General Terms and Conditions.

1Scope and Applicability

These General Terms and Conditions (GTC) govern all legal relationships between customers (hereinafter «Customers») and Adivera AG (hereinafter «Adivera») and apply to all services, Adivera products and third-party products distributed by Adivera. The GTC form an integral part of all contracts concluded between Customers and Adivera, unless expressly agreed otherwise. Provisions deviating from the GTC become legally binding only if expressly offered by Adivera or expressly accepted by Adivera in writing. Notices and agreements in text form transmitted or recorded by electronic means (e-mail, etc.) are deemed equivalent to written form. Conflicting general terms and conditions of the Customer do not become part of the contract, even where Adivera performs a contract without expressly objecting to such terms.

2Description of Services

Adivera provides IT services in the areas of consulting, software development, infrastructure solutions and support services, distributes third-party software and hardware products and manufactures IT products. The content and scope of the individual services and products result from the service descriptions contained in the respective contracts, agreements and order confirmations (hereinafter «Service Descriptions»). The content specifically agreed in these Service Descriptions takes precedence over the GTC. For third-party products, the manufacturer's specifications apply. Adivera's services are provided against remuneration on a time-and-materials basis and without responsibility for a specific result, unless expressly agreed otherwise.

3Offers, Entry into Force of Contracts

All information provided by Adivera in brochures, price lists and other publications as well as information available online is non-binding and constitutes a mere invitation to submit an offer, unless expressly stated otherwise. Offers are generally deemed indicative offers. Binding offers must be specifically designated as such, e.g. as a «binding offer». Such offers are valid for 30 days, unless expressly stated otherwise in the binding offer. For offers of third-party products, the daily price applies.

A contract enters into force on the date of signature by the parties or, where the contract specifies an earlier effective date, at that time. In any event, a contract enters into force at the latest upon commencement of use of the service or delivery of the product or third-party product. Where services, products or third-party products are ordered orally, the order is generally confirmed in writing and is deemed validly placed unless revoked by the Customer immediately upon receipt of the confirmation.

4Terms and Conditions of Payment

4.1General

The Customer pays for the individual services, products and third-party products a price resulting from the respective contracts, agreements and order confirmations and/or price lists.

4.2Hourly Rates

The applicable hourly rates for services are governed by the current Adivera price list.

4.3Travel Expenses

Travel expenses are charged either on the basis of actual expenditure or in the form of travel flat rates, plus value added tax. A travel flat rate covers the transport costs and the time expenditure for one person.

4.4Invoicing / Payment Terms

Where a project lasts more than one month, monthly invoices are issued. The final invoice is issued immediately upon completion of the work. Maintenance and support contracts are based on advance payment of a service block of a defined amount. All prices and fees are exclusive and strictly net, in Swiss francs. Value added tax and expenses (charges, shipping and packaging costs, insurance, travel costs, off-site meals, etc.) are invoiced to the Customer additionally at the respective amount. All invoices and claims of Adivera against its Customers become due immediately and must be paid without deduction by the date stated on the invoice. Objections or substantiated challenges may be submitted within this period, but no later than 30 days after the invoice date. After expiry of this period, the invoice is deemed approved. The due date is also the forfeiture date. If a Customer has neither settled the invoice nor raised substantiated objections against it by the date stated on the invoice form under payment arrangements, default interest of five percent (5%) per annum as well as reminder fees are owed from the due date, without any further notice of default being required. In the event of default of payment by the Customer, Adivera is entitled to suspend its services without compensation and without further reminder, to initiate debt enforcement proceedings after a warning and to have collection carried out by a third party at the Customer's expense. Deductions from the invoice amounts payable are not permitted, whether by set-off against any counterclaims or on any other grounds.

4.5Extended Payment Terms

Adivera may require measures to secure its claims in the form of advance payments, bank guarantees, etc.

4.6Price Changes

Adivera reserves the right to adjust prices, fees and rates to its then-current price lists for contracts with a term exceeding one year. Price changes are announced to the Customer at least one month in advance.

5Retention of Title

Products and third-party products delivered by Adivera remain the property of Adivera or the third-party supplier until full receipt of the remuneration, and the Customer is not entitled to resell or pledge them. The Customer is obliged to cooperate in measures to protect the property of Adivera or the third-party supplier. The Customer authorises Adivera or the third-party supplier to register the ownership in the relevant retention-of-title register and to notify the landlord of the Customer's business premises thereof. If the remuneration agreed with the Customer is not paid within the payment period, Adivera is entitled to charge the costs of registering the retention of title to the Customer.

6Dates, Delivery Periods and Service Hours

Dates and delivery periods are non-binding unless expressly agreed otherwise in writing. Adivera always endeavours to meet the agreed dates. However, Adivera cannot guarantee their observance, and the Customer is not entitled to assert claims of any kind on account of delays. Any failure to meet dates also does not entitle the Customer to withdraw from or terminate the contract. Any binding delivery periods and delivery dates stated by Adivera are subject to correct and timely delivery by suppliers and manufacturers. Adivera generally provides its services during normal working hours, Monday to Friday 9.00 a.m. to 5.00 p.m. (business hours), excluding local public holidays at the respective Adivera branch.

7Involvement of Third Parties

Adivera is entitled to involve third parties in the performance of the contract. Adivera is liable for the services of third parties involved only with respect to their careful selection and instruction.

8Obligations of the Customer

a. The Customer is obliged to carry out all technical, operational and personnel-related preparatory and support activities incumbent on it in relation to the services to be provided by Adivera correctly, in good time and free of charge. In particular, the Customer shall make available in good time the information and material resources required for the provision of the services and grant Adivera the access required for the performance of the contract. The Customer designates a contact person for Adivera who has exclusive decision-making authority with regard to all operational matters of the services to be provided and who has the necessary time resources.

b. The Customer is obliged to follow all instructions of Adivera concerning the use of hardware and software and the use of Adivera systems and to take all reasonable security precautions (including for the protection of equipment owned by Adivera). Any change of location must be notified to Adivera without delay. Furthermore, hardware and software may not be modified by the Customer or connected to other devices.

c. The Customer ensures that the services, products and third-party products for which it has concluded a contract with Adivera are used in accordance with the law and the contract. It is obliged to comply with all statutory provisions and assumes sole responsibility for the content of the data present on its systems and storage media. Adivera rejects any liability in this respect. The Customer is obliged to hold Adivera harmless from all claims of any kind asserted by third parties against Adivera in connection with the Customer's use of Adivera's services.

d. If the Customer fails to fulfil its obligations described above comprehensively or in good time, Adivera bears no responsibility whatsoever for any performance not in accordance with the contract. If delays or additional expenditure arise, Adivera may demand the adjustment of the agreed dates and an increase in the remuneration. If the Customer fails to fulfil its obligations even after a reasonable grace period has been set, Adivera is additionally entitled to demand full compensation for the damage incurred. Termination of the contract without notice remains reserved.

e. Operational regulations of the client, in particular safety regulations, working-time rules and/or house rules, can only be complied with if they are communicated to Adivera in writing before commencement of the work.

9Delivery, Inspection and Default of Acceptance

9.1Delivery of Products and Third-Party Products

Delivery is generally made at Adivera's discretion and at the Customer's risk and expense. Complaints regarding damage, loss or destruction during transport must be addressed by the Customer directly to the relevant transport company. The Customer must confirm receipt of the products by signing the delivery note enclosed with the delivery. The Customer must inspect the deliveries immediately upon receipt and submit any complaints in writing within ten (10) days. If it fails to do so, or if it puts the delivered products into productive use, the delivery is deemed accepted. Adivera will forward complaints to the respective third-party supplier for handling.

9.2Inspection and Acceptance of Services

The Customer must inspect Adivera's services immediately after completion of the service provision or after receipt of the notification of operational readiness and notify any complaints or defects in writing within ten (10) days at the latest. To the extent that Adivera bears responsibility for a specific result, defects are remedied by Adivera in accordance with the provisions of clause 14, Warranty. Other complaints are handled by Adivera at its own discretion. If the Customer fails to carry out the inspection or acceptance in good time, or puts the services into operational use beforehand, they are deemed approved and accepted. Minor defects that do not materially impair the Customer's operations do not constitute grounds for refusing acceptance.

9.3Default of Acceptance

If the Customer is in default of acceptance, Adivera is entitled to store ordered hardware and software, or hardware and software provided in connection with Adivera's services, at the Customer's expense and risk, to suspend the provision of services and, after the unused expiry of a reasonable grace period set for acceptance, to withdraw from the contract. In this case, the Customer must pay for all services provided by Adivera and compensate Adivera for any damage incurred.

10Intellectual Property

a. Adivera or its licensors remain the owners of all intellectual property rights connected with the provision of the services and of the related documents and documentation. This also applies where modifications or extensions are made by Adivera. Where agreed in writing, the Customer is granted, after full payment of the agreed remuneration, a non-transferable and non-exclusive right of use in the work results, documents, analyses or programs created by Adivera within the scope of the Service Descriptions. Programs provided to the Customer may only be used on specifically designated installations and systems and only for the Customer's own purposes, and may under no circumstances be reproduced, made available to or transferred to third parties. The Customer's right of use in standard software and documentation of third-party suppliers is governed by the provisions of those third-party suppliers. The Customer undertakes to comply with these provisions at all times.

b. In the event of usage violations or infringement of the intellectual property of Adivera, its licensors or third-party suppliers by the Customer, Adivera reserves the right to terminate the contract without notice for good cause. The assertion of damages and the claim to restoration of the lawful state remain reserved.

11Third-Party Rights

a. Adivera defends the Customer against all claims raised against the Customer in connection with Adivera's provision of services for infringement of a Swiss intellectual property right, provided that the Customer notifies Adivera of such claims in writing without delay and that Adivera is offered the exclusive conduct of any litigation and of all negotiations for the judicial or extrajudicial settlement of the dispute and is supported in this context.

b. If Swiss intellectual property rights of third parties have been infringed, or if in Adivera's opinion this is likely, Adivera may choose either to procure for the Customer the right to continue using the services concerned, to replace or modify them so that the infringement no longer exists, or to take back these services and refund the remuneration paid by the Customer less a reasonable compensation for the use made. The Customer has no other claims against Adivera in the event of infringement of intellectual property rights.

c. Adivera cannot be held liable for infringements of intellectual property rights where a claim arises from the use of services as per the Service Description in combination with services (hardware and software) not supplied by Adivera, or where an infringement of intellectual property rights is attributable to modifications of Adivera's services by the Customer or third parties.

d. For infringements of intellectual property rights by deliveries and services of third-party suppliers, the provisions on infringements of those suppliers apply. Adivera cannot be held liable for such infringements.

12Confidentiality

Both parties are obliged, including beyond the duration of the contractual relationship, to keep secret all manufacturing and business secrets made accessible to them as well as all other confidential information, data and documents received or perceived in connection with the preparation of offers, the preparation of the service provision, the contract negotiations or the performance of the contract, and to use them only within the scope of the contractual relationship. The parties have the right, subject to the confidentiality obligations, to communicate the cooperation and its content publicly.

13Data Protection

13.1Principle

Both parties undertake to comply with the data protection law applicable to them, in particular the Swiss Federal Act on Data Protection (FADP) and the Data Protection Ordinance (DPO) as well as, where applicable, the EU General Data Protection Regulation (GDPR).

13.2Processing as Controller

Adivera processes personal data of employees and contact persons of the Customer (in particular contact and communication data) as controller, to the extent necessary for the conclusion and performance of the contract, invoicing, maintaining the business relationship and complying with statutory obligations. Further information on the processing of personal data by Adivera can be found in the current privacy policy at www.adivera.com. The privacy policy serves informational purposes and does not form part of the contract.

13.3Processing on Behalf

Where Adivera processes personal data on behalf of the Customer in the course of providing its services (e.g. in the hosting, operation, support or maintenance of the Customer's systems and applications), the Customer is the controller and Adivera is the processor within the meaning of art. 5 lit. j and art. 9 FADP. In this case, the parties conclude a separate data processing agreement (DPA) governing the subject matter, scope, nature and purpose of the processing, the categories of personal data and data subjects, and the mutual rights and obligations. The DPA takes precedence over this clause 13 within its scope of application.

13.4Obligations of the Customer as Controller

The Customer remains responsible for the lawfulness of the processing of the personal data provided by it or on its behalf. In particular, it ensures that a sufficient legal basis exists for the processing by Adivera and that the data subjects have been informed where required. The Customer determines the purpose and means of the processing of the personal data within its area of responsibility.

13.5Data Security

Adivera takes appropriate technical and organisational measures in accordance with art. 8 FADP and art. 1 et seq. DPO to ensure the confidentiality, integrity and availability of the personal data processed.

13.6Involvement of Sub-Processors

The involvement of sub-processors by Adivera in the context of processing on behalf is governed by the respective DPA and requires the prior approval of the Customer in accordance with art. 9 para. 3 FADP.

13.7Disclosure Abroad

Personal data is disclosed abroad only in accordance with art. 16 et seq. FADP, i.e. to countries with an adequate level of data protection pursuant to Annex 1 DPO (including to companies in the USA certified under the Swiss-U.S. Data Privacy Framework) or on the basis of appropriate safeguards, in particular standard data protection clauses, or another legally provided basis.

13.8Notification of Data Security Breaches

The parties inform each other without delay of breaches of data security affecting personal data from the area of responsibility of the other party and support each other in fulfilling any statutory notification obligations.

14Warranty

a. Adivera is answerable to the Customer for the careful provision of its services in accordance with the contract. Adivera bears responsibility for a specific result only where this is expressly stipulated. Adivera cannot warrant that the products it supplies or the systems it supports can be used without interruption and without error in all desired combinations.

b. The warranty also lapses in the case of defects and malfunctions for which Adivera is not responsible, such as natural wear and tear, chance, force majeure, improper handling, interventions by the Customer or third parties, excessive use, unsuitable operating resources or extreme environmental influences. The warranty lapses in particular where a defect is attributable to third-party influence or a malfunction of the infrastructure used by the Customer, or where the Customer or third parties carry out interventions in hardware or software or manipulate or modify them without first obtaining Adivera's written consent. If the Customer takes products abroad, Adivera is likewise released from any warranty.

c. In a warranty case, Adivera remedies any defects at its own discretion (e.g. rectification, replacement delivery). If Adivera cannot remedy the defects within a reasonable period, the Customer is entitled to a reduction of the remuneration paid for the service concerned or, if the reduction in value reaches the amount of the remuneration paid, to a refund of the remuneration less a reasonable compensation for the use made, against return of the service concerned. Warranty claims must be asserted in writing within 10 days of the occurrence of a warranty case, stating precisely the defect and the circumstances of its occurrence. Services of Adivera exceeding the scope of the Customer's warranty claims are provided by Adivera where possible and invoiced in accordance with the then-current price lists.

d. For services and deliveries of third-party manufacturers, exclusively their warranty provisions and terms and conditions apply.

15Liability

a. Adivera is liable for damage to property, personal injury and financial loss up to a maximum amount of CHF 2,500,000. Any liability of Adivera for slight negligence is excluded in every case. Mandatory statutory liability provisions, in particular under the Product Liability Act, remain reserved.

b. Adivera's liability for auxiliary persons is excluded.

c. Any liability or obligation in connection with the provision of services by Adivera for other damage, in particular indirect damage, consequential damage such as lost profit, unrealised savings, additional expenditure or third-party claims or loss of data, as well as damage from delayed delivery, is expressly excluded to the extent legally permissible. Furthermore, Adivera is not liable for damage caused by chance, force majeure, third parties or outside the contract.

d. For third-party products, the manufacturer's provisions apply. Adivera rejects any liability for claims arising from the failure or faulty functioning of third-party products (for example, service costs for renewed removal and installation of software/hardware). Adivera undertakes vis-à-vis the Customer to provide regular information on the progress of orders and project work and to give notice of circumstances that could jeopardise contractual performance. Adivera is in no way liable for the performance of services by third-party suppliers. Adivera may, in consultation with and for the account of the Customer, assert contractual claims against third-party suppliers.

16Force Majeure

If, despite all due care, a party is unable to meet its contractual obligations due to force majeure such as natural events of particular intensity, acts of war, strikes, unforeseeable official restrictions, etc., performance of the contract is postponed in accordance with the event that has occurred.

17Export

The export of products subject to an export ban imposed by the import and export division of the Federal Department of Economic Affairs or by corresponding foreign authorities is prohibited. The Customer undertakes to comply with such export bans.

18Loyalty

The employment, or the direct procurement of services in any form, by the Customer of Adivera employees entrusted with the performance of services, or of subcontractors or sub-suppliers of Adivera, during and within one year after completion of the relevant contract performance requires the prior written consent of Adivera. In the event of a breach of this provision, a contractual penalty of CHF 100,000 is owed to Adivera (for recruitment and induction costs incurred).

19Amendments and Termination

19.1Amendments

Unless a specific change process is provided for in the Service Descriptions, the parties may at any time agree amendments to the Service Description in writing. In all other respects, Adivera notifies the Customer of amendments to the GTC, the order modalities, the contracts and agreements in good time. Amendments entitle the Customer to terminate the contract within the ordinary notice period. Without termination within this period, the amendments are deemed approved by the Customer.

19.2Termination

Contracts of indefinite duration may be terminated by either party in writing subject to a notice period of one month. In the case of fixed-term contracts, the contract term is tacitly extended by a further year in each case unless the contract is terminated subject to a notice period of one month before expiry of the contract term. Deviating agreements between the parties remain reserved. Adivera may terminate contracts at any time without notice by notification to the Customer and/or suspend its services and deliveries if the Customer breaches a material contractual provision, undertakes or tolerates illegal or offensive activities in connection with the use of Adivera's services, is in default with the payment of invoice amounts, becomes insolvent, is subject to compulsory enforcement measures, or if its economic situation otherwise changes in such a way that Adivera's rights are jeopardised.

20Partial Invalidity

Should individual provisions of these GTC be invalid or ineffective, this has no effect on the validity of the remaining provisions and the GTC as a whole. In such a case, the parties shall endeavour to replace the invalid or contestable provision with another valid and enforceable provision that comes as close as possible to the legal and economic substance of the repealed provision. The same applies to the filling of contractual gaps.

21Amicable Settlement

Both contracting parties undertake, in the event of disagreements, to attempt an amicable settlement before resorting to the courts and, to this end, to give the other party at least sufficient opportunity to submit a written statement.

22Applicable Law and Place of Jurisdiction

All legal relationships between the Customers and Adivera are subject to Swiss law. The exclusive place of jurisdiction is the registered office of Adivera. Adivera has the right to bring proceedings against the Customer at the place of jurisdiction of the Customer's registered office.