1. Scope and Contract Documents

1.1 These General Terms and Conditions (GTC) apply to all offers, order forms, subscriptions, licenses, software-as-a-Service, cloud, hosting, support, maintenance, implementation, configuration, interface, data exchange, document management, customs-related software, and other related services provided by K&S Informatik Schweiz GmbH (the Provider) to business customers (the Customer).

1.2 These GTC apply exclusively to business-to-business (B2B) relationships. The Provider does not offer the software or services covered by these GTC to consumers, unless this has been expressly agreed upon in a separate written agreement.

1.3 General Terms and Conditions, Terms of Purchase, tender conditions, supplier codes of conduct, or similar standard terms and conditions of the Customer shall not apply, even if referenced in an order, a supplier portal, an email, an acceptance document, or any other communication, unless the Provider expressly accepts them in writing.

1.4 The contract documents consist of: (a) the individually signed contract or order form; (b) the applicable Data Processing Agreement (DPA), but only with respect to the processing of personal data; (c) the service description, requirements specification, or product-specific terms; (d) the applicable Service Level Agreement (SLA); (e) these General Terms and Conditions; and (f) any other appendices or guidelines incorporated by reference.

1.5 In the event of any conflict, the documents shall take precedence in the order specified in Section 1.4, unless the document in question expressly provides for a different order of precedence. A document addressing a more specific subject matter shall take precedence over a more general document with respect to that subject matter.

1.6 References to “written form” include qualified electronic signatures, electronic signatures accepted by the Provider, and email, unless mandatory law requires a stricter form or the relevant clause expressly provides otherwise.

2. Definitions

2.1 “Software” refers to the Provider’s software, platform, modules, applications, interfaces, APIs, web applications, cloud environments, documentation, and related components made available to the Customer, including KS loggPRO, AppLoggPRO.net, as well as modules or functions for logistics, customs, transport documentation, data exchange, document management, and related processes, as agreed upon in the order form or in the service description.

2.2 Services refers to all contractual services provided by the Provider, including SaaS, licensed software, hosting, cloud services, implementation, configuration, data migration, interfaces, support, maintenance, training, consulting, custom development, and managed services.

2.3 Customer Data refers to all data, documents, information, files, dossiers, shipment data, address data, customs data, tax data, invoices, accounting data, transport documents, XML/EDI/CSV files, master data, and other content that is submitted, uploaded, generated, or processed by the Customer or on the Customer’s behalf via the Software or Services.

2.4 Third-Party Services refers to software, platforms, APIs, data sources, hosting providers, cloud providers, telecommunications services, email services, mapping services, customs authorities, government systems, ERP/WMS/accounting systems, and other external systems that are not controlled by the Provider.

2.5 Confidential Information means all non-public technical, commercial, financial, legal, operational, security-related, and business information that one party discloses to the other in connection with the Agreement.

3. Conclusion of the Agreement and Ordering Process

3.1 A contract is formed when the Customer accepts the Provider’s offer or order form in writing, electronically, via an online acceptance process, or by using the software for the first time, after having had a reasonable opportunity to review the applicable contract documents.

3.2 The Provider may reject requests to enter into a contract, orders, or contract extensions, particularly if there are reasonable doubts regarding creditworthiness, compliance, security, export controls, sanctions, lawful use, or technical feasibility.

3.3 Orders issued by the Customer are considered administrative documents only. They do not amend the contract unless they are expressly accepted in writing by the Provider.

3.4 The Customer shall ensure that any person accepting an offer, order form, or online terms and conditions on its behalf is duly authorized to do so.

4. Subject Matter of the Contract and Scope of Services

4.1 The Provider provides software solutions and related services for transport logistics, customs and trade processes, shipment and dossier management, electronic data exchange, customs interfaces, document management, archiving, invoice and document generation, reporting, and related business processes.

4.2 Depending on the agreed-upon order, the services may include modules or functions for e-dec, ATLAS, PASSAR, AppLoggPRO.net, open customs warehouse processes, EDI/XML/CSV import, transfer of customs and tax amounts, DMS storage, ONE PDF, document sorting and dispatch, interfaces to ERP/WMS/accounting systems, and other logistics-related workflows.

4.3 The exact scope, configuration, modules, usage limits, fees, service levels, and responsibilities are specified in the applicable order form, the service description, the requirements specification, the SLA, and other agreed-upon attachments.

4.4 Unless expressly agreed otherwise in a separate written Professional Services Agreement, the Provider shall provide only tools, software, and technical services. The Provider does not act as a customs broker, freight forwarder, tax advisor, legal advisor, declarant, importer, exporter, or responsible operator; does not verify the legal, customs, tax, or trade compliance accuracy of customer data or results; and assumes no responsibility for declarations, forms, invoices, transport documents, customs documents, tariff classifications, values, declarations of origin, authorizations, approvals, or filings.

4.5 The customer remains solely responsible for verifying whether the software and services are suitable for its intended business processes, IT environment, legal obligations, regulatory requirements, customs processes, archiving obligations, and internal controls.

4.6 To the extent that the software or services include functions for document management, storage, archiving, or retrieval, the Provider provides exclusively technical functionality. Unless expressly agreed otherwise, the Provider does not warrant that the configuration selected by the Customer meets specific legal requirements regarding retention, evidence, auditing, tax, customs, accounting, or industry-specific archiving.

4.7 Unless expressly agreed in writing, implementation plans, project plans, milestones, target dates, go-live dates, and delivery dates are estimates and do not constitute binding deadlines.

5. Changes, Updates, and Further Development

5.1 The Provider may maintain, improve, update, modify, replace, or further develop the software and services, including user interfaces, workflows, security features, APIs, interfaces, hosting arrangements, and infrastructure, provided that such changes do not materially reduce the contractually agreed-upon core functionality of the relevant service as a whole.

5.2 The Provider may at any time make changes that are necessary due to laws, security requirements, technical standards, customs or regulatory systems, third-party services, data protection requirements, or operational necessity.

5.3 To the extent reasonably possible, the Provider shall notify the Customer in advance of material changes that are expected to have a significant impact on the Customer’s use of the software.

5.4 The Provider is not obligated to maintain outdated versions, interfaces, operating systems, browsers, or third-party services indefinitely. Support for legacy versions may be discontinued upon reasonable notice.

6. Rights of Use

6.1 Subject to payment of all applicable fees and compliance with the Agreement, the Provider grants the Customer, for the term of the respective Agreement, a non-exclusive, non-transferable, non-sublicensable, and time-limited right to access and use the Software exclusively for the Customer’s internal business purposes and within the agreed scope of use. This right may only be suspended or terminated in accordance with the Agreement.

6.2 The scope of use may be limited by users, specifically named users, companies, locations, modules, transactions, storage space, APIs, interfaces, files, logins, documents, environments, countries, affiliated companies, time periods, or other parameters specified in the order form or in the service description.

6.3 The Customer’s affiliates may use the Software only if they are expressly included in the order form. The Customer is liable for all acts and omissions of its affiliates, employees, contractors, service providers, and users as if they were its own acts and omissions.

6.4 The Customer may not, either itself or through third parties: (a) copy, modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by mandatory law; (b) sublicense, rent, lease, resell, distribute, make available, or otherwise provide the Software to third parties; (c) operate the Software for third parties as a service bureau, outsourcing provider, or platform provider without written consent; (d) use the Software to develop, train, or improve a competing product or service; (e) remove or modify copyright notices; (f) circumvent technical restrictions, security mechanisms, access controls, or license controls; (g) conduct penetration tests, vulnerability scans, load tests, or benchmark tests without prior written consent; (h) use automated tools, bots, scraping mechanisms, or excessive API requests in a manner that may impair stability, security, or performance; or (i) use the Software in violation of applicable law, third-party rights, or acceptable use requirements.

6.5 The Provider may verify compliance with usage restrictions by technical means and, upon reasonable notice, by requesting the information reasonably necessary for such verification. If an audit reveals sublicensing or excessive use, the Customer must immediately pay the corresponding additional fees and reasonable audit costs.

7. Intellectual Property and Work Products

7.1 All intellectual property rights in the software, platform, source code, object code, documentation, interfaces, APIs, data models, databases, designs, templates, configurations, workflows, know-how, methods, algorithms, standard components, updates, upgrades, improvements, and further developments remain exclusively with the Provider or its licensors.

7.2 The Customer acquires only the rights of use expressly granted in the Agreement. No ownership, copyright, source code, patent, trademark, database, or other intellectual property rights are transferred to the Customer.

7.3 Unless otherwise expressly agreed in writing, all developments, improvements, configurations, customizations, interfaces, mappings, reports, templates, scripts, forms, workflows, connectors, conversion rules, and other work products created by or for the Provider in connection with the Software or the Services belong to the Provider. The Customer is granted only a right to use such work products to the extent necessary for the contractual use of the Software.

7.4 The Provider may reuse general know-how, experience, methods, ideas, concepts, standard components, generic configurations, non-customer-specific developments, and anonymized or aggregated insights gained in connection with the services, provided that the Provider does not disclose any confidential information of the Customer or Customer data in an identifiable form.

7.5 The Provider may freely use the Customer’s feedback, suggestions, ideas, or recommendations without restriction or compensation.

8. Customer Data and Data Responsibility

8.1 Customer data remains the responsibility and under the control of the Customer. In the relationship between the parties, the Customer retains all rights to the Customer data, subject to the Provider’s rights necessary to provide, secure, maintain, support, and document the Software and Services, as well as to process technical, operational, and usage data in accordance with Section 8.5.

8.2 The Customer grants the Provider and its subcontractors the non-exclusive right to host, process, transmit, store, reproduce, display, and use Customer Data to the extent necessary to provide the Software and Services, provide support, ensure security, create backups, troubleshoot issues, comply with legal obligations, enforce the contract, and protect the systems.

8.3 The Customer is solely responsible for the accuracy, completeness, legality, quality, timeliness, and suitability of the Customer Data, as well as for obtaining all rights, authorizations, consents, approvals, and legal bases necessary for its processing and transmission.

8.4 The Customer is responsible for reviewing and approving all results generated by the software—including customs data, declarations, transport documents, invoices, PDFs, reports, calculations, statistics, mappings, import and export files—before relying on them or transmitting them to authorities, customers, carriers, or other third parties.

8.5 The Provider may process technical, operational, and usage data, logs, metadata, performance data, and security data for the purposes of operation, security, troubleshooting, billing, compliance, analysis, and improvement of the software and services. Customer data may be used for product analysis or improvements only in aggregated or anonymized form, unless otherwise agreed upon in the DPA or another written agreement. To the extent that such data contains personal data, the DPA and applicable data protection law shall apply.

8.6 To the extent that the Software includes AI-powered, machine-generated, or automated assistance functions, the results may be incomplete, outdated, or inaccurate. The Customer remains responsible for reviewing, validating, and approving all results before using them operationally, transmitting them to authorities or third parties, or relying on them for legal, customs, tax, accounting, trade compliance, or business decisions.

9. Customer’s Obligations

9.1 The Customer shall, at its own expense, provide and maintain all technical infrastructure necessary for accessing and using the Software, including Internet access, devices, browsers, operating systems, networks, email systems, printers, scanners, certificates, login credentials, firewall rules, and third-party systems, unless these are expressly included in the Services.

9.2 The Customer shall keep login credentials, certificates, keys, API tokens, and accounts secure and protect them from unauthorized access. The Customer shall immediately notify the Provider of any suspected loss, compromise, misuse, or unauthorized access.

9.3 The Customer shall provide all cooperation, information, access rights, test data, master data, error descriptions, screenshots, log files, decisions, approvals, and qualified employees that the Provider reasonably requires. The Provider shall not be held liable for any delays resulting from missing, incomplete, late, or incorrect cooperation.

9.4 The Customer shall comply with all applicable laws, regulations, and government requirements in connection with the use of the software and services, including requirements related to customs, trade compliance, sanctions, export controls, data protection, accounting, taxes, archiving, labor law, transportation, and hazardous materials.

9.5 The Customer may not upload or process any illegal, harmful, infringing, excessive, or security-threatening content, nor may the Customer use the Software in any manner that could impair, disrupt, overload, or compromise the Software, Services, the Provider’s systems, other Customers, or third parties.

9.6 To the extent that the Customer uses the Software to connect to third-party services, government agencies, or government systems, the Customer is responsible for obtaining and maintaining all necessary accounts, registrations, approvals, certificates, powers of attorney, and access rights, unless expressly agreed otherwise.

10. Prices, Billing, and Payment

10.1 Fees are set forth in the respective offer, order form, service description, or price list. Unless otherwise specified, all amounts are in Swiss francs (CHF), exclusive of value-added tax, withholding taxes, customs duties, levies, and expenses.

10.2 Recurring fees are payable in advance for the agreed billing period. Usage-based, project-related, time-and-effort-based, and expense-based fees will be invoiced retrospectively, unless otherwise agreed.

10.3 Invoices are due for payment within 30 days of the invoice date without any deductions, unless otherwise agreed in writing.

10.4 In the event of late payment, the Provider may charge late payment interest at a rate of 5% per year and may demand reimbursement of reasonable collection costs. If the customer remains in default for more than 10 days after receiving a written reminder, the Provider may suspend access to the software and services until all overdue amounts have been paid. The customer remains obligated to pay the fees during any suspension caused by their default.

10.5 The customer may set off claims only if they are undisputed or have been legally established. The customer may not withhold payments due to alleged defects that do not materially prevent the use of the software.

10.6 The Provider may adjust recurring fees once per calendar year with at least 60 days’ advance notice, in particular to account for changes in wages, inflation, exchange rates, hosting costs, third-party provider costs, regulatory requirements, customs requirements, security requirements, or product development. If the increase for the relevant recurring service in a contract year exceeds 10%, the customer may terminate the affected service effective as of the date the increase takes effect by providing written notice within 30 days of receiving the notification, provided that the increase does not result from additional usage, changes to the scope of service, taxes, fees, or third-party costs passed on to the customer.

10.7 Additional users, modules, storage, transactions, interfaces, environments, customer-specific developments, configuration work, support beyond the agreed scope, data migrations, regulatory changes, and changes involving third parties may be billed separately at the Provider’s then-current rates, unless they are expressly included in the agreed fees.

11. Availability, Support, and Service Levels

11.1 The Provider shall use commercially reasonable efforts to make the applicable SaaS and cloud services available in accordance with the agreed-upon SLA. Availability, support hours, incident categories, response targets, service credits, maintenance windows, and exclusions are governed by the SLA.

11.2 The Customer acknowledges that uninterrupted or error-free availability cannot be guaranteed and that availability may be affected by maintenance, emergency measures, third-party services, Internet connections, telecommunications, the Customer’s infrastructure, government systems, force majeure, and circumstances beyond the Provider’s reasonable control.

11.3 Support includes assistance with reproducible software issues within the agreed scope. Unless expressly agreed otherwise, support does not include customer-specific training, data correction, business process consulting, customs consulting, legal consulting, tax consulting, support for third-party systems, troubleshooting issues with the customer’s infrastructure, customer-specific development, or support outside of support hours.

11.4 The Provider may perform scheduled maintenance after providing reasonable advance notice, to the extent practicable. The Provider may perform emergency maintenance without prior notice if required for reasons of security, stability, legal compliance, or urgent operational reasons.

11.5 Service credits or other SLA remedies are the Customer’s sole and exclusive remedies in the event that service levels are not met, unless mandatory law provides otherwise or the Provider has acted with intent or gross negligence.

12. Third-Party Services, Government Agencies, and Interfaces

12.1 The software may interact with third-party services, including customs authorities, government portals, e-dec, ATLAS, PASSAR-related systems, ERP, WMS, and accounting systems, EDI providers, email services, SFTP servers, cloud providers, hosting providers, certificate providers, and other external systems.

12.2 The Provider is not responsible for the availability, performance, security, accuracy, legality, continued provision, compatibility, or changes to third-party services beyond its reasonable control.

12.3 If a third-party service, government interface, data format, certificate requirement, API, protocol, legal requirement, or technical standard is changed, suspended, or terminated, the Provider may make reasonable adjustments to the software and services. Additional work required as a result of such changes may be billed separately, unless it is expressly included in the agreed scope of services.

12.4 The Provider shall not be liable for delays, errors, rejection messages, failed transmissions, incomplete data, incorrect results, or unavailability caused by third-party services, government systems, the Customer’s access credentials, missing authorizations, incorrect Customer data, certificates, network issues, or circumstances beyond the Provider’s reasonable control.

13. Data Protection and Information Security

13.1 Each party shall comply with applicable data protection laws, including the Swiss Data Protection Act (DSG) and—to the extent applicable—the EU General Data Protection Regulation (GDPR).

13.2 To the extent that the Provider processes personal data on behalf of the Customer as a data processor or similar service provider, the parties shall enter into a separate Data Processing Agreement (DPA). With regard to the processing of personal data on behalf of the Customer, the DPA shall take precedence over these Terms and Conditions.

13.3 The Provider’s public privacy policy primarily describes processing in connection with the Provider’s website, marketing, communication, and related online interactions. It does not replace a DPA for the processing of customer data within the software and services.

13.4 The Customer is responsible for determining the purposes and means of processing Customer Data, ensuring the lawfulness of the Customer Data, informing data subjects where necessary, handling requests from data subjects, and ensuring that the Customer’s use of the Software and Services complies with applicable data protection laws.

13.5 The Provider shall implement and maintain appropriate technical and organizational measures, taking into account the nature of the Services, the existing risks, the state of the art, the implementation costs, and the agreed-upon security documentation. Details may be set forth in a TOM/Security Addendum.

13.6 The Provider may engage subcontractors and subprocessors in accordance with Section 16 and the DPA. Subcontractors, hosting locations, cross-border transfers, and security measures shall be specified in the DPA, the TOM/Security Addendum, the list of subcontractors, or other agreed-upon documentation.

13.7 The Provider shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer data, to the extent that such notification is required under the DPA or applicable law. The notification shall describe the incident to the extent that information is reasonably available and its disclosure is legally permissible.

13.8 Unless otherwise agreed, the Provider may access Customer Data on a need-to-know basis for support, troubleshooting, maintenance, security, backup, and compliance. Access for analysis or performance improvements is limited to aggregated or anonymized data, unless otherwise agreed in the DPA or another written agreement.

14. Warranty

14.1 The Provider warrants that, when used in accordance with the contract and documentation, the Software substantially conforms to the agreed-upon specifications.

14.2 The Provider does not warrant that the Software or Services will be uninterrupted, error-free, or free of vulnerabilities; that they are compatible with all systems; that they are suitable for purposes not expressly agreed upon in writing; or that they will ensure a specific business, operational, financial, legal, customs, tax, regulatory, or compliance-related outcome.

14.3 The Customer shall report defects to the Provider without undue delay and provide a reasonably detailed description of the defect. The Provider may remedy defects through correction, a workaround, an update, replacement, a configuration change, appropriate instructions, or any other suitable measure.

14.4 The Provider is not liable for defects, interruptions, data loss, or damages caused by: (a) improper or unauthorized use; (b) the Customer’s infrastructure, systems, networks, or Internet connection; (c) third-party services; (d) modifications, configurations, or integrations made by the Customer or third parties; (e) failure to comply with system requirements, documentation, security, or backup obligations; (f) Customer data; (g) malware, cyberattacks, or unauthorized access, unless caused by a breach of the Provider’s contractual obligations; or (h) force majeure or other circumstances beyond the Provider’s reasonable control.

15. Liability

15.1 The Provider shall have unlimited liability for willful misconduct, gross negligence, and any other liability that cannot be excluded or limited under mandatory applicable law.

15.2 To the extent permitted by applicable law, the Provider’s total liability arising out of or in connection with the respective contract—regardless of the legal basis—is limited to direct damages and to the fees paid by the Customer for the affected services during the 12 months prior to the event giving rise to liability.

15.3 To the extent permitted by applicable law, the Provider shall not be liable for indirect, consequential, incidental, punitive, or special damages; lost profits; loss of revenue; loss of production; business interruption; loss of goodwill; reputational damage, loss of anticipated savings, loss or damage to data except as provided in Section 15.4, costs of substitute services, third-party claims, fines, penalties, customs duties, tax liabilities, or regulatory actions, unless such damages were caused by willful misconduct or gross negligence.

15.4 The Provider’s liability for loss or damage to data is limited to the reasonable costs of restoring the data from the most recent available backup, provided that the Provider was contractually responsible for that backup. The Provider is not liable for data loss to the extent that such loss could have been avoided through backups, exports, checks, or the Customer’s audit obligations.

15.5 The Provider is not liable for the content, accuracy, completeness, legality, or timeliness of customer data, registrations, forms, invoices, customs filings, tariff classifications, values, origins, authorizations, responses from authorities, or documents generated from customer data.

15.6 The limitations and exclusions of liability also apply to the Provider’s officers, executives, employees, affiliates, subcontractors, licensors, and suppliers.

15.7 The remedies provided for in the SLA, including service credits, are the Customer’s sole and exclusive remedies in the event that service levels are not met, unless mandatory law provides otherwise or the Provider has acted with intent or gross negligence.

16. Subcontractors and Affiliated Companies

16.1 The Provider may engage subcontractors, hosting providers, cloud providers, software suppliers, consultants, support providers, and affiliated companies, including group companies, to fulfill its contractual obligations, provided that K&S Informatik Schweiz GmbH remains the sole contractual provider and remains responsible to the Customer for the proper fulfillment of its obligations.

16.2 To the extent that subcontractors process personal data on behalf of the customer, the DPA applies.

16.3 The Provider may replace subcontractors provided that this does not significantly reduce the agreed-upon service level or security level. Specific rights to information, objection, or approval with respect to subcontractors are governed by the DPA.

17. Suspension

17.1 The Provider may suspend the Customer’s access to the Software or Services, in whole or in part, if: (a) the Customer is in default of payment after receiving a reminder; (b) the Customer violates usage restrictions or security obligations; (c) the suspension is necessary to protect the Provider’s software, services, or systems, or those of other Customers or third parties; (d) the Customer’s use is unlawful, abusive, excessive, or harmful; (e) the suspension is required by law, government order, a third-party provider’s request, or a security incident; or (f) access credentials, certificates, or systems appear to have been compromised.

17.2 To the extent reasonably possible, the Provider shall notify the Customer prior to a suspension and provide an opportunity to remedy the situation. In urgent cases, particularly in the event of security, legal, or operational risks, no prior notice is required.

17.3 The Provider shall limit the suspension to the extent reasonably necessary and shall restore access as soon as the reason for the suspension has been resolved. Fees remain payable during a suspension caused by the Customer.

18. Term, Renewal, and Termination

18.1 The term is specified in the respective order form or individual contract. If no initial term is specified, the initial contract term is 12 months from the start date.

18.2 Unless otherwise agreed, the contract automatically renews for additional 12-month periods unless one party terminates the contract by providing written notice at least 30 days prior to the end of the current contract period.

18.3 A contract for services provided on a monthly basis may be terminated with 30 days’ notice effective at the end of a calendar month, provided this is expressly specified in the order form.

18.4 Either party may terminate the contract for good cause with immediate effect if continuing the contract until the next regular termination date would be unreasonable. Good cause includes, in particular, a material breach of contract that is not remedied within a reasonable grace period, repeated late payments, misuse of the software, a serious security breach, insolvency, unlawful use, or a violation of confidentiality, data protection, or intellectual property rights.

18.5 Termination of one service does not automatically result in the termination of other services, provided that the remaining services can reasonably be used independently or the parties agree otherwise.

18.6 Upon termination, the Customer’s right to access and use the affected software and services shall cease, subject to any agreed-upon transition or export support.

19. Exit, Data Export, and Deletion

19.1 Upon request made prior to termination of the contract or within 30 days thereafter, the Provider shall provide the Customer with a reasonable export of the Customer’s data in a standard format or an agreed-upon format, to the extent technically feasible and subject to payment of all outstanding fees.

19.2 Additional exit support, data migration, customer-specific exports, archive extraction, conversion, support for third-party systems, or extended access after termination of the contract may be billed separately at the Provider’s then-current rates, unless they are expressly included in the order form.

19.3 After the export period has expired, the Provider may delete or anonymize Customer Data in accordance with the Agreement, the DPA, the retention/deletion policy, and applicable law. Backup copies may remain in place during the applicable backup retention period and will be deleted or overwritten during normal operations.

19.4 The Provider may retain Customer Data and Contract Data to the extent necessary for legal requirements, legitimate evidentiary interests, accounting, auditing, disputes, security, compliance, or enforcement.

19.5 The Customer is responsible for exporting and retaining any data required to fulfill legal, tax, customs, accounting, transportation, archiving, auditing, or regulatory obligations prior to the termination of the contract or the expiration of the export period. The Customer remains responsible for determining the applicable retention periods and ensuring that exported or archived documents remain complete, accessible, legible, and suitable for the Customer’s evidentiary purposes.

20. Confidentiality

20.1 Each party shall treat confidential information as confidential and use it solely for the purposes of the contract.

20.2 Confidential information may only be disclosed to employees, affiliated companies, subcontractors, consultants, auditors, insurers, and lenders who require such information for the purposes of the contract or for legitimate business purposes and who are subject to confidentiality obligations.

20.3 The confidentiality obligation does not apply to information that is publicly available without any breach of the Agreement, was already lawfully known to the receiving party, was developed independently and without use of confidential information, was lawfully received from a third party not subject to a confidentiality obligation, or must be disclosed pursuant to law, a court, or a competent authority.

20.4 The confidentiality obligations shall remain in effect for five years following the termination of the Agreement. Trade secrets shall remain protected for as long as they qualify as trade secrets.

21. Compliance, Export Control, and Prohibited Use

21.1 The Customer shall comply with all applicable sanctions, export control, customs, trade compliance, anti-corruption, and anti-money laundering regulations in connection with the use of the Software and Services.

21.2 The Customer may not use the Software or Services in or for countries, individuals, companies, goods, technologies, or purposes that are prohibited under applicable sanctions or export control regulations.

21.3 The Software and Services are not intended for use in safety-critical systems, life-support systems, military targeting systems, high-risk hazardous operations, or other applications where a failure could result in death, personal injury, or serious environmental damage, unless expressly agreed otherwise in writing.

22. Force Majeure

22.1 Neither party shall be liable for delays or non-performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, epidemics, pandemics, government measures, power outages, internet or telecommunications outages, cyberattacks, failure of third-party services, supply chain disruptions, and other events of force majeure.

22.2 The affected party shall notify the other party without undue delay and shall use reasonable efforts to mitigate the effects. Payment obligations for services already rendered remain unaffected.

23. References and Marketing

23.1 The Provider may name the Customer as a reference customer and use the Customer’s name and logo in customer lists, presentations, and marketing materials, unless the Customer objects in writing. Detailed case studies, press releases, or public statements require prior consent.

24. Assignment

24.1 The Customer may not assign, transfer, or pledge the Contract or any claims arising therefrom without the Provider’s prior written consent.

24.2 The Provider may assign or transfer the Contract in connection with a merger, reorganization, transfer of assets, or sale of the relevant business to an affiliated company or a legal successor, provided that the Customer’s legitimate interests are not materially impaired thereby.

25. Notices

25.1 Legal notices must be sent to the addresses specified in the order form or to the registered office of the respective party. Operational notices, support communications, invoices, service notices, security notices, and maintenance notices may be transmitted via email, the support portal, or within the software.

25.2 The Customer shall keep its contact information, billing contacts, technical contacts, security contacts, and escalation contacts up to date.

26. Changes to These Terms and Conditions

26.1 The Provider may amend these Terms and Conditions with effect for future renewals or future orders. For ongoing SaaS subscriptions, the Provider may amend these Terms and Conditions if the amendment is reasonable and necessary due to legal, regulatory, technical, security-related, operational, or product-related changes and does not materially adversely affect the Customer’s contractual position.

26.2 The Provider shall notify the Customer of material changes at least 30 days before they take effect. If the change significantly disadvantages the Customer, the Customer may terminate the affected service effective as of the date the change takes effect by providing written notice within 30 days of receiving the notification.

27. Final Provisions

27.1 Amendments and additions to the contract must be made in writing, unless the contract expressly permits another form. This also applies to any waiver of this written form requirement.

27.2 Should any provision be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely approximates the economic purpose of the original provision.

27.3 Swiss substantive law shall apply exclusively, to the exclusion of conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

27.4 The exclusive place of jurisdiction is the Provider’s place of business in Switzerland, unless mandatory law provides otherwise. The Provider may also assert claims at the Customer’s place of business or before any other competent court.