General Terms of Sale and Service

I — Purpose and scope

These General Terms of Sale and Service ("Terms") govern all services provided by Aegryn, a company incorporated under Swiss law with its registered office in Saint-Sulpice (Vaud), to any legal entity or individual acting in a professional capacity ("Client"). Any order or signature of a proposal or mandate constitutes unreserved acceptance of these Terms, to the exclusion of any purchasing terms of the Client.

The Terms apply to the following services: advisory (Advise), CIFSO 5000 certification (Value), design and operation of digital assets (Build), executive recruitment (Recruit, Aegryn Talent), listing in the expert network, publications (Aegryn Magazine, newsletter) and, by specific agreement, confidential structured mandates.

II — Definitions

Aegryn

Aegryn, an integrated advisory firm and operating group under Swiss law, together with its affiliated entities involved in delivering the services.

Client

Any organisation (company, group, foundation, public body) or its authorised representative ordering a service from Aegryn.

Organisation

The Client's company, entity or business perimeter that is the subject of the service (advisory, certification, valuation, recruitment).

CIFSO 5000 Certification

Independent audit of an organisation's value across five dimensions: Code & Architecture (C), IP & Rights (I), Finance & Metrics (F), Security, Sovereignty & AI (S), Organisation, Talent & Succession (O). It results in a report and an official grade entered in the Aegryn certified register.

Grade

Rating awarded at the end of certification: ★, AAA, AA, A or B. The grade attests to a level of quality verified on a given date; it is neither a guarantee of value nor an investment recommendation.

Indicative estimate

Result produced by the online estimation tool (/valuation) or an analyst's opinion without audit. Never binding on third parties, always flagged as indicative.

Partner expert

Independent professional listed in the Aegryn expert network through an active Expert Profile subscription, or engaged by Aegryn to contribute to a certification dimension or an advisory engagement.

Confidential structured mandate

Specific engagement, entrusted in writing, in which Aegryn supports the Client in a transfer, acquisition, capital opening or restructuring, under a non-disclosure agreement, with identity verification and, where applicable, a data room and a third-party bank escrow. Financial execution is entrusted to accredited partners.

III — Services

IV — Order and formation of the contract

Any request made via aegryn.com (contact forms, action requests from the advisory pages, certification request, talent form) is a request for information, not an order. The contract is formed upon signature by both parties of the proposal, quote or mandate, or upon written confirmation of the order by Aegryn.

The written proposal specifies at least: purpose and scope, deliverables, timeline, experts involved, fees and payment terms, assumptions and exclusions. It is valid for thirty days from issue unless otherwise stated.

V — Client obligations

The Client undertakes to provide, within the agreed timelines, accurate, complete and up-to-date information; to appoint an authorised contact; to warrant that it holds the necessary rights over the documents, data and assets provided; to keep the assessment or advisory process confidential; and to inform Aegryn of any event likely to affect the engagement (change of control, litigation, security incident, regulatory injunction).

Delays or information gaps attributable to the Client extend Aegryn's timelines accordingly and may give rise to a fee revision if the workload is altered.

VI — Aegryn obligations

Aegryn performs its services diligently and independently, in accordance with professional standards and the methods described in the proposal. Aegryn is bound by an obligation of means. Experts working on an engagement are named and accountable for their scope; Aegryn remains the Client's sole contractual counterpart.

Aegryn will not act in an undisclosed conflict of interest. Where a conflict arises during an engagement, Aegryn informs the Client without delay and proposes, as appropriate, ring-fencing measures or termination of the engagement.

VII — Prices, invoicing and payment

Fees are stated exclusive of tax, in Swiss francs or euros as set out in the proposal. Advisory engagements are invoiced as a fixed fee or according to the schedule in the proposal; a deposit may be requested at the start. CIFSO 5000 certification is invoiced on order, according to the chosen package; payment may be made by bank transfer or via Stripe Checkout on aegryn.com. Expert Profile subscriptions are charged monthly or annually in advance.

Unless otherwise agreed, invoices are payable within thirty days net of the invoice date. Late payment automatically incurs default interest at the Swiss statutory rate and suspension of ongoing services after a formal notice remaining unanswered for ten days. Travel expenses and disbursements incurred with the Client's agreement are re-invoiced at cost.

VIII — Confidentiality, data room and identity verification

Aegryn treats all non-public information provided by the Client as confidential and uses it solely for the purposes of the service. This obligation survives for five years after the end of the engagement. Aegryn may propose a specific non-disclosure agreement before any exchange of sensitive documents; Partner experts working on an engagement are bound by the same obligations.

Where a secure data room is made available (certification, confidential mandate), access is strictly controlled by authorisation levels and every consultation is logged (identity, IP address, timestamp). Technical deterrents are in place (direct download blocked, dynamic watermarking). They constitute a serious deterrent and evidence in case of dispute, without guaranteeing the absolute impossibility of capture by external means; contractual liability in case of disclosure rests on the signed non-disclosure agreement.

In accordance with the Swiss Anti-Money Laundering Act (AMLA) and applicable European rules, Aegryn verifies the identity of Clients and beneficial owners (holdings of 25% or more) in connection with certification requests and confidential mandates. In case of doubt, Aegryn may suspend or terminate the engagement without compensation.

IX — Intellectual property

The CIFSO 5000 protocol, the CIFSO Valuation Index, the methodological frameworks and grids, the Aegryn trademarks and the AE monogram, and the report templates are the exclusive property of Aegryn. On reports and deliverables paid in full, the Client receives a non-exclusive, non-transferable right of use for its internal needs and, as regards the certificate and grade, a right to communicate them to third parties (banks, investors, acquirers, partners) during the certificate's validity period.

Any reproduction, modification or public dissemination of the certification report, the method or the trademark beyond these uses requires Aegryn's prior written consent. The Client authorises Aegryn to mention its name and grade in the certified register and, unless it objects in writing, as a reference.

X — Data protection

Aegryn processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and the General Data Protection Regulation (GDPR) where applicable. Processing arrangements, retention periods and data subjects' rights are described in the privacy policy available at aegryn.com/privacy. Data collected through the site's forms is used to respond to the request and, with the person's explicit consent, to send the newsletter.

XI — Liability

Aegryn is bound by an obligation of means. It guarantees neither a given grade, nor the future value of an organisation, nor the outcome of a transaction, financing or recruitment, nor the decisions taken by the Client on the basis of the deliverables. The grade and report reflect the elements verified at the date of the audit on the basis of information provided by the Client.

Aegryn's liability, on any grounds whatsoever, is limited to the amount of fees excluding tax actually received for the service concerned in the twelve months preceding the triggering event. Aegryn is not liable for indirect damages, loss of profit, loss of data or loss of opportunity. These limitations do not apply in case of wilful misconduct or gross negligence.

XII — Grade dispute

Any dispute of the grade or the certification report must be notified to Aegryn in writing, via aegryn.com/contact, within fifteen calendar days of delivery of the report, with supporting elements. Aegryn responds within fifteen business days and may, as appropriate, confirm the grade, revise it or propose an additional audit. A remediation plan followed by a new submission is a separate engagement.

XIII — Term, termination and cancellation

Each engagement ends upon delivery of the agreed deliverables. The Client may terminate an advisory engagement with fifteen days' written notice; services performed and commitments made to third parties as at the effective date remain due. A certification request cancelled after the audit has started gives rise to invoicing of the work performed, up to 50% of the package.

Either party may terminate as of right in case of a material breach not remedied within thirty days of written notice. Aegryn may suspend or terminate without compensation in case of misrepresentation, failed identity verification or well-founded suspicion of money laundering.

XIV — Governing law and jurisdiction

These Terms and all Aegryn services are governed by Swiss substantive law, to the exclusion of conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods. The parties shall endeavour to settle any dispute amicably within thirty days. Failing that, the courts of Aegryn's registered office (Canton of Vaud, Switzerland) have exclusive jurisdiction, subject to mandatory consumer protection provisions.