This translation is provided for convenience only. In the event of any discrepancy or inconsistency, the original German version of these General Terms and Conditions shall prevail.

General Terms and Conditions (GTC) of Laixo AG (Laixo) for SaaS Services and Other Services

A General Provisions

A.1. Scope

These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all contractual relationships in which a customer (hereinafter referred to as “Customer”) has acquired from Laixo AG (hereinafter referred to as “Laixo”) by accepting an offer from Laixo (hereinafter referred to as “Order”) a) the temporary rights of use to Laixo’s SaaS software as well as other services associated with the use in the sense of a cloud service (hereinafter collectively referred to as the “SaaS Service”); and/or b) has agreed to provide services in the form of consulting services or work services (hereinafter referred to as consulting services and work services together as “Services”).

The GTC consist of the general provisions that apply to all of the aforementioned deliveries and services of Laixo as well as of additional applicable special provisions for the specific area of application mentioned therein. To the extent that the special provisions provide for deviating provisions in their area of application, they shall take precedence over the general provisions. In the event of discrepancies or contradictions, the provisions of the order shall take precedence over those of these GTC.

The scope of these GTC also extends to the pre-contractual relationship between the contracting parties as well as to subsequent contractual amendments.

The Customer’s terms and conditions of purchase and business shall not apply, even if Laixo does not expressly object to them. In particular, these GTC shall also apply if orders or counter-confirmations are made by the customer with reference to the customer’s own terms and conditions of business or purchase. Deviations from these terms and conditions are only effective if they are agreed in writing in the order or confirmed in writing by Laixo.

A.2. Conclusion of Contract

The present GTC alone do not mutually establish any obligations to supply, pay, accept or contract. A claim of the customer to delivery or service in relation to the scope of application of the GTC presupposes an order for the services or deliveries.

Unless otherwise agreed in writing in individual cases, an individual contract for deliveries and services subject to the contract shall be concluded by the Customer signing a binding contractual offer from Laixo in the form of an order. The presentation of products and services on Laixo’s websites or in price lists does not constitute a legally binding contractual offer by Laixo. Unless otherwise stated, offers from Laixo are valid for ten (10) days.

Declarations of acceptance by the Client that contain extensions, restrictions or other changes to the respective contractual offer of Laixo shall be deemed to be a rejection of the original contractual offer of Laixo and shall only lead to the conclusion of an individual contract if they are expressly confirmed by Laixo in writing. Declarations of acceptance by the Customer that are made after the expiry of an acceptance or binding offer period defined in the contract offer shall be deemed to be a new contractual offer by the Customer, which will only become effective when Laixo expressly confirms the acceptance in writing.

A.3. Remuneration and payment terms

The remuneration to be paid by the customer results from the respective order.

All prices are exclusive of the applicable VAT. Invoices are due for payment without deduction within thirty (30) days from the date of invoice.

The customer’s default occurs without further reminder after the expiry of the payment period. Laixo is entitled to charge the statutory default interest and expenses from the occurrence of default. If Laixo’s payment claims appear to be at risk, benefits can be suspended or made dependent on advance payments.

The customer may only offset against undisputed or legally established claims.

A.4. Provision of services

Laixo is entitled to use third parties as subcontractors, for whose careful selection, instruction and supervision it is responsible. Laixo may also provide services of the same or similar nature to other customers.

A.5. Secrecy

The contracting parties undertake to treat the documents, data and information that come to their knowledge during the term of the contract as strictly confidential and to use them only within the framework of the contractual relationship. All information, data and trade secrets of any kind transmitted by one disclosing party to the other receiving party in connection with any contractual relationship between them shall be confidential, even if not separately marked as confidential.

As long as there is an interest in secrecy, the duty of secrecy applies indefinitely, even after the termination of the contract. The duty of confidentiality does not apply to information that is generally accessible, is demonstrably already known to the contracting parties, has been developed independently by them or has been acquired from authorized third parties.

Laixo is entitled to include the customer in its official customer list and thus to advertise in particular on the Laixo website. Further reference information requires the prior consent of the customer.

A.6. Data protection

Laixo and the customer ensure data protection and data security in their respective spheres of influence.

The Customer acknowledges that the execution of the contract may include the collection and processing of personal data within the meaning of the applicable Swiss data protection law, and that Laixo may also transfer data abroad as part of the execution of the contract. Laixo collects and processes personal data of the customer exclusively as described in Laixo’s privacy policy. The current version of the Privacy Policy is published on the Laixo (https://www.laixo.ch) website.

To the extent that Laixo processes personal data for the Client as a processor within the meaning of applicable data protection law, Laixo shall do so exclusively in the manner specified in the Data Processing Agreement (“DPA”) and exclusively for the purposes of the Client and for the performance of the Agreement. In this case, the Customer is solely responsible for determining the purpose and means of the processing or use of the personal data by Laixo within the scope of the Agreement, and in particular for ensuring that such processing does not violate applicable data protection laws. Insofar as Laixo processes the Client’s personal data as a processor, the parties conclude a DPA.

Upon termination of the contract, Laixo will transfer all data (including any copies) that it has processed for the customer, unless otherwise specified in the order, according to the customer’s express instruction or destroy it after 90 days, unless it is prevented from doing so by law or technical reasons to the contrary, within the framework of our usual procedures and in accordance with our retention policy.

A.7. Liability

Liability for direct damage culpably caused by Laixo in fulfilment of an order is limited to a maximum of 20% of the remuneration from the respective order per order, but no more than CHF 10,000, per order and year.

Any liability of Laixo or its auxiliary persons for other or further claims and damages, in particular claims for compensation for indirect or consequential damages, consequential damages or claims by third parties, loss of profit, unrealized savings or loss of earnings as well as loss of data – regardless of the legal basis – is expressly excluded. Laixo is also not liable for damage caused by unauthorized interventions by third parties on the server infrastructure and other systems of Laixo. The risk of such damage is borne solely by the customer. This applies, for example, to interventions by computer viruses or DDoS attacks. The exclusion of liability also includes damages incurred by the customer as a result of measures taken to avert such interventions. The deadlines provided for performance will be extended according to the duration of the action of the circumstances for which Laixo is not responsible.

Further mandatory legal liability, such as under Art. 100 para. 1 CO, is reserved. The liability of the contracting parties for personal injury is and remains unlimited.

A.8. Breach of secrecy and grant of use

If a party or one of its representatives violates the duty of secrecy pursuant to No. A.5, the infringing party owes the other party a contractual penalty of CHF 50,000 for each breach. The right to assert further damages exceeding the contractual penalty remains reserved. In the event of a legal dispute to enforce the claims arising from the present agreement, the plaintiff shall be entitled to reasonable reimbursement of costs and expenses by the other party.

Should the Customer or its employees, auxiliary persons or users designated by the Customer intentionally or grossly negligently violate the provisions on the use and protection of the SaaS Service or the SaaS Software, the Customer shall owe Laixo a contractual penalty in the amount of three times the full gross license fee owed for the intended use of the SaaS Service, but not less than CHF 10,000.00, for each case of violation. further damage.

The payment of the contractual penalty does not release the customer from the contractual obligations. In particular, Laixo is entitled to demand the removal of the unlawful situation or breach of contract at any time or, in the event of repeated violations of the Terms of Use, to withdraw the rights of use granted to the Customer without repayment of the license fees paid by written notification. In the event of revocation of the rights of use, the Customer undertakes to immediately renounce the use of the SaaS Service.

A.9. Force majeure

The contracting parties are released from the obligation to perform under this contract as long as and to the extent that the non-performance of services is due to the occurrence of force majeure circumstances. Circumstances of force majeure include, for example, war, strikes, riots, expropriations, pandemics and epidemics, storms, floods and other natural disasters as well as other circumstances for which the contracting parties are not responsible (e.g. electricity shortages or quotas). Each Contracting Party shall inform the other Contracting Party immediately and in writing of the occurrence of a case of force majeure.

A.10. Final provisions

Changes and additions to an appointment as well as all contract-relevant declarations of intent and declarations on the exercise of design rights, in particular terminations, reminders or deadlines, must be made in writing. Deviations from these T&Cs must also expressly refer to the provision of these T&Cs or a higher-ranking contractual document to be amended. The written form requirement can only be waived by written agreement. The written form is also complied with (apart from terminations) by signatures transmitted electronically, by post, courier or e-mail (e.g. Skribble, DocuSign or AdobeSign or by an electronic scan of the signature).

Rights arising from the order or these GTC may only be assigned by the customer with the prior written consent of Laixo. Laixo is free to transfer the contract in whole or in part to third parties.

The customer must notify Laixo immediately in writing of any changes to its company name or designation, its organizational or legal form as well as its address and contact details. In the absence of notification, Laixo’s declarations addressed to the most recently disclosed information shall be deemed to have been validly served.

If any provision of these GTC or an order is void or becomes legally invalid, the remaining provisions shall continue to apply. In this case, the void or legally invalid provision is to be replaced by a valid provision that comes as close as legally possible in its economic impact to that of the invalid provision.

All contractual and non-contractual claims shall be governed exclusively by Swiss law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980. Conflict of laws does not apply.

The exclusive place of jurisdiction is the ordinary courts at the registered office of Laixo in Switzerland. Laixo may, at its sole discretion, also prosecute the customer at the customer’s registered office.

B SPECIAL PROVISIONS FOR SAAS SERVICES

B.1. Scope

These special terms and conditions for SaaS services shall apply to all contractual relationships in which a customer has placed an order with Laixo to acquire the temporary rights of use of Laixo’s SaaS software with the user documentation provided in each case on the server infrastructure of Laixo or of the platform provider used by Laixo for use by the customer via remote access via the Internet (hereinafter collectively referred to as “SaaS Software”) as well as with this use other services in the sense of a cloud service (e.g. storage space, content delivery service or streaming service) as defined in the order for a limited contract period (hereinafter collectively referred to as the “SaaS Service”).

B.2. Scope of Use

Within the scope of the order, Laixo shall provide the customer with the SaaS software specified there (e.g. model, user, resources) for use via the Internet. For this purpose, Laixo stores the SaaS software on a server platform, which the customer can access via the Internet and thus use the SaaS software. The rights of use of third-party SaaS software created by third parties granted to the customer by Laixo are limited to the extent of those rights of use that the third party has granted to Laixo.

Laixo’s SaaS service is not approved for use in safety-critical or other applications whose failure could result in personal injury, death or catastrophic property damage. If Customer uses Laixo’s Software for use in such applications, Customer acknowledges that such use is at Customer’s sole risk. The Customer agrees to indemnify, defend and hold Laixo harmless from all costs and liabilities arising out of or in connection with such use.

Under these T&Cs in connection with the relevant Order, Laixo grants the Customer the non-exclusive, non-transferable, non-sublicensable and paid right to use the SaaS Software for its own internal purposes in accordance with the provisions of the Order and these T&Cs after full payment of the applicable usage fees. A further acquisition of rights to the SaaS software is not associated with this granting of rights of use. The Customer is expressly not permitted to rent out the SaaS Service or parts thereof and/or to pass them on to third parties.

Unless otherwise stipulated in the Order, the availability owed, i.e. the technical usability of the SaaS Service and the data at the transfer point for use by the Customer, is set at at least 99.5% on an annual average. Excluded from availability are: (a) previously announced interruptions, in particular for maintenance; (b) disruptions due to force majeure, attacks by third parties (e.g. DDoS) or actions of the customer; and (c) disruptions resulting from Customer’s infrastructure or Internet connection.

The technical requirements for the use of the SaaS software and the customer’s network connection result from the order. If the order does not specify different conditions, the customer must use the latest version of the Internet browser and the operating system of the device used (e.g. computer, tablet or smartphone). Laixo may unilaterally adjust the technical requirements applicable at the time of conclusion of the contract at any time; it shall observe a notice period of one (1) month. The Customer undertakes to comply with the technical requirements at all times and to ensure that the Users are familiar with the proper operation of the SaaS Software. When using older or non-commonly used technologies, access to the SaaS Services may be excluded or restricted in whole or in part.

Laixo is entitled to change or limit the range of services offered at any time or to discontinue the provision of individual services altogether. Laixo shall notify the Client in advance of any changes that significantly restrict the range of services offered, subject to a reasonable notice period. In such a case, the Customer is entitled to terminate the relevant contract prematurely, provided that he notifies this termination in writing within three (3) months of receipt of the advance notice. In this case, the termination will take effect on the date of the announced adjustment.

B.3. Trial and Free Features

To the extent that Customer uses the SaaS Service or SaaS Software as a trial version, Laixo grants Customer a license for the sole purpose of testing and evaluation and solely for internal, non-productive purposes and, unless expressly stated otherwise, for a limited period of 30 days (“Trial”).

The trial version as well as the SaaS software selected by the customer with a free scope of services is provided “as is” with the exclusion of any warranties of fact or title. Laixo expressly disclaims all implied or statutory warranties and representations (e.g. regarding operating and operating conditions, functionalities, suitability, etc.). The customer is not entitled to any support, maintenance and care services.

If the trial version is not changed to any fee-based scope of services during the granted trial period, all of the customer’s data will be deleted by Laixo after the expiration of the license for the trial version in accordance with Laixo’s deletion cycles.

B.4. Data, Data Storage and Backup

Laixo shall provide the Customer with storage capacity on the server infrastructure of Laixo or the platform provider used by Laixo in accordance with the order for the storage of the data in connection with the use of the SaaS Software.

The data belongs to the legal area of the customer using the SaaS service, even if it is stored locally at Laixo or Laixo’s platform provider. The customer is solely responsible for the storage, processing and publication of the data. In particular, the customer strictly adheres to the provisions of the applicable data protection law when collecting and processing personal data.

For the duration of the Term, Customer grants Laixo a non-exclusive, non-transferable right to store, edit and use Customer’s Data (hereinafter “Customer Data”) to the extent necessary to: (a) provide the contracted SaaS Services; (b) to ensure the operation, maintenance and technical support of the SaaS Services, in particular the monitoring of the systems; and (c) ensure the security and integrity of the systems, in particular for error analysis and debugging.

Laixo is entitled to use sub-processors for these purposes, insofar as this is permitted in accordance with the Data Processing Agreement (“DPA”) and the applicable data protection law. Laixo is entitled to create and use data derived from customer data in aggregated and anonymized form, provided that no conclusions can be drawn about the customer or individual users. Such data may be used in particular for: (a) statistical evaluations; (b) improving Laixo’s products and services; (c) the generation, improvement and training of algorithms and models, including artificial intelligence (AI) systems; and (d) benchmarking analyses. The resulting aggregated and anonymized data as well as the algorithms and models generated or improved with it are the property of Laixo; the right to use them shall continue to exist even after the termination of the contract.

Laixo allows the Client to download the Client’s data stored on the server during the term of the contract and within ninety (90) days after the termination of the contract in a standardised procedure provided by Laixo. Laixo does not assume any liability for the usability of downloaded data on other systems. Laixo is entitled to delete the customer’s data stored by it for ninety (90) days after termination of the contract, unless Laixo is obliged to retain it under mandatory law.

Laixo takes appropriate precautions against data loss in the event of server infrastructure failures and to prevent unauthorized access to the customer’s data by third parties. For this purpose, Laixo performs regular backups (backup intervals depend on the selected license model), checks the server platform for malware and protects the customer’s access data stored on the server against unauthorized access with suitable means that correspond to the state of the art.

B.5. Customer’s Obligations to Cooperate

The customer is responsible for the provision and maintenance of the end devices required for the use of the SaaS service, the data line for access to the SaaS software (e.g. hardware and operating system, network devices, rental or internet connection, etc.) and ensures that their configuration and technical status comply with Laixo’s current specifications. When using the SaaS Service by the Customer or by the User designated by the User, the Customer shall comply with the specifications in the Order and in the current User Documentation and shall protect the Access Data from unauthorized access. Laixo attributes any actions taken using the Customer’s access data and passwords, such as notifications and changes to user data or other settings, to the Customer.

If the Client enables third parties (in particular service providers or other auxiliary persons commissioned by the Client) to access the SaaS Service or the data contained therein, the Client shall inform Laixo of this in writing in advance and shall name the relevant third parties to Laixo, stating their name, address and type and extent of access. The Customer shall ensure that these third parties comply with the provisions of these T&Cs and shall be liable for their conduct as if they were their own.

Before transmitting or uploading data, files and information to Laixo, the customer checks them for viruses and malware and uses state-of-the-art protection programs.

In the event of serious violations of the terms of use of the SaaS Service (by the Customer himself or by Users designated by the Customer) or the Customer’s obligations to cooperate, Laixo shall be entitled to block the Customer’s access to the SaaS Service. In the event of an unauthorised transfer of use, the Client shall immediately provide Laixo upon request with all information on the assertion of claims against the User, in particular the User’s name and address.

The customer must inform himself about the notice-and-takedown procedure described in SWICO’s Code of Conduct – Hosting (hereinafter referred to as “CCH”) and about the procedure for handling notices described therein. The CCH can be viewed on the SWICO (www.swico.ch) website. The customer must follow instructions from Laixo in connection with the CCH procedure.

The Customer shall take reasonable precautions in the event that the SaaS Software does not work properly in whole or in part (e.g. by data backup, fault diagnosis, regular review of the results).

B.6. Responsibility for Content and Lawful Use

In general, the customer is entitled to use the storage space and the related services in accordance with the contract and its intended purpose. In particular, the customer is responsible for the content of the information (language, images, sounds, computer programs, databases, audio/video files, font licenses, etc.) that he himself (and third parties communicating with him) have transmitted or processed by Laixo, disseminated or made available for retrieval.

The Client undertakes to use the SaaS Service to process only permitted content. In particular, content that violates or endangers the rights of Laixo or third parties, in particular intellectual property rights within the meaning of the law (e.g. copyrights or trademark rights) or personal rights, provisions of the Act against Unfair Competition (UWG) or the business reputation are inadmissible; all content that constitutes criminal offences (namely in the areas of pornography, depiction of violence, racism, trade secrets, defamation and fraud) is also inadmissible (hereinafter collectively referred to as “Inadmissible Content”).

Particularly resource-intensive uses, i.e. uses that may impair the normal functioning and security of the server infrastructure of Laixo or the platform provider used by Laixo as well as the use of the server infrastructure by other customers, are only permitted with the prior consent of Laixo. Laixo has full discretion over the decision whether to grant consent and may revoke any consent given at any time with immediate effect for reasons of securing the operation of the server infrastructure.

B.7. Blocking in the event of inadmissible content

Laixo is not obliged to monitor the content contained in the SaaS service.

Laixo is entitled to block access to the SaaS Service in whole or in part and to suspend the Services temporarily or completely, (i) if the requirements of the notice-and-takedown procedure according to CCH are met, (ii) Laixo is required to do so by a court or authorities, or (iii) could otherwise make itself legally responsible or liable to prosecution, or (iv) if a sample finds concrete indications or suspicion of the disclosure of inadmissible content or otherwise unlawful or contractual use. Laixo is entitled to charge the customer for the expenses incurred in connection with closures and other measures in accordance with the CCH. In addition, the Customer undertakes to fully indemnify Laixo if a third party wants to hold Laixo in law in connection with the making available of inadmissible content via the Application. This also includes the reimbursement of the costs of legal representation of Laixo. The right to assert further damages is reserved. Laixo may demand a security deposit from the customer for the precautionary coverage of the expenses and further damages. If this security is not paid or if the customer does not comply with the requests made in connection with the measures taken, Laixo may suspend the provision of the services or terminate the contract with the customer without notice.

B.8. Preservation of intellectual property rights

The Customer acknowledges the intellectual property rights, in particular the copyright, of Laixo or the rights holder to the SaaS Software, shall refrain from any attack on the existence and scope of these rights during the period of the provision of the SaaS Software granted to the Customer and, in accordance with Laixo’s instructions, shall take all measures to protect the rights of Laixo or the rights holder to the SaaS Software and shall support Laixo to an appropriate extent in the defense of the intellectual property rights.

B.9. Rights and obligations arising from support, maintenance and care

Unless otherwise agreed in the Order, Laixo undertakes to provide the following support services for the SaaS Service on working days, from 08:00 to 17:00, excluding official and local holidays at Laixo’s registered office (services outside these hours will be charged separately):

• Email support for the customer in case of application issues related to the SaaS service;
• Acceptance and handling of error messages from the customer;
• Troubleshooting in the event of disruptions to the SaaS service;
• Update of online user documentation.
  
  

The Customer undertakes to use the SaaS software modified or supplemented by Laixo by means of workarounds, patches or updates and to use it in accordance with the terms and conditions of the SaaS service.

The Customer is obliged to report problems with the SaaS Service, such as malfunctions, bugs or errors in the SaaS Service as well as the unauthorized use of the SaaS Service known to him, by e-mail or via the issue tool provided by Laixo in an appropriately documented manner. Troubleshooting or patching of the SaaS software or related online user documentation is performed by Laixo to the best of its knowledge. Additional support services will be invoiced to the customer according to the applicable rates of Laixo from time to time.

Support, maintenance and care services beyond the above standard may be agreed separately, namely in a Service Level Agreement (SLA), and will be provided in accordance with No. B.10.

B.10. Remuneration and Terms of Payment

The remuneration to be paid by the customer for the SaaS service results from the respective order. The fee for the standard support, maintenance and care services in accordance with No. B.9 is included in the ordinary fee for the SaaS service.

Extended support, maintenance and care services beyond the standard are to be paid for by the customer in accordance with the remuneration set out in the order. Agreed flat rates will be invoiced in advance. If Laixo incurs additional expenses due to the customer’s failure to cooperate or due to incorrect operation or an incorrect SaaS software or system environment in the provision of the contractual support, maintenance and care services, this may be invoiced separately. Such services must be notified to the customer in advance.

Laixo shall be entitled to adjust the remuneration for the SaaS Service agreed in the Order once per calendar year, but no earlier than after the expiry of twelve (12) months from the commencement of the Agreement. The price adjustment must be announced to the customer in writing with a notice period of three (3) months to the end of the month. If a price increase exceeds five percent (5 %) of the previously owed remuneration, the customer is entitled to notify SaaSService in writing within six (6) weeks of receipt of the announcement (cf. A.10) with effect from the date on which the price increase takes effect.

If the Customer fails to meet its payment obligations in full, Laixo shall be entitled, upon prior written warning, to block the Customer’s data stored on its server infrastructure and to suspend access to the SaaS Service until the remuneration owed has been paid in full.

Laixo will invoice the one-time and recurring fees agreed in the order for the respective contract period in advance.

B.11. Overuse or Reduced Use and Right of Audit

Laixo has the right to check the effective scope of use of the scope of services of the SaaS service agreed in the order on a monthly and annual basis and to demand the remuneration for any determined additional use compared to the licensed scope of services.

Laixo has the right to verify compliance with the regulations on the intended use and protection of the SaaS software or the SaaS service in the customer’s operations by means of inspections or audits by means of inspections or audits by means of inspections or audits by a commissioned third party (e.g. a trust company).

B.12. Warranty

Laixo warrants the written warranties of the SaaS Service. However, Laixo does not guarantee in particular that the SaaS Service can be used without interruption and error and under any conditions of use and that the corrective work carried out by Laixo will exclude the occurrence of other errors.

For traceable defects in the SaaS service reported by the Customer immediately and documented after discovery, Laixo shall, at its own discretion, remedy the defect, provide the Customer with an improved SaaS software version or point out reasonable circumvention options.

If, despite repeated efforts, Laixo does not succeed in remedying a comprehensible defect duly complained of by the Customer, and if the usability of the SaaS Service is thereby significantly reduced or excluded compared to the description in the User Documentation, the Customer shall set a reasonable grace period twice in writing and shall have an extraordinary obligation to acquire the rights to use the SaaS Service after the unsuccessful expiry of such period. Right of termination. In the event of other defects, the Client shall have the right to a reduction or partial repayment of the remuneration for the relevant part of the SaaS Service in accordance with the reduced value. Any further warranty of Laixo is hereby expressly excluded.

The warranty period is six (6) months from the date of provision of the SaaS service by Laixo.

If a reported defect cannot be proven or is not Laixo’s fault, the customer shall reimburse Laixo for the expenses incurred by Laixo as a result of the troubleshooting. In particular, the Customer shall also be compensated for the additional effort in remedying defects incurred by Laixo as a result of the Customer not properly fulfilling the obligations to cooperate, operating the SaaS service improperly or not making use of services recommended by Laixo.

Laixo also warrants that the granting of the agreed rights of use to the customer is not precluded by any rights of third parties. If a third party asserts claims that oppose the exercise of the contractually granted right of use, the customer must inform Laixo immediately in writing and comprehensively. If the Customer discontinues the use of the SaaS Service for damage mitigation or other important reasons, the Customer is obliged to inform the third party that the cessation of use does not imply any acknowledgment of the alleged infringement of intellectual property rights. The customer hereby authorizes Laixo to conduct the dispute with the third party alone in and out of court. If Laixo makes use of this authorization, the customer may not acknowledge the claims of the third party without the consent of Laixo and Laixo is obliged to defend against the claims at its own expense. It indemnifies the customer from legally imposed costs and claims for damages. The provisions of this paragraph shall apply regardless of the expiry of the warranty period pursuant to paragraph 4 of this Section. B.12.

In the event of proven defects of title, Laixo shall provide warranty by means of supplementary performance by providing the Customer with a legally impeccable possibility of using the SaaS Service provided or, at its option, of equivalent SaaS Software that has been replaced or modified or, if the foregoing is not within the scope of Laixo’s reasonable possibilities, shall take back the relevant component of the SaaS Software and return to the Customer the remuneration already paid, deducting a appropriate compensation for the use that has taken place. The customer has to take over a new program version, unless this would lead to unreasonable adaptation and conversion problems for him.

The warranty rights of this Section B.12 do not apply to SaaS software with a free scope of services (cf. Point B.3).

B.13. Term of Contract and Termination

Unless the order provides otherwise, the contract will be concluded for an initial contract period of twelve (12) months from the conclusion of the contract in accordance with No. A.2 and shall thereafter be automatically extended for a further twelve (12) months, unless it is terminated in writing by one of the contracting parties with a notice period of three (3) months before the expiry of the respective contract term.

Extended support, maintenance and care services of the SaaS Services will commence upon order, with the contract term being aligned with that for the SaaS Service. For the automatic renewal and termination, this applies in this para. B.13(1).

If the Customer repeatedly or grossly violates an essential contractual provision, in particular if it misuses the SaaS Services for unlawful purposes or if Laixo is threatened with damage to its reputation, Laixo shall be entitled to terminate the Agreement without notice. The Customer shall owe Laixo the remuneration owed until the ordinary termination of the contract as well as compensation for all additional costs incurred by Laixo in connection with the termination without notice. Laixo may also terminate the contract with the Client without notice if proceedings have been initiated against the Client for bankruptcy or insolvency or if it otherwise becomes apparent that the Client is no longer able to meet its payment obligations, and if the Client fails to pay the costs for the next term of the contract in advance or to provide security before the expiry of the term of the contract.

After termination of the contract, the customer may no longer use Laixo’s SaaS services.

B.14. Confidentiality by the Client

The Customer may only make the SaaS Services available to employees and other third parties to the extent necessary to exercise the right of use granted by the Order and these T&Cs. In all other respects, the Client shall keep the SaaS Service secret and shall instruct all persons granted access to the SaaS Service of Laixo’s rights to the SaaS Service and the obligation to maintain their confidentiality and shall oblige such persons in writing to comply with the duty of confidentiality.

C SPECIFIC PROVISIONS FOR THE PROVISION OF SERVICES

C.1. Scope

Laixo services can be provided in the form of consulting services or work services. The more detailed description of the contractual services, the schedule, the prices, payment methods, project-specific cooperation obligations of the customer, etc. are specified in writing in the order. It also states whether it is a consulting service or work (hereinafter collectively referred to as “Services”). These Special Terms and Conditions for the Provision of Services apply to all Laixo Services that Laixo provides to the Customer on the basis of an Order.

C.2. Laixo Services and Place of Performance

As consulting services, Laixo provides analyses, project management, consulting, training, coordination, evaluation, strategic planning, creation of concepts, support with parameterizations or implementations as well as assistance with acceptances, etc. Consulting services are managed and controlled by the customer. The client is solely responsible for the results achieved with the help of the advice.

Laixo provides program developments, program adjustments and migrations based on detailed specifications. Work services are carried out under the direction of Laixo, which is responsible for achieving the results in accordance with the specifications defined in the relevant order.

The place of performance is the registered office of Laixo. The order may provide for different places of performance. Travel time is considered working time.

C.3. Customer’s Obligations to Cooperate

The Client shall ensure that all cooperation services required for the provision of the services owed by Laixo are provided in a timely manner and free of charge for Laixo. He is obliged to actively participate in the provision of the services.

The Client’s obligations to cooperate include the creation of all prerequisites in the area of its operating environment that are necessary for the provision of the services, in particular:

• to inform Laixo of all events and circumstances that may be relevant to the provision of its service;
• to release competent employees, in particular the person responsible for the provision of binding information, to the extent necessary;
• carry out coordination work and make decisions in a timely and needs-based manner;
• to provide the necessary data, documents and information in a timely manner and in sufficient quality;
• to provide workspaces, suitable IT systems and infrastructure for the employees employed by Laixo in sufficient quantities as required;
• to provide access to the premises necessary for the exercise of the activity at all times.
  
  

The Client shall appoint a person responsible to Laixo for the provision of binding information.

The customer ensures compliance with the licensing provisions for all products procured by him. No liability claims can be made against Laixo for infringements of intellectual property rights that arise outside of the direct work result. The customer will independently defend against liability claims of third parties against Laixo if infringement of license rights is asserted against them or their customers.

Delays and additional costs due to incorrect fulfilment of cooperation obligations are at the expense of the customer and may be invoiced additionally by Laixo.

C.4. Dates

Laixo will adhere to the scheduled schedule to the best of its ability. Any deviations from the schedule will be detected as early as possible and communicated in writing. The corresponding adjustments will be made in mutual consultation.

If a deadline explicitly agreed as binding cannot be met by Laixo due to its fault, the customer will set it a grace period appropriate to the circumstances. If Laixo does not comply with this grace period, the Customer shall have the right to withdraw from the contract in whole or in part after the useless expiry of a second reasonable grace period. Reminders and extensions of grace periods by the customer must be in writing in order to be effective. Services (or parts thereof) that have already been provided essentially in accordance with the contract and can be used by the customer as such in an objectively reasonable manner are to be remunerated in full.

A defined deployment plan is binding for both contracting parties. It can only be amended by mutual written agreement. The cases pursuant to No. C.9 paras. 3 and 4 in which the deployment plan cannot be adhered to. Laixo will endeavour to replace the absent personnel within a reasonable period of time, but cannot accept any liability for this.

If delays in appointments by the customer, third parties, absence of employees through no fault of their own, force majeure (see above, No. A.9) or defective deliveries as well as official measures, the schedule automatically extends to the duration of the obstruction and to a reasonable start-up time after the end of the obstruction. Laixo is entitled to charge for the additional expenses incurred by it as a result of the delay in the deadline.

C.5. Change Management

The contracting parties may propose changes to the agreed services or the task at any time during the execution of an order. The following procedure applies:

If the Client wishes to make a change, Laixo will communicate in writing as soon as possible whether the change is possible and what impact it will have on the provision of the Services, in particular on prices and dates. Laixo can defer changes as long as their other projects require it. Laixo’s amendments will also be accepted or rejected by the customer. During the examination of proposed amendments, Laixo will only continue its work to the extent appropriate. Any changes to the schedule resulting from this are deemed to have been accepted by the customer. Any change must be agreed in writing and signed by the contracting parties.

Changes that do not have a significant impact on the costs and deadlines of an order can be recorded between the customer’s project manager and Laixo’s project manager. A corresponding protocol of the decision is mutually signed.

C.6. Fulfillment and acceptance

Consulting services are deemed to have been provided as soon as Laixo has carried out its activities in accordance with the respective order. Documents and evaluations shall be deemed to have been approved if they have been submitted or made available to the Client and the Client has not requested in writing within a period of fourteen (14) days the filling of gaps and/or the elimination of defects. If documents or evaluations prove to be incomplete, they will be supplemented or improved by Laixo by offsetting the expenses. Only in the case of proven faulty consulting services provided by Laixo will a remedy be made free of charge if a complaint is made in due time. The Client shall set Laixo a grace period appropriate to the circumstances for this purpose.

Work services shall be deemed to have been performed as soon as Laixo has completed them in accordance with the specifications specified in the order and handed them over to the customer. The customer shall confirm to Laixo in writing immediately after handover of the work services that they are complete and free of errors that prevent operation, which means that they have been approved. This confirmation may only be refused if the work work has errors that prevent operation and Laixo does not succeed in supplementing or improving it even after the expiry of reasonable grace periods set twice in writing. Faults that do not prevent operation are corrected in accordance with the provisions on warranty. If the acceptance fails in the aforementioned sense, the customer can only either withdraw from the contract or demand a reduction of the remuneration for the work in question in accordance with the reduced value. If the customer does not provide a confirmation within fourteen (14) days after handover, the work services shall be deemed to have been accepted. If the customer uses work services in whole or in part productively without carrying out the acceptance in question, the corresponding work is also considered to have been accepted without the need for an acceptance report. If partial deliveries or iterative procedures (e.g. according to the Scrum method) are agreed in the purchase order, the above acceptance provisions apply mutatis mutandis to each individual definable partial delivery.

C.7. Warranty

Laixo will provide consulting services with due care and taking into account the generally accepted principles for the field of activity of the respective consulting service.

In the case of work services, Laixo guarantees that the work results delivered to the customer meet the performance criteria specified in the order at the time of delivery. Laixo cannot guarantee that the work results it delivers can be used without interruption and error and in every possible deployment constellation. Laixo assures that it will not knowingly infringe the industrial property rights of third parties when performing work.

Insofar as the Customer complains about defects, i.e. deviations from the specified fulfillment criteria, immediately upon their discovery, but no later than within two (2) months after acceptance, in writing and sufficiently documented, Laixo shall remedy such defects as soon as possible. Rectification can be carried out by telephone support or by importing new code or by delivering or making available the next available release or update of a software. The customer supports Laixo in the elimination of defects.

If, despite repeated efforts, Laixo does not succeed in remedying defects in the work services duly complained of by the customer, and the usability of the defective work performance is thereby significantly reduced or excluded compared to the specification in the order, the customer must set Laixo twice in writing a reasonable grace period and may withdraw from the contract in question after its unsuccessful expiry. In the event of errors that do not prevent operations, the customer may demand a reduction in the remuneration for the work product in question commensurate with the reduced value. Any further warranty on the part of Laixo is hereby expressly excluded, in particular also new delivery and assumption of costs in the event of defect rectification by third parties.When asserting errors, the customer must prove to Laixo that they are not caused by the specifications made by the customer, in their system environment or in the way they are used. Laixo’s cooperation in the search for the causes of the defect is free of charge, insofar as Laixo bears responsibility for the defect. This no. C.7 conclusively regulates Laixo’s warranty and the Customer’s legal remedies in this regard.

Laixo shall defend the Client against any claim for infringement of an intellectual property right brought in connection with its contractual use of the work product, provided that the Client notifies it in writing within thirty (30) days and leaves it exclusively to conduct any litigation and all negotiations for the judicial or extrajudicial settlement of the legal dispute. Under these conditions, Laixo conducts the legal dispute at its expense and also assumes damages, which are awarded to third parties by final judgment.

If, according to a court ruling or at Laixo’s discretion, the provision of the contractual service infringes the intellectual property rights of third parties, Laixo has the right to make changes at its own expense in order to remedy the infringement of intellectual property rights or to acquire the corresponding rights. If these measures do not lead to the goal and the infringement of intellectual property rights has been established by a court ruling, Laixo will compensate the customer for the loss of the right of use by reimbursing the remuneration paid (after deduction of the customary depreciation during the period of use).

Laixo is exempt from the above obligations under this Section. C.7 paras. 5 and 6 if an intellectual property claim is based on the fact that the result of the services provided has been changed by the Customer or third parties not commissioned by Laixo, or that its use takes place under conditions of use other than those specified.

The customer is not entitled to any claims against Laixo that go beyond these provisions.

C.8. Intellectual property rights

The contract does not affect existing rights of the contracting parties that have been made independently of the contractual service.

In particular, the performance of an Order does not imply the grant of any rights or licenses to any patent, copyright, trademark, trade secret, method used by Laixo to perform a contract or any other proprietary right to which Laixo is entitled.

Unless otherwise stipulated in the respective order, the Customer and Laixo are entitled to freely use the know-how resulting from the provision of an order.

In the event that developments contain a software product of Laixo that is subject to licensing in whole or in part, the customer may only use it within the framework of a fee-based license granted for this purpose, for which the customer has concluded a corresponding contract with Laixo.

If the fulfillment of an order leads to new inventions, discoveries or improvements to which patent rights can be registered, these rights are fully vested in Laixo. The customer is granted a licence right free of charge. If an employee of the customer is significantly involved in the patentable invention, discovery or improvement, the corresponding rights shall become the property of both contracting parties. The rights to those inventions, discoveries or improvements made by the customer’s employees alone and independently of Laixo employees belong exclusively to the customer.

Laixo reserves all intellectual property rights, in particular all copyrights, for the services provided to the customer in fulfilment of the contract and documents handed over. However, the customer is entitled to copy and reuse the results resulting from the services provided by Laixo for his own needs or for his own purposes.

The Customer assures Laixo that it will only make available such documents for the performance of the contract that the Customer is entitled to provide.

The provisions of this para. C.8 shall remain in force even after termination of the contract (revocation, termination or performance).

C.9. Laixo Employees

The employment relationship of Laixo employees is not affected by their assignment at the customer.

The Customer undertakes not to employ the employees employed by Laixo or enter into a similar legal relationship with them during the term of an order and within the following year without the written consent of Laixo. For any breach of this obligation, the Client shall owe Laixo a contractual penalty equal to one gross annual salary of the employee concerned. The payment of a contractual penalty does not release the customer from the above obligation.

The Client enables Laixo to enable its employees to comply with legal obligations (military service, civil protection, etc.) or contractual claims (training, etc.) on their part; if necessary, Laixo will agree on an alternative solution if possible and in consultation with the customer. Laixo will endeavour to replace the Laixo employees who are absent, but cannot accept any liability for this.

Laixo reserves the right to provide other Laixo employees as replacements if possible, even if Laixo employees are otherwise prevented from working – due to illness, operational or other important reasons, fulfilment of legal obligations, etc.

C.10. Remuneration

Laixo charges for its services according to expenditure in accordance with the applicable price list for Laixo services. We reserve the right to apply different hourly rates, which are agreed in the corresponding order. Different billing models (e.g. cost ceiling, fixed price) can be agreed in the corresponding purchase order.

In principle, a certain number of defined hours is agreed; an indication of weeks or months merely provides a guideline as to what period (number of person-days) is likely to be required for the activity specified in the order.

Consultation time is considered to be the time that the Laixo employee works or is available for the customer; this regulation applies regardless of the place where the services are provided.

Unless otherwise agreed, the remuneration is exclusive of travel, accommodation and meal expenses as well as other ancillary costs of Laixo, such as taxes (in particular VAT), customs duties, fees, etc. These will be invoiced separately to the customer. Invoices are due for payment without deduction within thirty (30) days from the date of invoice.

Laixo is entitled to unilaterally adjust the hourly rates, if any, individually agreed in the order, with a notice period of two (2) months to the beginning of a new calendar year. The adjusted hourly rates shall apply from the day after the unused expiry of the following objection period, but at the earliest from the beginning of the new calendar year. If the customer does not agree to the adjustment, he may terminate the affected service relationship within 20 days of notification of the adjustment in writing (cf. A.10) with effect from the end of the current month. In this case, services rendered up to the end of the contract will still be remunerated at the previous hourly rates; in all other respects, they are to be remunerated.

If the customer does not meet his payment obligations in full, Laixo is entitled, after prior written reminder, to withhold the delivery of work results and other documents that have not yet been handed over until the remuneration owed has been paid in full.

C.11. Termination

A Consulting Services Contract may be terminated in writing by either party with thirty (30) days’ notice to the end of each month. A dissolution by a contracting party without observing this notice period shall be deemed to be dissolution at an inopportune time. Contracts for work services can only be terminated by the customer against full indemnification.

Either party to the contract may terminate the contract without notice if the other party repeatedly seriously violates the contractual obligations despite a written warning or if the customer is in arrears with payments. The customer has no right to a refund of any payment for services rendered. Claims for damages are reserved.