General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts and business relationships between W89 GmbH, Zugerstrasse 6, 6330 Cham, Switzerland (hereinafter "W89") and its clients (hereinafter "Client"). Irrespective of how a contract is classified in law, they cover all services provided by W89, in particular advisory work, conception, operating model and architecture work, development, implementation, integration, adaptation and maintenance of software and AI systems, training and enablement, as well as activities in the area of Strategic Capital.

1.2 These GTC apply exclusively to clients who enter into the contract in the course of their commercial or self-employed professional activity. W89 does not provide services to consumers within the meaning of Art. 32 of the Swiss Civil Procedure Code or Art. 2(1) of Directive 2011/83/EU.

1.3 Deviating or supplementary terms of the Client are only recognised if W89 has expressly agreed to them in writing. The Client's general terms and conditions shall not apply, even if W89 does not expressly object to them. W89 refers to the applicability of these GTC in proposals, contracts, and order confirmations and keeps them permanently available at w89.ch/terms. By accepting the proposal or by commencing receipt of services, the Client confirms that it had the opportunity to take note of these GTC and agrees to their application. In particular, the Client expressly confirms that it has taken note of the provisions on amendments to these GTC (Section 1.4), on liability and the notification period (Section 7), on acceptance and defects (Section 7a), on reference naming (Section 6.4), on non-solicitation (Section 15), and on the place of jurisdiction (Section 14.4).

1.4 These GTC apply in their current version at any time. W89 reserves the right to amend these GTC at any time. Changes will be communicated to the Client in writing (including email) and are deemed approved if the Client does not object in writing within 30 days.

1.5 In the event of conflicts, the following order of precedence applies: first the Individual Contract, second its annexes, third these GTC. The Client's terms shall in no case take precedence over these GTC.

1.6 These GTC exist in a German and an English version. In the event of any discrepancy or difference in interpretation, the German version shall prevail exclusively.

2. Services

2.1 W89 provides the services described in the respective Individual Contract. The nature, scope, timeline, and remuneration are defined in separate proposals, contracts, or order confirmations (hereinafter "Individual Contract"). Where an Individual Contract contains both advisory and productive elements, the provisions of Section 7a apply in addition to the productive elements.

2.2 W89 performs all services, including in the area of Strategic Capital, to the best of its knowledge and in accordance with recognised professional standards. These are without exception obligations of means (duty of care), not guarantees of results, unless otherwise expressly agreed in the Individual Contract.

2.3 W89 is entitled to engage qualified third parties (subcontractors, freelancers, cloud and platform providers) for service delivery. W89 selects them with due care and remains responsible to the Client for the proper performance of services. Liability of W89 for the conduct of engaged auxiliary persons is excluded to the extent permitted by law (Art. 101 para. 2 CO). Liability for W89's own fault and that of its corporate bodies under Section 7.1 remains reserved.

2.4 Changes to the scope of services after contract conclusion require a written agreement (Change Request). Additional effort resulting from change requests by the Client shall be invoiced at the agreed hourly or daily rates.

2.5 W89 relies on the accuracy and completeness of the information, data, and documents provided by the Client. W89 is not obliged to verify the accuracy or completeness of information provided by the Client. To the extent permitted by law, W89 assumes no liability for results, recommendations, or Deliverables based on incorrect, incomplete, or misleading Client information.

2.6 Recommendations by W89 regarding third-party providers, software, tools, or other third-party products and services are provided without warranty. W89 assumes no liability for the quality, availability, security, or suitability of third-party services. The Client is solely responsible for the selection and use of such third-party services.

3. Client Obligations

3.1 The Client shall provide W89 with all information, documents, data, and access required for service delivery in a timely manner. The Client warrants the accuracy and completeness of the information provided.

3.2 The Client shall designate a contact person authorised to receive information, issue instructions, and accept deliverables.

3.3 Delays resulting from missing, incomplete, or late cooperation by the Client shall not be attributable to W89. In such cases, agreed deadlines shall be extended accordingly. The Client's obligation to pay fees remains unaffected; fee reductions are excluded.

4. Fees and Payment Terms

4.1 Fees are determined by the respective Individual Contract. Unless otherwise agreed, billing is based on actual time spent at the agreed hourly or daily rates.

4.2 All prices are in Swiss Francs (CHF) and exclusive of the applicable value-added tax (VAT), if applicable.

4.3 Invoices are payable within 10 days of the invoice date without deduction. The invoice date constitutes the due date. The Client may not set off counterclaims or exercise rights of retention unless the underlying counterclaim is undisputed or has been established by final court judgment.

4.4 In the event of late payment, W89 is entitled to charge default interest of 5% per annum without further notice. In addition, W89 may suspend the provision of further services until all outstanding amounts have been paid in full.

4.5 W89 is entitled to request reasonable advance payments or instalments, in particular for larger project scopes.

4.6 Expenses and out-of-pocket costs (travel, accommodation, materials, etc.) are invoiced separately at actual cost or as agreed in advance.

5. Confidentiality

5.1 Both parties undertake to treat all confidential information of the other party obtained in the course of the collaboration as strictly confidential and neither to make it accessible to third parties nor to use it for any other purpose. Confidential information includes in particular: trade secrets, technical information, strategic plans, financial data, and all information marked as "confidential".

5.2 This confidentiality obligation does not apply to information that: (a) was already publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) was demonstrably already lawfully known to the receiving party; (c) was received from an authorised third party without a confidentiality obligation; (d) was independently developed by the receiving party; or (e) must be disclosed due to a legal obligation, regulatory order, or court order, provided the disclosing party promptly notifies the other party in advance to the extent legally permissible.

5.3 The confidentiality obligation shall survive the termination of the contract for a period of five (5) years.

6. Intellectual Property

6.1 Pre-existing intellectual property (Background IP) of each party remains with the respective party. Nothing in these GTC effects a transfer of Background IP.

6.2 Work products created specifically for the Client in the course of the engagement (reports, analyses, client-specific concepts, presentations, hereinafter "Deliverables") transfer to the Client upon full payment of the agreed fees.

6.3 Expressly excluded from the transfer pursuant to Section 6.2 are: general methods, frameworks, tools, templates, libraries, and generic know-how of W89 (hereinafter "W89 IP"). W89 retains all rights to W89 IP. To the extent Deliverables contain W89 IP, W89 grants the Client a non-exclusive, perpetual, non-transferable licence to use the relevant components of W89 IP, limited to the purpose of using the Deliverables.

6.4 W89 is entitled to name the Client as a reference (name and general description of the project) unless the Client objects in writing within 14 days of the relevant notification.

7. Liability

7.1 W89 is liable for direct damages demonstrably caused by unlawful intent or gross negligence of W89 or its corporate bodies. Liability for slight negligence is excluded to the extent permitted by law. Section 2.3 applies to engaged auxiliary persons.

7.2 To the extent W89 is liable under Section 7.1 or Section 7a, the total liability under an Individual Contract is limited in amount to the sum of fees actually paid under the relevant Individual Contract, but in no case more than CHF 500,000 (five hundred thousand Swiss Francs). This limitation does not apply where Art. 100 para. 1 CO precludes it, in particular not in cases of unlawful intent or gross negligence of W89 or its corporate bodies.

7.3 W89 is not liable for indirect damages, consequential damages, lost profits, lost savings, reputational damage, or data loss. Section 7.2 sentence 2 applies accordingly.

7.4 The Client is solely responsible for the implementation and execution of recommendations, strategies, and concepts. W89 assumes no liability for the economic, technical, or other results of such implementations.

7.5 The Client must notify W89 of any claims in writing and with reasons within 12 months of becoming aware of the damage and its cause, and in any event within 24 months of the event causing the damage. Timely notification is a condition for asserting the claim; failing such notification, the claim is forfeited. Statutory limitation periods remain unaffected.

7.6 W89 shall not be liable for regulatory, tax, legal, or other governmental consequences arising from the Client's implementation of recommendations, strategies, or concepts. The Client is solely responsible for obtaining the necessary legal, tax, and regulatory advice prior to implementation.

7.7 The Client shall indemnify and hold harmless W89, its officers, employees, and agents from and against all third-party claims arising out of or in connection with the Client's use, implementation, or distribution of Deliverables, recommendations, strategies, or concepts. This includes in particular the assumption of reasonable costs of legal defence.

7.8 To the extent permitted by law, W89 disclaims any warranty as to the achievement of a particular economic success, of specific results, or of fitness for a purpose not disclosed by the Client. The duty of care under Section 2.2 remains unaffected. This exclusion does not apply in cases of wilful misconduct or gross negligence.

7.9 The liability cap pursuant to Section 7.2 applies cumulatively to all claims of the Client arising from an Individual Contract, regardless of the number of damage-causing events or bases of claim. Section 7.2 sentence 2 applies accordingly.

7a. Acceptance and Defects for Productive Services

7a.1 Where W89 provides development, implementation, or integration services, the following provisions apply in addition. They take precedence over the non-mandatory statutory provisions on contracts for work and services.

7a.2 The Client shall inspect the delivered service within 10 working days of delivery and shall report defects in writing, comprehensibly, and reproducibly. Failing such notice, the service is deemed accepted. If the Client puts the service into productive use in whole or in part, it is deemed accepted upon such use.

7a.3 A defect means only a reproducible, material deviation from the specification agreed in the Individual Contract. The following do not constitute defects: deviations that do not impair the agreed use; errors resulting from changes made by the Client or third parties; errors resulting from an operating, data, or system environment that was not agreed; errors in third-party software, third-party services, or third-party AI models; deviations based on incorrect or incomplete information provided by the Client.

7a.4 In the event of a defect reported in time, W89 has the right to remedy it within a reasonable period. Remedy is the Client's exclusive remedy for defects. Rescission and price reduction are excluded. If the remedy fails after two attempts, the Client may terminate the affected part of the services; services rendered up to that point shall be remunerated.

7a.5 The rights under this Section expire 12 months after delivery. Art. 199 CO in cases of fraudulently concealed defects and Art. 371 para. 3 CO remain reserved.

7a.6 W89 does not warrant that software is free of defects or continuously available. Without express agreement in the Individual Contract, W89 owes no availability, no response times, and no support. Beyond the rights for defects under this Section, services are provided in the condition delivered. The duty of care under Section 2.2 remains unaffected.

8. Force Majeure

8.1 Neither party shall be liable for non-performance or delayed performance of its contractual obligations to the extent that non-performance is attributable to circumstances beyond its reasonable control (force majeure). Force majeure includes in particular: natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government measures, embargoes, sanctions, strikes, lockouts, large-scale cyberattacks, failures of critical infrastructure (internet, power, telecommunications), changes in legislation or regulation, failure of AI systems or cloud services, supply chain disruptions, and comparable events.

8.2 The affected party shall promptly notify the other party of the occurrence and expected duration of the impediment. Contractual deadlines shall be extended by the duration of the impediment.

8.3 If the force majeure event continues for more than 90 consecutive days, either party shall be entitled to terminate the affected Individual Contract with immediate effect in writing. Services already rendered shall be remunerated.

9. Term and Termination

9.1 The contract term is determined by the respective Individual Contract.

9.2 Either party may terminate the contract at any time for cause without notice. Cause exists in particular if: (a) a party fails to fulfil material contractual obligations despite a written reminder and a grace period of at least 15 days; (b) insolvency proceedings are opened against a party's assets or the opening is rejected for lack of assets; (c) a party ceases payments.

9.3 For ordinary termination (where provided in the Individual Contract), the notice period is 30 days to the end of the month, unless otherwise agreed in the Individual Contract.

9.4 In the event of early termination, services rendered up to the date of termination shall be remunerated in full. Advance payments made shall be offset on a pro rata basis.

9.5 The provisions on Confidentiality (Section 5), Intellectual Property (Section 6), Liability (Section 7), Acceptance and Defects (Section 7a), AI Systems (Section 12), Final Provisions (Section 14), and Non-Solicitation (Section 15) shall survive termination of the contract.

9.6 To the extent an Individual Contract qualifies as a mandate within the meaning of Art. 394 et seq. CO, the right to revoke or terminate at any time under Art. 404 para. 1 CO remains reserved. If a party exercises this right, W89 shall be remunerated for: the services rendered up to the effective date, the expenditure already incurred and commitments to third parties that can no longer be reversed, and, in the event of termination at an inopportune time, the resulting damage pursuant to Art. 404 para. 2 CO. The parties record that the periods, minimum terms, and capacity commitments agreed in the Individual Contract form the basis of the pricing.

9.7 Upon termination, each party shall return or destroy the documents, data, and access credentials provided to it by the other party within 30 days and shall confirm this in writing upon request. W89 may retain copies to the extent required by statutory retention obligations or necessary to safeguard its own legal claims; the confidentiality obligation under Section 5 continues to apply to such copies. W89 is entitled to block the Client's access to environments, portals, and accounts operated by W89 upon termination taking effect, and to block such access temporarily in the event of late payment following prior written notice and a grace period of ten days. A right of retention of W89 over Deliverables until full payment remains reserved.

10. Data Protection

10.1 The parties shall comply with applicable data protection regulations, in particular the Swiss Federal Act on Data Protection (revDSG/nFADP) and, where applicable, the GDPR.

10.2 Where W89 processes personal data on behalf of the Client, the parties shall conclude a separate data processing agreement. The Client remains the controller within the meaning of applicable data protection law.

10.3 Details on the processing of personal data by W89 as controller can be found in the W89 Privacy Policy at w89.ch.

11. Strategic Capital

11.1 In the area of Strategic Capital, W89 makes its own strategic equity investments (direct investments) in companies and projects. This activity does not constitute investment advice, asset management, or any other regulated financial service within the meaning of the Swiss Financial Services Act (FinSA/FIDLEG).

11.2 W89 is not a licensed financial service provider within the meaning of FinSA/FIDLEG and is not subject to supervision by the Swiss Financial Market Supervisory Authority (FINMA).

11.3 W89 does not provide clients with recommendations to buy, sell, or hold financial instruments. Information, analyses, or assessments in connection with Strategic Capital serve exclusively to describe W89's own investment activity and do not constitute an offer or solicitation to acquire or dispose of equity interests.

11.4 Past results and performance are not a reliable indicator of future results.

12. AI Systems

12.1 Where W89 develops, integrates, or adapts AI systems under an Individual Contract, the parties shall specify in that Individual Contract which party acts as provider and which as deployer within the meaning of Regulation (EU) 2024/1689 (AI Act), where its scope of application is engaged. In the absence of such a specification, the Client is deemed the deployer within the meaning of Art. 3(4) of the AI Act; W89 is not deemed the provider.

12.2 W89 does not place AI systems delivered, integrated, or adapted by it on the market or into service under its own name or its own trademark. The Client places the system on the market under its own name or puts it into service under its own name. The Client is not entitled to affix the name or trademark of W89 to delivered systems or to designate W89 as provider within the meaning of the AI Act vis-a-vis third parties or authorities. If the Client acts in breach of this, it shall indemnify W89 against all claims, obligations, costs, and regulatory measures arising therefrom.

12.3 The Client fulfils the transparency obligations under Art. 50 of the AI Act on its own responsibility, in particular the obligation to inform about interaction with an AI system and to disclose artificially generated or manipulated content. W89 does not owe the fulfilment of these obligations unless otherwise agreed in the Individual Contract and separately remunerated.

12.4 Both parties shall take measures regarding AI literacy pursuant to Art. 4 of the AI Act within their own sphere. Where W89 supplies components, tools, services, or processes that are integrated into a high-risk AI system of the Client, the parties shall conclude the written agreement required under Art. 25(4) of the AI Act; scope and remuneration are governed by the Individual Contract.

12.5 The Client shall inform W89 before the start of the project of the intended purpose of use and of the groups of persons affected. The Client is solely responsible for assessing whether the intended use falls under Annex III of the AI Act or is otherwise to be classified as high-risk.

12.6 If the Client uses a system delivered or integrated by W89 in an application area not agreed in the Individual Contract, or substantially modifies it, the Client bears sole responsibility for doing so. The Client shall indemnify W89 against third-party claims and regulatory measures arising therefrom.

12.7 W89 does not owe any conformity assessment, CE marking, registration in the EU database, or fundamental rights impact assessment unless expressly agreed in the Individual Contract and separately remunerated.

12.8 Outputs produced using generative AI systems may be inaccurate, incomplete, or legally problematic. The Client shall review such outputs on its own responsibility before productive use. Section 7.4 applies accordingly.

13. Severability

Should individual provisions of these GTC be or become wholly or partially invalid, unenforceable, or void, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely achieves the economic purpose of the invalid provision. The same applies to any gaps in the contract.

14. Final Provisions

14.1 Amendments and additions to these GTC and to Individual Contracts require written form. No oral side agreements exist. The written form requirement can itself only be waived in writing.

14.2 The Client may not assign or transfer rights and obligations under the contract to third parties without the prior written consent of W89.

14.3 Substantive Swiss law applies, excluding conflict of laws provisions (PILA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.4 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and Individual Contracts is Zug, Switzerland. However, W89 is entitled to sue the Client at the Client's domicile. Mandatory places of jurisdiction remain reserved.

14.5 These GTC, together with the respective Individual Contract, constitute the entire agreement between the parties with respect to the subject matter of the contract and supersede all prior oral or written arrangements, representations, and agreements (Entire Agreement Clause).

14.6 The failure of a party to exercise or enforce any right under these GTC or an Individual Contract shall not constitute a waiver of such right. A waiver is only effective if expressly declared in writing.

15. Non-Solicitation

15.1 During the term of the contract and for 12 months thereafter, the Client undertakes not to solicit, employ, or engage any employees, corporate bodies, subcontractors, or freelancers who contributed to the provision of services on the part of W89, unless W89 consents in advance in writing. Public job advertisements without targeted approach do not constitute solicitation.

15.2 In the event of a breach of Section 15.1, the Client owes a contractual penalty amounting to six gross monthly salaries of the person concerned, but at least CHF 30,000. Payment of the contractual penalty does not release the Client from compliance with the obligation. Compensation for any further damage remains reserved.

Version of 8 August 2026