General Terms and Conditions

These General Terms and Conditions (the "GTC") govern the contractual relationships between Specto Medical AG, Elisabethenstrasse 18, 4051 Basel, Switzerland (hereinafter "Specto Medical"), and its customers in connection with the provision of software and related services. They apply in addition to the individual offers/quotations and the "Terms of Use for the Specto Software" as applicable from time to time, which contain specific provisions on licence use, system integration, IT security and data protection. For purchases completed on spectomedical.com or through another Specto Medical online checkout or purchase flow that is processed using Paddle's Services, Paddle acts as the authorised reseller and Merchant of Record for the relevant transaction, meaning that the customer purchases the Software from Paddle. Specto Medical remains the supplier and licensor of the Software and is responsible for product-related support, while Paddle handles order-, billing- and transaction-related matters. (see https://www.paddle.com/legal/buyer-terms; https://www.paddle.com/seller-guides/seller-handbook).

The Terms of Use are available at www.spectomedical.com and, in their respective current version, form an integral part of this contract. Together, these GTC, the individual offers or quotations and the Terms of Use constitute the complete contractual basis for the cooperation between Specto Medical and the customer. For Paddle-Processed Transactions, the applicable Paddle Buyer Terms and Paddle Refund Policy additionally govern the buyer-side transaction framework for payment processing, recurring billing, cancellations, statutory withdrawal rights, refunds and buyer-facing transaction support, whereas these GTC continue to govern the supplier-side product relationship, in particular the licence grant, product scope, software support, permitted use and all matters not expressly reserved to the Paddle buyer-side framework (see https://www.paddle.com/legal/buyer-terms; https://www.paddle.com/legal/refund-policy).

1. SOFTWARE, DEFINITIONS AND APPLICATION

Nature of the Software

Specto Medical's software products SpectoEDU and SpectoMED are professional three-dimensional visualization and display tools. They render and present existing medical image data (for example, CT, MRI and other imaging datasets) and anatomical content in two-dimensional, three-dimensional or extended-reality form for educational, training and, in the case of SpectoMED, supportive clinical visualization purposes. The Software is used by trained medical or educational professionals and is comparable in function to other professional medical visualization and image-viewing software widely available on the market.

The Software is a passive visualization tool. It does not analyse, interpret, score, diagnose, triage or otherwise generate clinical findings. It does not recommend diagnoses, treatments, medications, therapies, dosages, procedures or any other course of medical action. It does not provide medical advice to patients or end users. The Software does not replace the clinical judgement of a qualified medical professional, and any clinical decisions taken in connection with its use remain the sole responsibility of the treating professional based on their own expertise, clinical assessment and primary data.

The customer acknowledges that this visualization-only character is a fundamental characteristic of the Software and that any attempted use of the Software for purposes inconsistent with its nature as a visualization tool (for example, as a stand-alone diagnostic system, as a basis for automated clinical decision-making, or as a substitute for clinical judgement) is outside its intended purpose and prohibited.

Definitions and Application

1.1 “Affiliate” of a party means any natural or legal person that controls, is controlled by or is under common control with such party for as long as such control exists. For the purposes of this provision, “control” means, in the case of corporations, the direct or indirect ownership of at least fifty per cent (50%) of the voting shares or stock entitled to elect management bodies and, in the case of non-corporate structures, the direct or indirect ownership of at least fifty per cent (50%) of the capital or voting rights.

1.2 “Application Support” and “Licence Support” mean contractually regulated support services that Specto Medical provides in connection with the operation and use of the licensed Software, as specifically described in the relevant Offer, Subscription, support agreement or application support agreement. This may include, in particular, provisions on response times, technical faults, functional limitations, updates, patches, workarounds or escalation procedures. All such support services are subject to a separate contractual agreement. Without such separate agreement, the Customer has no entitlement to Application Support or Licence Support.

1.3 “Buyer Portal” means the buyer-facing Paddle portal or receipt-linked management flow through which buyers may, as applicable, manage subscriptions, request cancellations, submit refund requests, access receipts or obtain transaction support. The Buyer Portal is accessible via https://paddle.net and via receipt links or other transaction communications sent by Paddle. For the purposes of these GTC, the Buyer Portal shall include the buyer-facing support and order-management routes referred to by Paddle in its buyer-facing documentation, including in particular Paddle’s Order Support route available at https://paddle.net, Paddle’s Buyer Terms available at https://www.paddle.com/legal/buyer-terms and Paddle’s Refund Policy available at https://www.paddle.com/legal/refund-policy, each as amended from time to time or made available at any successor URL designated by Paddle.

1.4 “Customer” means the natural or legal person that purchases, orders, subscribes to, accesses or uses the Software, Products or Services, whether under an individual Offer, through the Online Platform, through a Paddle-Processed Transaction or otherwise. Where the context so requires, the term Customer includes persons acting for or on behalf of the Customer, including employees, contractors, representatives and authorised users.

1.5 “Delivery” means the digital provision of the Software and/or the relevant access rights by Specto Medical. Delivery is generally effected via the Online Platform through a User Account. Alternatively, provision may be made by remote transmission, including by email, by handover at the Customer’s premises or by making a download available. Where required for use, an individual activation key, access key, login credential or comparable access mechanism may be provided. If Delivery is effected via the Online Platform, the Customer will receive, by email or other electronic means, a personalised access code and/or link through which the User Account and access to the relevant Software interface may be activated.

1.6 “GTC” means these General Terms and Conditions of Specto Medical AG, as amended from time to time and made available in the applicable version.

1.7 “Offer” or “Licence Offer” means the individual offer, quotation, order confirmation, online order, checkout presentation or other commercial document to which these GTC, the Terms of Use or any other applicable contractual terms are attached or to which they refer in an appropriate manner.

1.8 “Online Offers” means the product, plan and service variants described on the Online Platform, including optional add-ons. The content, availability, billing cycles, functional scope, technical conditions, prices and other conditions of Online Offers arise from the then-current presentation on the Online Platform, as updated from time to time, and from the terms accepted by the Customer in the checkout.

1.9 “Online Platform” means the web interface provided by Specto Medical for selecting Products, concluding Subscriptions, managing licences and, where provided, accessing cloud-based applications and content. The Online Platform currently includes, in particular, https://www.spectomedical.com and any successor or additional Specto Medical online environment made available for the same or similar purposes.

1.10 “Open-Source Components” means components of the Software that have been integrated into, linked with or otherwise used in connection with the Software under open-source licences, including MIT, Apache, GPL or comparable licence models, and whose use is subject to their own licence terms. Upon request, Specto Medical will provide the Customer with the applicable licence terms in an appropriate form. Compliance with these terms is a prerequisite for the lawful use of the relevant components.

1.11 “Paddle” means Paddle.com Market Limited and/or the relevant Paddle entity identified in the applicable Paddle documentation, checkout flow or buyer-facing transaction documents, acting, for Paddle-Processed Transactions, as authorised reseller and Merchant of Record. In that capacity, Paddle processes the buyer-side transaction, including payment, tax handling, receipts, recurring billing, cancellations, refunds, chargebacks and buyer-facing transaction support, in accordance with the applicable Paddle Buyer Terms available at https://www.paddle.com/legal/buyer-terms, the Paddle Refund Policy available at https://www.paddle.com/legal/refund-policy, the Paddle-enabled checkout terms and Paddle’s seller-facing guidance on the Merchant-of-Record model available at https://www.paddle.com/seller-guides/seller-handbook, each as amended from time to time or made available at any successor URL designated by Paddle. Specto Medical remains the supplier and licensor of the Software and is responsible for the supplier-side product relationship, unless expressly provided otherwise.

1.12 “Paddle Framework” means, for the relevant Paddle-Processed Transaction, the then-applicable Paddle Buyer Terms available at https://www.paddle.com/legal/buyer-terms, the Paddle Refund Policy available at https://www.paddle.com/legal/refund-policy, the Paddle-enabled checkout terms, buyer-facing transaction documents, receipt-linked tools, Buyer Portal functions and other buyer-facing transaction tools made available or operated by Paddle, including the Order Support route available at https://paddle.net, in each case to the extent applicable to the relevant transaction. The Paddle Framework governs the buyer-side transaction layer, including payment processing, tax handling, recurring billing, subscription management, cancellations, statutory withdrawal rights, discretionary refund handling, chargebacks, receipts and buyer-facing transaction support. These GTC govern Specto Medical’s supplier-side product relationship except where expressly stated otherwise.

1.13 “Paddle-Processed Transaction” means a purchase, order, Subscription or other transaction completed on spectomedical.com or through another Specto Medical online checkout or purchase flow that is processed using Paddle’s services. In such transaction, Paddle acts as authorised reseller and Merchant of Record for the buyer-side transaction in accordance with the Paddle Buyer Terms available at https://www.paddle.com/legal/buyer-terms, the Paddle Refund Policy available at https://www.paddle.com/legal/refund-policy, the Paddle-enabled checkout terms and Paddle’s seller-facing guidance on the Merchant-of-Record model available at https://www.paddle.com/seller-guides/seller-handbook, each as amended from time to time or made available at any successor URL designated by Paddle. Specto Medical remains the supplier and licensor of the Software and responsible for the supplier-side product relationship, in accordance with these GTC and the Terms of Use.

1.14 “Privacy Policy” means the then-current privacy policy made available by Specto Medical and applicable to the processing of personal data in connection with the Software, the Online Platform, the Services, product support, licence administration and, where applicable, Paddle-Processed Transactions.

1.15 “Products” means all software solutions, modules, licence plans, subscriptions, updates, upgrades and related offerings listed in an Offer, on the Online Platform or in the relevant checkout presentation and provided by Specto Medical.

1.16 “Refund Policy” means the then-current refund policy made available by Specto Medical and, for Paddle-Processed Transactions, the applicable Paddle Refund Policy available at https://www.paddle.com/legal/refund-policy, in each case to the extent applicable to the relevant transaction. For Paddle-Processed Transactions, refund requests, statutory withdrawal rights, discretionary refunds, chargebacks and operational refund processing are governed by the Paddle Framework and the Paddle Refund Policy, subject always to mandatory applicable law and any additional rights validly granted by Specto Medical.

1.17 “Services” means the services specifically listed in the Offer, described on the Online Platform or otherwise expressly agreed by Specto Medical in connection with the Software, Products, licences, updates or upgrades. This may include, where expressly agreed, installation support, onboarding, training, maintenance, warranty handling, repair coordination, upgrade services, technical support, Application Support or Licence Support. Services do not include Third-Party Products and Services unless expressly agreed otherwise in writing.

1.18 “Software” means the professional three-dimensional visualization and display application provided by Specto Medical or listed in the Offer, including all associated modules, updates, upgrades, patches, interfaces, access rights and related licence rights. The Software is a visualization and display tool and not a diagnostic, advisory, interpretive, triage, treatment-recommendation or decision-making system.

1.19 “Specto Medical” means the legal entity named in the relevant Offer, either Specto Medical AG, domiciled in Switzerland, or one of its subsidiaries, as identified in the relevant Offer, checkout presentation or contractual document.

1.20 “Subscription” means a time-limited, recurring, paid licence and/or access entitlement, with monthly, annual or other recurring billing, as offered through the Online Platform, in an Offer or in the relevant checkout presentation.

1.21 “Term” means the period defined in the relevant Offer, Subscription, checkout presentation or other applicable contractual arrangement for which a Software licence is granted or during which certain Services are provided.

1.22 “Terms of Use” means the then-current terms of use for the Specto Software made available by Specto Medical, including any product-specific use restrictions, licence conditions, system integration requirements, IT security provisions, data protection-related provisions, permitted-use rules, prohibited-use rules and other operational terms applicable to the Software.

1.23 “Third-Party Products and/or Services” means all products, services, platforms, systems, tools, components, hardware, software, infrastructure, platform services, network solutions, cloud services, hosting services, payment services, app stores, operating systems, XR headsets, 3D monitors, display devices, security solutions, MDM solutions, installation services, configuration services, maintenance services, repair services, logistics services, on-site services, support services or other products or services that are provided, operated, manufactured, licensed, maintained or controlled by third parties and not by Specto Medical. This applies irrespective of whether such Third-Party Products and Services are procured directly by the Customer, recommended by Specto Medical, made available through Specto Medical, coordinated by Specto Medical on behalf of the Customer or required for the use, installation, operation, display, payment processing or support of the Software. Unless expressly agreed otherwise in writing, Specto Medical is neither manufacturer, supplier, reseller, operator nor warrantor of such Third-Party Products and Services.

1.24 “Third-Party Provider” means any independent third-party supplier, manufacturer, reseller, service provider, platform operator, hosting provider, payment provider, infrastructure provider, hardware provider, software provider, app-store operator, network provider, logistics provider, maintenance provider or other third party providing Third-Party Products and Services.

1.25 “Trial Period” or “Free Trial” means a one-time, time-limited, free-of-charge introductory period for a paid Subscription as offered through the Online Platform or in the relevant checkout presentation. Payment information may be collected at trial signup. If the Customer does not cancel before the end of the Trial Period, the Subscription may automatically convert into a paid Subscription and the Customer’s payment method may be charged at the then-applicable price, in each case as disclosed in the checkout and accepted by the Customer. For Paddle-Processed Transactions, the Trial Period and the conversion are operated by Paddle as Merchant of Record in accordance with Paddle’s trial-subscription compliance flow, including any required signup, pre-charge and initial-transaction notifications.

1.26 “User Account” means the Customer’s and/or an authorised user’s personalised access to the Online Platform, the Software, a Subscription or related digital content.

2. MATTER OF THE CONTRACT / SCOPE OF SERVICES

2.1 Specto Medical shall provide the customer with the services described in the offer and/or in the ordering process of the Online Platform. The exclusively decisive scope is the scope of services confirmed in writing or electronically and, for online orders, the terms accepted in the checkout. Where the relevant web purchase is a Paddle-Processed Transaction, the buyer-side transaction layer concerning payment processing, recurring billing, cancellations, statutory withdrawal rights, refunds and buyer-facing transaction support is additionally governed by the Paddle Framework.

2.2 Specto Medical is entitled to provide partial services, provided that this is reasonable for the customer and the purpose of the contract is not impaired thereby.

2.3 An offer from Specto Medical may include software licences, training and supplementary Services in connection with the use of the Software. The Software is provided exclusively by way of licence grant; any acquisition of ownership is excluded. The licence grant is made on the basis of these GTC and, in addition, on the basis of the separately applicable Terms of Use. For Paddle-Processed Transactions, these GTC serve as Specto Medical's supplier-side product terms, whereas the Paddle Framework governs the buyer-side transaction layer.

2.4 Use of the Online Platform requires certain technical prerequisites (e.g. internet access, compatible and devices, suitable browser/security configurations). The customer is responsible for establishing and maintaining these prerequisites. The system requirements and minimum requirements for use of the Software as listed on the Online Platform must be complied with. For Paddle-Processed Transactions, additional technical and procedural steps may be required by the checkout flow, including email verification, receipt handling and Buyer Portal access.

2.5 Specto Medical may have Services performed by third parties or Affiliates. In such case, Specto Medical remains responsible for the proper performance of the Services, unless expressly provided otherwise.

2.6 For Paddle-Processed Transactions, the buyer will be required during checkout to accept these GTC and the applicable Refund Policy and, where legally appropriate for digital content or digital services, to consent expressly to immediate digital supply and to acknowledge the loss of the statutory right of withdrawal to the extent permitted by law and supported by the checkout flow.

3. CUSTOMER'S COOPERATION OBLIGATIONS

3.1 The customer shall ensure that the information, data, access rights and contact persons required for performance are provided in a timely, complete and accurate manner.

3.2 The customer is obliged to test the Software in a reasonable manner, in particular during the trial period or in the case of updates/upgrades, and to report any defects without undue delay.

3.3 The customer shall ensure that only authorised users have access to the Online Platform and that access credentials are kept confidential.

3.4 In the course of installing the Specto Software, the customer undertakes to provide any required third-party products in due time and in an appropriate form, to the extent this is necessary and reasonable for acceptance, compatibility or integration tests.

3.5 The customer is responsible for complying with all legal, regulatory and professional requirements applicable to its use of the Software, in particular in the healthcare and data protection domains.

4. PRICES / PRICE ADJUSTMENTS

4.1 Unless expressly stated otherwise in the offer or in the ordering process of the Online Platform, all prices displayed in checkout are binding in accordance with the presentation at the time of purchase, inclusive or additive of applicable statutory taxes as shown by the checkout. For Paddle-Processed Transactions, taxes are collected, remitted and displayed by Paddle as Merchant of Record in accordance with the checkout presentation.

4.2 Specto Medical reserves the right to adjust periodically recurring fees (such as licence, service or usage fees) within a reasonable scope. Such price changes will be communicated to the customer in due time in an appropriate form and shall, to the extent permitted by law, take effect no earlier than at the start of the next billing period. For subscriptions via the Online Platform, price and term changes shall be made in accordance with the rules displayed there and the terms accepted in the checkout. For a Paddle-Processed Subscription, the buyer-side consequences of a price increase, including any required notice, consent or cancellation options, shall be governed by the applicable Paddle Framework.

4.3 For Paddle-Processed Transactions, any buyer-facing taxes, transaction descriptors, recurring-billing information, subscription details and other material transaction information displayed in the Paddle-enabled checkout, billing page, receipt or Buyer Portal shall form part of the binding transaction presentation for that sale.

5. PAYMENT TERMS

5.1 The payment terms arise from the offer accepted by the customer or from the ordering process of the Online Platform. For Paddle-Processed Transactions, Paddle acts as the authorised reseller and Merchant of Record, processes the payment and issues the buyer-facing transaction documents, while Specto Medical remains the software supplier and licensor.

A. Paddle-Processed Web Transactions

5.2 For Paddle-Processed Transactions, payment is due and collected by Paddle at the time of checkout, in accordance with the payment methods, billing cycles and tax treatment displayed by Paddle in the checkout flow. Specto Medical does not invoice the buyer directly for the relevant web sale and does not collect, settle or repay the buyer directly in respect of the transaction amount.

5.3 For Paddle-Processed Transactions, buyer-facing payment support, receipt access, subscription management, withdrawal, cancellation and refund routing shall be handled primarily through the Buyer Portal, the receipt links and the other buyer-facing transaction tools made available by Paddle. Specto Medical assists with product-related support, but transaction-side support is handled by Paddle.

5.4 If a refund is approved for a Paddle-Processed Transaction, it shall be processed by Paddle using the same payment method where possible and within the timeframes applicable under the Paddle Framework or mandatory law.

5.4a Three-layer refund structure. Refund decisions in a Paddle-Processed Transaction may arise from (i) mandatory law, (ii) Paddle's own Refund Policy or discretion, or (iii) Specto Medical's own Refund Policy (including the discretionary money-back guarantee set out therein). Paddle performs the operational processing of any refund in each case, as only Paddle, acting as Merchant of Record, holds the payment funds. Specto Medical's authorisation is not required for refunds that Paddle is obliged to grant under category (i) or decides to grant under category (ii); Specto Medical's authorisation is decisive for refunds granted under category (iii), subject in all cases to Paddle's operational ability to decline execution on fraud or risk grounds.

5.5 If Specto Medical considers that a refund, partial refund, repayment or other transaction-side adjustment is appropriate for a Paddle-Processed Transaction, Specto Medical will coordinate such outcome through Paddle in accordance with the Paddle Framework and shall not bypass Paddle's transaction handling.

B. Non-Paddle Transactions (individually concluded contracts)

5.6 The provisions of this part B apply only to contracts concluded outside the Online Platform and outside any Paddle-Processed Transaction, in particular to institutional, enterprise, distributor and offline contracts. They do not apply to Paddle-Processed Transactions.

5.7 Unless different payment modalities are provided for in the offer accepted by the customer, the following applies: for total amounts exceeding CHF 15'000.00 (incl. VAT), 50% of the total amount is due within three (3) calendar days after the customer's declaration of acceptance and the remaining 50% within ten (10) calendar days after the Software has been made available; for amounts up to CHF 15'000.00 (incl. VAT), the full invoice amount is due within ten (10) calendar days from the invoice date.

5.8 Specto Medical is entitled, at its sole discretion, to assign or transfer payment claims under non-Paddle contracts to third parties or Affiliates, including for the purpose of debt collection.

5.9 In the event of late payment under a non-Paddle contract, the customer shall owe default interest at a rate of 5% per annum and shall reimburse all reasonable collection and enforcement costs.

6. Regulatory Matters / Permitted Use / Prohibited Uses

6.1 The customer acknowledges that the Software may, depending on the product and the context of use, be subject to regulatory requirements. The customer is responsible for using the Software only in a manner that is compatible with the legal and professional requirements applicable to it.

6.2 If Specto Medical publishes certifications, declarations of conformity or regulatory status information in the offer, in product documentation or on the Online Platform, such information relates to the respective designated product/system configuration, the described intended use and the defined operating conditions.

6.3 The customer undertakes to comply with all information regarding intended purpose, warnings, limitations and the Terms of Use.

6.4 The customer is obliged to refrain from any misuse, in particular any use that endangers the safety of persons, the integrity of medical processes or the protection of personal data.

6.5 Regulatory status and visualization-tool character. To the extent Specto Medical indicates a regulatory status (e.g. CE marking in Europe and/or regulatory clearance or approval in the United States) for a specific software version and system configuration, the customer may use the Software solely within the indicated intended use, the envisaged user group and the described conditions of use. For SpectoMED v1.0, an FDA clearance in the United States exists under the 510(k) process (K242205) as Class II and, in the EU, a CE clearance as Class IIa. The customer expressly acknowledges and accepts that this regulatory status reflects the Software's character as a professional visualization and display tool (comparable in function to other professional medical image-viewing and 3D visualization software available on the market) and not as an advisory, diagnostic, interpretive or decision-making system. The Software's regulatory clearance does not convert it into a system that provides medical advice.

6.6 No medical advice, diagnosis or treatment recommendations. The Software does not provide medical advice, diagnoses, treatment recommendations, clinical scores, triage outputs or any other clinical assessments. The Software does not replace the professional judgement of a trained medical professional. Any clinical decision made in connection with the use of the Software is the sole responsibility of the treating professional on the basis of their own clinical assessment, primary data and applicable clinical standards.

6.7 Prohibited uses. Without limiting other restrictions in these GTC, the customer shall not (i) use the Software outside its indicated intended use or outside the described conditions of use and system configuration; (ii) use the Software as a stand-alone basis for clinical diagnosis or treatment decisions; (iii) use the Software to handle acute emergency situations, monitor vital functions or replace a medical standard of care; or (iv) represent to patients or end users that the Software provides medical advice or clinical conclusions. Any breach constitutes a material breach of contract and entitles Specto Medical to immediately block access and to terminate the contract for cause.

6.8 Where no corresponding regulatory status is indicated for a specific version or configuration, use is permitted exclusively for demonstration, evaluation, education, training and research and development purposes; in such case, any use for clinical diagnosis, therapy decisions, treatment, or as the sole basis for medical decisions is expressly excluded.

6.9 The customer shall ensure that decisions in patient care are always based on specialist medical assessment, clinical standards and the necessary primary data; the Software may, where permissible, serve at most as a supportive visualization tool within the agreed intended purpose.

7. INTELLECTUAL PROPERTY / PROTECTIVE RIGHTS

7.1 All copyrights, trademarks, patents, database rights and other protective rights in the Software and in updates, upgrades, documentation and content shall remain with Specto Medical and/or the respective rights holders.

7.2 The customer shall receive only the limited, non-exclusive, non-transferable rights of use granted in the offer or in the subscription.

7.3 Reverse engineering, decompilation, disassembly, circumvention of technical protection measures and any form of unauthorised reproduction are, where legally permissible, prohibited.

8. LICENCE SCOPE / RIGHTS OF USE

8.1 Scope, number of users, term, functional scope and technical parameters arise from the offer and/or - in the case of online subscriptions - from the plan and service descriptions displayed on the Online Platform and the terms accepted in the checkout.

8.2 The licence is generally limited to the customer's internal use. Use for the benefit of third parties, re-letting, sublicensing or making available to the public is prohibited unless expressly agreed in writing.

8.3 The customer is obliged to comply with licence restrictions (e.g. number of users, access limits) and, upon request, to provide suitable evidence of compliance.

9. INFRASTRUCTURE, HARDWARE, DELIVERY, INSTALLATION AND COMMISSIONING

9.1 Hardware disclosure. The Software requires suitable end-user hardware to operate, including, in particular, a compatible workstation or notebook and, depending on the selected display mode, an XR headset, 3D monitor or other compatible display device. These hardware components are not supplied by Specto Medical and must be separately procured by the customer from third-party suppliers at the customer’s own cost and responsibility. The system requirements, minimum hardware specifications and compatibility requirements applicable to the Software are published on Specto Medical’s website and/or on the Online Platform and must be carefully reviewed by the customer before purchasing, ordering or activating any Software licence. The customer is solely responsible for ensuring, prior to purchase, that its existing or intended hardware environment satisfies the applicable system requirements and is technically suitable for the installation, access and proper use of the Software. Any failure by the customer to consult, verify or comply with the published hardware and system requirements shall be at the customer’s own risk. Specto Medical shall not be responsible for any inability to install, access, operate or properly use the Software where such inability results from insufficient, unsuitable, outdated or incompatible hardware, operating systems, drivers, network environments, display devices or other customer-side technical infrastructure. Hardware incompatibility or insufficient hardware performance shall not entitle the customer to rescind the purchase, refuse payment, claim a refund or assert any warranty, liability or support claim against Specto Medical, unless expressly agreed otherwise in writing. This shall not affect any mandatory statutory refund or withdrawal rights, the discretionary money-back guarantee set out in the Refund Policy, or any refund granted by Paddle in accordance with the Paddle Framework.

9.2 Third-party responsibility. Procurement, delivery, set-up, installation, configuration, commissioning, maintenance, repair, replacement, on-site service and logistics in relation to hardware and related infrastructure are not provided by Specto Medical, but exclusively by independent third-party companies, acting in their own name and at their own responsibility.

9.3 Direct contractual relationships / direct invoicing. To the extent hardware or infrastructure services are required, the relevant contract is concluded directly between the customer and the respective third-party supplier, and invoicing is performed directly by such third party.

9.4 Procurement and coordination mandate (optional). If the customer so instructs Specto Medical in writing or via the Online Platform, Specto Medical may coordinate, in the customer's name and for the customer's account, the ordering of necessary infrastructure. In such case, Specto Medical acts as the customer's agent; performance obligations, deadlines, warranty and liability undertakings arise exclusively from the contracts between the customer and the third-party provider.

9.5 No guarantee for third-party services. Specto Medical provides no guarantee that third-party services will be performed on time, free of defects or compatible. Any warranty, delay or damage claims in connection with third-party services must be asserted by the customer directly against the third-party provider.

9.6 Compatibility. In accordance with Section 9.1, the customer shall be solely responsible for ensuring, prior to purchase, activation and use of the Software, that its hardware, operating systems, network environment, display devices and other technical infrastructure meet the applicable system requirements, minimum requirements and compatibility specifications published by Specto Medical on its website and/or on the Online Platform. Any recommendations, guidance or technical indications provided by Specto Medical in relation to possible hardware configurations, set-ups or third-party products are provided for general orientation only and shall not constitute any warranty, guarantee, representation or assurance regarding the suitability, performance, availability, compatibility or continued support of any third-party products or customer-side infrastructure.

9.7 Delivery of the Software / access. Provision of the Software and/or access rights is made digitally, generally via the Online Platform through a user account or by other agreed means.

9.8 Acceptance of the Software. For Paddle-Processed Transactions, acceptance and refund rights are governed by the Paddle Framework and mandatory law (see also the Refund Policy). For non-Paddle contracts, the Software shall be deemed accepted as soon as (i) the customer uses the Software in production or (ii) the customer does not notify any material defects in writing within seven (7) calendar days after access has been provided. Third-party services (hardware/installation) are not part of any acceptance of Specto Medical's software services. This clause 9.8 does not limit the refund rights set out in the Refund Policy or in mandatory law for Paddle-Processed Transactions.

9.9 Delays attributable to missing or inadequate cooperation by the customer or to third-party provider services shall not be to Specto Medical's detriment. In such cases, Specto Medical is entitled to postpone agreed dates or to adjust services.

9.10 Data and access security. The customer bears responsibility for securely integrating the Software into its IT environment and for the secure administration of user accounts and access.

9.11 No on-site work by Specto. On-site installations, hardware assembly or infrastructural interventions by Specto Medical are excluded unless expressly agreed in writing as an exception.

10. TRAINING / OPERATIONS SUPPORT

10.1 Scope. Training and operational onboarding services are owed only if expressly included in the offer or commissioned as an additional service.

10.2 Location of training by Specto Training sessions conducted by Specto Medical take place exclusively (i) at Specto Medical's premises (Elisabethenstrasse 18, 4051 Basel, Switzerland) or (ii) online (remote training). On-site training at the customer's premises is excluded unless expressly agreed in writing as an exception.

10.3 Third-party training. To the extent training in connection with hardware, infrastructure or third-party products is required, such services are generally provided by the respective third-party supplier and agreed directly between the customer and such third party.

10.4 The customer shall ensure that participating persons are suitably qualified and that the technical prerequisites for online training are met.

10.5 Distinction. Training serves to operate and understand the Software functions within the contractually intended use. Specto Medical does not provide medical advice or clinical guidance.

10.6 For Paddle-Processed Transactions, Specto Medical remains the supplier-side contact point for software-related product support (functionality, updates, patches, bug fixes, workarounds, access to software features). Billing issues, receipt access, subscription cancellation, refund handling and payment disputes shall be routed through Paddle's buyer-facing support channels.

11. WARRANTY / NO WARRANTY FOR THIRD-PARTY HARDWARE AND THIRD-PARTY PRODUCTS

11.1 Subject of warranty Specto Medical warrants solely that the Software substantially conforms to the contractually agreed specifications at the time of provision. Any warranty for hardware, infrastructure or third-party products is excluded.

11.2 Third-party products. No warranty whatsoever is provided for hardware components, infrastructure, installation or configuration services, on-site services, repairs or other services of third-party providers. Such claims must be asserted by the customer exclusively against the respective third-party provider.

11.3 Warranty period. The warranty period for the Software is one (1) year from provision. Mandatory statutory rights remain reserved.

11.4 Notice of defects. The customer shall inspect the Software without undue delay and notify material defects in writing. If the customer fails to give timely notice, the Software shall be deemed approved to the extent the defect would have been recognisable upon customary inspection. For Paddle-Processed Transactions, this clause does not limit the refund rights set out in the Refund Policy or in mandatory law.

11.5 Cure. Specto Medical shall satisfy warranty claims, at its discretion, by remedying the defect (patch/fix), providing a replacement version or, if not possible, by an appropriate price reduction, to the extent permitted by law.

11.6 Exclusions. The warranty is excluded in particular for defects attributable to (i) improper use, (ii) breach of the Terms of Use, (iii) interventions by the customer or third parties, (iv) system environments outside the specification, or (v) third-party hardware, network or security configurations.

11.7 No availability commitment outside agreed plans. Unless expressly agreed as a service level, Specto Medical does not guarantee uninterrupted availability.

11.8 Technical defect process for Paddle-Processed Transactions. If a buyer alleges a persistent software-related technical issue or a material software defect affecting the functionality of the Software or access to software features as described, the buyer should first contact Specto Medical so that Specto Medical can investigate and, where appropriate, provide patches, updates, workarounds, replacement access or other reasonable software-related remediation. If the issue cannot be resolved within a reasonable period, the buyer may then use the buyer-facing Paddle support routes to request further transaction-side review or such refund handling as may be available under the Paddle Framework and mandatory law.

11.9 Nothing in these GTC limits any mandatory statutory rights of a buyer in relation to software not as described, faulty or not fit for purpose, or any mandatory statutory consumer rights applicable to a Paddle-Processed Transaction.

12. THIRD-PARTY PRODUCTS / HARDWARE / OPEN SOURCE

12.1 Third-party products. To the extent hardware components, infrastructure, platform services, network solutions or other third-party products are required for use of the Software, such are provided exclusively by independent third-party providers. Specto Medical is neither manufacturer nor supplier of such third-party products and assumes no delivery, work, installation, maintenance, support or warranty obligations in this respect.

12.2 Direct contractual relationships. Contracts for third-party products are generally concluded directly between the customer and the third-party provider, who invoices the customer directly.

12.3 Procurement and coordination mandate. If Specto Medical, at the customer's request, undertakes the ordering of third-party products, this is done exclusively as agent in the customer's name and for the customer's account.

12.4 Hardware separately. The customer acknowledges that hardware must be procured separately and that the use of certain display modes (e.g. XR headsets, 3D monitors) depends on suitable infrastructure.

12.5 Open-source components. The Software may contain open-source components. These are subject to the applicable open-source licence terms, which prevail over these GTC to the extent those terms so provide.

12.6 No liability for third-party outages. Specto Medical shall not be liable for disruptions, outages, security incidents, data loss or incompatibilities solely attributable to third-party products or services, except in cases of intent or gross negligence on the part of Specto Medical.

12.7 Changes to third-party components. If third parties change their products or terms, or if a third-party component is no longer available, Specto Medical is entitled to adapt integrations, replace them or change functions, provided this is reasonable for the customer and does not defeat the core purpose of the contract.

13. DATA PROTECTION / DATA SECURITY

13.1 Specto Medical processes personal data in connection with the provision of the Software and the Online Platform in accordance with applicable data protection laws and the Privacy Policy as applicable from time to time.

13.2 The customer remains the controller under data protection law to the extent it inputs patient data or other personal data into the Software. The customer shall ensure that an adequate legal basis for the processing exists and that professional secrecy obligations are observed.

13.3 To the extent Specto Medical processes personal data on behalf of the customer, the provisions provided for in the Terms of Use and/or a separate data processing agreement, where required, shall apply.

13.4 The customer shall ensure that only authorised users have access to user accounts and content. Access credentials must be kept confidential and protected.

13.5 Specto Medical implements appropriate technical and organisational measures to protect processed data. Absolute data security cannot be guaranteed.

13.6 Security incidents shall be notified to the other party without undue delay insofar as they concern the contractual relationship.

13.7 To the extent the customer uses third-party products (infrastructure, end devices, networks, MDM solutions, security software, XR hardware), the customer is responsible for their data protection compliant use, configuration and operation.

13.8 Data exports and further processing outside Specto Medical's systems are the customer's responsibility. The customer must ensure that no unlawful content is processed or transmitted.

13.9 Specto Medical is entitled, for the purpose of ensuring security, stability, error analysis and quality assurance, to create and evaluate technical logs, to the extent permitted under data protection law.

13.10 Retention and deletion concepts are governed by the Terms of Use, statutory obligations and the technical possibilities of the respective plan/platform configuration.

13.11 For Paddle-Processed Transactions, transaction-related personal data may be processed by Paddle and shared between Specto Medical and Paddle to the extent necessary for checkout, billing, tax handling, fraud prevention, receipt and subscription management, customer support, refunds, chargeback handling and legal compliance. Paddle acts as an independent controller for its own transaction-processing purposes. Specto Medical acts as controller for its own product-support and licence-administration purposes.

14. CONFIDENTIALITY

14.1 All non-public information of a party (technical, business, organisational and financial information, source code, product and roadmap information, price and contract terms, customer and patient data) shall be deemed confidential ("Confidential Information").

14.2 The parties undertake to keep Confidential Information strictly confidential, to use it only for the performance of the contract and to disclose it only to employees and agents with a need-to-know (the) subject to equivalent confidentiality obligations.

14.3 The confidentiality obligation shall not apply to information that (i) becomes generally known without breach of contract, (ii) was already lawfully known to the receiving party, (iii) was lawfully obtained from third parties without a confidentiality obligation, or (iv) must be disclosed due to mandatory statutory obligations.

14.4 Upon request, Confidential Information (including copies) must be returned or destroyed, unless statutory retention obligations prevent this.

14.5 The confidentiality obligation shall remain in force for five (5) years after termination; trade secrets for as long as they are legally protected.

14.6 In the event of breaches of confidentiality, the injured party may seek injunctive relief and all statutory remedies.

15. TERM, TERMINATION AND RENEWAL

15.1 The contractual term for the Software begins upon provision of access and/or the licence rights or upon the customer's first use, whichever occurs first.

15.2 Delivery, installation or operation services by third parties do not affect the commencement and term of the Software licence unless expressly agreed otherwise in writing.

15.3 For non-Paddle contracts, if services are agreed individually, the minimum terms set out in the offer shall apply; otherwise, a minimum term of twelve (12) months applies to recurring service provisions unless agreed otherwise.

15.4 Non-Paddle contracts for an indefinite term may be terminated ordinarily upon six (6) months' notice to the end of a calendar year, unless otherwise agreed.

15.5 Termination for cause. Either party may terminate with immediate effect for good cause. Good cause exists, in particular, if the other party materially breaches contractual obligations and does not remedy the breach within thirty (30) calendar days after written notice, or if insolvency or liquidation occurs.

15.6 In the event of late payment under a non-Paddle contract, Specto Medical is entitled to block access and, after a reminder, to terminate for cause, to the extent permitted by law.

15.7 Online Platform: legally binding checkout terms. If the customer obtains products or plans via the Online Platform, the checkout terms accepted in the ordering process are decisive and legally binding for trial handling, billing (monthly/annual), discounts, payment methods, termination, renewal, plan changes and proration. Where the relevant transaction is processed using Paddle's Services, the applicable Paddle Buyer Terms and Paddle Refund Policy additionally govern the buyer-side framework for subscriptions, cancellations, statutory withdrawal rights and refunds.

15.8 Free Trial. A Free Trial is a one-time introductory period for a paid Subscription as described in clause 1.15. Payment information is collected at trial signup. If the customer does not cancel before the end of the trial period, the Subscription automatically converts and the customer's payment method is charged at the then-applicable price. The customer may cancel the Free Trial at any time before the end of the trial period through the Buyer Portal or via the cancellation link in the Paddle confirmation email, in which case no charge will be made. Cancellation after auto-conversion is governed by clause 15.10. Trial uses the evaluation entitlement. Activation of a Free Trial uses the customer's evaluation entitlement; the discretionary 30-day money-back guarantee set out in the Refund Policy does not apply to a Free Trial that has auto-converted to paid access, nor to a separate subsequent paid purchase of the same product by a customer who previously activated a Free Trial of that product. Statutory withdrawal rights and Paddle's own refund discretion are unaffected by this exclusion.

15.9 Plan changes / proration. Upgrades or downgrades are possible at any time, to the extent provided by the Online Platform; changes generally take effect immediately and any billing adjustments are made in accordance with the proration rules described on the Online Platform.

15.10 Termination of online subscriptions. Online subscriptions may be terminated at any time in accordance with the Online Platform; access generally remains in place until the end of the current billing period. Where the subscription is processed using Paddle's Services, cancellation is generally made through the Buyer Portal or the links contained in the relevant transaction emails, and the cancellation takes effect at the end of the current billing period unless mandatory law requires otherwise.

15.11 For Paddle-Processed Transactions, statutory withdrawal rights, refund rights and any discretionary transaction-side refund handling shall be determined by mandatory law, the Paddle Framework and Specto Medical's Refund Policy.

15.12 Digital-content waiver. Where legally appropriate for digital content or digital services, immediate supply may commence before the expiry of any withdrawal period if the buyer has provided the express consent and acknowledgement requested in the checkout flow (namely, express consent to immediate performance together with express acknowledgement that the statutory right of withdrawal is lost once performance has begun). To the extent permitted by law and validly implemented in the checkout, Specto Medical and Paddle may rely on such consent and acknowledgement.

16. LIMITATION OF LIABILITY AND INDEMNIFICATION

16.1 Specto Medical shall be liable only for direct losses caused by intentional misconduct or gross negligence on the part of Specto Medical.

16.2 Liability for slight negligence is excluded to the extent permitted by law.

16.3 Specto Medical shall not be liable for indirect losses, consequential damages, loss of profit, data loss, loss of use, production downtime, reputational damages or third-party claims, to the extent permitted by law.

16.4 To the extent liability cannot be excluded, it is, where legally permissible, limited in aggregate to the remuneration actually paid by the customer for the affected service in the twelve (12) months preceding the event giving rise to liability.

16.5 Mandatory exceptions. The limitations of liability do not apply to personal injury or to mandatory statutory liability regimes, including mandatory consumer protection law.

16.6 Specto Medical shall not be liable for any damages, losses, delays, defects, interruptions, outages, data transmission failures, performance limitations, compatibility issues or other impairments that are caused by, result from or are otherwise attributable to third-party products, third-party services, third-party platforms, networks, hosting providers, operating systems, hardware components, XR headsets, display devices, payment providers, app stores, cloud services, internet service providers or other customer-side or third-party infrastructure, except in cases of intent or gross negligence on the part of Specto Medical. The same applies where the relevant impairment is caused by updates, modifications, discontinuations, security measures, access restrictions, policy changes, technical changes or service limitations introduced by a third-party provider. Specto Medical does not warrant and shall not be responsible for the availability, functionality, security, compatibility, regulatory compliance, continued support or performance of any third-party products or services, unless expressly agreed otherwise in writing. Any remedies available to the customer in relation to such third-party products or services shall be governed exclusively by the applicable terms and conditions of the relevant third-party provider.

16.7 Indemnification. The customer shall indemnify and hold Specto Medical harmless from and against all third-party claims arising out of (i) use in breach of contract or unlawful use, (ii) use outside the intended purpose (in particular any use of the Software as a source of medical advice, diagnosis or treatment recommendations), (iii) violations of data protection or confidentiality, or (iv) the use of third-party products, provided Specto Medical is not at fault.

16.8 The indemnification includes reasonable defence and enforcement costs.

16.9 The customer may not, without Specto Medical's consent, make admissions or enter into settlements affecting Specto Medical.

16.10 Specto Medical is entitled to conduct the defence itself or to engage third parties to do so.

16.11 The liability and indemnification provisions survive termination to the extent claims arising out of the contractual relationship are affected.

16.12 The limitations of liability shall also apply for the benefit of Specto Medical's corporate bodies, employees, auxiliaries and subcontractors.

17. CUSTOMER'S RISK AND RESPONSIBILITY / NO MEDICAL ADVICE

17.1 No medical advice. Specto Medical does not provide medical, clinical, diagnostic, therapeutic or other healthcare advice. The Software is a passive visualization and display tool. It does not analyse, interpret, diagnose, triage, score, prescribe, recommend or otherwise determine any medical condition, treatment, procedure, medication, dosage or course of action. Any image, model, visualization, representation or display generated or presented through the Software is provided solely for visualization, educational, training or supportive clinical viewing purposes and must not be relied upon as medical advice, a medical opinion, a diagnosis, a treatment recommendation or a substitute for the professional judgement of a qualified medical professional.

17.2 Intended purpose and prohibited use. The customer shall ensure that the Software is used strictly in accordance with its contractually agreed intended purpose, the Terms of Use, the documentation, the applicable licence terms and any limitations made available by Specto Medical. Any use outside that purpose, including use as a stand-alone diagnostic system, as an automated clinical decision-making tool, as a substitute for clinical judgement or in any manner prohibited under clause 6.7, is strictly prohibited and shall be at the customer’s sole risk. The customer shall ensure that all authorised users are appropriately trained, professionally qualified where required and made aware of the functional limits of the Software.

17.3 Clinical responsibility. All medical, diagnostic, therapeutic and patient-related decisions, acts and omissions remain the exclusive responsibility of the treating professionals and/or the customer. This includes diagnosis, treatment planning, therapy decisions, treatment performance, treatment outcomes, patient information, informed consent, documentation and compliance with applicable medical, professional, regulatory and ethical standards. Decisions in patient care must always be independently verified by qualified medical professionals on the basis of their own clinical assessment, professional expertise and the relevant primary medical data.

17.4 Input data and source material. The Software does not replace, correct, validate or independently verify primary medical data, clinical records, diagnostic findings, imaging source data, laboratory results, patient history or other information relevant to patient care. The customer remains responsible for the completeness, accuracy, suitability and clinical relevance of all data and materials used in connection with the Software. Specto Medical shall not be liable for any consequence resulting from incomplete, inaccurate, outdated, unsuitable, incorrectly uploaded, incorrectly selected or incorrectly interpreted customer-side or third-party data.

17.5 Technical environment. The customer bears all responsibility and risk for selecting, procuring, installing, operating, maintaining, updating and securing the hardware, operating systems, networks, display devices, XR headsets, 3D monitors, cloud environments, internet connections, security systems and other infrastructure required or used for the Software. Specto Medical shall not be liable for any malfunction, limitation, incompatibility, interruption or impairment caused by the customer’s technical environment, third-party systems, security settings or failure to comply with the published system requirements.

17.6 No suitability or outcome warranty. Specto Medical does not warrant that the Software is suitable for any specific customer workflow, clinical workflow, institutional process, training concept, technical environment, regulatory environment or individual use case, unless expressly confirmed in writing. Before purchasing and using the Software, the customer must assess whether it is suitable for its intended operational, educational, technical, clinical and organisational purposes. Specto Medical does not warrant any particular clinical, educational, commercial, operational or patient-related outcome.

17.7 Compliance responsibility. The customer is solely responsible for complying with all laws, regulations, professional rules, clinical standards, institutional policies, data protection obligations, patient confidentiality requirements, medical documentation duties and internal approval processes applicable to its use of the Software. The customer must obtain and maintain all permits, consents, approvals, authorisations and internal clearances required for use in its specific environment.

17.8 Exclusion of liability. To the maximum extent permitted by applicable law, Specto Medical shall not be liable for any damages, losses, claims, costs, expenses, treatment errors, patient-related incidents, regulatory consequences or other disadvantages arising out of or in connection with improper use, misuse, unauthorised use, use outside the agreed conditions, use by insufficiently trained persons, reliance on the Software as the sole basis for clinical decisions, failure to independently verify relevant information or breach of this clause 17, except in cases of intent or gross negligence on the part of Specto Medical.

17.9 Indemnification. The customer shall indemnify, defend and hold harmless Specto Medical, its affiliates, directors, officers, employees, agents, subcontractors and licensors from and against any third-party claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with the customer’s or its users’ improper use of the Software, use outside the intended purpose, breach of the Terms of Use, breach of applicable professional or regulatory obligations, clinical decisions, patient-related claims, infringement of third-party rights or non-compliance with this clause 17, unless and to the extent such claim is directly caused by intent or gross negligence on the part of Specto Medical.

18. TELEMETRY / ANALYTICS / QUALITY ASSURANCE / AI DEVELOPMENT

18.1 Specto Medical is entitled, in the course of operating the Software and the Online Platform, to collect, store and evaluate technical usage and diagnostic data, to the extent necessary and legally permissible for security, stability, error analysis, abuse prevention, quality assurance, further development and operation of the Software. This includes system and device information, performance metrics, error messages, log data, configuration data and interaction information.

18.2 Specto Medical processes such data in accordance with data minimisation and implements appropriate safeguards. Where possible, data are processed in pseudonymised or aggregated form.

18.3 The customer acknowledges that functionality, performance and metrics of the Software may be influenced by the customer's system environment and by third-party infrastructure. Specto Medical shall not be liable for malfunctions originating exclusively from the customer's sphere or from third parties, except in cases of intent or gross negligence.

18.4 To the extent permitted by law, Specto Medical is entitled to use data in anonymised and/or aggregated form to create statistics, improve products and develop new features.

18.5 To the extent permitted by law and subject to applicable data protection, professional secrecy and security requirements, Specto Medical is entitled to use collected data in anonymised or aggregated form for the development, training, validation and improvement of its own algorithmic models and AI functions. Any use of personal data (in particular health data) for AI training shall take place only where a legal basis exists; otherwise, use will be on an anonymised or aggregated basis.

18.6 Safeguards and blocking. If there are indications of misuse, unauthorised access, significant security risk or serious breaches of these GTC or the Terms of Use, Specto Medical is entitled to temporarily block or restrict access to the extent necessary, proportionate and legally permissible.

18.7 Further details on the type, scope, purpose, legal bases, retention period and recipients of data processing are set out in the Privacy Policy and the Terms of Use.

19. FINAL PROVISIONS

19.1 Contract documents. The contractual relationship consists of (i) these GTC, (ii) the Terms of Use and Privacy Policy in their respective current version, and (iii) for orders and subscriptions via the Online Platform, the legally binding checkout terms accepted. For Paddle-Processed Transactions, the applicable Paddle Buyer Terms and Paddle Refund Policy additionally govern the buyer-side transaction framework.

19.2 Order of precedence. In the event of contradictions between contract documents, the following order of precedence applies, unless mandatory law provides otherwise: (1) mandatory law, including mandatory consumer protection law; (2) individually signed agreements or offers, to the extent they expressly contain deviating provisions; (3) for Paddle-Processed Transactions, the applicable Paddle Buyer Terms and Paddle Refund Policy, with respect to the buyer-side transaction framework; (4) for online orders, the checkout terms accepted on the Online Platform and the Refund Policy of Specto Medical; (5) these GTC; (6) Terms of Use and Privacy Policy.

19.3 Amendments. Amendments and supplements to these GTC must be made in text form (e.g. email), unless mandatory law requires a stricter form. For Online Platform subscriptions, amendments are made in accordance with the conditions displayed there and the rules accepted in the checkout.

19.4 For Paddle-Processed Transactions, Specto Medical may update these GTC to reflect changes to the Paddle Framework, the checkout architecture or applicable legal requirements. Any updated version shall, to the extent permitted by law, apply prospectively and shall be made available on Specto Medical's website.

19.5 Assignment. Specto Medical is entitled to transfer rights and obligations under the contractual relationship, in whole or in part, to Affiliates or suitable third parties, provided the customer's legitimate interests are not unreasonably impaired. The customer may assign or transfer rights and obligations only with Specto Medical's prior written consent.

19.6 Severability. If any provision of these GTC is wholly or partially invalid or unenforceable, the remainder of the contract shall remain in force. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

19.7 Governing law. These GTC and all legal relationships arising out of or in connection with them are governed exclusively by substantive Swiss law. Conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded. Mandatory consumer protection rights under the law of the buyer's habitual residence remain reserved.

19.8 Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC and the contractual relationship is Basel-Stadt, Switzerland. Specto Medical remains entitled to sue the customer alternatively at the customer's domicile or registered office, or at any mandatory statutory place of jurisdiction. Mandatory statutory consumer protection rights and any mandatory statutory consumer fora remain unaffected.

19.9 Interim measures. Notwithstanding the foregoing jurisdiction clause, either party is entitled, in urgent cases, to seek interim measures from a competent state court, in particular to protect trade secrets, intellectual property, access credentials, data integrity or to prevent unauthorised use.

19.10 For Paddle-Processed Transactions, these GTC, the Refund Policy, the Privacy Policy and the relevant buyer-support details are made available on Specto Medical's website and in the checkout-adjacent environment in a manner intended to satisfy the then-applicable Paddle onboarding and compliance requirements.

19.11 Language. These GTC may be provided in German and English versions. In the event of interpretative discrepancies, the version in the language in which the customer concluded the purchase or accepted the GTC shall prevail for that customer. Where the language cannot be determined, the English version shall prevail.