General Terms and Conditions of Business (GTC) of HEGIAS AG General Terms and Conditions of Business (GTC) of HEGIAS AG Version 1.1 dated May 19, 2020 Scope of Application HEGIAS AG (hereinafter referred to as “HEGIAS”) undertakes to provide the contractual partner with its services in accordance with these General Terms and Conditions of Business (GTC). An individual order subject to these GTC shall result from the express placing of such an order or the tacit acceptance of one or more presentation proposals of HEGIAS. Deviating terms and conditions of business of the contractual partner require the written consent of HEGIAS. Right of Representation Unless otherwise agreed between HEGIAS and the contractual partner, HEGIAS shall represent the contractual partner vis-à-vis third parties (suppliers and agents) so that a contractual relationship always arises between the contractual partner and the third party. Confidentiality The contracting parties undertake to treat all information pertaining to the business operations of the contractual partner and which they have access to or gain knowledge of within the scope of the business relationship with the same care and discretion as if it were their own confidential information. This duty of confidentiality shall apply for the duration of an individual order and at least five years thereafter. The contractual partner may not make use for its own purposes of the technical and business information that it receives from HEGIAS or via a business partner of HEGIAS, use it to compete against HEGIAS or forward or make it accessible to a third party without the written consent of HEGIAS. Intellectual Property Rights All rights to presentations and completed works, in particular copyrights, patent rights, rights to trademarks and names, logos, marks and industrial property rights, shall remain with HEGIAS. Use by the contractual partner of the concept, design and drafts requires the prior consent of HEGIAS. Following completion of the project, the intellectual property rights can only be transferred to the contractual partner with the written consent of HEGIAS and upon payment of compensation. The amount of compensation shall be set individually. Unlawful use of the intellectual property of HEGIAS shall render the contractual partner liable to pay HEGIAS a contractual penalty of CHF 25,000 per breach of duty. Payment of this contractual penalty shall not release the contractual partner from the prohibition to make use of the intellectual property of HEGIAS. Repossession and other claims for damages remain reserved. HEGIAS assumes that the contractual partner is in possession of the corresponding rights of use of all design elements (logos, photos, illustrations, form design, layouts, 3D objects, materials etc.), texts and digital data that it supplies. We accept no responsibility whatsoever for any legal infringements in this connection. HEGIAS may mention its activity for a contractual partner in its own promotional activities or in the press. HEGIAS is furthermore entitled to illustrate and describe the communication tools developed on its own website including social media such as Facebook, LinkedIn, Instagram and Twitter. HEGIAS is entitled to execute unlimited quantities of production runs of the communication tools designed for the contractual partner at its own cost and to use these for the purpose of self-promotion. Contract Fulfillment Unless agreed otherwise in individual orders, the place of fulfillment shall be the premises of HEGIAS and its partners. HEGIAS shall endeavor to replace employees and partners (freelancers) prevented from fulfilling an individual order due to illness or accident but cannot accept any liability for this. Dates and durations specified in individual orders are intended as guidelines only. Guaranteed publication deadlines apply only if the requisite documents / information are received by HEGIAS as agreed and the contractual partner complies with the agreed deadlines for “good for publication / execution / print”. HEGIAS cannot accept any liability for delays arising due to the late submission of documents by the contractual partner, change requests of the contractual partner or an expansion of the originally agreed order scope. Breaches of the publication date for which HEGIAS is not culpable (e.g. operational disruptions, power cuts etc. and all cases of force majeure) shall not entitle the contractual partner to withdraw from the contract or to hold HEGIAS responsible for damages incurred. Complaints Complaints must be submitted to HEGIAS in writing within ten days following receipt of the work and/or products. HEGIAS is not responsible for complaints about third-party services for the procurement of which HEGIAS merely acted as intermediary. In this case, HEGIAS shall endeavor as intermediary to commit its entire expertise to reaching a fair settlement between the contractual partner and third parties but cannot be held liable for any damages incurred, which shall not entitle the contractual partner to any reduction of the fee. By signing the “good for publication / execution / print”, the contractual partner in all cases bears full responsibility for the form, color and contents of all advertising and communication tools. Should the contractual partner forego control measures recommended by us and/or the aforementioned procedure for reasons of time or cost, HEGIAS shall assume no responsibility for any complaints about the result. The design of printed products shall be based on the recognized standards of the printing industry. Deviations customary in the industry in terms of design and material, faithfulness to the original or reproduction, shade of color, quality of print medium and color deviations shall not entitle the contractual partner to any reduction of the fee. Any bug corrections or security updates for websites and apps shall be carried out by HEGIAS up to three months after go-live as part of the guarantee. Following this, the hourly rate of CHF 195 shall be charged. Liability HEGIAS shall bear liability for direct damages that it has caused deliberately or through gross negligence up to a maximum of the amount of the agreed total remuneration. All liability of HEGIAS or its vicarious agents for further claims and damages, in particular compensation claims for direct, indirect or consequential damages and loss of profit, is expressly excluded regardless of its legal basis. Fees, Invoicing, Terms of Payment The fees and performance-related remuneration shall be set prior to order acceptance and are exclusive of VAT and any expenses. Unless otherwise agreed, the current HEGIAS fee rates shall apply. If where flat-rate fees are agreed HEGIAS should incur higher costs for reasons for which the contractual partner is responsible, HEGIAS shall be entitled to invoice such expenses additionally. Unless otherwise agreed, invoicing shall take place monthly, quarterly or half-yearly, depending on the order volume. All invoices shall be payable within 20 days. In case of non-compliance with payment deadlines, an administrative fee and default interest may be charged with effect from the invoice date. Cancellation If an order is cancelled or postponed, the contractual partner shall owe HEGIAS the fees and costs incurred for the work carried out up to this time and full indemnity for goods and services already ordered from third parties by HEGIAS in its own name and for its own account. Miscellaneous Provisions If one or more articles of these GTC should be or become invalid, this shall not affect the validity of the remaining provisions. The invalid clause must be replaced by one that most closely corresponds to the economic purpose of the original. HEGIAS is entitled to transfer contracts with all rights and obligations to third parties. Changes and additions to an individual contract and/or to these GTC must be made in writing in order to be valid and be signed by two members of the HEGIAS Executive Board. However, such consent applies only to the corresponding individual order and not to previous or future services. Applicable Law and Place of Jurisdiction Swiss law is applicable to all contractual relations of HEGIAS. The place of jurisdiction is Zurich. Zurich, May 19, 2020 – Version 1.1