General Terms and Conditions (GTC)

1. Scope and Applicability

1.1These General Terms and Conditions (GTC) govern the conclusion, content and execution of contracts between bluematic AG (hereinafter "Service Provider") and its customers (hereinafter "Service Recipient") for all types of services in the field of information technology and telecommunications (ICT). They apply to:

• ·IT projects (contracts for work or similar project-related services)
• ·IT support and maintenance/care services
• ·Trade in IT hardware (aspects of purchase or lease law)
• ·Software licensing and other ICT services

1.2By submitting a request for proposal or at the latest upon acceptance of an order, the Service Recipient agrees to these GTC. The Service Recipient's own general terms and conditions shall not apply, even if reference is made to them in the order or other documents, unless they are expressly accepted in writing by bluematic AG.

1.3Deviations from these GTC must be expressly identified in the proposal or in the contract document and require written confirmation by both parties to be valid.

2. Contract Components and Order of Precedence

2.1In the event of conflicts between the terms of individual contract documents, the following order of precedence shall apply:

1. 1.Contract document (individually negotiated contract or order form)
2. 2.These GTC of bluematic AG
3. 3.The proposal
4. 4.Any specifications document

Deviating agreements in the contract document take precedence over these GTC.

3. Proposal

3.1Proposals from bluematic AG (including presentations) are generally provided free of charge, unless otherwise agreed.

3.2If the proposal deviates from a request for proposal, bluematic AG shall expressly draw the Service Recipient's attention to this.

3.3Unless otherwise specified, bluematic AG is bound by the proposal for 14 days from the proposal date.

3.4Until the contract document is signed or the proposal is accepted in writing (order), both parties may withdraw without financial consequences, provided no chargeable additional services have already been rendered and no alternative binding periods have been agreed.

4. Products and Services, Deliveries

4.1The type, scope and characteristics of products (e.g. hardware, software) and services (e.g. IT projects, maintenance, support) shall be governed by the contract document.

4.2For hardware, the transfer of benefit and risk occurs upon receipt of delivery by the Service Recipient at the place of performance. For software, upon the corresponding installation or activation of the regular licences.

5. Performance of Services

5.1The contracting parties shall inform each other without delay of all circumstances that endanger or could endanger the contractual performance.

5.2bluematic AG provides its services using recognised methods and current standards, and complies with the instructions contractually given by the Service Recipient, provided these are reasonable and agreed.

5.3bluematic AG regularly informs the Service Recipient about progress. In the event of ambiguities, it seeks guidance from the Service Recipient in a timely manner.

6. Engagement of Subcontractors

6.1bluematic AG engages subcontractors only with the written consent of the Service Recipient. The Service Recipient may not refuse consent without valid reason.

6.2bluematic AG remains responsible for its contractual services, even if subcontractors are engaged.

7. Documentation and Instruction

7.1If a joint review or acceptance is planned, bluematic AG shall provide the Service Recipient with the manuals and documentation required for commissioning and operation in a readable and editable form.

7.2For audit-relevant applications (e.g. for accounting), bluematic AG shall grant access to the system documentation to the extent necessary.

7.3bluematic AG shall instruct the Service Recipient's personnel to the agreed extent (e.g. briefing, quick-start guide).

8. Cooperation by the Service Recipient

8.1The Service Recipient shall provide all necessary information and specifications for contract fulfilment in a timely manner.

8.2The Service Recipient shall grant bluematic AG the required access to premises and infrastructure.

8.3Further cooperation obligations shall be governed by the contract document as required.

9. Remuneration

9.1bluematic AG provides its services either at fixed prices, flat rates, unit prices, or on a time-and-materials basis with an upper limit (cost ceiling).

9.2Where services are charged on a time-and-materials basis, bluematic AG shall provide a corresponding service report together with the invoice.

9.3The remuneration includes all services necessary for contractual fulfilment (e.g. installation and documentation costs, expenses, licence fees, packaging, transport, insurance, VAT, advance recycling fees).

9.4Invoices are payable within 10 days of receipt. Deviating payment schedules may be agreed in the contract document.

9.5An adjustment of remuneration during the contract term shall only occur if provided for in the contract document or if it results from a mutually agreed adjustment of the scope of services.

9.6Licence Sales and Resale

a)Licence Sales by bluematic AG: If the customer acquires certain software licences or usage rights under the contract (SaaS, hosting, etc.), any manufacturer or copyright provisions shall apply in addition to these GTC.

b)Resale: The customer is not entitled to resell or transfer the acquired licences or usage rights to third parties without prior express written consent from bluematic AG. This applies in particular to licences from third-party providers that bluematic AG merely brokers.

c)If a resale is approved, bluematic AG shall assist the Service Recipient in obtaining the necessary consents from the manufacturers (e.g. Microsoft, VMware, etc.) if required. The costs incurred in doing so may be invoiced separately to the Service Recipient, unless otherwise agreed.

10. Changes to Services

10.1bluematic AG shall inform the Service Recipient of possible improvements or further developments that may require a change to the service.

10.2Both contracting parties may request changes in writing. If there are cost or schedule implications, a corresponding proposal shall be submitted.

10.3bluematic AG shall generally continue its work during the review of change proposals, unless otherwise agreed.

10.4Changes to services as well as adjustments to remuneration or schedules shall be recorded in a written and signed addendum to the contract document prior to execution.

11. Legal Warranty

11.1bluematic AG warrants that its offers and services do not infringe any third-party intellectual property rights. The Service Recipient warrants that it is entitled to use lawfully all materials (logos, data, programmes, etc.) provided to bluematic AG.

11.2Should it be impossible to procure a lawful right of use for the Service Recipient or to provide an equivalent service, the Service Recipient may demand a refund of remuneration already paid (less a proportionate amount for use already made).

12. Information Security, Confidentiality and Data Protection

12.1Both parties undertake to treat all non-publicly available information that comes to their knowledge in the course of cooperation as confidential. This obligation exists prior to conclusion of the contract and continues after termination of the contractual relationship.

12.2bluematic AG shall take appropriate technical and organisational measures to ensure the protection of data processed in the course of contract fulfilment. It may only pass on project-related information to those subcontractors who are strictly necessary for the provision of services, and who are in turn bound to confidentiality in writing.

12.3bluematic AG complies with applicable data protection regulations (in particular Swiss data protection law) and processes personal data only insofar as this is necessary for the fulfilment of the respective contract. Further processing shall only take place on the basis of statutory provisions or with the express consent of the persons concerned or the Service Recipient.

12.4In the event of suspected security breaches such as unauthorised access, data loss or other data-related incidents, bluematic AG shall inform the Service Recipient without delay and take all necessary immediate measures to contain the incident and minimise possible damage.

13. Staffing

13.1bluematic AG exclusively employs carefully selected and qualified personnel. For good cause, the Service Recipient may request the replacement of specific employees.

13.2Organisation, roles and responsibilities are agreed on a project-specific basis.

13.3Work assignments are based on standard office hours of 08:00–12:00 and 13:30–17:30. A surcharge applies for work outside office hours. For work between 20:00 and 07:00 and on Saturdays, a surcharge of 50% applies; on Sundays and public holidays a surcharge of 100% on the usual or agreed hourly rates applies.

14. Default

14.1If clearly defined (default-triggering) deadlines, such as delivery dates, are not met without valid reason, bluematic AG shall be in default without the need for a formal reminder. For other deadlines, a written reminder with a deadline for performance is required.

14.2If bluematic AG is in default, the Service Recipient may insist on performance, claim damages or withdraw from the contract, provided the statutory or contractual conditions for doing so are met.

14.3If the Service Recipient is in default with payments, bluematic AG is entitled to default interest. It may only suspend its services if this is provided for under the contract or by law (e.g. in the event of serious payment default and a corresponding reminder).

15. Warranty

15.1bluematic AG warrants that the products and services delivered have the agreed characteristics or correspond to the state of the art that the Service Recipient is entitled to expect in good faith.

15.2In the event of a defect, the Service Recipient may demand free rectification or a price reduction.

15.3If rectification has repeatedly failed or is refused, the Service Recipient may assert further rights (e.g. withdrawal) in the case of material defects.

15.4Defects must be notified in writing within 30 days of discovery. The limitation period for warranty claims is one year from delivery or acceptance, unless otherwise agreed contractually. Defects fraudulently concealed may be asserted within ten years.

16. Liability

16.1bluematic AG is liable for damages caused by it or its agents / subcontractors in connection with the contractual relationship, provided the facts can be clearly proven and attributed to bluematic AG or its agents and subcontractors.

16.2Liability for personal injury and property damage is limited to a maximum of CHF 1 million per contract, to the extent permitted by law.

16.3To the extent permitted by law, any liability for lost profits is excluded.

17. Replacement Deliveries, Maintenance and Support

17.1For hardware, bluematic AG shall endeavour to ensure the supply of spare parts for at least five years from delivery, unless the manufacturer provides otherwise or no longer exists.

17.2After the expiry of the one-year warranty period, the Service Recipient may conclude maintenance or support contracts with bluematic AG for hardware and software. Since concluding such contracts at a later stage is in many cases no longer possible or only feasible under more difficult conditions, maintenance or support contracts should ideally be agreed at the time of purchase. A minimum term of five years is recommended; the exact terms shall be governed separately.

18. Consequences of Contract Termination

18.1Upon contract termination, the parties shall agree on which equipment, data and documents are to be returned or deleted.

18.2bluematic AG shall assist the Service Recipient, against reasonable remuneration, in the handover to any new provider and in the return of data.

19. Place of Performance

In the absence of any other agreement, the place of performance for the services is the address of the Service Recipient.

20. Applicable Law and Place of Jurisdiction

20.1Swiss law applies exclusively to the contractual relationship.

20.2The UN Convention on Contracts for the International Sale of Goods (CISG), also known as the Vienna Sales Convention, is excluded.

20.3The place of jurisdiction is the registered office of bluematic AG in St. Gallen, unless otherwise agreed in the contract.

21. Final Provisions

21.1Amendments and supplements to these GTC must be made in writing.

21.2Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.