Metaesthetics General Terms and Conditions for Clinics

Version 1.0 – 05.02.2026

1. Scope

These terms and conditions (the "Terms") govern the access to and the use of Metaesthetics digital platform available in the Web Application and at https://www.metaesthetics.net (the "Platform") and related services (together, the "Services").

The Platform enables professionals in the aesthetics industry (the "Partners") to manage their clinic operations and including appointment scheduling for their respective customers (the "Customers").

The Services are offered by SKS INNOVATION SA, Chemin du Laviau 6, 1805 Jongny, Switzerland (the "Company").

To access or use the Services, the Partner must accept these Terms when signing an order form (the "Order Form"). If the Partner does not agree to these Terms, the Partner may not use or access the Services.

These Terms, together with the Order Form, Joint Controller Agreement and all other referenced documents, form a legally binding agreement (the "Agreement") between the Company and the Partner.

These Terms do not govern the relationship between the Company and the Customer.

2. Services

Platform

The Company offers a Platform for simplified and AI-enhanced Customer journeys and payment processes via mobile devices, including:

• Intuitive clinic setup and multi-location management with customised procedure protocol;
• Staff management with credential tracking, performance dashboards, and role-specific gateways;
• Customer management system featuring smart profiles, treatment histories, and satisfaction metrics;
• Structured consultation flows covering treatment history, physical assessments, and expected results;
• Operational tools like scheduling precision, financial dashboards, value analytics, and promotion/loyalty programs;
• Matching Customers with specialists aligned to Customer's explicitly specified aesthetic goals.

The Platform is limited exclusively to the aforementioned referral and support services. The actual implementation of the agreed counselling sessions themselves is not part of the Platform. This takes place directly between the health care professional and the Customer. The Company merely provides the infrastructure and tools and acts exclusively as an intermediary and supporter. The Company does not offer any medical services itself. In particular, the Platform does not make any diagnoses, carry out any treatments or give any medical advice. These are the sole responsibility of the health care professionals within the framework of the booked appointment. The Partner acknowledges that the Platform is not a substitute for professional advice, but rather a means of finding such treatments by authorised specialists and handling it technically.

The Company may add new features to the Services at any time and may modify or delete them.

Access to Services

Partner must register and create an account on the Platform (the "Account") to access and use all or part of the Services.

The Partner must provide accurate, current, and complete information during registration and keep their Account information up-to-date. Accounts registered by bots or automated methods are not authorised and will be terminated.

The Partner is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Partner is responsible and liable for activities conducted through their account and must immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

If and as permitted by applicable law, the Company may, but has no obligation to (i) ask the Partner to provide identification or other information, (ii) undertake checks designed to help verify Partner's identity or background and (iii) screen the Partner against third-party databases or other sources and request reports from service providers.

3. Restrictions

The Service is intended to facilitate Customer experience and the management by the Partner.

Every other use that may be damaging to the Company, Partner or Customers is prohibited.

The responsibility of age verification falls solely on the Partner.

4. Rights and Obligations of the Company

The Company will provide the Partner with the Services as agreed in the Agreement.

The Company:

• Shall provide the Partner with the Services with reasonable care and skills to the extent set forth in the Agreement;
• Shall use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;
• Shall regularly carry out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Partner acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company shall inform the Partner about potential interruptions in advance;
• may subcontract third parties for all its obligations under the Agreement;
• is liable to the Partner for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations, to the extent set forth in the Agreement;
• may and is possibly required by law to suspend access to the Services based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Partner remains liable for all charges and fees incurred during the suspension period;

The Company reserves a right to ask the Partner to provide feedback through forms, questionnaires, and polls in order to improve their Services (the "Feedback"). The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Partner. The Partner assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

5. Rights and Obligations of the Partner

The Partner shall:

• Use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located;
• cooperate in the performance of the Agreement to the necessary extent;
• provide the Company with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of the Services;
• inform the Company immediately if errors or faults occur and support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required;
• check any data and information uploaded or otherwise added to the Services for viruses or other harmful components before entering it into the Services and use state-of-the-art virus protection programs for this purpose;
• immediately inform the Company of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.

The Partner is solely responsible for, and the Company may rely on, the accuracy of any information provided by the Partner.

Unless otherwise explicitly pre-agreed in text form between the Partner and the Company, the Partner shall carry its duties listed in this Section 5 free of charge.

The Partner shall not, unless with the Company's prior written express permission:

• circumvent or attempt to circumvent any security protection of the Services;
• use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
• access the Services via any automated system or take any action that may impose an unreasonable load on the Company's infrastructure;
• try to decompile or reverse engineer the Services or any part of it, or derive the source code;
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
• create derivative works based on the whole or any part of the Services or any content available on the Services;
• bypass the measures that the Company may use to prevent or restrict access to or use of the Services; and
• sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties.

The Partner is responsible for determining, levying, holding, reporting, and remitting to the appropriate taxing authorities, any taxes assessed, required, or to be levied, paid, or held for any reason in connection with the use of Services.

If the provision of Services under the Agreement is delayed due to the Partner's failure to comply with their duty to cooperate or due to other circumstances for which the Partner is responsible, the Partner shall bear the disadvantages and additional costs incurred.

The Partner must designate a responsible contact person and provide the Company with all contact details, and ensure the availability of the contact person.

The Partner shall ensure that only duly qualified and authorised healthcare professionals of the Partner may register for and use the Services. The Partner is responsible for verifying and maintaining such qualifications.

The Partner shall immediately notify the Company if a registered healthcare professional leaves the Partner's organisation or no longer meets the applicable professional or legal requirements, in which case the corresponding user account shall be promptly deactivated by the Partner. The Company reserves the right, at its sole discretion, to suspend or deactivate any user account where such circumstances arise or where compliance cannot be reasonably verified. The Partner shall remain fully responsible for all actions carried out through user accounts created under its authority, including actions performed by current or former employees or contractors.

6. Fees and Payment

Service Fee

The Company provides numerous Service options. Certain Services options may be provided free of charge, while other options require payment before they can be accessed (the "Service Fees") as specified on Partner's account.

The Partner shall pay the Service Fees as indicated on the Order Form via the payment methods made available by the Company.

Recurring Service Fees are payable in advance on a yearly/monthly basis, invoices are due within 15 days. Late payments result in an interest rate of 5% p.a.

If not explicitly stated otherwise, all Service Fees are in CHF and excluding VAT and other applicable taxes.

In case the Partner does not pay the applicable Service Fees as agreed between the parties latest 10 days after notice of non-payment, the Company reserves the right to limit or suspend access to the Services. In case of a suspension, the Partner remains liable for all charges and fees incurred during the suspension period.

Any right to set off, retain, deduct, counterclaim and/or withhold any payments of fees due under the Agreement vis-à-vis the Company is hereby expressly waived and excluded.

Except where prohibited by law, all fees are non-refundable.

Prices for Customers

The prices of the products offered by the Partner can be found on the Platform. These prices are exclusively set by the Partner and are updated from time to time.

Fees paid by the Customer via the Platform for services provided by the Partner will be transferred to the Partner by the Company on the 15th of the following month.

If a Customer cancels or postpones an appointment at least 24 hours prior to the scheduled time, any fees already paid through the Platform shall generally be refunded.

If a cancellation is made less than 24 hours before the appointment or if the Customer fails to attend the appointment, the Customer shall not be entitled to a refund, and the Customer's obligation to pay the full fee shall remain unaffected, to the extent permitted by law. In such cases, the Partner shall be entitled to claim the full agreed fee. Where payment is processed through the Platform, the Company shall be entitled to charge the Customer's stored payment method accordingly.

Any goodwill refund or partial reimbursement shall be at the sole discretion of the Partner, to the extent permitted by law. The Company shall not be liable for any such refunds or for the Partner's remuneration.

7. Liability and Indemnity

The Company is fully liable to the Partner for direct damages resulting from wilful misconduct or gross negligence. In all other cases, the liability of the Company is limited to the maximum extent permitted by law.

Partner may not recover from the Company, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of the Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

If the Customer asserts claims against the Company as a result of the use of the Company, the Partner undertakes to indemnify the Company from all claims, damage, and expenses (including court fees and legal costs).

The Partner also agrees to indemnify the Company for any damages that the Company may suffer (including any expert fees and attorneys' fees) in connection with Partner's violation of the applicable law or these Terms.

The Company will not be held liable for inaccuracy or incompleteness of the Services or the information provided by the Partner, or the incompatibility of the Services with any specific objectives that Partner is hoping to achieve.

Neither party shall be liable for any failure to perform its obligations under the Agreement (other than payment obligations) caused by circumstances beyond the parties' reasonable control (force majeure). The affected party shall notify the other party as soon as reasonably practicable of the occurrence of a force majeure event and shall use reasonable efforts to mitigate the effects of such event.

8. Intellectual Property

Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights (the "Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company.

The Company hereby grants the Partner a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the term of the Agreement.

The Partner hereby grants the Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Partners' Intellectual Property Rights, including the Partner Data and content in accordance with and for the term of the Agreement.

The Partner hereby grants the Company the unlimited, irrevocable, and perpetual right to access, use, and process the data and information entered into, or generated by the use of the Services (the "Partner Data") (i) for research and development, analysis, and improvement of the Services, and (ii) in anonymised and aggregated form for any purposes, including for external purposes.

The Services may contain open-source components. Such components are subject to the respective license.

9. Warranties and Representations

The Partner acknowledges that the Services are provided "as is" and "as available", and the Company makes no warranties or representations of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement, related to the Services or the information and materials contained thereon. The Company does not warrant that the Services are error-free and will function without any interruption or disruption.

The Partner warrants that they are authorised to provide aesthetic and related professional services and assumes full responsibility for such services, treatments, advice, and any materials or products offered to Customers. The Partner must comply with all applicable laws and regulations regarding the provision of aesthetic, cosmetic, and medical treatments, including but not limited to licensing requirements, professional qualifications, and any age or consent restrictions. The Partner indemnifies and holds the Company harmless from any liabilities arising from the Partner's provision of services, breach of applicable laws, or infringement of third-party rights.

10. Confidentiality and Privacy

The parties may disclose to each other confidential information (the "Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organisation information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Partner or the Company.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.

Each party undertakes to protect all Confidential Information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.

The Company collects and processes personal data as described in its Privacy Policy. The Company protects the collected personal data by means of appropriate technical and organisational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

The Partner authorises the Company to use, process, and store relevant data for the performance of the Agreement and to use anonymised data to improve its services or for analysis purposes.

The parties may further define their duties regarding data protection in a data protection related agreement (such as a data processing agreement or joint controller agreement), in which case the provisions of such agreement prevail.

11. Marketing

Each party is entitled to use the other party's name, logo, and a brief description of the Services provided for advertising purposes on the party's website and other marketing or investment materials. Any other use requires the prior consent in text form of the other party.

12. Term and Termination

The Agreement between the parties remains in full force and effect until its termination by either party.

Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement and fails to remedy this violation within 10 days after a notice. This includes in particular Partner's failure to pay on time or the start of insolvency procedures against the other party.

In all other cases and unless otherwise agreed between the parties either party may terminate by notifying the other Party in text form with a notice period of 90 days.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination. Already paid Service Fees will not be reimbursed; all due Service Fees remain payable.

Upon termination of this Agreement:

• The Partner's account shall be deactivated, and its access to the Platform shall be terminated.
• The Partner shall remain responsible for fulfilling any Customer appointments that were scheduled through the Platform prior to termination.

After termination of the Agreement, within 60 days of request, each Party shall delete any Confidential Information of the other party in its possession or control. Nonetheless, each party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law.

13. Miscellaneous

Entire Agreement: This Agreement is the entire agreement, and supersedes all prior agreements, between the parties relating to the scope of this Agreement.

Amendments: All amendments and supplements to the Agreement must be made in writing (incl. non-qualified e-signature solutions).

Links: The Services may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and do not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timelessness.

Notices: Any notice 'in writing' needs to be delivered with physical mail, any notice 'in text form' includes any electronic message, each to the last communicated or available address. If the form is not stated, text form is sufficient.

No assignment: Neither party may assign any of its rights, obligations or claims under the Agreement unless agreed otherwise.

Order of precedence: In the event of conflict between the elements making up the Agreement, unless expressly stated in writing in one of the following documents, the order of precedence is: (i) these Terms, (ii) Order Form, (iii) data protection related agreement.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Governing Law & Jurisdiction: This Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Company.