General Terms and Conditions of Sale and Service

General Terms and Conditions of Sale and Service

VITO Energies' Energy Monitoring and Management Service

Prepared on October 8, 2026

Table of Contents 1

Scope and Parties
Definitions
Purpose and Description of Services
Conclusion of the Contract
Prices and Taxes
Billing and Payment
Term, Renewal, and Termination
Right of Cancellation and Refund
Customer Obligations
Service Availability
Performance, Recommendations, and Accountability
Data
Intellectual Property
Changes to These Terms and Conditions
Disposal
Final Provisions

1. Scope and Parties

1.1 These Terms and Conditions (the “ GTC ”) govern all commissioning, monitoring, and energy management services provided by VITO New Energies Solutions SA, A Bugeon, 2087 Cornaux (NE), IDE CHE-305.249.790, operating under the brand name VITO Energies (“ VITO ”), to the customer (the “ Client ”).

1.2 These Terms apply to any contract entered into remotely via the vitoenergies.ch website, electronically, or in writing in connection with the Service.

1.3 The Customer’s general terms and conditions do not apply, even in the absence of an express objection by VITO.

1.4 The contract refers to these Terms and Conditions and the pricing for services, with which it forms an indivisible whole. By signing the contract, the Customer expressly accepts the Terms and Conditions in effect as of the date of signature.

1.5 In the event of a conflict between the provisions of the General Terms and Conditions and those of any special terms and conditions and/or the offer, the provisions of the special terms and conditions and/or the offer shall prevail.

1.6 Certain provisions distinguish between the “consumer” client (a natural person acting for purposes unrelated to their professional activity) from the “business” Customer (any other person acting for a purpose that can be considered part of their commercial or professional activity). Unless otherwise specified, the provisions apply to both (the “ Customer ”).

2. Definitions

Unless otherwise defined elsewhere in these Terms and Conditions, terms beginning with a capital letter have the following definitions:

Term	Definition
Service	The services provided by VITO to the Customer under these Terms and Conditions, namely the Commissioning Service, access to the Customer Portal, and the management of the Customer’s facilities in accordance with the provided instructions and objectives, and the Subscription
Equipment	The equipment includes cables, sensors, hub boxes, and any other equipment necessary, depending on the Facility, for the collection, transmission, and reception of information at VITO. It is identified in the contractual documentation between the Customer and VITO and/or in an inventory prepared at the time of connection to the Facility.
Installation	Any equipment used for the production, storage, or consumption of energy that is connected to the Service: photovoltaic system, heat pump, storage battery, heating system.
Website	The physical address where the Facility or Facilities covered by the contract are located.
Platform	The software infrastructure operated by VITO that collects, processes, and reports data from the facility.
Customer Portal	The online portal that allows the Customer to access their dashboard, invoices, and subscription management.
Commissioning Service	All initial work related to connection, configuration, and calibration required to enable monitoring of the facility. Referred to as “Installation Fees” in the rate schedule.
Subscription	The ongoing monitoring, alerting, and management service.
Housing	A separate housing unit as defined by the Federal Building and Housing Registry, which serves as the basis for the fee schedule.

3. Purpose and Description of Services

3.1 Commissioning Services

VITO connects the system to the platform, including:

the technical specifications for the facility and its equipment;
installation and configuration of the necessary measurement and communication devices (hub, if needed);
connecting to the Platform and verifying that data is being uploaded;
the establishment of the initial performance benchmark (the “ Benchmark ”);
the creation of the account and its activation by the Customer on the Portal, as approved by VITO

3.2 Measurement Equipment and Installation Equipment During and Upon Completion of the Contract

During the term of the contract, the Equipment installed by VITO remains the property of VITO. It is installed on a temporary basis, in a removable manner, and is not intended to become an integral part of the Site. The Customer holds it in trust, may not sell it, use it as collateral, modify it, or move it, and shall grant VITO reasonable access for operation, maintenance, and replacement. The Customer is liable for loss, theft, and damage, excluding normal wear and tear or work performed by VITO.

Upon the expiration or termination of the contract, VITO shall notify the Customer in writing, within 30 days, of one of the following options:

Option A – Return. VITO will pick up and return the Equipment no later than 60 days after the Contract expires. The Customer shall ensure access. Pickup costs are the responsibility of the business Customer, or VITO’s responsibility in the case of a contract with a consumer Customer, unless the consumer Customer has caused damage to the Equipment through negligence.

Option B – Transfer of Ownership and Retention on Site. VITO transfers ownership of the Equipment to the Customer free of charge, upon notification and subject to payment of any amounts due. Since the Customer already possesses the Equipment, no physical handover is required. The Equipment is transferred “as is,” without removal, maintenance, updates, calibration, or support. VITO remotely deactivates access and associated services and resets the Equipment (data and credentials). Intellectual property rights related to the Equipment are not transferred, but the Customer has a non-exclusive right of use limited to the operation of the Equipment in its condition as of the date of transfer. The Customer becomes responsible for any future use, compliance, and disposal of the Equipment.

Liability after transfer.

Business Customer: VITO is released from any liability related to the Equipment for the period following the transfer, to the extent permitted by law.

Consumer Customer: VITO assumes no obligation to provide maintenance or support after the transfer. The Customer’s mandatory legal rights are reserved.

3.3 Monitoring and Control Subscription

During the term of the contract, VITO shall provide the following as part of the Subscription:

the continuous collection and processing of data from the facility;
access to the Customer Portal, which provides access to metrics and settings for the operating parameters of the various connected devices;
alerts when equipment is detected to be underperforming;
a periodic performance report, based on the client's preferences and needs (monthly, quarterly, weekly)
recommendations aimed at optimizing the operating procedures for facilities to ensure that they achieve optimal energy efficiency

3.4 Supplemental Benefits

Any service outside the scope of the Subscription defined in Section 3.3 (above)—such as additional on-site visits, studies, project support, or referrals to an installer—is subject to a separate quote that must be sent to the Customer and approved by the Customer before VITO performs the service.

3.5 Expenses Paid in Advance to Third Parties

When VITO, at the Client’s request, incurs expenses with third parties on the Client’s behalf, these amounts are billed to the Client in accordance with the quotes previously prepared and approved by the Client.

3.6 What the Service Is Not (VITO Energies Energy Monitoring and Management Service)

To avoid any ambiguity, the Service excludes:

the supply, installation, or maintenance of the energy equipment itself (the Installation);
any repair work on the system;
energy supply;
any warranty provided by the manufacturer or installer of the System, which remains unchanged.
Special “motherboard”-type devices designed to connect equipment that is not pre-equipped with interfaces for sending and receiving information are billed in addition to the activation fee. (This applies to inverters, heat pumps, batteries, and EV charging stations that are not pre-equipped.)

4. Conclusion of the Contract

4.1 The information on the VITO website constitutes an invitation to make an offer and not an offer within the meaning of Article 7 of the Swiss Code of Obligations.

4.2 The contract is concluded when VITO confirms the Customer’s order in writing, electronically, or by mail.

4.3 VITO reserves the right, at its sole discretion, to refuse an order, particularly if the Installation does not meet the technical requirements necessary for connection to the Platform.

4.4 The Customer warrants the accuracy of the information provided at the time of ordering, particularly the number of units and the type of building, which determine the rate category. If a discrepancy is found at the time of service activation, VITO will apply the category corresponding to the actual situation, after notifying the Customer, who will then have the right to cancel the contract at no cost.

5. Prices and Taxes

5.1 Prices are those listed in the rate schedule in effect on the date the contract is entered into, as published on vitoenergies.ch.

5.2 Prices are listed in Swiss francs including tax for monthly rates and including tax and excluding tax for annual rates

5.3 Value-added tax is due at the applicable statutory rate.

5.4 Price Adjustments. VITO may adjust the Subscription prices no more than once per twelve-month period, subject to of 60 days. The Customer then has the right to terminate the contract early, at no cost, up until the effective date of the new pricing. If the contract is not terminated within this period, the price adjustment is deemed accepted.

6. Billing and Payment

6.1 Commissioning Service. The commissioning service is billed when VITO confirms the Customer’s order. The invoice is payable within 30 days.

6.2 Subscription. The subscription is billed in advance, either monthly or annually, depending on the billing frequency selected by the Customer.

6.3 Payment Methods. Credit or debit card and TWINT, via the payment provider Stripe Payments Europe. For amounts over CHF 1,000, payment is made by bank transfer.

6.4 Portal. The Customer can access their invoices, update their payment method, and manage their subscription through the Customer Portal.

6.5 Late Payment. If payment is not made by the invoice due date, the Customer is in default without the need for a reminder. VITO may charge default interest at a rate of 5% per year (Art. 104 CO) and a reminder fee of CHF 30 per reminder. After two unsuccessful reminders, VITO may suspend access to the Service and then terminate the contract in accordance with Art. 8.4.

6.6 Failed Direct Debit. If a card payment fails, VITO will make further attempts and notify the Customer. The Customer is required to keep a valid payment method on file in the Portal.

7. Term, Renewal, and Termination

7.1 Effective Date. The contract takes effect on the date of its conclusion as specified in Section 4.2 above.

7.2 Initial Term. The Subscription takes effect on the date the monitoring service is actually activated, for an initial term of 12 months.

7.3 Renewal. At the end of the initial term, the contract is automatically renewed for 12-month periods, unless terminated within the timeframes specified in this Section 7.

7.4 Ordinary Termination by the Customer. After the initial term, the Customer may terminate the contract by providing 30 days prior to the end of a contract period, either in writing or through the Customer Portal.

7.5 Ordinary Termination by VITO. After the initial term, VITO may terminate the contract by giving 90 days’ notice, effective at the end of a contract period.

7.6 Extraordinary Termination for Just Cause. Either party may terminate the contract with immediate effect for just cause, including in the event of a serious breach persisting for more than 30 days after formal notice has been given to the other party to the contract, a delay in payment as defined in Section 6.5, or the insolvency of the other party.

7.7 Dismantling of the Facility or Disposal of the Site. In the event of the sale of the building and/or dwelling constituting the Site, or the dismantling of the Facility, the Customer may terminate the contract by giving 30 days’ notice, effective no earlier than the date of transfer of ownership or the date of dismantling of the Facility, respectively, upon presentation of supporting documentation.

7.8 Effects of Contract Termination. Access to the dashboard and alerts will be terminated 30 days after the termination date. The Customer may export their historical data from the Portal free of charge for 30 days following the termination of the contract. The disposition of the Equipment shall be governed in accordance with Section 3.2 of these Terms and Conditions.

7.9 Transfer of Ownership of Monitoring Equipment in the Event of Contract Termination

If the equipment cannot be retrieved for technical reasons, VITO transfers ownership of the equipment to the customer and disclaims any liability for the equipment left on site.

8. Right of Withdrawal and Refund

8.1 Legal Right of Withdrawal for Consumer Customers. For contracts concluded by telephone or outside VITO’s business premises, the consumer Customer has the right of withdrawal for a period of fourteen days as provided for in Art. 40a et seq. of the Swiss Code of Obligations (CO).

8.2 Commercial Right of Withdrawal. VITO grants the consumer Customer a period of fourteen days from the conclusion of the contract to withdraw from it at no cost and without cause, provided that the commissioning service has not yet begun. Withdrawal may be exercised by simple written notice or by emailing info@vitoenergies.ch.

8.3 Commissioning Service. Once commissioning has begun, it is non-refundable, as it is a customized service that has been fully provided. If the service is scheduled but has not yet begun, VITO will refund the amount paid, less any expenses already incurred, which VITO will duly document.

8.4 Subscription. Subscription fees already billed are not refunded on a pro-rata basis in the event of ordinary termination, as the Service remains accessible until the end of the paid period. In the event of extraordinary termination attributable to VITO, the unused portion of the annual subscription is refunded on a pro-rata basis.

8.5 Terms and Conditions. All refunds will be issued to the original payment method within 10 business days of the request’s approval.

9. Customer Obligations

The Customer agrees to:

9.1 Provide VITO with physical access to the Site and the Facility, at a time agreed upon by the contracting parties, for commissioning and for any necessary technical work;

An emergency (procedure

9.2 Provide and maintain a functional Internet connection at the Site (wall outlet, Wi-Fi router) at its own expense;

9.3 Do not modify, move, or disconnect the measuring devices installed by VITO;

9.4 Notify VITO immediately of any current or planned changes to the Facility that may affect monitoring, including any addition, replacement, or removal of equipment;

9.5 Keep their contact information and payment method up to date in the Customer Portal;

9.6 In the event that the Customer rents the property and/or the Site and/or the Accommodation to a third party, the Customer remains bound by the rights and obligations set forth in the Contract and the Terms and Conditions and is liable to VITO for them. The Customer further agrees to inform the third party of the presence of VITO’s services in the building, the data VITO collects, and the obligations arising from the Contract and the Terms and Conditions.

The Customer acknowledges that the quality of the Service depends on the availability of data. VITO shall not be liable for any failure to perform resulting from the Customer’s breach of the obligations set forth in these Terms and Conditions.

9.7 In the event of a malfunction or short circuit in a power-related device that poses a risk of damage to the infrastructure, the customer shall limit VITO’s liability to the operation of its monitoring devices and related connections.

10. Service Availability

10.1 VITO takes reasonable measures to ensure the continuous availability of the Platform and the Portal, without guaranteeing uninterrupted availability.

10.2 VITO may suspend the Customer’s access to the Platform for scheduled maintenance, provided that it notifies the Customer in advance and within a reasonable time frame by an appropriate means when the interruption exceeds four hourshours.

10.3 Interruptions attributable to the communications network, the Customer’s Internet service provider, a failure of the Installation, or a force majeure event do not constitute a breach by VITO.

11. Performance, Recommendations, and Accountability

11.1 Nature of the Service. The Service consists of measuring, analyzing, and reporting performance data, as well as providing recommendations to the Client. This is an obligation of means.

11.2 No Guarantee of Returns. The savings estimates, yield projections, and performance scores provided by VITO are based on models and available data. They are for informational purposes only and do not constitute commitments. Actual performance depends on factors beyond VITO’s control, including weather conditions, building usage, the condition of the system, energy rates, and occupant behavior. The Client acknowledges that under no circumstances may it demand a guarantee of energy savings from VITO.

11.3 Implementation of Recommendations. The implementation of VITO’s recommendations depends, in particular, on the Client’s decisions regarding energy objectives, temperatures, and storage guidelines. VITO is not liable for the consequences of a recommendation that is not followed, nor for work performed by third parties.

11.4 Network of Installers. When VITO refers the Customer to a professional in its network of installers, a contract may be entered into directly between the Customer and that professional. VITO is neither a party to nor a guarantor of such a contract and disclaims all liability in connection with any contract the Customer may enter into with a third party based on advice provided by VITO.

11.5 Limitation of Liability. To the extent permitted by law, VITO shall not be liable for indirect or consequential damages, lost profits, loss of opportunity, loss of production, and/or damages resulting from data loss. Furthermore, and subject to any contrary mandatory law, liability is limited to the total amount invoiced to the Customer for the Subscription during the 12 months preceding the event giving rise to the damage. These limitations do not apply in cases of gross negligence or willful misconduct, nor in cases of injury to life or bodily integrity.

12. Subcontracting

VITO is expressly authorized to entrust all or part of its services to subcontractors of its choice. It is liable for the actions of its subcontractors just as it is for its own actions.

13. Data

12.1 Personal Data. VITO operates exclusively within Switzerland. The processing of personal data is described in the privacy policy available at vitoenergies.ch. The personal data of tenants who are not parties to the contract is not included in the data processed.

The Customer grants VITO the right to use measurement data from its Installation, in aggregated and anonymized form, for the purposes of improving the Service, conducting research, and compiling statistics. This right survives the termination of the contract with respect to data that has already been anonymized.

12.3 The Customer may export their measurement data from the Portal in a standard format at no charge.

Intellectual Property13.1 All intangible rights and intellectual property rights—including patents, copyrights, software copyrights, trademarks, algorithms, know-how, and trade secrets, as well as any improvements, developments, and refinements thereto—relating to the Platform, the Portal, the algorithms, the dashboards, the reports, and all elements made available, including offers, plans, technical documents, and documentation—remain the exclusive property of VITO, its successors, or its licensors.

13.2 VITO grants the Customer the right to use VITO’s aforementioned intangible and intellectual property rights to the extent permitted by the Terms and Conditions. The Customer agrees to respect these rights and not to make any other use of them, even after the contract has ended if the Equipment is left on site. The Customer agrees not to decompile, reverse engineer, interfere with, or modify the code of the Platform, the Portal, the algorithms, or the dashboard in any way.

14. Changes to These Terms and Conditions

14.1 VITO may amend these Terms and Conditions at any time. The Customer will be notified of any amendments at least 30 days prior to their effective date, through a posting on the Platform and via an electronic communication sent to the Customer.

14.2 If the Client does not accept the contractual amendments, the Client may terminate the Contract, without penalty, within 3 months of the Client’s receipt of the proposed amendments. Unless the Client objects, the new Terms and Conditions shall then automatically apply and supersede these Terms and Conditions. The provisions of this Section 14.2 do not apply when the contractual amendments are required by law.

15. Assignment and Succession

15.1 The Customer may not assign the contract without VITO’s prior written consent, which shall not be withheld without valid cause, particularly in the event of the sale of the Site to a purchaser wishing to take over the Service.

15.2 VITO may assign the contract to an affiliated company, namely a parent company, a subsidiary, or a company under common control with VITO.

15.3 This Agreement is binding on the parties and their respective successors and assigns. Unless expressly stated otherwise, no provision of this Agreement is intended to confer any rights, obligations, or liabilities on persons other than the parties to this Agreement or their respective successors and assigns.

16. Force Majeure

Neither party shall be liable to the other for failure to perform its obligations under these Terms and Conditions during any period in which the performance of such obligations has become impracticable or impossible due to a force majeure event, provided that the party affected by the force majeure event notifies the other party of such event as soon as possible.

17. Final Provisions

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements relating thereto.

16.2 Severability Clause. In the event that any provision of these Terms and Conditions, or any part thereof, is deemed invalid, illegal, or unenforceable under applicable law, the remainder of these Terms and Conditions shall remain valid and enforceable.

16.3 Governing Law. These Terms and Conditions are governed by Swiss law, excluding conflict-of-laws rules and the Vienna Convention on Contracts for the International Sale of Goods.

16.4 Jurisdiction. Any dispute arising out of or in connection with these Terms and Conditions shall be submitted to the courts of Cornaux (NE), subject to any mandatory jurisdiction provisions provided by law. The right to appeal to the Federal Supreme Court is reserved.

16.4 Version. In the event of any discrepancy between the language versions, the French version shall prevail.

Version 0.3 — Cornaux, October 2026