Terms&
Conditions.

These Terms & Conditions ("Terms") are entered into between Ambrella GmbH, Grafenaustrasse 13, 6300 Zug, Switzerland, operating the Acertix platform ("Acertix", "we", "us"), and the business entity subscribing to the Platform (the "Client", "you").

In these Terms:

• "Platform" means the Acertix web application and related APIs.
• "Services" means access to and use of the Platform under a paid or trial subscription.
• "Client Data" means data submitted to the Platform by the Client or by the Client's end customers, including personal data of prospects, controlling persons and beneficial owners.
• "Output" means data generated by the Platform on the basis of Client Data, including screening results, risk scores, AI-generated compliance memos, EDD summaries and reports.
• "Third-Party Providers" means providers of sanctions and PEP data, identity verification, AI models, payment processing and other upstream services integrated with the Platform.

Acertix provides a software-as-a-service platform for KYC/AML workflow orchestration, client onboarding, sanctions and PEP screening, enhanced due diligence support, document collection, e-signature routing and audit trail management.

Acertix is a technology provider. Acertix does not act as a legal, tax, regulatory, audit or compliance advisor, and does not provide legal, tax, regulatory, audit or compliance advice of any kind. The Platform is a tool used by the Client's own qualified personnel.

The Client is the regulated entity. All regulatory determinations remain with the Client. The Client's designated Compliance Officer, MLRO and other authorised officers make and own every decision under the Swiss Anti-Money Laundering Act (AMLA / GwG), the Ordinance on the Prevention of Money Laundering and Terrorist Financing (GwV-FINMA), the Agreement on the Swiss Banks' Code of Conduct with regard to the Exercise of Due Diligence (CDB 20), applicable FINMA circulars, and any other regulatory framework applicable to the Client.

Screening hits, risk scores, AI-generated compliance memos, EDD summaries, adverse media findings and any other Output are provided on a decision-support basis only, never on a decision-making basis. The Client is responsible for reviewing, verifying, corroborating and, where appropriate, overriding any Output before taking action on a client relationship, transaction or filing.

Acertix does not warrant that Output is accurate, complete, up-to-date, exhaustive of applicable sanctions, PEP status or adverse-media exposure, or fit for the Client's specific regulatory context.

The Client is responsible for provisioning users, assigning roles, enabling multi-factor authentication where offered, keeping credentials confidential, revoking access when personnel leave, and enforcing the segregation-of-duties and 4-eyes controls required by its internal policy and applicable regulation.

The Client is responsible for all activity carried out through its accounts, whether or not authorised.

The Client retains ownership of Client Data. Acertix processes personal data included in Client Data as a data processor on behalf of the Client, under instructions given through use of the Platform and any separate data processing agreement executed by the parties.

Each party shall keep the other party's confidential information confidential and use it only for the purposes of these Terms.

The Platform integrates Third-Party Providers, including but not limited to sanctions and PEP list providers, identity verification vendors, AI model providers, and payment processors. Their coverage, availability, accuracy, latency, false-positive rate and false- negative rate are outside Acertix's control.

The Client acknowledges that use of the Platform may be subject to Third-Party Provider terms notified from time to time, and accepts them as a condition of use of the affected features.

Acertix may offer a seven (7) day free trial. During the trial, the Platform is connected to Third-Party Providers' sandbox or demo environments and must not be used for production onboarding or for any regulatory purpose. No service levels apply during the trial. Acertix may modify or discontinue the trial at any time.

The standard subscription fee is CHF 199 per month, excluding VAT, and includes 10 full compliance searches per calendar month. Fees are billed monthly in advance through the payment processor named on the checkout page.

Additional usage above the included allowance is billed at the overage rate published on the Acertix website. Fees are non- refundable except where mandatory Swiss law requires otherwise. Late payments accrue statutory default interest under Art. 104 Swiss Code of Obligations (CO). Acertix may change fees on thirty (30) days' written notice, taking effect at the start of the next billing period.

The Client shall not, and shall not permit any user to:

• reverse engineer, decompile, or attempt to derive the source code of the Platform;
• scrape, resell or make the Platform available to third parties outside the Client's own compliance workflow;
• use Output to take automated decisions producing legal or similarly significant effects on a data subject without meaningful human review;
• use the Platform in breach of applicable sanctions, export controls, or anti-money laundering law; or
• interfere with the security or integrity of the Platform.

Acertix provides the Platform on a commercially reasonable-efforts basis. No uptime service level is guaranteed under the standard subscription. Scheduled maintenance, force-majeure events and outages of Third-Party Providers are excluded from any availability expectation. Support is provided by email during Swiss business hours.

To the maximum extent permitted by Swiss law, the Platform and Output are provided "as is" and "as available". Acertix disclaims all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of Third-Party Provider data, completeness of sanctions or PEP lists, or that the Platform will be error-free or uninterrupted.

To the maximum extent permitted by Swiss law:

• Acertix's aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the fees actually paid by the Client to Acertix in the six (6) months preceding the event giving rise to the claim.
• Acertix shall not be liable for any indirect, consequential, incidental, special, exemplary or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, lost or corrupted data, regulatory fines, supervisory penalties, sanctions, reputational harm, or the cost of substitute services or personnel.
• Without limiting the foregoing, Acertix shall not be liable for any missed sanctions hit, false negative, false positive, incorrect PEP status, incorrect identity verification outcome, content or classification produced by an AI model, gap in list coverage, outage of a Third-Party Provider, or any regulatory finding, fine or enforcement action against the Client.

Nothing in these Terms limits liability for damage caused by gross negligence or wilful intent, as required by Art. 100 CO, or for any other liability that cannot lawfully be limited under Swiss law.

The Client shall defend, indemnify and hold harmless Acertix and its directors, employees and agents against any third-party claim, loss, damage, cost or expense (including reasonable legal fees) arising out of or in connection with (i) the Client's use of the Platform in breach of these Terms or applicable law, (ii) the Client's compliance decisions, filings, customer relationships and business operations, or (iii) any claim by an end customer, controlling person, beneficial owner or regulator relating to the Client's onboarding or ongoing monitoring outcomes.

These Terms take effect when the Client first accesses the Platform and continue on a rolling monthly basis. Either party may terminate the subscription with effect at the end of the then-current billing period by giving notice through the Platform or by email.

Acertix may suspend or terminate access on written notice in the event of material breach, unpaid fees after a reminder, insolvency, or use of the Platform in a manner that creates a legal, reputational or security risk.

For thirty (30) days after termination, the Client may export its audit data through the Platform.

Unless retention is required by applicable law or by the Client's instructions in a data processing agreement, Acertix will delete Client Data thirty (30) days after termination. Audit trail records may be retained for the minimum periods required by applicable regulation.

Acertix may amend these Terms on thirty (30) days' notice by email or in-app notification. Continued use of the Platform after the effective date of the amended Terms constitutes acceptance. If the Client does not accept the amended Terms, the Client's sole remedy is to terminate under section 14.

The Client may not assign or transfer these Terms without Acertix's prior written consent. Acertix may assign these Terms to an affiliate or to a successor entity in connection with a merger, acquisition or sale of substantially all of its assets.

Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strike, epidemic, governmental action, or failure of telecommunications or Third-Party Provider infrastructure.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced by a valid provision that best reflects the parties' original intent.

These Terms, together with any order form, data processing agreement or documentation expressly referenced, constitute the entire agreement between the parties in relation to the Platform and supersede all prior discussions and understandings.

These Terms are 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. Exclusive jurisdiction for any dispute arising out of or in connection with these Terms lies with the ordinary courts of the Canton of Zug, Switzerland.

Ambrella GmbH
Grafenaustrasse 13
6300 Zug, Switzerland
hello@acertix.io