1. Scope of application

These provisions apply to contractual relationships between corporate customers (hereinafter «the Customer») and Monzoon Networks AG (hereinafter «Monzoon») for «Monzoon Solutions» projects.

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2. Pricing

The contract documents shall set out the prices payable by the Customer for products and services. Unless otherwise indicated, prices do not include value added tax (VAT), which shall be added at the standard applicable rate at the moment that the invoice is issued.

In the event that Monzoon lowers the prices of its services and products, it may adjust discounts that it has granted accordingly.

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3. Liability

In the event of breach of contract, Monzoon shall be liable for any proven damage, unless it can prove that it was not at fault. Monzoon will compensate loss or damage caused intentionally or by gross negligence without limitation. In the event of loss or damage that arises out of simple negligence, Monzoon shall be liable up to a maximum of the equivalent value of the services agreed for the current contract year, except for property damage for which it shall be liable up to a maximum of CHF 500,000 and financial loss for which it shall be liable up to a maximum of CHF 50,000 per loss event and calendar year. Monzoon is only liable for consequential damages, lost profits, and loss of data insofar as such damages cannot be excluded under Article 100 of the Swiss Code of Obligations. Monzoon shall not be liable for damage resulting from unlawful use of its services or use of its services in violation of this contract.

The compensation amounts stipulated in the Service Level Agreements (SLAs) shall be applied to all warranty and compensation claims for failure to comply with delivery times and to grant availability as stipulated.

In the event that the Customer uses his/her access to purchase goods or services from a third party, unless expressly agreed, Monzoon is not a party to the contract. Monzoon accepts no responsibility and makes no guarantee with regard to goods and services that have been ordered or obtained via a connection provided by Monzoon, even if Monzoon handles the collection of third-party claims against the Customer.

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4. Hardware purchase warranty period

Monzoon provides a warranty of one (1) year for all sales of hardware, unless otherwise specified by law.

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5. Legal warranty

Monzoon ensures that in providing its services to the Customer it will not infringe any intellectual property rights recognised in Switzerland. In the event that a third party tries to prevent the Customer from making use of Monzoon's services in accordance with the agreement by claiming infringement of a preferential intellectual property right, Monzoon shall bear the costs of defending the customer against such claims before the Swiss courts, provided that the customer informs Monzoon in writing in good time and creates the necessary preconditions for Monzoon to be able to take the necessary measures in time to defend its own interests.

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6. Obligation to cooperate

The Customer shall fulfil his/her obligation to cooperate, in particular the obligation to provide information, resources, and access permissions in full, in good time and free of charge.

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7. Terms of payment

Invoices are payable by the due date indicated on the invoice. If none is indicated, the due date is 30 days after the invoice date. The Customer may contest the bill in writing, stating the reasons for contestation, before the settlement date. Failure to do so is understood as an implicit acceptance of the bill. All outstanding amounts are due and payable upon termination of the contract.Der Rechnungsbetrag ist bis zu dem auf der Rechnung angegebenen Fälligkeitsdatum zu bezahlen. Ist kein solches angegeben, gilt als Fälligkeitsdatum das Rechnungsdatum plus 30 Tage. Der Kunde kann bis zum Fälligkeitsdatum schriftlich und begründet Einwände gegen die Rechnung erheben. Unterlässt er dies, gilt die Rechnung als akzeptiert. Mit Beendigung des Vertrages werden alle ausstehenden Beträge fällig.

For continuous services (e.g. rent, maintenance), a thirtieth of the monthly costs will be billed for each day of the month that has elapsed.Bei Dauerleistungen (z.B. Miete, Wartung) wird bei angebrochenen Monaten für jeden Tag 1/30 der monatlichen Kosten in Rechnung gestellt.

Unless otherwise agreed, the following conditions and due dates shall apply to contracts for work and services for complete systems:Sofern nicht anders vereinbart gelten bei Werkverträgen zu Gesamtsystemen folgende Konditionen und Fälligkeiten:

• 30% at the signing of the contract30% bei Vertragsunterzeichnung
• 30% upon delivery of the system or commencement of the one-off service30% bei Ablieferung des Systems respektive Beginn der einmaligen Dienstleistung
• 30% after completion of installation or first use30% nach Beendigung der Installation bzw. bei Inbetriebnahme
• 10% after the Customer accepts the system as operational10% nach Abnahme des betriebsbereiten Systems durch den Kunden

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8. Retention of ownership

Ownership of purchased items shall not pass to the customer until the purchase price has been paid in full. Monzoon shall be entitled to register its retention of title with the Swiss Registry of Retention of Title.

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9. Settlement

The Customer shall not set off debts owed to Monzoon against his/her own claims without Monzoon's written consent. In the event that Monzoon holds claims against the customer, Monzoon or third parties to whom Monzoon has assigned these claims for collection shall be entitled to offset these claims against the debts that the aforementioned company has against the Customer.

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10. Amendments

Services

Monzoon is entitled to amend its services at any time. It shall inform the Customer in advance. Should amendment of the service result in a significant reduction in performance for the Customer, he/she shall be entitled to demand an appropriate reduction in the price for this service or to terminate it as of the date on which the amendment came into effect.

Pricing

Any changes to individually agreed prices require written consent. Monzoon is, however, entitled to change several prices at once, provided that this does not increase the Customer’s overall financial burden. For services where prices have not been specifically agreed individually, Monzoon's current price lists and rates shall apply.

Monzoon reserves the right to amend prices at all times to reflect the adoption of new statutory tax rates and duties. This amendment does not entitle the Customer to terminate the contract.

Other contractual amendments

Monzoon shall notify the Customer of other amendments to the contract in sufficient time for him/her to be able to terminate the contract in compliance with the period of notice. Without written notice within this period, any amendments to the contract shall be deemed to have been approved by the customer.

Any amendments to the contract requested by the Customer may be confirmed by Monzoon in suitable form. Unless the Customer requests a correction in writing, via fax or e-mail within the time specified on the order confirmation or the overview of services, the amendment shall become an element of the contract. Monzoon shall note the date of the amendment.

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