Section I — Definitions
- Aegryn
- Aegryn (formerly BOHA-Group, a company registered in Switzerland).
- Actif tech
- Any digital asset that may be certified and/or transferred via Aegryn, including without limitation: software (SaaS, applications), codebases, digital intellectual property, trademarks associated with a digital asset, protocols.
- Grade Aegryn
- Official certification of a tech asset under the C/I/F/S protocol, issued by certified Aegryn analysts. Grade awarded: ★, AAA, AA, A, B.
- Grade estimé
- Non-certified indicative opinion produced by an Aegryn analyst without external validation. Never enforceable against third parties. Always suffixed "(estimated)" in all communications.
- PTT
- Contractual mechanism governing the transfer of a certified asset, including a 10% bank escrow of the agreed price.
- Séquestre
- Amount deposited by the buyer with a third-party bank designated by Aegryn. Aegryn is never the custodian of these funds.
- Vendeur
- Any natural or legal person submitting a tech asset to the Aegryn process.
- Acquéreur
- Any qualified Aegryn member authorised to access the catalogue and submit offers.
- Partenaire
- Professional listed in the Aegryn directory via an active Expert Profile subscription. Supports sellers and/or buyers in their transactions (tech advisory, M&A, legal, HR, cyber, finance, W&I insurance, etc.). Is not a party to the transaction and receives no commission from Aegryn.
Section II — Services Covered
Aegryn Review
Written opinion from an Aegryn analyst on a submitted tech asset. Timeline: 15 working days. No external validation, not publishable in the catalogue. Indicative value only. Fully deductible from certification fees if the full process is started within 6 months.
Aegryn Review+
Written opinion from an Aegryn analyst supplemented by an external partner review. Timeline: 20 working days. Not official in the sense of full certification, not publishable. Fully deductible under the same conditions.
M&A Certification
Full multi-dimensional audit process across all 4 C/I/F/S dimensions. Conducted by certified Aegryn analysts according to the official protocol. Official AEG Grade awarded and publishable in the catalogue. Fees: success-based (commission on sale).
Aegryn Advisory
Strategic and operational support for assets undergoing remediation and re-submission. Fees on quote.
Section III — Submission Conditions
All assets are submitted via /grade/submit. Submission does not constitute a contractual commitment. Aegryn has 5 working days to respond with a pre-screening. Less than 25% of submitted assets are accepted for full certification.
Submitter Obligations
The seller agrees to provide accurate and complete information, guarantee having the rights to transfer the asset, maintain confidentiality of the evaluation process, and not transfer the asset to a third party during the exclusive mandate period.
Section IV — The Tech Transaction Promise (PTT)
Expression of Interest (EoI)
Non-binding. Transmitted by Aegryn to the seller within 48 hours. No deposit required.
Heads of Agreement (HoA)
Formalisation of the agreed price and transaction structure. Signing the HoA creates the buyer's obligation to pay the escrow.
Escrow
Amount: 10% of the agreed transaction price. Payment deadline: 5 working days following HoA signature. Custodian: third-party bank designated by Aegryn. Dual signature required for any release.
Due Diligence (DD)
Standard duration: 30 calendar days from escrow confirmation. The buyer accesses the full data room under NDA. Extension possible by mutual written agreement (maximum 30 additional days).
Signing & Closing
At signing: the exact codebase state is documented and versioned. Where applicable, a blockchain certification may be associated with the signing date. The balance (90%) is paid by the buyer. The bank releases the escrow. Aegryn deducts its commission and pays the net balance to the seller. Aegryn issues the official Transaction Certificate.
Withdrawal Rules
Buyer withdrawal without legitimate reason: escrow is awarded to the seller, less Aegryn's handling commission.
Seller withdrawal without legitimate reason: escrow is fully returned to the buyer. The seller additionally pays an indemnity equal to the escrow amount.
Unfulfilled condition precedent (documented legitimate reason): escrow is fully returned to the buyer. The audit commission already paid remains due to Aegryn.
Section V — Liability
Aegryn acts exclusively as intermediary and process operator. Aegryn does not guarantee the outcome of a transaction, the future value of an asset, or post-transfer performance. In case of discrepancy between declared data and reality discovered during DD, Aegryn's liability is limited to refunding certification fees received for the asset. Under no circumstances shall Aegryn be liable for indirect damages, lost profits, or consequential damages.
Section VI — Grade Dispute
Any dispute of the official Grade must be notified to Aegryn in writing via the contact form at aegryn.com/contact within 30 calendar days of report delivery. Aegryn undertakes to respond within 15 working days.
Section VII — Transaction Confidentiality
Aegryn never discloses the seller's identity to the buyer, nor the buyer's identity to the seller, without explicit agreement of both parties. Transaction data published in the results catalogue is systematically anonymised.
Section VIII — Anti-Money Laundering (AML/CFT)
In accordance with Swiss AML law and AMLD6, Aegryn is required to verify the identity of all clients (KYC), identify beneficial owners (UBO ≥ 25%), and report suspicious transactions. In case of doubt, Aegryn may suspend or cancel any process without prejudice.
Section IX — Governing Law and Dispute Resolution
These Terms are governed by Swiss substantive law. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Aegryn's registered canton. The parties will endeavour to resolve any dispute amicably within 30 days before any legal proceedings.
Section X — Data Room and Access to Due Diligence Documents
As part of the certification and transaction process, Aegryn provides a secure data room enabling the seller to upload the documents required for CIFS analysis. Access to these documents is strictly controlled through a three-tier authorisation system: administrator/seller, assigned certified partner, and buyer who has signed the NDA. Every consultation is logged (identity, IP address, timestamp, duration). Technical deterrence measures are in place (download blocking, screenshot detection attempts, dynamic watermarking). These measures constitute a serious deterrent and a logged record in the event of a dispute, but cannot guarantee 100% prevention of capture via external means (photography, third-party device capture). The buyer acknowledges and accepts that documents viewed in the data room are protected by these Terms and the signed NDA. The buyer contractually undertakes not to reproduce, transmit or disclose any document viewed, under penalty of damages and legal proceedings. Aegryn's liability in the event of a leak resulting from a circumvention of the technical protections is expressly excluded; contractual liability is borne by the NDA and these Terms.
Section XI — Transaction Fees
Aegryn's transaction commission is borne entirely by the seller (transferor). It is deducted directly by Aegryn from the escrowed funds at closing, before the net proceeds are remitted to the seller. The buyer does not pay any commission to Aegryn in connection with the transaction. Access to the catalogue and the acquisition process is free of charge for qualified buyer members.
Aegryn's transaction commission is calculated on the firm transaction price effectively paid at closing, according to the following degressive schedule:
Minimum commission: CHF 25,000 excl. VAT, regardless of the applicable rate and the final transaction price.
Fees in the event of non-completion of the transaction
In the event that an asset admitted to the full certification process (M&A Certification) is withdrawn from the catalogue or no transaction is completed at the end of the Aegryn process, a minimum fixed fee of CHF 2,000 excl. VAT is due to Aegryn in consideration of the work carried out by its teams: C/I/F/S analysis, attribution of the official grade, preparation of the catalogue file, communication and marketing activities, and the product visibility acquired during the asset's presence in the Aegryn catalogue. These fees are due regardless of the commercial outcome and are payable on the date of withdrawal or closure without transaction. They are invoiced directly to the seller. This clause does not apply in the event of a duly documented unfulfilled condition precedent.
In the event of an earnout, an additional commission of 5% is levied on each earnout payment effectively received by the seller, up to the rate applicable to the total price bracket.
The commission is due on the date the escrow is released and is deducted directly by Aegryn from the escrowed funds before the net balance is remitted to the seller. Aegryn is never the custodian of these funds — the escrow is held by a third-party bank designated by Aegryn.
Section XII — Aegryn Expert Network — Expert Profile Subscription
Aegryn operates a network of listed professionals (hereinafter "Partners") accessible from the Expert Network section of the platform. This network is distinct from the transaction process and does not constitute an intermediation service in the financial sense.
Nature of the relationship
The Partner is an independent service provider listed in a personal capacity or in the name of their organisation. They freely set their fees, terms of engagement and contractual terms with their clients. Aegryn does not receive any commission on fees charged by the Partner to their clients and does not intervene in the commercial relationship between the Partner and their clients. The Partner is in no way an employee, agent or co-contractor of Aegryn in the context of their services.
Expert Profile Subscription
Access to the network is conditional on subscribing to an Expert Profile subscription (CHF 89 excl. VAT/month or current annual rate). This subscription entitles the holder to: publication and update of an expert profile visible on aegryn.com/grade/partners, direct access to referral requests initiated by Aegryn sellers or buyers who have expressed a need for support in the areas of expertise listed in the profile, and participation in Aegryn network events. The subscription has no minimum commitment and can be cancelled at any time with effect at the end of the current period.
Referral programme
Any Partner holding an active Expert Profile subscription may refer other professionals. For each referred professional subscribing to an Expert Profile, the referrer receives a one-month credit on their own subscription, credited at the next billing date. The referred professional also receives one free month deducted from their first invoice. Aegryn reserves the right to modify this programme with 30 days' notice.
No commission paid to Aegryn
Partners do not pay any commission to Aegryn on their service fees, regardless of the nature of the engagement performed (advisory, due diligence, legal assistance, technical expertise, etc.). The sole financial consideration owed to Aegryn is the monthly Expert Profile subscription. This provision is mandatory and cannot be modified by individual agreement.