General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts and business relationships between W89 GmbH, Zugerstrasse 6, 6330 Cham, Switzerland (hereinafter "W89") and its clients (hereinafter "Client") in connection with advisory services in the areas of Business & Tech Advisory and Software Strategy.

1.2 Deviating or supplementary terms of the Client are only recognised if W89 has expressly agreed to them in writing. The Client's general terms and conditions shall not apply, even if W89 does not expressly object to them.

1.3 These GTC apply in their current version at any time. W89 reserves the right to amend these GTC at any time. Changes will be communicated to the Client in writing (including email) and are deemed approved if the Client does not object in writing within 30 days.

2. Services

2.1 W89 provides advisory services in the areas of Business & Tech Advisory and Software Strategy. The nature, scope, and timeline of services are defined in separate proposals, contracts, or order confirmations (hereinafter "Individual Contract").

2.2 W89 performs all services — including in the area of Strategic Capital — to the best of its knowledge and in accordance with recognised professional standards. These are without exception obligations of means (duty of care), not guarantees of results, unless otherwise expressly agreed in the Individual Contract.

2.3 W89 is entitled to engage qualified third parties (subcontractors) for service delivery. W89 remains responsible to the Client for the proper performance of services and is liable for the fault of engaged third parties as for its own fault.

2.4 Changes to the scope of services after contract conclusion require a written agreement (Change Request). Additional effort resulting from change requests by the Client shall be invoiced at the agreed hourly or daily rates.

2.5 W89 relies on the accuracy and completeness of the information, data, and documents provided by the Client. W89 is not obliged to verify the accuracy or completeness of information provided by the Client. To the extent permitted by law, W89 assumes no liability for results, recommendations, or Deliverables based on incorrect, incomplete, or misleading Client information.

2.6 Recommendations by W89 regarding third-party providers, software, tools, or other third-party products and services are provided without warranty. W89 assumes no liability for the quality, availability, security, or suitability of third-party services. The Client is solely responsible for the selection and use of such third-party services.

3. Client Obligations

3.1 The Client shall provide W89 with all information, documents, data, and access required for service delivery in a timely manner. The Client warrants the accuracy and completeness of the information provided.

3.2 The Client shall designate a contact person authorised to receive information, issue instructions, and accept deliverables.

3.3 Delays resulting from missing, incomplete, or late cooperation by the Client shall not be attributable to W89. In such cases, agreed deadlines shall be extended accordingly. The Client's obligation to pay fees remains unaffected; fee reductions are excluded.

4. Fees and Payment Terms

4.1 Fees are determined by the respective Individual Contract. Unless otherwise agreed, billing is based on actual time spent at the agreed hourly or daily rates.

4.2 All prices are in Swiss Francs (CHF) and exclusive of the applicable value-added tax (VAT), if applicable.

4.3 Invoices are payable within 10 days of the invoice date without deduction. The invoice date constitutes the due date. The Client may not set off counterclaims or exercise rights of retention unless the underlying counterclaim is undisputed or has been established by final court judgment.

4.4 In the event of late payment, W89 is entitled to charge default interest of 5% per annum without further notice. In addition, W89 may suspend the provision of further services until all outstanding amounts have been paid in full.

4.5 W89 is entitled to request reasonable advance payments or instalments, in particular for larger project scopes.

4.6 Expenses and out-of-pocket costs (travel, accommodation, materials, etc.) are invoiced separately at actual cost or as agreed in advance.

5. Confidentiality

5.1 Both parties undertake to treat all confidential information of the other party obtained in the course of the collaboration as strictly confidential and neither to make it accessible to third parties nor to use it for any other purpose. Confidential information includes in particular: trade secrets, technical information, strategic plans, financial data, and all information marked as "confidential".

5.2 This confidentiality obligation does not apply to information that: (a) was already publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) was demonstrably already lawfully known to the receiving party; (c) was received from an authorised third party without a confidentiality obligation; (d) was independently developed by the receiving party; or (e) must be disclosed due to a legal obligation, regulatory order, or court order, provided the disclosing party promptly notifies the other party in advance to the extent legally permissible.

5.3 The confidentiality obligation shall survive the termination of the contract for a period of five (5) years.

6. Intellectual Property

6.1 Pre-existing intellectual property (Background IP) of each party remains with the respective party. Nothing in these GTC effects a transfer of Background IP.

6.2 Work products created specifically for the Client in the course of the engagement (reports, analyses, client-specific concepts, presentations — hereinafter "Deliverables") transfer to the Client upon full payment of the agreed fees.

6.3 Expressly excluded from the transfer pursuant to Section 6.2 are: general methods, frameworks, tools, templates, libraries, and generic know-how of W89 (hereinafter "W89 IP"). W89 retains all rights to W89 IP. To the extent Deliverables contain W89 IP, W89 grants the Client a non-exclusive, perpetual, non-transferable licence to use the relevant components of W89 IP, limited to the purpose of using the Deliverables.

6.4 W89 is entitled to name the Client as a reference (name and general description of the project) unless the Client objects in writing within 14 days of the relevant notification.

7. Liability

7.1 W89 is liable for direct damages demonstrably caused by gross negligence or wilful misconduct of W89 or its agents. Liability for slight negligence is excluded to the extent permitted by law.

7.2 The total liability of W89 under any Individual Contract is in any event limited in amount to the sum of fees actually paid under the relevant Individual Contract, but in no case more than CHF 500,000 (five hundred thousand Swiss Francs).

7.3 W89 is not liable for indirect damages, consequential damages, lost profits, lost savings, reputational damage, or data loss, regardless of the basis of the claim.

7.4 The Client is solely responsible for the implementation and execution of recommendations, strategies, and concepts. W89 assumes no liability for the economic, technical, or other results of such implementations.

7.5 Claims for damages by the Client shall become time-barred 12 months after knowledge of the damage, but in any event no later than 3 years after the event causing the damage.

7.6 W89 shall not be liable for regulatory, tax, legal, or other governmental consequences arising from the Client's implementation of recommendations, strategies, or concepts. The Client is solely responsible for obtaining the necessary legal, tax, and regulatory advice prior to implementation.

7.7 The Client shall indemnify and hold harmless W89, its officers, employees, and agents from and against all third-party claims arising out of or in connection with the Client's use, implementation, or distribution of Deliverables, recommendations, strategies, or concepts. This includes in particular the assumption of reasonable costs of legal defence.

7.8 To the extent permitted by law, all services of W89 are provided "as is". W89 disclaims all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, economic success, or the achievement of specific results. This exclusion does not apply in cases of wilful misconduct or gross negligence.

7.9 The liability cap pursuant to Section 7.2 applies cumulatively to all claims of the Client arising from an Individual Contract, regardless of the number of damage-causing events or bases of claim.

8. Force Majeure

8.1 Neither party shall be liable for non-performance or delayed performance of its contractual obligations to the extent that non-performance is attributable to circumstances beyond its reasonable control (force majeure). Force majeure includes in particular: natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government measures, embargoes, sanctions, strikes, lockouts, large-scale cyberattacks, failures of critical infrastructure (internet, power, telecommunications), changes in legislation or regulation, failure of AI systems or cloud services, supply chain disruptions, and comparable events.

8.2 The affected party shall promptly notify the other party of the occurrence and expected duration of the impediment. Contractual deadlines shall be extended by the duration of the impediment.

8.3 If the force majeure event continues for more than 90 consecutive days, either party shall be entitled to terminate the affected Individual Contract with immediate effect in writing. Services already rendered shall be remunerated.

9. Term and Termination

9.1 The contract term is determined by the respective Individual Contract.

9.2 Either party may terminate the contract at any time for cause without notice. Cause exists in particular if: (a) a party fails to fulfil material contractual obligations despite a written reminder and a grace period of at least 15 days; (b) insolvency proceedings are opened against a party's assets or the opening is rejected for lack of assets; (c) a party ceases payments.

9.3 For ordinary termination (where provided in the Individual Contract), the notice period is 30 days to the end of the month, unless otherwise agreed in the Individual Contract.

9.4 In the event of early termination, services rendered up to the date of termination shall be remunerated in full. Advance payments made shall be offset on a pro rata basis.

9.5 The provisions on Confidentiality (Section 5), Intellectual Property (Section 6), Liability (Section 7), and Final Provisions (Section 13) shall survive termination of the contract.

10. Data Protection

10.1 The parties shall comply with applicable data protection regulations, in particular the Swiss Federal Act on Data Protection (revDSG/nFADP) and, where applicable, the GDPR.

10.2 Where W89 processes personal data on behalf of the Client, the parties shall conclude a separate data processing agreement. The Client remains the controller within the meaning of applicable data protection law.

10.3 Details on the processing of personal data by W89 as controller can be found in the W89 Privacy Policy at w89.ch.

11. Strategic Capital

11.1 In the area of Strategic Capital, W89 makes its own strategic equity investments (direct investments) in companies and projects. This activity does not constitute investment advice, asset management, or any other regulated financial service within the meaning of the Swiss Financial Services Act (FinSA/FIDLEG).

11.2 W89 is not a licensed financial service provider within the meaning of FinSA/FIDLEG and is not subject to supervision by the Swiss Financial Market Supervisory Authority (FINMA).

11.3 W89 does not provide clients with recommendations to buy, sell, or hold financial instruments. Information, analyses, or assessments in connection with Strategic Capital serve exclusively to describe W89's own investment activity and do not constitute an offer or solicitation to acquire or dispose of equity interests.

11.4 Past results and performance are not a reliable indicator of future results.

12. Severability

Should individual provisions of these GTC be or become wholly or partially invalid, unenforceable, or void, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely achieves the economic purpose of the invalid provision. The same applies to any gaps in the contract.

13. Final Provisions

13.1 Amendments and additions to these GTC and to Individual Contracts require written form. No oral side agreements exist. The written form requirement can itself only be waived in writing.

13.2 The Client may not assign or transfer rights and obligations under the contract to third parties without the prior written consent of W89.

13.3 Substantive Swiss law applies, excluding conflict of laws provisions (PILA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.4 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and Individual Contracts is Zug, Switzerland. However, W89 is entitled to sue the Client at the Client's domicile. Mandatory places of jurisdiction remain reserved.

13.5 These GTC, together with the respective Individual Contract, constitute the entire agreement between the parties with respect to the subject matter of the contract and supersede all prior oral or written arrangements, representations, and agreements (Entire Agreement Clause).

13.6 The failure of a party to exercise or enforce any right under these GTC or an Individual Contract shall not constitute a waiver of such right. A waiver is only effective if expressly declared in writing.

As of: February 2026