Ardelin Holding AG
Hinterbergstrasse 18
6312 Steinhausen
Switzerland
UID: CHE-496.011.432

Version: September 2026

1. Scope

1.1 These General Terms and Conditions (“GTC”) apply to all services provided by Ardelin Holding AG (“Ardelin”) to its business customers (“Customer”), unless otherwise expressly agreed in writing.

1.2 Ardelin provides consulting, project and programme management, software development, cloud, data, artificial intelligence, ERP implementation, digital transformation and related technology and professional services.

1.3 These GTC apply exclusively to customers acting in a commercial or professional capacity and not to consumers.

1.4 Any general terms and conditions of the Customer shall apply only where expressly accepted by Ardelin in writing.

1.5 The version of these GTC incorporated into an Agreement at the time that Agreement is concluded shall apply for its duration. Subsequent amendments to these GTC shall apply to an existing Agreement only if agreed by the parties.

2. Contract Documents and Order of Precedence

2.1 The specific services will normally be described in a proposal, quotation, statement of work, order form or other individual agreement (“Agreement”).

2.2 Unless otherwise stated in the Agreement, the following order of precedence applies in the event of a conflict:

• the Agreement or Statement of Work;
• any applicable Data Processing Agreement, Service Level Agreement or expressly agreed annex;
• these GTC.

2.3 Changes to these GTC in an Agreement apply only to the relevant Agreement unless expressly agreed otherwise.

3. Services

3.1 Ardelin shall perform the agreed services with reasonable professional skill and care and in accordance with the Agreement.

3.2 Unless expressly agreed otherwise, Ardelin is responsible for performing the agreed services but does not guarantee a particular commercial, financial, operational or technical result.

3.3 Project plans, schedules and delivery dates are estimates unless the Agreement expressly identifies them as binding.

3.4 Services or deliverables not included in the agreed scope are considered additional services and may be charged separately.

4. Customer Responsibilities

4.1 The Customer shall provide Ardelin with the information, access, systems, personnel, decisions and cooperation reasonably required to perform the services.

4.2 The Customer is responsible for ensuring that information and instructions provided to Ardelin are accurate and complete and that it has the necessary rights and permissions for Ardelin to use Customer data, materials and systems for the purposes of providing the services.

4.3 Delays or additional work caused by incomplete information, delayed decisions, changes in requirements or other circumstances attributable to the Customer may result in changes to the timetable and additional charges.

5. Personnel, Affiliates and Subcontractors

5.1 Ardelin may select and replace personnel assigned to the services, provided that appropriately qualified personnel are used. Where specific key personnel are expressly identified in the Agreement, Ardelin shall use reasonable efforts to maintain continuity and, where replacement is necessary, provide personnel with appropriate equivalent qualifications and experience.

5.2 Ardelin may engage affiliated companies and suitably qualified subcontractors to perform all or part of the services, unless otherwise expressly agreed in the applicable Agreement.

5.3 Ardelin remains responsible to the Customer for the contractual performance of services performed by its affiliates and subcontractors as if those services were performed by Ardelin itself. Ardelin shall ensure that such parties are subject to confidentiality, information security and other obligations appropriate to the services they perform.

5.4 Where Ardelin processes personal data on behalf of the Customer and appoints a subcontractor to process such personal data, the appointment of that subcontractor shall be governed by the applicable Data Processing Agreement and applicable data protection law.

6. Fees, Expenses and Payment

6.1 Fees shall be specified in the Agreement and may be based on time and materials, a fixed price, milestones, recurring fees or another agreed charging model.

6.2 Unless otherwise agreed, time-and-materials services are invoiced monthly.

6.3 Reasonable travel and other expenses incurred in providing the services may be charged separately where agreed or reasonably necessary for delivery of the services.

6.4 All amounts are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

6.5 Invoices are payable within 30 days of the invoice date unless another payment period is specified in the Agreement.

6.6 The Customer shall notify Ardelin promptly of any good-faith invoice dispute and shall pay all undisputed amounts when due.

6.7 Overdue amounts may bear default interest of 5% per annum, without prejudice to any other rights available to Ardelin.

6.8 Ardelin may suspend performance following reasonable written notice where undisputed invoices remain materially overdue.

7. Changes to Scope

7.1 Either party may request changes to the scope, requirements, timing or deliverables.

7.2 Ardelin may assess the impact of a requested change on fees, resources and timing before implementing it.

7.3 A material change becomes part of the Agreement once accepted by both parties in writing. Email or another mutually used electronic communication method is sufficient unless the Agreement requires a particular form.

8. Delivery and Acceptance

8.1 Where formal acceptance of a deliverable is agreed, the Customer shall review the deliverable within the acceptance period specified in the Agreement or, if none is specified, within ten business days after delivery.

8.2 The Customer shall identify any material failure to meet the agreed acceptance criteria in reasonable detail.

8.3 Minor defects that do not materially prevent use of the deliverable for its agreed purpose shall not prevent acceptance and will be corrected within a reasonable period.

8.4 If the Customer does not notify Ardelin within the applicable acceptance period of a material defect that could reasonably have been identified through review of the deliverable, the deliverable shall be deemed accepted. This does not affect defects that could not reasonably have been identified during such review, provided that the Customer notifies Ardelin promptly after becoming aware of them.

8.5 This section applies only where acceptance is appropriate to the relevant service or deliverable.

9. Intellectual Property

9.1 Each party retains ownership of all intellectual property rights, software, source code, documentation, methodologies, data, know-how, tools and other materials owned, developed or acquired by it independently of the Agreement (“Background IP”).

9.2 Ardelin retains all rights to its Background IP and to its generic or reusable assets, including frameworks, libraries, software components, connectors, templates, models, methodologies, tools, utilities, architectures, scripts, know-how and development methods.

9.3 Ardelin also retains ownership of improvements, modifications and developments to such assets created in the course of providing the services where they are of a general or reusable nature and do not contain Customer Confidential Information or Customer-specific business logic.

9.4 Subject to full payment of the fees relating to them, intellectual property rights in deliverables developed specifically for the Customer under the Agreement (“Customer-Specific Deliverables”) shall belong to the Customer. To the extent such rights do not vest automatically in the Customer, Ardelin assigns to the Customer, to the extent legally transferable, all intellectual property rights in those Customer-Specific Deliverables.

9.5 Customer-Specific Deliverables may include bespoke software, source code, documentation, reports, designs, configurations, workflows and other materials created specifically for the Customer. They do not include Ardelin Background IP, generic or reusable components, or third-party materials, even where such elements are incorporated into a Customer-Specific Deliverable.

9.6 Where Ardelin Background IP or other Ardelin-owned components are incorporated into, or are necessary for the use of, a Customer-Specific Deliverable, Ardelin grants the Customer a perpetual, worldwide, royalty-free, non-exclusive and irrevocable licence to use, reproduce, modify and maintain those components solely as part of, or as necessary to use, the Customer-Specific Deliverable. The Customer may permit its affiliates and third-party service providers to exercise these rights on its behalf and may transfer these rights together with the relevant business or Customer-Specific Deliverable.

9.7 Ardelin shall ensure that it has obtained from its employees, affiliates and subcontractors the rights necessary to grant or transfer the rights provided for in this Section.

9.8 The Customer retains all rights in Customer data, documentation, trademarks, systems, specifications, business processes and other materials supplied by or on behalf of the Customer.

9.9 Ardelin remains free to use general knowledge, skills, experience, ideas, concepts and techniques acquired in performing the services, and to develop or provide similar solutions for other customers, provided that it does not use or disclose Customer Confidential Information, Customer data or Customer-specific business logic.

9.10 Third-party software, open-source software, cloud services, APIs and other third-party materials remain subject to their respective licence terms. Where such materials form part of a Customer-Specific Deliverable, Ardelin shall identify any material third-party licensing restrictions applicable to the Customer’s use of that deliverable.

10. Confidentiality

10.1 Each party shall keep confidential all non-public commercial, financial, technical and other information received from the other party which is identified as confidential or which reasonably should be understood to be confidential (“Confidential Information”).

10.2 Confidential Information may be used only for the purposes of performing or receiving the services and may be disclosed only to personnel, advisers, affiliates and subcontractors who require access for that purpose and are subject to appropriate confidentiality obligations.

10.3 Confidentiality obligations do not apply to information that:

• is or becomes publicly available without breach of this Agreement;
• was lawfully known to the receiving party before disclosure;
• is lawfully received from a third party without confidentiality restriction;
• is independently developed without use of the other party’s Confidential Information; or
• must be disclosed by law, regulation or a competent authority.

10.4 These confidentiality obligations continue for five years following termination of the relevant Agreement. Trade secrets shall remain confidential for as long as they retain their confidential nature.

11. Data Protection and Information Security

11.1 Each party shall comply with applicable data protection legislation, including the Swiss Federal Act on Data Protection and, where applicable, the EU General Data Protection Regulation or other applicable European data protection legislation.

11.2 Where Ardelin processes personal data on behalf of the Customer as a processor, the parties shall enter into an appropriate Data Processing Agreement where required.

11.3 Personal data may be processed by Ardelin affiliates and authorised subcontractors in other countries, subject to the applicable Data Processing Agreement and legally required safeguards for international transfers.

11.4 Ardelin shall implement reasonable technical and organisational measures appropriate to the nature of the services and information concerned.

11.5 Any specific security, availability, recovery, hosting or service-level commitments apply only where expressly agreed in the relevant Agreement, Service Level Agreement or security schedule.

12. Third-Party Services and Use of Artificial Intelligence

12.1 In performing the services, Ardelin may use artificial intelligence and AI-assisted tools as part of its normal delivery methods, unless otherwise expressly agreed in the applicable Agreement.

12.2 Such tools may be used for activities including software development, coding, testing, documentation, research, analysis, data-related work, preparation of reports and presentations, drafting and editing materials, translation, design support and other activities connected with the performance of the services.

12.3 The use of artificial intelligence or AI-assisted tools does not reduce Ardelin’s responsibility for the services and deliverables provided to the Customer. Ardelin shall apply an appropriate level of professional review and oversight having regard to the nature and intended use of the relevant output.

12.4 Where Customer Confidential Information or personal data is processed using third-party AI services, Ardelin shall do so in accordance with its confidentiality obligations, applicable data protection law and any applicable Data Processing Agreement. Ardelin shall not knowingly permit Customer Confidential Information or personal data to be used to train general-purpose AI models for Ardelin or third parties, unless expressly agreed with the Customer.

12.5 The Customer acknowledges that AI-generated or AI-assisted outputs may be probabilistic and may contain inaccuracies or inconsistencies. Where appropriate to their intended use, such outputs should be reviewed and validated before being relied upon for material business, financial, legal, regulatory or operational decisions.

12.6 Services may also depend on third-party software, cloud infrastructure, APIs, open-source software, telecommunications services, AI models and other third-party technology.

12.7 Ardelin is not responsible for failures or material changes to independent third-party services outside Ardelin’s reasonable control.

12.8 Any specific requirements or restrictions concerning the use of Customer data with artificial intelligence services shall be set out in the relevant Agreement, Data Processing Agreement or security documentation.

13. Defects and Remedies

13.1 Where a deliverable materially fails to meet an expressly agreed requirement and the Customer notifies Ardelin in accordance with the applicable Agreement or Section 8, Ardelin shall have a reasonable opportunity to correct the defect.

14. Liability

14.1 Nothing in these GTC excludes or limits liability where such exclusion or limitation is prohibited by applicable law. In particular, liability for intentional misconduct or gross negligence is not excluded.

14.2 Subject to Section 14.1, Ardelin’s aggregate liability for direct damages arising from or relating to an Agreement shall not exceed the total fees paid or payable by the Customer under the affected Agreement during the twelve months preceding the event giving rise to the claim. Where the Agreement has existed for less than twelve months, the relevant fees paid or payable under that Agreement shall apply.

14.3 To the extent permitted by law, Ardelin shall not be liable for indirect or consequential losses, or for loss of profit, revenue, anticipated savings, business opportunity or goodwill.

14.4 Where loss or corruption of data occurs, Ardelin’s liability shall, to the extent permitted by law, be limited to the reasonable cost of restoring or reconstructing the affected data, subject in all cases to the liability cap in Section 14.2, except where backup or data recovery services are expressly included within Ardelin’s responsibilities.

14.5 The limitations in this Section apply regardless of the legal basis of the claim, to the extent permitted by applicable law.

15. Term and Termination

15.1 The term and any ordinary termination rights shall be specified in the applicable Agreement.

15.2 Either party may terminate an Agreement for material breach where the breach is incapable of remedy or, where it is capable of remedy, the other party fails to remedy it within a reasonable period following written notice.

15.3 Either party may terminate immediately where continued performance would be unlawful or where another termination right arises under mandatory law.

15.4 Upon termination, the Customer shall pay all fees and expenses properly incurred for services performed up to the effective date of termination, together with any other amounts due under the Agreement.

15.5 Rights and obligations which by their nature are intended to survive termination, including confidentiality, intellectual property, payment obligations and limitations of liability, shall survive.

16. Force Majeure

16.1 Neither party shall be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, governmental action, widespread cyber incidents, major infrastructure or telecommunications failures, strikes or material failures of critical third-party providers.

16.2 The affected party shall take reasonable steps to minimise the impact of the event and resume performance when reasonably possible.

17. Non-Solicitation

17.1 During an engagement and for twelve months afterwards, neither party shall knowingly and actively solicit for employment personnel of the other party who were materially involved in the engagement, without the other party’s prior written consent.

17.2 General recruitment advertising or approaches initiated independently by an individual shall not constitute solicitation under this section.

18. Compliance

18.1 Each party shall comply with applicable laws relevant to its obligations under the Agreement, including applicable anti-bribery, sanctions and export-control legislation.

18.2 Ardelin may suspend or refuse to perform services where continued performance would reasonably be expected to breach applicable sanctions, export-control or other mandatory laws.

19. Assignment

19.1 The Customer may not assign an Agreement without Ardelin’s prior written consent, such consent not to be unreasonably withheld.

19.2 Ardelin may assign an Agreement to an affiliated company or as part of a merger, reorganisation, sale of business or similar corporate transaction, provided this does not materially reduce the Customer’s contractual rights.

20. General Provisions

20.1 No failure or delay in exercising a contractual right constitutes a waiver of that right.

20.2 If any provision of an Agreement or these GTC is invalid or unenforceable, the remaining provisions shall remain effective. The invalid provision shall, where possible, be replaced by a valid provision that most closely reflects its commercial purpose.

20.3 Amendments to an Agreement must be agreed in writing. Email is sufficient unless mandatory law or the relevant Agreement requires another form.

20.4 These GTC may be made available in multiple languages. Unless expressly agreed otherwise, the English version shall prevail.

21. Governing Law and Jurisdiction

21.1 The contractual relationship between Ardelin and the Customer shall be governed by the substantive laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

21.2 Subject to any mandatory jurisdiction, the courts of the Canton of Zug, Switzerland shall have exclusive jurisdiction over disputes arising from or relating to the contractual relationship.