1.     Scope

These General Terms and Conditions («GTC») govern the business relationships between problem solved GmbH, Teufener Strasse 89 in 9000 St. Gallen, (hereinafter referred to as «Provider») and their customers in the context of SaaS services as well as the implementation, project, consulting, and support services of the Provider (hereinafter collectively referred to as «Services»).

The relationship between the Provider and the Customer is governed by a framework agreement («Agreement») along with the associated attachments. These GTC are considered such an attachment to the Agreement. Together, the Agreement and all attachments form the «Contract».

As far as the Agreement and/or attachment contain no or no different provisions, these GTC apply to the entire contractual relationship as well as the pre-contractual relationship between the parties.

2.     Conclusion of the Contract

The Contract is concluded as soon as the Customer accepts the Provider's offer and confirms it to the Provider. This usually occurs through written or electronic confirmation.

3.     Provider's Services

The obligations of the Provider are conclusively defined in the Contract.

Unless the Agreement or its attachments expressly provide for the delivery of a specific work result, the Provider is not obliged to produce such a result. The Provider owes only a careful performance of activities.

The Provider has the right to engage third parties to fulfill the Contract.

4.     Cloud Services

In order to provide IT resources (especially computing power, storage, network capacity) and software over the Internet, without installation at the Customer («Cloud Services»), the Provider uses external, specialized cloud providers («Cloud Provider»). The Provider has no influence on their business activities.

As far as the Contract grants the Customer usage rights for Cloud Services, the Customer receives a non-exclusive, Contract-duration-limited, and non-transferable right to use the Cloud Services for internal business purposes.

The usage right includes only the intended and contract-compliant use. Subject to mandatory law, the Customer is prohibited from copying, decompiling, editing, distributing, creating derivative works, operating a data center with, or making the Cloud Services or their components available to third parties.

5.     Additional Customer Obligations

The Customer has informed themselves about the essential functions of the Cloud Services before concluding the Contract. The risk that the Cloud Services do not meet the Customer's requirements and needs is borne exclusively by the Customer. Technical requirements and possibilities of use are communicated upon request.

The Customer ensures, according to the Provider's specifications, the necessary infrastructure and working environment for users, such as providing sufficient Internet bandwidth.

The Customer checks every service and delivery of the Provider for defects and usability before it is used productively.

The Customer reports problems and defects (especially of the Cloud Services) immediately and in text form (including email).

The cooperation obligations of the Customer are derived from the Contract. Additionally, the Customer must undertake all actions deemed necessary by the Provider for Contract fulfillment. In particular, the Customer ensures that all necessary information, data, documents, and required personnel are available in a timely or reasonable manner.

The Customer appoints an authorized contact person and their deputy.

If the Customer violates their cooperation obligations, all of the Provider's commitments to deadlines and availability cease to apply. The Provider's liability for damages resulting from such obligations' violations is completely excluded; resulting additional costs are borne by the Customer.

The Customer must immediately report any use exceeding the agreed licensed scope. The Provider and the Cloud Provider are entitled to verify the contract-compliant use and adherence to the agreed measurement parameters. If an overuse is determined by the Provider, the Cloud Provider, or the Customer themselves, the Customer owes additional compensation from the point the overuse occurred.

Access to the Cloud Services is secured by a password protection. The Customer bears the exclusive responsibility for the quality of passwords and the adequate confidentiality of these passwords.

6.     Intellectual Property Rights

All intellectual property rights to the Cloud Services and associated documentation remain with the Provider or the respective rights holders.

The Provider is entitled to use ideas, concepts, and methods of information processing and IT services, developed alone or jointly with Customer employees during Contract fulfillment, also in providing similar services to other customers.

Software, software adjustments, concepts, know-how, information, data, as well as all documents and materials provided by the Provider during contract negotiations or the Contract processing remain the exclusive intellectual property of the Provider. The Customer may neither replicate nor make them available to third parties. If no Contract is concluded, the Customer must return the relevant documents upon instruction from the Provider or delete them permanently; further use is excluded.

Unless the Contract provides otherwise, all intellectual property rights to all software components, software adjustments, documentation, concepts, methods, work results, and other documents and results generated or provided during the initiation or fulfillment of the Contract remain exclusively with the Provider. This also applies if they were created entirely or partly through the involvement or specifications of the Customer.

7.     Remuneration

The remuneration for the Provider's services is derived from the Agreement and its associated attachments; all prices are exclusive of VAT.

Price adjustments for each renewal period remain reserved. A failure to increase the price once does not constitute a waiver of future adjustments.

If the actual effort exceeds an agreed fixed price and is at least partially due to incomplete or incorrect information from the Customer or insufficient cooperation, the Provider is entitled to increase the price by the additional effort caused after corresponding information or warning. The causal relationship between inadequate cooperation and additional effort is presumed.

8.     Payment Terms

Unless the Agreement provides otherwise, the remuneration is billed to the Customer monthly.

All bank charges (especially fees for foreign transfers) are borne by the Customer.

The remuneration must be paid by the due date indicated on the invoice; the payment term is 30 days from the invoice date. Within this term, the Customer can raise justified objections in text form (including email). After the term expires, the invoice is considered to have been accepted without reservation.

Upon expiration of the term, the Customer is in default and owes default interest of 5% p.a. In the event of default, the Provider is entitled, after giving a written final ten-day grace period, to temporarily suspend its services and block software access. The Customer bears the resulting additional costs.

9.     Warranty

Regarding the Provider's services without a deliverable work result, the Provider warrants that these are performed with the industry-standard care.

The Provider warrants the functionality of the Cloud Services within the scope of the product documentation published by the Cloud Provider. Any further warranty is excluded; particularly, no guarantee of error-free or disturbance-free operation is given.

Defects must be reported immediately upon discovery in text form (including email) so that they can be forwarded to the Cloud Provider in a timely manner.

Any warranty of the Provider expires in the case of non-compliant use according to item 4.

10.  Liability

The Provider's liability is limited to intent and gross negligence.

Furthermore, the Provider is liable only for direct damages proved by the Customer in connection with the contractually agreed service fulfillment, unless the Provider proves that there is no fault on their part.

The Provider's liability is, as far as legally permissible, overall limited to the remuneration the Customer has paid for the service causing the damage, according to the Contract, in the twelve (12) months preceding the damage event, in relation to recurring fees, meaning at most what is owed for one contractual year as remuneration.

The Provider's liability for pure financial losses, indirect damages, or consequential damages such as lost profit, unrealized savings, the Customer's own expenses such as additional personnel costs, third-party recourse claims, delay damages, damages from data loss, damages from data corruption, or costs resulting from third-party involvement by the Customer are, as far as legally permissible, completely excluded.

The Provider is not liable for the conduct of engaged auxiliary persons.

11.  Force Majeure

Neither the Provider nor the Customer are liable for events of force majeure. If the Provider is hindered from fulfilling the Contract due to force majeure, particularly but not limited to natural events such as storms, lightning, fire or earthquakes, epidemics, pandemics, acts of war, strikes, virus attacks or disruptions of public traffic or communication infrastructure despite due diligence, the provision of services or the agreed dates are postponed according to the duration and impact of the event.

Disruptions to the communication infrastructure used by the Customer are not considered force majeure and do not release the Customer, in particular, from their payment obligation.

12.  Confidentiality

Both parties commit to treat all received information, data, documents, and documentation related to the Contract, for which confidentiality is of interest – particularly business and trade secrets, including the underlying ideas, concepts, procedures, and technical details of the Provider's services as well as information about the Customer's customers – confidentially and not to disclose them to third parties without the express consent of the other party.

The confidentiality obligation does not apply to information that

(a) was already known to the recipient demonstrably,

(b) was or became publicly known or generally accessible before or after its disclosure without the recipient's fault, or

(c) was legitimately disclosed to the recipient by a third party authorized to do so.

The confidentiality obligation continues beyond the termination of the Contract.

The parties commit their employees and engaged third parties to comply with these confidentiality provisions.

The Provider is entitled to name the Customer in its communication, on social media, and on its website as a reference using the Customer's logo.

13.  Data Protection

The protection of the Customer's data is ensured in accordance with the applicable data protection law and the Provider and any third parties commissioned by the Provider will process the Customer's data only within the scope of the Contract's fulfillment. The Customer grants the Provider and any third parties engaged by the Provider a storage, copying, and processing right with regard to the data managed by the software.

The Customer guarantees in turn that the legal requirements regarding the processing of personal data are met so that the Provider can perform its services as a data processor without violating data protection regulations.

14.  Contract Duration and Termination

The Contract becomes effective upon signing. Its duration is determined by the Agreement and the attachments. Unless otherwise specified there, the Contract ends with the complete fulfillment by both parties.

Termination is permissible if it is a continuing obligation or the Contract explicitly allows for termination. The termination modalities are derived from the Agreement and the attachments.

Both parties can terminate the Agreement or individual attachments extraordinarily in the event of significant Contract violations – including payment defaults. Such termination is permissible only after an unused expiration of a 30-day grace period.

Extraordinary termination of the entire Contract is only permissible if the Contract violation affects the entire contractual relationship.

After the end of the Contract, the Customer must return all materials provided by the Provider. Access to the Cloud Services will be blocked at the termination time. Customer data will be returned to the Customer – if technically possible or commissioned – before or immediately after blocking in an appropriate form; the provision is chargeable according to effort. Subsequently, the data will be deleted by the Provider and the Cloud Provider.

15.  Changes to the GTC

The Provider reserves the right to change these GTC at any time. Changes will be communicated in a timely manner and are considered accepted unless the Customer objects within 30 days.

16.  Applicable Law and Jurisdiction

These GTC and all contractual relationships between Provider and Customer are subject to Swiss law. The exclusive place of jurisdiction is Winterthur, Switzerland.

17.  Final Provisions

The Contract replaces agreements, correspondence, statements, or negotiations about the subject matter in all aspects, unless explicitly referenced in the Contract. This applies also to offers, specifications, and tenders.

If individual provisions of these GTC are invalid or incomplete, the validity of the remaining provisions remains unaffected. In place of the invalid or incomplete provision, a regulation that comes closest to the economic purpose of the original provision occurs.

Version, September 2025