Subscription conditions 

Version: 3.0
Stand: November 20, 2025
Zerovia GmbH, Via Casti 52, 7151 Schluein, Switzerland
E-mail: info@zerovia.ch

1. scope of application and contractual relationship

1.1
These subscription conditions govern all paid services of theZEROVIA GmbH, Via Casti 26, 7151 Schluein, Switzerland („ZEROVia“).

1.2
They complement theTerms of use of ZEROVIA GmbH. In the event of contradictions, the following priorities apply:
(1) Individual contract,
(2) Subscription conditions,
(3) Terms of use.

1.3
They apply exclusively to business customers (B2B).

2. conclusion of contract

2.1
A subscription is concluded by placing an order via the platform, accepting an offer or by using chargeable functions after activation.

2.2
The customer undertakes to provide correct and complete information.

3. scope of services of the subscriptions

3.1
The specific scope of the services is determined by the selected subscription and the applicable service description.

3.2
The subscriptions can include the following functions, among others:

1. a) ESG Quick Check
   b) ESG Profile (Self-Declared, Verified, Validated)
   c) ESG reports in accordance with VSME
   d) Procurement modules
   e) Supplier management
   f) AI functions
   g) API interfaces
   h) Upload & document management

3.3
ZEROVia may extend, adapt or improve functions, provided that the essential contractual benefit is retained.

3.4
Verifications and validations are alwaysSeparate, chargeable additional services.

4. ESG verifications and validations

4.1 Verification by ZEROVia („Verified by ZEROVIA“)

4.1.1
Verification involves a formal check of documents and information.

4.1.2
It representsNo material ESG audit, no certification and no audit.

4.1.3
For implementation, aexplicit opt-in of the customer is required.

4.2 Validation by external partners („Validated by External Partner“)

4.2.1
Validations are carried out by external testing organizations and are invoiced separately.

4.2.2
A contract for validation is concluded directly between the customer and the external validation partner.

4.2.3
ZEROVia acts solely as a technical platform provider and assumes no liability for validation judgments.

4.2.4
ESG data is only passed on to validation partners after opt-in.

4.3 Period of validity

Verified and validated ESG profiles have a defined period of validity. After expiry, they are marked accordingly.

5. opt-in for the transfer of ESG data to third parties

5.1
The customer can voluntarily release ESG data to third parties such as banks, insurance companies, large companies or validation partners.

5.2
The release shall only take place with the express consent of the customer (opt-in).

5.3
The customer guarantees that he has the necessary rights and consents to pass on the data.

5.4
ZEROVia does not check the legitimacy of the recipient.

5.5
Revocation only applies to future access.

6 Prices and terms of payment

6.1
The prices are based on the current price list or the individual offer.

6.2
All prices are exclusive of VAT.

6.3
Invoices are payable within 30 days.

6.4
In the event of late payment, ZEROVia may restrict or block access.

7 Contract duration and termination

7.1
Subscriptions run from the activation date for the agreed duration.

7.2
They are automatically extended if they are not canceled.

7.3
Notice of termination must be given within the contractually stipulated period.

7.4
Extraordinary termination by ZEROVia is possible in the event of:

• serious breaches of contract,
• unlawful release of data,
• continued default in payment,
• security-related incidents.

8 Warranty and further development

8.1
ZEROVia operates the platform with due care, but does not guarantee uninterrupted or error-free availability.

8.2
Furthermore, ZEROVia assumes no liability for:

• the regulatory suitability of ESG data,
• the accuracy of content entered by the customer,
• specific business or ESG-related results.

8.3
ZEROVia may adapt, modernize or replace functions.

9. liability

9.1
ZEROVia is only liable for damages caused by intentional or grossly negligent behavior.

9.2
Liability for slight negligence as well as for indirect damages, consequential damages or loss of profit is excluded.

9.3
No liability exists for:

• incorrect, incomplete or misleading information provided by the customer,
• Validation assessments of external partners,
• economic decisions of third parties,
• Data loss, unless caused by gross negligence.

9.4
The upper liability limit is the amount of the annual subscription fee.

10. data protection

10.1
Personal data is processed in accordance with ZEROVIA GmbH's privacy policy:
https://zerovia.ch/de/datenschutzerklaerung/

10.2
Insofar as ZEROVia processes personal data on behalf of the customer, theData processing agreement (DPA) of ZEROVIA GmbH, which is an integral part of the contractual relationship.

10.3
The DPA regulates, among other things:

• Nature and purpose of data processing,
• Rights and obligations of the parties,
• Safety measures,
• Sub-processors,
• international data transmission.

11. service level agreement

11.1
ZEROVia provides all services in accordance with theBest-effort principle. There are no guaranteed availability or response times, unless otherwise agreed in writing.

11.2
ZEROVia endeavors to rectify faults promptly and to ensure ongoing platform operation.

11.3
Individual SLA agreements can be concluded for major customers or partners with increased requirements.

12. confidentiality

12.1
Both parties undertake not to disclose confidential information to unauthorized third parties.

13. changes to the subscription conditions

13.1
ZEROVia may change these subscription conditions. The current version will be published on the website.

13.2
In the event of significant changes, ZEROVia shall inform the customer appropriately in advance.

14 Applicable law and place of jurisdiction

14.1
Swiss law applies exclusively.

14.2
The place of jurisdiction for all disputes isChur (GR).