1.1. These General Terms and Conditions ("Terms") govern access to and use of the software-as-a-service platform available at healio.ch and related applications, services and websites (the "Service").

1.2. By creating an account, clicking to accept, or using the Service, you ("Customer") agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. The Service is provided exclusively for professional/B2B use.

1.3. Separate written agreements (e.g., an Order Form or Master Service Agreement) prevail over these Terms to the extent of any conflict.

Account: a unique account enabling access to the Service.

‍Authorized Users: employees and other personnel of Customer authorized to use the Service under Customer’s Account.

‍Customer Data: data submitted to or generated in the Service by Customer or its Authorized Users, including messages posted by managers for employees.

‍Subscription Term: the initial and any renewal period of a paid plan.

3.1. Signup required. Access requires account creation and ongoing accuracy of registration information.

3.2. Customer responsibility. Customer is responsible for all activity under its Account, for maintaining the confidentiality of credentials, and for ensuring Authorized Users comply with these Terms and any Acceptable Use Policy (AUP) referenced herein.

3.3. Admin controls. Customer designates at least one administrator with rights to configure the Service, manage Authorized Users, and set roles/permissions (e.g., manager-to-employee messaging).

4.1. License. Subject to these Terms and timely payment of Fees, provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Service during the Subscription Term.

4.2. Restrictions. Customer and Authorized Users shall not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to extract source code; (c) circumvent technical limitations; (d) access the Service to build a competing product; (e) use the Service for unlawful activities; (f) transmit malware, spam, or infringing/defamatory content; (g) overload or disrupt the Service; or (h) remove proprietary notices.

4.3. Fair use. Provider may apply reasonable technical limits to ensure Service stability and performance.

5.1. Plans. The Service is offered as a subscription with monthly or yearly billing. Current plan features and pricing are shown at purchase or within the admin area.

5.2. Payments. Fees are payable in advance by credit card via Stripe. Customer authorizes Provider and its payment processor to charge all Fees and applicable taxes to the payment method on file. Invoices or payment confirmations may be provided electronically.

5.3. Taxes. Fees are exclusive of VAT and other applicable taxes, which will be added where required by law. Customer is responsible for any withholding taxes (if applicable).

5.4. Auto-renewal. Subscriptions renew automatically for successive periods equal to the initial term unless cancelled in accordance with Section 6.5.5. Payment failure. If a charge fails and remains unpaid after notice, Provider may suspend or limit access until payment is received. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

6.1. Monthly plan. Customer may cancel at any time; cancellation takes effect at the end of the then-current monthly billing period. No refunds are provided for partial months.

6.2. Yearly plan. If Customer selects a yearly plan, cancellation takes effect at the end of the then-current yearly Subscription Term. Unless required by mandatory law or expressly stated otherwise, fees are non-refundable.

6.3. Termination for cause. Either party may terminate for material breach not cured within 30 days of written notice. Provider may immediately suspend or terminate for unlawful use, security risk, or non-payment.

6.4. Effect. Upon termination or expiry, access ceases. Upon request within 30 days, Provider will make available a machine-export of Customer Data (see Section 9.4). Thereafter, data may be deleted or archived per Section 9.

7.1. Availability. Provider targets reasonable availability subject to planned maintenance, updates, and force majeure.

7.2. Maintenance. Provider may schedule routine maintenance and updates; where practicable, Customer will be informed in advance via the Service status page or email.

7.3. Support. Standard support is provided by email at contact@healio.ch during business hours in Switzerland (CET/CEST). Enhanced support may be available on request.

8.1. Ownership. All intellectual property rights in the Service, documentation, and underlying software are owned by Provider or its licensors.

8.2. Feedback. Customer may submit feedback; Provider may use it without restriction or obligation.

8.3. Trademarks. Customer may not use Provider’s names, logos, or marks without prior written consent.

9.1. Ownership and license. Customer retains all rights in Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, process, transmit and display Customer Data solely as necessary to provide and improve the Service and related security, support and analytics.

9.2. User messaging. Managers may post messages for employees. Customer is responsible for (a) choosing appropriate recipients; (b) the content of messages; and (c) ensuring any required employee notices/consents under applicable employment and data protection laws.

9.3. Privacy Policy/Data Processing. Processing of personal data is governed by Provider’s Privacy Policy available at [link to Privacy Policy]. Where Provider acts as processor on behalf of Customer, the parties agree to a Data Processing Addendum (DPA) available at [link to DPA], which is incorporated by reference.

9.4. Data export and deletion. During the Subscription Term and for 30 days thereafter, Customer may export Customer Data from the admin interface or by requesting an export from support. After that period, Provider may delete or anonymize Customer Data, unless retention is required by law or for legitimate defense of claims.

9.5. Security. Provider implements reasonable technical and organizational measures appropriate to the risk. The Service is hosted with Infomaniak (Switzerland/EEA). Details are provided in the Privacy Policy and/or DPA.

9.6. Backups and continuity. Provider maintains regular backups and reasonable business continuity measures; however, Customer should maintain its own backups for critical records.

10.1. The Service may integrate with third-party services (e.g., Stripe for payments). Use of such services is governed by the third party’s terms and privacy policies. Provider is not responsible for third-party services and does not warrant their availability or performance.

11.1. Customer shall ensure that use of the Service complies with applicable laws (including data protection, employment, and e-communications laws).

11.2. Customer shall not upload or process special-category data unless permitted by law and appropriate safeguards are in place. Customer will not upload unlawful, harmful, infringing, or offensive content.

11.3. Provider may remove or disable access to content that it reasonably believes violates these Terms or applicable law.

12.1. Mutual. Each party represents it has the power to enter into these Terms.

12.2. Service. The Service is provided "as is" and "as available". Provider disclaims all warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Customer is responsible for the selection of the Service to achieve intended results.

13.1. Limitation. To the maximum extent permitted by law, Provider’s aggregate liability arising out of or related to the Service or these Terms shall not exceed the amounts actually paid by Customer to Provider in the 12 months preceding the event giving rise to liability [or CHF [cap amount], whichever is lower].

13.2. Exclusion. To the extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential damages, loss of profits, revenue, goodwill, data, or business interruption.

13.3. Exceptions. The limitations do not apply to liability that cannot be excluded under mandatory law (e.g., wilful misconduct, gross negligence, death or personal injury caused by negligence).

14.1. Each party may access the other’s confidential information and will protect it with at least reasonable care and use it only for the purposes of these Terms. This Section does not limit Provider’s processing of Customer Data as set out in Section 9.

15.1. Provider may temporarily suspend access without liability if:

(a) necessary for scheduled or emergency maintenance;
(b) Customer breaches the AUP or these Terms; or
(c) there is a security threat or legal request.

16.1. Provider may modify features, provided no material reduction in core functionality is made during a prepaid Subscription Term.

16.2. Provider may update these Terms from time to time. Material changes will be notified via the Service or email with at least 30 days’ notice. If Customer objects to material changes, Customer may terminate before the change takes effect; continued use after the effective date constitutes acceptance.

17.1. These Terms and any non-contractual obligations arising from them are governed by Swiss law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

17.2. The exclusive forum for disputes is the courts of Lausanne, Switzerland (Tribunaux de Lausanne), subject to any mandatory forum rights for consumers (if applicable). The Service is intended for B2B use; if Customer qualifies as a consumer under applicable law, statutory rights are not waived.

18.1. Assignment. Customer may not assign these Terms without Provider’s prior written consent; Provider may assign to an affiliate or in connection with a merger, acquisition, or asset sale.

18.2. Force majeure. Neither party is liable for failure or delay due to events beyond its reasonable control.

18.3. Notices. Legal notices to Provider must be sent to contact@healio.ch with subject line “Legal Notice” and to the registered address above; notices to Customer may be sent to the email associated with the Account.

18.4. Severability; waiver. If any provision is invalid, the remainder remains in effect. Failure to enforce is not a waiver.18.5. Entire agreement. These Terms constitute the entire agreement on their subject matter and supersede prior terms.

Questions about these Terms: contact@healio.ch

Data protection contact/DPO : Raphael Breitschmid / raphael.breitschmid@healio.ch

Legal representative: Raphael Breitschmid

Healio Technologies Ltd (en formation)
‍Chemin de la Vulliette 29i, 1000 Lausanne 25, Switzerland
Email: contact@healio.ch
‍Responsible person: Raphael Breitschmid