General Terms and Conditions AGB

Balance™ Compass program

Status: 2025-06-30

Scope of application 

The following General Terms and Conditions apply to all contracts concluded by Heart-Based Medicine AG, Basel, with legal entities and corporations under public law domiciled in Switzerland (hereinafter referred to as „Organization“) regarding its "Balance™ Compass" offer (hereinafter referred to as "Program").

HBC reserves the right to amend these GTC at any time. The version of these GTC currently in force at the time of the conclusion of a contract shall apply, which cannot be unilaterally amended for this agreement. Any terms and conditions of the Organization that conflict with or deviate from these GTC shall not be recognized.

Subject matter of the contract

The subject of the agreement is the implementation of the program by HBC for the organization's employees.

Service content and scope of HBC

The content and scope of the services to be provided by HBC as part of the program are contained in the individual contract form published on the HBC website, which the Organization must complete with the necessary information. This service described in the individual contract form can only be changed after conclusion of the contract with the written consent of both parties, unless otherwise stipulated below.

The services set out in the individual contract form and to be provided by HBC within the framework of the program are explained in detail and in more detail on the HBC website (e.g. regarding service content, scope of services, methodology, processes, reports, technical descriptions, laboratory services, etc.) or illustrated (illustrations, graphics, photos, videos, etc.). All of this information on the HBC website, which elaborates, specifies or explains the services to be provided by HBC under the program in relation to the individual contract form, may be changed by HBC at any time, including with effect for contracts already concluded and ongoing. Furthermore, they are to be understood as approximate values and are non-binding.

Employees HBC

HBC is free to deploy employees to fulfill this agreement.

Service content and scope of the organization

The organization must provide the following services at its own expense and responsibility to ensure the success of the program:

• Informing employees about the program at an event and/or with written and personal information. HBC can provide support here if required.
• Providing the contact details of those employees who wish to participate in the program

If the Organization does not provide these services or only provides them in part or at an incorrect or delayed time, HBC shall be entitled to withdraw from the contract at any time with immediate effect, resulting in compensation by the Organization for the positive contractual interest of HBC.

Contribution of the organization's employees

Employees of the organization are free to participate in the programme or not. They can also only register for individual modules of the program.

Participation requires registration by employees on the HBC website and individual consent to the information sheet for participants in the program, the current version of which is also published on the HBC website. Changes to this information sheet do not affect information sheets that have already been accepted.

Place of performance

Part of the program is the IST™ questionnaire. This is completed online by the employees of the organization participating in the programme. HBC provides them with protected access for this purpose.

The program's health coaching usually takes place on HBC premises. It is arranged directly between HBC and the participants in individual appointments. Exceptionally, health coaching can also take place at a third location or virtually at the request of a participant; it is avoided on the organization's premises.

Costs

The organization bears the costs for all modules attended that are part of the agreed program.

If an employee voluntarily or involuntarily discontinues participation in a booked module or the entire program for any reason before completion, this will not result in a cost reduction, i.e. the organization must still pay the full price of a booked module or the entire booked program. This also applies to cases in which the entire program or an individual module has to be terminated prematurely by HBC for an employee of the organization for medical, therapeutic or other reasons that make cooperation with the person concerned appear unreasonable.

Prices

Prices are quoted net in Swiss francs (CHF), excluding VAT and any other statutory charges. Expenses incurred in the fulfillment of the agreement will be charged additionally.

Terms and conditions

The organization shall make a down payment of 30% of the estimated contract volume at the time the contract is concluded. This is calculated on the basis of the number of employees of whom both parties jointly assume that they will accept the program offered by the organization in full or in individual modules. The services actually purchased are invoiced on a monthly basis. Invoices issued must be paid by the Organization within 10 days. HBC may charge default interest of 5% per year and a maximum reminder fee of CHF 30 per reminder if the Organization is in default of payment.

Conclusion of contract

All offers from HBC, published on the HBC website or in other publications or contained in an individual letter to the organization, are subject to change and are not to be understood as a binding offer.

The organization must complete the individual contract form published on the HBC website with the required information and either download it, sign it with a legally valid signature and send the original to HBC or submit it online as a web form, also with a legally valid signature, via the channel provided by HBC.

With the delivery of the individual contract form legally signed by the organization to HBC, the organization submits a legally binding offer to conclude a contract without the right of withdrawal.

HBC will then send a confirmation of receipt by e-mail stating that HBC has received the Organization's offer. The contract is concluded as soon as HBC - possibly after various contacts and queries with the Organization, which may lead to an amended or adjusted definitive offer to conclude the contract - sends a declaration of acceptance and an invoice a conto by e-mail and the down payment from the Organization has been received by HBC.

HBC is entitled not to accept or only partially accept or execute offers to conclude a contract. In such a case, HBC will inform the Organization by e-mail. If no contract is concluded, but HBC has already received a payment from the Organization, this will be refunded. If no payment has yet been made, the Organization will be released from its payment obligation.

End of contract

The end date of the contract specified in the individual contract form is the last date on which employees of the organization can register. After this date, access to registration will be closed by HBC and the organization's employees will no longer be able to register.

The contract between the parties ends on the date of the last individual service provided by HBC for which an employee of the organization has registered under this agreement. The organization will be informed of this in writing by HBC. A written final report will then also be sent to the organization.

The employees of an organization are free to purchase further individual services from HBC in their own name and for their own account during the term of the contract or thereafter.

The contract between the parties may be terminated at any time for good cause with 14 days' notice. The same applies if one party breaches this contract and does not restore the contractual situation within one month. This termination date refers to the effective date specified in paragraph 1 with the corresponding consequence of the closure of the registration. Modules running at this time will still be completed by HBC until the contract is finally terminated on the date of the last individual service.

Warranty

All information on the HBC website about the Program does not constitute an assurance of specific properties of the Program or of guarantees, unless explicitly stated otherwise. HBC makes every effort to ensure that all information about the Program on its website is correct, complete, up-to-date and clear, but cannot provide any express or implied warranty in this respect.

HBC cannot guarantee that the program can be implemented immediately as described on the HBC website at the time the contract is signed by the Organization. All information regarding the availability of the program and its implementation within a certain time frame or schedule as stated on the HBC website in general and in the contract form signed by the organization in particular is without guarantee and may change at any time and without notice.

HBC gives no assurances or guarantees to the organization and the employees that the data collected and evaluated as part of the program is up-to-date, complete and correct, or that the online evaluation system of the IST™ questionnaire and the HBC website, its functionalities, integrated hyperlinks and other content will be available at all times or without interruption. In particular, HBC neither warrants nor guarantees that the use of the HBC website will not infringe the rights of third parties not owned by HBC. HBC only uses hyperlinks to simplify the organization's access to other websites. HBC can neither know the content of these websites in detail nor assume any liability or other responsibility for the content of these third-party websites.

Similarly, HBC does not provide any guarantee of success to the organization or its employees regarding the impact of the program or individual modules thereof.

Liability

HBC excludes any liability towards the organization and its employees, irrespective of the legal basis, as well as claims for damages against HBC and any auxiliary persons and vicarious agents. In particular, HBC shall not be liable for indirect damages and consequential damages, loss of profit or other personal injury, property damage and pure financial loss of the organization and the employees participating in the program or individual modules thereof. This is without prejudice to any further mandatory statutory liability, for example for gross negligence or unlawful intent.

Data protection

Information of any kind that HBC receives, compiles or evaluates from the Organization's employees in the course of implementing the program or individual modules thereof is confidential and will not be disclosed by HBC to the Organization or other employees of the Organization or to outside third parties. However, HBC may process and use all data of the Organization and the employees participating in the program collected in the course of concluding and executing the contract in order to fulfill its obligations and may use such data in anonymized or de-identified and pseudonymized form for research and marketing purposes. The data required to fulfill the service may also be passed on to contracted service partners (logistics partners) or other third parties engaged by HBC to fulfill the service.

The organization is informed of how many employees have participated in the entire program or in individual modules, anonymously and without any mention of names.

In all other respects, HBC's data protection provisions apply to both the organization and its employees. They can be accessed in detail at the following link: (>Link Data protection). In all areas, the data protection rights of employees take precedence over the legal claims of the organization.

Secrecy, confidentiality

The documents, knowledge and experience provided to the other party may only be used for the purposes of this agreement.

The following data/information, which the parties and/or the employees of the organization disclose to HBC in connection with this agreement or perceive in the context of this agreement, are considered confidential (hereinafter collectively referred to as „Data/Information“):

• The data/information marked as confidential or recognizable as such relating to the parties, such as business, financial, statistical or technical data/information and data/information on procedures, operating methods or other know-how
• All personal data/information (natural and legal persons), such as personnel data, data of suppliers and agents of the parties
• All data/information relating to the parties' customers, such as personal data/information, financial and statistical data/information, etc.

Confidentiality applies regardless of whether the data/information is recorded in documents, drawings, plans, films or other data carriers of any kind (with digital or analog recordings) or has been perceived acoustically, and regardless of whether it is protected by law.

The parties undertake, in their mutual business dealings in execution of this agreement

• to mark all confidential data/information as such if possible.
• to treat all confidential data/information as such.
• not to disclose or make accessible any confidential data/information or parts thereof to a third party without the prior written consent of the other party, with the exception of employees of the contracting parties or third parties called in by them who are directly affected by the purpose of this agreement. Access to the parties' auditing companies and the supervisory authorities is also excluded.
• to ensure that all its employees and the external third parties it engages are obliged to comply with the provisions of this agreement and to monitor compliance with this obligation.

The confidentiality obligation does not apply to information that

• are generally accessible
• were already publicly known at the time of their notification to the other contracting party
• become public knowledge after notification to the other party through no fault of that party

The termination of this agreement does not terminate the obligation to maintain confidentiality, but the obligation to maintain confidentiality continues thereafter.

Communication

External communication about this agreement and the mutual cooperation requires the consent of both parties.

Contract amendments and supplements

The provisions in the individual contract form and these GTC reflect the entire agreement of the parties with regard to the subject matter of this contract and replace all written or verbal agreements in this regard. Amendments and supplements to this agreement must be made in writing in order to be valid.

Assignments, waiver of rights

The assignment of rights and obligations arising from the contract concluded between the parties is only permitted with the prior written consent of the other party.

The failure to exercise or delay in exercising any right or remedy to which a party is entitled under this Agreement shall not constitute a waiver of such right or remedy, and the exercise in whole or in part of any right or remedy shall not preclude the reassertion of the same right or remedy or any other right under this Agreement.

Severability clause

Should individual provisions of these GTC, the individual contract form or any written amendments and supplements prove to be invalid or unenforceable or become invalid or unenforceable, in particular as a result of amended regulatory provisions, this shall not affect the validity of the remaining provisions.

The parties shall replace the invalid or void provision or the conditions that do not comply with the regulatory requirements by mutual agreement with the legally permissible provision or the regulatory permissible conditions that come closest to the economic purpose of this agreement or the agreed conditions.

Applicable law and place of jurisdiction

The agreement concluded between the parties, including these GTC, shall be governed by Swiss law to the exclusion of any conflict of laws provisions. Disputes, differences of opinion or claims arising from or in connection with this agreement, including its validity, invalidity, breach or termination, shall be decided exclusively by the ordinary courts in Basel-Stadt, subject to appeal to the Swiss Federal Supreme Court. The place of jurisdiction is Basel-Stadt.