extent required and the remainder continues in force. The Parties will negotiate in good faith to replace the severed provision with a valid provision that comes as close as possible to its intended commercial effect.

Agreement on evidence. The Parties agree that electronic records kept in each Party's information systems constitute admissible evidence of the communications between them, provided the originating Party can be identified and the records were produced and kept in conditions that ensure their integrity. The Client agrees that the data recorded by the Platform constitutes evidence of the use made of the Services, including for calculating amounts due. A document signed electronically has the same evidential value as one signed by hand.

Hardship. If a change of circumstances unforeseeable at the Effective Date makes performance of this Agreement excessively onerous for a Party that did not agree to assume that risk, that Party may request a renegotiation. The Parties will negotiate in good faith for thirty (30) days. If they do not agree, either Party may terminate the affected Services on sixty (60) days' written notice, and the Client will be refunded pro rata for the unused prepaid portion.

Language. This Agreement is concluded in English. Where Cigno provides a translation, it is for convenience only and the English version prevails in the event of a discrepancy, except where mandatory applicable law provides otherwise, including for a consumer under Section 24.

Interpretation against the drafter. No rule of construction requiring that an ambiguity be resolved against the Party that drafted a provision applies to this Agreement, which the Parties have had the opportunity to review with their own advisers.

Escalation. Before commencing proceedings, the Parties will attempt in good faith to resolve any dispute concerning the validity, interpretation, performance, non-performance, suspension or termination of this Agreement. The Party raising the dispute will set out in writing the difficulty encountered and what it requests, and each Party will nominate a senior representative with authority to settle. The Parties will use their best efforts to reach agreement within sixty (60) days of that notice. No proceedings may be commenced until that period has expired, except proceedings to protect a Party's right of action, to prevent imminent harm, or to obtain interim or injunctive relief, in particular in respect of a threatened breach of Section 16 or of Intellectual Property Rights.

Governing law and jurisdiction. This Agreement is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Canton of Vaud, Switzerland have exclusive jurisdiction over any dispute concerning this Agreement, including as to its existence, validity, interpretation, performance or non-performance, whether arising before or after its expiry or termination, subject to any right of appeal to the Swiss Federal Supreme Court in Lausanne. That jurisdiction applies equally to proceedings against multiple defendants and to third-party claims. It is without prejudice to either Party's right to apply for provisional or protective measures before any court having jurisdiction to grant them, including under Art. 13 of the Swiss Civil Procedure Code and Art. 10 of the Swiss Private International Law Act, consistently with Clauses 16.8 and 32.1.

Consumers. Where the Client is an Individual Subscriber who is a consumer under mandatory applicable law, this Agreement is governed by the law of their country of habitual residence to the extent that law affords them protection that cannot be derogated from by agreement, and they may bring proceedings in, and may be sued only in, the courts of their country of habitual residence.

The Client will not upload malicious code, and will not upload special category, criminal-offence or sensitive personal data except as permitted by Clause 7.4 and Annex I §C of the DPA.

The Client will not upload any category Clause 7.4 prohibits absolutely — cardholder data, protected health information, and data whose processing requires a certification or security standard Cigno does not hold — and no notification under Clause 7.4 permits them.

The Client will not use the Services as the sole repository of any material it is required to retain, and will not rely on the Platform as a system of record or an archive (Clause 10.5).

The Client will report any suspected breach of this Schedule, compromise of an account, and security vulnerability to support@cignoai.com without undue delay.

Cigno may investigate a suspected breach. Cigno does not monitor the substance of Client Content in the ordinary course, and its ability to detect a breach is limited by design — the security measures in Annex II to the DPA are built so that Cigno personnel cannot see Client Content by default. Primary responsibility for use of the Services therefore rests with the Client.

Where Cigno reasonably suspects a breach that creates an immediate risk to the Platform, to another client, or to Cigno's legal position, it may suspend access under Clause 22.2 while it investigates, and will restore access as soon as the risk is addressed.