Terms and Conditions

Terms and Conditions of xaxada AG

• Prices: in Swiss francs, excluding 8.1% VAT and SWICO recycling fees.

• Availability and price changes are expressly reserved.

• Payment: 100% prepayment for new customers, 70% prepayment for existing customers, 50% prepayment for public authorities.

• Hourly rates: Services based on time and materials: CHF 300.00 for management/consulting/project management, CHF 250.00 for system engineers, CHF 200.00 for service technicians and support.

• Expenses: CHF 1.00 per kilometer, CHF 30.00 per lunch/dinner. Other expenses such as hotel accommodations, etc., depending on the project.

• Travel time: Travel time is considered working time.

• Surcharges: From 7:00 PM and on Saturdays: 50% On Sundays and public holidays (national/cantonal/regional): 100%

• Hardware Warranty: According to the manufacturer's specifications

• Software Warranty: According to the manufacturer's specifications

• Data Backup: Before any intervention by xaxada AG, the customer must back up their data and programs in such a way that, in the event of an error by the service provider, this data and these programs can be restored undamaged by the customer. xaxada accepts no liability for data and programs.

• Retention of Title: The goods remain the property of xaxada AG until full payment of the purchase price. xaxada AG is entitled, pursuant to Art. 715 of the Swiss Civil Code (ZGB), to register this retention of title in the relevant retention of title register at the customer's place of residence or business without further cooperation from the customer and to notify the owner of the property in which the customer has installed the goods of the retention of title. Until full payment of the purchase price, the customer is not entitled to dispose of the goods, in particular to sell or encumber them.

• Our General Terms and Conditions apply.

General Terms and Conditions for Products and Services of xaxada AG

Subject Matter of the Contract

Customers are defined as legal entities and/or natural persons who purchase services and/or products from xaxada.

These "General Terms and Conditions for Products and Services" are an integral part of every service and/or product contract concluded with xaxada.

If the customer uses third-party services in addition to xaxada's services, the customer is responsible for complying with the terms of use of these third-party services and may be held directly liable for any damages incurred by xaxada. In particular, the customer is obligated to settle accounts directly with the third parties regarding the use of their services.

The customer further undertakes to comply with the applicable cantonal and federal legal provisions regarding data protection, telecommunications, and copyright law governing the data and information exchange initiated by them, and to comply with the product manufacturers' license terms.

xaxada sells hardware, software, services, accessories, onboarding, and training (hereinafter collectively referred to as "products") to the customer.

These "General Terms and Conditions for Products and Services" also apply to verbal orders and other contracts.

Place of Performance, Transfer of Benefits and Risks

The place of performance for services and products provided by xaxada is xaxada's registered office in Zuchwil, Switzerland. Unless otherwise agreed in writing, benefits and risks transfer to the customer at the place of performance.

All deliveries are made at the customer's expense and risk, even if delivery is carriage paid.

xaxada is entitled to make partial deliveries. The customer must pay for such partial deliveries according to their scope.

Set-off Prohibition

The set-off of any counterclaims by the customer against claims by xaxada arising from this contract is excluded.

Installation

The customer shall provide the installation equipment at their own expense and shall ensure that all necessary preparatory work is carried out so that the installation can commence and be completed without hindrance.

If the installation is prevented by the customer, all resulting costs shall be borne by the customer.

Costs for modifications to the electrical equipment to comply with the customer's house regulations or with regulations of national, cantonal, or local institutions shall be borne by the customer.

All installations and installation work shall be at the customer's expense. xaxada's applicable hourly rates shall apply.

xaxada disclaims all liability for any damages resulting from the customer's failure to comply with installation regulations.

Commencement, Duration, and Termination of the Product and/or Service Contract

The contract with the customer shall only be concluded, and xaxada shall only be bound, once xaxada has received the legally binding contract signed by the customer. In the case of verbally concluded contracts, the

The agreement is concluded upon acceptance by xaxada, and xaxada determines the commencement of product delivery or service use by the customer.

The agreement is concluded for an indefinite period, unless otherwise agreed in writing.

xaxada may terminate the agreement at any time with immediate effect for good cause.

Obligations and Rights of xaxada

xaxada provides the agreed services within the scope of its available financial and human resources and in accordance with the current state of the art. xaxada cannot guarantee the uninterrupted and correct provision of services. In the event of disruptions in the receipt and use of services, the customer is only entitled to withdraw from this agreement within the stipulated notice periods, provided that the customer immediately informs xaxada of the disruption in writing and has given them two reasonable deadlines in writing to remedy the issue. Announced interruptions are not considered disruptions.

xaxada provides the agreed services within the scope of its available financial and human resources in accordance with the current state of the art. xaxada cannot guarantee the uninterrupted and correct provision of services. The software, systems, and equipment provided to the customer for the use of the services remain the property of xaxada, and the customer acquires neither rights of disposal nor copyrights to them.

The services are available to the customer during the contractually agreed times.

xaxada is entitled to invoice the customer for any additional or total expenses incurred outside the scope of the contractual service agreement, at xaxada's current rates.

Customer's Obligations and Rights

The customer is responsible for adequately insuring any goods stored on xaxada's premises.

The customer is obligated to inform xaxada immediately of any defects, malfunctions, or unavailability of services or systems that come to their attention, and in particular of any unlawful or unauthorized use by the customer, their employees, third parties engaged by the customer, or unauthorized third parties (e.g., hackers).

xaxada is obligated to inform xaxada immediately of any defects, malfunctions, or unavailability of services or systems that come to their attention, as well as any unlawful or unauthorized use by the customer, their employees, or third parties engaged by the customer, or by unauthorized third parties (e.g., hackers).

[Note: The last sentence about xaxada's obligations and the customer's rights is unrelated and appears to be a separate, unrelated statement. It likely refers to a different customer's actions, but these are not directly related to the customer's actions.] The customer hereby agrees that xaxada may disclose information about them, specifically data concerning installations, the customer's contact persons, etc., to third parties, insofar as this is necessary for the provision and coordination of services by xaxada.

Equipment and products procured by the customer and provided to xaxada for the provision of services must comply with legal standards. For example, software products must be free of licensing defects.

Service Fees

The fees for services provided by xaxada to the customer are based on xaxada's current price list. xaxada may adjust the service fees at any time with 30 days' written notice, effective at the end of the month. The customer has the right to withdraw from the contract within 30 days of any fee adjustment to their disadvantage. This right of withdrawal applies exclusively to services and not to products.

Service fees are invoiced to the customer weekly or monthly. Service fees are payable in advance, net, unless otherwise agreed upon in the contract. The customer must use the bank account details provided on the invoice for all payments. Any bank or postal charges incurred by xaxada in connection with the payment will be invoiced to the customer with the next service fee invoice.

Liability

Before any intervention by xaxada, the customer must back up their data and programs in such a way that, in the event of an error by the service provider, this data and these programs can be restored without damage. xaxada disclaims all liability for data and programs.

To the extent permitted by law, xaxada excludes all liability for direct, indirect, and consequential damages, as well as for any damages incurred by its agents in fulfilling the contract. Any liability for damages on the part of xaxada is hereby excluded to the extent permitted by law.

xaxada disclaims all liability if the services are prevented by force majeure. The same applies to any other impediment that occurs independently of xaxada's will (interruption of service due to social conflicts, damage caused by natural forces, or faulty or unintentional defects in the transmission material provided by third parties, or complications resulting from changes in the intended use of a line by the carrier (e.g., Swisscom, Sunrise, etc.).

It is the customer's responsibility to protect and secure their IT systems and equipment used for xaxada services, as well as the data used for or accessible through xaxada services, including program data, from unauthorized access and manipulation.

Xaxada assumes no liability whatsoever for data, programs, devices, and other products. The customer must have insurance to cover the actions of Xaxada employees in the event of damage occurring during the performance of work carried out for the customer or for third parties on behalf of the customer.

The customer is liable for the content of any communications that they transmit or have processed by Xaxada.

The customer remains responsible for any damage to equipment installed by Xaxada.

The customer may be held liable for all damages incurred by Xaxada or third parties as a result of the provision of services under this agreement.

Confidentiality Agreement

Both parties agree not to disclose any information designated as confidential to any third party unless the other party expressly consents. In particular, the content of this agreement, as well as its appendices and attachments, are to be treated as confidential.

Purchase Price, Payment Terms

The purchase price and payment terms for the items are specified in the contracts. If nothing is mentioned, the following applies: Prices are ex works Zuchwil, net, uninsured, payable within 10 days, and, if a discount is granted, immediately after the invoice date without any cash discount. In case of late payment, interest of 2% per month plus processing fees may be charged. It is not permitted to withhold payments due to any complaints or warranty claims. Risk and title pass to the buyer upon dispatch of the goods.

The purchase price is due even if the customer is in default of acceptance.

The basis for the agreed purchase price is the catalog price at the time of contract conclusion. Should the catalog price increase before delivery of the items, the purchase price will be subject to a corresponding surcharge. The same applies analogously in the event of a decrease in the catalog price, provided that xaxada benefits from a price reduction guarantee from its supplier for the items in question.

xaxada is entitled to withdraw from the contract and demand the return of the goods if the customer defaults on payment.

Accessories

All software accessories and consumables used on the systems supplied by xaxada must be approved by xaxada in writing beforehand. Otherwise, xaxada rejects all liability and warranty claims.

Delivery Time

Delivery times are stated by xaxada to the best of its knowledge; however, delivery dates may be exceeded in the event of unforeseen circumstances. In particular, significant operational disruptions and obstacles beyond xaxada's control entitle xaxada to a reasonable extension of the delivery time, depending on the extent of the hardship. Delayed deliveries do not entitle the customer to withdraw from the contract or claim damages.

Delay

Claims for damages against xaxada due to delivery delays are excluded.

Retention of Title

The goods remain the property of xaxada until full payment of the purchase price.

xaxada is entitled, pursuant to Art. 715 of the Swiss Civil Code (ZGB), to register this retention of title in the relevant retention of title register at the customer's place of residence or business without further cooperation from the customer, and to notify the owner of the property in which the customer has installed the goods of this retention of title.

Until full payment of the purchase price, the customer is not entitled to dispose of the goods, in particular to sell or encumber them.

Product Warranty

From the date of delivery, xaxada guarantees for a period of 3 months, or up to 1 year for certain hardware, that the goods are free from defects in materials and workmanship under normal use. The warranty conditions and duration are always dependent on the manufacturer's warranty.

Any complaints by the customer must be submitted in writing within the warranty period and include a precise description of the defect. Contract cancellation, price reductions, and claims for damages due to any defects are excluded.

The customer's warranty claims are limited to the free rectification of the defect by xaxada, whereby xaxada decides whether the defective system component should be repaired or replaced. Costs for transport, travel, and expenses are covered by xaxada if stipulated in maintenance contracts. Otherwise, the customer must deliver and collect the defective part from xaxada in Zuchwil.

The following are specifically excluded from warranty coverage:

Repair of malfunctions caused by unauthorized personnel;

Defects resulting from the use of software accessories and consumables not recommended by xaxada;

Damage resulting from improper use

Operation, damage caused by natural disasters, and consequences of power outages are excluded.

Any further liability or obligation for direct or indirect damages in connection with the sale and use of the items is excluded.

Delivery

xaxada will deliver the hardware to the customer at the company's headquarters in Wilen/Sarnen or at the service center in Zuchwil.

Insurance

The customer is obligated to adequately insure the items against all risks until they have been fully paid for. The customer hereby assigns the insurer's claims to xaxada. This assignment is limited to the portion of the purchase price still owed by the customer. xaxada is entitled to inspect the insurance policy taken out by the customer at any time.

Final Provisions

These General Terms and Conditions of Service, together with the documents mentioned above in Section 1.2, and the service agreement, conclusively govern the rights and obligations between xaxada and the customer.

In the event of discrepancies between different language versions of the individual contract documents, the German version shall prevail.

Applicable Law: This contract is governed by Swiss law.

Transferability: xaxada may transfer all or part of its rights and obligations under this contract to third parties at any time.

Jurisdiction: The place of jurisdiction for all rights and obligations arising from this contract is Zuchwil, Solothurn. However, xaxada is also entitled to bring legal action against the customer at its place of residence or business before any other competent court.

Amendments: All amendments form an integral part of this contract and are only valid if they are in writing and legally signed by both parties.