Terms and Conditions

Part A — The basics

A1. Who we are and what these Terms cover

Celdon AG ("Celdon", "we", "us") operates Celdon, an AI-supported workspace for finance tasks. These Terms form the contract between Celdon and you whenever you visit celdon.io, use the Celdon application at noah.celdon.ai, use the Celdon app for ChatGPT, or buy a plan. This includes all subdomains, any companion apps, our ChatGPT app and our API (together, the "Service").

Two other documents form part of this contract:

• our Privacy Policy, which explains how we handle personal data for which we are responsible ourselves; and

• our Data Processing Agreement ("DPA") at https://celdon.io/dpa, which governs personal data we process on your behalf.

A2. Key points

This summary is for orientation only. The clauses that follow are what binds us.

A3. Terms we use

• Business Customer: anyone who uses the Service for their trade, business, craft or profession, including companies and other organisations.

• Consumer: an individual who uses the Service mainly for purposes outside their trade, business, craft or profession, as defined by the law that applies to them.

• Customer Content: everything you or your Authorised Users upload, enter or connect, such as files, messages and prompts.

• Output: what the Service generates from Customer Content, for example answers, extracted data, reports and process results.

• Authorised User: a person a Business Customer allows to access its organisation account.

• Plan: a free, trial or paid service package, as described on our pricing page at the time of ordering. "Paid Subscription" and "subscription plan" mean a paid Plan.

• Owner means Celdon, and User means you, wherever these terms are used.

Part B — Getting started

B1. Who may use the Service

You must be at least 18 years old, or of full legal age where you live if that is higher. If you register on behalf of an organisation, you confirm that you are authorised to bind it to these Terms; in that case "you" means the organisation. You must not use the Service if you, or the organisation you act for, are subject to sanctions or export restrictions that we must observe, or if you would be using it from a territory subject to such restrictions.

B2. Your account

You sign in with a one-time code sent to your email address; there is no password. Because anyone with access to that mailbox can sign in, please keep it secure. Keep your account details accurate and up to date. Activity in your account is attributed to you unless you show that someone else was responsible for it without any fault on your part. If you notice unauthorised access, or suspect that your email account has been compromised, tell us straight away at info@celdon.ai.

A Business Customer is responsible for the Authorised Users it invites: for removing access when people leave, and for making sure they follow these Terms.

B3. Trials and test access

We may offer free trials or test access, either in general or for particular users. Unless we say otherwise:

• a trial ends automatically, with no charge;

• a trial turns into a paid Plan only if you actively choose one; and

• we may change, limit or end a trial at any time.

Any usage limits that apply to a trial are shown in the Service.

Part C — Using Celdon

C1. Permitted use

You may use the Service for your own internal business purposes or, if you are a Consumer, for your own personal purposes. You may not:

• resell, rent out, or otherwise make the Service available to third parties outside your organisation, without our written agreement;

• decompile, disassemble or reverse-engineer the Service, except where the law expressly allows you to;

• probe, scan or test the Service for vulnerabilities without our permission, or get around access controls, usage limits or billing;

• put a disproportionate load on the Service, for example through automated mass requests or scraping;

• upload malicious code, or content you have no right to process;

• use the Service, or its Outputs, for unlawful purposes, or to build a competing product; or

• give the Service special categories of personal data (such as health data) unless this is necessary for your use and you have a lawful basis for it.

C2. AI features and Outputs

Celdon uses artificial intelligence. When you use the assistant, you are interacting with an automated system, not a person.

Checking Outputs. AI can produce Outputs that are incomplete, out of date or wrong, even when they look convincing. Celdon does not give tax, legal, accounting, audit, financial or investment advice, and it does not replace your own professional judgement or that of an adviser. Review every Output before you rely on it, file it, or pass it on. Decisions you make with the help of the Service remain yours.

Rights in Outputs. We do not claim any rights in Outputs. To the extent we acquire any rights in an Output, we transfer them to you, or grant you an exclusive right to use them. Because similar inputs can lead to similar results, Outputs may not be unique to you.

C3. API and connected tools

If we give you API access, these Terms apply to it as well. Keep your API keys confidential. You are responsible for any third-party tools you connect to the Service, and for what those tools do with your data. We do not control third-party tools, websites or integrations, and their own terms apply to them. Our liability for the API is governed by F1.

Celdon app for ChatGPT. You may also access the Service through our app for ChatGPT, operated on the OpenAI platform. When you use it, OpenAI's own terms and privacy policy apply to ChatGPT itself, in addition to these Terms, which continue to govern your use of Celdon. The messages and files you provide in ChatGPT, and the results we return, are also processed by OpenAI as part of operating that platform; we do not control OpenAI or ChatGPT. How we handle personal data on this channel is described in our Privacy Policy.

C4. Your content

Ownership. You keep all rights in your Customer Content.

Our permission to use it. You allow us to store, copy, analyse, transform and transmit Customer Content, but only as far as needed to provide, secure and support the Service for you, and only for as long as that requires. We do not use Customer Content to train AI models.

Your assurances. You confirm that you are entitled to use the Customer Content in this way. Where it contains personal data about other people, you confirm that you have a lawful basis for us to process it on your behalf under the DPA. Where Customer Content includes works protected by moral rights that cannot be waived, you consent to the uses described in this clause, as far as the law allows.

Removal. We do not routinely review Customer Content. We may block or remove specific content, and where necessary restrict the account concerned, if:

• we have concrete indications that the content is unlawful, infringes someone's rights or breaches these Terms;

• an authority requires us to; or

• the content puts the security or operation of the Service at risk.

Where reasonable, we will tell you first and give you a chance to respond.

C5. Our platform

The Service, including its software, models, prompts, designs, texts and trade marks, belongs to us or our licensors. For the duration of your Plan, we grant you a simple, non-transferable right to use the Service under these Terms. Nothing else is licensed to you. Statutory permissions to use protected works are unaffected.

Part D — Plans, payment and cancellation

D1. How a purchase works

Our pricing page describes each Plan's features, usage limits, price and billing interval. That description, as it stands when you order, determines what we owe you. Pictures and illustrations are only examples.

To order, you choose a Plan in the Service and are taken to the checkout of our payment provider, Stripe. There you enter your billing and payment details. Before you finally submit the order, you see an overview showing the Plan, term, total price and any taxes. You can correct any entry until that point by editing the fields or going back a step. Clicking the order button (for example "Subscribe and pay") is your binding offer. The contract is formed when we confirm your order by email or activate the Plan, whichever happens first.

These Terms are always available at https://celdon.io/terms, where you can view, download and store them.

D2. Prices and payment

Prices and the applicable currency are shown on the pricing page and at checkout. For Consumers, prices include any applicable VAT; for Business Customers, prices are shown excluding VAT, which is added where applicable. Fees are payable in advance for each billing period, through the payment method you choose in checkout.

Payments are collected by Stripe Payments Europe, Ltd. (Ireland), acting as merchant of record on behalf of Celdon AG. We never see or store your full card or account details.

If a payment fails, we will remind you and give you at least 7 days to pay. If the amount is still unpaid after that, we may suspend the paid features until it is settled.

D3. Term and automatic renewal

Each Plan runs for the initial term you choose in checkout (for example one month or one year). Unless it is cancelled, the Plan then renews automatically:

• Business Customers, and Consumers outside Germany: for another term of the same length, at the price that applies at the time of renewal (see D5).

• Consumers in Germany: for an indefinite period after the initial term. You may then end the Plan at any time with one month's notice.

D4. Cancelling

You can cancel at any time by email to info@celdon.ai.

We confirm every cancellation by email. Add-ons you have bought for a Plan follow their own terms, as shown when you buy them; unless stated otherwise, they end together with the Plan.

D5. Changes to prices and Plans

The Owner reserves the right to modify the price of Paid Subscriptions, including recurring subscription fees, from time to time. Any such change will be communicated to the User in advance of the next renewal.

The Owner also reserves the right to modify the features, functionality or scope included in a given subscription plan, including by adding, removing or restructuring features across plans. Material changes that reduce the features available to the User under their current plan will be communicated to the User in advance of the next renewal.

Price and plan changes take effect from the next renewal following the notice and do not apply to a period already paid for. For plans that run for an indefinite period (Consumers in Germany, after the initial term), a change instead takes effect one month after we notify you.

If you do not agree to a price or plan change, you may cancel the subscription under D4 before the change takes effect. For Business Customers, continuing to use the Service after the change takes effect counts as acceptance of it. For Consumers: we will have notified you of the change and of your right to cancel in advance; if you do not cancel before the change takes effect (at the next renewal, or — for indefinite plans — one month after notice), the new price or plan applies from that date. We do not treat your mere continued use during a term as acceptance of a change.

Service changes. We continuously improve Celdon. We may change features for valid reasons, such as new technology, security, legal requirements or changes made by our suppliers, as long as this costs you nothing extra. If a change materially worsens your access to, or use of, the Service, we will tell you in good time. Consumers may then end the contract free of charge within 30 days, and receive a pro-rata refund of fees paid in advance.

Part E — Additional rights for Consumers

This Part applies only to Consumers. Nothing in these Terms restricts rights that Consumers have under mandatory law.

E1. Right of withdrawal: EU, EEA and UK

Period. You may withdraw from a contract made with us online within 14 days, without giving any reason. For our services, the period starts on the day the contract is concluded.

How to withdraw. Tell us that you are withdrawing in any way you choose:

• send an email to info@celdon.ai; or

• send a letter to the address at the top of these Terms.

We confirm receipt of your withdrawal by email.

You may use the model form at the end of these Terms, but you do not have to. Sending your notice before the 14 days have passed is enough.

Consequences. If you withdraw, we refund all payments received from you within 14 days of receiving your notice. We use the same payment method you used, unless we agree otherwise, and you pay no fees for the refund.

If you asked us to start early. If you asked us to start providing the Service before the 14 days have passed, you pay a reasonable amount for the part already provided, in proportion to the full scope of the contract. Your right of withdrawal ends early only if we have provided the Service in full and you had expressly agreed to an early start and confirmed that you knew you would lose the right once the contract was fully performed.

E2. Right of regret: Brazil

Consumers in Brazil may withdraw from a contract concluded online within 7 days under Art. 49 of the Consumer Defence Code. The methods of withdrawal and the refund rules in E1 apply accordingly.

E3. Conformity of the Service

• EU/EEA: you have the statutory rights for digital services under the law of your country of residence. While a Plan is running, we are responsible for any lack of conformity throughout the supply period.

• Brazil: the statutory warranty periods of the Consumer Defence Code apply.

• Elsewhere: your local statutory rights apply.

Part F — Responsibility

F1. Our liability

1. Unlimited liability. We are liable without limitation for:

   • intent and gross negligence;

   • injury to life, body or health;

   • fraudulently concealed defects and guarantees we have expressly given; and

   • liability under the Product Liability Act or other mandatory product-liability law.

2. Slight negligence. If we breach, through slight negligence, an obligation whose fulfilment is essential to the contract and which you are entitled to rely on (an "essential obligation"), our liability is limited to the damage that is typical for this type of contract and could have been foreseen when it was concluded. Otherwise, we are not liable for slight negligence.

3. Business Customers. In the cases covered by point 2, our total liability per contract year is limited to the fees paid or payable for that year. We are not liable for indirect damage or lost profit, except in the cases listed in point 1.

4. Loss of data. If data is lost through our fault, we are liable for the effort needed to restore it from backups that would have existed had you backed up your data appropriately. For Business Customers, this applies within the limit in point 3.

5. Outputs. We do not guarantee that an Output is correct or complete (see C2). Points 1 and 2 still apply.

6. People acting for us. The limitations in this clause also protect our employees, representatives and agents.

F2. Indemnity: Business Customers only

If a third party makes a claim against us because of Customer Content, or because of your culpable breach of these Terms or of the law, a Business Customer will release us from that claim, including reasonable legal costs, provided that we:

• tell you about the claim promptly;

• do not admit liability without your consent; and

• let you control the defence, where that is possible.

This clause does not apply to Consumers.

F3. Availability, suspension and termination by us

Availability. We aim for high availability but cannot promise that the Service will be uninterrupted. Where we can, we announce planned maintenance in advance. Outages caused by events outside our control, such as failures at our hosting or AI providers, network outages or attacks, do not count as a breach of contract by us.

Suspension. If there is good cause, such as a serious breach of these Terms, unlawful use, or an acute security risk, we may temporarily restrict your access. We give you notice first and a chance to fix the problem, unless immediate action is necessary.

Termination by us. Each party may terminate the contract for good cause without notice. We may otherwise end a Plan at the end of its current term by giving 30 days' notice. If we discontinue the Service altogether, we refund any fees paid in advance for the period after it stops.

Your data at the end of the contract. After the contract ends, you may ask us to provide a copy of your Customer Content for 30 days. After that, we delete or anonymise it as described in the Privacy Policy and the DPA, unless the law requires us to keep it.

Part G — Legal framework

G1. Data protection and confidentiality

We process personal data as described in our Privacy Policy. Where we process personal data in Customer Content on your behalf, you are the controller and we are your processor. In that case, the DPA applies; you accept it when you accept these Terms.

Each party will keep confidential any non-public information it receives from the other in connection with the Service. It will use that information only to perform this contract, and share it only with staff, advisers or subcontractors who need it and are bound to equivalent confidentiality, or where the law requires disclosure. This duty does not cover information that is already public, that was developed independently, or that was lawfully obtained from someone else.

G2. Changes to these Terms

We may update these Terms, for example to reflect new features or changes in the law. We will notify you of any material change by email or in the Service at least 30 days before it takes effect.

• Changes that materially affect your rights or obligations apply to you only if you accept them. If you do not, the current version continues to apply, and both parties may terminate the contract at the end of the current term.

• Purely editorial changes, or changes required by law, that do not disadvantage you take effect on the date stated in the notice.

G3. Complaints and dispute resolution

If something goes wrong, write to info@celdon.ai with a short description of the problem and, if possible, your account or order details. We acknowledge complaints within 5 business days and aim to resolve them within 30 days. This does not affect your right to go to court.

• Germany: we are neither obliged nor willing to take part in dispute resolution proceedings before a consumer arbitration board.

• France: Consumers resident in France may refer a dispute we have not resolved to one of the consumer mediators approved by the French authorities. They may do so within one year of their written complaint to us. The list of approved mediators is published at economie.gouv.fr/mediation-conso/mediateurs-references.

G4. Applicable law and courts

Applicable law. These Terms are governed by Swiss law. The UN Convention on Contracts for the International Sale of Goods does not apply. If you are a Consumer, you also keep the protection of the mandatory consumer law of the country where you habitually reside. For Consumers in Brazil, Brazilian law applies where the Service is offered in Brazil.

Courts. For Business Customers, the courts of Zug, Switzerland have exclusive jurisdiction. Consumers may bring proceedings in the courts of their own country of residence or in Zug, and may be sued only in the courts of their country of residence.

G5. Final provisions

• Transfer. We may transfer this contract to an affiliate or successor company, for example in a restructuring. We will tell Consumers in advance, and they may then terminate the contract. You need our written consent to transfer the contract.

• Notices. We may send you contract-related notices by email to your account address.

• Not enforcing a right. If we delay enforcing or do not enforce a right, we have not given it up.

• Invalid clauses. If a clause is invalid, the rest of the Terms remain valid. For Consumers, the statutory rule replaces the invalid clause. For Business Customers, the parties will agree a valid clause that comes as close as possible to the economic purpose of the invalid one.

• Entire agreement. These Terms, the Privacy Policy, the DPA and your order make up the whole contract between us. Business Customers' own terms and conditions do not apply, even if they refer to them.

Annex 1 — Regional supplements

United States

To the extent the law allows, the Service is provided "as is" and "as available", without implied warranties of merchantability, fitness for a particular purpose or non-infringement. To the extent the law allows, we are not liable for indirect, incidental, special, consequential or punitive damages. Our total liability is limited to the amount you paid us in the 12 months before the claim arose. Some states do not allow these limitations, in which case they apply only as far as permitted.

Australia

If the Australian Consumer Law gives you guarantees that cannot be excluded, nothing in these Terms limits them. Where the law allows us to limit liability for a breach of such a guarantee, our liability is limited, at our option, to supplying the service again or paying the cost of having it supplied again.

Annex 2 — Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

To: Celdon AG, Bahnhofplatz, 6300 Zug, Switzerland — info@celdon.ai

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service: ____________________

Ordered on (*) / received on (*): ____________________
Name of consumer(s): ____________________
Address of consumer(s): ____________________
Signature of consumer(s) (only if this form is notified on paper): ____________________
Date: ____________________

(*) Delete as appropriate.