General Terms and Conditions of BeSync AG

Status: September 2026

1. Scope / Binding Period

1.1 These General Terms and Conditions (hereinafter "GTC") apply to business relationships of BeSync AG, Schaffhauserstrasse 11, 8006 Zurich (hereinafter "BeSync") with its customers.

1.2 BeSync offers customers various IT services as an IT service provider. Depending on the specifically agreed services, Special Contractual Conditions (hereinafter "SCC") apply in addition to these GTC. These GTC and the SCC are each available online at https://www.besync.ch/agb. In case of contradictions, the SCC take precedence over these GTC.

1.3 The contractual content is always based on the offer/order/contract documents agreed between BeSync and the customer (jointly hereinafter "offer"). In case of contradictions between the offer (including any attachments) and the GTC / SCC, the offer takes precedence. Further documents referenced in the GTC / SCC apply subordinately.

1.4 General Terms and Conditions / Purchasing Conditions of the customer do not become contract part instead of or supplementary to these GTC, unless BeSync expressly confirms this to the customer in writing upon contract conclusion; text form is excluded. The customer is aware that the start of service provision by BeSync is under no circumstances to be understood as acceptance of the customer's General Terms and Conditions / Purchasing Conditions.

1.5 BeSync reserves the right to change these GTC at any time. The customer will be informed in writing about the changes six weeks before they come into effect. As part of this information, the customer will be provided with the new GTC. The customer is entitled to object to the validity of the new GTC within four weeks after receipt of this notification. If the customer does not object, the amended GTC will become part of the contract after the six-week period has expired.

1.6 If the adjustment by BeSync leads to a substantial change in services for the customer, the customer may terminate with one month's notice within 30 days and will receive a pro rata refund for ongoing obligations (continuous services). Price changes will only take effect for existing customers at the time of the next automatic contract renewal.

1.7 Offers from BeSync are always non-binding towards customers; only the order / commissioning by the customer constitutes a binding offer.

1.8 BeSync deploys carefully selected own employees or third parties as subcontractors with the respective required qualifications to provide the services. BeSync is entitled at any time to replace own employees or third parties assigned to the service provision with those of comparable qualification and experience. If these employees have been communicated to the customer by name, BeSync will inform the customer about the replacement.

1.9 The agreed remuneration only covers the scope of services documented in the offer. Agreed additional services will be charged separately based on the agreed prices. If the service description in the offer contains unintended gaps or ambiguities, BeSync is entitled to adjust the service description accordingly at its reasonable discretion.

1.10 Unless expressly agreed in writing, BeSync owes no legal, regulatory, tax, insurance law or certification-related advice.

Recommendations, assessments or notes made by BeSync represent exclusively technical or organisational recommendations and do not replace a legal or regulatory review by appropriately qualified specialists.

The customer remains solely responsible for ensuring that the systems, processes and services they use comply with the applicable legal, regulatory and industry-specific requirements for their situation.

2. General obligations of the customer

2.1 The customer acknowledges their cooperation obligations (in these GTC / the respective applicable BVB) and possibly additionally named in the offer) as a prerequisite for the provision of services by BeSync and thus as their contractual obligations.

2.2 The customer shall appoint at least one contact person for BeSync in writing and provide an address and email address where the availability of the contact person is ensured. The contact person must be capable of making the necessary decisions on behalf of the customer or instigating them immediately. The contact person ensures good cooperation with the contact person at BeSync.

2.3 The customer will inform BeSync immediately about any changes to their communication data and, upon BeSync's corresponding request, confirm the current correctness again within 14 days of receipt. This includes in particular name / company; managing director or board, insofar as the customer is a legal entity; address / business location; telephone and email.

2.4 If the customer does not fulfil a cooperation obligation, does so improperly or late, and BeSync therefore cannot provide its services contractually, BeSync is not responsible for disadvantages arising for the customer from this. The additional effort caused thereby, especially for the extended provision of deployed personnel or resources, will be invoiced to the customer at the agreed prices. Other rights of BeSync due to missing or insufficient cooperation by the customer remain unaffected.

2.5 The customer is solely responsible for assessing their operational, technical and financial risks as well as for concluding and maintaining adequate insurance coverage. BeSync recommends that the customer regularly reviews and adapts their insurance coverage to changed risks. BeSync does not provide insurance, legal or financial advice.

3. Prices and payment terms

3.1 All prices agreed in these GTC, the BVB and in our offers are net prices, to which the legally applicable value-added tax will be added. Prices, payment methods and types, as well as invoicing times, are specified in the offer.

3.2 If the remuneration is measured according to performed "person-days" or similar, such a "day" corresponds to up to eight hours per person between 08:00 and 17:30 on working days at BeSync's location (Monday to Friday). BeSync charges efforts per started quarter hour. Additional costs will be incurred for efforts outside the above-mentioned times.

3.3 Invoices are payable within 14 days after receipt. In case of doubt, invoices are deemed received three working days after the invoice date. The granting of discounts is excluded. The customer is in default after the payment period expires. Any bank fees incurred (especially for international payments) shall be borne by the customer. Invoices are deemed approved by the customer if they have not been objected to in writing and with objective reasons within 30 days of the invoice date.

3.4 BeSync sends invoices by email to the customer. Upon customer request, postal delivery of invoices is available for an additional charge of CHF 2.00 per invoice.

3.5 BeSync may increase the monthly prices for recurring services in ongoing obligations without the customer's consent at most once per year by up to 25% at reasonable discretion with future effect, but for the first time no earlier than four (4) months after the start of the contract term. Price increases for partial services are only possible if these have already been agreed upon for at least four (4) months. The price increase should only serve to cover increased costs. The customer bears the burden of proof that the price increase by BeSync was not made for this purpose.

3.6 In the event of a price increase according to clause 3.5, the customer may terminate the current contract with three months' notice to the end of the month within four (4) weeks after receipt of the written price increase notification. In this case, the previous fee will be charged until the end of the contract, so the increase is not effective. However, the customer's consent is deemed granted if no termination is made within this period. This presumes that we have informed the customer of the consequences in the change notification.

3.7 BeSync reserves the right to request an advance payment. This applies in particular for an order value of over CHF 500.00 net. BeSync also reserves the right to request advance payments or security deposits if circumstances arise or become known under which claims appear at risk. If the customer does not comply with such a request within 14 days, BeSync may withdraw from the contract or

3.8 BeSync can charge interest of six (6) percentage points upon default.

3.9 The provision of services by BeSync under ongoing obligations is contingent on the customer meeting their payment obligations on time. If the customer

3.9.1 is in arrears for two consecutive months with payment of the agreed prices or the customer makes only a partial payment or

3.9.2 within a period extending over more than two (2) months, is in arrears with payment of agreed prices in an amount reaching the prices for two (2) months,

3.9.3 BeSync is entitled to

3.9.4 suspend its services until payment of the prices or

3.9.5 terminate the affected services or the entire contract without notice. In addition to the prices for services rendered until the termination becomes effective, BeSync is entitled to a compensation fee equal to the agreed prices for the period from termination until the end of the regular contract term. The customer is entitled to prove that BeSync has suffered no damage or a lesser damage than the compensation fee. If this proof is provided, only the proven damage is to be reimbursed. Other further rights of BeSync due to default remain unaffected. Termination of the contract does not release the customer from the obligation to pay for services used until the time of cessation.

3.10 To secure our claims, we reserve the right to forward the data required for debt collection to Creditreform Egli Zürich AG in case of payment default. We cooperate with Creditreform for this purpose, which may be commissioned for credit checks and claim processing.

3.11 Travel costs, expenses and other incidental expenses as well as outlays incurred by BeSync for the provision of contractually owed services will be charged to the customer additionally and based on actual expenditure, unless otherwise specified in the offer. Unless otherwise agreed in individual cases, BeSync charges a flat rate for travel to customer locations as agreed in the offer.

4. Information security and security incidents

4.1 BeSync takes appropriate technical and organizational measures to protect the data, systems and information entrusted to it.

Despite the use of recognised security standards, complete protection against cyberattacks, security incidents, malware, ransomware, social engineering, system failures or unauthorised access cannot be guaranteed.

4.2 The customer undertakes to implement appropriate protective measures within their own infrastructure and to follow the security precautions recommended by BeSync.

4.3 Both parties inform each other immediately about security incidents that may significantly affect the provision of services or the availability of data and systems.

5. Artificial Intelligence

5.1 BeSync may use AI-based systems to provide its services.

5.2 AI-generated content, analyses, recommendations, configurations, or documentation are created to the best of knowledge but may contain factual errors, incompleteness, or misinterpretations.

5.3 The customer remains responsible for the professional review, approval, and use of the results.

5.4 The use of customer data to train general AI models only takes place based on an explicit agreement or if legally permitted.

5.5 BeSync does not guarantee the suitability of AI-generated content for a specific purpose.

6. Liability

6.1 BeSync provides its services according to recognized professional standards and with the contractual due diligence. However, BeSync does not guarantee any specific economic success, full availability of systems, or the absence of security incidents, cyberattacks, malware, social engineering attacks, or other actions by third parties.

In particular, absolute information security cannot be guaranteed despite the implementation of appropriate technical and organizational measures.

6.2 BeSync is fully liable for damages caused by gross negligence or intentional misconduct by BeSync, its legal representatives, or vicarious agents. Furthermore, BeSync is fully liable for damages resulting from culpable injury to life, body, or health.

6.3 Liability for all cases of slight negligence is otherwise excluded.

6.4 In any case, BeSync's liability for indirect damages (in particular damages caused by operational interruption and restrictions), lost profit, missed savings, and damage to reputation is excluded.

6.5 The above liability limitations also apply in favour of BeSync’s legal representatives and employees and also apply in cases of pre-contractual or tortious liability.

6.6 BeSync's liability for damages under the product liability law remains unaffected.

6.7 If BeSync is not responsible for securing the customer's data according to the offer, in case of data losses, BeSync's liability is limited to the restoration effort that would have been incurred with proper data backup by the customer.

6.8 BeSync is not liable if service provision is temporarily interrupted, wholly or partly restricted, or impossible due to force majeure. Force majeure includes in particular natural events of exceptional intensity (avalanches, floods, landslides, etc.), warlike events, riots, epidemics, pandemics, unforeseeable governmental restrictions, etc. If BeSync cannot fulfil its contractual obligations, service provision will be postponed according to the event that occurred. BeSync is not liable for any damages the customer incurs due to such postponement.

6.9 BeSync may provide the customer with recommendations for improving information security, availability, data backup, or protection of its systems and data.

If the customer wholly or partially rejects such recommendations, or does not implement them within a reasonable period, BeSync is not liable for damages, outages, security incidents, data losses, or other impairments, insofar as these are due to the failure to implement the recommended measures.

7. Official Orders

7.1 BeSync is entitled to disclose data or information if there is a legal obligation or an official or judicial order to do so.

7.2 As far as legally permissible, the customer will be informed in advance or immediately afterwards.

7.3 The effort for handling extraordinary requests for disclosure, cooperation, or information may be charged to the customer based on effort.

8. Confidentiality and Data Protection

8.1 The parties will keep all confidential information of the other party that they become aware of during the collaboration confidential, i.e. protect it with due care from being accessed by unauthorized persons. Authorized within the meaning of this regulation are subcontractors employed according to the contract as well as BeSync employees. The parties undertake to involve only such employees or third parties in the collaboration who they have previously bound to confidentiality in a comparable manner.

8.2 Confidential are all information of a party – regardless of its form – that is marked in writing as confidential or whose confidentiality clearly results from its nature, in particular operational and trade secrets. The conditions of the offer are also subject to confidentiality.

8.3 Information is not confidential if the receiving party can prove that it was either (a) publicly accessible or was, (b) already in the party’s possession without an obligation of confidentiality, (c) developed independently and without use of confidential information by another party, or (d) lawfully acquired from a third party not bound to confidentiality.

8.4 BeSync will meet the agreed requirements of the customer regarding data protection and data security. Both parties will comply with the applicable data protection regulations, particularly those valid in Switzerland, and will oblige their employees involved in connection with the contract to maintain data secrecy, as far as they are not already generally bound accordingly. To the extent that BeSync processes personal data within the scope of providing its services under this agreement, BeSync will act exclusively on behalf of and under the instructions of the customer. The parties will conclude a separate written agreement on order processing for this purpose.

8.5 The confidentiality obligations will continue for three years after the end of the respective contract.

9. Term and Termination

9.1 Unless otherwise regulated in the offer, BeSync will provide the agreed services within ongoing obligations indefinitely from provisioning, initially for the minimum contract period specified in the offer.

9.2 Beyond the notice periods agreed in the offer, the customer has no right to revoke or to ordinary termination, especially not during the minimum contract period.

9.3 Without prejudice to any rights of ordinary termination of services, the right of both parties to terminate for good cause remains unaffected. If the reason for termination is a breach of a contractual obligation, the terminating party must set the other party a reasonable period to remedy the cause for termination before terminating.

9.4 Terminations must be made in writing.

10. General Provisions

10.1 The parties may publicly use each other's companies and brands as references (especially on the company website or in brochures). Furthermore, the customer has the option, based on a separate agreement, to act as a reference customer for BeSync.

10.2 The transfer of rights or obligations of the customer from the contract to third parties is excluded without prior written consent from BeSync.

10.3 Offsetting by the customer is only possible with BeSync's consent.

10.4 Changes and additions to the offer or the GTC / GWP require written form. This also applies to a waiver or cancellation of the written form requirement.

10.5 If written form is required under the GTC / GWP, compliance can be fulfilled by text form (e.g., communications by email), unless otherwise agreed in individual cases.

10.6 The legal relationship between the parties is exclusively subject to Swiss law with the broadest possible exclusion of international conventions (for example, UN sales law), insofar as exclusion is permissible and possible.

10.7 The exclusive place of jurisdiction is the registered office of BeSync.