TERMS AND CONDITIONS

1. PARTIES AND SCOPE OF APPLICATION AND APPLICATION

These general terms and conditions (hereinafter: GTC) apply to all services and products of netwolk GmbH (hereinafter netwolk) and regulate the contractual relationship with the customers of Netwolk. A customer is any natural or legal person who maintains business relationships with Netwolk and obtains services or other benefits from Netwolk. Netwolk provides its services and performance on the basis of these General Terms and Conditions, which become part of every contract with a customer.

Netwolk is entitled to adapt these GTC at any time. The customer will be informed by e-mail about the change in the GTC and a current version of the GTC will be sent to him at the same time. The changes are considered approved if the customer does not object in writing to the changes to the GTC within 14 days of receipt of the email. Subject to an express written consent or an express consent by Netwolk in the form of an e-mail, other terms or conditions or side agreements or additional agreements that deviate from these General Terms and Conditions will not be recognised.

Written or electronically accepted additional agreements, such as framework and basic contracts, service descriptions, service level agreements, etc. apply in addition and take precedence over these GTC in the event of contradictions.

The current version of the GTC published on the internet at the time the contract is concluded or extended is decisive.

2. CONCLUSION OF CONTRACT

The contract is concluded with the written acceptance (letter, Bexio or e-mail) of the offer of a service and/or product from Netwolk by the customer. If the customer orders a service or a product via the Internet, the contract is deemed to have been concluded with the written confirmation (letter, Bexio or e-mail) from Netwolk or with the start of the service provision by Netwolk. The provision of services or the delivery of access data based on an electronic order by the customer is equivalent to a confirmation by Netwolk. In any case, the contractual relationship begins at the latest when the customer makes use of the services. Unless otherwise agreed, the other contractual conditions result from these General Terms and Conditions. Netwolk is entitled to refuse to conclude the contract without giving reasons.

3. SCOPE AND PERFORMANCE OF DELIVERABLES AND SERVICES

Netwolk's offer with the specifications and enclosures expressly mentioned therein is decisive for the scope and execution of the deliveries and services. Netwolk expressly reserves the right to make changes to the delivery items that it deems necessary and to adapt them to new findings. The customer will be informed about significant changes.

4. OFFERS AND DOCUMENTS

Netwolk offers, including all technical documents such as drawings, drafts, layouts and cost estimates, are of a confidential nature and may only be made available for inspection by the customer who actually work on them at the customer's premises; all ownership and copyrights to these documents remain with the Netwolk. In the absence of a binding order, these documents must be returned in full to Netwolk by the customer.

5. PRIZES

All prices are net without packaging, excluding VAT in freely available Swiss francs without any deductions. All ancillary costs, such as costs for packaging, freight, fees, insurance and all types of taxes, duties and fees, are borne by the customer and will be charged separately if they are not included in the sales price.

Price adjustments are made after the conclusion of the contract if the scope of the agreed deliveries and services has changed because the documents or information provided to Netwolk by the customer did not correspond to the actual circumstances, were incomplete or were subsequently supplemented. We reserve the right to change prices for hardware and software components on the part of manufacturers and suppliers, as well as any currency fluctuations.

6. PACKAGING, SHIPPING AND TRANSPORTATION

The transport takes place at the risk of the customer from Netwolk or from the manufacturer's works. Complaints regarding delay, damage or loss must be reported to the carrier and Netwolk immediately. Unless otherwise agreed, the costs for shipping, transport and packaging will be charged to the buyer.

7. INSPECTION/ACCEPTANCE OF DELIVERY

The customer must check the delivery immediately upon receipt and immediately notify Netwolk in writing of any defects. If he fails to do so, the delivery shall be deemed to have been approved in full with regard to all defects that could have been detected if the inspection had been carried out properly and in good time.

All transport shipments must be checked for any transport damage immediately upon receipt and reported to the relevant transport company for the purpose of creating a damage report.

8. RESERVATION OF TITLE

The Netwolk remains the owner of all deliveries until all agreed payments according to the contract have been received in full. The customer is obliged to take the necessary measures to protect Netwolk's ownership claim.

9. DELIVERY TIME

The delivery period runs from the date of the order confirmation and after receipt of the deposit due at the time of the order. The agreed delivery period is automatically extended

a) if unforeseen events such as work riots or riots occur, in the case of delays in the completion of essential parts through no fault of our own and generally in the event of transport obstacles.

b) if agreed terms of payment are not adhered to on time: by the period of the delay in payment;

c) if not all information required for the execution of the order has been made available in good time or if it is subsequently changed.

If, as a result of one of these reasons or events for which Netwolk is not responsible, deliveries are impossible for the foreseeable future, Netwolk has the right to withdraw from the contract without being liable for damages. Delays in delivery for which Netwolk is not responsible do not entitle the buyer to cancel the order or refuse delivery. The delivery period is met if the object of purchase has left Netcloud or the manufacturer's works by the end of the period or if the buyer has been informed that the goods are ready for dispatch.

10. QUALITY ASSURANCE, INSTRUCTION

EDP ​​and office machines are usually checked by Netwolk before delivery. With a few exceptions, the device is instructed by the end user and must be specifically requested. Instructions are charged at cost, exceptions are specifically noted in the purchase contract.

11. WARRANTY AND GUARANTEE

The warranty period is determined by the manufacturer or by Netwolk. In principle, the manufacturer's guarantee periods apply to the delivery of goods, which are transferred to the customer in full.

Guarantees are limited to the free repair of defective parts at Netwolk's headquarters or the manufacturer's works, or to the free replacement of unusable parts. Working and travel times as well as overnight expenses of Netwolk employees or their representatives are not included in the guarantee. Any further guarantee is excluded.

The refusal of acceptance, the assertion of damages, the purchase price reduction, the withdrawal from the contract, the cancellation of the order or any other type of cancellation of the delivery contract or the return of the goods is excluded for the buyer in all guarantee cases. A guarantee is excluded if the buyer, in the event of a defect, does not notify Netwolk immediately or does not immediately take all suitable measures to reduce the damage and give Netwolk and the manufacturer the opportunity to remedy the defect. For further defects and for claims for damages of any kind, in particular for the consequences of natural wear and tear, excessive strain, unsuitable installation site, incorrect treatment and maintenance or improper use of the delivered items, as well as for costs from operational interruptions or personal and property damage, which the buyer has from the purchased item Netwolk shall not be liable, directly or indirectly. The guarantee expires if the buyer does not make the delivered item available within the guarantee period for inspection and correction of identified defects within a reasonable period of time or if the buyer makes changes to machines and accessories or repairs or has them made by third parties without the written consent of Netwolk .

12. SOFTWARE SCRIPT AND CUSTOMIZATIONS

Software scripts and adjustments may be necessary to add functionality and optimize standard software products. Such extensions and additions are always made at the request of the customer. The customer is therefore responsible for formulating the objectives and for licensing the software or tools used for programming. Netwolk is responsible for achieving a defined functionality goal, but not for maintenance, operation and maintenance of the programs and scripts developed. Netwolk does not guarantee that the programs and scripts it has developed will still work after an upgrade or software update. Unless otherwise agreed, the source code of the programs and scripts developed by Netwolk belongs to the customer.

13. PAYMENT TERMS

The payments are to be made by the customer at the domicile of Netwolk without any deductions such as discounts, expenses, taxes, levies and fees in accordance with the agreed terms of the offer. In general, invoices are to be paid within 20 days. Netwolk can request special payment conditions for new customers or large orders. If partial deliveries are invoiced, payment must be made in accordance with the agreed terms of payment. Advance payments made are not subject to interest. It is not permitted to reduce or withhold payments due to complaints, claims or counterclaims of the customer that are not recognized by Netwolk. If the customer does not meet the agreed payment dates, he must pay default interest of 4% above the respective discount rate of the National Bank from the due date without a special reminder. Payment of interest on arrears does not cancel the contractual payment obligation. Compensation for further damage remains reserved. If the customer is in arrears with payments or if Netwolk has serious concerns after the conclusion of the contract that it will not receive the agreed payments from the customer in full or on time, Netwolk is entitled, without restricting its statutory rights, to suspend further execution of the contract and to withhold deliveries ready for dispatch until payment has been made has been made or security has been provided.

14. RIGHT OF WITHDRAWAL AND RESERVATION OF TITLE

If the buyer is in arrears, Netwolk reserves the right to withdraw and claim back the purchased item within the meaning of Art. 214 Para. 3 OR. The buyer acknowledges that the seller retains ownership of the delivered machines and all accessories until the purchase price has been paid in full. Netwolk is entitled at any time to have its property entered in the register of retention of title. The associated fees and other expenses shall be borne by the buyer.

15. PRIVACY / DATA PROTECTION

Netwolk undertakes to maintain secrecy about all customer-specific facts and information that you become aware of when completing the task before, during and after the contract period. Both contractual parties treat all information confidentially that is neither generally known nor generally accessible, in particular information about know-how and program design. In case of doubt, information must be treated confidentially. Both parties oblige employees, consultants or other third parties who gain insight into the know-how and/or information of the contractual partner that is not intended for publication to maintain strict confidentiality. The confidentiality obligation is lifted if netwolk is legally obliged to allow third parties, in particular government agencies, to view the data. networkolk undertakes to observe the rules of data protection and data security in its sphere of influence. This also applies to network employees and freelancers.

Particular attention is paid to the following laws and regulations:

• • Federal law on data protection and the associated ordinance (VDSG 14.6.1993 and DSG 19.6.1993).
• • Guidelines from the Federal Data Protection and Information Commissioner (FDPIC) on technical and organizational data protection measures.
• • FDPIC guidelines for processing personal data in the private sphere.
• • FDPIC guidelines for the processing of personal data in the work area by private individuals.

netwolk undertakes not to sell or make available customer data and information to third parties.

16. GOVERNING LAW AND JURISDICTION

These terms of sale and delivery are subject to Swiss law. Place of jurisdiction is Uster, Switzerland. However, Netwolk has the right to prosecute the buyer at his registered office or before any other competent court.

Network, Uster, June 2022