General Terms and Conditions

Introduction

These General Terms and Conditions set out the general legal terms which supplement the respective service agreement of LAWCONSULT AG and form a single unit with it. The General Part (A) applies to all modules. The Special Part (B) governs in-house legal services against a monthly retainer (Module 1), the assumption of board of directors mandates (Module 2) and consulting services on an hourly basis (Module 3). The Final Provisions (C) again apply to all modules.

A. General Part

Art. 1: Scope of Application and Contractual Documents

1.1 These General Terms and Conditions (hereinafter "GTC") govern the cooperation between LAWCONSULT AG, Morgartenstrasse 9, 6003 Lucerne, Switzerland (hereinafter "Service Provider"), and its clients (hereinafter "Client"). In the case of board of directors mandates (Module 2), the Client is the company (hereinafter "Company") to whose board of directors the Service Provider delegates a person (hereinafter "Mandate Holder"). References to persons apply to all genders.

1.2 The respective service agreement and these GTC together constitute the agreement (hereinafter "Agreement"). The version of the GTC in force at the time the service agreement is signed and attached to it shall apply, subject to Art. 20.2.

1.3 In the event of any inconsistency, the service agreement shall prevail over these GTC. The Client's general terms and conditions shall not apply. The provisions of the Special Part (B) prevail over those of the General Part (A).

1.4 Unless otherwise provided in the Agreement, the provisions of the Swiss Code of Obligations (CO) shall apply.

Art. 2: Services, Involvement of Third Parties and Memoranda

2.1 The scope and focus of the services and the responsible person (consultant or Mandate Holder) are set out in the service agreement. The Service Provider is free to act for other clients as well, subject to the capacity reserved under Module 1.

2.2 The Service Provider shall in principle determine the place, time and manner of performance itself, taking into account the business needs of the Client.

2.3 The Service Provider is entitled to involve its own employees, affiliated companies and professionally qualified third parties and to delegate tasks to them (Art. 398 para. 3 CO). With regard to third parties involved, it shall only be liable for due care in their selection and instruction (Art. 399 para. 2 CO). Third parties invoicing separately shall only be involved after prior consultation with the Client.

2.4 At the Client's request, the Service Provider prepares memoranda, legal opinions, expert opinions and other written assessments (hereinafter "Memoranda") in all modules. These are based on the facts communicated and the documents provided by the Client, which the Service Provider does not verify, and on the legal situation as at the date of the Memorandum. There is no obligation to update them subsequently. Authorities and courts may deviate from the assessment.

2.5 Memoranda are intended solely for the Client. Their disclosure to third parties or any reliance on them by third parties requires the prior written consent of the Service Provider; the Service Provider assumes no liability towards third parties. Tax consequences are only taken into account to the extent expressly agreed (Art. 9).

2.6 Memoranda are invoiced within the hour allowance under Module 1, as additional services pursuant to Art. 13.3 under Module 2 and on a time-spent basis under Module 3. Under Module 2, the Service Provider prepares Memoranda as adviser to the Company and not in the exercise of the Mandate Holder's function as a corporate body.

Art. 3: Invoicing, Payment and Value Added Tax

3.1 Invoices are payable without deduction within 30 days of the invoice date. Upon expiry of the payment period, the Client is in default without reminder and owes default interest of 5 percent (Art. 102 para. 2 and Art. 104 CO).

3.2 An invoice is deemed approved unless a written and reasoned objection is received by the Service Provider within 20 days of receipt.

3.3 In the event of default in payment, the Service Provider may, after prior notice in text form, withhold its services until payment is made. Urgent or time-bound matters remain reserved; the Mandate Holder's duties arising from his position as a corporate body remain unaffected.

3.4 All remuneration is exclusive of value added tax, which is charged in addition at the applicable rate. Services to recipients domiciled abroad are, as a rule, not subject to Swiss value added tax under the place-of-recipient principle (Art. 8 para. 1 VAT Act).

3.5 Travel costs and other outlays are invoiced at cost upon presentation of receipts.

3.6 Several Clients are jointly and severally liable for all claims arising from the Agreement. The Client may only set off claims that have been acknowledged or established by a final judgment.

Art. 4: Client's Obligation to Cooperate

4.1 The Client provides the Service Provider in good time with all information and documents necessary for the provision of the services and informs it of all relevant events and circumstances.

4.2 If the Client fails to fulfil its obligation to cooperate, it bears the resulting consequences such as additional work or delays.

4.3 Upon request, the Client confirms the completeness and accuracy of the information and documents provided.

Art. 5: Confidentiality

5.1 The Service Provider treats all information about the Client and its business activities confidentially. It only discloses such information to persons involved pursuant to Art. 2.3 who are themselves bound by confidentiality, or to other third parties with the Client's prior written consent.

5.2 The obligation of confidentiality does not apply to information that is publicly known, has been lawfully obtained from third parties or must be disclosed pursuant to legal provisions or official orders.

5.3 The obligation of confidentiality applies for the term of the Agreement and for five years after its termination. Statutory duties of confidentiality and those arising from a position as a corporate body, in particular those of the Mandate Holder, apply without time limit.

5.4 The Service Provider may name the Client as a reference without disclosing the content of the mandate. The Client may object to this in writing at any time with effect for the future.

Art. 6: Documents and Retention

6.1 Upon termination of the Agreement, the Service Provider returns the Client's original documents to the Client.

6.2 The Service Provider and the Mandate Holder may retain copies of mandate-related documents for documentation purposes, to protect their own claims and to comply with statutory retention obligations. The files are retained for ten years after termination of the Agreement and then destroyed or deleted.

Art. 7: Data Protection

7.1 The Service Provider processes personal data of the Client, its employees and other data subjects as controller under the Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR). It processes such data to perform the Agreement and comply with legal obligations and to protect its own claims.

7.2 The Service Provider may disclose personal data to the extent necessary to persons involved pursuant to Art. 2.3 and to IT, hosting and e-mail service providers. These may also process personal data outside Switzerland, in particular in Germany and the USA. Disclosure abroad is based on an adequacy decision of the Federal Council or on appropriate safeguards such as standard data protection clauses.

7.3 The Client ensures that it discloses personal data of third parties to the Service Provider lawfully and informs the data subjects where necessary.

7.4 Where the Service Provider processes personal data on behalf of the Client (Art. 9 FADP), in particular as part of ongoing legal functions under Module 1, the parties shall conclude a data processing agreement upon request.

7.5 With regard to the rights of data subjects, data security and the point of contact (datenschutz@lawconsult.ch), the Service Provider's Privacy Policy (lawconsult.ch/datenschutz/) applies mutatis mutandis.

Art. 8: Due Care and Liability

8.1 The Service Provider renders its services with due care. It does not owe any specific result or success.

8.2 To the extent permitted by law, the Service Provider's liability for slight negligence, including that of its auxiliary persons, is excluded; Art. 2.3 applies to third parties involved. For ordinary negligence, liability is limited to the amount of remuneration invoiced and paid in the mandate concerned. Liability for intent and gross negligence remains reserved (Art. 100 para. 1 CO).

8.3 If a service is defective, the Service Provider shall first have the right to remedy it.

8.4 The activities of the Mandate Holder in his function as a corporate body are governed by Art. 15 and the statutory provisions. Additional services of the Service Provider under Module 2, in particular Memoranda, are governed by this Art. 8.

Art. 9: Tax Aspects

9.1 The Service Provider does not provide tax advice unless this is expressly listed as part of the scope of services in the service agreement. Otherwise, tax consequences of the legal issues and facts dealt with are not taken into account.

9.2 The Client is itself responsible for having the tax consequences of the topics and measures dealt with reviewed by experts such as tax advisers or auditors.

9.3 Unless tax advice has been agreed, the Service Provider is, to the extent permitted by law, not liable for adverse tax consequences, in particular in the areas of income, profit, wealth, capital, real estate gains, gift and inheritance taxes, withholding tax, value added tax and stamp duties.

9.4 Unless tax advice has been agreed, the Client indemnifies the Service Provider and the Mandate Holder against claims, damages and costs arising from the failure to obtain a tax review and provides appropriate security for this upon first demand.

B. Special Part

Module 1: In-House Legal (Monthly Retainer)

Art. 10: Legal Nature and Content of the Services

10.1 Under Module 1, the Service Provider assumes the function of an external legal department (in-house legal) for the Client. The Agreement is a mixed contract sui generis (innominate contract). It combines ongoing legal advice with (a) the exclusive reservation of capacity and availability for the Client (standby and reservation service), (b) familiarisation with the Client's organisation, contract portfolio and processes, and (c) ongoing legal functions such as contract management, deadline monitoring and compliance monitoring in accordance with the service agreement.

10.2 The parties record that the standby and reservation service is an essential and independent element of the Agreement. The Service Provider aligns its capacity planning accordingly and refrains from accepting other mandates to the extent of the reserved capacity. The minimum term, notice period and compensation pursuant to Art. 12 constitute the counterpart to this.

10.3 The Service Provider renders the services as an independent contractor in its own name and for its own account. The persons deployed are exclusively employed by the Service Provider or act as its officers; the Service Provider alone exercises the right to issue instructions and personnel authority and bears all employer obligations, in particular salary and social security contributions. The persons deployed are not integrated into the Client's work organisation and are not subject to the Client's right to issue instructions. The Client shall issue instructions exclusively to the Service Provider and only with regard to the content of the mandate (Art. 397 CO).

10.4 The parties expressly exclude the creation of an employment relationship between the Client and the persons deployed or of a hiring-out of staff within the meaning of the Federal Act on Recruitment and the Hiring of Services (Recruitment Act, AVG). The term "in-house legal" describes solely the function of the services. The provision of infrastructure by the Client, such as a workplace, an e-mail address or system access, does not change this; externally, the persons deployed act as representatives of the Service Provider.

10.5 The Service Provider is independent in its professional judgement.

10.6 The reserved capacity (hour allowance) and the response time are set out in the service agreement. The hour allowance is calculated as an average per calendar quarter. Hours not used expire at the end of the quarter; they are neither carried forward nor reimbursed.

Art. 11: Remuneration

11.1 The monthly retainer pursuant to the service agreement is the consideration for the standby and reservation service and for the services within the hour allowance. It is invoiced monthly in advance and is owed irrespective of actual use; monthly retainers paid are not refunded.

11.2 If the time spent exceeds the hour allowance of a quarter by up to 10 percent, the Service Provider may invoice the additional hours at the hourly rate pursuant to the service agreement without prior consultation. Any further additional hours shall only be rendered after prior agreement in text form (e-mail being sufficient) and invoiced at the same hourly rate.

11.3 If no agreement pursuant to Art. 11.2 is reached, the Service Provider may, after prior notice in text form, defer further services until the end of the quarter. It shall in any event attend to urgent or time-bound matters.

11.4 Additional hours are invoiced quarterly.

Art. 12: Term and Termination

12.1 The Agreement has a minimum term of twelve months from its entry into force. It may be terminated in writing by either party subject to a notice period of six months to the end of a month, at the earliest to the end of the minimum term.

12.2 If the Client terminates the Agreement in disregard of the minimum term or the notice period, the monthly retainer remains owed until the date on which the Agreement could have been terminated in the ordinary manner.

12.3 Should Art. 404 CO be mandatorily applicable to this Agreement, a termination by the Client before the ordinary termination date pursuant to Art. 12.1 shall be deemed a termination at an inopportune time (Art. 404 para. 2 CO). In this case, Art. 12.2 shall be replaced by compensation as liquidated damages for the loss resulting from the reservation of capacity and the forgoing of other mandates. The compensation amounts to six monthly retainers in the event of termination in the first contract year and three monthly retainers thereafter, but no more than the sum of the monthly retainers up to the ordinary termination date. The right to prove higher damages remains reserved.

12.4 The right of either party to terminate for good cause remains reserved. If the Client terminates the Agreement for good cause attributable to the Service Provider, no compensation pursuant to Art. 12.2 or 12.3 is owed.

Module 2: Board of Directors Mandates

Art. 13: Remuneration

13.1 The Company compensates the Service Provider for the delegation of the Mandate Holder with an annual fee pursuant to the service agreement. It is invoiced pro rata at the end of each calendar quarter; if the mandate begins or ends during a calendar year, it is owed pro rata.

13.2 The annual fee covers the preparation for and attendance at meetings of the board of directors and its committees as well as mandate-related correspondence and coordination within the time budget pursuant to the service agreement.

13.3 Time spent in excess of the time budget and additional services such as Memoranda are invoiced monthly at the hourly rate pursuant to the service agreement, provided that the Company has ordered them or confirmed them in advance in text form. Such order or confirmation is given in accordance with the Company's signing authority or by the Company's contact person named in the service agreement; the Mandate Holder does not participate in this.

13.4 All remuneration arising from the mandate shall be paid exclusively to the Service Provider. The Mandate Holder has no remuneration claim of his own against the Company. The Service Provider settles any social security contributions on the remuneration.

13.5 Expenses are reimbursed at cost upon presentation of receipts.

Art. 14: Position, Duties and Rights of the Mandate Holder

14.1 The Mandate Holder exercises the mandate personally, with due care and in good faith, and safeguards the interests of the Company (Art. 717 CO). He is independent in the exercise of his function as a corporate body; to that extent, the Service Provider has no right to issue instructions to him.

14.2 The Mandate Holder's fiduciary duty and duty of confidentiality as a corporate body take precedence over all his duties towards the Service Provider. He discloses information of the Company to the Service Provider only to the extent necessary for the performance of the Agreement, invoicing or the protection of his own claims.

14.3 The Company ensures the registration of the Mandate Holder in the commercial register with collective signature by two and grants him access to all information and documents required for the exercise of the mandate (Art. 715a CO).

14.4 The Service Provider and the Mandate Holder comply with the lawful resolutions of the general meeting and the board of directors.

Art. 15: Liability and Insurance

15.1 To the extent permitted by law, the Company indemnifies the Service Provider and the Mandate Holder against claims of third parties in connection with the mandate, except in the event of an intentional or grossly negligent breach of duty by the Mandate Holder. The Mandate Holder may assert the rights under this Art. 15 independently (Art. 112 para. 2 CO).

15.2 In the event of an impending liability claim, the Service Provider and the Mandate Holder are entitled to inspect and obtain the relevant business records and to an appropriate cost guarantee or security for defence costs.

15.3 The Company takes out directors' and officers' liability insurance (D&O insurance) for the benefit of the Mandate Holder with the minimum cover specified in the service agreement and maintains it for the duration of the mandate and an appropriate run-off period. If the insurance has not been taken out within 90 days of the election, the Mandate Holder may take it out at the Company's expense.

Art. 16: Obligations of the Company

16.1 The Company ensures sufficient liquidity and takes timely restructuring measures in the event of financial difficulties.

16.2 If the Company fails to comply with these obligations after an unsuccessful reminder, the Mandate Holder is entitled to resign from his mandate with immediate effect. The mandatory statutory duties of the board of directors in the event of impending insolvency, capital loss and over-indebtedness (Art. 725 et seq. CO) remain reserved.

Art. 17: Commencement and Termination

17.1 The Agreement enters into force upon signature; the mandate begins with the valid election of the Mandate Holder. If the election does not take place within six months, the Agreement terminates; services rendered until then are remunerated at the hourly rate pursuant to the service agreement.

17.2 Either party may terminate the Agreement in writing subject to a notice period of six months to the end of a month. The Mandate Holder resigns as a member of the board of directors with effect from the end of the notice period.

17.3 The general meeting may remove the Mandate Holder at any time (Art. 705 para. 1 CO), and the Mandate Holder may resign at any time; in these cases, the Agreement also terminates. Claims for compensation remain reserved (Art. 705 para. 2 CO): if the Mandate Holder is removed or not re-elected without good cause before the Agreement would have ended in the ordinary manner pursuant to Art. 17.2, the Company owes the remuneration pursuant to Art. 13.1, including any committee fee, pro rata until the earliest date on which the Agreement could have been terminated in the ordinary manner. A resignation at an inopportune time gives rise to liability for damages.

17.4 The Company shall file the Mandate Holder's departure for deletion from the commercial register without delay. If it fails to do so, the Mandate Holder may file the deletion himself (Art. 938b CO).

Module 3: Consulting Services on an Hourly Basis

Art. 18: Remuneration, Advance Payment and Termination

18.1 Under Module 3, the time spent is invoiced at the hourly rate pursuant to the service agreement, upon completion of the services or periodically, as a rule monthly.

18.2 Cost estimates by the Service Provider are non-binding unless expressly designated as binding, since the time required cannot be reliably assessed in advance.

18.3 The Service Provider may make the commencement or continuation of its activities conditional upon an appropriate advance payment and may request further advance payments. Advance payments are set off against the final invoice; any surplus is refunded.

18.4 Either party may terminate the Agreement under Module 3 in writing subject to a notice period of 30 days; Art. 404 CO remains reserved. The remuneration for the services rendered up to termination is owed; unused advance payments are refunded.

C. Final Provisions

Art. 19: Precedence, Severability, Governing Law and Jurisdiction

19.1 The Agreement supersedes all prior agreements between the parties on the same subject matter. Amendments and additions must be made in writing; where these GTC provide for text form, e-mail is sufficient. Art. 20.2 remains reserved.

19.2 Should individual provisions be invalid or unenforceable, the remaining provisions shall remain valid. The invalid provision shall be replaced by a valid provision that comes as close as possible to its economic purpose; this applies in particular to Art. 12.

19.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement is Lucerne. The Service Provider is also entitled to bring proceedings against the Client at its registered office or domicile.

19.4 The Agreement is governed by Swiss law, excluding its conflict of laws rules.

19.5 These GTC and the service agreements are drawn up in German and English. In the event of discrepancies, the German version shall prevail.

Art. 20: Amendments and Status of these GTC

20.1 The current version of these GTC can be accessed, saved and printed at lawconsult.ch/en/gtc/.

20.2 The Service Provider may amend these GTC, in particular in the event of changes in the law or in its processes. Amendments are notified to the Client in text form at least 30 days before they enter into force and are deemed approved for existing agreements unless the Client objects before they enter into force. If the Client objects, the previous GTC continue to apply to it.

20.3 These GTC are dated October 2026 and bear the version number 5 (V5).