Valid for the companies of the ppmc group:

ppmc analytics ag

Industriestrasse 56

9491 Ruggell

Fürstentum Liechtenstein

ppmc Swiss AG

c/o steuerpartner ag

Vadianstrasse 44

9000 St. Gallen

Switzerland

ppmc Austria GmbH

Pfister 1267

6863 Egg
Österreich

§ 1 General Principles / Scope of Application

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor. The version in force at the time the contract is concluded shall be authoritative.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referenced in supplementary agreements.

1.3 Conflicting General Terms and Conditions of the Client shall be invalid unless they are expressly acknowledged in writing by the Contractor.

1.4 Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

1.5 These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of the applicable statutory provisions.

§ 2 Scope of the Service Agreement

2.1 The scope of a specific service assignment shall be agreed upon contractually in each individual case.

2.2 The Contractor is entitled to have the tasks assigned to it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor. No direct contractual relationship shall arise between the third party and the Client.

2.3 The Client undertakes, during and until the expiry of three years after the termination of this contractual relationship, not to enter into any business relationship with persons or companies used by the Contractor to fulfil its contractual obligations. In particular, the Client shall not commission such persons and companies to provide the same or similar services as those also offered by the Contractor.

§ 3 Cooperation Obligations of the Client

3.1 The Client shall ensure that the organisational framework conditions at its registered office allow for undisturbed work that promotes the rapid progress of the service process.

3.2 The Client shall inform the Contractor of previously performed or ongoing services to the extent that these are relevant to the project.

3.3 The Client shall provide all documents, information and data necessary for the execution of the service assignment in a timely manner.

3.4 The Client shall inform its employees and, where applicable, existing employee representative bodies in a timely manner about the activities of the Contractor.

§ 4 Project Delays Due to Lack of Cooperation

4.1 If the Client fails to fulfil its cooperation obligations in full or in a timely manner, agreed service deadlines shall be extended accordingly.

4.2 The Contractor is entitled to charge separately for any additional expense incurred as a result of the delay.

4.3 Delays due to lack of cooperation shall not constitute a default on the part of the Contractor.

§ 5 Safeguarding Independence / Non-Solicitation

5.1 The contracting parties commit to mutual loyalty.

5.2 The contracting parties shall take all precautions suited to safeguard the independence of the Contractor's employees and engaged third parties.

5.3 The Client undertakes not to solicit or employ, directly or indirectly, any employees or freelancers of the Contractor during the term of the service agreement and for a period of 12 months after its termination. In the event of a breach, the Client undertakes to pay liquidated damages equivalent to one year's gross salary of the employee concerned or a corresponding market-standard annual remuneration. The assertion of further claims for damages shall remain unaffected.



§ 6 Changes to Services / Change Requests

6.1 Changes or extensions to the agreed scope of services require a separate agreement between the Client and the Contractor.

6.2 The Contractor shall inform the Client about the impact on the schedule, resources and costs.

6.3 Additional effort may be charged separately.

§ 7 Reporting / Execution

7.1 The Contractor undertakes to report regularly on the progress of the work.

7.2 If a final report has been agreed, it shall be submitted promptly after project completion.

7.3 The Contractor is free from instructions in the execution of its activities and acts on its own responsibility. It is not bound to a specific place of work or specific working hours.

§ 8 Protection of Intellectual Property

8.1 The copyrights in the works created by the Contractor (in particular analyses, reports, concepts, programs, models or documentation) remain with the Contractor.

8.2 The Client receives a non-exclusive right of use to the work results to the extent necessary for use for the agreed contractual purpose.

8.3 Any transfer or reproduction of the work results requires the written consent of the Contractor.

8.4 Excluded from this are consulting and implementation services performed individually for the Client, in particular work in connection with third-party software solutions such as QlikTech.

8.5 All underlying methods, frameworks, models, templates, algorithms and other generic know-how remain with the Contractor.

8.6 The Contractor is entitled to use general project experience, methods and best practices from projects for other clients, provided that no confidential information of the Client is disclosed in the process.

§ 9 Use of Data / AI

9.1 The Contractor may use statistical methods, data analyses, machine learning models and automated analysis procedures as part of its services.

9.2 The data provided by the Client remains the property of the Client.

9.3 The Contractor is entitled to use anonymised and aggregated findings to improve its methods.

9.4 Analyses or forecasts do not constitute a guarantee of economic results.

§ 10 Data Backup / Data Responsibility

10.1 The Client is responsible for the proper backup of its data.

10.2 The Contractor shall not be liable for data loss that could have been avoided with proper data backup.

§ 11 Software / Platforms

11.1 Software solutions or cloud services from third-party providers may be used within the scope of projects.

11.2 For such systems, the licence conditions of the respective providers shall additionally apply.

11.3 The Contractor shall not be liable for failures or restrictions of such systems.

§ 12 Warranty

12.1 The Contractor is obligated to remedy any defects in its services that become known.

12.2 This right of the Client expires six months after the respective service has been rendered.

§ 13 Liability / Damages

13.1 The Contractor shall be liable to the Client for damages – excluding personal injury – only in cases of gross fault (intent or gross negligence). This shall apply by analogy to damages attributable to third parties engaged by the Contractor.

13.2 Claims for damages by the Client may only be asserted in court within six months of knowledge of the damage and the party causing it, but at the latest within three years of the event giving rise to the claim.

13.3 The Client shall be required to prove that the damage is attributable to fault on the part of the Contractor.

13.4 The Contractor's total liability arising from an assignment is – to the extent permitted by law – limited to the total value of the respective project.

§ 14 Confidentiality / Data Protection

14.1 The Contractor undertakes to maintain strict confidentiality regarding all information received in the course of the cooperation.

14.2 This obligation applies in particular to trade and business secrets as well as all data of the Client.

14.3 The Contractor is released from the confidentiality obligation with respect to any assistants and deputies it employs. However, it must fully impose the confidentiality obligation on them and shall be liable for their breach of the confidentiality obligation as for its own breach.

14.4 The confidentiality obligation shall continue to apply beyond the end of the contractual relationship.

14.5 The Contractor is entitled to process personal data within the framework of applicable data protection laws.

§ 15 Fees / Payment Terms

15.1 The Contractor shall receive the agreed fee in accordance with the respective project agreement.

15.2 The Contractor is entitled to issue interim invoices corresponding to the progress of work and to demand advance payments.

15.3 Invoices are to be settled within 14 days net from the invoice date.

15.4 Travel, expense and other costs shall be invoiced separately.

15.5 If the execution of the agreed work is omitted for reasons attributable to the Client, the Contractor retains the right to the agreed fee less saved expenses.

15.6 In the event of non-payment of interim invoices, the Contractor is released from its obligation to provide further services. The assertion of further claims resulting from non-payment shall remain unaffected.

§ 16 Contract Duration

16.1 This contract shall generally end upon completion of the project.

16.2 The contract may be terminated by either party at any time for good cause without notice.

§ 17 Reference Use

17.1 After completion of a project, the Contractor is entitled to name the Client as a reference and to use its company name and logo for marketing and sales purposes (e.g. website, presentations or reference lists), unless the Client expressly objects in writing.

§ 18 Electronic Invoicing

18.1 The Contractor is entitled to transmit invoices to the Client in electronic form. The Client expressly agrees to the transmission of invoices in electronic form by the Contractor.

§ 19 Force Majeure

19.1 Events of force majeure shall release the affected party from its performance obligations for the duration of their effects.

19.2 Force majeure shall include in particular natural disasters, strikes, official measures, pandemics or serious disruptions to IT infrastructure.

§ 20 Final provisions

20.1 Amendments or additions to these GTC require written form.

20.2 No verbal side agreements exist.

20.3 The contractual relationship between the Client and the Contractor shall be governed exclusively by the law of the country in which the Contractor has its registered office.

20.4 The place of jurisdiction shall be the court with subject-matter jurisdiction at the registered office of the Contractor.