Terms and Conditions

1. General

The provider of the rentable SaaS services is the company: 1st Log AG – In der Euelwies – CH-8408 Winterthur (hereinafter referred to as “lessor” and/or “1st”). The tenant of the SaaS services is hereinafter referred to as the customer and/or user.

1.2 Subject

The subject of these terms and conditions is the use of the "Software as a Service" service "1stLogs". For the purpose of concluding the contract, the Lessor shall submit to the Client a non-binding offer with the software products and modules defined by the Lessor in the Annex (including "SaaS" service, service, function, rental product, application software, prices, etc.). These GTC are an integral part of the Lessor's commercial offer, which is drawn up based on the customer's needs. A contract is only concluded when the customer notifies the lessor in writing of his agreement to the offer and the lessor confirms the conclusion of the contract in writing. Furthermore, a contract is concluded under the conditions of the lessor's offer as soon as the customer uses the lessor's SaaS service. The customer as a user of these services acquires the right to use the rented logistics software modules as a SaaS service for the duration of the contract term. The SaaS service is usually operated on servers on the premises of qualified hosting partners of the Lessor and the customer as a user gains access to the rented products via the Internet by logging in with an assigned username and password. The Lessor reserves all rights to all components of the SaaS service and all functions, modules and products which are made available to the Customer for use. The customer does not receive any licence or right of use that goes beyond the express statements in this contract. These GTC of the lessor shall apply exclusively. Any terms and conditions of the customer that conflict with or deviate from these GTC shall not be recognised unless 1st has expressly agreed to their validity in writing. These GTC shall also apply if the Lessor provides its services to the customer/user without reservation in the knowledge of terms and conditions of the user that conflict with or deviate from these GTC.

1.3 Contract and GTC amendments

The Lessor shall be entitled to amend these GTC, services and performances insofar as the Lessor deems this to be expedient for technical reasons or due to market developments. All customers will be informed of these changes by e-mail or through the information available on the Lessor's websites or customer support pages. The change will become effective if the customer does not object in writing within one month of publication of the change notification. In the event of an objection by the customer, the lessor will seek an amicable solution with the customer. If the parties are unable to find an amicable solution within 30 days, the right of termination shall remain reserved. Individual contracts that deviate from these GTC shall be concluded in writing. This also applies if the contract only differs from these terms and conditions in individual points.

2. Provision of the SaaS service

2.1 Services

The lessor grants the customer the possibility to use the specified application software via an external access, within the framework of the SaaS service. For this purpose, the application software as well as the computing power required for use shall be made available at the provider used by the lessor. The customer is thereby enabled to use the application software exclusively for his company without a local copy, i.e. with only a small amount of his own computing power. Details on the scope of use are regulated in clause 3. Any provision of customer-specific or specific developments is excluded from these GTC. For any customer-specific adaptations requested by the customer, a separate IT service agreement shall be concluded between the customer and the lessor.

2.2 Documentation

Quick help (FAQ) and context-related help are generally provided within the application software. Additional written documentation is not part of the scope of services.

2.3 Support

For troubleshooting, Customers/User*s can contact the lessor via the ticket system during office hours from 08:00 to 17:00 (CET). The support only covers the SaaS service if it is used in a manner recommended by the lessor and does not extend to other configurations of operating systems and browsers or similar. Furthermore, repairs of database contents and problems caused by the customer are excluded from the support. Furthermore, support excludes problems outside the SaaS service subscribed to by the customer or problems exclusively related to the customer's hardware, internal networks and internet connections and/or peripherals and which are completely independent of the SaaS service. For services and consultations that are not contractually agreed, a daily rate will be charged in accordance with clause 10 of these GTC. Special escalation agreements and/or support and maintenance contracts may be agreed in writing between the parties.

3. Intellectual Property

The customer acknowledges and confirms that all intellectual property in connection with the SaaS service, in particular but not exclusively copyrights (incl. source code, manuals, databases, etc.), trademark rights, design rights, patent rights as well as know-how, are the exclusive property of the lessor without limitation as to time, place and subject matter. This intellectual property also extends to all changes, further developments, adaptations, updates, patches, etc. in any form.

4. Rights of use and license rights

The lessor grants the customer a non-transferable, non-exclusive right of use to the SaaS software offered and specified in the commercial offer within the framework of the SaaS service. This right of use and license is limited to the contractually agreed purpose of use. If the use of the subject matter of the contract by the customer or parts thereof violates legal provisions, is prohibited by a court decision or if, in the opinion of 1st, there is a threat of legal action due to the violation of property rights or legal standards, 1st has the right to choose between the following measures:

Modify the subject matter of the contract in such a way that it no longer infringes any property rights or laws;
Obtain the right for the customer to continue to use the subject matter of the contract;
Replace the subject matter of the contract by a subject matter of the contract which does not violate any property rights or legal norms and which either meets the requirements of the customer or is equivalent to the replaced subject matter of the contract;
Further claims are expressly excluded.

The foregoing obligation does not apply to contractual items for which the infringement of property rights or legal norms is based on the fact that the contractual item was modified by the customer or operated together with contractual items not offered by 1st. The foregoing obligation does not apply to contractual objects for which the infringement of property rights is based on the fact that the contractual object was changed by the customer or operated together with contractual objects not offered by 1st. The foregoing right of use does not transfer any other rights to the software, in particular no ownership. Use is limited to the logged-in and registered users within the customer's own company. In particular, the customer is not entitled to grant third parties the right to use the software. Extended license agreements may be concluded with major customers.

5. Cooperation of the customer

5.1 Internal IT infrastructure of the customer

The use of the SaaS service/rental product requires the customer to provide a suitable and state-of-the-art computer system including a current and updated web browser (MS Edge, Chrome) with functional high-performance external access (Internet). This system serves as a "client" for the use of the application provided. In this context and for the use of the rental products in the outdoor area (tours, lines, warehouse, etc.), the customer is also solely responsible for the provision of suitable industrial scanners (mobile 1st Log AG – In der Euelwies 22 – 8408 Winterthur (Switzerland) Page 15 of 42 Device), smartphones (e.g. devices with, e.g., a mobile scanner). devices with, among other things, a current version of Android, iOS, good GPS, sufficient battery life, good photo resolution) and any other necessary hardware that meet the minimum technical requirements for the operation and functionality of the SaaS services/rental products.

5.2 Communication connection to the data center of the lessor

The establishment of the connection to the data center as well as the operation of the necessary client computer for the use of the application software is the sole responsibility of the customer.

5.3 Registration and printing

A proper login with user ID and password is required for the function of the SaaS service. The customer/user undertakes to keep the personal data up to date. The printers required for printing out work results or documents must also be operated by the customer.

5.4 Password protection

The client undertakes to keep personal usernames and corresponding passwords, as well as any access keys to interfaces, secret and not to make them accessible to third parties. If the user has reason to believe that unauthorised third parties have gained or may gain knowledge of the access data, the lessor must be informed immediately. In this case, the user shall also be obliged to change his/her password without delay.

5.5 Use for own use

The customer undertakes to use all content made available to him/her via the SaaS service exclusively for its intended purpose and only for his/her own use. The customer shall refrain from improper use and illegal actions. Violations of this provision shall give rise to an immediate extraordinary right of termination for the lessor.

5.6 Unlawful use, prohibited actions

The customer may use the SaaS service exclusively for its internal and contractually agreed purposes. The customer is not entitled to use the SaaS services for data processing on behalf of a third party or to offer SaaS services to third parties. The customer undertakes to use the SaaS service in accordance with the applicable laws and regulations and the authorisations and requirements in this contract. The Customer is responsible for the data, material and information that the Customer or its Users process with the Service. The customer or the user is prohibited from any actions that violate applicable law and infringe the rights of third parties. The user is prohibited from publishing, distributing, offering and advertising:

pornographic, indecent or obscene content;
Content, services and/or products that violate data protection law and/or other laws and/or are fraudulent;
Content glorifying or trivialising war, terror and other acts of violence against humans or animals;
Content that insults or defames other users or third parties on the basis of age, ethnic or social origin, language, religious affiliation, disability, sex, sexual orientation, etc;
content that is likely to deny, insult, threaten or malign others;
Content or communication that is likely to promote or support racism, radicalism, fascism, bigotry, hatred, physical or mental violence or unlawful acts (in each case explicitly or implicitly) or is otherwise offensive to morality;
content, services and/or products that are protected by law or encumbered with third-party rights (e.g. copyrights) without being demonstrably entitled to do so;
this list is not exhaustive.

These obligations also apply to the references ("hyperlinks") inserted by the customer/user to this content of this type on external platforms or services and/or the dissemination of such references. Furthermore, the following activities are also prohibited, irrespective of any possible infringement of the law when publishing own content (or by setting links):

the distribution of viruses, Trojans and other harmful files;
sending junk, spam or scam mails or chain letters;
using 1st services and pages for spam purposes and creating free pages for link building purposes or SEO spam;
Harassing others, e.g. by contacting them personally several times without or contrary to the reaction of the other person, as well as encouraging or supporting such harassment;
soliciting others to disclose passwords or personal information for commercial or unlawful purposes (phishing);
publishing, distributing, offering and advertising bonus systems, Paid4Mail services, pop-up services, snowball systems or similarly functioning forms of marketing and/or advertising;
this list is not exhaustive.

In addition, any action that is likely to impair the smooth operation of the 1st system is prohibited.

If claims are made against the lessor as a third party or joint tortfeasor due to illegal or unlawful content disseminated by the customer or user (e.g. for injunctive relief, revocation, correction, damages, etc.), the customer/user shall be obliged to reimburse the lessor for all costs and damages incurred as a result, including legal defense. This applies irrespective of the legal grounds arising in connection with such claims. In this context, the customer/user shall indemnify the lessor against any claims by third parties. The user is also obliged to support the lessor in any way possible to ward off such claims.

The sending of e-mails to a large number of recipients (newsletters, advertising e-mails) via the Lessor's mail and/or ticket system is generally prohibited.

The customer is prohibited from attempting to gain unauthorised access to the service or the networks or systems connected to it.

The customer shall at all times be responsible for not impairing or interfering with the integrity or performance of the service, services, functions, modules and applications or the data contained therein. A breach of these terms and conditions also entitles the lessor to terminate the contract without notice and to block the services and the customer's access to the SaaS service with immediate effect. The lessor accepts no liability for this and cannot be held liable or responsible in any way for failures, direct and indirect damage, such as a specific technical or economic success, direct and/or indirect damage such as loss of profit, loss of revenue or savings, loss of customers, damage to reputation, claims by third parties, consequential damage from loss of production, loss of data, liability for slight negligence or for auxiliary persons, other consequential costs, etc., which occurs as a result of blocking the site for the above reasons. Furthermore, such measures by the Lessor do not release the customer from his obligation to pay for the entire current billing period.

5.7 Reporting of defects

The customer undertakes to notify the lessor without delay of any detected defects or damage that could impair the security or operation of the SaaS service. In doing so, the customer shall take all reasonable measures to enable the defects or damage and their causes to be identified or to facilitate their rectification.

5.8 Security of the own system

The customer shall secure his own system in such a way that it does not become a source of danger for others and that neither the security, integrity nor the availability of the infrastructure used by the Lessor for its services is impaired. The lessor may block services in whole or in part if the customer's systems impair the security, integrity or availability of the infrastructure.

5.9 Communication of contractual content

The customer or user agrees to receive electronic communication from the Lessor for contractual purposes (e.g. invoices, important contractual information or significant technical changes). It is therefore very important that the data of the account(s) ("account") is kept up to date. The Lessor declines any liability or responsibility if the client/user does not receive a notification by e-mail because the e-mail address is not correct/current. The customer/user can revoke his/her consent to receive this information electronically at any time in the future by notifying the landlord/landlady (1stlog@sidd.swiss). In this case, however, the landlord reserves the right to close the user's account.

6. Warranty

The lessor guarantees to be able to provide the SaaS services as far as possible on 7 days a week and 24 hours a day without disruption and without interruption. The lessor undertakes to keep its SaaS services and services technically up-to-date (see also Art. 6). The lessor undertakes to ensure security in systems, programmes etc. that belong to it and over which it has influence in accordance with standards customary in the industry. In the event that there are disruptions in access to the agreed services, a ticket system is available to users for reporting such disruptions.

The Lessor undertakes to carry out maintenance work, expansion of services, introduction of new software, integration or conversion of new hardware as far as possible not during normal business hours. It shall inform the customer as soon as possible of any foreseeable interruptions in service.

In the event of unforeseeable service interruptions, the lessor shall inform its customers as soon as possible. It undertakes to remedy the disruption as quickly as possible within the scope of its possibilities. Excluded from the warranty are defects and malfunctions for which the lessor is not responsible, in particular but not exclusively due to unsuitable hardware, faulty Internet connection of the customer, natural wear and tear of the work equipment, force majeure, labour disputes, war, terrorist acts and riots, pandemics and epidemics, power shortages, traffic disruptions, improper handling, excessive use, unsuitable equipment or extreme environmental influences, interventions by the customer or malfunctions by third parties, e.g. hacker attacks, viruses etc., which are not attributable to the lessor. E.g. hacker attacks, viruses, worms, malware, other faulty software, problems due to software updates, as well as other disruptions to operation which may occur despite the necessary safety precautions. The lessor provides no warranty and makes no representation that the functionality of the software will meet the individual requirements, expectations or needs of the customer. The customer acknowledges that errors may occur from time to time. The lessor does not guarantee the integrity of the data stored or transmitted via the Internet. Any warranty for accidental disclosure and damage or deletion of data sent, received or stored via the lessor's systems and services is completely excluded.

6.1 Notification of defects

6.2 Remedy by the lessee

The lessor shall remedy faults/errors of the SaaS service as best as possible from the time of receipt of notification or noticing. Minor faults which do not lead to any significant impairment of function shall be eliminated by updates which the lessor shall make available regularly within a reasonable period of time. The foreseeable obligations for the lessor shall not apply if the error or malfunction is due to circumstances over which the lessor has no influence. This includes, in particular, hardware or software components not originating from the lessor. If it is not possible to rectify the fault, the customer may withdraw from the contract in accordance with the conditions of these GTC. A refund of monthly fees is excluded in this case.

6.3 Maintenance services

The lessor shall carry out maintenance services on a regular basis. During maintenance work, the use of the SaaS service may be restricted.

7. Liability

The internet is a worldwide system of independent, interconnected networks and computers. The lessor can therefore not guarantee error-free services. The same applies to mobile communication systems (GPS, GSM etc.) and provider networks that serve mobile data exchange. The Lessor provides the services it offers professionally and carefully. However, it cannot guarantee the uninterrupted and trouble-free functioning of the services or protection against unauthorised access or unauthorised interception.

The lessor is not liable for service failures or delays caused by circumstances beyond the lessor's control. In particular, the lessor cannot be held responsible for non-performance of the contract due to force majeure. Force majeure shall be deemed to be all unforeseeable and unavoidable events of any kind for which the lessor is not responsible, including but not limited to natural disasters, storms, fire, strikes, sabotage and official or judicial orders, labour disputes, war, terrorist acts and riots, pandemics and epidemics, energy shortages, traffic disruptions etc., which make the performance of the contract impossible or considerably more difficult. If the force majeure lasts longer than 30 (thirty) days, the lessor may terminate the contract after written notification to the customer without having to pay any compensation.

Likewise, the lessor cannot be held liable in any way for service failures and service delays caused by events that make it significantly more difficult or impossible for the lessor to provide the service, or for the failure of communication networks and gateways. Liability for interruptions of operation, which serve in particular to rectify faults, for maintenance or for the introduction of new technologies, is also expressly and completely excluded.

The lessor shall not be liable for errors and malfunctions, nor for direct or indirect or consequential damage resulting from the use of or failure to provide the services supplied/provided by the lessor.

The lessor shall not be liable to the customer and third parties in particular in the following cases:

Direct or indirect consequential damage in the event of malfunctions of the infrastructure used by 1st (cloud etc.). In particular, the lessor is not liable for errors and malfunctions that are based on changes to the operating environment or on improper system requirements or on connection, network or performance problems of the providers, network operators or the operators of the host and server environments on which the manufacturer's products run.
Electronic messages and data that are not transmitted correctly, not transmitted at all, transmitted in an unlawful manner or intercepted by third parties;
Incorrect or erroneously interpreted data, in particular not for incorrectly translated texts and data as well as data compiled and provided by embedded third-party systems (e.g. route planning, navigation, customs tariffs, dangerous goods calculations, translation services, etc.);
Lack of or inadequate confidentiality of data, provided that data protection regulations have been complied with.
Processing errors in the handling of business transactions via the Internet (electronic commerce), in particular not transmission errors of credit card data or other payment information;
For damage to or loss of data or documents. The customer undertakes to protect and fully indemnify the lessor in the event of third-party claims.
Furthermore, the Lessor shall not be liable for defects and malfunctions if the defects or malfunctions are the responsibility of third parties.
The lessor is expressly not liable for negative effects that other programs on the customer's computers have on the use of the SaaS solution. Nor for limited or insufficient connection speed to the Internet or unsuitable hardware of the customer.

The lessor also accepts no liability for the software provided being suitable for the client's purposes. The client is solely responsible for the use of the work results. Any liability of the lessor and its vicarious agents towards the customer and third parties for a specific technical or economic success, for direct and/or indirect damage such as loss of profit, loss of revenue or savings, loss of customers, damage to reputation, claims by third parties as well as for consequential damage from loss of production, loss of data and liability for slight negligence or for auxiliary persons as well as any other type of consequential damage are expressly excluded, subject to further mandatory statutory liability provisions. Liability for intent and gross negligence is reserved.

The lessor expressly points out to the customers that data protection and data security cannot be guaranteed according to the current state of the art despite SSL encryption and https protocol for data transmissions in open networks such as the Internet. The lessor is expressly not liable for errors and malfunctions caused by hacker attacks, malware or other faulty software.

The lessor accepts no liability whatsoever if the client violates its data protection and confidentiality obligations towards third parties or third-party companies within the SaaS solution "1stLog". The outsourcing of data and processes does not release the client from personal responsibility.

8. Data protection

The federal and cantonal data protection laws and their implementing ordinances apply. User and lessor are aware that the performance of the contract may lead to the inspection, processing and disclosure of personal data. As a rule, the customer is the owner of personal data in the legal sense. If further data protection regulations, such as the EU-DSGVO, are to be followed, it is the responsibility of the customer to issue corresponding instructions to the lessor in the contract. The customer expressly allows the lessor to use customer data for marketing purposes (e.g. to inform customers about new services or products). For quality assurance purposes, data may be collected on all pages of the lessor with the help of internal and external analysis tools such as Google Analytics and Sentry. This collection of data takes place across all pages. The lessor uses the information obtained from this to correct errors and improve user-friendliness. For these purposes, it reserves the right to use other suitable web analysis systems without further notice. The lessor shall ensure that the respective service provider is carefully selected when using such analysis systems and that the data protection requirements for the use of the respective system are met. 1st Log AG - In der Euelwies -8408 Winterthur (Switzerland) page 19 of 42 - the lessor has the right to use the services of third parties in compliance with the applicable legal provisions for the provision of services and in compliance with the contract on the processing of data on behalf of the Lessor. The lessor may offer services from third party providers to extend the service packages. Before integrating/linking these third-party services, the customer or user should always check the data protection statement and terms and conditions of the relevant third-party provider, as the integration may give the third-party provider access to certain personal data of the user (e.g. registration via Facebook, Google accounts). For example, personal data that the landlord passes on to a third-party account or platform may in turn be passed on to certain third parties, including the general public, depending on the data protection provisions of the account or platform. In order to find out how satisfied the user is with the lessor's products, the lessor reserves the right to send user surveys to the user in the administration area of the website and/or by e-mail (if the user has consented). The user decides individually for each survey whether he or she wishes to participate and what information he or she wishes to provide to the lessor. For all other data protection issues, please contact: www.1st-log.com. The lessor works with SSL encryption and https protocol. Should higher requirements be desired by the customer, these must be defined in a separate IT service contract.

9. Confidentiality

All contracting parties shall treat as confidential all information that is neither generally known nor generally accessible, in particular information on know-how and programming and design. In case of doubt, information shall be treated confidentially. The obligation to maintain secrecy already exists prior to the conclusion of the contract and continues beyond the termination of the contract as long as the data concerned has not been published. The customer may irretrievably delete the data stored on the cloud at any time. The lessor assumes no responsibility for backing up the deleted data. In the event of a breach of the confidentiality obligation, the other party shall owe a payment unless it proves that it is not at fault. However, this payment shall not exceed a total of CHF 50,000 per case. This payment shall not release the party at fault from compliance with the confidentiality obligation.

10. Work data of the client

The client's work data shall be protected by the lessor using appropriate state-of-the-art security measures (SSL/https). If the customer's work data is lost internally at the Lessor or in the computer center, the Lessor shall carry out a backup of the last secured status free of charge. Any claims for damages against the lessor are excluded in such a case, unless there is a case of intent or gross negligence.

11. Term and termination

This contract shall come into force upon signature by the contracting parties. The contract is concluded for a fixed period of 24 months from the date of signature (the "minimum term") and may only be terminated after expiry of the minimum term. After expiry of the minimum term, the contract shall be renewed for one year at a time and may be terminated with six months' notice in writing at the end of the respective year. The right to extraordinary termination for good cause remains unaffected. If the customer violates the obligations incumbent upon him or if he violates other essential obligations arising from this contract, the lessor may terminate the contractual relationship with immediate effect without notice and demand compensation from the customer for the damages incurred as a result. This shall apply in particular if the services of the lessor available or the third-party services obtained by means of this service are obtained, used, not paid for, made accessible to unauthorised third parties or passed on in contravention of the law, the contract or the purpose, and if the terms of use of the lessor or third parties are disregarded (see also Clause 3 ff.). The lessor reserves the right to block or suspend the SaaS service and its services in whole or in part in the following cases: a) if the customer does not meet his payment obligations; b) if the customer goes bankrupt or announces bankruptcy; c) if the customer does not meet his payment obligations; d) if the customer does not meet his payment obligations; e) if the customer does not pay for the SaaS service. c) if the customer has given cause for termination without notice; d) if the customer commits breaches of the law or breaches of other regulations in the context of the use of the SaaS services; 1st Log AG - In der Euelwies 22 - 8408 Winterthur (Switzerland) Page 20 of 42 e) if a suspension of the SaaS services is due to technical changes or force majeure. In these cases the customer has no claim for damages.

12. Referenz

Vermieterin und Kundin geben sich gegenseitig das Recht und die Pflicht, Dritte über die Zusammenarbeit zu informieren. Dazu gehört insbesondere: a) Die Pflicht: Die Kundin als Kundin bzw. die Vermieterin als Vermieterin/Herstellerin zu erwähnen. b) Die Pflicht: In sämtlichen Werbe- und Presseunterlagen (inkl. Webauftritt) bei denen das Projekt Gegenstand ist, die Rollen entsprechend a) zu erwähnen. c) Das Recht: Von der Kundin bzw. der Vermieterin für den Webauftritt eine autorisierte Kundenaussage in Form eines Zitates zu erhalten, welches u.a. die Zusammenarbeit und die Kundenzufriedenheit beschreiben kann.

13. Prices, remuneration, terms of payment

All agreed prices for services provided by the lessor are denominated in Swiss francs or euros (depending on location) and are exclusive of value added tax and other public charges and fees. Prices may be adjusted at any time to the harmonised consumer price index (HICP) Euro-Stat. Modules, functions, benefits and services used in the SaaS solution that are subject to a charge, including those from third-party providers, are in principle and unless otherwise agreed in writing payable in advance for the contractual period. The agreed rental prices according to the official tariff list shall apply, unless otherwise mutually confirmed in writing (pricing), a commercial offer or special agreements have been agreed. For individually requested offers for e.g. project and consultancy work, the flat-rate prices submitted to the client by means of a written offer shall apply in the first instance. Where no all-inclusive offer has been made, but a written order has been received from the client, individual costs shall be charged exclusively in the form of full daily rates. The daily rate per employee is currently from CHF 1,500.00 or from € 1,500.00 excluding VAT, depending on the location. This rate also applies to technical work and programming, which must always be agreed in a separate IT service contract. If, in exceptional cases, e.g. due to a high degree of urgency, it is not possible to conclude an IT service contract, the client may exceptionally request the order in writing for immediate resolution. This request must be accepted and confirmed in writing by the lessor. If no flat-rate prices have been agreed in the process, the aforementioned daily rates for the programmer(s) shall also apply. Rates and prices of third-party service providers whose products are integrated in the rental software offered by 1st and booked by the customer/user with the corresponding module, such as notification services (SMS etc.), navigation/route optimisation and map tools (mapbox, Google, here etc.), information providers (traffic, transport etc.) etc., shall not apply. ), information providers (traffic, congestion etc.), bot system providers (e.g. translation services such as deepl, etc.), mobile device management (Soti, Soti Cloud, miradore etc.) and cloud service providers (server hardware and services), are directly linked to the manufacturer's pricing. If these manufacturers and service providers of such services increase or adjust their costs to existing or new models, these price shifts will be charged directly to the customer/user at module level. 1st Log will inform the customer of such price shifts and adjustments when it becomes aware of them and debit the increases directly on the monthly invoice. The respective invoice amount shall be paid in full to the lessor within 30 days of receipt of the invoice, unless otherwise agreed. The timeliness of payments depends on the receipt of the amount at our unconditional disposal. Late payment will automatically incur interest on arrears of 5% from the due date (invoice date plus 30 days). No further reminder or request for payment is necessary on the part of the Lessor. In addition, the Lessor is entitled to charge the customer compensation amounting to 10% of the invoice amount in question, but at least CHF 100 (Switzerland) or EUR 100 (all other countries), as well as all further costs which become necessary for the collection of the debt, such as lawyers' fees, legal collection and/or judicial collection. If payment is not made by the specified due date, the Lessor reserves the right, in addition to claiming the above-mentioned interest on arrears and costs of collection, to suspend and/or block access to the SaaS solution or to terminate the contract in the event of repeated failure to pay. The Lessor accepts no liability for failures, damage or loss of revenue, etc. (see Art. 7 Liability) which are caused by a blocking of the services, functions, modules, pages and applications due to incorrect or late payment. 1st Log AG - In der Euelwies 22 - CH-8408 Winterthur (Switzerland) Page 21 of 42 discounts or promotions are specifically and expressly marked and named on offers and, unless otherwise stated, relate to the first contract period of a contract term. The extension of the contract shall subsequently be at the current, valid full price. The lessor may change the offer and the prices from time to time. All prices are exclusive of value added tax. The applicable VAT rate is shown on the invoice at the latest. If the user or the associated company is not domiciled in Switzerland but in the EU, the user may receive an invoice in which the VAT is not indicated. In this case, the user must provide a VAT identification number when ordering a service package for which a charge is made. The user is then responsible for taxation.

14. Final provisions

The customer or their user is responsible for all content. The lessor is not obliged to check the data of the customer and their users for possible legal violations. It is expressly forbidden to save the lessor's SaaS service or parts thereof, products, modules, functions and services on third-party IT systems and to use them on third-party servers. The exercise of a right of retention or offsetting by the customer is only permitted with the written consent of the lessor. The lessor can transfer the rights and obligations incumbent on it from this contract to another company. An assignment of claims by the customer requires the prior written consent of the lessor. Should any provision of these terms be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a replacement provision that comes as close as possible to the intended purpose of the invalid provision shall apply. If provisions of these General Terms and Conditions conflict with provisions in individual agreements between parties, the following descending order of precedence results: The provisions of the SaaS rental agreement, followed by these General Terms and Conditions, followed by any IT service contract and followed by any maintenance contract. All appendices and any later amendment agreements must be made in writing and with a reference to the relevant contract and are an integral part of this contract.

15. Governing law

This contract is subject to Swiss law to the exclusion of the UN Convention on the International Sale of Goods (CISG). In the event of questions of interpretation between the different language versions of these General Terms and Conditions, the German version is exclusively authoritative. Place of jurisdiction is CH-8408 Winterthur (ZH).