Legal matters

General Terms and Conditions (GTC)

Scope and conclusion of contract
These General Terms and Conditions (GTC) govern the general aspects of the provision of services by Exxas AG (hereinafter referred to as Exxas) to the customer within the framework of a contract or order. Reference may be made to these GTC in a contract, an offer, a quotation or an order. These GTC shall then be deemed an integral part of the respective contracts and orders. An offer may also be accepted by implied action, namely by the customer accepting or using the services of Exxas. The GTC shall also apply to all future relationships between the two parties without the need for express confirmation each time. In the event of contradictions between individual contracts and orders and these GTC, the provisions of the corresponding contract or order shall take precedence over those of these GTC. The customer expressly waives its own general terms and conditions and accepts these GTC in full. The use of the customer's own order forms shall not affect this provision, irrespective of any provisions to the contrary on the said order form. Unless otherwise stated, Exxas offers are valid for 10 days. Exxas may amend these GTC at any time; the new version of the GTC shall apply to all contracts concluded after their entry into force.

Services

Services from Exxas
Exxas shall provide the services agreed in the contracts and orders. Services not explicitly listed in the contractual document (e.g. offer) are not included in the scope of services and shall be invoiced separately on a time and material basis. The documents belonging to the offer (illustrations, brochures, etc.) are only relevant if they are expressly designated as binding by Exxas. A contractual service is only owed if the contract or order expressly stipulates this and designates it as work. Exxas shall fulfill its contractual obligations carefully and professionally in accordance with the contractual service description. Exxas may call in auxiliary persons, third parties (in particular subcontractors) or employees of such third parties to fulfill its obligations. Deadlines for delivery, installation and commissioning are approximate and non-binding without express assurance.

Obligations of the customer
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Compensation and expenses
The customer shall pay the remuneration provided for in the contracts or orders for the services provided by Exxas. All amounts are exclusive of VAT and any other charges. Services requested by the customer, the prices of which have not been specifically agreed, shall be invoiced according to actual expenditure at the standard rates of Exxas applicable at the time. Exxas shall invoice the time spent in 15-minute increments. As a minimum, a job (e.g. support, telephone clarifications, user support) takes 15 minutes. This covers the recording of the message (e.g. by telephone or e-mail), the order entry with target status and the connection to the customer. Remuneration is due in accordance with the agreed payment plan. Exxas shall assert due claims by means of an invoice. Invoices are payable net within 30 days. Unless otherwise agreed, commercial products such as hardware and software shall be invoiced separately upon receipt by Exxas or the customer. The customer shall be in default without further reminder after expiry of the payment period. Default interest of 5% p.a. shall be deemed agreed. If the customer is in arrears with a payment, Exxas may make the provision of further services under the contracts and orders dependent on the full payment of outstanding invoices and, at its discretion, also on advance payments or other securities. Failure to meet the payment deadline shall trigger default of payment without an express reminder. Exxas shall remind the customer in the form of a payment reminder or overdue notice. If no payment is received within the payment period of the reminder or payment reminder, Exxas may pursue the customer and is entitled to 5% interest on arrears from the expiry of the payment period of the invoice as well as compensation for all reminder, collection, legal and court costs. If Exxas is forced to pursue the customer, Exxas will claim all current receivables, expenses not yet invoiced and all future receivables for concluded contracts and subscriptions up to the end of the respective contract. Offers do not include travel, catering and accommodation expenses or transportation and delivery costs. Unless otherwise agreed, these costs shall be borne by the client and will be invoiced separately. If an order is canceled prematurely by the customer, the hours actually worked will be invoiced regardless of the result achieved. If an order with a planned work volume of up to 8 hours is canceled or postponed by the customer within 4 working days before an agreed deadline, 50% of the agreed time or Exxas' estimated time expenditure will be invoiced. This provision shall not apply in the event of a termination or postponement due to force majeure. If an order with a planned work volume of more than 8 hours is canceled or postponed by the customer within 10 working days before an agreed deadline, 50% of the agreed time or Exxas' estimated time expenditure shall be invoiced. This provision shall not apply in the event of a termination or postponement due to force majeure.

Support and cooperation obligations
The customer ensures that all required cooperation obligations are provided in a timely manner, to the necessary extent, and free of charge for Exxas. The cooperation obligations are essential obligations of the customer. The customer shall actively and promptly support Exxas or its employees and the third parties engaged by it for the performance of its services in every reasonable way, participate therein, undertake the necessary preparatory and provision actions (including the procurement of all necessary rights and permits), and grant the necessary access to its premises and resources. Furthermore, the customer is obliged to provide in a timely manner all data, information, and documents that could be relevant for the processing of the individual contracts and services of Exxas. Data that needs to be further processed and exists in electronic form must be provided to Exxas electronically in a generally accepted, machine-readable format. If the customer does not comply with these obligations or its duties, the resulting consequences (e.g., delays, additional expenses, etc.) shall be borne by the customer. The customer shall compensate Exxas for the additional expenses at Exxas's respectively valid standard rates, unless the violation of its obligations is solely the responsibility of Exxas. If Exxas bears partial responsibility, the additional expenses shall be borne proportionally by both parties.

Duty to inform
The parties shall inform each other of developments, incidents and findings that may be of importance to the other party in connection with the fulfillment of the individual contracts or for the contractual relationship as a whole, provided that this does not conflict with any statutory or contractual confidentiality obligations.

Right of redemption in the event of default of payment / retention of title and its security
Exxas shall be entitled to withdraw its contractual performance after the unused expiry of the payment period. This also applies to services in that the systems concerned are deactivated or switched off by Exxas. The customer must provide Exxas with access at all times when taking them back. The withdrawal of the contractual performance shall not constitute a withdrawal from the relevant contract, unless this is expressly declared by Exxas. Exxas and third-party suppliers shall remain the owner and holder (retention of title) of all contractual and third-party products delivered and work results created until full payment of the total price and fulfillment of all other payment conditions.

Acceptance
Acceptance of all products supplied by Exxas, including system software and configurations, shall be carried out in accordance with the test specifications provided by Exxas. If installation is carried out by Exxas, acceptance shall take place at the same time as installation. Products and services that are not included in the purchase price shall be deemed to have been accepted 14 days after delivery if the customer does not claim before the expiry of this period that the product does not comply with the Exxas Informatik specifications.

Delay
Unless otherwise agreed in writing, performance obligations of Exxas shall not be deemed to be expiry date transactions. Deadlines shall be deemed to have been met upon provision of the service by Exxas. If Exxas is in default, the customer shall grant Exxas a reasonable grace period twice in writing.

Warranty

Warranty for commercial customers
Exxas provides its services professionally and carefully. The warranty and liability shall extend to the warranted characteristics of the contractual scope of performance. Warranted characteristics shall only be those which have been designated as such (warranties or warranted characteristics) by Exxas in writing. The limitation period shall be six months from acceptance of the services or installation or acceptance by the customer if installation has been waived. Exxas does not guarantee that the services or works provided or delivered by it can be used without interruption and without errors in all combinations desired by the customer, with any data, IT systems and programs. Finally, Exxas does not owe any success. The warranty shall not apply if the customer modifies the hardware or software himself or has it modified by third parties and cannot prove that the defects complained of were not caused in whole or in part by such modifications and that the rectification of defects is not made more difficult by the modifications. In addition, the warranty shall lapse if the customer does not properly fulfill his obligations to cooperate.

Warranty for third-party products
Exxas cannot assume any warranty or guarantee for products (e.g. hardware and software) from third parties, or the warranty or guarantee shall be limited to Exxas claiming warranty rights from the third party at the customer's expense on the basis of the third party's statutory or contractual provisions (e.g. GTC). Exxas shall assign all warranty claims against such third-party providers to the customer. If the defect in a product used from a third-party provider (e.g. manufacturer) leads to additional expense on the part of Exxas (e.g. reinstallation or reprogramming of a defective device), this additional expense shall be borne by the customer, unless it can be passed on to the third-party provider. In individual cases, Exxas shall inform the customer about repair and spare parts supply contracts (e.g. Care Packs) from suppliers and recommend a sensible option. If the customer rejects this despite the recommendation, he shall bear the consequences such as time delays and additional costs himself. The customer is solely responsible for data backup. Even in the case of orders placed or contracts concluded, the responsibility for data backup and restoration remains with the customer. Exxas does not explicitly offer any services or contracts that transfer responsibility for data backup to Exxas. Offers, such as Active Monitoring, are only intended as support for monitoring data backups.

Industrial property rights and rights of use for software
All property rights to software products are and remain the property of the manufacturer or supplier of the software. The customer acknowledges that the manufacturer or supplier may demand the cancellation of the license granted and the return of the product in the event of a breach of the terms of use or license. In the event of non-compliance with the license terms, the customer shall be liable to the manufacturer or supplier of the software.

Liability
In the event of breach of contract, Exxas shall be liable for the proven damage unless it proves that it is not at fault. Exxas shall have unlimited liability for damage caused intentionally or by gross negligence. In the event of slight negligence, Exxas shall be liable for personal injury without limitation, for damage to property up to the amount of CHF 50,000 per loss event and for financial losses up to a maximum of CHF 5,000 per loss event. In no event shall Exxas be liable for consequential damages, in particular loss of profit or loss of data or reputation. Exxas shall not be liable if the provision of the service is temporarily interrupted, wholly or partially restricted or impossible due to force majeure. Force majeure includes, in particular, natural events of particular intensity (avalanches, floods, landslides, etc.), warlike events, riots, unforeseeable official restrictions, etc. If Exxas is unable to fulfill its contractual obligations, the fulfillment of the contract or the deadline for the fulfillment of the contract shall be postponed in accordance with the event that has occurred. Exxas shall not be liable for any damages incurred by the customer as a result of the postponement of the fulfillment of the contract.

Data protection and confidentiality
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Both parties commit to complying with applicable data protection laws and to extending this obligation to their employees, auxiliary personnel, and engaged third parties. Furthermore, both parties commit themselves, their employees, other auxiliary personnel, and engaged third parties, to treat all non-public documents and information received or learned in connection with the fulfillment of contracts as strictly confidential. This obligation of confidentiality remains indefinitely, even after the termination of the contractual relationship between the parties.

As IT professionals, Exxas employees are bound by strict professional secrecy and confidentiality. In their work at Exxas, employees gain access to highly sensitive information and confidential data. This includes, for example, patient data from doctors (medical secrecy), client data from lawyers (attorney-client privilege), personnel information, and customer/financial information from financial institutions (banking secrecy). Exxas has obligated all its employees and subcontractors to maintain confidentiality and professional secrecy. Without consent, information and data may not be disclosed to any third party, including relatives or life/marriage partners. This confidentiality obligation also extends to, among other things, the names of customers. The confidentiality obligation continues even if the employees are no longer working for Exxas. Violation of confidentiality is punishable by law and is penalized with imprisonment of up to three years or a fine for anyone who intentionally discloses secret information or data obtained or accessed in their capacity as an employee. Those who negligently disclose secrets are punishable by a fine of up to 250,000 Swiss Francs. If a customer is subject to professional secrecy (e.g., lawyer, doctor, trustee) and/or banking secrecy, they are obliged to transfer this confidentiality to their employees. This also applies if the customer stores, processes, and retains particularly sensitive information and data. Quellen Audio-Zusammenfassung erstellen

Obligation to inspect and give notice of defects
The customer is obliged to test delivered hardware, software or software parts for errors immediately upon receipt and to report any recognizable errors to Exxas without delay. Acceptance of all services and deliveries shall be deemed to have taken place at the latest if the customer has not raised any objections within 14 days of installation or handover of the agreed service.

Contract duration and amendment
Contracts come into force when they are signed or accepted in writing or ordered by the customer. If contracts are not limited in time, they shall be deemed to have been concluded for an indefinite period with regard to the continuing obligation contained therein. Unless otherwise agreed, they may be terminated at the end of each contractual year subject to a notice period of three months. If a minimum term has been agreed, termination is possible at the earliest at the end of the minimum term. Amendments to the contract are only valid if they are confirmed in writing by both contracting parties. The right to extraordinary termination for good cause remains reserved at all times.

Non-solicitation clause
Both contracting parties must refrain from doing anything that could impair the competence and ability to act of the other contracting party. In particular, but not exclusively, both parties are prohibited from poaching employees of the other party or encouraging them to apply for a job and employing them as employees or binding them to themselves through another form of cooperation (assignment, contract for work). Employees of both parties who have left the company may not be commissioned or employed by the other party for a period of 3 years after termination of the employment relationship. This shall also apply if the business relationship between the contracting parties has been terminated. In the event of a breach of this provision, the party in breach of contract shall owe a contractual penalty for each individual case in the amount of one gross annual salary of the poached employee, but at least CHF 50,000.00. The right to claim further damages, in particular the recruitment and training costs incurred as a result of the poaching, remains reserved. Payment of the contractual penalty does not release the parties from compliance with the non-solicitation clause.

Further regulations
The offsetting of claims of one contracting party against counterclaims of the other party requires prior express written agreement. Should individual provisions of the contracts and orders prove to be void or ineffective, this shall not affect the validity of the remaining provisions of the contracts and orders. In such a case, the parties shall adapt the contract or order in such a way that the purpose of the void or ineffective provision is achieved as far as possible. All contracts and orders between the customer and Exxas shall be governed exclusively by Swiss law. The place of jurisdiction for any disputes arising from or in connection with the contractual relationship between the parties, a framework agreement and all individual contracts shall be Schlieren exclusively. However, Exxas may also sue the customer at its registered office/domicile.