General Terms and Conditions

1. SCOPE

The general terms and conditions (hereinafter referred to as "GTC") apply to all legal transactions
concluded by Arpia AG (hereinafter contractor). Arpia AG reserves the right to change these GTC at
any time. The version of these General Terms and Conditions valid at the time of the conclusion of
an implementation or service contract is decisive, as long as these have not been explicitly defined
otherwise. Contractual partners of Arpia AG are hereinafter referred to as clients.

2. IMPLEMENTATION AGREEMENTS

1.1. IMPLEMENTATION AGREEMENT

Each new use or each new provision of IT services (project) requires the conclusion of an
implementation agreement or service contract.
The respective implementation agreement regulates the details, in particular the type and scope of
the service to be provided and the amount of the remuneration to be provided.
This framework agreement does not justify any claim to the conclusion of an implementation
agreement.

1.2. CONCLUSION OF IMPLEMENTATION AGREEMENTS

In accordance with this contract, including the project-specific appendices, the client sends the
contractor requests for offers for individual IT services.
Based on the offer request, the contractor can submit an offer to the client. If the offer deviates from
the client's request, the contractor will expressly point this out. The offer is exclusively free of charge.
Unless the offer is expressly limited, the Contractor remains bound for one month from the date of
the offer.
The client accepts the contractor's offer by signing an implementation agreement or the offer in
writing. Until the signing, the parties can withdraw from the contract negotiations without financial
consequences.

1.3. TERMINATION OF IMPLEMENTATION AGREEMENTS

The contracting parties may terminate the implementation agreements at any time, subject to the
notice periods and dates specified in the implementation agreement. If there is no provision for
termination in the implementation agreement, termination can be made within 30 days to the end
of the month.
In the event of a serious breach of contract and/or for another important reason, the other
contracting party may terminate an implementation agreement at any time without notice. Claims
for damages are reserved.
After the end of the implementation contract, the contractor must hand over all documents
received in connection with the fulfillment of the contract as well as all work results, regardless of
their form and storage medium, to the client without being asked

3. CONTRACTOR OBLIGATIONS

The contractor develops software conscientiously and carefully within the scope of the jointly
specified range of functions.

The contractor will carry out the overall work in close cooperation with the client and will provide
information on the status of the work at any time. At the request of the client, the contractor must
make all project-relevant data available in full within a month.
The contractor is expressly permitted to use products and services provided by external providers
unless otherwise stipulated in the implementation contract.
The contractor is obliged to ensure the data security of all project-relevant data until the data is
handed over.

The contractor is obliged to comply with the schedules and deadlines agreed with the client. The
contractor undertakes to inform the client immediately if there are processing difficulties or delays.

4. CUSTOMER'S OBLIGATION TO COOPERATE

The client has the following obligations to cooperate:
The client is obliged to provide the contractor with all data and documents relevant to the project.
The client is obliged to provide project-related personnel and participation in project management
as well as to ensure access to relevant data and workstations.
The client undertakes to carry out process-related interim tests and to ensure the partial
acceptance and acceptance of work results by his own personnel.
The client is obliged to comply with the schedules and deadlines agreed with the contractor. The
client undertakes to inform the contractor immediately if there are any delays.

5. DELIVERY DEADLINES

Firmly agreed delivery dates are valid as long as the customer provides the required documents
and meets agreed deadlines. Exceeding a delivery date due to causes for which the contractor is
not at fault does not entitle the client to withdraw from the contract or to hold the contractor
responsible for any damage incurred.
The client is aware that additional work and changes (change requests) can affect the initially
agreed dates.

Only delivery dates guaranteed in writing are binding. They are extended appropriately with written
notification by the contractor and the following conditions:

• if the service description is subsequently changed.
• if the contractor does not receive information that he needs for the execution in good time, or if
  the customer subsequently changes it.
• if the customer is in arrears with the fulfillment of his contractual obligations, namely if he does
  not comply with the terms of payment.
• if obstacles arise that are beyond the control of the contractor. Such obstacles are, for example,
  epidemics, mobilization, war, riots, significant operational disruptions, accidents, labor disputes, late
  or defective deliveries, official measures, and natural phenomena

6. PROJECT ACCEPTANCE & PROJECT TERMINATION

If the client does not accept the project within 30 days of the announced completion, the contractor
is entitled to invoice the project in full and to store the data at the client's expense.
If an order that has already been placed is canceled or terminated during the creation, the
contractor is entitled to invoice all expenses actually incurred and any lost services, including any
third-party costs. In the case of objectively justifiable reasons (e.g., technical errors/problems) that
do not allow a meaningful continuation of an order or a service, the contractor is entitled to
terminate parts or the entire contract without notice.
There is no claim for liability for indirect damage and consequential damage or for lost profit

7. LIABILITY

The contractor is liable to the customer for the careful execution of the orders accepted for
processing to the best of his knowledge and belief.
Both parties are liable for proven damages in the event of a breach of contract, unless they can
prove that they were not at fault. Damage caused intentionally or through gross negligence as well
as personal injury are to be compensated by the parties without restriction. In all other cases,
liability for property damage and financial loss is limited to CHF 500,000 per event and calendar
year. Liability for direct and indirect damage from defects (claims for damages) that goes beyond
the value of the goods or services cannot be asserted. The contractor is not liable for lost profits and
consequential damages.
The contractor assumes no liability for third-party products and services and no guarantee for their
function. This applies to the use of open-source products and their extensions. These are offered
and used unchanged if no change is expressly mentioned in the implementation contract.
The contractor assumes no liability for additional expenses or postponements that occur due to an
external provider. Costs incurred due to additional work or postponements run outside the regular
project budget and are fully charged to the client.
Defects
Justified defects for which the contractor is responsible must be reported within the applicable
period according to the offer/contract. The contractor then offers repair or replacement delivery at
the choice of the contractor. The rectification will be charged to the client at cost, unless otherwise
agreed in the implementation contract.
If the defect cannot be remedied within the applicable period or if the repair or replacement
delivery is to be regarded as having failed for other reasons, the customer can remedy the defect
himself and demand reimbursement of the necessary expenses, reduce the payment or withdraw
from the contract. The customer's right to an advance payment for the repair of defects himself is
expressly excluded.
It can only be assumed that the rectification or replacement delivery will fail if the contract

8. COMPLIANCE WITH COPYRIGHTS BY THE CLIENT

The reproduction of all templates, samples and the like handed over to the contractor takes place
under the condition and assumption that the client owns the corresponding reproduction or
copyrights. The contractor cannot be held liable for violations of copyrights by the client

9. ADDITIONAL EFFORT

A cost estimate is not binding and is only used to estimate costs, so the actual cost charged may
vary.
Additional expenses caused by the client as a result of revision or modification of templates as well
as changes made after the start of the order can be charged additionally by the contractor. The
client can request additional budgeting, which is subject to a fee.

10. EXPERIENCE LEVEL DEFINITIONS

The titles of the defined employees to be deployed are as follows.
Title Years of Experience
Junior <3
Professional 3-5
Senior 5-10
Expert >10

11. INVOICING

The consulting and programming services provided are invoiced at the end of the month, unless
otherwise agreed in the implementation agreement, and are payable within 30 days. Invoices can
only be complained about by the client within this payment period. Unpaid, unclaimed invoices are
considered overdue after the payment deadline (see Section 12).

12. DEFAULT IN PAYMENT

In the event of a delay in payment, the contractor reserves the right to charge standard interest and
a processing fee for the reminder. Furthermore, in the event of default of payment, the copyrights
and other intellectual property rights created or initiated by the contractor under this contract shall
remain with the contractor until the corresponding payments have been received.

13. INTELLECTUAL PROPERTY

By signing this contract, the contractor transfers to the client the copyright and other intellectual
property rights created or initiated by him within the framework of this contract, including
modification and processing rights.
All data developed within the scope of this contract (ideas, software developments, programming,
programs, work processes, image data, graphic templates, matrix) are the property of the client and
may not be copied by the service provider for its own purposes or used or passed on after the end of
the contractual relationship.

14. OBLIGATION OF SECRECY

The contractor undertakes to keep confidential all technical and economic information that he
receives in connection with this contract or the execution contract, regardless of whether this
information comes from this contract or from third parties.
The contractor also undertakes to keep confidential and secret all manufacturing and business
secrets for which the client has not granted written release, all information about software

development, work processes, tools used, customers and suppliers, and know-how. This
confidentiality obligation continues indefinitely after the end of the contract.
Taking data protection into account and unless otherwise stipulated in the implementation
contract, the contractor may use the order or service for advertising purposes and PR activities. The
order won may also be communicated to third parties before the order (website, application, etc.) is
completed.

15. SEVERABILITY

Should individual provisions of these GTCs, the implementation contract or the appendices be
legally ineffective or unenforceable, the validity of the contract and the appendices shall remain
unaffected. In such a case, the parties will reach an agreement that replaces the relevant provision
with an effective provision that is as economically equivalent as possible.

16. PLACE OF JURISDICTION

The exclusive place of jurisdiction for all legal disputes arising from or in connection with services
provided by Arpia AG is CH-8808 Pfäffikon.

17. COPYRIGHT NOTICE

Arpia AG holds all rights, namely copyrights, to these General Terms and Conditions.
Any reproduction, distribution or other use is prohibited and only permitted with the express
written consent of Arpia AG. Arpia AG reserves the right to take all legal action if this requirement is
violated.