General Terms and Conditions

1 Subject matter and validity
SecNet GmbH, hereinafter referred to as SecNet, is registered in the Commercial Register as a limited liability company with its registered office in CH-8556 Wigoltingen. SecNet offers its customers a comprehensive range of services in the field of consulting, engineering and operational support. Services and consideration are defined in customer-specific offers or individual contracts between the customer and SecNet. In particular, the type of services to be provided by SecNet, their scope, duration and remuneration shall be regulated therein. As soon as the customer accepts services from SecNet, these General Terms and Conditions (hereinafter referred to as "GTC") shall be deemed to be the content of the individual contract. Other terms and conditions of the customer shall only be valid if and to the extent they have been expressly accepted by SecNet in writing and are not in conflict with these GTC.

2 Services of SecNet
SecNet fulfills its contractual obligations by acting professionally and diligently as specified in the offer or written agreements. Deadlines shall only be binding if they have been assured in writing. SecNet is authorized to engage third parties (e.g. partners etc.) for the provision of services. SecNet's services are generally provided during normal working hours from Monday to Friday between 07:00 and 18:00. Services outside these hours must be specially agreed upon. Unless otherwise agreed, services on weekends, general and local holidays at the customer's location will be compensated with a surcharge of 100%, services before 07:00 and after 18:00 with a surcharge of 50%. On-call services are remunerated at 10% of the agreed rate. In the event of an on-call assignment, services on weekends, general and local holidays at the customer's location shall be remunerated with a surcharge of 100%, services before 07:00 and after 18:00 shall be remunerated with a surcharge of 50%. Travel time is considered working time and is therefore normally charged at the same rate.

3 Obligations of the customer
The customer undertakes to provide SecNet with all necessary information and to create and maintain the organizational, technical and other prerequisites in its environment so that SecNet can provide the agreed services (e.g. access authorizations, electricity, communication links, etc.). The customer's duties of preparation and cooperation shall be set out in the respective individual contract (not exhaustive). Delays and additional expenses incurred by SecNet as a result of late or incorrect fulfillment of preparatory or cooperation obligations shall be borne by the customer and shall be invoiced separately in accordance with standard prices.

4 Prices and terms of payment
The prices quoted in the offer are based on the principles known at the time the offer was prepared and cover only the services mentioned therein. Unless otherwise stated, the prices quoted are in Swiss francs and do not include value added tax. In the case of one-time services or services provided for a specific period of max. 6 months, the prices remain fixed. In the case of services provided for longer than 6 months or for an indefinite period, SecNet is entitled to adjust its prices at any time, subject to a notification period of 60 days. In case of price increases, the customer has the right to declare the termination of the contract to SecNet within 10 days of the price change date. The fees are due to SecNet without any deduction. The customer is not entitled to set off any counterclaims against claims of SecNet. Invoices of SecNet are due net on the 30th day after the invoice date. Unless otherwise agreed, the services of SecNet shall be invoiced on a time and material basis and periodically each month. In the case of project orders, unless otherwise agreed, the following shall apply:
- 40 % of the order sum when the order is placed (purchase order)
- 30 % of the order amount upon delivery of the service
- 30 % of the order amount upon completion of the project
- Additional expenses after project completion by customer
If a lump sum fee is agreed upon, this fee covers the expenses of SecNet for the services offered or agreed upon in writing.

5 Warranty
SecNet undertakes to carefully select and professionally work with the employees, materials and methods used. In case of services of SecNet where a work result is aimed at, the customer shall immediately check the work results handed over to him by SecNet. Any defects shall be reported to SecNet immediately after their discovery in writing and in detail within the scope of a notice of defects. Three months after the respective performance the services of SecNet shall be deemed to be faultless and approved. SecNet is obliged to remedy significant and reproducible defects free of charge within 30 days after receipt of the notice of defects by suitable measures to be determined by SecNet. If the rectification of defects is not successful within a period of one month, the customer may claim the reduced value of the service from SecNet. Any further warranty claims of the customer are excluded. The responsibility for the correct selection and application of SecNet's services and for the results achieved or not achieved by the customer thereby lies exclusively with the customer. SecNet shall be released from any warranty if, among other things:
a) the defects complained about by the customer are not exclusively SecNet's responsibility, or
b) are due to third party causes, such as operating errors or interventions by the customer or third parties, to changes in the agreed conditions of use and operation, in particular with regard to configurations of hardware and software, to chance or force majeure. If not all warranty requirements are fulfilled, SecNet is entitled to charge its expenses to the customer. For products of third party suppliers, the warranties issued by the respective supplier shall apply exclusively.

6 Warranty of title
SecNet only provides a warranty of title if SecNet or auxiliary persons commissioned by SecNet perform services themselves and thereby knowingly infringe the industrial property rights of third parties.

7 Liability
SecNet shall be liable for direct damage if such damage was caused by gross negligence or intent on the part of SecNet, its auxiliary persons or third parties commissioned by SecNet. The liability is limited to the amount of the remuneration for the service in question, but not more than SFr. 3,000,000. Any further liability of SecNet, its auxiliary persons and commissioned third parties for damages of any kind is excluded as far as legally permissible. In particular, SecNet shall not be liable for loss of data, costs of data recovery, loss of production, loss of use, unrealized savings, loss of orders, loss of profit and other direct or indirect consequential damages. In particular, SecNet shall not be liable:
a) if the customer fails to perform preparatory or cooperative acts required for the performance of the contract by SecNet, or fails to perform such acts properly or in a timely manner, or if the customer fails to provide and maintain the framework conditions for SecNet's performance;
b) if obstacles occur which are beyond the direct responsibility of SecNet, such as significant operational disruptions, faulty deliveries or official measures.


8 Confidentiality
Both contracting parties mutually undertake to maintain the confidentiality of all facts, concepts, procedures, documents, data and information ("Confidential Information") which come to their knowledge during the preparation and execution of the individual contract and which relate to the business sphere of the other contracting party and for which there is a special confidentiality interest of one of the parties. The Parties shall treat Confidential Information with the same care and discretion as their own Confidential Information. The parties shall ensure that such Confidential Information is neither used by themselves, their auxiliary persons or commissioned third parties in an improper or otherwise unauthorized manner nor made accessible to third parties in any way for unauthorized use. The customer shall treat data about the employees employed by SecNet confidentially in accordance with the provisions of data protection law. These duties of confidentiality shall also apply after termination of the contractual relationship between SecNet and the customer, insofar as a justified interest exists.

9 Rights to work results
The customer shall have the right to use the services rendered to him by SecNet and the work results produced for him in the process for his own use as intended for work purposes. However, the customer is not entitled to commercially pass on the work results produced by SecNet or any further developments made by the customer. All rights to any inventions, all copyrights and other industrial property rights to products, processes, methods, ideas, know-how, concepts, documentation, etc., which are used, developed, improved or otherwise used or applied by SecNet in the performance of the services for the customer, shall belong exclusively to SecNet and may be further used by SecNet for itself and other customers in any way.

10 Change management
During the term of the individual contract, both contracting parties may propose changes to the agreed services in writing at any time. In the event of a change request on the part of the customer (e.g. as a result of the use of new HW/SW or communications infrastructure at the customer's premises), SecNet shall inform the customer whether the desired change is possible and what effects it will have on the individual contract, in particular on price, quality and deadlines. If detailed clarifications are required, the customer shall bear the costs and expenses of SecNet.

11 Termination of contract
Unless otherwise agreed, the individual contract may be terminated by either party at any time with three months' notice to the end of a month.

12 SecNet - Personnel/recruitment
SecNet shall be free to select the personnel providing the services, but shall endeavor to accommodate any special requests of the customer. Services of the same or similar nature may also be provided to other customers. During the term of the contract and for 12 months after termination of the contract, each party shall refrain from soliciting the employees of the other party for itself or for third parties, or from having them solicited, or from employing them without the prior written consent of the other party. In the event of a breach, the party in breach of contract undertakes to immediately pay compensation in the amount of one year's salary of the poached employee, but at least CHF 60,000.

13 Final Provisions
Rights and/or obligations arising from the individual contract may only be transferred by one party with the written consent of the other party. SecNet reserves the right to assign or sell financial claims against the customer to third parties in Germany and abroad. All subsidiary agreements, amendments, supplements and legally relevant declarations must be made in writing in order to be valid. The provisions in clauses 5, 6, 7, 8, 9 and 12 of these GTC shall also apply after termination of the contractual relationship as long as one party has a legitimate interest in doing so. Should individual provisions be or become invalid or ineffective, the validity and effectiveness of the remaining provisions shall remain unaffected. In such a case, the invalid provision shall be reinterpreted or supplemented in such a way that the intended purpose of the provision is achieved as far as possible. Both contracting parties undertake to exhaust all possibilities of arbitration in the event of a legal dispute in connection with this contract. If, in the event of differences of opinion, an amicable settlement cannot be reached within a reasonable period of time, the courts of the Canton of Thurgau shall have jurisdiction in the case of actions against SecNet and the courts at the Customer's domicile or branch office in Switzerland shall have jurisdiction in the case of actions against the Customer. Swiss law is applicable.


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