Changes to Services

– WND AG informs the customer about improvements and developments that make changes to services necessary due to technical or economic reasons. Additionally, WND AG informs the customer about the consequences of these changes on the existing infrastructure and data readability.

– Both contractual parties can request changes to the agreed services in writing through the responsible parties. If the changes are expected to affect costs or deadlines, the service modifications must be offered within a mutually agreed time frame. This offer includes an assessment of feasibility, a description of additional required services, and the impact on services, particularly regarding costs and deadlines. It also indicates whether the service provision should be partially or fully interrupted until a decision is made and how such an interruption would affect compensation and deadlines.

– Unless agreed otherwise, WND AG will continue to perform its work according to the contract while reviewing the proposed changes.

– The service change and any adjustments to compensation, deadlines, or other contract points will be documented in an addendum to the contract before execution. The adjustment of compensation will be calculated based on the rates at the time of the agreement. For changes that do not affect costs, deadlines, or quality, signing a change protocol by the responsible parties from the customer and WND AG is sufficient.

Information Security, Confidentiality, and Data Protection

– Both parties agree to maintain confidentiality regarding facts and data that are not public or widely accessible. This duty also applies to third parties involved. In case of doubt, facts and data should be treated as confidential. Confidentiality obligations apply before the contract is signed and continue after the contractual relationship ends or the agreed services are completed, subject to legal disclosure and information obligations.

– WND AG may disclose the fact and essential content of a request for a quotation to potential subcontractors but will otherwise treat the request as confidential.

– Any advertising or publications regarding project-specific services require prior written consent from the other party, including naming the other party as a reference.

– If a party or an involved third party breaches these confidentiality obligations, the offending party must pay a contractual penalty unless they prove neither they nor the third party are at fault. The contractual penalty is 10% of the total compensation, up to a maximum of CHF 50,000 per incident. Payment of the penalty does not release the party from confidentiality obligations. Both parties are responsible for ensuring that these obligations are imposed on third parties involved, and otherwise, the customer is fully liable for breaches by third parties they engage.

– Compensation claims under general liability principles (Swiss Code of Obligations 97ff.) remain reserved; any contractual penalty is credited toward any potential damages owed.

– In principle, the customer and users are responsible for protecting their data. The customer must appropriately inform users about data protection and obtain their consent for processing personal data.

– WND AG and its staff must comply with the customer’s operational, technical, and security regulations, particularly access policies and system access requirements, provided these are communicated to WND AG in writing before the contract is signed or agreed to later.

– WND AG will promptly inform the customer if it becomes aware or suspects that the information it processes for the customer has been subject to unauthorized access, disclosed to unauthorized third parties, lost, damaged, or otherwise unlawfully or contractually mishandled. WND AG will immediately take necessary emergency measures to secure the data and prevent or minimize any potential adverse effects.

– Both parties must comply with data protection laws. The customer is responsible for the protection and security of data processed on its systems, including data of third parties (including its personnel).

– The parties support each other in implementing policies and instructions from data protection authorities. If the efforts exceed legal requirements, WND AG may claim reasonable compensation for its participation.

– WND AG will cooperate in any regulatory procedures related to the services it provides and furnish requested information and documents. If the effort required for WND AG exceeds the ordinary contractual reporting and accountability obligations, it may claim reasonable compensation for its involvement.

– Upon contract termination, WND AG will transfer or delete data (including copies) processed for the customer following the customer’s explicit instructions unless otherwise stated in the contract. If no instructions are given, the data will be deleted three months after the termination or contract expiry by WND AG.

Warranty

– WND AG guarantees that the products and services provided have the agreed-upon features, as well as those features that the customer could reasonably expect based on the state of the art at the time of contract signing, unless otherwise stated in the contract.

– In the event of defects due to material, construction, or execution errors or proven negligence in support, maintenance, or service tasks, WND AG commits to correcting the errors or replacing affected parts. This excludes defects or disruptions not caused by WND AG, particularly natural wear and tear, force majeure, improper handling, interference by the customer or third parties, excessive strain, unsuitable operating equipment, or extreme environmental conditions.

– Defects must be reported in writing within 10 days of discovery. WND AG may choose to correct defects at its facilities or on-site at the customer’s location, where the customer must grant WND AG access. Replaced parts become the property of WND AG.

– If the defect cannot be corrected, the customer is entitled to a price reduction and compensation for proven, direct damage, up to a maximum of 20% of the value of the defective products or services. Further claims are excluded; in particular, the customer may not withdraw from the contract or claim compensation for consequential damages.

– Warranty rights expire within 24 months from delivery or acceptance. After defect correction, the warranty period for replacement parts begins anew.

– The warranty covers replacement parts but not installation or other costs not included in the replacement part costs. These costs will be billed to the customer based on the required labour.

– Services rendered after the warranty period are chargeable.

Liability

– WND AG limits liability to damages resulting from gross negligence or wilful misconduct.

– The customer agrees to use the services according to WND AG’s instructions. The customer is responsible for damages resulting from improper use, and any costs incurred are entirely borne by the customer.

– It is the customer’s responsibility to hold users accountable for any potential damages caused by the use of the services.

Right of Return

– The customer has no contractual right of return. An exception applies only if a right of return has been explicitly agreed upon in writing.

– If such a right of return is granted, it is limited to physical items. In particular, software cannot be returned. Returns without prior agreement on a right of return will be unequivocally rejected.

– If a right of return is granted, it only applies to already paid goods in unchanged, particularly undamaged, new condition. The right of return expires no later than two weeks after receipt of the goods.

Termination of the Contractual Relationship

– If a contract (e.g., for maintenance, support, outsourcing, online services, communication services) is concluded for an indefinite period, it can be terminated at any time, subject to any agreed minimum contract duration. The termination may also extend to individual service packages of the contract, subject to an agreement on adjusting compensation. Service packages are interrelated, dependent services.

The notice period is three months to the end of a month, unless otherwise stipulated in the contract. The termination must be communicated to the other party in writing.

– Contracts concluded for a fixed or indefinite period can be terminated without notice in the event of a serious breach of contract by the other party. In this case, compensation is calculated pro rata temporis; for one-time compensation, it is calculated proportionally based on a three-month period of service. Claims for damages remain reserved.

– After the termination of the contractual relationship, the customer must return all components owned by WND AG in perfect condition and at their own expense without being requested. Damages will be charged to the customer.

– Upon termination of the contract, regardless of the legal reason, WND AG will support the customer as necessary and for reasonable compensation in instructing any new provider, in returning or transferring data processed by WND AG for the customer to the customer or a new provider (in the agreed or a common format suitable for the customer) as well as in the return or transfer of hardware and software operated by WND AG for the customer, including providing current, electronically editable versions of created documentation.

Assignment, Transfer, and Pledge

– Rights and obligations arising from the contractual relationship may not be assigned, transferred, or pledged to third parties without prior written consent from the contractual partner. The customer will only refuse consent for the assignment and pledge of claims by WND AG in justified cases.

Severability Clause

– Should individual provisions of the contract be or become ineffective, the validity of the remaining provisions shall not be affected. In such cases, the parties will replace the ineffective provision with a meaningful and purpose-appropriate provision.

Escalation Procedure and Jurisdiction

– In case of differences, the parties seek a mutual solution at an appropriate operational level in good faith. The issue will be defined, and a (possible) solution will be documented in a protocol. This protocol contains at least the subject of the differences, the causes from the perspective of both parties, as well as the resulting impacts and possible solutions.

– If no operationally satisfactory solution can be found within 10 days, the management teams will contact each other and propose a solution.

– If the differences cannot be resolved after an additional 20 days, the parties will seek mediation through Advokatur Sury AG, Lucerne. Each party bears its own costs, and the mediation costs will be shared equally.

– If a solution is achieved, the parties will document this in writing at the management level.

– The parties commit to resorting to legal action only if no amicable solution can be reached after the conclusion of the escalation process with mediation.

– The escalation process and mediation do not have to be undergone if it is obviously pointless (e.g., bankruptcy of a party, severely damaged trust relationship, etc.).

– Swiss law exclusively applies to the legal relationship between the parties. The place of performance is the location of WND AG in Zermatt, and the exclusive jurisdiction for any disputes between the parties is Visp VS unless otherwise specified in the contract.