GTC

General Terms and Conditions of thingdust AG

Last amended: 19.10.2026

I. General Provisions

1. Scope of Application

thingdust AG (hereinafter the “Company”) provides services using the Internet of Things (IoT) and machine learning. The Company primarily operates a Software as a Service (SaaS) via the internet that analyses the use of office space and enables clients to optimise it. In this context, the Company leases or sells hardware through which the client’s data is stored and subsequently analysed.

These General Terms and Conditions (“GTC”) apply to all business activities of the Company, unless there are deviating written confirmations or contracts signed by the Company. Where these GTC contain no provisions, the provisions of the Swiss Code of Obligations apply on a subsidiary basis. Any general terms and conditions of the client shall – unless expressly agreed otherwise in writing – not apply.

These GTC are available in German and English. In the event of discrepancies, the German version shall prevail.

2. Conclusion of the Contract

The contract is concluded when both parties sign the contract or, where no such contract is concluded, when the client accepts the Company’s offer for the supply of products and / or services.

In any event, the contract is concluded when the client makes use of the services offered by the Company and / or orders products via the Company’s online shop or purchases them directly.

3. Prices

Unless otherwise stated, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT).

The prices are exclusive of any other applicable taxes, customs duties, packaging and shipping costs and advance recycling fees. Furthermore, the price includes only the services listed.

The Company reserves the right to change its prices at any time. The prices valid at the time the contract is concluded apply, as set out in the contract or offer or, unless otherwise agreed, in the Company’s price list.

4. Payment Terms

Unless otherwise agreed, the client is obliged to pay the invoiced amount within 30 (thirty) days of the invoice date.

If the invoice is not paid within the aforementioned payment period, the client will receive a reminder. If the client does not pay the invoice within the period set, the client shall automatically be in default. From the time of default, the client shall owe default interest of 5% (five percent) of the invoice amount.

The Company may require the client to make an advance payment of the full invoice amount or a portion thereof.

If the client is in default of payment, the Company is entitled to refuse or suspend delivery or the provision of services.

The client may not set off the invoiced amount against any claim it may have against the Company.

5. Intellectual Property Rights

All rights to the products, documentation, services, software and firmware belong exclusively and in full to the Company, or the Company is authorised by their owner to use them.

All intellectual property rights that arise or have arisen in the course of performing the contract, irrespective of whether they form the subject matter of the contract, belong to the Company in full, unconditionally and without compensation, and may be used by it for itself and for third parties. The Company is also permitted to use all rights to all ideas, concepts, know-how, methods and other input from the client, insofar as these have been incorporated into the performance of the contract or are directly related to it, in full, unconditionally and without compensation, for itself and for third parties.

Neither these GTC nor any related individual agreements provide for the transfer of any intellectual property rights, unless this is expressly agreed in writing.

Furthermore, any further use, publication or making available of information, images, texts or other material that the client receives in connection with the contractual relationship or the product is prohibited, unless expressly approved in advance by the Company.

If the client uses content, texts or images in connection with the Company in which third parties hold protective rights, the client must ensure that no third-party rights are infringed.

6. Data Protection

The Company may process and use the data recorded and stored in the course of performing the contract in order to fulfil its obligations under the contract. The Company takes the measures required to secure the data in accordance with Swiss law. The client fully consents to the storage and use of its data by the Company in accordance with the contract and is aware that, if ordered by courts or authorities, the Company is obliged and entitled to disclose information about the client to them or to third parties. Unless the client has expressly prohibited it, the Company uses and publishes data in anonymised form, among other things for marketing purposes, analyses and comparisons. The data required to perform the services may also be passed on to commissioned service partners or other third parties. Data is stored for at least 24 (twenty-four) months.

7. Termination / Consequences of Termination of Contract

The term of the contract and the options for terminating it are governed by the provisions of the contract between the client and the Company.

Both parties reserve the right to terminate the contract with immediate effect for good cause. Good cause for immediate termination exists for the Company in particular

• if the client becomes bankrupt or bankruptcy proceedings have been suspended for lack of assets;
• if the client is in default with payment obligations under the contractual relationship amounting to at least one monthly fee and has not paid despite being granted a reasonable grace period and being warned of immediate termination of the contract;
• if the client breaches the contract so seriously that the Company can no longer reasonably be expected to continue the contractual relationship. Such a serious breach of contract exists, for example, in the case of an infringement of intellectual property rights.

Upon termination of the contract, the client must return to the Company all material, hardware, documentation etc. provided for its use and irrevocably cease using the software. If the gateways and sensors are not returned to the Company in full, in good condition and in working order within 20 working days of termination of the contract, the client shall owe the Company an amount of CHF 850.00 (excl. VAT) per gateway and CHF 120.00 (excl. VAT) per sensor.

8. Liability

The Company is liable only for direct damage caused by it and only insofar as such damage was caused through gross negligence or intent. Any further liability, in particular for slight negligence, force majeure and consequential damage such as lost profits, unrealised savings, additional expenses etc., is expressly excluded. Liability for personal injury is excluded to the extent permitted by law. The Company’s liability is furthermore limited to an amount of CHF 50,000.00. The client is obliged to report any damage to the Company immediately in writing or by email.

Likewise, claims for damages for loss of investments made, for loss of data, for damage resulting from incorrect installation of the hardware by the client, for restoring the software, for downtime or other lost production or working time and for exchange rate losses are completely excluded; this applies to all claims of the client, on whatever legal grounds. Furthermore, the Company accepts no liability or responsibility for misuse of the product, in particular for monitoring the client’s employees or other persons or for generating personal data.

Insofar as the Company’s contractual liability is excluded or limited, this also applies to the personal liability of the Company’s governing bodies, employees, representatives and auxiliary persons.

The Company accepts no responsibility for the profitability of the licensed software or of the business based on it. It accepts no responsibility whatsoever that short- or long-term profits or cost savings can be achieved with the software. It is the client’s responsibility to check the use of the office premises and to monitor its compatibility with the client’s risk profile. The client uses the program at its own financial risk and responsibility.

Should the Company be held liable by a third party, including government authorities etc., for acts or omissions of the client or of persons for whom the client is responsible, the client shall indemnify the Company in full for all expenses upon first request and shall hand over to the Company, upon first request, all information and documents necessary to defend against the claim.

II. Specific Provisions on the Products (Hardware)

The client either acquires ownership of the Company’s products (hardware), in particular the sensors, which record data in accordance with the contract (purchase), or receives them for use against payment during the term of the contract (lease). The provisions in this section govern the purchase and lease of hardware and the use of the software on the hardware (firmware).

9. Provisions on the Lease of Hardware

The leased items (including any accessories) remain the property of the Company. The client is strictly prohibited from subletting or assigning the lease, or from selling, pledging or leaving the leased item to third parties. The client has no right of retention over the leased items.

The leased item may only be used by suitable and competent personnel exercising due care. The client must observe and comply with the operating instructions and safety regulations. The leased item may only be used for its intended purpose.

The client must inspect the leased items provided by the Company immediately upon handover. Claims for the remedy of defects must be asserted by the client with the Company immediately, at the latest three days after their discovery, in writing or electronically (email) against confirmation of receipt; otherwise the claim to remedy of defects, replacement or reduction is forfeited.

If defects in the leased item arise during the lease, the client must notify the Company of them immediately in writing or electronically (email) against confirmation of receipt. If the client fails to do so, it is liable for any further damage resulting from this. Repairs are carried out exclusively by the Company or by a person designated by it.

The remedy of defects caused by force majeure, extraordinary stress or wear and tear, harmful environmental influences, improper handling, theft, damage by the client or third parties, failure to observe the operating instructions or unauthorised interference by the client, a person for whom the client is responsible or third parties is not covered by the Company’s warranty and is expressly excluded.

Insofar as the defects were demonstrably not caused by the client, a person for whom the client is responsible or third parties, the repair costs are borne by the Company.

The Company decides freely and at its own discretion whether a defect is remedied by repair, replacement or a reduction of the rent.

10. Provisions on the Purchase of Hardware

The client must inspect the hardware immediately upon receipt (acceptance). Claims for the remedy of defects must be asserted by the client with the Company immediately, at the latest three days after their discovery, in writing or electronically (email) against confirmation of receipt; otherwise the claim to remedy of defects, replacement or reduction is forfeited.

If defects for which the Company is responsible are found on acceptance and do not render the delivery unusable or unreasonable for the client, the Company will remedy the defect or provide a replacement within a reasonable period after notification.

If defects for which the Company is responsible are found on acceptance that render the delivery unusable or unreasonable for the client, or if the Company was unable to remedy defects or provide a replacement within a reasonable period in accordance with the preceding clause, the client may withdraw from the contract or demand a reduction of the purchase price.

If defects for which the Company is responsible only become apparent later (hidden defects), the following warranty provisions apply. After the following warranty period has expired, any warranty, including for hidden defects, is excluded. Any liability of the Company for any further defects is excluded.

The warranty period for all products is 12 months from delivery of the products to the client. The warranty claim expires when this period ends.

For repaired parts, a warranty period of 6 months from acceptance of the repaired parts applies. For the remaining parts of the product, the original warranty period continues to run.

The client must report any defects that occur to the Company immediately in writing or electronically (email) against confirmation of receipt.

The Company is entitled to decide whether the defective product is repaired or replaced. Only if replacement or repair is not possible is the client entitled to a reduction or refund of the purchase price. All other rights in respect of defects are completely excluded. Any claim for reimbursement of the costs of third-party repairs is excluded. During the repair period, the client is not entitled to a replacement product.

The remedy of defects caused by force majeure, extraordinary stress or wear and tear, harmful environmental influences, improper handling, theft, damage by the client or third parties, failure to observe the operating instructions or unauthorised interference by the client, a person for whom the client is responsible or third parties is not covered by the Company’s warranty and is expressly excluded.

The delivered hardware remains the property of the Company until it has been paid for in full by the client. The Company is entitled to have the retention of title entered in the register of retention of title.

11. Use of the Software on the Hardware (Firmware)

The Company grants the client the right to use the firmware as intended and against payment during the term of the contract. The right of use is non-transferable and non-exclusive and is limited to the respective current functions and the scope set out in the product description. Furthermore, the client is prohibited from modifying, decompiling or disassembling the firmware or related documents or computer programs, or from creating new software from elements thereof, unless the Company has given its prior written approval. The client is also prohibited from installing or storing the firmware on data carriers of the hardware used by the client. The client is obliged to always use the current version of the firmware. Furthermore, the client is prohibited from removing or altering any copyright notices on the firmware or related documents or computer programs. The copyright in the firmware remains entirely with the Company and is not transferred to the client. The client is merely a licensee entitled to use the firmware in accordance with the contract.

III. Specific Provisions on the Use of the Platform (Software)

12. Rights to Use the Software

The Company grants the client the right to use the software via the internet (Software as a Service, SaaS) during the term of the contract, against payment and as intended. The right of use is non-transferable and non-exclusive and is limited to the respective current functions and the scope set out in the product description. The client may use the software only for the agreed number of sensors and only during the term of the contract. The client is prohibited from analysing by automated means, editing, copying, reproducing or sub-licensing the software or related documents or computer programs, or from otherwise transferring or duplicating them, or from transferring them to third parties against payment or free of charge. Furthermore, the client is prohibited from creating new software from the software and the related documents or elements thereof, unless the Company has given its prior written approval. The copyright in the software remains entirely with the Company and is not transferred to the client. The client is merely a licensee entitled to use the software in accordance with the contract.

The client must ensure that the technical and practical requirements for receiving and using the services, data and content are met on its side. If these requirements are not met, this has no effect on the conclusion and continuation of the contract between the client and the Company.

The client undertakes to provide truthful personal data as required for registration and to inform the Company of any changes to this personal data.

13. Maintenance / Support

The client accepts checks and maintenance work by the Company that may temporarily affect the availability of some or all products. When content and services of third parties are forwarded, temporary transmission delays may also occur. The Company endeavours to keep downtime as short as possible in the client’s interest. The client accepts proportionate impairments. The Company is not liable for system failures of network operators, service providers etc.

The Company does not guarantee that the services are accessible without interruption, that the desired connections can be established at all times, or that stored data remains available under all circumstances. An interruption in the accessibility of the services for the client does not give rise to claims for damages.

In all other respects, the provisions of the contract between the client and the Company apply. An extended service level agreement is not available.

14. Warranty

The Company warrants that the licensed software essentially corresponds to the product specification and can be used in accordance with the information provided. Rectification is only possible with the Company’s consent. The Company only makes modifications or rectifications to the software for the client on the basis of a separate written agreement. The client has no entitlement to any customer support or upgrade activities by the Company. If the client modifies the Company’s software in any respect, the warranty is excluded in its entirety.

IV. Final Provisions

15. Severability Clause

Should any provision of these GTC be or become wholly or partly invalid, or should there be gaps in the contract, the validity of the remainder of the contract shall not be affected. The parties shall replace the invalid or missing provision with a provision that comes as close as possible to the intended commercial purpose of the contract.

16. Confidentiality

Both parties and their auxiliary persons undertake to treat as confidential all information disclosed or obtained in connection with the services. This obligation continues to apply after the end of the contract.

17. Force Majeure

If timely performance of the contract by the Company, its suppliers or third parties engaged by it becomes impossible due to force majeure, such as natural disasters, earthquakes, volcanic eruptions, avalanches, severe weather, thunderstorms, storms, wars, unrest, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company is released from performing the affected obligations for the duration of the force majeure and a reasonable start-up period after it ends. If the force majeure lasts longer than 30 (thirty) days, the Company may withdraw from the contract. The Company shall refund to the client any remuneration already paid, less reasonable compensation for the contract term already elapsed.

Any further claims, in particular claims for damages due to force majeure, are excluded.

18. Agents and Distribution Partners

The client acknowledges that any distribution partners or agents work on their own account and therefore independently of the Company, and that any potential claims against them must be asserted directly against them. The Company is in no way liable for breaches of contract by any agents or distribution partners.