Metaesthetics General Terms and Conditions for health care professionals

Version 1.0 – 23.02.2026

1. Scope

These terms and conditions for health care professionals (the "HCP 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 "HCP") to present their services, be matched with potential customers, manage appointment requests, and use certain digital tools intended to facilitate interactions and administrative processes with their respective customers (the "User").

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

To access or use the Services, the HCP must accept these HCP Terms. If the HCP does not agree to these HCP Terms, the HCP may not use or access the Services. The Company reserves the right to change these HCP Terms and Services or parts thereof from time to time, or to temporarily or permanently discontinue the Platform or parts thereof. HCPs should review the HCP Terms regularly. Continued use after changes have been made constitutes acceptance of the amended HCP Terms. If HCPs do not agree to such changes, access and use is prohibited.

These HCP Terms, together with all other referenced documents, form a legally binding agreement (the "Agreement") between the Company and the HCP. The Agreement governs the cooperation between the HCP and the Company within the framework of the Platform and the Services. It also governs under which conditions the Company refers suitable Users to the HCP and under which the HCP provides their services to the User.

There is no employment relationship between the HCP and the Company. The HCP provide their services independently and they are not subject to any professional instructions.

The Company does not become a party to the agreements on services concluded between the HCP and the User nor delivers any part of the services performed by HCP to the User (each a "Consulting Contract"). These are concluded exclusively between the HCP and the respective User. Therefore, these HCP Terms do not govern the relationship between the HCP and the User.

2. Services

Platform

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

• User management system featuring smart profiles, treatment histories, and satisfaction metrics;
• Structured consultation flows covering treatment history, physical assessments, and expected results;
• Matching Users with specialists aligned to User'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 HCP and the User. 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 HCPs within the framework of the booked appointment. The HCP 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

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

The HCP 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 HCP is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The HCP 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 HCP to provide identification or other information, (ii) undertake checks designed to help verify HCP's identity or professional background and (iii) screen the HCP against third-party databases or other sources and request reports from service providers.

3. Restrictions

The Services are intended to facilitate User experience.

Every other use that may be damaging to the Company or Users is prohibited.

The responsibility of age verification falls on the health care professional.

4. Rights and Obligations of the Company

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

The Company:

• Shall provide the HCP 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 HCP acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company shall inform the HCP about potential interruptions in advance;
• may subcontract third parties for all its obligations under the Agreement;
• is liable to the HCP 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.

The Company reserves a right to ask the HCP 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 HCP. The HCP 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 HCP

General Duties

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

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

Prohibited uses of the Services

The HCP 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.

Taxes

The HCP 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.

Professional responsibility, cooperation obligations and qualification

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

The HCP provides services to Users referred via the Platform in their own name and on their own responsibility. They bear sole professional responsibility for the content, implementation and quality of their services.

The HCP represents and warrants that they fulfil all legal and professional requirements for the provision of their services during the entire use of the Services. In particular, the HCP confirms that they possess all training, further education, recognition and authorisations required under Swiss law.

The HCP shall inform the Company without undue delay if any circumstances arise that restrict or may restrict their licence to practise, including the initiation of professional or disciplinary proceedings.

The HCP is subject to statutory professional secrecy obligations, in particular pursuant to art. 321 of the Swiss Criminal Code and the applicable professional regulations, and undertakes to comply strictly with these provisions.

All information relating to Users that becomes known to the HCP in connection with a consultation shall be treated as confidential and shall not be disclosed, in whole or in part, to unauthorised third parties.

The HCP represents and warrants that they maintain, and shall continue to maintain, professional liability insurance appropriate to the professional risk for the entire duration of the use of the Services.

Relationship with User and Monitoring

The Consulting Contract for the performance of the respective service is concluded directly and exclusively between the HCP and the respective User.

The HCP undertakes to contact newly referred Users promptly, usually within 2 working days and to arrange an initial appointment. Confirmed appointments shall be upheld. If an appointment cannot be upheld for important reasons, the HCP shall reschedule the appointment.

If the HCP ceases to be affiliated with a clinic or leaves the organisation through which the services are provided, any confirmed appointments that have not yet been performed shall be cancelled or, at the discretion of the respective clinic, rescheduled with another healthcare professional affiliated with such clinic. The HCP shall have no right to continue performing services for Users through the Platform following such departure.

The Company is entitled to record and evaluate the HCP's response times and compliance with contact and appointment obligations. This recording serves the purposes of quality assurance and the proper operation of the Platform.

The HCP shall immediately notify the Company if they leave their current organisation or no longer meet the applicable professional or legal requirements. 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.

Quality standards and diligence

The HCP shall provide the services with due professional care and in accordance with generally accepted professional standards.

The HCP shall continuously update and maintain their professional knowledge and skills throughout the use of the Services.

If there are justified concerns regarding the quality or diligence of the services provided by the HCP, including concerns based on User feedback, the Company may temporarily or permanently suspend the HCP's access to the Platform.

Use of the Platform and behavioural obligations

The HCP shall use the Platform exclusively for its intended purpose.

The HCP shall comply with these HCP Terms and shall not engage in any illegal, abusive or contractually prohibited use of the Platform. In particular, the HCP shall not transmit sensitive patient or health data via unsecure or unauthorised communication channels.

The HCP shall not circumvent the Platform, including for the purpose of avoiding fees, technical protection mechanisms or contractual provisions.

In the event of a breach of the Agreement by the HCP or indications of unethical behaviour, improper advice or other material concerns, the Company may take appropriate measures. Such measures may include:

• issuing warnings;
• temporarily suspending the HCP's access to the Platform; or
• permanently removing the HCP from the Platform.

Any statutory reporting obligations of the Company, including reporting to supervisory authorities in case of patient endangerment, remain reserved.

6. Liability and Indemnity

The Company is fully liable to the HCP 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.

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

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

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

Neither party shall be liable for any failure to perform its obligations under the Agreement 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.

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

The HCP 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 "HCP 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.

8. Warranties and Representations

The HCP 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 HCP 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 Users. The HCP 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 HCP indemnifies and holds the Company harmless from any liabilities arising from the HCP's provision of services, breach of applicable laws, or infringement of third-party rights.

9. 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, User 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 HCP 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 HCP 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.

10. Term and Termination

Upon termination of the Agreement, the HCP's profile and account on the Platform shall be deactivated or deleted to prevent any further bookings.

Any consultations already scheduled at the time of termination shall, to the extent reasonable and legally permissible, either be duly carried out or cancelled in agreement with the respective User.

The HCP shall delete or return all Confidential Information and all personal data of Users, unless the retention of such information is required by law or professional obligations.

11. 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 this 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 this Agreement unless agreed otherwise.

Severability: If any provision of this 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.