General Terms and Conditions of Jauca IT

Status: October 2023

1 Scope of application / commitment period

1.1 These General Terms and Conditions (hereinafter "GTC") apply to business relationships between Jauca IT, Neue Simplonstrasse 38, 3900 Brig (hereinafter "Jauca IT") and its customers.

1.2 Jauca IT offers customers various IT services of a system house. Depending on the specific services agreed, Special Terms and Conditions of Contract (hereinafter referred to as "STC") shall apply in addition to these GTC. These GTC and the BVB are available online at https://www.jaucait.ch. In the event of contradictions, the BVB shall take precedence over these GTC.

1.3 The content of the contract is always based on the offer/order/contract documents agreed between Jauca IT and the Customer (hereinafter jointly referred to as the "Offer"). In the event of contradictions between the Offer (including any annexes) and the GTC / GTCP, the Offer shall take precedence. Other documents referenced in the GTC / STC shall apply subordinately.

1.4 The Customer's General Terms and Conditions of Business / Terms and Conditions of Purchase shall not become part of the contract instead of or in addition to these GTC unless Jauca IT expressly confirms this in writing to the Customer when the contract is concluded; text form is excluded. The Customer is aware that the commencement of the provision of services by Jauca IT is under no circumstances to be understood as acceptance of the Customer's General Terms and Conditions of Business / Terms and Conditions of Purchase.

1.5 Jauca IT reserves the right to amend these GTC at any time. The customer will be informed of the changes in writing six weeks before they come into effect. The customer will be notified of the new GTC as part of this information. The customer is entitled to object to the validity of the new GTC within four weeks of receiving this notification. If the customer fails to object, the amended GTC shall become part of the contract upon expiry of the six-week period.

1.6 If the adjustment by Jauca IT leads to a significant change in services for the customer, the customer may cancel the contract within 30 days to the end of the month. Price changes for existing customers will only come into effect at the time of the next automatic contract renewal.

1.7 Offers made by Jauca IT to customers are always non-binding; only the order/commissioning by the customer constitutes a binding offer.

1.8 Jauca IT uses carefully selected employees of its own or third parties as subcontractors with the necessary qualifications to provide the services. Jauca IT is authorised at any time to replace its own employees or third parties deployed for the provision of services with employees with comparable qualifications and experience. If these employees have been communicated to the Customer by name, Jauca IT will inform the Customer of the replacement.

1.9 The agreed remuneration only covers the scope of services documented in the offer. Agreed additional services will be invoiced separately on the basis of the agreed prices. If the service description in the offer contains unintended gaps or ambiguities, Jauca IT is entitled to adjust the service description accordingly at its reasonable discretion.

2 General obligations of the Customer

2.1 The Customer recognises its obligations to cooperate (as set out in these GTC / the applicable BVB) and any additional obligations set out in the offer) as a prerequisite for the provision of services by Jauca IT and thus as its contractual obligations.

2.2 The Customer shall name in writing at least one contact person for Jauca IT and an address and e-mail address at which the contact person can be reached. The contact person must be able to make the necessary decisions for the Customer or bring them about immediately. The contact person shall ensure good co-operation with the contact person at Jauca IT.

2.3 The Customer shall inform Jauca IT immediately of any changes to his communication data and, upon request from Jauca IT, reconfirm the current accuracy within 14 days of receipt. This includes in particular name / company; managing director or board member, if the Customer is a legal entity; address / registered office; telephone and e-mail.

2.4 If the Customer does not fulfil an obligation to cooperate, does not do so properly or does so late and Jauca IT is therefore unable to provide its services in accordance with the contract, Jauca IT is not responsible for any disadvantages incurred by the Customer as a result. Jauca IT will invoice the Customer additionally at the agreed prices for the additional expenditure caused by this, in particular for the prolonged provision of the personnel or material resources deployed. Other rights of Jauca IT due to the Customer's failure to cooperate or insufficient cooperation remain unaffected.

3 Prices and terms of payment

3.1 All prices agreed in these GTC, the BVB and in our offers are net prices to which the statutory value added tax is added. Prices, payment methods and types as well as invoicing dates are specified in the offer.

3.2 If the remuneration is based on "person days" or similar, such a "day" corresponds to up to eight hours per person in the period from 08:00 to 17:00 on working days at Jauca IT's registered office (Monday to Friday). Jauca IT invoices expenses per commenced quarter of an hour.

3.3 Invoices are payable within 30 days of receipt. In case of doubt, invoices shall be deemed to have been received three working days after the invoice date. The granting of discounts is excluded. The customer shall be in default after expiry of the payment period. Any bank charges incurred (in particular for foreign payments) shall be borne by the customer. Invoices shall be deemed to have been approved by the customer if he has not objected to them in writing and objectively justified within 30 days of the invoice date.

3.4 Jauca IT sends invoices to the customer by e-mail. At the customer's request, invoices can be sent by post for an additional charge of CHF 2.00 per invoice.

3.5 Jauca IT may increase the monthly prices for recurring services in continuing obligations without the consent of the Customer no more than once a year at its reasonable discretion by up to 20% with effect for the future, but for the first time no earlier than four (4) months after the start of the term of the contract. The price increase for partial services is only possible if these have already been agreed for at least four (4) months. The price increase shall only be made to cover increased costs. The Customer shall be responsible for proving that the price increase implemented by Jauca IT was not for this purpose.

3.6 In the event of a price increase in accordance with section 3.5, the customer may terminate the current contract within four (4) weeks of receipt of the written notification of the price increase with a notice period of three months to the end of the month. In this case, the previous fee shall be charged until the end of the contract, i.e. the increase shall not take effect. However, the customer's consent shall be deemed to have been given if the customer does not give notice of cancellation within this period. This assumes that we have informed the customer of the consequences with the notification of change.

3.7 Jauca IT reserves the right to demand payment in advance. Jauca IT also reserves the right to demand advance payments or security deposits if circumstances arise or become known which appear to jeopardise claims. If the Customer does not comply with such a request within one (1) week, Jauca IT may withdraw from the contract or

3.8 Jauca IT may demand interest in the amount of nine (9) percentage points upon the occurrence of default.

3.9 The provision of services by Jauca IT in the context of continuing obligations is conditional on the Customer meeting its payment obligations on time. If the Customer

3.9.1 for two consecutive months with the payment of the agreed prices or the customer makes only a partial payment or

3.9.2 Jauca IT shall be entitled to demand payment of the agreed prices in an amount equal to the prices for two (2) months in a period extending over more than two (2) months,

3.9.3 to suspend its services until the prices have been paid or

3.9.4 to terminate the affected services or the entire contract without notice. In addition to the prices for the services provided until the cancellation takes effect, Jauca IT shall be entitled to a compensation fee in the amount of the agreed prices for the period from the cancellation until the end of the regular contract term. The Customer is entitled to prove that Jauca IT has suffered no loss or a lesser loss than the compensation fee. If this proof is provided, only the proven damage shall be reimbursed. Other further rights of Jauca IT due to default remain unaffected. Termination of the contract shall not release the Customer from the obligation to pay for the services used up to the time of termination.

3.10 Travelling costs, expenses and other ancillary costs and disbursements incurred by Jauca IT for the provision of the contractually owed services shall be invoiced to the Customer additionally and at cost, unless otherwise specified in the offer.

4 Liability

4.1 Jauca IT shall be liable without limitation for damage caused by gross negligence or wilful intent on the part of Jauca IT, its legal representatives or vicarious agents. Jauca IT shall also have unlimited liability for damages resulting from culpable injury to life, limb or health.

4.2 Furthermore, liability is excluded for all cases of slight and gross negligence.

4.3 In any case, Jauca IT shall not be liable for indirect damage (including, in particular, damage caused by business interruption and restriction), loss of profit, loss of savings and damage to image.

4.4 The above limitations of liability also apply in favour of the legal representatives and employees of Jauca IT and also apply in the case of pre-contractual or tortious liability.

4.5 Jauca IT's liability for damages under the Product Liability Act remains unaffected.

4.6 Insofar as Jauca IT is not responsible for backing up the Customer's data in accordance with the offer, Jauca IT's liability in the event of data loss is limited to the restoration costs that would have been incurred if the Customer had backed up the data in accordance with its obligations.

4.7 Jauca IT shall not be liable if the provision of the service is temporarily interrupted, wholly or partially restricted or impossible due to force majeure. Force majeure includes, in particular, natural events of particular intensity (avalanches, floods, landslides, etc.), warlike events, riots, epidemics, pandemics, unforeseeable official restrictions, etc. If Jauca IT is unable to fulfil its contractual obligations, performance shall be postponed in accordance with the event that has occurred. Jauca IT shall not be liable for any losses incurred by the Customer as a result of the postponement.

4.8 Jauca IT accepts no liability for profits or increases in turnover that may result from the use of our services. Particularly in the area of search engine optimisation (SEO), we emphasise that our work is carried out according to a fixed work plan. However, we would like to point out that placement in the search results depends on a variety of factors that are mainly determined algorithmically and are therefore beyond our control. Consequently, we cannot guarantee top rankings. Our services are provided purely as a service, with no promise of specific results or success.

5 Confidentiality and data protection

5.1 The parties shall keep secret all confidential information of the other party that comes to their knowledge in the course of the cooperation, i.e. protect it with due care against unauthorised access. Authorised persons within the meaning of this provision are the subcontractors and employees of Jauca IT deployed in accordance with the contract. The parties undertake to involve only those employees or third parties in the co-operation who have previously been bound to confidentiality in a comparable form.

5.2 All information of a party - regardless of its form - that is labelled as confidential in writing or whose confidentiality clearly results from its nature, in particular trade and business secrets, is subject to confidentiality. The terms and conditions of the offer are also subject to confidentiality.

5.3 Non-confidential information is information that the receiving party can prove either (a) is or was generally accessible, (b) was already in the party's possession without an obligation of confidentiality, (c) was developed independently and without the use of confidential information by another party, or (d) was lawfully acquired from a third party who was not under an obligation of confidentiality.

5.4 Jauca IT shall fulfil the agreed data protection and data security requirements of the Customer. Both parties shall comply with the applicable data protection provisions, in particular those applicable in Switzerland, and shall oblige their employees deployed in connection with the contract to maintain data secrecy, unless they are already generally obliged to do so. Insofar as Jauca IT processes personal data in the course of providing its services under this agreement, Jauca IT shall act exclusively on behalf of and on the instructions of the Customer. The parties shall conclude a separate written agreement on order processing for this purpose.

5.5 The confidentiality obligations continue for three years after the end of the respective contract.

6 Term and cancellation

6.1 Unless otherwise stipulated in the offer, Jauca IT shall provide the agreed services within the framework of continuing obligations from the time of provision for an unlimited period, initially for the minimum contract term specified in the offer.

6.2 The customer has no right of cancellation or ordinary termination beyond the periods of notice agreed in the offer, in particular not during the minimum contract term.

6.3 Notwithstanding any rights to ordinary termination of services, the right of both parties to terminate for good cause remains unaffected. If the reason for termination consists of a breach of a contractual obligation, the terminating party must set the other party a reasonable period of time to remedy the reason for termination prior to termination.

6.4 Cancellations must be made in writing.

7 General provisions

7.1 The parties may use each other's companies and brands publicly (in particular on the company website or in brochures) as a reference. In addition, the customer has the option of acting as a reference customer for Jauca IT on the basis of a separate agreement.

7.2 The assignment of rights or obligations of the Customer under the contract to third parties is excluded without the prior written consent of Jauca IT.

7.3 Offsetting by the customer is only possible with the consent of Jauca IT.

7.4 Amendments and supplements to the offer or the GTC / BVB must be made in writing. This also applies to any cancellation or waiver of the written form requirement.

7.5 If written form is required in accordance with the GTC / BVB, text form (e.g. notifications by e-mail) shall be sufficient for compliance, unless otherwise agreed in individual cases.

7.6 The legal relationship between the parties shall be governed exclusively by Swiss law to the exclusion, as far as possible, of international conventions (e.g. UN Convention on Contracts for the International Sale of Goods), insofar as an exclusion is permissible and possible.

7.7 The exclusive place of jurisdiction is the registered office of Jauca IT.