Terms of Service.

1. Agreement

These Terms of Service (“Terms”) govern access to and use of the Kodia website, Kodia Chat, and related self-service features (the “Service”). The Service is operated by MS2 Partners Sàrl (CHE-240.674.424), Route de Lausanne 15, 1180 Rolle, Vaud, Switzerland (“Kodia”, “we”, “us”).

These Terms form an agreement between Kodia and the medical practice, billing service provider, or other organization using the Service (the “Customer”, “you”).

If you create an account or use the Service on behalf of an organization, you confirm that you are authorized to accept these Terms on its behalf. The organization is responsible for compliance with these Terms by its authorized users.

By creating an account, accepting these Terms, purchasing a subscription, or using the Service, you agree to be bound by them.

These Terms apply only to the Kodia website, Kodia Chat, including its connector for third-party assistants, and related self-service account, subscription, coding-assistance, and sharing features. They do not apply to Kodia Audit, Kodia Review, Kodia Code, or other separately contracted professional or enterprise services, which are governed by the applicable proposal, order form, statement of work, service or integration agreement, and data processing agreement.

2. Who may use Kodia

Kodia is intended for Swiss medical practices and Swiss billing service providers supporting such practices.

You may use the Service only for professional purposes and in compliance with applicable laws, professional obligations, confidentiality requirements, contractual obligations, and your organization’s internal policies.

You confirm that you are authorized to use the Service and, where applicable, to act on behalf of your organization.

3. Language

These Terms are published in French, English, German, and Italian. The French version is the authoritative text and prevails in case of conflict or divergence between versions.

4. What Kodia does and does not do

Kodia provides administrative coding and billing assistance for Swiss outpatient workflows, including:

• Chat mode: a conversational interface through which you can ask questions about TARDOC codes, ambulatory forfaits, ICD-10-GM diagnosis codes, cumulation rules, and billing. By default, conversations are stored only on your device. You may optionally enable server-side chat history synchronization on the History page.
• Coding suggestions: suggestions for TARDOC, ambulatory forfaits, and, where applicable, ICD-10-GM diagnosis codes, with outputs that you can copy or export.
• Shared conversations: the option to generate a link through which a chat session can be shared. Shared sessions are accessible to anyone holding the link, without authentication. You may revoke a share link at any time.
• Connector for third-party assistants: on Kodia Chat Pro and Team plans, the option to connect Kodia Chat to a third-party artificial intelligence assistant, such as ChatGPT or Claude, in order to ask coding questions from within that assistant. You authorize the connection from your Kodia account and may revoke it at any time in Settings → Connectors.

Kodia is intended and marketed solely to support administrative coding, documentation, and billing workflows. It does not provide medical advice and must not be used for clinical diagnosis, prevention, monitoring, prediction, prognosis, treatment, or therapeutic decision-making.

Kodia is not intended or offered for use as a medical device within the meaning of Regulation (EU) 2017/745 on medical devices or the Swiss Medical Devices Ordinance. Information relating to ICD-10-GM codes is provided exclusively for administrative coding and billing-documentation purposes and does not constitute diagnostic guidance.

Kodia does not automatically submit claims or make final coding or billing decisions. All suggestions must be reviewed and approved by an appropriately qualified person before use. Final coding, billing, documentation, and compliance decisions remain the Customer’s responsibility.

5. Your responsibilities

You are responsible for:

• ensuring that you are legally and professionally entitled to submit information to Kodia;
• complying with professional secrecy, data-protection obligations, contractual confidentiality requirements, and your organization’s internal policies;
• removing patient names, dates of birth, addresses, identification numbers, and other identifying information before submitting clinical text;
• not submitting information that could reasonably identify a patient unless its processing has been specifically authorized and is governed by an applicable data processing agreement;
• not creating or sharing links to conversations containing identifying or confidential patient information;
• reviewing and validating all suggestions before using them for coding, billing, documentation, or any other professional purpose;
• verifying the applicable tariff, catalog version, billing rules, insurer requirements, and legal requirements;
• maintaining appropriate clinical, billing, and compliance documentation; and
• ensuring that your use of the Service does not replace professional judgment or any review required by law, contract, tariff rules, or professional standards.

You remain responsible for all information you submit and all decisions or actions taken on the basis of the Service.

6. Accounts and practice workspaces

Accounts are associated with a practice or organization workspace.

You must provide accurate account information, keep your credentials confidential, and take reasonable measures to prevent unauthorized access. Individual accounts must not be shared between users. You must notify us promptly if you suspect that an account or credential has been compromised.

You are responsible for activity performed through your account, except to the extent that it results from a security failure attributable to Kodia.

Team plans

A practice workspace may include multiple users. The workspace owner or administrators may manage membership and assign roles such as owner, administrator, or member.

All members of a workspace share the organization’s subscription and applicable usage allowance. The Customer is responsible for:

• determining who may access the workspace;
• assigning and reviewing access rights;
• removing users who no longer require access;
• paying applicable fees; and
• ensuring that invited users comply with these Terms.

The workspace owner may manage the subscription and other administrative settings on behalf of the Customer.

7. Fees, taxes, and payments

Prices are stated in Swiss francs unless otherwise indicated.

Where applicable, Swiss value-added tax or other taxes will be displayed at checkout and on the applicable invoice or receipt.

Payments are generally processed by Stripe. Payment by invoice may also be available upon request and subject to Kodia’s approval. Unless otherwise stated on the invoice or agreed in writing, invoices are payable within 30 days of issue.

By providing a payment method, you authorize Kodia and Stripe to charge that payment method for purchases, recurring subscription fees, applicable taxes, and other charges that you have approved under these Terms.

Where payment by invoice has been agreed, you must pay the invoiced amount by the due date stated on the invoice. You are responsible for ensuring that the billing and contact information provided to Kodia is accurate and current.

If a payment cannot be completed or an invoice remains unpaid after its due date, we may send payment reminders, suspend access to paid features, or suspend the account until the outstanding amount has been paid.

8. Subscriptions and billing

Kodia Chat plans

Kodia currently offers the following plans:

• Kodia Chat Free: a free plan with limited monthly usage for an individual user.
• Kodia Chat Pro: a paid subscription for an individual professional user.
• Kodia Chat Team: a paid subscription for a practice or organization workspace with multiple authorized users.

The features, usage allowances, number of included users, prices, and billing periods applicable to each plan are those displayed on the Kodia website or at checkout when the subscription is purchased.

We may introduce, rename, modify, or discontinue plans on reasonable notice. Changes will not reduce access already paid for during the current billing period.

Free plan

• New accounts may receive access to Kodia Chat Free with a limited number of monthly queries, currently 20 per month.
• No payment method is required for Kodia Chat Free.
• Free-plan queries refresh automatically each month and do not roll over.
• We may change the features or usage allowance of Kodia Chat Free on reasonable notice.
• A paid subscription is required for access beyond the applicable free-plan allowance.

Monthly subscriptions and automatic renewal

Paid subscriptions are billed monthly in advance, either through Stripe or by invoice where agreed, and automatically renew for successive monthly periods until canceled.

For subscriptions paid through Stripe, you authorize Stripe to charge the applicable recurring subscription fee and taxes to your selected payment method at the beginning of each billing period.

For subscriptions paid by invoice, Kodia will issue an invoice for each renewal period unless another billing schedule has been agreed in writing. Cancelling a subscription does not affect invoices already issued or amounts already due.

Paid plans provide usage without per-query charges, subject to the fair-use, rate, and concurrency limits described below.

You may upgrade, downgrade, or cancel your subscription through your account settings or, for subscriptions paid by invoice, by contacting Kodia:

• an upgrade may take effect immediately, with any prorated charge displayed or otherwise communicated before confirmation;
• a downgrade takes effect at the beginning of the next billing period; and
• cancellation stops future renewals, but access to paid features continues until the end of the current paid period.

Price changes

We may change subscription prices. A price change will not affect a billing period that has already been paid or invoiced.

For an existing subscription, we will provide at least 30 days’ notice before a new price applies to a renewal. If you do not agree to the new price, you may cancel the subscription before the renewal date.

Fair use

Paid plans are subject to reasonable fair-use, rate, and concurrency limits designed to maintain service availability, security, and quality for all users.

We may apply technical controls where use:

• materially exceeds ordinary professional use;
• creates disproportionate infrastructure costs;
• affects the availability or performance of the Service for others;
• involves automated or abusive querying; or
• otherwise violates these Terms.

Where reasonably practicable, we will contact you before materially restricting access and give you an opportunity to adjust your usage. We may act immediately where necessary to address security risks, unlawful activity, system disruption, or intentional abuse.

Prepaid credit packs, where available

• Certain accounts may use a credit-based model under which one credit represents one artificial-intelligence request.
• A credit is deducted only when a result is returned, unless otherwise stated at the time of purchase.
• Credit packs are purchased in advance and do not renew automatically.
• Prepaid credits expire 12 months after purchase.
• Purchasing an additional pack extends the expiry date of all remaining credits by 12 months from the date of the new purchase.
• Credits have no cash value and may not be transferred between organizations unless Kodia expressly agrees otherwise.

9. Refunds and chargebacks

Subscription fees are non-refundable once charged or invoiced for the applicable billing period, except where a refund is required by law or expressly agreed by Kodia.

Cancelling or downgrading a subscription does not result in a partial refund or credit for the current billing period.

Prepaid credit-pack purchases are non-refundable once the credits have been added to the account, except where required by law.

If you believe that a charge or invoice is incorrect, please contact us promptly at contact@kodia.ch.

If a payment is reversed, disputed, or charged back, we may suspend the related account, reverse subscription access, and deduct or cancel credits associated with that payment. This does not affect our right to recover amounts legitimately due.

10. Acceptable use

You must not:

• share account credentials with another person or outside your organization;
• access or use another person’s account without authorization;
• use the Service for unlawful, fraudulent, deceptive, or abusive purposes;
• use Kodia for billing systems outside its supported Swiss scope in a way that could mislead users about the applicability of its outputs;
• submit malware, harmful code, or content designed to disrupt or compromise the Service;
• probe, scan, test, or circumvent security measures without our written authorization;
• attempt to bypass usage, rate, credit, access, or concurrency limits;
• use automated scripts, bots, scraping tools, or an API except through functionality expressly made available by Kodia;
• reverse engineer, decompile, disassemble, copy, imitate, or attempt to derive the source code, models, prompts, logic, or non-public components of the Service, except where such restriction is prohibited by law;
• extract, reproduce, or systematically collect catalog data outside ordinary use of the Service;
• sell, sublicense, lease, commercially redistribute, or provide the Service to third parties without our written authorization;
• use the Service to develop or populate an unauthorized competing coding database or service; or
• interfere with the operation, availability, integrity, or security of the Service.

We may investigate suspected violations and take proportionate protective measures.

11. Intellectual property

Kodia and its licensors retain all rights, title, and interest in the Service, including its software, interface, design, databases, workflows, documentation, trademarks, and related intellectual property.

Your content

You retain your rights in the content you submit to the Service.

You grant Kodia a limited, non-exclusive right to host, transmit, reproduce, and otherwise process submitted content only as necessary to:

• provide and operate the Service;
• generate and return requested results;
• maintain the security and integrity of the Service;
• provide support;
• comply with applicable law; and
• fulfill our obligations under these Terms and any applicable data processing agreement.

This right ends when the relevant content is deleted, subject to legal retention requirements and the backup periods described in the Privacy Policy.

Kodia may generate and use aggregated or otherwise non-identifying technical and operational statistics to operate, secure, assess, and improve the Service. These statistics must not reasonably identify the Customer, an individual user, or a patient.

Kodia does not use customer queries, clinical documents, billing data, or chat content to train artificial-intelligence models.

Feedback

If you voluntarily provide suggestions or feedback concerning the Service, Kodia may use that feedback without restriction or payment, provided that doing so does not disclose your confidential information or personal data.

Third-party catalog data

Kodia integrates medical coding data from third-party sources. The following catalogs remain the intellectual property of their respective owners:

• TARDOC and Ambulatory Forfaits: © OTMA SA (Organisation tarifs médicaux ambulatoires). All rights reserved.
• ICD-10-GM, German edition: © BfArM (Bundesinstitut für Arzneimittel und Medizinprodukte). All rights reserved.
• CIM-10-GM / ICD-10-GM, French and Italian editions: © OFS/UST (Office fédéral de la statistique / Ufficio federale di statistica). All rights reserved.

Catalog data displayed through Kodia is provided for reference purposes only in connection with normal use of the Service.

You may not systematically extract, reproduce, republish, redistribute, sell, create derivative databases from, or otherwise exploit catalog data outside the scope permitted by the Service and the rights of the relevant catalog owner.

12. Privacy and data processing

Our Privacy Policy describes and governs how Kodia processes personal data in connection with the website and the Service.

Where Kodia processes personal data on behalf of a Customer acting as controller or processor, the processing may also be governed by a data processing agreement. If there is a conflict concerning such processing, the data processing agreement prevails.

Optional server-side chat history

Server-side chat history synchronization is disabled by default. You may activate or deactivate it on the History page of the application.

Activating chat history synchronization is a user setting. It does not constitute patient consent or independently authorize the processing of identifiable patient data.

When synchronization is activated, conversations and associated metadata are stored on Kodia’s servers in Switzerland as described in the Privacy Policy.

When synchronization is deactivated or stored history is deleted, the relevant data is promptly removed from active systems. Encrypted backup copies may remain for up to 90 days before being overwritten, and certain records may be retained where required by law, security obligations, or an applicable agreement.

Shared sessions

Creating a shared-session link causes the relevant conversation to be stored on Kodia’s servers and made accessible to anyone holding the link, without authentication.

You must not create a shared link for content containing identifying or confidential patient information. Revoking a link prevents future access through the Service but cannot remove copies, screenshots, or exports already made by recipients.

Third-party assistants

When you use Kodia Chat from a third-party assistant, that assistant sends your questions to Kodia and receives Kodia’s answers. The assistant is provided by a third party, such as OpenAI or Anthropic, under your own contractual relationship with that provider. Kodia is not responsible for that provider’s services or for how the assistant rephrases, summarizes, supplements, or uses Kodia’s answers.

The obligations in sections 4 and 5 also apply to this use, in particular removing information that identifies a patient before anything is sent and verifying suggestions against the references Kodia provides before using them. Each request sent through the connector is processed and counted as a request made in Kodia Chat.

13. Suspension, availability, and changes

We aim to make the Service available and reliable but do not guarantee uninterrupted, error-free, or continuously available operation.

The Service may be temporarily unavailable because of maintenance, updates, infrastructure failures, provider outages, security events, force-majeure events, or circumstances outside our reasonable control.

We may suspend or restrict access where reasonably necessary to:

• protect the Service, users, or third parties;
• investigate suspected misuse or a security incident;
• prevent fraud, abuse, or system disruption;
• comply with law or an authority’s binding request;
• respond to non-payment; or
• enforce these Terms.

Where reasonably practicable, we will provide notice and an opportunity to remedy the issue before suspension. We may act without prior notice in urgent cases.

We may update, replace, add, or remove features, catalog versions, models, infrastructure providers, or technical components over time. We will provide reasonable notice where a change materially reduces paid functionality.

We may update these Terms to reflect changes to the Service, law, security requirements, or business practices. Material changes will be notified through the Service, on our website, or by e-mail before they take effect. Where required, we will request renewed acceptance.

14. Termination

You may stop using Kodia at any time.

If you cancel a subscription, access to paid features continues until the end of the current paid billing period, after which the account moves to the applicable free or inactive status.

For prepaid accounts, unused credits are not refunded or transferred upon termination, except where required by law.

You may delete your account through the Service where that functionality is available or by contacting us.

Account deletion removes or anonymizes relevant account, practice, and chat data from active systems, subject to:

• legal, accounting, and tax-retention obligations;
• security and audit-log retention;
• unresolved payment disputes or legal claims;
• any obligations under a data processing agreement; and
• encrypted backups retained for the periods described in the Privacy Policy.

You should export any information you need before deleting your account.

We may suspend or terminate access if you materially breach these Terms. Where the breach can reasonably be remedied, we will normally provide notice and an opportunity to remedy it.

We may terminate or suspend access immediately where necessary because of unlawful conduct, fraud, intentional abuse, a serious security risk, repeated violations, or failure to pay amounts due.

Termination does not affect rights and obligations accrued before termination. Sections relating to payment, intellectual property, confidentiality, disclaimers, liability, governing law, and provisions that by their nature should survive will remain effective.

15. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available”.

Kodia does not warrant that:

• the Service will always be available, uninterrupted, secure, or error-free;
• suggestions will be complete, accurate, current, or applicable to every case;
• catalog content will be updated immediately following every regulatory or tariff change;
• use of a suggestion will result in payment or reimbursement;
• a payer, insurer, authority, auditor, or other third party will accept a code or billing position; or
• the Service will meet every Customer-specific requirement.

Suggestions may contain errors, omissions, outdated information, or interpretations that differ from those of insurers, tariff organizations, authorities, or other professionals.

Kodia does not provide medical, legal, tax, or accounting advice. You remain responsible for obtaining appropriate professional advice and for all coding, billing, documentation, and compliance outcomes.

16. Limitation of liability

To the maximum extent permitted by Swiss law, Kodia is not liable for:

• indirect, incidental, special, punitive, or consequential damages;
• loss of profits, revenue, business, opportunity, goodwill, or anticipated savings;
• billing denials, reimbursement reductions, recoupments, fines, penalties, or disputes with insurers or authorities;
• loss or corruption of data where the Customer has failed to maintain appropriate records or backups; or
• damages resulting from reliance on a suggestion without the review required by these Terms.

To the maximum extent permitted by Swiss law, Kodia’s aggregate liability arising out of or relating to the Service or these Terms is limited to the greater of:

• CHF 100; or
• the total fees paid by the Customer to Kodia during the 12 months immediately preceding the event giving rise to the claim.

This limitation applies regardless of the legal basis of the claim and in aggregate across all related claims.

Nothing in these Terms excludes or limits:

• liability for unlawful intent or gross negligence;
• liability that cannot validly be excluded or limited under applicable Swiss law; or
• the Customer’s obligation to pay fees and other amounts legitimately due.

17. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Service are governed by substantive Swiss law, without regard to its conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to any mandatory place of jurisdiction prescribed by law, the courts of the Canton of Vaud, Switzerland, have exclusive jurisdiction.

18. Miscellaneous

Entire agreement

These Terms, together with any applicable order, subscription confirmation, and data processing agreement, constitute the entire agreement between Kodia and the Customer concerning the Kodia website, Kodia Chat, and the related self-service features.

The Privacy Policy describes and governs Kodia’s processing of personal data but does not form part of the contractual entire-agreement clause.

These documents replace any prior discussions, representations, or agreements concerning the same subject matter.

If there is a conflict:

• an applicable data processing agreement prevails for the processing of personal data on behalf of the Customer;
• an applicable order or subscription confirmation prevails for plan-specific pricing, users, features, and billing terms; and
• these Terms prevail for all other contractual matters.

Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be applied to the maximum extent permitted by law or replaced by a valid provision that most closely reflects its purpose. The remaining provisions will continue in effect.

No waiver

A failure or delay by either party in exercising a right under these Terms does not constitute a waiver of that right. A waiver is effective only if made in writing and applies only to the specific circumstances for which it is given.

Assignment

The Customer may not transfer or assign these Terms, an account, or a subscription without Kodia’s prior written consent.

Kodia may transfer these Terms as part of a merger, corporate reorganization, financing, sale of the Service or business, or transfer to an affiliated company, provided that the transfer does not materially reduce the Customer’s contractual rights.

Notices

Kodia may provide operational, contractual, billing, or legal notices by e-mail, through the Service, or by publication on the Kodia website where appropriate.

Notices sent by e-mail will be sent to the address associated with the Customer’s account. The Customer is responsible for keeping its contact information current.

Notices to Kodia must be sent to contact@kodia.ch, unless these Terms or an applicable agreement specify another method.

19. Contact

MS2 Partners Sàrl (CHE-240.674.424)
Route de Lausanne 15
1180 Rolle, Vaud, Switzerland
E-mail: contact@kodia.ch