Qendra AG – GENERAL TERMS AND CONDITIONS

Date: 30.09.2026

1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set forth below:

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

Agreement means the applicable Order Form, these General Terms and Conditions (or T&Cs), the End User Undertaking form (if applicable), and any documents expressly incorporated therein.

Company means Qendra AG (CHE-331.046.181) or the relevant Affiliate identified in the applicable Order Form.

Customer means the legal entity identified in the applicable Order Form.

Customer Data means all data, information, content, measurements, configurations, experimental results, research data, files, records and materials provided, generated, uploaded, stored, transmitted or otherwise processed by or on behalf of the Customer through the Products.

Customer Development means any logic, code, design, algorithm or other work product created by or on behalf of the Customer on top of, or in combination with, a Reference Design or Qendra IP Core, excluding the Reference Designs and Qendra IP Cores themselves.

Documentation means the Company's technical manuals, user guides, operating instructions, specifications and other documentation made available by the Company for the Products.

Firmware means software embedded in or supplied for operation of the Hardware.

Hardware means the hardware products supplied by the Company under an Order Form, including Qendra Pulse, Qendra Vision, Qendra Volt, server appliances and related equipment.

Implementation Services means onboarding, installation assistance, training, integration services, consulting services, custom development and other implementation services provided by the Company.

Intellectual Property Rights means all patents, patent applications, inventions, copyrights, database rights, trademarks, trade names, trade secrets, know-how and other intellectual property rights, whether registered or unregistered.

Open Source Software means software distributed under an open source license approved by the Open Source Initiative or a substantially similar license.

Order Form means an ordering document executed by the Parties referencing these T&Cs.

Permitted Purpose means the use and operation of the Products as classical control, signal-generation, readout and orchestration equipment for professional research, development, teaching and industrial purposes in the field of atomic, molecular, optical, trapped-ion, neutral-atom and related quantum-information and quantum-computing experiments, in each case for the Customer's internal business, research and operational purposes, subject to the export-control and prohibited end-use restrictions set out in this Agreement.

Prioritized Features means modifications to the default configuration of the Hardware, Firmware or Software supplied by the Company, together with any Reference Designs and Qendra IP Cores supplied by the Company to enable integration of third-party hardware or software with the Products. Prioritized Features form part of the Products, are licensed and not sold, and are not licensed for use independently of the Products. Prioritized Features do not include Customer Developments.

Products means collectively the Hardware, Software and Firmware, Subscription Services, Prioritized Features, Implementation Services and Documentation provided by the Company.

Qendra IP Core means a proprietary logic, hardware-description or software interface core supplied by the Company, including the communication and interface cores that enable connection to Qendra Pulse, Qendra Vision or other Products.

Reference Design means a base development project (for example, a Vivado/Vitis project) supplied by the Company as a starting point for the Customer's own development, which may incorporate one or more Qendra IP Cores and may be supplied on Company-provided hardware.

Software means software applications, software modules, APIs, tools, interfaces and related software products provided by the Company, including Prioritized Features, but excluding Open Source Software.

Subscription Services means recurring software, update, support, maintenance, cloud-based, hosted or other subscription services provided by the Company.

Support Services means technical support services described in the applicable Order Form or Documentation.

Update means any modification, enhancement, bug fix, patch, release, update or upgrade made available by the Company.

2. Scope of Agreement

The Company may provide Hardware, Firmware, Software, Subscription Services, Implementation Services and related Products under the Agreement. The Agreement governs all Products supplied by the Company unless otherwise expressly agreed in writing. Any terms or conditions contained in the Customer purchase orders, procurement documents, supplier registration systems or similar documents shall not apply and are expressly rejected. No modification of the Agreement shall be effective unless agreed in writing by duly authorized representatives of both Parties.

3. Orders

Products may be ordered through one or more Order Forms executed by the Parties. An Order Form becomes binding upon execution by both Parties. The Customer is obliged to communicate any desired changes promptly and in writing. Changes and additions to the order requested after the conclusion of the Agreement require the Company’s written consent and may result in adjustments to prices and delivery deadlines. Cancellation of orders is only permissible with the Company’s written consent. Costs already incurred or price increases resulting from order reductions must be borne by the Customer.

Except as expressly stated in the Order Form, all quotations, proposals and estimates issued by the Company are non-binding.

4. Delivery and Shipment

Unless otherwise specified in the applicable Order Form, Hardware shall be delivered FCA (Incoterms® 2020) the Company's designated facility. The Company may make partial deliveries and shipments. Transport insurance will only be arranged upon the Customer’s express request and at their expense.

Delivery dates are estimates only and do not constitute guaranteed delivery dates. Delays caused by the Customer, third parties, governmental restrictions, export controls, supply chain disruptions, force majeure events or other circumstances beyond the Company's reasonable control shall extend delivery dates accordingly.

5. Inspection and Acceptance

The Customer must inspect all deliveries within ten (10) days after delivery/collection for damage, completeness and correctness. Defects must be reported immediately in writing to the Company upon discovery. If no such notification is made, the deliveries shall be deemed accepted and any warranty or other claim of the Customer shall expire, unless the damage or defect was not recognizable during the required incoming inspection.

In the case of Software, a reproducible program error is required in order to assert a defect.

Payment of an invoice or the commencement of usage of the deliveries shall be deemed acceptance of the deliveries.

6. Title and Risk

Risk of loss, theft or damage to Hardware shall pass to the Customer upon delivery in accordance with the applicable Incoterms.

Ownership of Hardware shall transfer to the Customer only upon (a) delivery of the Hardware and (b) receipt by the Company of full payment of all amounts due in respect of the relevant Hardware. Until this time, the Company is entitled to enter the retention of title in the retention of title register at the respective domicile of the Customer in accordance with Art. 715 ZGB. The Customer undertakes to give his written consent to the registration of a retention of title in all points essential for the registration immediately upon request of the Company (cf. Art. 715 ff. Swiss Civil Code).

Until title has transferred, the Customer shall:

1. keep the Hardware free from liens and encumbrances;
2. maintain appropriate insurance coverage; and
3. not sell, pledge, lease or otherwise dispose of the Hardware without the Company's prior written consent.

The Customer shall cooperate with any measures reasonably required by the Company to protect its ownership rights, including registration of retention-of-title rights where permitted by applicable law.

7. Hardware

The Hardware is intended solely for the Permitted Purpose. The Customer represents that it will solely use the Product for the purposes described in this Agreement. The Hardware may only be installed, configured, operated and maintained by suitably qualified and trained personnel. Any use of the Hardware shall be at the Customer's sole risk.

The Customer shall operate the Hardware strictly in accordance with the Documentation, applicable safety requirements, applicable laws and regulations as well as reasonable instructions issued by the Company.

The Customer shall provide and maintain suitable environmental conditions, infrastructure, power supply, networking, cooling systems and other facilities necessary for operation of the Hardware.

The Customer shall:

1. not modify Hardware except as expressly authorized by the Company;
2. implement appropriate security measures and not remove safety mechanisms or security controls;
3. comply with all applicable material laws and regulations and not use the Hardware for unlawful purposes;
4. not use the Hardware in any manner inconsistent with the Documentation;
5. validate configurations, outputs and results before reliance; and
6. operate the Hardware only within a trusted network as specified in the Documentation, and not make them accessible from the public internet;

The Customer shall promptly notify the Company of any suspected defects, security incidents or material operational issues.

8. Software and Firmware License

Subject to the Customer's compliance with the Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software and Firmware solely for the Permitted Purpose. The license granted under this Section is limited to the term of the applicable Order Form and any applicable Subscription Services. All rights not expressly granted to Customer are reserved by the Company and its licensors.

The Customer may make a reasonable number of backup copies solely for disaster recovery purposes.

Except to the extent prohibited by mandatory law, the Customer shall not:

1. reverse engineer, decompile or disassemble any Software or Firmware;
2. attempt to discover source code;
3. modify, adapt or create derivative works;
4. circumvent technical protection measures;
5. remove proprietary notices;
6. make the Software available to third parties;
7. use the Software to develop competing products or services;
8. publish benchmarking or performance testing results without the Company's prior written consent.

The Software may include Open Source Software. Open Source Software shall be governed exclusively by the applicable open source license terms. To the extent required by applicable Open Source Software licenses, such licenses shall prevail over the Agreement with respect to the relevant Open Source Software. The Company provides Open Source Software without any additional warranties beyond those required by applicable license terms.

The Software may include analytical, predictive, optimization, recommendation or automated decision-support functionality. Such functionality is provided solely as an aid to qualified users and shall not replace independent scientific, technical or operational judgment. The Customer remains solely responsible for evaluating, validating and approving any action taken based upon such functionality.

9. Subscription Services

Subscription Services may include software updates, firmware updates, feature enhancements, support services, hosted services, cloud functionality, telemetry services and other recurring services offered by the Company. The Company may modify, enhance, replace or discontinue features, functions, interfaces, software modules or technical specifications of the Subscription Services provided that such modifications do not materially reduce the core functionality of the Product during the then-current subscription term.

Subscription Services shall commence on the date specified in the applicable Order Form. Unless otherwise agreed in the Order Form, the Subscription Services shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current subscription term.

The Company may suspend Subscription Services if:

1. the Customer fails to pay fees when due;
2. the Customer breaches the Agreement;
3. the suspension is required to protect the security, integrity or operation of the Products;
4. the Company is required to do so by applicable law or governmental authority.

Suspension shall not relieve the Customer of its payment obligations.

10. Prioritized Features

Subject to the Customer's compliance with the Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such Prioritized Features solely in connection with the Products and for the Customer's internal business and research purposes. All rights not expressly granted to the Customer are reserved by the Company and its licensors.

Except to the extent prohibited by mandatory law, the Customer shall not:

1. distribute, sublicense, sell or otherwise make any Prioritized Features available to third parties;
2. use any Prioritized Features independently of the Products;
3. modify, adapt or create derivative works of any Prioritized Features except as expressly permitted by the Company;
4. remove proprietary notices contained in any Prioritized Features; or
5. use any Prioritized Features to develop competing products or services.

The Company may incorporate into its Products, services and future developments any know-how, ideas, concepts, techniques or general skills acquired or developed in the course of providing Prioritized Features, provided that the Company does not disclose the Customer's Confidential Information.

11. Implementation Services

The Company may provide Implementation Services as specified in the Order Form. Unless otherwise expressly agreed, Implementation Services shall be performed on a time-and-materials basis. Any timelines, project plans, milestones or estimated completion dates communicated by the Company are provided for planning purposes only and do not constitute binding commitments.

The fees specified in the applicable Order Form assume that the Customer has completed all reasonable preparation activities and is ready for implementation at the agreed date. Implementation Services are expected to require 1.5 days and take place online, or if confirmed by the Company, at the Customer’s premises.. The Customer shall provide timely cooperation, access to personnel, systems, information and resources reasonably required for performance of the Implementation Services.

If additional implementation, onboarding, configuration, troubleshooting, training or integration effort becomes necessary beyond 2 days due to Customer delays, lack of preparation, unavailable infrastructure, unavailable personnel or other Customer-related causes, the Company may charge such additional effort at its then-current professional services rates.

Unless expressly agreed otherwise in writing, any deliverables, custom developments, modifications, improvements, enhancements, configurations, workflows, scripts, documentation or other work product created by the Company in connection with the Implementation Services shall remain the exclusive property of the Company. Subject to payment of all applicable fees, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such deliverables solely in connection with the Products and for the Customer's internal business and research purposes.

12. Support Services

Support Services may include remote diagnostics, troubleshooting assistance, software updates, firmware updates and technical guidance.

The Company may provide Support Services as described in the applicable Order Form or Documentation. Unless expressly agreed otherwise in writing, the Support Services are provided on a best-efforts basis, no service level agreement applies, no guaranteed response times apply and no guaranteed resolution times apply.

The Company may require the Customer to provide reasonable information, logs, diagnostics and technical cooperation before investigating reported issues.

The Company shall have no obligation to provide support for issues resulting from:

1. misuse of the Products;
2. unauthorized modifications;
3. third-party equipment or software;
4. the Customer's failure to follow Documentation;
5. unsupported configurations;
6. external network or infrastructure failures.

13. Returns

The return of the Products by the Customer requires the prior consent of the Company. The return of the Products is at the expense and risk of the Customer. The Products must be in their original packaging, complete and undamaged. Processing or return fees may be charged for the return of the Products. The Company reserves the right to return products with missing, defective or described original packaging or Products that are no longer in perfect condition to the Customer at the Customer's expense and risk.

14. Fees and Payments

All fees are stated and payable in Swiss Francs (CHF) or any other agreed currency, non-refundable except as expressly provided in the Agreement, and exclusive of taxes, duties, customs charges and similar governmental assessments. The Customer shall be responsible for all packaging, freight, insurance, taxes, duties, levies and governmental charges arising from the purchase or use of the Products, excluding taxes based on the Company's income.

The Company is entitled to adjust prices even after the conclusion of the Agreement if procurement costs, taxes, customs duties, or other costs essential to the fulfillment of the contract increase. Price changes will be communicated to the Customer in writing and shall be deemed accepted unless the Customer submits a written objection within five work days. The Customer may terminate the Agreement if the adjusted price increase exceeds 10%.

The Customer shall pay all fees specified in the applicable Order Form. Unless otherwise specified in the Order Form:

1. the Hardware fees are invoiced upon delivery pursuant to the applicable Incoterms;
2. the Subscription fees are invoiced annually in advance;
3. the Implementation Services fees are invoiced monthly in arrears.

Invoices are payable without any deductions within thirty (30) days from the invoice date. The Company reserves the right to make the provision of services conditional upon advance payment or the provision of security. The Customer is not entitled to offset payments with their own claims. The obligation to pay remains unaffected even in the event of complaints. Any amount not paid when due may accrue interest at five percent (5%) per annum or the maximum rate permitted by applicable law, whichever is lower, without a payment reminder of the Company. The Company may suspend performance if Customer fails to pay amounts when due and such failure continues for fifteen (15) days following written notice. All consequences resulting from such a suspension of performance shall be borne exclusively by the Customer.

15. Export Control

The Customer acknowledges that certain Products, in particular Qendra Pulse, may be subject to export control laws, economic sanctions and trade restrictions administered by Switzerland, the European Union, the United States and other applicable jurisdictions.

The Customer represents and warrants that: (a) it is not listed or controlled by, nor any of its Affiliates is listed or controlled by a party on any restricted party list maintained by Switzerland, the European Union, or the United States; (b) it will comply with all applicable export control and sanctions laws; (c) it will not export, re-export or transfer the Products to any person on such a list or to any jurisdiction subject to comprehensive sanctions; (d) it will obtain all required export licenses, permits and authorizations; (f) it will not use, permit the use of, or transfer the Products for any purpose prohibited under the ZCU216; and (g) it will provide the Company with end-use certificates or such other documentation as the Company may reasonably require to verify compliance with applicable export control laws, including the US Export Administration Regulations and the Swiss Good Control Act.

The Company may suspend performance, withhold shipments or terminate the Agreement if the Company reasonably believes that export control or sanctions laws may be violated. The Company may request information reasonably required to verify compliance with applicable export control and sanctions laws.

16. Intellectual Property Rights

16.1 Intellectual Property Rights of the Company

The Company retains all Intellectual Property Rights in and to the Products. Except for the limited rights expressly granted under the Agreement, no Intellectual Property Rights are transferred to the Customer. The Customer shall not challenge or assist others in challenging the Company's Intellectual Property Rights.

The Customer grants the Company a worldwide, perpetual, irrevocable, royalty-free license to use any suggestions, feedback, enhancement requests or recommendations relating to the Products without restriction or compensation.

16.2 Intellectual property of the Customer

The Customer retains all rights in and to the Customer Data.

The Company may collect and use diagnostic information, telemetry, usage statistics, performance data and other information relating to operation of the Products provided that such information does not identify Customer personnel except as necessary to provide services. The Company shall own all rights in aggregated, anonymized and de-identified data generated from operation of the Products.

17. Warranty

17.1 Hardware Warranty

Warranty claims expire 12 months after delivery, unless mandatory statutory provisions provide otherwise. All warranty claims become null and void if the Customer makes any modifications or repairs to the delivered Products without the Company’s written consent. For the avoidance of doubt, opening, unscrewing or otherwise dismantling the housing or enclosure of any Product constitutes a modification for the purposes of this clause.

The Company shall, at its sole discretion, decide on the manner of rectifying defects (repair, replacement, or credit note). Any further claims by the Customer are expressly excluded.

17.2 Software Warranty

Except as expressly stated in this Agreement, the Software is provided "as is" and "as available". The Customer acknowledges that Software is never entirely free (a) from defects, errors and bugs, and the Company gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs and (b) from security vulnerabilities.

17.3 Disclaimer For Research

The Customer acknowledges that scientific research, development activities and experimental processes inherently involve uncertainty. The Company makes no representation that use of the Products will achieve any specific level of performance, accuracy, repeatability, scientific validity or commercial value.

The Customer remains solely responsible for:

1. experiment design;
2. operation of experimental systems;
3. interpretation of results;
4. validation of outputs;
5. scientific conclusions;
6. decisions made based on outputs generated through use of the Products.

All risks associated with the Customer's research activities remain with the Customer.

17.4 Disclaimer Distributors and Resellers

The Company may market, distribute, sell or support the Products through authorized distributors, resellers or commercial partners. Unless expressly agreed otherwise in writing, the Company shall not be bound by representations, commitments or warranties made by distributors or resellers beyond those contained in the Agreement.

17.5 Disclaimer of Other Warranties

To the maximum extent permitted by law, the Company disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or uninterrupted or error-free operation.

18. Liability

18.1 Limitation of Liability

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law (i.e. gross negligence, willful misconduct, fraud, death or personal injury).

Each Party's aggregate liability arising out of or relating to the Agreement, whether in contract, tort, indemnity, restitution, statute, misrepresentation, breach of duty, or otherwise, shall not exceed the total fees paid or payable by the Customer under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim, whether in contract, tort, breach of statutory duty or otherwise. Liability for free services provided by the Company is excluded.

Neither Party shall be liable for any lost profits, revenue, business opportunity, goodwill, anticipated savings, grants or funding, research opportunities, data, experimental results or indirect, incidental, consequential, special or punitive damages.

18.2 Customer Indemnity

The Customer shall defend, indemnify and hold harmless the Company, its Affiliates, officers, directors, employees and contractors from and against any third-party claims, liabilities, damages, losses, costs and expenses (including without limitation legal expenses and attorneys’ fees) suffered or incurred in connection with any third-party claim or action that might arise from (i) the unlawful use of the Products by Customer or its Affiliates and/or, with the consent of the Customer, by third parties; (ii) any actual or alleged breach of data protection laws or Intellectual Property Rights by the Customer or its Affiliates; or (iii) other legal disputes associated with the use of the Products or Services by Customer or its Affiliates contrary to the Permitted Purpose or in breach of the terms of the Agreement.

18.3 Intellectual Property Indemnity

The Company shall defend, indemnify and hold harmless the Customer against third-party claims alleging that a Product infringes a third-party intellectual property right provided that the Customer immediately notifies the Company, the Customer adequately supports the Company in defending the claim and the Company is granted sole authority to investigate, defend or settle the claim.

Notwithstanding the foregoing, the Company has no obligation to defend, indemnify or hold harmless the Customer to the extent that the alleged infringement arises from: (a) modifications to the Products made by or on behalf of the Customer without the Company's prior written consent; (b) combination or use of the Products with third-party products not supplied or approved by the Company; (c) use outside the scope of the license granted under this Agreement or contrary to the Documentation; (d) compliance with specifications or instructions provided by the Customer; or (e) the Customer's continued use of allegedly infringing Products after receiving written notice of the alleged infringement.

19. Term and Termination

The start date and term of this Agreement is specified in the Order Form.

Either Party may terminate the Agreement for material breach if such breach remains uncured for thirty (30) days following written notice. Termination shall not affect accrued rights or obligations. The Customer may terminate Subscription Services upon non-renewal in accordance with the applicable Order Form.

The Company may terminate the Agreement immediately upon written notice if:

1. the Customer materially violates export control laws;
2. the Customer infringes the Company's Intellectual Property Rights;
3. the Customer becomes insolvent, enters bankruptcy proceedings or ceases business operations.

Upon termination, (i) all licenses granted to the Customer shall terminate, (ii) the Customer shall cease use of terminated Products and Subscription Services, (iii) all outstanding fees shall become immediately due and payable to the Company and (iv) each Party shall return or destroy Confidential Information upon request, subject to legal retention obligations.

Sections intended by their nature to survive termination shall survive, including Sections concerning confidentiality, intellectual property, liability limitations, indemnities and dispute resolution.

20. Confidentiality

As used herein, "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but is not limited to, Customer Data, the Company Services, the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, business processes, and any other information expressly referenced as confidential in these GTC. However, Confidential Information shall not include any information that (i) was publicly available at the time of disclosure or that becomes publicly available other than by a breach of this provision by Receiving Party; (ii) was previously known by Receiving Party without access to the Confidential Information; (iii) Receiving Party rightfully obtains from a third party without restrictions on use and disclosure; (iv) is independently developed by Receiving Party without the use of the Confidential Information; or (v) is released from confidentiality by prior written consent of Disclosing Party.

Receiving Party shall maintain the confidential nature of the Confidential Information by taking at least the same degree of care that it uses to protect the confidentiality of its own Confidential Information from unauthorized use, access, and disclosure, but in no event less than reasonable care. Receiving Party may disclose the Confidential Information to its own employees or the employees of its Affiliates, independent contractors, or sub-contractors only on a need-to-know basis and only to the extent they are under confidentiality obligations no less stringent than those contained in this section. If Receiving Party is compelled by law, or a judicial, government, or agency order to disclose Confidential Information, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and shall comply with any applicable protective order or equivalent that applies to such disclosure.

Receiving Party shall be liable to Disclosing Party for any breach of Receiving Party’s confidentiality obligations and for any breach by any person or entity to whom Receiving Party is permitted to disclose the Confidential Information. The Parties agree that remedies at law might be inadequate to protect Disclosing Party in the event of any actual or threatened breach of the provisions of this Agreement and that Disclosing Party shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance (in each case, without the proof of actual damages), in addition to all other remedies available to Disclosing Party at law or in equity as a remedy for any such breach or threatened breach.

This section replaces and supersedes any confidentiality agreement entered into and between the Parties previously to the signature of the Agreement. The confidentiality obligations in this section shall continue to endure even after termination of the contractual relationship to the extent there is justified interest therein.

21. Data Protection

Each Party shall comply with applicable data protection laws in connection with this Agreement, including the Swiss Federal Act on Data Protection (DSG) and, where applicable, Regulation (EU) 2016/679 (GDPR). The Company's Privacy Policy, available at , describes how the Company processes personal data of the Customer's personnel. Where the Company processes personal data on behalf of the Customer as a data processor, the Parties shall enter into a Data Processing Agreement prior to such processing. The Customer is responsible for ensuring it has a lawful basis for sharing personal data with the Company.

The Customer is solely responsible for maintaining adequate backup copies of its Customer Data. The Company shall have no liability for loss, corruption or destruction of Customer Data.

22. Publicity

Unless the Customer objects in writing (e.g. email), the Company may identify the Customer as a customer of the Company and may use the Customer's name and logo in customer lists, investor materials, presentations, websites and marketing materials. Any detailed case study, testimonial or press release referring specifically to Customer shall require Customer's prior written approval.

23. Force majeure

Neither Party shall be liable for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, export restrictions, shortages of materials, transportation disruptions, cyberattacks or utility failures.

24. Miscellaneous

The Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements (oral or written) relating to its subject matter.

No failure or delay in exercising a right shall constitute a waiver.

If any provision of the Agreement is held invalid, illegal or unenforceable in any jurisdiction, then such provision will, as to such jurisdiction, be ineffective to the extent of the invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions. In this case, the Parties undertake to immediately replace the invalid provision with a valid provision which best reflects the original intention in terms of its content. In no event will the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction invalidate such provision with respect to any other jurisdiction.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after dispatch by nationally recognized overnight courier; (c) on the day of transmission if sent by email with written confirmation of receipt; or (d) three (3) business days after deposit in the post with postage prepaid. Notices shall be addressed to the relevant Party at the address set forth in the applicable Order Form, or such other address as a Party designates in writing.

The Company may amend these T&Cs by providing written notice to the Customer at least thirty (30) days prior to the effective date of amendment. For existing orders, amendments shall take effect at the commencement of the next renewal period. If any amendment materially and adversely affects the Customer's rights, the Customer may terminate the affected Subscription Services by written notice within thirty (30) days of receiving the amendment notice, effective at the end of the then-current subscription term, with no further obligations on either Party.

The Agreement may be executed in counterparts and by electronic signature. Amendments to the Agreement must be in writing and signed by authorized representatives of both Parties.

The Customer may not assign or transfer the Agreement without the Company's prior written consent. The Company may assign the Agreement to an Affiliate or in connection with a merger, acquisition, financing transaction, corporate reorganization or sale of substantially all assets.

The contractual relationship between the Company and the Customer, including the Agreement, is governed by the laws of Switzerland, under the exclusion of its conflict of law provisions and any national or international treaties or agreements legally valid at the time of entry into force of the Agreement or a dispute (e.g., United Nations Convention on Contracts for the International Sale of Goods (CISG) or the Hague Convention on Purchases).

All disputes arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the state courts of the Canton of Zurich, Switzerland, venue being Zurich 1.