General Terms and Conditions (GTC) of Optive AG

IT services for the procurement, trade and maintenance of IT hardware and software as well as the provision of related services

1. scope of application

These General Terms and Conditions (GTC) apply to all contracts, deliveries and services between Optive AG (hereinafter referred to as "Optive") and the customer and partners (hereinafter referred to as "client" or "client"), unless expressly agreed otherwise in writing.

2. general terms and conditions of Optive AG

Orders can be placed verbally or in writing, in person, by telephone or via the Internet. The following General Terms and Conditions of Optive AG, headquartered in 9545 Wängi TG, shall apply in all cases.

3. general

Optive AG provides services in the areas of archiving, document management (DMS), workflow, ECM, EIM systems and other software for companies (client or principal). In addition, Optive AG provides the trade of optical readers as well as the associated services such as repairs or adjustments to configurations for companies (client or principal). All our business activities are subject to these terms and conditions in their entirety, unless they have been amended or supplemented by written agreements.

4. subject matter of the contract

The subject matter of the contract is set out in the respective order, offer or contract between Optive and the customer.

Optive AG provides the following services in particular:

• Individual customizing and documentation of solutions
• Supply and maintenance of IT hardware and software
• Software development, installation, integration
• IT consulting, support and services

5. installations and programming

An error-free standard installation is required for the installation of additional hardware or software and for the programming of readers. The software required for any subsequent installations must be available on the system.

Additional expenses incurred due to incomplete or faulty installations or missing software will be invoiced additionally. The client accepts additional expenditure of up to 20% of the quoted expenditure without the need for prior verbal or written notification by Optive AG. Optive AG will inform the client in the event of any additional expenditure. In this case, work that has not yet been carried out will only be continued after approval by the client.

6 Obligations of the client to cooperate

The client undertakes to provide all information, access and documents required for the provision of services in good time. Delays caused by incomplete or late cooperation will extend the agreed deadlines appropriately. In such cases, Optive may charge for additional expenses.

7. data and system backup

The client is fully responsible for data and system backups. He or she is obliged to carry out the necessary backups before Optive AG makes any changes to hardware or software. Optive AG cannot be held liable at any time for any loss of data or damage caused by the complete or partial failure of one or more systems. Any loss of profit cannot be claimed either. In this context, we refer to Optive AG's privacy policy. By providing the data, the customer expressly agrees to the data protection provisions of Optive AG. Optive AG has a documented Incidence Response Plan, which is used for the early identification, assessment and treatment of security-relevant incidents. The aim of this plan is to minimize risks through appropriate technical and organizational measures (TOM) in accordance with Art. 32 GDPR. All data processing carried out within the scope of a service relationship is carried out on the basis of and in compliance with the order processing contract (AVV) of Optive AG, which is an integral part of the contractual relationship.

8 Rights of use and copyright

Unless otherwise agreed, the customer receives a simple, non-transferable right to use the software supplied or developed by Optive as well as customizing services provided. The passing on, duplication or modification of software, scripts, documentation, archive structures and other individually created content requires the written consent of Optive AG. All customizing (e.g. archive structures, metadata masks, scripts, connections, documentation) is subject to the copyright of Optive AG and may not be used or copied for other projects without written consent. Open source components are subject to the respective license conditions and are marked accordingly.

9. guarantee

For new hardware or software, the maximum warranty provided by the manufacturer of the corresponding product can be claimed. Faulty or defective hardware or software will be repaired, exchanged or replaced at cost. Faulty or defective optical readers will be replaced or repaired within the scope of the two-year guarantee, provided there is no negligent third-party fault on the part of the customer. This warranty period begins on the date of purchase and also applies to any replacement devices.

For individually created customizing services (e.g. archive structures, scripts, interface connections), Optive AG grants a guarantee of three months from acceptance or handover of the service. After expiry of this period, changes, bug fixes or extensions are subject to a charge and will be invoiced on a time and material basis. The statutory warranty rights apply to software, unless otherwise contractually agreed. Optive is not liable for faults or damage caused by improper operation, changes made by the customer or external influences.

10. offers

Our offers are limited in time, either in accordance with the statutory regulations or in accordance with the special information in the offers. Unless otherwise specified, an offer is valid for 30 days. We reserve the property rights and copyrights to all documents belonging to a quotation. At our request, these documents must be returned to us if the corresponding order is not placed. A quotation must always be treated confidentially and may not be passed on to third parties without our consent.

11 Cancellations

If an order is canceled by the client, Optive AG reserves the right to claim lost profits. In any case, costs that have already been incurred and price increases resulting from a reduction in the order must be borne by the client.

12. prices

Unless otherwise agreed, prices are quoted in CHF net excluding VAT, plus transportation, packaging and customs duties. Orders from abroad are excluded. These are invoiced in EUR. Optive AG reserves the right to make market-related price adjustments or those resulting from specific cost increases (e.g. wage and material costs or exchange rates).

13. support, service times hotline

Support is generally subject to a charge at the current hourly rates. This also applies to troubleshooting and analysis. Messages should be sent via the support@optive.ch email address or by telephone via the main number 052 366 42 42. It is recommended to send an email as this automatically triggers a ticket in our ticket system.

Service hours are Monday - Friday (excluding federal and cantonal holidays) from 08:00 - 12:00 and from 13:00 - 17:00. Outside these service hours, the call will be forwarded to the Piket control center.

The Piket head office opens a ticket on the ticket system free of charge. This is processed according to "best effort" during office hours. If an extraordinary assignment is required outside of service hours, this can only be initiated by telephone. The costs for this are double the current hourly rate (excl. VAT) plus working time and extras according to the current hourly rate.

If a separate RIS or support subscription contract has been concluded, the information contained therein shall apply.

14. notice of defects

Unless a special acceptance procedure has been agreed, the customer must inspect the products himself and report any defects in writing. If the customer fails to do so within two weeks of delivery, the products shall be deemed to be free of defects in all functions and the delivery shall be deemed to have been approved. The customer is then obliged to pay on time.

15. payment

The entire outstanding invoice amount is payable net within 30 days of the invoice date. If payment is not made as agreed, the client will be in default without a reminder. If payment is not made after the first reminder, mit Optive AG reserves the right to restrict or discontinue the service without further notice. If an order exceeds the sum of CHF 10,000.00, the following terms of payment apply: Software and hardware after delivery. Services monthly according to actual expenditure. Optive AG may invoice on the day the contractual service is provided. Foreign orders are excluded from this regulation and must be paid in advance. Goods will not be dispatched until payment has been received. Volume and dealer discounts apply to optical readers and are shown separately. No discounts can be granted for licenses and reprogramming of optical readers.

16. time of performance/delay

Deadlines are only binding if they have been expressly confirmed in writing. In the event of delays due to force majeure or unforeseeable events for which Optive is not responsible (e.g. power failures, cyber attacks, illness, delivery bottlenecks at manufacturers), deadlines shall be extended accordingly.

17. liability

Optive AG is only liable for damages caused intentionally or through gross negligence.

In the event of slight negligence, Optive is only liable for the breach of essential contractual obligations (cardinal obligations), limited to the typically foreseeable damage. Liability for indirect damages, loss of data or loss of profit is excluded to the extent permitted by law.

18 Confidentiality and data protection

Optive AG and the customer mutually undertake to keep confidential all information and documents that are part of the business confidentiality. This obligation does not apply to information that is demonstrably in the public domain or becomes public knowledge without any action on the part of the recipient of the information. The obligation to maintain confidentiality shall continue to apply after termination of the contractual relationship.

Personal data is processed by Optive exclusively in accordance with the applicable data protection laws, in particular the Swiss Data Protection Act (DSG). Further information can be found in the privacy policy.

19 Contract duration and termination

Contracts for ongoing services run for an indefinite period unless otherwise agreed in writing. Both parties may terminate the contract with three months' notice to the end of the year.

20. non-solicitation

The parties will not poach each other's employees or contractors. This obligation applies for the duration of the contractual obligations between the customer and Optive AG and for one year thereafter.

21 Change management

As part of a change management procedure, the parties may change the commercial conditions such as the scope of services, deadlines and costs at any time. Such changes can be made both in writing and verbally. However, verbal changes must always be recorded in a protocol. This must be brought to the attention of the other party. Otherwise, the verbal changes shall be deemed not to have been made.

Amendments to the contract that go beyond paragraph 1 are only valid if they are made in writing. This written form requirement can only be waived in writing.

22 Supplementary law

Unless otherwise agreed, the provisions of Swiss law shall apply.

23. place of jurisdiction

The orders agreed with Optive AG are subject to Swiss law. The place of jurisdiction is Wängi. The client expressly declares that he or she submits to the place of jurisdiction agreed here, waiving his or her ordinary place of residence.

24. severability clause

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision.

25. validity

These General Terms and Conditions are valid from September 1, 2025 and replace all previous versions.