General Terms and Conditions

1. Scope

These General Terms and Conditions (Terms) apply to all contracts between ImpulsAI by Zurmühle, a sole proprietorship with its registered office in Triengen LU, entered in the commercial register of the Canton of Lucerne under UID CHE-382.860.157 (hereinafter the "Provider"), and the Customer concerning all services of the Provider in the field of information technology. These include in particular the development, operation, distribution and licensing of software, websites, web applications, apps, SaaS solutions, tools, AI applications, agent systems, automations and digital products, as well as the related consulting, integration, support, maintenance and training services.

A Customer within the meaning of these Terms may be either a business or a private individual. Mandatory statutory provisions in favour of consumers take precedence over these Terms.

Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if the Provider has expressly agreed to their validity in writing.

2. Subject matter of the contract

2.1 Areas of service

The Provider performs services in the following areas:

• Software development: custom software, enterprise software, internal tools, interfaces and database solutions;
• Web and app development: websites, web applications, portals, dashboards and mobile and desktop applications;
• SaaS and cloud solutions: development, provision and operation of cloud-based applications;
• Process automation and workflow optimisation: automation of business processes, workflows, data flows and recurring procedures;
• Artificial intelligence: development, integration and operation of AI applications, language model solutions, agent systems and AI-powered assistants;
• Tools and digital products: development and distribution of the Provider's own software products, tools, extensions and digital products;
• Consulting and conception: analysis, conception, implementation, integration and optimisation of IT systems, business processes and digital solutions;
• Operation and support: hosting, operation, support, maintenance and further development of existing solutions;
• Training: training courses, workshops and onboarding support.

The Provider performs its services for businesses and for private individuals.

2.2 Custom customer solutions

Custom customer solutions are software, websites, apps, automations, agent systems, tools and other work results that the Provider creates specifically for the Customer on the Customer's behalf and according to the Customer's requirements. Clause 8.2 applies to the rights therein.

2.3 The Provider's own products

The Provider's own products are software products, platforms, SaaS solutions, tools, agent systems, building blocks and digital products that the Provider has developed or develops independently of any individual customer order and makes available to several customers for use – for example impulsCRM. They are not sold to the Customer, but licensed for use or provided as a service. Clause 8.3 applies to the rights therein, and clause 9 to their provision and operation.

2.4 Relevant scope of services

The exact scope of services, the type of service under clause 2.2 or 2.3 and any terms and recurring fees are set out in the respective quote, the order confirmation or the product description. In the event of any conflict, these take precedence over these Terms.

2.5 Special characteristics of AI and agent systems

AI applications and agent systems do not work deterministically: identical inputs may produce different results, and quality depends on the models, data and third-party services used. The Provider designs such systems with due care, but does not owe the substantive accuracy of individual results.

The Customer ensures that results from AI and agent systems are checked by a person before any legally, financially or security-relevant use, unless expressly agreed otherwise. Changes to models, providers or their terms of use that affect the results are deemed a disruption under clause 6.2 and not a defect under clause 6.1.

3. Conclusion of the contract

The Provider's offers are subject to change and non-binding unless expressly stated otherwise. A contract is only concluded upon the Provider's written order confirmation or upon commencement of the performance of services.

4. Performance of services

4.1 Duty to cooperate

The Customer is obliged to provide the Provider in good time with all information, documents and access required to carry out the order. Delays due to a lack of cooperation on the part of the Customer are not the responsibility of the Provider.

4.2 Dates and deadlines

Agreed dates and deadlines are only binding if they have been expressly designated as such. The Provider is entitled to render partial services, provided this is reasonable for the Customer.

4.3 Changes to the scope of services

Changes to or extensions of the originally agreed scope of services require a written agreement. Additional services are charged on a time-and-effort basis at the hourly rates applicable at the time.

4.4 Acceptance

Upon completion, the Provider makes the solution available to the Customer for testing and notifies the Customer accordingly. The Customer checks the solution within 14 days for conformity with what was agreed and either declares acceptance or reports deviations in writing.

The solution is deemed accepted if the Customer declares acceptance, if the Customer does not report any deviations within the deadline or if the Customer puts the solution into productive use. Minor deviations that do not impair use do not prevent acceptance; they are remedied in accordance with clause 6.

If the Customer reports material deviations, the Provider remedies them and makes the solution available for testing again; the deadline starts to run anew. For solutions delivered in parts, acceptance may take place for each part.

Acceptance does not affect the Customer's rights under clause 6. In particular, the commitment under clause 6.1 remains in place after acceptance.

4.5 Force majeure

If a party is unable to perform its obligations, or to perform them on time, due to an event beyond its control – for instance natural events, epidemics, official orders, war, strikes, large-scale power, network or data centre outages or the failure of essential third-party services –, the affected obligations are suspended for the duration of the event and a reasonable restart period.

The affected party informs the other party without delay. If the event lasts longer than 60 days, either party may terminate the affected contract in writing; services already rendered are invoiced. No further claims exist on account of force majeure.

5. Prices and payment terms

5.1 Prices

The prices stated in the quote apply. All prices are in Swiss francs (CHF) and exclusive of statutory value added tax, unless stated otherwise.

5.2 Payment terms

Invoices are payable without deduction within 30 days of the invoice date, unless otherwise agreed. In the event of late payment, the Provider is entitled to charge default interest of 5% per annum.

5.3 Advance payments

For larger projects, the Provider may request a reasonable advance payment.

6. Warranty and bug fixing

6.1 Free bug fixing

The Provider performs its services with the necessary care and using current technologies and methods. It stands by its work: programming errors for which the Provider is responsible are fixed completely and at no cost to the Customer. This applies without any time limit, as long as the solution is operated within the agreed scope and in the agreed environment.

6.2 What counts as a defect

A defect exists if the solution deviates from what was agreed in the quote, in the order confirmation or in the jointly defined specification, or if it does not work as discussed.

The following do not count as defects – and are therefore charged as additional services under clause 4.3:

• subsequent requests for changes and extensions that go beyond the agreed scope of services;
• disruptions attributable to changes to third-party systems, interfaces, models or licence terms that lie outside the Provider's control, such as a changed or discontinued application programming interface;
• malfunctions caused by interventions in the solution by the Customer or third parties, by incorrect input data or by a configuration changed by the Customer;
• outages, interruptions or restrictions at the hosting provider (host), at cloud, data centre or internet services, or in the Customer's infrastructure;
• disruptions originating from the Customer's area of responsibility, such as missing permissions or expired access credentials, certificates or licences.

Even in these cases, the Provider supports the Customer in resolving the issue. Charges are governed by clause 6.5.

6.3 Reporting and procedure

Defects and disruptions are to be reported once identified; an e-mail to info@impulsai.ch is sufficient. No particular form or deadline applies to the notice of defects: the commitment under clause 6.1 applies irrespective of when a defect is discovered and reported. The statutory duties to give notice of defects under the law on contracts for work are excluded to this extent in favour of the Customer.

The Provider fixes programming errors under clause 6.1 within 48 hours of receipt of the report. The deadline runs on working days (Monday to Friday, excluding public holidays at the Provider's registered office).

If, exceptionally, a complete fix is not possible within this deadline – for instance because the defect requires more far-reaching adjustments –, the Provider informs the Customer within the deadline, provides an interim solution where possible and gives a binding schedule for the fix.

For reports that do not concern a programming error under clause 6.1, the Provider responds within the same deadline with an initial assessment; clause 6.5 applies to the resolution.

If, exceptionally, a defect cannot be remedied with reasonable effort, the parties agree on an equivalent solution or on an appropriate reduction of the remuneration.

6.4 Distinction from commercial success

The commitment under clause 6.1 relates to the functionality of the service rendered. A specific commercial success – for instance a specific time saving, error rate or revenue development – cannot be guaranteed, as it depends on factors outside the Provider's control.

6.5 Disruptions without a support contract

If there is no support or maintenance contract between the parties, the following applies to all disruptions not covered by clause 6.1 – in particular disruptions at the hosting provider, at third-party services or within the Customer's area of responsibility:

• Analysis, troubleshooting and resolution are charged exclusively on the basis of the actual time and effort at the hourly rates applicable at the time in accordance with clause 5.1. The analysis effort required to narrow down the cause is also charged.
• If the analysis shows that the cause is a programming error by the Provider within the meaning of clause 6.1, no charge is made for analysis and resolution.
• The Provider responds within the deadline under clause 6.3 with an initial assessment. The 48-hour fixing deadline does not apply to such disruptions, as their cause lies outside the Provider's control; resolution takes place subject to availability.
• Work outside normal business hours as well as immediate and emergency call-outs may be charged with a surcharge.

If a support or maintenance contract is in place, its provisions on scope of services, response times and remuneration take precedence over this clause.

7. Liability

7.1 Limitation of liability

The Provider's liability for slight and medium negligence is excluded, unless mandatory statutory provisions prevent this.

The Provider is liable for intentional and grossly negligent conduct in accordance with the statutory provisions. Under Article 100 paragraph 1 of the Swiss Code of Obligations (CO), this liability cannot be limited; clauses 7.2 and 7.3 do not apply in these cases.

7.2 Maximum liability

Insofar as the Provider is liable under clause 7.1 and liability may be limited, it is limited to the amount of the agreed order value, in the case of contracts with recurring remuneration to the fees paid in the last twelve months, but in any event to a maximum of CHF 100,000 per claim.

This limitation does not apply in the case of intent and gross negligence or in the case of personal injury.

7.3 Excluded damages

Liability for indirect damage, consequential damage, loss of profit, business interruption, reputational damage and third-party claims is excluded to the extent permitted by law and unless there is intent or gross negligence.

The Provider is liable for loss of data only to the extent of the effort required to restore it from a properly made backup in accordance with clause 9.4. Further claims due to loss of data are excluded to the extent permitted by law and unless there is intent or gross negligence.

7.4 Auxiliary persons

The Provider may engage auxiliary persons and subcontractors to perform its services. Liability for auxiliary persons is excluded to the extent permitted by law (Article 101 paragraph 2 of the Swiss Code of Obligations). The Provider remains responsible for their careful selection and instruction.

7.5 The Customer's area of responsibility

The Provider is not liable for damage attributable to failure to cooperate under clause 4.1, to interventions by the Customer or third parties, to incorrect input data, to use beyond the agreed scope or to the unchecked use of results under clause 2.5.

8. Intellectual property and rights of use

8.1 The Provider's pre-existing property

All rights to the Provider's pre-existing materials, methods, building blocks, libraries, templates and tools remain with the Provider. The Provider remains entitled to reuse for other customers general concepts, ideas, processes and methods that arise or are applied in the course of an order.

8.2 Solutions created specifically for the Customer

In respect of the custom customer solutions under clause 2.2 – in particular the software, website, app, automation, interface or agent configuration created specifically for the Customer – the Customer receives, after full payment of the agreed remuneration, the transferable right, unlimited in time and territory, to use, modify and further develop them.

The right under paragraph 1 expressly also includes the authority to have the solution modified, maintained and further developed by the Customer's own employees or by third parties. The Customer is not obliged to commission the Provider with further development.

Until full payment has been made, all rights remain with the Provider; interim versions may neither be put into productive use nor otherwise used. After full payment, the Provider hands over the associated source code and the existing technical documentation on request, insofar as they do not contain components under clause 8.1 or 8.3. The handover takes place once and free of charge; any further preparation is charged on a time-and-effort basis.

8.3 The Provider's own products (right of use for a limited period)

In respect of the Provider's own products under clause 2.3 – in particular impulsCRM as well as other platforms, SaaS solutions, tools and agent systems of the Provider – all copyrights, ownership rights, trademark rights and other intellectual property rights remain fully and exclusively with the Provider.

The Customer rents a right of use and does not acquire any ownership right. The Customer receives a non-exclusive, non-transferable and non-sublicensable right, limited to the term of the contract, to use the product within the agreed scope (in particular according to the number of users, clients or instances). Even full payment of the fees over many years does not establish ownership or an owner's position in the product, nor any entitlement to the handover of the source code.

Without the Provider's prior written consent, the Customer is prohibited from:

• making the product available to third parties, subletting, selling or making it publicly accessible;
• using the product beyond the agreed scope or passing on access to third parties;
• reverse engineering, decompiling or disassembling the product, unless this is mandatorily permitted by law;
• removing or altering copyright, trademark or other intellectual property notices;
• using the product to build a competing product.

The right of use ends automatically upon termination of the contract. From that point on, further use is not permitted, and the Provider is entitled to block access. Clause 12.7 applies to the handover and deletion of the Customer's data.

8.4 Combined solutions

If a custom solution is created on the basis of one of the Provider's own products – for example an extension, a module, an interface or a special configuration of impulsCRM –, clause 8.2 applies to the specifically created part and clause 8.3 to the underlying product.

The Customer acknowledges that such a custom part is, as a rule, not capable of running independently without a valid right of use for the base product. There is no entitlement to continued use of the base product after the right of use has ended. On request, the Provider hands over the custom-built part, insofar as it can be separated from components of the base product.

8.5 The Customer's data, content and results

All data, content, texts, images, logos and documents that the Customer contributes or that are generated for the Customer in the operation of the solution remain with the Customer. The Provider only receives the rights to them that are required to perform the agreed services.

As between the parties, results generated by an AI or agent system operated for the Customer belong to the Customer, insofar as any rights exist in them at all and no third-party rights stand in the way. The Customer warrants that it holds the necessary rights to the content it contributes and indemnifies the Provider against third-party claims arising from its use.

8.6 Open-source components and third-party services

Where open-source components are used, the respective licence terms apply; they take precedence over these Terms for the component concerned. For third-party software, services, models and interfaces that are integrated into a solution or required for its operation, the terms of the respective provider additionally apply. The Customer must hold and pay for the necessary third-party licences and subscriptions, unless expressly agreed otherwise.

8.7 Third-party intellectual property rights

To the best of its knowledge, the Provider performs its services free of third-party rights that conflict with the agreed use.

If a third party asserts against the Customer that a custom customer solution created by the Provider or one of the Provider's own products infringes its intellectual property rights, the Customer informs the Provider without delay and leaves the conduct of the dispute to the Provider. At its option, the Provider will obtain the right to continued use, modify the solution so that it no longer infringes or, if neither is possible with reasonable effort, terminate the contract and refund the remuneration paid for the affected part.

This obligation does not apply insofar as the infringement is based on specifications, content or materials of the Customer, on use beyond the agreed scope or on a modification by the Customer or third parties. Otherwise, clause 7 applies.

9. Provision and operation

This clause applies insofar as the Provider operates, hosts or provides a solution as a service – in particular for its own products under clause 2.3 and for supported customer solutions.

9.1 Provision

The Provider makes the agreed solution available for use via the internet. The point of transfer is the exit of the data centre used by the Provider or its hosting provider. The Customer is responsible for the Customer's internet connection, end devices and working environment.

9.2 Availability and maintenance windows

The Provider endeavours to ensure high availability. A specific availability – for instance a percentage per month – is only guaranteed if it has been expressly agreed in writing (service level agreement). In any event, the deadline under clause 6.3 applies to the response to fault reports.

The Provider may interrupt operation for maintenance, updates and security measures. Plannable interruptions are announced in advance where possible and scheduled during off-peak times. The Provider may carry out security-critical measures at any time and without prior notice. Outages at the hosting provider or at third-party services are governed by clauses 6.2 and 6.5.

9.3 Permitted use and access

The Customer uses the solution only within the agreed scope and within the framework of the applicable legal order. The Customer keeps access credentials secret, protects them against access by third parties and reports any suspicion of misuse without delay. The Customer is responsible for actions carried out via its access credentials.

The Provider is entitled to temporarily block access if there is a well-founded suspicion of misuse, of a threat to operations or of unlawful use. The Customer is informed of this without delay. Otherwise, clause 12.6 applies.

9.4 Data backup

The Provider backs up the data of the solutions it operates daily and automatically on its own server infrastructure. A specific retention period for backups and a specific recovery time are only guaranteed if this has been expressly agreed.

Restoration from a backup takes place at the Customer's request. If a loss of data is attributable to a defect by the Provider under clause 6.1, restoration is free of charge. In all other cases – for instance accidental deletion by the Customer – the effort is charged in accordance with clause 6.5.

The Customer is advised to additionally back up data that is important to it themselves, insofar as the solution provides for an export.

9.5 Further development and changes

The Provider continuously develops its own products further and may change functions, user interfaces and technologies used, provided that the agreed benefit is not materially impaired as a result. If an essential function is discontinued, the Provider informs the Customer in good time; in this case, the Customer may terminate the affected contract with effect from the date of discontinuation.

Fees for recurring services may be adjusted with effect from the start of a new billing period, subject to a notice period of three months. If the Customer does not agree to an increase, the Customer may terminate the affected contract with effect from that date.

10. Confidentiality

Both parties undertake to treat all confidential information received in the course of their collaboration as strictly confidential and to use it only for the agreed purposes. This obligation continues to apply after the end of the contract.

11. Data protection

11.1 Roles and principles

Where the Provider, in the course of its services, processes personal data for which the Customer is responsible, it acts as a processor within the meaning of Article 9 of the Swiss Federal Act on Data Protection (FADP). The Customer remains the controller of this data; the Customer ensures that it is entitled to process it and has informed the data subjects to the extent required.

The Provider is itself the controller for data that it processes for its own purposes – for instance for contract processing and invoicing. Details can be found in the privacy policy.

11.2 Processing on behalf of the Customer

The Provider processes the Customer's personal data exclusively to perform the agreed services and in accordance with the Customer's instructions. It processes the data only in the way the Customer itself would be permitted to and does not use it for its own purposes. The persons entrusted with the processing are bound to confidentiality; clause 10 applies additionally.

If the Provider considers an instruction to be unlawful, it notifies the Customer and may suspend its execution.

11.3 Data security

The Provider takes appropriate technical and organisational measures to protect the data against unauthorised access, loss and alteration. These include in particular encrypted transmission, role-based access restriction, separate access credentials and data backup in accordance with clause 9.4.

11.4 AI processing on local models

The Provider operates the AI models used for its services on its own infrastructure (local AI). The Customer's data processed in this context does not leave this infrastructure, is not transmitted to external model or AI providers and is not used to train third-party models.

If, exceptionally, an external AI or model service is required for a particular function, the Provider only uses it after informing the Customer in advance and obtaining the Customer's consent. In doing so, the Provider names the service, the purpose and the type of data transmitted.

The Provider does not use the Customer's data to train its own models, unless the Customer has expressly agreed to this for its own solution.

11.5 Infrastructure used

The Provider processes and stores the Customer's data on self-hosted infrastructure. For file storage and exchange, it uses Nextcloud on its own servers.

Microsoft cloud services – in particular Microsoft 365, SharePoint and OneDrive – are not used for processing customer data. The same applies to comparable services that are subject to a disclosure obligation towards foreign authorities, insofar as the Provider can influence this.

If the Customer itself uses such services or wishes to connect to them, the Provider works within the scope of the order in the Customer's environment and in accordance with the Customer's specifications. In this case, responsibility under data protection law for this environment and the data processed there lies with the Customer.

11.6 Sub-processors

The Provider may engage third parties for processing – for instance the hosting provider – provided the Customer has consented to this. The Customer consents to the engagement of the third parties required for the agreed service; the Provider names them on request. It binds them to the same level of protection and remains responsible towards the Customer.

Before changing or engaging an additional sub-processor, the Provider informs the Customer in good time. The Customer may object for good cause; if no solution can be found in this case, the Customer may terminate the affected contract with effect from the date of the change.

11.7 Place of processing and disclosure abroad

The data is processed in Switzerland or in the European Economic Area. Disclosure to other countries only takes place if adequate protection exists there or the statutory requirements for this are met, and the Customer has been informed in advance.

11.8 Cooperation, breaches and deletion

The Provider supports the Customer to the extent required in responding to enquiries from data subjects and to requests for access, rectification and erasure. Effort going beyond an occasional response is charged in accordance with clause 5.1.

If the Provider becomes aware of a data security breach that may result in a high risk to the data subjects, it informs the Customer without delay and provides the Customer with the information it needs for its own notification to the Federal Data Protection and Information Commissioner (FDPIC).

After termination of the contract, the Provider hands over the Customer's data in accordance with clause 12.7 and then deletes it, unless statutory retention obligations prevent this.

12. Term, termination, cancellation and suspension

12.1 Form of declaration

Termination, project cancellation and suspension must be declared in text form; an e-mail to info@impulsai.ch or to the Customer's address stated in the contract is sufficient. The time at which the declaration is received by the other party is decisive.

12.2 Ordinary termination of ongoing contracts

Contracts with an ongoing term – in particular operation, support, maintenance as well as support and licence flat fees – may be terminated by either party with 3 months' notice to the end of a month, unless otherwise agreed. Fees already paid for the current billing period are not refunded.

12.3 Extraordinary termination

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of a material breach of contract, inability to pay or insolvency of a party.

If the good cause is based on a remediable breach of contract, the other party must first be given, in writing, a reasonable period of at least 14 days to remedy it.

12.4 Cancellation of a project by the Customer

The Customer may cancel a project order at any time. In this case, the Customer compensates the Provider for:

• all services rendered up to receipt of the cancellation notice – based on the actual time and effort at the agreed hourly rates or pro rata to the agreed fixed price;
• third-party costs that the Provider has bindingly incurred for the Customer and that can no longer be cancelled, in particular licences, hosting and AI or API quotas;
• compensation of 20% of the order value not yet performed for bindingly reserved capacity, but no more than the equivalent of four working weeks, unless otherwise agreed.

If the cancellation takes place more than 14 days before the agreed project start and no service has yet been rendered, the compensation for reserved capacity does not apply. Advance payments made are credited; any surplus is refunded to the Customer.

12.5 Stopping and resuming a project (suspension)

Instead of cancelling, the Customer may suspend an ongoing project. The following applies:

• The services rendered up to the cut-off date are invoiced and are payable in accordance with clause 5.2.
• Agreed dates and deadlines lapse. Resumption takes place subject to the Provider's availability, usually with a lead time of four weeks.
• If the suspension lasts longer than 3 months, the Provider may charge for the familiarisation effort as well as any prices and hourly rates adjusted in the meantime.
• If the project is not resumed within 6 months, it is deemed cancelled and is invoiced in accordance with clause 12.4; services already invoiced are credited.

The Customer continues to bear ongoing third-party costs for the project (e.g. hosting, licences) during the suspension.

12.6 Suspension of services by the Provider

The Provider is entitled to discontinue its services in whole or in part and to block access if

• the Customer is more than 30 days in arrears with payments due despite a reminder, or
• the Customer fails, despite a written request, to provide cooperation required for the performance of services in accordance with clause 4.1 for more than 30 days.

The Provider announces such a suspension in advance in writing with at least 10 days' notice and provides the Customer with a data export before blocking any systems in productive use. The obligation to pay for services already rendered remains; delays and additional effort resulting from such a suspension are borne by the Customer.

12.7 Consequences of termination

• Invoicing: All services rendered and third-party costs incurred are invoiced as at the termination date and are payable in accordance with clause 5.2.
• Rights of use: In accordance with clause 8.2, the rights of use to custom customer solutions only pass after full payment; until then, the Customer may neither put interim versions into productive use nor otherwise use them. In accordance with clause 8.3, the right of use to the Provider's own products ends upon termination of the contract.
• Handover of data: On request, the Provider makes the Customer's data available to the Customer within 30 days of termination in a common, machine-readable format, together with the paid-for source code. Further handover, migration or documentation services are charged on a time-and-effort basis.
• Access: Both parties return or delete any access credentials, documents and operating resources received. The Provider removes its access to the Customer's systems.
• Contracts with third parties: Services that the Provider holds for the Customer (hosting, licences, AI services) are transferred at the Customer's request, insofar as the Provider can make this possible; otherwise the Provider terminates them at the earliest possible date. The Customer bears the costs incurred until then.
• Deletion: 90 days after termination, the Provider is entitled to delete customer data, unless statutory retention obligations prevent this.

Clauses 7 (Liability), 8 (Intellectual property and rights of use), 10 (Confidentiality) and 14 (Final provisions) continue to apply after the end of the contract.

13. References

After completion of the project, the Provider may name the Customer as a reference and describe the project in general terms, provided the Customer has given prior consent. Consent may be withdrawn at any time with effect for the future; the Provider then removes the reference within a reasonable period.

Confidential information under clause 10 may under no circumstances be disclosed in this context.

14. Final provisions

14.1 Written form

Amendments and additions to these Terms require written form. This also applies to any waiver of the written form requirement. Where these Terms allow text form to suffice, this remains the case.

14.2 Order of precedence

In the event of conflicts, the following apply in this order: the written individual agreement, the quote or the order confirmation, any product or service description, these Terms.

14.3 Amendment of these Terms

The Provider may amend these Terms for ongoing contracts involving recurring services. It notifies the amendment in text form at least 30 days before it enters into force. If the Customer does not object before the amendment enters into force, the amendment is deemed accepted; if the Customer objects, either party may terminate the affected contract with effect from the date the amendment enters into force. The notification draws attention to these consequences.

For individual orders already concluded, the Terms in the version valid at the time the contract was concluded apply.

14.4 Assignment and set-off

The Customer may only transfer rights and obligations under the contract to third parties with the Provider's prior written consent. Set-off against counterclaims is only permitted insofar as these are acknowledged or have been established by a court.

14.5 Severability clause

Should individual provisions of these Terms be or become invalid, this does not affect the validity of the remaining provisions. The invalid provision is to be replaced by a valid provision that comes closest to the commercial purpose of the invalid provision.

14.6 Applicable law

These Terms are governed exclusively by Swiss law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.7 Place of jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Lucerne, Switzerland. However, the Provider is also entitled to bring proceedings at the Customer's general place of jurisdiction.

Mandatory places of jurisdiction, in particular those in favour of consumers, remain reserved.

15. Contact