Terms & Conditions

January 2022

General Terms and Conditions of Delivery and Service (GTC) of youseedweweed AG.

I. General

1.1 These terms and conditions of delivery and service apply exclusively to all our deliveries and services to entrepreneurs, legal entities under public law and public special assets. All legal relationships, including future ones, between the customer and youseedweweed AG (hereinafter referred to as Seedz) shall be governed by the General Terms and Conditions of Seedz as amended from time to time.

1.2 In the event of deviations between these GTC and an agreement, the provisions of the agreement shall prevail.

However, a deviation of the GTC to the disadvantage of Seedz is only effective if it has been expressly approved in writing.

1.3 Deviating terms and conditions of the buyer or customer as well as other contractual documents are expressly excluded, even if Seedz does not expressly object to them.

1.4 Seedz employees are not entitled to make deviating agreements, collateral agreements, individual guarantee promises or assurances, unless they are expressly authorised to do so or are entitled to do so by virtue of their position as a corporate body, procuration or general power of attorney.

1.5 Should Seedz provide the customer with additional services of a third party, the terms and conditions of the third party shall apply in addition with regard to these services, provided that the customer was able to obtain knowledge of these in a reasonable manner prior to the conclusion of the contract.

II. Offers

Seedz offers are subject to change and non-binding. All offers, like all agreements between the customer and Seedz, must be in writing. The documents belonging to the offer such as illustrations, brochures, presentations, drawings, product descriptions, colour, weight and dimension specifications or other characteristics of the delivery item are only approximate unless they are expressly designated as binding. Seedz reserves the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties.

III. Order Confirmation, Delivery and Service Object

The written order confirmation (individual contract), the customer's order, from Seedz is decisive for the time, type and scope of the delivery and service as well as the price, if given. Minor changes, also in the case of subsequent performance, of the delivery and

the customer is entitled to make minor changes, also in the case of subsequent performance, in the construction, form and design as well as in the values stated in the description, provided that the intended use, the quality and the functionality are not impaired or that it serves a technical improvement of the delivery item. Seedz reserves the right to make such deviations without prior notice and also during the delivery period.

IV. Prices, terms of payment and offsetting

4.1 Seedz prices are net ex works (EXW) in Swiss Francs. Unless otherwise agreed, the prices in the Seedz price list valid at the time the contract is concluded shall apply (if relevant). Unless expressly stipulated otherwise in an agreement, Seedz charges for the provision of its services at cost plus project-related travel times and costs. Unless otherwise provided by law in the relevant agreement, the applicable prices increase:

→ by 25% for work carried out between 6 p.m. and 10 p.m.,

→ by 50% between 10 p.m. and 8 a.m. as well

→ 100% on Saturdays, Sundays and public holidays in the canton of Zug, Switzerland.

4.2 The customer shall reimburse Seedz for all reasonable costs and expenses incurred by Seedz in connection with the provision of the services, the software and/or the hardware, in particular travel, accommodation and subsistence costs in the case of a provision of services outside of Seedz's premises.

4.3 Seedz can change the price according to the development of the raw material- and energy costs, consumer price index (CPI) or the producer price index (PPI). Customers will be notified of such changes immediately, with a minimum of three months between the time of notification and the effective date of the new price.

4.4 Unless otherwise agreed, the prices apply EXW (Incoterms 2010) including loading in the works and the customary packaging for road traffic. Value added tax is added to the prices at the respective statutory rate. In the event that the customer is based outside of Germany and the delivery item to be delivered under this delivery contract is from EU customs area is to be exported and the ordering party is to transport the delivery item out of the EU customs area according to the agreed delivery conditions (e.g. according to the Incoterms 2010: place named "EXW", "FCA" or "FOB" in Germany or other EU / non EU country) is responsible, no sales tax will be charged - for the time being. Seedz is entitled to retrospectively invoice sales tax at the applicable statutory rate if Seedz does not issue a VAT invoice for sales tax purposes valid proof of the export of the delivery items from the EU customs area in accordance with one of the two following conditions:

in the case of declaration of the export in electronic form by Seedz to the EU customs, within 60 days, after the delivery item has been handed over at the named location, the electronic proof of export from the EU customs office of exit at Seedz; or
if the electronic proof of export is not received by Seedz within 60 days, as well as in all other cases, the customer shall procure a valid document as proof of export for sales tax purposes (e.g. proof of transport from the carrier) and submit this within 90 days after handover of the delivery item at the named location of Seedz in front. The prices do not include customs duties or other import taxes; they are to be borne by the customer. If, exceptionally, Seedz has assumed these costs at fixed rates, any increases, e.g. due to changes in the law, shall be borne by the customer.

4.5 The costs of packaging will be charged additionally, unless otherwise agreed. Special packaging remains the property of Seedz and is charged at rental rates based on cost price; it must be returned to Seedz immediately and carriage paid. In the case of agreed delivery and service periods of more than four months from the conclusion of the contract, Seedz is entitled to charge reasonable surcharges for the material or labor costs based on its original price calculation to take account of the cost increases that have occurred.

4.6 Seedz invoices are payable net within 30 days of the invoice date. However, Seedz reserves the right to carry out delivery only against advance payment in individual cases. Invoices for repairs and customer services are immediately without deduction of discount due.

4.7 The following applies to work or work delivery contracts: Payment is to be made without any deductions to the supplier's account, namely:

30% deposit upon receipt of order confirmation;
60% upon notification of readiness for dispatch of the main parts;
10% within 30 days after the transfer of risk.

4.8 Deliveries and work for which no provisional final sum can be determined when the order is placed, Seedz reserves the right, depending on the circumstances, to request a down payment with the order and down payments during the period of execution in accordance with the costs incurred. Down payments and payments on account do not bear interest.

4.9 The customer is only entitled to withhold payments or offset against counterclaims insofar as his counterclaims are undisputed or have been legally established.

4.10 If the payment dates are exceeded, the consequences of default occur without the need for a special reminder. Without prejudice to other or further rights and claims, default interest of 8 percentage points pa above the base interest rate will be charged annually. We reserve the right to assert further damages.

4.11 If the customer defaults in paying the price, Seedz is entitled to demand the return of the goods and compensation for non-performance (see also Article VII. "Retention of title"). In the event of default, especially in the case of suspension of payment, seeking a settlement or a moratorium, all of the supplier's claims shall become due immediately.

4.12 Seedz is entitled to directly with all claims that it or the companies to which Seedz or indirectly has a majority stake, is entitled to offset against all claims that the customer has against Seedz or one of the companies described above. Upon request, Seedz will provide the customer with a list of these send companies. The customer's payment obligation remains unaffected if Seedz is not responsible for the loss of the subject matter of the contract after the risk has passed to the customer.

4.13 If the customer is economically unable to fulfil his obligations towards Seedz, Seedz can terminate existing exchange contracts with the customer by withdrawing from the contract or by terminating continuing obligations without notice, to the extent permitted by law. The customer will inform Seedz about this in writing at an early stage. The customer may only offset against claims against Seedz with undisputed or legally established claims.

V. Delivery and service time

5.1 The dates and deadlines given by Seedz are forecasts and non-binding. Delivery times and dates are only binding if they have been expressly confirmed in writing by Seedz as final delivery times and dates. Compliance with them by Seedz presupposes that all commercial and technical questions between the contracting parties and the customer have been clarified all obligations incumbent on him, e.g. B. Has provided the required official certificates or approvals or made a down payment. If this is not the case, the delivery time will be extended appropriately. This does not apply so far Seedz is responsible for the delay. For payments of all kinds, the day of fulfilment is the day on which Seedz can freely dispose of the payment amount. Unless otherwise agreed in writing, the place of performance is the registered office of Seedz.

5.2 The delivery and service period (delivery period) begins with the receipt of the order confirmation and deposit and is met if the delivery and service item has left the Seedz plant or the plant of a Seedz manufacturing service provider by the end of the period or the readiness for dispatch has been reported is. Insofar as an acceptance has to take place, the acceptance date is decisive - except in the case of justified refusal of acceptance - alternatively the notification of readiness for acceptance.

5.3 The delivery period is extended appropriately in the event of industrial action, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles that are beyond Seedz' sphere of influence, insofar as such obstacles occur are demonstrably of considerable influence on the completion or delivery of the delivery and service item. This also applies if the aforementioned circumstances occur at sub-suppliers. In important cases, Seedz will inform the customer of the beginning and end of such hindrances as soon as possible.

5.4 If the dispatch or acceptance of the delivery or service item is delayed for reasons for which the customer is responsible, the customer will be charged for the costs incurred as a result of the delay, starting one month after notification of the readiness for dispatch or acceptance. in the case of storage in the Seedz factory, however, at least 0.5% of the invoice amount per month. The customer is entitled to prove that no damage was caused by the delay or that it is significantly lower than the flat rate.

5.5 Adherence to the delivery period presupposes that the customer has fulfilled his contractual obligations.

5.6 The delivery period is extended appropriately if Seedz was not supplied in time by a sub-supplier itself.

5.7 If the customer does not accept the goods without justification, Seedz is entitled to withdraw from the contract under the statutory conditions and to demand compensation.

VI. Passing of risk, acceptance, transport

6.1 The risk is transferred to the customer at the latest when the goods and services are made available on the premises of Seedz (or a Seedz manufacturing service provider), even if partial services are provided or Seedz has other services, e.g. B. has taken over the shipping costs or delivery and installation. Insofar as an acceptance has to take place, this is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after Seedz has reported readiness for acceptance. Acceptance must be carried out in writing or in text form and without delay. Any complaints must be recorded in the acceptance report. The customer may not refuse acceptance if there is an insignificant defect. The same applies to formal errors, these will be corrected immediately by Seedz. If the customer does not accept the work after it has been made available for a reason other than a defect, the work is deemed to have been accepted after the acceptance period has expired. Use of the work by the customer, whether in whole or in part, is considered acceptance. If acceptance is excluded due to the nature of the work, completion of the work takes its place. At the request of the customer and at his own expense, Shipment insured by Seedz against theft, breakage, transport, fire and water damage and other insurable risks.

6.2 If shipping is delayed as a result of circumstances for which Seedz is not responsible, risk is transferred to the customer from the day the item is ready for shipping; however, Seedz is obliged, at the request and expense of the customer, to take out the insurance that the customer requests.

6.3 Delivered items are to be accepted by the customer without prejudice to the rights under Section VIII, even if they have minor defects.

6.4 Partial deliveries are permitted as long as they are reasonable for the customer.

6.5 Transport aids (reusable systems) are the property of Seedz. If these are not exchanged in perfect condition, returned free of charge or paid for, they will be charged at standard market prices.

6.6 Transport damage must be reported to Seedz immediately.

VII. Adaptation and Discontinuation of Services, Services and Products

Seedz reserves the right to make changes to services and products if Seedz has a legitimate interest in changing the service or product, the operating dates agreed with the customer can still be achieved and the changes in the performance of the service or product are reasonable for the customer. Seedz has a particular legitimate interest if further changes or further developments are required to adapt the product portfolio to new product guidelines, current technical conditions or current regulatory situations. The customer will of course be informed of this in good time.

To the extent that Seedz products are end-of-life (EoL) or no longer developed and/or offered and do not fall under the preceding paragraph,

a) Seedz will generally notify Customer of the EoL at least eighteen (18) months in advance;

b) Seedz may notify the Customer for a shorter period of at least six (6) months if and to the extent that this is strictly necessary due to the unforeseen unavailability of the subcontractor. This only applies if compliance with an eighteen (18) month delay would be possible for Seedz with disproportionate costs;

c) if the customer is notified of a shortened period of six (6) months, transparently informing the customer of the compelling reasons for this and explaining why compliance with the eighteen (18) month period would result in disproportionate costs, the customer's service entitlement accordingly cannot be continued. Any remuneration paid in advance for a discontinued product must be reimbursed immediately.

VIII. Responsibility of the supplier; nature of the delivery; cooperation of the customer
Proper and timely self-deliveries are reserved. Seedz will inform the customer immediately about the unavailability of the delivery item and, in the event of withdrawal, reimburse the customer for the corresponding consideration without delay. Circumstances for which Seedz is not responsible also include difficulties in obtaining the necessary supplies necessary supplies (including raw materials) and services. Seedz does not guarantee the quality or durability of the delivery. Seedz is not responsible for defects in the delivery, which it obtains from third parties and forwards unchanged to the customer.

Irrespective of further obligations of the customer, in the event of precautionary measures to avert non-contractual liability (e.g. recall campaigns), the customer is obliged to provide Seedz with the necessary information at his request about the whereabouts of the delivery item (in particular the addresses of the customers). The customer must note any externally visible damage to the consignment on the forwarder's delivery receipt; The customer (on behalf of Seedz as the customer of the forwarder) must notify the forwarder within no later than 5 days after delivery. In addition, in all of the aforementioned cases, the transport damage must be reported to Seedz within 2-3 days of delivery or the transport damage becoming apparent.

IX. Retention of title

9.1 Seedz retains ownership of the delivery and service item until all of Seedz’ claims against the customer from the business relationship have been met. In the event of breach of contract by the customer, in particular default in payment, after setting a deadline, Seedz is entitled to withdraw from the contract and to take back the delivery and service item and the customer is obliged to surrender it. If Seedz takes back or distrains the item, this only constitutes a withdrawal from the contract if Seedz expressly declares this in writing.

9.2 The processing or transformation of reserved items is always carried out by the customer for Seedz. If the reserved item is processed or inseparably mixed with other items that do not belong to Seedz, Seedz acquires co-ownership of the new item in proportion to the value of the reserved item to the other processed or mixed items at the time of processing or mixing. If goods from Seedz are combined with other moveable items to form a single item or are inseparably mixed, and the other item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to Seedz insofar as the main item belongs to him. The customer keeps it Ownership or co-ownership for Seedz. The same applies to the item resulting from the processing, transformation or connection as well as mixing as to the reserved goods.

9.3 Seedz is entitled to insure the delivery and service item against theft, breakage, fire, water and other damage at the expense of the customer, unless the customer has demonstrably taken out the insurance himself.

9.4 The resale of the delivered goods, regardless of whether unprocessed or processed or combined or mixed, is only permitted to resellers in the ordinary course of business subject to retention of title and only if the claim from the resale passes to Seedz. The customer is prohibited from pledging or transfer of ownership as security, as is agreeing on a prohibition of assignment. If third parties access the rights of Seedz, the customer must inform Seedz immediately.

9.5 The customer hereby assumes all claims to which he is entitled now or later from the resale or from any other legal reason with regard to the delivered goods as soon as they arise in the amount of the value of the reserved goods (invoice amount). Seedz hereby accepts the assignment.

9.6 The customer is authorised until revoked to collect the claim from the resale. At Seedz' request, the customer must inform Seedz of the debtors of the assigned claims, provide the information and hand over documents required to assert its rights against the debtors, and notify the debtors of the assignment.

9.7 Seedz undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 10%.

X. Warranty / liability for defects

Seedz provides the following warranty for defects in quality and title in the delivery or service, which have been reported properly and in good time, to the exclusion of further claims - subject to Section VIII.:

10.1 All deliveries or services that turn out to be defective as a result of a circumstance that occurred before the transfer of risk are to be repaired free of charge at Seedz’ discretion or replaced free of defects. The discovery of such defects must be reported to Seedz immediately in writing. Replaced parts become the property of Seedz.

10.2 After consultation with Seedz, the customer must give Seedz the necessary time and opportunity to carry out all repairs and replacement deliveries that Seedz deems necessary; otherwise Seedz is released from liability for the resulting consequences. Only in urgent cases of endangering operational safety or to prevent disproportionately large damage, in which case Seedz must be informed immediately, does the customer have the right to have the defect remedied himself or through a third party and to demand reimbursement of the necessary expenses from Seedz, provided that the Deficiency proven to be caused by Seedz.

10.3 Of the direct costs incurred as a result of the repair or replacement delivery carried out by Seedz, Seedz shall bear the costs of the replacement item, including shipping, insofar as the complaint turns out to be justified. Appropriate removal and installation costs will be reimbursed in accordance with the statutory provisions. The same applies to the costs of determining the cause of the error.

10.4 Otherwise, the customer's claims against Seedz as a whole or with regard to individual parts are limited to a right to supplementary performance. The customer can only choose to reduce the price or withdraw from the contract if subsequent performance fails.

10.5 If there is only an insignificant defect, the customer only has the right to reduce the contract price.

10.6 No guarantee is given in particular in the following cases: unsuitable or improper use, faulty assembly, commissioning and/or use by the customer or third parties, in particular one that does not correspond to the state of the art, natural wear and tear of the goods, faulty or negligent handling, improper maintenance, unsuitable operating resources, unsuitable conveying media, defective construction work, unsuitable building ground , chemical, electrochemical or electrical influences - unless Seedz is responsible for them.

10.7 If the customer or a third party makes improper improvements, Seedz is not liable for the resulting consequences. The same applies to changes made to the delivery or service item without the prior consent of Seedz.

10.8 If the delivery and service item infringes industrial property rights or copyrights in Germany or Switzerland, Seedz will, at its own expense, provide the customer with the right to continue using it or modify the delivery and service item in a way that is reasonable for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the above conditions, Seedz also has the right to withdraw from the contract. In addition, Seedz will indemnify the customer against undisputed or legally established claims of the relevant property right holder.

10.9 Subject to Section X.8, the obligations of Seedz specified in Section VII are final in the event of an infringement of industrial property rights or copyrights.

They only exist if

the customer informs Seedz immediately of alleged infringements of industrial property rights or copyrights,
the customer supports Seedz to a reasonable extent in defending against the asserted claims or enables Seedz to carry out the modification measures in accordance with Section XII.,
Seedz reserves the right to take all defensive measures, including out-of-court settlements,
the defect is not based on an instruction from the customer and
the violation of rights was not caused by the fact that the customer changed the delivery item on his own authority or used it in a manner that was not in accordance with the contract.

10.10 Any warranty is excluded when selling used equipment. However, insofar as devices have been repaired by Seedz in whole or in part as agreed, the following condition also applies to the warranty: The warranty only relates to the parts that Seedz was contractually responsible for replacing or repairing.

10.11 The limitation period for all warranty claims is two years from the date of manufacture (date on the type plate), but at least one year from the start of the statutory limitation period.

XI. Liability

11.1 The customer's right to claim damages based on fault-based claims is limited to the cases

a) intent or gross negligence on the part of Seedz, its legal representatives or vicarious agents,

b) the negligent breach of essential contractual obligations (cardinal obligations),

c) fraudulent concealment of defects,

d) the assumption of a guarantee,

e) culpable injury to life, limb or health by Seedz, its legal representatives or vicarious agents or

f) the defect in a delivery or service item for which liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.

11.2 In the event of a negligent breach of essential contractual obligations (cardinal obligations), the claim is limited to the amount of the foreseeable damage typical for the contract.

11.3 Further claims for damages are excluded.

11.4 Insofar as there are claims for damages against Seedz, its vicarious agents or vicarious agents, these become statute-barred within one year from the start of the statutory limitation period.

11.5 If Seedz or its employees provide advice and information or make a recommendation before, during or after a conclusion or in another context, Seedz is only liable for this if Seedz has agreed and received a special fee for this and the advice, the information or the recommendation was given in writing. In this case, Seedz is liable for up to 10% of the fee agreed for the advice etc. if it is at fault. This limitation of liability does not apply in the cases of Section 1 a), b), d) and e).

XII. Consumable purchase

Any rights of the customer from the regulations on the sale of consumer goods remain unaffected by the above regulations. In particular, the customer's right of recourse against Seedz due to a defect in an item sold to a consumer remains unaffected.

XIII. Alteration and product labelling

A change to the delivery and service item requires the prior written consent of Seedz. A change in the labelling of the delivery and service item, in particular the serial or other control numbers and any special stamps that are considered signs of origin of the customer or third parties and could give the impression that it is a special product, are not permitted.

XIV. Redemptions / Returns

Seedz is not obliged to take back goods that have been delivered free of defects (exchange). Redemption is at Seedz's sole discretion. A return will only be accepted if Seedz has given prior written consent. The approved return must be made free of charge with the completed return form from Seedz, stating the invoice number. Seedz has the right to deduct a flat rate from the value of the goods for the costs incurred as a result of the return without special proof.

XV. Particularities for repair orders outside of the warranty

15.1 Seedz will only carry out repairs or refurbishment of delivered goods outside of the warranty against reimbursement of costs.

15.2 Seedz will prepare a written offer after receipt of the goods. If the offer is not accepted within three months of sending, Seedz is entitled to scrap the device unless the sender has asked Seedz in writing to send it back.

15.3 If Seedz realises before or during the refurbishment/repair that this is uneconomical, Seedz will inform the sender of this. If the sender does not inform himself about the beginning or the Declare continuation of the refurbishment/repair, Seedz is entitled to scrap the device.

15.4 Seedz is also entitled to the costs for dismantling and inspection of the device and other parts if a repair is not carried out.

15.5 The customer bears the shipping costs for repair orders.

15.6 Seedz has a right of retention due to Seedz's claims against the customer; if the customer is also the owner of the device, Seedz is also entitled to a lien on the items that came into Seedz's possession. If Seedz the pawn sale beforehand threatened, it is sufficient to send a written notification to the customer's last known address. The sale period is three weeks from the date the notification was sent, unless Seedz considers an earlier sale to be appropriate.

15.7 Seedz is granted collateral ownership of goods returned after repairs until the claims from the business relationship have been paid in full. After returning the devices, Seedz may only assert the claim for return from the security property if the debtor has not paid despite default in payment and the expiration of a grace period of at least 14 days. Until then, the customer is entitled to use the item on a loan basis.

15.8 Seedz is entitled to issue an advance invoice and to ship only after receipt of all amounts owed by the customer or to return the repaired device against cash on delivery of all amounts owed by the customer. If the recipient makes use of his right to refuse acceptance, Seedz is entitled to sell as a pledge in accordance with Section 6 sentences 2 and 3 and, in the event of a realisation surplus, is obliged to compensate in accordance with Section 10.

15.9 The rights of Sections 6-8 can also be asserted for claims based on legal grounds other than this repair.

15.10 In the event of the enforcement of the security right, Seedz is obliged to reimburse the proceeds resulting therefrom to the owner of the device, insofar as the proceeds exceed Seedz's claims including interest and costs.

XVI. Intellectual Property Rights/Software Use/Licenses

16.1 Unless expressly provided for this purpose, no intellectual property right of Seedz is transferred to the customer by these GTC or any agreement.

16.2 Seedz offers a platform or "Software as a Service" (SaaS) that can be operated on-premise or by Seedz. Another option is to operate the platform on infrastructure provided by third party cloud providers, outside the Seedz server infrastructure. The Platform enables the interconnection of smart meters, street lights with sensors, buildings, energy generators and consumers, electric mobility and storage for the realisation of sector coupling in a smart grid as well as the control of smart irrigation systems. The SaaS business conditions are regulated per individual contract for the use of the services provided by Seedz. Provided services and availabilities result from the order confirmation of the scope of supply and services of Seedz agreed in the individual contract. This includes a product description and the applicable service level agreement.

Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive and time-limited right to use the software supplied, including its documentation. It is only made available for use on the delivery and service item intended for this purpose. Use of the software on more than one system is prohibited unless the license terms provide otherwise. According to that stipulated in the relevant agreement License type, the rights granted by Seedz are limited by number of connected devices, instances, concurrent users or named user. If the applicable agreement does not specify the license type, the licenses are granted for a single instance. If no license term is specified in the relevant agreement, the licenses are granted by Seedz for an indefinite period, subject to their revocation in accordance with these GTC and/or the relevant agreement.

16.3 The customer and Seedz agree that the software is in any case subject to the protection of the Swiss federal law on copyright and related property rights (URG, SR 231.1). The customer may only use Seedz Software to the extent permitted by law (Art. 1 ff, URG Schweiz). Reproduction, revision, translation or conversion from object code to source code using decompilation techniques, reverse engineering or any other method, and these third parties for use and/or access for any purpose other than Customer operations, of any kind, subject to any right to grant sub-licenses, are prohibited.

16.4 The customer undertakes to observe manufacturer information - in particular copyright notices - and not to remove or change them without the prior express consent of Seedz. All other rights to the software and documentation including the copies remain with Seedz or the software supplier. Sub-licensing is not permitted and will only be granted if such a right is expressly provided for in the relevant agreement.

16.5 Seedz is entitled to carry out software updates after appropriate advance notice and within normal business hours, without this changing warranty periods or limitation periods. In the event of resale, the customer can pass this obligation on to his customers. If this customer is a reseller himself, including the obligation to pass this regulation on to the end customer.

16.6 If the customer is provided with software for which Seedz only has a derived right of use (third-party software), or if the customer is provided with so-called open source software or free software, the terms of use to which open source software or free software are subject or apply shall apply the terms of use to which the third-party software is subject take precedence. In the contract documents, Seedz will point out the existence and the terms of use of third-party software, open source software and free software and make the terms of use accessible on request. The customer releases Seedz from all claims, costs and expenses that arise from the use of the open source software and free software or other third-party software.

16.7 In the event that all or part of the Services, Software and/or Hardware is the subject of a claim for infringement of a third party's intellectual property right, or if Seedz believes that there is a risk of such a claim, Seedz may, at its option obtain the right to continue providing the relevant services, software and/or hardware, to replace or modify the relevant services, software and/or hardware so that they no longer infringe the relevant intellectual property right, or to provide the relevant services, software and/or hardware discontinue and terminate the related agreement.

16.8 Seedz reserves the right to check or have checked by a third party once a year during normal office hours whether the customer is complying with the conditions for the use of the licenses granted to him. The customer undertakes to provide, free of charge, any assistance and information necessary for the purposes of such control. If it turns out during such a check that the Customer has exceeded the permitted number of Connected Devices, Instances, Concurrent Users or Named Users, he shall pay to Seedz, upon simple request, the difference between the license fees actually paid and the license fees, which he would have had to pay for effective use and/or access, plus interest at a rate of 8% from the first time the relevant licenses are exceeded. In such a case, the Customer shall also pay to Seedz the costs incurred by Seedz in connection with the audit and, if applicable, the difference between the maintenance costs actually paid and the maintenance costs he has for the number of licenses and/or licenses actually used that was effectively accessed should have paid. Seedz is entitled to have the audit carried out by a third party and to charge the customer for the costs incurred. The right of termination according to Art. 16 GTC is reserved if the customer does not pay these amounts.

XVII. Duration and termination of agreements

17.1 Unless the parties expressly agree on a different effective date, the agreements will come into effect on the date of their conclusion.

17.2 Unless the parties expressly agree on a different duration and the duration does not result from the nature of the services (e.g. completion of a project), the agreements are concluded for an initial period of twelve (12) months, which thereafter automatically extended by twelve (12) months at a time.

17.3 Unless otherwise stipulated, each of the parties may terminate the agreements, the duration of which is determined in contractual periods that are automatically extended, including pursuant to this GTC, with six months' written notice to the end of the current contractual period.

17.4 Each party may individually terminate one or more Agreements without notice in writing upon a material breach by the other party of its obligations under the relevant Agreement, provided that the other party fails to do so within thirty (30) days of receipt of a written request with a reasonably accurate description remedy the breach of contract. In such event, all other rights and remedies of the party that terminated the relevant agreement are reserved.

17.5 Termination of one agreement will not automatically terminate the other agreements in force and breach of one agreement will not, by itself, justify termination of another.

17.6 In the event of termination of an Agreement and at the Client's request, Seedz will provide all reasonable assistance to transfer the relevant Services to a third party or to the Client at its usual rates. Should Seedz terminate the relevant Agreement due to a breach by the Customer or if other circumstances so justify, Seedz's assistance in connection with such a transfer may be subject to the payment of an advance payment by the Customer.

XVIII. Confidentiality

18.1 Confidential information is business and trade secrets as well as information that a reasonable third party would consider worthy of protection or that is marked as confidential; this can also be information that becomes known during an oral presentation or discussion. The contractual partners are obliged to maintain secrecy about confidential information that becomes known in connection with the execution of the contract. The obligation of confidentiality does not apply to information that is already lawfully known to the parties or that becomes known outside of the contract without a breach of a confidentiality obligation.

18.2 Confidential information is business and trade secrets as well as information that a reasonable third party considers worthy of protection or is marked as confidential; It can also be information that is known in a presentation or oral discussion. The contractual partners are obliged to keep secret all confidential information that becomes known to them during the execution of the contract. The confidentiality obligation does not apply to information that is legally known to the parties or to information that is known outside of the contract without breach of the confidentiality obligation.

18.3 This information may only be passed on to persons who are not connected with the conclusion, implementation or conclusion of the contract with the written consent of the other contractual partner. Unless otherwise agreed, this obligation ends five years after the relevant information becomes known, but not before termination if the obligation continues. Contractual partners will also impose these obligations on their employees and any third parties.

Reverse engineering is not allowed.

XIX. Export Conditions

Seedz products may be subject to the relevant export regulations of Switzerland, the European Union and/or the United States of America. If the products are re-exported, the customer undertakes to observe all nationally or internationally applicable export regulations and, if necessary, to obtain the necessary permits.

In the event of a breach of these obligations, the customer shall indemnify Seedz from all claims and compensate for all damages asserted against Seedz by the supplier or licensor, third parties or state and/or international authorities or organisations. The customer must inform his contractual partners in writing about the export regulations.

XX. Place of performance, place of jurisdiction, applicable law, other

20.1 The place of performance for all transactions relating to Seedz is Zug, Switzerland.

20.2 The place of jurisdiction for all disputes with merchants, legal entities under public law or special funds under public law is Zug, Switzerland if the service provider was Seedz. Seedz is also entitled to sue at the customer's headquarters.

20.3 Swiss law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). This also applies to all contracts that are concluded as part of the business relationship and do not contain any other written legal agreement.

20.4 Subsidiary agreements, changes and/or additions must be made in writing. This also applies to the waiver of the written form requirement itself.

20.5 Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. Instead of In the event of an ineffective provision, an effective provision shall be deemed to have been agreed which comes as close as possible to the one intended by the parties. The same applies in the event of a gap.