General Terms and Conditions

These GTC govern all Statements of Work (SOW) signed between 56k.Cloud SA (the Service Provider) and the Customer. Each SOW forms a separate binding contract.

In case of conflict, the following order of priority applies: (1) mutually signed Change Orders; (2) the applicable SOW (for project scope, timelines, and fees); (3) these GTC (for liability, IP, and legal risk).

The Service Provider shall perform the services as described in one or more Statements of Work (each, an SOW). Services may include:

Professional Services:

project-based consulting, software engineering, and creation of specific Deliverables;

Managed Services:

ongoing support, infrastructure management, hosting, or monitoring services, often subject to Service Level Agreements (SLAs); and/or

Third-Party Services:

the resale of cloud infrastructure, software, or other services provided by a third-party vendor (e.g., cloud infrastructure providers), which shall be governed by a specific SOW or Service Addendum.

The Service Provider shall perform all Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

Either Party may request a change to the scope, services, deliverables, or timeline of an active SOW. To be valid, any such change must be documented in a written Change Order that describes the change, its impact on fees and delivery schedules, and is signed by the authorized representatives of both Parties.

The Service Provider shall not be obligated to perform any changed Services until a Change Order is mutually executed.

The Service Provider retains sole control over the selection, assignment, management, and compensation of its personnel. The Service Provider is responsible for ensuring its personnel possess the requisite skill and professionalism to perform the Services and that all Services and Deliverables conform to the applicable SOW.

The Service Provider may subcontract portions of the Services, provided that (a) it provides Customer with prior written notice of its intent to do so, and (b) the Service Provider remains fully responsible for the acts and omissions of its subcontractors as if they were its own employees.

The Service Provider may use third-party providers (e.g., cloud hyperscalers, software vendors) to deliver or as a component of the Services. Customer acknowledges that such Third-Party Services are provided by the third-party provider and not the Service Provider, and may be subject to additional terms and conditions, which shall be detailed in the applicable SOW.

The Customer shall provide the Service Provider with timely cooperation, access to necessary personnel, and accurate information as reasonably required for the performance of the Services.

The Service Provider's ability to perform its obligations is dependent on the Customer's timely fulfilment of its responsibilities. Specific Customer dependencies, including necessary materials or technical access, shall be detailed in the applicable SOW. The Service Provider shall not be liable for any delays or failures in performance to the extent caused by the Customer's failure to meet such dependencies.

Pre-existing IP

means all intellectual property rights, including in software, tools, libraries, methodologies, know-how, and materials, owned, licensed, or developed by the Service Provider either (i) prior to the Effective Date, or (ii) during the term of this Agreement, provided such materials are generic in nature, do not contain any Customer Confidential Information, and were not created specifically and uniquely for the Customer as a Deliverable.

Deliverable

means the specific software code, documentation, or other materials created by the Service Provider specifically for the Customer under a Professional Services SOW and expressly identified as a "Deliverable" in that SOW.

Service Tools

means any proprietary dashboards, portals, monitoring software, or deployment tools owned by the Service Provider and used to deliver Managed Services.

The Service Provider (and its licensors) shall at all times retain all right, title, and interest in and to its Pre-existing IP and Service Tools.

Upon Customer's full and final payment for a specific Deliverable, the Service Provider grants to the Customer a perpetual, worldwide, royalty-free, non-exclusive licence to use, copy, and modify that Deliverable for the Customer's internal business purposes.

If an SOW includes Managed Services that require Customer access to Service Tools, the Service Provider grants Customer a limited, non-exclusive, non-transferable right to access and use such Service Tools solely during the term of the applicable SOW for the purpose of receiving the Managed Services. No ownership or perpetual license to Service Tools is conveyed.

The Service Provider grants Customer a non-exclusive, perpetual, worldwide, royalty-free, non-transferable (except by assignment of this Agreement) license to use, copy, and modify the Service Provider's Pre-existing IP, solely to the extent necessary for and as incorporated into the Deliverables for Customer's internal business purposes.

Customer shall pay the Service Provider the fees, rates, and expenses as set forth in each SOW.

Unless otherwise specified in an SOW:

• Fees for Professional Services shall be invoiced monthly in arrears.
• Fees for Managed Services shall be invoiced monthly in advance.
• Fees for Third-Party Services (e.g., cloud consumption) shall be invoiced monthly in arrears, based on the provider's billing reports.

Customer shall pay all undisputed invoices within thirty (30) days of receipt.

All fees are exclusive of VAT and other applicable taxes, which shall be payable by the Customer.

Customer will reimburse the Service Provider for reasonable and pre-approved travel and out-of-pocket expenses incurred in the performance of the Services, provided such expenses are submitted with valid receipts.

Customer shall pay the Service Provider all fees for Third-Party Services. Invoicing shall be based on the third-party provider's consumption reports. Customer is liable for fees and charges incurred as a result of the Customer's or its End Users' negligence, or any unauthorized access not caused by the Service Provider's failure. The Service Provider is liable for fees and charges incurred solely and directly as a result of the Service Provider's breach of its Managed Services obligations under the applicable SOW.

Each Party ("Receiving Party") shall hold in strict confidence all non-public information disclosed by the other Party ("Disclosing Party") and designated as confidential (Confidential Information). The Receiving Party shall use Confidential Information only for the purposes of this Agreement and shall not disclose it to any third party without the Disclosing Party's prior written consent.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is rightfully received from a third party without a duty of confidentiality.

The terms Personal Data, "Processing," "Data Controller," and "Data Processor" shall have the meanings ascribed to them in the applicable data protection legislation, including the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

The Parties acknowledge that for the purposes of this Agreement, the Customer is the Data Controller and the Service Provider is the Data Processor for any Personal Data Processed by the Service Provider on behalf of the Customer in connection with the Services.

The Parties acknowledge that the provision of Services, particularly Third-Party Services, may require the Service Provider to engage sub-processors (including cloud infrastructure providers and their affiliates). Customer hereby provides general written authorisation for the Service Provider to engage such sub-processors, provided the Service Provider maintains an up-to-date list of its key sub-processors and makes it available to Customer upon request.

To the extent Services involve the transfer of Personal Data to a country not providing an adequate level of data protection under Swiss law (e.g., the United States), the Parties agree to be bound by the applicable data transfer mechanisms, which shall be specified in the applicable Data Processing Agreement ("DPA") or SOW. For the resale of Third-Party Services, the Service Provider's obligations are met by flowing down the terms of the applicable third-party provider's Data Processing Addendum and any applicable Swiss or EU Addendum, which incorporate the Standard Contractual Clauses as required.

As Data Processor, the Service Provider shall:

• only Process Personal Data in accordance with the Customer's lawful, documented written instructions and for the purposes of performing the Services;
• implement appropriate technical and organizational measures to ensure the security of the Personal Data;
• ensure its personnel authorized to Process Personal Data are subject to binding confidentiality obligations;
• promptly notify the Customer of any Personal Data breach; and
• provide reasonable assistance to the Customer (at Customer's expense) to enable the Customer to fulfil its obligations under applicable data protection legislation.

Professional Services:

the Service Provider warrants that Professional Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

Managed Services:

the Service Provider warrants that Managed Services will be performed materially in accordance with the applicable SOW and any SLAs contained therein.

If Managed Services fail to meet applicable SLAs, Customer's sole and exclusive remedy for such failure shall be the service credits (if any) specified in the applicable SOW.

Except as expressly stated in this clause, the Service Provider disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability or fitness for a particular purpose.

All Third-Party Services (e.g., cloud infrastructure services) are provided "AS IS" and "AS AVAILABLE." The Service Provider makes no warranties of any kind, whether express, implied, or statutory, regarding such Third-Party Services. All third-party warranties, service levels, and service credits (e.g., third-party provider Service Level Agreements) are expressly disclaimed and do not apply to Customer. Customer's sole and exclusive remedy for any failure of a Third-Party Service is any remedy the Service Provider may, at its sole discretion, be able to obtain from the third-party provider on Customer's behalf. The Service Provider is not responsible for service interruptions or failures caused by any third-party provider.

In no event shall either Party be liable to the other for any indirect, special, consequential, or incidental damages (including loss of profits, data, or goodwill), arising out of or related to this Agreement, even if advised of the possibility of such damages.

Each Party's total aggregate liability arising out of or relating to a specific SOW (whether in contract, tort, or otherwise) shall be limited to the total fees paid or payable by Customer to the Service Provider for the Service Provider's own Professional Services and/or Managed Services under that specific SOW.

The limitations shall not apply to:

• a Party's breach of its confidentiality obligations;
• damages arising from a Party's gross negligence or willful misconduct;
• liability that cannot be limited or excluded under applicable law; or
• Customer's payment obligations, including all pass-through fees for Third-Party Services.

Customer shall defend, indemnify, and hold harmless the Service Provider, its affiliates, and its third-party providers from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from or related to:

Misuse of Services:

Customer's or its End Users' use of the Services in violation of this Agreement, any SOW, or any applicable third-party terms.

Customer Content:

Claims related to "Your Content" (as defined in the applicable SOW or third-party terms).

Customer Breach:

Any breach of this Agreement by Customer or its End Users.

This Agreement commences on the Effective Date and shall continue in full force and effect until terminated (an "evergreen" term).

Except where an SOW expressly stipulates a non-cancellable minimum commitment term, either Party may terminate this Agreement or an individual SOW for any reason by providing sixty (60) days' prior written notice to the other Party.

Either Party may terminate this Agreement or any SOW for a material breach by the other Party, provided the breaching Party fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination of this Agreement, all active SOWs shall also terminate unless otherwise agreed by the Parties. Customer shall pay for all Services performed and expenses incurred up to the effective date of termination.

During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, without the other Party's prior written consent, directly solicit for employment any employee of the other Party who was materially involved in the performance of Services.

This restriction does not apply to general, non-targeted solicitations (e.g., job postings on public websites).

This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law rules.

The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Zurich, Switzerland.

This Agreement, together with all SOWs, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements.

All notices shall be in writing and sent to the addresses listed on the first page, or as otherwise updated by a Party in writing.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Clauses for Intellectual Property, Billing for Third-Party Services, Confidentiality, Data Protection, Disclaimers, Limitation of Liability, Non-Solicitation, Governing Law and Jurisdiction, and Third-Party Beneficiaries shall survive the termination or expiry of this Agreement.

Customer acknowledges that certain third-party providers are intended third-party beneficiaries of this Agreement, with the right to enforce provisions related to their services. For any SOW involving Third-Party Services, Customer agrees that each third-party provider identified in the applicable SOW is an intended third-party beneficiary of the clauses in this Agreement and the applicable SOW relating to disclaimers of warranties, limitations of liability, customer responsibilities, and adherence to such provider's terms, with the right to enforce such provisions directly against Customer.