General Terms andConditions (GTC) of Konsento AG
Version: 1 May 2026
Preamble
Konsento AG, with its registered office in Zurich (hereinafter “Konsento”), operates a digital platform for corporate governance, share register, and corporate action processes, in particular for the maintenance of digital share registers, the organisation and conduct of general meetings and board of directors meetings, and the structured processing of capital changes and other corporate law measures.
These GTC consist of two parts:
Part A governs access to the platform and its use by all users.Part B governs exclusively the fee-based service relationship between Konsento and the companies represented by company representatives or co-managers.
Part A – General Terms of Use for All Users
1. Scope of Application and Definitions
1.1 Scope of Application
These GTC apply to every person who accesses or uses the Konsento platform, in particular:
- company representatives and their authorised agents (co-managers);
- members of the board of directors;
- shareholders and other investors;
- independent or other proxy holders;
- external service providers such as notaries, auditors, lawyers, or other specialists involved in a workflow.
1.2 Definitions
For the purposes of these GTC, the following terms have the meanings set out below:
Platform: the software-as-a-service solution operated by Konsento, including the web application, portals, communication, documentation, and voting functions, as well as related auxiliary and support functions.
Company: the legal entity or other organisation for which data is maintained, processes are conducted, or functions are activated on the platform.
Company Representative: persons who act on behalf of a company and are authorised to represent the company vis-à-vis Konsento in connection with the use of the platform.
Co-Manager: additional users authorised by the company or a company representative with administration or participation rights.
User Content: all data, documents, communications, register entries, voting data, resolutions, uploaded files, and other content entered, uploaded, generated, released, or processed by users on the platform.
2. Formation of the Terms of Use Agreement
The terms of use agreement under Part A is formed as soon as a user:
- registers;
- accepts an invitation to use the platform;
- accesses the platform;
- enters or processes content on the platform; or
- uses platform functions within the scope of a workflow established by a company.
Company representatives and co-managers confirm by their registration or use that they are acting within the scope of their authorisation.
3. Roles and Representation
3.1 Company-Related Authorisations
The company itself determines which persons may access the platform as company representatives or co-managers and the extent to which they are authorised to take actions, release content, or initiate processes.
3.2 Responsibility for Authorisations
The company is responsible for keeping authorisations current and for promptly revoking unauthorised access. Konsento may rely on the roles and rights stored in the system, provided there are no obvious indications of misuse.
4. Access, Registration, and Account Security
4.1 Access Requirements
Access to certain functions requires registration, an invitation, or express activation by the company or by Konsento.
4.2 Access Credentials
Users are obliged to keep access credentials confidential, to protect them from third-party access, and to immediately report any misuse or suspected misuse to Konsento.
4.3 Accuracy of Information
Each user is responsible for ensuring that the information provided during registration or use is accurate, complete, and up to date.
5. Permitted Use
The platform may be used exclusively for its intended purpose and within the scope of the activated functions.
In particular, users are prohibited from:
- using the platform for unlawful, misleading, operationally disruptive, or abusive purposes;
- infringing intellectual property rights, personality rights, data protection rights, or other rights of third parties;
- circumventing or impairing security mechanisms;
- introducing malware, scripts, or other technically harmful elements;
- using automated access, scraping, crawling, or comparable methods, unless expressly permitted by Konsento;
- engaging in reverse engineering, decompilation, disassembly, or other attempts to derive the source code, data models, logic, or technical functionality of the platform;
- using the platform to replicate competing products or for benchmarking for competitive purposes;
- using the platform in a manner that impairs its stability, integrity, security, or availability.
6. User Obligations and Responsibility for Content
6.1 Responsibility for User Content
Each user is solely responsible for the content entered, uploaded, released, or transmitted by that user.
6.2 Company-Related Responsibility
To the extent that content or information is attributable to the company, the company bears responsibility for its lawfulness, completeness, currency, and accuracy. This applies in particular to register data, shareholder data, information on beneficial owners, voting instructions, agenda items, resolutions, articles of association, subscription forms, assignment declarations, and commercial register and notarial documentation.
6.3 No Substitute for Internal Review
Konsento provides structured workflows, templates, automations, and technical tools. The substantive and legal final review of specific content, resolutions, and entries remains, unless expressly agreed otherwise, the responsibility of the company or the relevant users and their external advisors.
7. Intellectual Property
7.1 Rights of Konsento
All rights in and to the platform, software, data models, workflows, designs, texts, templates, brands, logos, documentation, and other content provided by Konsento remain with Konsento or the respective licensors.
7.2 Limited Licence
For the duration of the authorised use, Konsento grants users a non-exclusive, non-transferable, non-sub-licensable right to use the platform to the contractually agreed extent.
7.3 Rights in User Content
Rights in user content remain with the respective rightholder. Each user or company grants Konsento the rights of use necessary for the operation, hosting, backup, display, processing, transmission, archiving, support, further development, and contractual provision of services.
8. Confidentiality
8.1 Confidential Information
All non-publicly known information and documents that are disclosed or made accessible in connection with the use of the platform are considered confidential, in particular register data, personal data, voting results prior to their release, draft documents, corporate law documents, contractual content, and technical information.
8.2 Confidentiality Obligation
Users may use confidential information only for the intended purpose and may not disclose it to third parties without authorisation.
8.3 Exceptions
The confidentiality obligation does not apply to information that:
- is or becomes publicly known without breach of these GTC;
- was already lawfully known to the receiving party;
- was lawfully disclosed by an authorised third party; or
- must be disclosed by virtue of mandatory law, an official order, or a court decision.
9. Third-Party Services and External Service Providers
Konsento may use third-party services, interfaces, hosting, communication, identification, signature, or other technical services for the operation of the platform or for specific workflows.
If external service providers such as notaries, auditors, lawyers, or other specialists are integrated through the platform, a separate legal relationship may arise between such providers and the company or the relevant user. Unless expressly agreed otherwise, Konsento is not a party to such separate engagements.
10. Availability, Maintenance, and Platform Changes
10.1 Availability
Konsento operates the platform with reasonable care. However, uninterrupted, error-free, or fault-free availability at all times is not guaranteed.
10.2 Maintenance and Further Development
Konsento is entitled to maintain, technically adapt, and further develop the platform, and to modify, extend, or discontinue functions, provided that the essential agreed core functions for existing customers are not unreasonably impaired.
10.3 Security and Compliance Changes
Konsento may make changes at any time if required for security reasons, for legal reasons, to maintain system integrity, or to adapt to technical developments.
11. AI-Assisted Functions, Templates, and Content
To the extent that Konsento offers AI-assisted support, analysis, text, or suggestion functions, these serve to provide technical and substantive assistance within standardised workflows. Such outputs may be incomplete or erroneous and do not replace individual legal, tax, audit, notarial, financial, or investment advice.
Users are obliged to independently review AI-generated content, drafts, summaries, and suggestions before use.
12. Suspension and Withdrawal of Access
Konsento is entitled to temporarily or permanently suspend user accounts or individual access, in whole or in part, where there are objective grounds, in particular in cases of:
- suspected unlawful or abusive use;
- security incidents or concrete threats to the platform or data;
- breaches of these GTC;
- orders from authorities or courts;
- withdrawal of a user’s authorisation by the company;
- payment default by the company, to the extent this relates to the access concerned.
Where reasonably practicable, Konsento will notify the affected company or user in advance or promptly thereafter.
13. Liability under Part A
13.1 Liability of Konsento
Konsento is liable only for damages caused by Konsento through unlawful intent or gross negligence. Any further mandatory statutory liability remains reserved.
To the extent permitted by law, liability for slight negligence is excluded. In any event, to the extent permitted by law, liability for indirect damages, consequential damages, loss of profit, business interruption, loss of data, reputational harm, and claims of third parties is excluded.
The foregoing limitations of liability do not apply to the extent that Konsento has expressly assumed a guarantee.
13.2 Liability for Content and Third-Party Sources
Konsento is not liable for content, information, resolutions, documents, or instructions originating from users or third parties, or based on information provided by the company.
13.3 Liability of Users
Users are liable for damages caused by their use of the platform in breach of contract, unlawfully, or abusively, and shall indemnify Konsento against justified third-party claims arising from such conduct.
14. Commencement and Termination of Use
A user’s authorisation to use the platform commences upon activation, invitation, registration, or first use, and terminates when:
- the authorisation is revoked;
- the relevant account is deleted;
- the underlying corporate relationship ends; or
- Konsento suspends or terminates access in accordance with these GTC.
Provisions on confidentiality, intellectual property, liability, and general provisions continue to apply after termination to the extent their nature so requires.
Part B – Special Terms and Conditions for Companies, Company Representatives, and Co-Managers
15. Contracting Parties and Subject Matter
15.1 Contracting Party
The sole contractual counterparty of Konsento is the respective company. Company representatives and co-managers act vis-à-vis Konsento on behalf of the company.
15.2 Subject Matter
Konsento provides the company with software-as-a-service and related support, implementation, documentation, coordination, and individual services in accordance with these GTC, the website in force at the time of conclusion of the contract, any offers, service descriptions, price lists, pricing calculators, and order confirmations.
15.3 No Mandate Relationship
Unless expressly agreed otherwise in writing, the use of the platform does not establish a legal, audit, notarial, asset management, investment advisory, or other profession-specific mandate relationship with Konsento.
16. Formation of the Service Agreement
A service agreement between Konsento and the company is formed in particular by:
- acceptance of an offer from Konsento;
- online ordering or registration for a paid or free subscription;
- booking of a corporate action or an add-on;
- activation of a plan by Konsento;
- use of paid services following prior disclosure of the applicable terms;
- written or email order confirmation.
Konsento may treat declarations by company representatives and co-managers as made on behalf of the company, unless there are obvious indications of a lack of authorisation.
17. Services of Konsento
17.1 Service Categories
The services of Konsento may include in particular:
- subscriptions for the use of the platform;
- add-ons and supplementary modules;
- corporate actions as individual on-demand services;
- support and ancillary services;
- integration of external specialists or third-party services within specific processes.
17.2 Subscriptions
Konsento offers in particular the following subscription categories:
- free share register;
- Basic;
- Premium;
- Scale or bespoke offerings pursuant to a specific offer.
The content, functional scope, and price of a subscription are governed by the information published on the Konsento website at the time of conclusion of the contract. For subscriptions outside the published standard pricing model, in particular Scale subscriptions or individually quoted models, the relevant offer from Konsento is solely determinative.
17.3 Nature of Subscriptions
Depending on the selected package, subscriptions may include in particular functions for legally compliant share register maintenance, investor and master data management, reporting of beneficial owners, general meetings, board of directors meetings, document management, communication functions, data room, automated minutes, certifications, analyses, exports, and other functions as specified on the website.
17.4 SECOM Share Register as Add-On
To the extent that Konsento offers a SECOM share register or a comparable add-on for companies with intermediated securities (Bucheffekten), the content and price are governed by the website or an individual offer. The determination, maintenance, communication, and responsibility for the share value or share price rest exclusively with the issuer.
17.5 Corporate Actions as Individual Services
Corporate actions are individual services booked on demand and invoiced individually. Content and price are governed in each case by the individual offer from Konsento, the pricing calculator on the website, the price list on the website, or the specific order confirmation.
Unless otherwise indicated, corporate actions are offered at a flat base price for the described standard scope.
17.6 Additional Costs for Corporate Actions
The following items are invoiced separately on a time-and-effort basis:
- postponements of scheduled dates;
- resulting adjustments to resolutions, invitations, meetings, sessions, or documents;
- corrections, additional work, or additional iterations resulting from the use of the client’s own documents, templates, text versions, or formatting;
- conversion, editing, and formatting of articles of association or other foundational documents where these are not provided in current, editable Word format;
- services outside the standard scope described in the offer, pricing calculator, website, or quote.
18. Support and Cooperation
18.1 Standard Support
Konsento provides user manuals, FAQs, email support, and a ticketing system. Konsento endeavours to provide a prompt initial response; a response time of 24 hours during normal business hours is the target but does not constitute a guaranteed service level commitment unless otherwise agreed in writing.
18.2 Technical Support for Errors Attributable to Konsento
The rectification of technical errors falling within the area of responsibility of Konsento is not to be classified as chargeable service support, unless expressly agreed otherwise.
18.3 Included Service Support in Subscriptions
Konsento reserves the right to invoice service support exceeding 0.5 hours per contract year separately.
Chargeable service support includes in particular administrative interventions or corrections that are not attributable to errors by Konsento, such as the deletion of transactions, subsequent correction of user errors, or changes to user email addresses.
Unused support hours lapse at the end of the relevant contract year, unless otherwise agreed in writing.
18.4 Invoicing of Additional Support
Once the included service support has been used, additional time is invoiced at the applicable hourly rate of Konsento. The hourly rates communicated on the Konsento website or agreed with the client apply.
18.5 Cooperation Obligations of the Company
The company shall cooperate in a timely and appropriate manner. In particular, it shall ensure that Konsento receives all information, approvals, documents, records, contact persons, and decisions required for the provision of services in a timely manner.
Delays, additional work, and additional costs arising from delayed, incomplete, or erroneous cooperation by the company or third parties engaged by it may be invoiced separately or may result in a reasonable extension of time.
19. Prices, Invoicing, and Payment
19.1 Prices
The prices published at the time of conclusion of the contract or individually quoted shall apply. All prices are, unless expressly stated otherwise, exclusive of statutory value added tax and exclusive of disbursements, fees, and third-party expenses.
19.2 Invoicing
Invoices may be delivered by email or other suitable electronic means.
19.3 Payment Period
Invoices are payable within 10 calendar days of the invoice date without deduction, unless the invoice or a specific offer provides otherwise.
19.4 Default
In the event of default in payment, the company owes statutory default interest and reimbursement of reasonable collection and reminder costs.
From the second reminder, Konsento may charge reminder fees.
19.5 Suspension in the Event of Default
Konsento is entitled, following prior notice, to suspend access to paid services or withhold services if outstanding amounts remain unpaid despite a reminder. The payment obligation for already agreed contractual periods remains unaffected.
19.6 No Refunds
Fees already paid shall not be refunded unless Konsento has committed to a refund in writing or mandatory law requires otherwise. This applies in particular to early non-use, downgrading during a current period, or the discontinuation of a corporate action for reasons not attributable to Konsento.
20. Term, Renewal, Termination, and Downgrading
20.1 Commencement and Duration
The service agreement enters into force upon conclusion of the contract and, unless otherwise agreed, is of indefinite duration.
20.2 Ordinary Termination
Either party may terminate the service agreement in writing or by email with one month’s notice to the end of the following month.
20.3 Minimum Terms and Agreed Periods
To the extent that fixed billing or minimum terms have been agreed for individual subscriptions, promotions, offers, or services, the remuneration for the entire agreed term remains due.
20.4 Downgrading of Subscriptions
Downgrading may be requested at any time. It takes effect in principle at the end of the current billing period already paid, unless Konsento expressly agrees to an earlier change. Fees already paid shall not be refunded.
20.5 Extraordinary Termination
Either party may terminate the agreement with immediate effect for good cause. Good cause for Konsento exists in particular in the case of:
- serious or repeated breaches of these GTC;
- unlawful or abusive use;
- material endangerment of data, systems, or third-party rights;
- persistent default in payment;
- cessation of material cooperation by the company;
- unreasonableness of continued performance of the contract for regulatory or security-related reasons.
21. Data Processing, Data Protection, and Data Locations
21.1 Roles under Data Protection Law
To the extent that Konsento processes personal data on behalf of the company, Konsento acts in principle as a data processor for the company. The company remains responsible for the lawfulness of the processing, the fulfilment of information obligations, the availability of adequate legal bases, and the data-protection-compliant use of the platform within its area of responsibility.
To the extent that Konsento processes data for its own purposes, in particular for the operation, security, billing, abuse prevention, further development of the platform, fulfilment of statutory obligations, or enforcement of its own claims, Konsento acts in this regard as an independent controller.
21.2 Technical and Organisational Measures
Konsento implements appropriate technical and organisational measures to protect data against unauthorised processing.
21.3 Sub-Processors and Data Processing Abroad
Konsento is entitled to engage sub-processors and to have data processed in Switzerland or abroad. If data is processed or disclosed in countries without an adequate level of data protection, Konsento shall ensure appropriate safeguards or rely on another legally permissible justification under applicable Swiss data protection law.
Prior consent of the company for data processing abroad is not required provided the data protection requirements are met.
21.4 Privacy Policy
The current privacy policy of Konsento applies in addition.
22. Data Backup, Retention, Export, and Deletion
22.1 Data Backup
Konsento may create data backups at its own discretion and in accordance with technical operational requirements. An entitlement to a specific backup architecture or recovery time exists only if agreed in writing.
22.2 Export upon Termination
To the extent technically possible and provided no statutory retention obligations stand in the way, the company will be given a reasonable period following termination to export or have exported its own data in a standard format. Konsento may invoice a reasonable charge for special export or migration services.
22.3 Deletion
Upon expiry of statutory or operational retention periods, Konsento may delete or anonymise data, provided no further statutory, contractual, or legitimate interests stand in the way.
23. Warranties and Limits of Performance
23.1 Duty of Care
Konsento performs its services with the care customary in the industry.
23.2 No Guarantee of Success for External Processes
Unless expressly agreed otherwise, Konsento does not guarantee any specific economic, corporate law, tax, financing-related, notarial, or register-related result. In particular, no guarantee is given that authorities, commercial register offices, notaries, auditors, banks, paying agents, settlement agents, or other third parties will accept documents, submissions, or processes in a particular form.
23.3 Third-Party Information
Konsento may rely on information, documents, and data provided by the company and persons engaged by it in performing its services.
24. Liability under Part B
24.1 General Principle
Konsento is liable for unlawful intent and gross negligence in accordance with mandatory law.
24.2 Limitation for Slight Negligence
To the extent permitted by law, the liability of Konsento for slight negligence is excluded.
24.3 Excluded Categories of Damage
To the extent permitted by law, Konsento is not liable for indirect damages, consequential damages, loss of profit, expected savings, financing losses, loss of data, loss of use, reputational harm, third-party claims, or damages arising from the use of inaccurate or incomplete information provided by the company or third parties.
24.4 Cap on Liability
To the extent permitted by law and in the absence of unlawful intent or gross negligence, any liability of Konsento for direct damages arising from or in connection with the service agreement is limited to the amount of the remuneration paid by the company for the specifically affected service during the twelve months preceding the event giving rise to the damage. In the case of shorter contractual durations, the amount actually paid is determinative.
24.5 Liability for Auxiliaries and Third-Party Providers
To the extent permitted by law, the foregoing limitations of liability also apply for the benefit of auxiliaries, governing bodies, employees, engaged third parties, and sub-processors of Konsento.
25. Reference Use
Konsento is entitled to refer to the company by name and with its company logo as a reference in an appropriate manner. The company may object to such reference in writing for future use at any time.
26. Amendments to these GTC and to Services
26.1 Amendments to the GTC
Konsento may amend these GTC at any time. Amendments will be communicated to the affected companies in an appropriate manner.
26.2 Entry into Force
Amendments are deemed approved if the company does not object in writing within 30 days of notification and continues to use the platform or services after expiry of that period. Konsento will draw attention to this consequence in the case of material amendments.
26.3 Special Right of Termination
If material amendments result in a significant adverse change to the contractual balance, the company may terminate the affected contract with effect from the date of entry into force of the amendment.
27. General Provisions
27.1 Notices
Legally relevant notices may be given by email, unless mandatory law requires a stricter form.
27.2 Assignment
The company may assign or transfer rights and obligations under the contract to third parties only with the prior written consent of Konsento. Konsento is entitled to transfer the contract or individual rights and obligations to an affiliated company or in the context of a restructuring, business acquisition, or transfer of assets.
27.3 Severability
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision with a valid arrangement that comes as close as possible to the economic purpose of the original provision.
27.4 Order of Precedence
In the event of conflicts, the following order of precedence applies:
- individual written offer or order confirmation from Konsento;
- product-specific service description or pricing arrangement;
- these GTC;
- other information on the platform or website.
27.5 Governing Language
These GTC may be made available in multiple language versions. In the event of deviations, ambiguities, or contradictions between the German-language version and any other language version, the German-language version is exclusively binding.
27.6 Governing Law
These GTC and all legal relationships arising from or in connection with them are governed by substantive Swiss law, to the exclusion of conflict-of-laws rules.
27.7 Place of Jurisdiction
To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Zurich, Switzerland.
Konsento AG
Version: 1 May 2026