Sealio Terms of Service

1. Scope, Orders and definitions

1.1 The Customer orders the Service either by signing an order form with Sealio ("Order Form") or by completing an online checkout or sign-up (each an "Order"). By placing an Order, the Customer accepts these Terms.

1.2 The contract consists of the Order, these Terms and the Data Processing Addendum at https://www.mysealio.com/legal/dpa ("DPA"). If they conflict, this order applies: (1) the Order, (2) the DPA, for the processing of personal data, (3) these Terms. Terms in the Customer's purchase orders or general terms do not apply.

1.3 Definitions:

• "Service": the Sealio platform described in Section 2, as made available online by Sealio.
• "User": a person the Customer authorises to use the Service.
• "Customer Data": all content the Customer or its Users upload or enter into the Service ("Inputs"), and all content the Service generates for the Customer from it ("Outputs").
• "Public Tender Data": tender notices, documents and award information published by public or private buyers, including on SIMAP, that Sealio collects for the Service.
• "Response": one tender for which the Customer creates a response in the Service, including all of its lots and later updates of the tender.
• "Go/no-go analysis": one tender analysed for the Customer's bid decision, including re-runs after updates of the tender.
• "Allowance": the number of Responses, Go/no-go analyses, Writer seats and connectors included in an Order. A connector links the Service to one of the Customer's knowledge sources, from those Sealio offers at the time; file upload and website import are always included and do not count as connectors.
• "Subscription Term": the period for which the Customer has ordered the Service, including renewals.

2. The Service

2.1 The Service is an AI platform that supports the Customer in the tender process, for example finding tenders, assessing whether to bid and preparing responses. The features available depend on the Order.

2.2 Sealio may develop and change the Service. During a paid Subscription Term, changes will not materially reduce the overall functionality the Customer has ordered.

2.3 Public Tender Data comes from third-party sources. Sealio does not guarantee that it is complete, accurate or up to date. The official publication always prevails. The Customer remains responsible for registering with the relevant procurement platform, following tender updates and questions and answers, meeting deadlines and submitting its bids.

2.4 The Customer's Order is not conditional on the delivery of any future features, and does not rely on statements by Sealio about planned or upcoming features, including in presentations or on its websites.

3. Users, Allowances and trials

3.1 Each Writer seat is assigned to one named person who may create and edit Responses. A seat may be reassigned when that person no longer needs it. Login credentials may not be shared.

3.2 Responses and Go/no-go analyses are counted by the usage counter in the Service. Allowances apply to the period stated in the Order (for example a subscription year) and expire at its end. Unused Allowances are not carried over or refunded.

3.3 When an Allowance is used up, new Responses or Go/no-go analyses cannot be started until the Customer orders more, at the prices in its Order or, if none, at Sealio's current prices.

3.4 Free trials and free plans are provided as they are, may be ended by Sealio at any time, and are not covered by Section 8. Sealio may delete Customer Data from a trial 30 days after it ends unless the Customer has placed a paid Order.

4. Customer responsibilities and acceptable use

4.1 The Customer is responsible for its Users' actions and for keeping login credentials secure. It informs Sealio without delay of any unauthorised access.

4.2 The Customer ensures that it may upload its Inputs to the Service and have them processed under these Terms.

4.3 The Customer must not:

• use the Service in breach of law or third-party rights;
• use the Service for anything other than the Customer's tender and bid activities, for example as a general-purpose AI assistant;
• upload malicious code or attempt to access other customers' data, Sealio's systems or its AI prompts without authorisation;
• copy, resell or systematically extract the Service or Public Tender Data, or use them to build a competing product;
• reverse engineer the Service, except where the law allows it;
• circumvent Allowances, usage limits or security measures.

4.4 Sealio may suspend access, limited to what is necessary, if the Customer breaches this Section or if its use threatens the security of the Service. Sealio informs the Customer and restores access once the cause is removed.

5. AI features

5.1 The Service uses artificial intelligence models, including models of third-party providers listed in the Subprocessor List referred to in the DPA. Outputs are generated automatically and may be incomplete, inaccurate or unsuitable for a given tender.

5.2 The Customer must review all Outputs before relying on them or submitting them to a buyer. The Customer is solely responsible for the content of its bids and its bid decisions. Sealio does not guarantee that a bid will be compliant, eligible or successful.

5.3 Sealio does not use Customer Data to train artificial intelligence models and does not allow its AI providers to do so.

5.4 Sealio uses Customer Data only to provide the Service to that Customer and as set out in Section 6.3. For online subscriptions, Sealio may also use Customer Data to improve the Service unless the Customer opts out in the Service settings. For Order Form subscriptions, this requires the Customer's opt-in, in writing or in the Service settings. The Customer may opt out or withdraw its opt-in at any time with effect for the future.

6. Customer Data and intellectual property

6.1 As between the parties, the Customer owns its Customer Data, including Outputs. The Customer grants Sealio the right to process Customer Data to provide, secure and support the Service during the Subscription Term and as described in Section 10.

6.2 Sealio owns the Service, its software, documentation and all improvements, as well as Public Tender Data compilations and Sealio's analyses of Public Tender Data that are not based on Customer Data. The Customer receives a non-exclusive, non-transferable right to use the Service for its internal business during the Subscription Term.

6.3 Sealio may create anonymised and aggregated data from Customer Data and from the use of the Service, which does not identify the Customer or any person and does not reproduce Customer Data. Sealio may use this data to operate, secure and improve the Service, including after the contract ends, but not to train artificial intelligence models. Sealio may freely use feedback and suggestions.

6.4 Sealio may name the Customer as a customer and show its logo on its website and in presentations, marketing and investor materials. The Customer may withdraw this permission at any time by email, for future materials, unless its Order provides otherwise.

7. Confidentiality and data protection

7.1 Each party keeps confidential all non-public information it receives from the other in connection with the contract, including Customer Data, and uses it only to perform the contract. It discloses it only to employees, advisers and subcontractors who need it and are bound by equivalent confidentiality obligations. This does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or court order.

7.2 These obligations continue for three years after the contract ends, and for Customer Data as long as Sealio holds it.

7.3 Sealio processes personal data contained in Customer Data on behalf of the Customer in accordance with the DPA. Sealio maintains the security measures described in the DPA.

8. Availability and support

8.1 Sealio aims for 99% availability of the Service per calendar month, excluding planned maintenance and events outside Sealio's reasonable control. Current status is published at https://status.mysealio.com.

8.2 Sealio announces planned maintenance at least 48 hours in advance where possible and schedules it outside Swiss business hours where possible.

8.3 Support is provided by email at support@mysealio.com.

9. Fees and payment

9.1 Fees, Allowances and payment terms are set out in the Order. Unless the Order states otherwise, fees are in CHF, payable in advance, exclude VAT, and invoices are due within 30 days of the invoice date.

9.2 For online subscriptions, fees are charged in advance for each billing period to the payment method provided. Sealio may change the price of online subscriptions with effect from the next billing period, with at least 14 days' notice.

9.3 If payment is late, Sealio may charge a fee of CHF 50 for each written reminder. If an invoice remains unpaid 10 days after a written reminder, Sealio may suspend access until payment and declare all fees for the remaining Subscription Term immediately due.

9.4 Fees are not refundable, except as provided in Section 10.3 and the DPA.

10. Term, renewal and termination

10.1 The Subscription Term is set out in the Order. Unless the Order states otherwise:

• online subscriptions renew for successive billing periods and may be cancelled at any time with effect at the end of the current billing period;
• Order Form subscriptions renew for successive periods of 24 months unless either party gives written notice at least 90 days before the end of the current period. At each renewal, the fees for the renewal period are 5% above the undiscounted fees of the last year of the expiring period.

10.2 Neither party may terminate a Subscription Term early for convenience.

10.3 Either party may terminate the contract with immediate effect by written notice if the other party (a) materially breaches it and does not remedy the breach within 30 days of written notice, or (b) becomes insolvent or enters bankruptcy or composition proceedings. If the Customer terminates for Sealio's breach, Sealio refunds prepaid fees for the remaining Subscription Term. If Sealio terminates for the Customer's breach, all fees for the remaining Subscription Term become due immediately.

10.4 Until the end of the Subscription Term, the Customer can export its Outputs through the Service. Sealio then deletes Customer Data within 90 days, unless the law requires it to keep it. Copies in backups are overwritten in the normal backup cycle.

11. Liability

11.1 Each party is liable without limitation for damage caused intentionally or through gross negligence.

11.2 Otherwise, each party's total liability under the contract is limited to the fees attributable to the 12 months before the event giving rise to the claim. For breaches of Section 7 (confidentiality and data protection), the limit is twice that amount. For free trials and free plans, Sealio's liability is limited to CHF 1,000.

11.3 To the extent permitted by law, neither party is liable for indirect or consequential damage, lost profit, or lost bids or contracts. Sealio is not liable for damage resulting from the use of Outputs that the Customer has not reviewed as required by Section 5.2. Sealio's liability for loss of Customer Data is limited to restoring it from its most recent backup.

11.4 These limits do not apply to the Customer's obligation to pay fees.

12. Changes, general provisions and governing law

12.1 Sealio may change these Terms and the DPA. It notifies Customers at least 30 days before a change takes effect, by email or in the Service. If a change materially disadvantages a Customer, it may object in writing before that date. Sealio will try to resolve the objection in good faith; if it cannot, the Customer continues under the previous version until the end of its current subscription year or billing period. Changes required by law or for security reasons may take effect sooner. Changes never reduce Sealio's commitments on confidentiality, data protection or the non-use of Customer Data for training during a running Subscription Term. Changes to the list of subprocessors follow the procedure in the DPA.

12.2 Sealio may use subcontractors and remains responsible for them. Sealio may transfer the contract to a company that takes over its business. The Customer may transfer it only with Sealio's written consent.

12.3 Neither party is liable for delays or failures caused by events outside its reasonable control.

12.4 Notices under the contract are given in writing; email to the contacts named in the Order or in the Customer's account is sufficient. Notices of termination, non-renewal or exit from an Order Form must be sent by registered letter.

12.5 The Order, these Terms and the DPA are the entire agreement on their subject matter and replace earlier offers, presentations and discussions. If a provision is invalid, the rest remains in force and the invalid provision is replaced by a valid one that comes closest to its purpose. These Terms are written in English; translations are for convenience only and the English version prevails.

12.6 The contract is governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The courts of Geneva, Switzerland have exclusive jurisdiction.