GENERAL TERMS AND CONDITIONS

Date: March 2025
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‍I. Scope of these terms and conditions
1.1. These General Terms and Conditions (GTC) apply to all services provided by ZATION AG (hereinafter referred to as "ZATION"), including but not limited to consulting, software resale, and transactional services.
1.2. Deviations from these GTC or additional agreements are only binding if they are expressly acknowledged by ZATION in writing. Such deviations apply only to the specific assignment for which they have been confirmed.
1.3. General terms and conditions of the customer do not apply, even if included in orders or other documents of the customer, unless ZATION has expressly agreed to them.

II. Contract Formation
2.1. Offers and price quotes from ZATION are non-binding and may be changed at any time. They do not constitute a binding offer under Swiss Obligation Law (OR).
2.2. A contract for services is only concluded upon ZATION’s written confirmation of the order or the actual provision of the services. Confirmation occurs through a written order confirmation or by providing the agreed services.
2.3. For electronic orders, ZATION may confirm receipt of the order without this constituting a binding acceptance. The confirmation of receipt is for informational purposes only.
2.4. Should ZATION find after the conclusion of the contract that the agreed services are no longer available or cannot be provided for legal reasons, ZATION may either offer equivalent services or withdraw from the contract. In the event of a withdrawal, ZATION will refund any payments already received without interest in relation to the remaining service delivery.

III. Services
3.1. The scope of services, including the nature, scope, location, and timing of the services to be provided as well as the remuneration, is specified in the respective order documentation.
3.2. The services are provided, unless otherwise agreed, at ZATION's business premises.
3.3. ZATION is entitled to perform the services through subcontractors. ZATION ensures that subcontractors are subject to essentially the same contractual obligations. Upon request by the customer, ZATION will provide a list of the subcontractors engaged within the delivered service.

IV. Customer Obligations
4.1. The customer agrees to provide all necessary information and cooperation required by ZATION to deliver the services.
4.2. The customer must inform ZATION of all relevant circumstances affecting the provision of the services and ensure that ZATION’s employees have access to the required IT systems and infrastructures.
4.3. Changes in relevant circumstances must be promptly communicated to ZATION.
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V. Prices and Payment Terms
5.1. All prices are quoted in Swiss Francs and exclude statutory value-added tax as well as any shipping, insurance, or packaging costs, unless otherwise agreed. Should another currency be used, it will be specified accordingly.
5.2. The remuneration for services, software and cloud transactions is, unless otherwise agreed, payable without deductions within 10 days of invoicing. In the event of late payment, the customer is automatically in default without further reminder.
5.3. ZATION reserves the right to withhold services during the payment default.
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VI. Intellectual Property
‍6.1. Any reports, analyses, or deliverables created as part of our services shall remain the exclusive property of ZATION. ZATION retains all intellectual property rights, titles, and interests in and to the service deliverables. Clients are granted a non-exclusive, non-transferable license to use the service deliverables solely for their internal business purposes, provided that such use complies with the terms outlined herein.
6.2. In the case of software reselling, all software products sold are licensed, not sold. The ownership of the software, including all associated intellectual property rights, remains with the original software manufacturers. ZATION acts solely as a reseller of software licenses and provides no ownership rights to the clients. Clients are granted a limited, non-exclusive, non-transferable license to use the software in accordance with the terms and conditions set forth by the respective software manufacturers. The sale of software licenses does not confer any ownership rights or rights to modify, distribute, or otherwise exploit the software.
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VII. Liability
7.1. ZATION is fully liable for intent and gross negligence.
7.2. In the case of slight negligence, ZATION is only liable if essential contractual obligations (cardinal obligations) are violated. Liability is limited to typical, contractually foreseeable damages. No liability is assumed for consequential damages, production losses, or lost profits.
7.3. ZATION assumes no liability for data loss unless there is intent or gross negligence.
7.4. ZATION disclaims any responsibility for the quality, functionality, compatibility, updates, or support of third-party software products. Any issues related to software performance, reliability, or compliance are solely the responsibility of the respective software manufacturer.
7.5. The customer agrees to make any claims relating to software directly with the software manufacturer, according to the manufacturer’s Agreement and Product Terms.
7.6. ZATION’s liability for damages is limited to CHF 250’000 per incident or series of incidents arising from the same cause, except in cases of intent or gross negligence.
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VIII. Confidentiality
8.1. All information exchanged between the parties must be treated confidentially and may only be used for the purposes stipulated in the contract. None of this information may be disclosed without prior written consent.
8.2. Exceptions include information that is already publicly available or was known to the recipient before disclosure by the other party.
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IX. Non-Solicitation
9.1. The customer agrees not to directly or indirectly solicit, employ, or engage any employees or consultants of ZATION during the cooperation and for 12 months thereafter. This restriction also applies to employees who leave ZATION during the cooperation or within 12 months after its termination.
9.2. In the event of a breach of this non-solicitation obligation, the customer is obliged to pay ZATION compensation in the amount of the annual gross salary of the affected employee.
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X. Final Provisions
10.1. Should any individual provisions of these GTC be wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. Ineffective provisions will be replaced by those that come closest to the economic purpose of the original provision.
10.2. The contract is governed by the substantive law of Switzerland. The court of jurisdiction for all disputes arising from this contract is in Zug, Switzerland.
10.3. Amendments or additions to these GTC must be made in writing. This also applies to the cancellation of this written form requirement.
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