1. Scope

1.1 What do these General Terms and Conditions regulate?

- These General Terms and Conditions (GTC) apply to all IT and consulting services provided by Digital Theta Trading, including, in particular, hosting, software setup, maintenance and support, as well as consulting in the areas of IT and finance.

1.2 How is the contract concluded?

- These General Terms and Conditions govern the rights and obligations of Digital Theta Trading and its customers (hereinafter collectively referred to as “the Parties”) in addition to a specific contract.

- Offers from Digital Theta Trading are binding for 30 days and are considered an invitation to conclude a written contract. Prices are always subject to change.

- Or service changes by subcontractors or third-party components involved.

- The contract is concluded by mutual signing of a contract.

1.3 Do other provisions apply?

- The customer's terms and conditions or other standard agreements shall only apply if Digital Theta Trading has expressly agreed to them in writing.

- Additional terms and conditions of the respective suppliers/manufacturers may apply to third-party products distributed or sublicensed by Digital Theta Trading.

2. Principles of service provision

2.1 How does Digital Theta Trading provide the contractual service?

- Digital Theta Trading generally provides the contractual services personally or through its employees. Digital Theta Trading may engage third parties (known as “subcontractors”) to fulfill the contract at any time. The subcontractors and their employees are known as auxiliary persons of Digital Theta Trading.

- The customer will be informed within the scope of the service purchased which third-party services and components are used as standard.

- If the customer does not agree with a change of subcontractor or the involvement of a new service provider, they may reject this within 14 days, stating their reasons. If there is good cause, Digital Theta Trading and the customer will seek a possible replacement or an alternative solution. If the parties cannot reach an agreement within a reasonable period of time, the customer may terminate a permanent contract with three months' notice to the end of a calendar month. Shorter mandatory notice periods remain reserved. In the case of contracts for work and services, the customer may withdraw from the contract with reasonable compensation for Digital Theta Trading.

2.2 To whom does Digital Theta Trading provide the contractual service?

- Digital Theta Trading provides its services to the customer. Digital Theta Trading may also provide its services to third parties, provided this is stipulated in the contracts. In any case, contractual claims are exclusively reserved for the customer. Third-party service recipients cannot assert any claims against Digital Theta Trading.

- If third parties are designated as service recipients, the customer is obliged to transfer all of the customer's obligations and duties specified in the contract, including their cooperation and other obligations, to the third-party service recipients. The customer is responsible for any breaches of contract by the third-party service recipients.

2.3 Where does Digital Theta Trading provide the contractual service?

- The contractual services can be performed at the business premises of Digital Theta Trading, at the place of work of Digital Theta Trading employees (e.g., remotely), on site at the customer's premises, or via remote access.

2.4 When does Digital Theta Trading provide the contractual service?

- Digital Theta Trading and the customer shall jointly and explicitly agree on which deadlines must be strictly adhered to. Digital Theta Trading shall endeavor to meet the remaining deadlines. The contractually agreed standby and response times remain reserved.

- Unless otherwise agreed, Digital Theta Trading shall provide its services during business hours. Business hours are Monday to Friday from 8:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 5:30 p.m.

2.5 What happens if Digital Theta Trading does not perform on time?

- Digital Theta Trading can only meet deadlines and milestones if the customer provides the necessary cooperation. The parties therefore agree at the start of each project and on an ongoing basis in the event of changed conditions what cooperation is to be provided by the customer. If deadlines cannot be met due to the customer's failure to fulfill its obligations to cooperate, the deadline becomes non-binding for Digital Theta Trading.

- Digital Theta Trading shall inform the customer of any delays for which Digital Theta Trading is responsible and their expected duration. In such cases, the customer shall grant Digital Theta Trading at least one opportunity to perform its services within a reasonable grace period.

- If Digital Theta Trading is affected by an event of force majeure (see section “For which damages is Digital Theta Trading not liable under any circumstances?”), its obligation to perform shall be suspended until emergency operations can be carried out. Agreed deadlines shall be extended by mutual agreement. In the case of continuing obligations, the customer shall remain liable for payment.

2.6 What responsibility does the customer bear?

The client undertakes everything that is necessary for Digital Theta Trading to fulfill its contractual obligations (so-called "obligations to cooperate"). In particular, the client is responsible for

1. providing the necessary access to rooms, systems and user accounts;
2. appointing internal contact persons and arranging any necessary contacts with third-party providers and, if necessary, facilitating direct cooperation with them;
3. providing the necessary data and documents;
4. timely information about events (e.g., personnel changes, new regulatory requirements) that could have an impact on the services provided by Digital Theta Trading;
5. Supporting Digital Theta Trading with fault analysis and troubleshooting.

- Customers must use secure passwords and set up multi-factor authentication to access Digital Theta Trading's services or infrastructure. Furthermore, the customer is responsible for the data security, protection (malware protection), and maintenance (updates) of the devices, networks, and browsers used to access Digital Theta Trading's services or infrastructure.
- Further obligations to cooperate may be agreed upon in the contract. In addition, further obligations to cooperate may arise from the interpretation of the contract.

2.7 What happens if the customer does not fulfill his obligations to cooperate or does so too late?

- First, Digital Theta Trading will send the customer a reminder and set a reasonable grace period. If the customer then fails to fulfill the agreed or required obligations to cooperate, Digital Theta Trading will suspend its dependent services until the customer fulfills their obligations to cooperate. Any costs incurred remain payable by the customer even during an interruption of service (e.g., license fees). The same applies to employee hours that were scheduled for the customer and cannot be used elsewhere at short notice.

- Digital Theta Trading shall charge the customer for any additional expenses and costs resulting from the customer's lack of or insufficient cooperation. The customer is obliged to reimburse these costs. Additional costs of up to CHF 5,000.00 may be invoiced with a summary statement of services. The customer waives the right to a detailed statement of services up to this amount.

3. Specific contractual services

3.1 Where is the contractual service described?

- Any service levels shall be agreed upon in the contract. If no service level has been agreed upon, Digital Theta Trading shall provide its support services on a best effort basis (i.e., subject to the availability of internal resources), whereby no response time is guaranteed, or shall refer the customer to the manufacturer/supplier.

- Any service levels shall be agreed upon in the contract. If no service level has been agreed upon, Digital Theta Trading shall provide its support services on a best effort basis (i.e., subject to the availability of internal resources), whereby no response time is guaranteed, or shall refer the customer to the manufacturer/supplier.

3.2 What special features apply to software and cloud services fromthird parties for which Digital Theta Trading is a reseller?

- The customer must comply with the license and usage terms of third-party licensors. The customer is not entitled to transfer these licenses to third parties or to grant sublicenses.

- Digital Theta Trading or the licensor are entitled to revoke the customer's right of use in the event of a breach of the license or terms of use. The customer's obligation to pay remains unaffected by this.

- Unless otherwise agreed, the customer generally has no contractual entitlement to support services from Digital Theta Trading for third-party software and cloud services from third-party providers. Digital Theta Trading provides these services on a best-effort basis.

4. Acceptance and warranty for work performed

4.1 What warranty rights does the client have in the case of contractual services provided by Digital Theta Trading?

- The customer is obliged to inspect the services provided by Digital Theta Trading immediately after acceptance or commissioning and to report any defects in writing within seven days (known as the “notification period”). Hidden defects must be reported in writing immediately after their discovery. The warranty for hidden defects is limited to six months from acceptance or commissioning.

- The complaint must contain a detailed description of the defect, its cause, and the circumstances surrounding its occurrence.

- The customer is generally entitled to the warranty claims under the Swiss Code of Obligations. However, the customer shall always first give Digital Theta Trading the opportunity to remedy the defect within a reasonable period of time. Only if this remedy does not remedy the identified defects may the customer assert further claims under the Swiss Code of Obligations. Any claims for defects shall become time-barred at the latest one year after acceptance.

- Digital Theta Trading decides on the appropriate remedy (repair, replacement with an equivalent solution, updates, workaround, etc.).

- The customer shall have no right to rectification if he or his assistant:

1. does not comply with the notice periods;
2. fails to provide the necessary cooperation for rectification;
3. the defect was caused by incorrect handling, failure to cooperate in good time or insufficient cooperation, system intervention or manipulation.

4.2 For which products does Digital Theta Trading not provide a warranty?

- Digital Theta Trading does not provide any warranty for products,

1. which Digital Theta Trading distributes (third-party products such as hardware or other devices); or
2. for which Digital Theta Trading procures licenses from a third party (namely third-party software and cloud services).

- In such cases, the customer must contact the manufacturer, distributor, or licensor of the products directly. Their warranty, usage, or license terms apply.

5. Prices

5.1 Where are the prices set?

- Depending on the contractual services, the contract fees may consist of fixed prices or flat hourly rates, volume prices, or one-time or recurring fees (especially for licenses, maintenance/support flat rates, or operation). They are defined in the contract.

5.2 What is not included in the price?

- Prices and hourly rates are exclusive of VAT and do not include expenses or ancillary costs (namely travel, meal, and accommodation expenses, transport, packaging, insurance, customs duties, taxes, or other public charges, etc.). These costs will be invoiced separately.

5.3 When is billing based on expenses?

- Unless otherwise agreed, services will be invoiced on a time and material basis in accordance with the hourly rates applicable at the time the services are provided. The actual travel time will also be invoiced.

- If billing is based on actual expenditure or partial expenditure, the expenditure incurred by Digital Theta Trading or its subcontractors shall be reported. The report shall be sufficient if it sets out the tasks performed by Digital Theta Trading or its subcontractors on each day and the time spent on them. A report in note form shall be sufficient to demonstrate that the expenditure was necessary and useful.

5.4 What payment deadlines does the customer have to observe?

- In the case of flat rates, invoicing generally takes place upon completion of the project. The amount is due for payment within 30 days of receipt. Services for which remuneration based on time and effort or quantity has been agreed are invoiced monthly after the service has been provided. Continuing obligations for which a recurring flat rate has been agreed are billed monthly. The amount is due for payment within 30 days of invoicing. Invoices payable in advance must be settled by the customer by the last day of the preceding month at the latest.

5.5 What happens in the event of late payment?

- The payment dates are due dates within the meaning of Art. 102 para. 2 of the Swiss Code of Obligations (OR). In the event of late payment, Digital Theta Trading is entitled to charge default interest of 5% without issuing a reminder. Digital Theta Trading may make further performance contingent upon advance payment of the agreed remuneration or interest-free payments on account.
- If the customer is in default of payment of contractual fees, Digital Theta Trading may block access to the subject matter of the contract without warning from the 30th day of default. Access will remain blocked until all outstanding claims have been settled.

5.6 Does Digital Theta Trading invoice personally?

- Digital Theta Trading is entitled to commission third parties for invoicing. In addition, Digital Theta Trading may commission third parties to collect outstanding debts.

- For the purposes of invoicing or asserting claims against the customer, Digital Theta Trading is exempt from any confidentiality obligation insofar as this is necessary for invoicing or collection. The costs incurred by Digital Theta Trading or a third party as a result of any debt collection will be passed on to the client.

5.7 Under what circumstances do prices change?

- If Digital Theta Trading lowers prices, it may adjust the discounts previously granted accordingly or, if the new prices are lower than the old prices including discounts, cancel them.

- Digital Theta Trading may increase prices unilaterally at any time. Price increases will be announced three months in advance.

- The above does not apply to price increases for third-party products or services for which Digital Theta Trading acts solely as a reseller or distributor. Such price adjustments may be passed on to the customer without prior notice.

6. Contract term

6.1 When does the contract end?

- The contractual relationship ends in the case of one-off or contract-based services upon completion of the service provision by Digital Theta Trading and in the case of long-term contracts upon expiry of the agreed term or upon termination in accordance with the terms agreed in the contract.

6.2 When may a party terminate the contract extraordinarily?

- Each party has the right to terminate a permanent contract in writing at any time for good cause. Good cause shall be deemed to exist in particular if:

1. the other party breaches a material contractual provision and the breach of contract is not remedied or made good by the breaching party despite two reasonable grace periods being set;
2. a case of force majeure lasts for more than two months;
3. bankruptcy or composition proceedings are initiated against the other party;
4. the other party is liquidated or ceases its operating activities.

6.3 What happens if the customer terminates the contract extraordinarily without good cause?

- If the customer terminates the contract extraordinarily for a reason for which Digital Theta Trading is not responsible, they shall owe the agreed contract fees until the next regular termination date or until the agreed end of the contract. In addition, the customer undertakes to reimburse Digital Theta Trading for the expenses incurred as a result of the extraordinary termination. Digital Theta Trading shall be released from its obligation to perform. Special obligations regarding the termination of the contract remain reserved.

6.4 What are the consequences of contract termination?

- The parties undertake to return each other's property, documents, and data and to irrevocably destroy copies of the other party's data and documents, provided that there is no legal obligation to retain them. The parties shall support each other in the (re)transfer of the necessary licenses and intellectual property rights, if necessary.

7. Liability

7.1 To what extent is Digital Theta Trading liable?

- Digital Theta Trading shall be liable without limitation only for direct or immediate damages caused to the customer by intent or gross negligence on the part of Digital Theta Trading or its employees. Liability for slight negligence on the part of Digital Theta Trading and its employees is in any case limited to the specifically proven direct or immediate damages and amounts to a maximum of 10% of the annual contract turnover, excluding all costs from third-party providers, in particular licenses. Liability for damages shall only apply if the total amount of all claims for damages exceeds CHF 5,000.00. Liability may be further limited or extended by contract.

7.2 For which damages Digital Theta Trading is not liable under any circumstances

- Digital Theta Trading shall not be liable for any damages arising from:

1. unauthorized access to software and other services used by the client on Digital Theta Trading's infrastructure, provided that a vulnerability or human error attributable to the client has been exploited;
2. the customer or its auxiliary persons fail to cooperate properly or are late in doing so;
3. the customer or its auxiliary persons violate contractual obligations (namely license conditions or payment obligations).

- Digital Theta Trading is also not liable for damages resulting from events, processes, or delays not attributable to Digital Theta Trading, e.g., damages caused by third parties.

- Finally, Digital Theta Trading shall not be liable if the provision of services is temporarily interrupted, wholly or partially restricted, or impossible due to force majeure (e.g., war or unrest; epidemics and pandemics; natural disasters such as earthquakes, floods, forest fires; trade barriers; energy shortages; labor disputes; etc.). Digital Theta Trading's obligation to perform shall be suspended to the corresponding extent. In the event of force majeure, Digital Theta Trading shall inform the customer as soon as possible about its effects and expected duration.

8. Intellectual property rights

8.1 What rights of use are granted to the customer?

Certain services offered by Digital Theta Trading to the client may be protected by copyright. This includes, but is not limited to:

1. Consultation documents;
2. System and infrastructure components (operating systems, cloud platform, interfaces, processes, scripts, software, etc.).

- Digital Theta Trading retains full copyright to these works. The customer is granted a non-exclusive, non-transferable, and non-sublicensable right to use the corresponding works for the duration of the contract (known as a simple license). The right of use is limited to the use specified in the contract.

- Digital Theta Trading is entitled to use identical or similar documents, evaluations, etc. at its discretion and to use them in the context of similar work for other customers. The same applies to the know-how acquired in cooperation with the customer.

8.2 What rights of use does the customer have to third-party works?

- If the customer purchases third-party works, Digital Theta Trading is usually a reseller and the customer undertakes to accept the license terms provided by the third-party product manufacturer. In this case, the customer's rights of use are governed exclusively by the third party's license terms.

8.3 What happens if Digital Theta Trading infringes the rights of third parties?

- The customer shall immediately inform Digital Theta Trading in writing of any third-party claims asserted. The customer shall authorize Digital Theta Trading to conduct the defense, including the conclusion of a settlement. The customer shall support Digital Theta Trading to a reasonable and appropriate extent.
- If Digital Theta Trading faces a lawsuit for infringement of intellectual property rights or if Digital Theta Trading or the customer loses the lawsuit, Digital Theta Trading may:

1. modify the subject matter of the contract in such a way that property rights are no longer infringed;
2. provide the customer with the right to use the subject matter of the contract;
3. replace the subject matter of the contract with an equivalent solution;

Any further legal warranty of Digital Theta Trading towards the customer is excluded.

9. Confidentiality

- The parties shall treat all information received from the other party as confidential and shall take appropriate technical and organizational measures to protect it. The confidentiality obligations also apply to personal data that is subject to data protection regulations.

- The parties' employees are bound to secrecy. If necessary for the fulfillment of the contract, Digital Theta Trading may disclose confidential information to subcontractors and third-party component suppliers involved.

- Confidential information may only be used within the scope of the contract. Beyond this, it may not be recorded, stored, reproduced, passed on, or used or exploited in any other way for personal purposes.

- Notwithstanding the above provisions, the contracting parties may disclose confidential information if (i) it was already known to the recipient at the time of disclosure without any obligation of confidentiality, (ii) the information has already been published or is subsequently published without this being attributable to any illegal or contractual violation on the part of the recipient, (iii) a party receives it lawfully from a third party without any obligation of confidentiality, (iv) the information has been independently developed by the recipient of the information, (v) disclosure is required by law or by order of a government agency, or (vi) the other party has consented to such disclosure.

- The parties may be required by authorities to disclose information to the other party. The obligated party shall only do so after prior notification to the other party, unless the obligated party has been officially required to maintain confidentiality. The obligated party shall make every effort to limit the information to be disclosed to what is necessary (e.g., by blacking out or encrypting irrelevant information). To the extent possible under procedural law and after consultation with the other party, the obligated party shall take legal action to defend itself against a disclosure order. The costs (namely attorney's fees) for this shall be borne by the party whose information is affected.

- The parties agree to maintain confidentiality during the contractual relationship and for a period of five years thereafter.

- The parties acknowledge that the use or disclosure of confidential information belonging to the other party in a manner that is not in accordance with the contract causes immediate and irreparable damage that cannot be fully compensated for in monetary terms. The affected party is therefore entitled to demand that the infringement be stopped.

10. Data protection

10.1 What principles apply to data processing by Digital Theta Trading?

- Digital Theta Trading is responsible for the collection, processing, and use of personal data transmitted by the customer about its employees, customers, assistants, suppliers, etc., unless this involves order processing. In the case of order processing, Digital Theta Trading will provide the customer with an order data processing agreement upon request.

10.2 What data does Digital Theta Trading process, for what purpose and to whom does Digital Theta Trading disclose the data?

- Digital Theta Trading processes personal data that Digital Theta Trading collects from customers or involved third parties in the course of its business relationship. This includes data from publicly accessible registers or data provided to Digital Theta Trading by subcontractors or third-party providers.

- Digital Theta Trading processes data primarily for the purpose of concluding or fulfilling a contract. Digital Theta Trading is also entitled to evaluate data to improve its own services and to use it for its own advertising to customers. Digital Theta Trading is also permitted to use anonymized customer usage data to train its own AI systems.

- The data collected may be passed on by Digital Theta Trading to subcontractors or third parties for the purpose of fulfilling the contract. The customer is aware that third-party providers' data protection guidelines may apply to data processing by third parties.

- In addition, customer data may be passed on to trust companies, legal and tax advisors, collection agencies, web and marketing agencies, printing companies, newsletter tool providers, cloud providers (e.g., for the purpose of processing support tickets), etc.

- For further information, please refer to the privacy policy of Digital Theta Trading ([URL]).

10.3 If data is exported abroad

- Under certain circumstances, data may be exported to companies abroad. If this affects companies in the EU/EFTA area, they are subject to the same data protection obligations as Digital Theta Trading. If the level of data protection does not correspond to that in Switzerland, Digital Theta Trading contractually ensures that the same protection as in Switzerland is guaranteed (e.g., by means of standard contractual clauses of the European Union).

11. Final provisions

11.1 May Digital Theta Trading use the client relationship as a reference?

- Digital Theta Trading may cite the customer relationship in offers to other customers as a reference, unless the customer expressly objects to this. Before Digital Theta Trading publishes the customer relationship on its website or elsewhere, the customer's consent will be obtained.

11.2 How does communication between the parties take place?

- Notifications regarding the exercise of rights and obligations arising from the contractual relationship must be sent to the other contracting party in writing (email is sufficient).

11.3 Under what circumstances may Digital Theta Trading amend the GTC?

- Digital Theta Trading is entitled to amend these General Terms and Conditions at any time. The changes will be communicated to the customer in writing. They shall be deemed approved if the customer does not object in writing within four weeks of notification of the change.

11.4 How is a contract amendment made between the parties?

- Amendments or additions to contractual agreements must be made in writing to be valid. This formal requirement can only be waived in writing.

11.5 May the parties transfer their rights and obligations under the contract to third parties?

- Digital Theta Trading may transfer the contractual relationship to a third party in the event of restructuring. If the transfer is made for other reasons, Digital Theta Trading will seek the customer's consent in advance.

- The transfer of individual rights and obligations arising from the contractual relationship or the same by the customer to a third party requires the prior consent of Digital Theta Trading in order to be valid.

11.6 What happens if a contractual clause is invalid?

- Should individual provisions of these General Terms and Conditions prove to be void or ineffective, this shall not affect the validity of the remaining provisions. The parties shall amend the affected provisions in such a way that the purpose intended by the void or ineffective part is achieved as far as possible.

11.7 Which law and which place of jurisdiction apply in the event of disputes?

- Swiss law applies exclusively to the contractual relationship between Digital Theta Trading and the customer, excluding the Vienna Sales Convention.

- All disputes, disagreements, or claims arising out of or in connection with these GTC and the underlying contract, including their validity, invalidity, breach, or termination, shall be settled by arbitration in accordance with the International Swiss Arbitration Rules of the Swiss Arbitration Center. The version of the Rules of Arbitration in force at the time of filing the notice of arbitration shall apply.

- The arbitration tribunal shall consist of three members.

- The seat of arbitration shall be the city of Bern, Switzerland.

- The language of the arbitration proceedings shall be German.