General Terms and Conditions

arcade solutions ag · Winkelriedstrasse 37 · 6003 Lucerne · Version 06.03.2026

1 Purpose and Scope

1. These General Terms and Conditions (hereinafter referred to as the “GTC”) govern the mutual rights and obligations of arcade solutions ag (hereinafter referred to as “arcade”) and the Customer.

2. If the Customer has its own general terms and conditions of business or contract, these shall not apply to the legal relationship with arcade unless expressly agreed otherwise in the Product Agreement.

3. In the event of any discrepancies between the contractual documents, the following order of precedence shall apply:

   1. Order Confirmation;

   2. Any Product Agreement or other individual agreement between arcade solutions ag and the Customer;

   3. Any annexes to the Product Agreement or individual agreement;

   4. Any Framework Agreement;

   5. These GTC.

2 Definitions

1. Customer: A Customer is any person or entity that enters into an agreement with arcade for an arcade product.

2. Product Agreement: The Product Agreement describes an individual arcade product and governs the associated rights and obligations of the contracting parties. A product factsheet published by arcade on the internet or any other written product description shall also constitute a Product Agreement.

3. Order Confirmation: The Order Confirmation defines the exact scope of services or specifies the relevant product for the Customer. In the case of an online contract, the confirmation email from arcade shall constitute the Order Confirmation.

4. Framework Agreement: A Framework Agreement may govern the relationship between the Customer and arcade across multiple products.

3 Formation of Contracts

1. The provision of product information by arcade, whether in writing or electronically, does not constitute an offer but merely an invitation to submit an offer. This also applies where arcade provides specific information regarding the scope of services and prices.

2. Agreements between the Customer and arcade shall only become legally effective once both parties have signed the corresponding Order Confirmation in writing or the Customer is able to use the arcade product. In the case of online orders, agreements shall only become legally effective once arcade has expressly confirmed the Customer's order by email.

3. If the date of conclusion of the agreement and the commencement of its contractual effects (e.g. the start of service usage and the obligation to pay fees) do not coincide, the latter shall be specified in the Order Confirmation.

4 Services Provided by arcade in General

1. The services to be provided by arcade are defined in the Product Agreement. The specific scope of services is set out in the Order Confirmation.

2. Where specified in the Order Confirmation, further details regarding arcade's services may be governed by a Service Level Agreement (SLA) or annexes to the Order Confirmation. The Customer and arcade may also enter into a Framework Agreement covering multiple products.

3. The scope of services to be provided by arcade is exhaustively defined in the contractual documents referred to in paragraphs 1 and 2 above. arcade shall not be obliged to provide services that are not expressly listed in these documents, even if such services would be beneficial for achieving the purpose of the agreement.

4. If arcade exceptionally provides services that are not expressly included in the agreed scope of services, this shall not constitute an acknowledgement of any corresponding obligation to provide such services.

5. arcade endeavours to provide its services in accordance with the latest technological standards and at the highest possible quality. Warranty and liability are governed by Sections 13 et seq. of these GTC.

6. Unless expressly agreed otherwise between the parties by designating a date or deadline as “binding”, dates and deadlines shall neither be binding on arcade nor give rise to default.

5 Data Protection, Security and Enquiries Regarding Data Protection Incidents

1. arcade complies with applicable legislation when handling data. In particular:

   • arcade processes Customer data only to the extent required by the agreement with the Customer;

   • Customer data is treated confidentially unless the purpose of the agreement requires otherwise.

2. arcade ensures the highest possible level of data security within the limits of technical feasibility and reasonableness.

3. The Customer consents to arcade disclosing data to third parties insofar as this is useful or necessary for fulfilling the agreement. In particular, arcade is entitled to disclose data where a service is provided to the Customer jointly with a third party and the involvement of that third party was apparent to the Customer when the agreement was concluded. Data processing shall only be entrusted to third parties (subcontractors) with the prior approval of the controller.

4. By concluding an agreement for a product, the Customer confirms that the transfer and processing of personal data on arcade's infrastructure complies with Article 9 of the Swiss Federal Act on Data Protection (FADP). If the Customer is subject to special obligations regarding the processing of personal data, the Customer must inform arcade before concluding the agreement so that any necessary measures can be taken to comply with these obligations.

5. Enquiries regarding the processing of personal data or data protection matters in general must be sent by email to 'datenschutz at arcade.ch'.

6 Enquiries and Incident Reports

1. arcade accepts enquiries and incident reports during its standard service hours. The standard service hours for enquiries are 08:00 to 12:00 and 13:00 to 17:00, and for incident reports 07:00 to 18:00, Monday to Friday, excluding legally recognised public holidays at arcade's registered office in Lucerne. Unless otherwise agreed in the Product Agreement or a Service Level Agreement, arcade expressly does not guarantee any response or incident resolution times.

2. Enquiries and incident reports must be submitted to arcade by telephone (enquiries: 041 417 31 73; incident reports: 041 417 31 70) or electronically (enquiries: 'info at arcade.ch'; incident reports: 'support at arcade.ch'). They shall only be deemed received once their receipt has been acknowledged by an arcade employee. An automatically generated response to an enquiry or report shall not constitute an acknowledgement of receipt.

3. arcade may contact and communicate with the Customer in a legally valid manner using the Customer's address specified in the Order Confirmation, unless otherwise agreed or actual receipt by the Customer through another channel can be demonstrated.

4. If no maintenance or support agreement exists between the Customer and arcade, enquiries and incident reports shall be charged to the Customer based on the time and effort incurred. The hourly rates specified in the separate Order Confirmation, price list or Product Agreement shall apply.

7 General Obligations of the Customer

1. The Customer is obliged to pay the contractually agreed fees to arcade on time. Sections 8 et seq. govern the types of remuneration and payment terms.

2. The Customer is obliged to cooperate insofar as this is necessary or useful for arcade to fulfil the agreement. In particular, the Customer must:

   • Establish the organisational, personnel and technical requirements necessary to use the services provided by arcade and to enable arcade to provide the agreed services. Unless otherwise specified in the scope of services, the Customer must provide and maintain the equipment and systems required for their use;

   • Use equipment and systems owned by arcade and provided to the Customer for use (such as a router) appropriately and carefully, and return them to arcade at the Customer's own expense within 10 days of termination of the agreement, in the condition required by the agreement;

   • Grant arcade access to the Customer's IT systems insofar as necessary for the provision of arcade's services;

   • Assist arcade in analysing and resolving errors;

   • Inform arcade immediately of any disruptions, defects or unavailability of arcade's services.

3. The Customer must use arcade's services in accordance with applicable laws and the agreement. In particular, the Customer must:

   • Protect data and infrastructure against unauthorised access;

   • Immediately report any actual or attempted unlawful use or use in breach of the agreement;

   • Keep all passwords and access credentials confidential;

   • Ensure that arcade's services are not used in connection with racist, pornographic, personality-rights-infringing, copyright-infringing or other unlawful content.

4. Actions by the Customer's governing bodies or auxiliary persons shall be attributable to the Customer even if performed merely in connection with business activities.

5. In the event of a serious or repeated breach of contractual obligations by the Customer, arcade is entitled to terminate the agreement with immediate effect.

8 Types of Remuneration and Prohibition of Set-Off

1. Remuneration may be payable as a fixed fee or based on time and effort. The applicable remuneration model and specific fees shall be agreed in the Product Agreement or Order Confirmation and, where applicable, in a separate price list. Remuneration must be paid in Swiss francs (CHF).

2. In addition to fixed fees or remuneration based on time and effort, the Customer must reimburse arcade for expenses and disbursements unless otherwise agreed contractually.

3. Taxes and charges (in particular statutory VAT, etc.) shall be payable in addition unless otherwise specified in the agreement.

4. Payments must be transferred to the specified account using the payment details stated on the invoice, without any charges being incurred by arcade.

5. The Customer may only set off arcade's remuneration claims against counterclaims if arcade has acknowledged the Customer's counterclaim in writing and agreed to the set-off.

9 Procedure for Increasing Remuneration

1. arcade is entitled to increase the contractually agreed remuneration by a reasonable amount. This applies in particular in the event of increased procurement costs or general inflation.

2. If arcade intends to increase remuneration, it shall notify the Customer in advance by appropriate means. At the same time, arcade shall inform the Customer of the date on which the increase will take effect (Effective Date of the Increase).

3. If the Customer does not agree, the Customer may object in writing within 30 days of arcade sending the notification. Otherwise, the increase shall be deemed accepted.

4. If the Customer objects to the increase within the prescribed period, the parties shall attempt to reach a mutually acceptable solution within 30 days of the objection. If no agreement is reached, the Customer may terminate the agreement in writing with effect from the Effective Date of the Increase. Otherwise, the increase shall be deemed accepted.

10 Due Dates for Fixed Fees

1. Fixed fees are generally payable proportionately on a monthly basis.

2. Invoices for fixed fees must be paid no later than 30 days after the invoice date (Due Date). Unless otherwise agreed, the billing address shall be the Customer's address specified in the Order Confirmation.

11 Due Dates for Time-Based Remuneration

1. Where remuneration is based on time and effort, invoicing shall generally take place monthly in arrears based on arcade's records. Invoices for time-based remuneration must be paid no later than 30 days after the invoice date (Due Date). Unless otherwise agreed, the billing address shall be the Customer's address specified in the Order Confirmation.

2. Where remuneration is based on time and effort, the Customer may request the calculation details from arcade in writing within 20 days of the invoice date, provided these are not already evident from the invoice and providing them would not involve disproportionate effort for arcade.

3. If the Customer does not request the calculation details within 20 days of the invoice date, or does not submit a written, substantiated objection to an invoice for time-based remuneration within 20 days of the requested calculation details being sent, arcade's claim shall be deemed acknowledged.

4. If the Customer submits an objection within the prescribed period and in the required form, the parties shall attempt to reach an agreement within 20 days of receipt of the objection (Negotiation Period). Upon expiry of the Negotiation Period, the invoice amount agreed between the parties or, failing agreement, the original invoice amount shall become immediately due for payment (Due Date).

12 Default and Consequences of Default

1. If a payment deadline under Section 10 or 11 passes without payment, the Customer shall automatically be in default. In addition to the statutory default interest of 5%, the Customer shall owe a reminder fee of CHF 50.00 for each reminder.

2. For the duration of the default, arcade is entitled to suspend its services without compensation, and the Customer shall not be entitled to any reduction in fees for the suspended services.

3. If payment is not received within 15 days of the reminder being sent, arcade shall be entitled to exercise its statutory rights under Articles 107–109 of the Swiss Code of Obligations (CO) without granting any further grace period.

13 Services

1. arcade provides services such as maintenance, support, cloud services, hosting and other services with due care and at the agreed quality level. However, the Customer acknowledges that malfunctions, performance limitations and interruptions, particularly in cloud services, web services and hosting, cannot be entirely ruled out even with the greatest care, and that uninterrupted, error-free and fault-free service cannot be guaranteed.

2. If the Customer discovers that a service is being provided defectively, the Customer must inform arcade immediately, in detail and in an appropriate form (First Notice of Defect). Upon receipt of the First Notice of Defect, arcade shall have the right to remedy the defect within a reasonable period (First Rectification Period).

3. If the defect persists after the First Rectification Period, the Customer must submit another notice of defect (Second Notice of Defect). arcade shall have the right to remedy the defect within a further reasonable period (Second Rectification Period).

4. If the defect persists after expiry of the Second Rectification Period, the Customer may request a proportionate reduction in future remuneration.

5. If the reported defects are attributable to errors in third-party products used by the Customer, arcade is entitled to charge the Customer for the rectification costs based on time and effort.

6. Liability for defective services is governed by Section 15.

14 Services Governed by Contract for Work and Services

1. arcade provides services of a work-contract nature, such as programming or installations, in accordance with the specifications and quality requirements agreed in the Order Confirmation, Product Agreement and other contractual documents.

2. Upon delivery of a completed work, the Customer must inspect it immediately and thoroughly. Any defects, including those discovered later that could not have been identified during a thorough inspection, must be reported to arcade immediately, in detail and in an appropriate form (First Notice of Defect).

3. If no notice of defect is submitted within 20 working days of delivery, the work shall be deemed unconditionally accepted with regard to defects that could have been identified during a thorough inspection.

4. Upon receipt of the First Notice of Defect, arcade shall have the right to remedy the defect within a reasonable period (First Rectification Period).

5. If the defect persists after the First Rectification Period, the Customer must submit another notice of defect (Second Notice of Defect). arcade shall have the right to remedy the defect within a further reasonable period (Second Rectification Period).

6. If the defect persists after expiry of the Second Rectification Period, the Customer may request a proportionate reduction in remuneration.

7. If the reported defects are attributable to errors in third-party products used by the Customer, arcade is entitled to charge the Customer for the rectification costs based on time and effort.

8. All other statutory warranty rights (such as rescission, early withdrawal from the agreement [Article 366 paragraph 1 CO], or transfer of the execution of the work to third parties [Article 366 paragraph 2 CO]) are excluded to the extent permitted by law.

9. Liability for defects is governed by Section 15.

15 Liability

1. arcade shall only be liable for damages if:

   • The Customer has submitted a notice of defect in accordance with Sections 13 or 14;

   • The defect has not been remedied after expiry of the Second Rectification Period;

   • The defect is not attributable to an error in third-party products used by the Customer; and

   • All other statutory requirements for liability (damage, breach of contract, causation and fault) are met.

2. arcade excludes all liability for the following damages:

   • Damages arising in connection with operational interruptions or outages;

   • Damages arising in connection with data loss;

   • Damages attributable to slight or moderate negligence by arcade or its auxiliary persons.

3. In all cases, liability shall be limited to twice the amount of remuneration payable for the relevant Product Agreement during the calendar month in which the contractual breach occurred.

16 Intellectual Property

1. All rights to intellectual property existing before or arising during the performance of the agreement shall remain with arcade or the entitled third parties. In particular, copyrights in works (e.g. software or parts thereof) created during the performance of the agreement shall remain with arcade. Unless otherwise agreed, arcade shall in particular retain the exclusive right to reuse the created work.

2. For the duration of the agreement, the Customer shall receive a non-transferable, non-exclusive right to use the products specified in the Order Confirmation, Product Agreement and other contractual documents. The Customer must comply with all licensing and usage terms, including those of any third-party providers.

3. If third parties assert claims against arcade due to the Customer's infringement of intellectual property rights, the Customer must fully indemnify and hold arcade harmless.

17 Duration and Termination of a Product Agreement

1. Unless otherwise agreed or unless the purpose of the agreement indicates otherwise, a Product Agreement between arcade and the Customer shall be deemed concluded for an indefinite period.

2. Agreements concluded for an indefinite period may be terminated in writing at the end of any calendar month by giving one month's notice.

3. Fixed-term agreements shall automatically renew for successive one-year periods upon expiry of the initial term unless either party terminates the agreement in writing by giving two months' notice before the end of the initial term or any renewal year.

4. If continuing the contractual relationship with the Customer becomes unreasonable for arcade due to good cause, arcade may terminate the agreement extraordinarily with immediate effect. Good cause includes, in particular, a breach by the Customer of its obligations under Section 7 paragraph 3. arcade also has the right to terminate the agreement with immediate effect pursuant to Section 12 paragraph 3.

5. Upon termination of a Product Agreement, all its constituent parts shall also terminate, in particular the contractual documents referred to in Section 4 paragraphs 1 and 2. Other Product Agreements, individual agreements or any Framework Agreement between arcade and the Customer, including their constituent parts, shall remain unaffected by the termination of an individual Product Agreement.

18 Amendments

1. Amendments or additions to the contractual relationship (GTC and contractual documents pursuant to Section 4 paragraphs 1 and 2) between the Customer and arcade must be made in writing. This requirement also applies to amendments to this written-form clause.

2. arcade may amend these GTC at any time. arcade shall inform the Customer in advance by appropriate means of any amendments to the GTC and the date on which the amended GTC will take effect (Effective Date of the Amendment).

3. If amendments to the GTC are disadvantageous to the Customer, the Customer may object in writing within 30 days of the notification being sent. Otherwise, the amendments shall be deemed accepted.

4. If the Customer objects to the amendments within the prescribed period, the parties shall attempt to reach a mutually acceptable solution within 30 days of the objection. If no agreement is reached, the Customer may terminate the agreement in writing with effect from the Effective Date of the Amendment. Otherwise, the amendments shall be deemed accepted and shall enter into force in accordance with paragraph 2.

19 Final Provisions

1. If any provisions of these GTC or the other contractual documents (Section 4 paragraphs 1 and 2) are found to be invalid, ineffective or impossible to fulfil, the validity of the remaining provisions of the GTC, Product Agreements referring to them or other agreements shall remain unaffected (Severability Clause). In such cases, arcade and the Customer undertake to replace the invalid provision with a legally permissible and effective provision that comes as close as possible to the original contractual purpose.

2. The agreement between arcade and the Customer, together with all rights and obligations arising from it, shall be governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (SR 0.221.211.1).

3. Except where mandatory jurisdictions apply, the ordinary courts of Lucerne shall have exclusive jurisdiction.