1. SCOPE OF APPLICATION

These General Terms and Conditions for Services of ICPRO GmbH ("GTC") form an integral part of all individual orders placed by the customer with ICPRO GmbH. Other terms and conditions do not become part of the contract, even if ICPRO GmbH does not expressly object to them.

2. SUBJECT MATTER OF INDIVIDUAL ORDERS

2. 1 ICPRO GmbH provides services for the client on the basis of individual orders, namely the management of association offices, project management, interim management orders and consulting orders in business management and information technology topics.

2.2. Individual assignments are agreed in writing and describe the type and scope of consulting, duration and deadlines, location, fees and specifications.

3. SERVICES PROVIDED BY ICPRO GMBH

3.1 ICPRO GmbH provides the services described in the individual order under the responsibility of the client. ICPRO GmbH vouches for the professional and faithful fulfillment of the order. Due to the nature of the services provided, ICPRO GmbH cannot be held responsible for achieving measurable results. The individual order is considered fulfilled upon completion of the provision of the agreed services.

3.2 During the fulfillment of an individual order, each contractual partner can request changes to the agreed services. In particular, ICPRO GmbH can request a review of the affected individual order in the event of company-changing developments on the customer side. In the event of change requests by the customer, ICPRO GmbH will submit an offer within a reasonable period of time, which shows the effects in terms of scheduling and finances. During the examination of such change requests, any fulfillment deadlines are suspended. Services requested outside the original scope of the contract shall be defined in a new individual order.

4. OBLIGATIONS OF THE CUSTOMER TO COOPERATE

4.1 The customer provides ICPRO GmbH with the necessary instructions and provides it free of charge with all data, information, access to customer employees as well as facilities and access authorizations that ICPRO GmbH requires to provide the contractual services. Delays and additional expenses due to incorrect fulfillment of cooperation obligations are borne by the customer and can be invoiced additionally by ICPRO GmbH.

4.2 The customer appoints a person responsible to ICPRO GmbH for the provision of binding information and instructions.

5. FEES

5.1 The fee for the services to be provided by ICPRO GmbH is agreed in the corresponding individual order. In the absence of an agreement, the respective valid ICPRO GmbH rates apply.

5.2 All expenses and travel costs are reimbursed separately. Travel time is considered working time. The fees are exclusive of VAT.

5.3 Unless otherwise agreed, invoices are issued monthly. All invoices are due for payment within 10 days net.

6. RIGHTS OF USE TO WORK RESULTS

6.1 Upon full payment of the agreed fees, the Client shall receive an unrestricted right to use all services, work products, and documents prepared by ICPRO GmbH under the respective individual engagement. All intellectual property rights shall remain the exclusive property of ICPRO GmbH.

6.2 Subject to the Client's prior approval, ICPRO GmbH may refer to completed projects as references in its business relationships with other clients. Any confidential information or documentation belonging to the Client shall remain protected at all times.

7. LIMITATION OF LIABILITY

ICPRO GmbH shall be liable for direct damages only, up to the total amount invoiced and paid for the respective individual engagement, and in any event not exceeding CHF 40,000. To the fullest extent permitted by applicable law, ICPRO GmbH shall not be liable for any indirect, incidental, consequential, or special damages, including, without limitation, lost profits, unrealized savings, business interruption, loss of income, or loss of data, regardless of the legal basis of such claims. Any mandatory liability under applicable law shall remain unaffected.

8. CONFIDENTIALITY

8.1 ICPRO GmbH shall treat all documents and information provided by the Client that are marked as confidential, or that are clearly of a confidential nature, with the same degree of care and discretion it applies to its own confidential information. This confidentiality obligation shall remain in effect throughout the term of the individual engagement and for a period of at least five (5) years thereafter.

8.2 The confidentiality obligation shall not apply to information that is publicly available, was already lawfully known to ICPRO GmbH, was independently developed by ICPRO GmbH, or was lawfully obtained from a third party.

9. FINAL PROVISIONS

9.1 The revocation or termination of an individual engagement shall be governed by Article 404 of the Swiss Code of Obligations (CO).

9.2 Any amendments or supplements to an individual engagement or to these General Terms and Conditions shall be valid only if made in writing.

9.3 Should any provision of an individual engagement or these General Terms and Conditions be held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be interpreted or replaced in a manner that most closely reflects its original economic intent.

9.4 The exclusive place of jurisdiction shall be Lucerne, Switzerland. These General Terms and Conditions and all individual engagements shall be governed exclusively by the laws of Switzerland.