General Service Contract - brix - Basel/Allschwil

Subject of the contract

1.1 Object and purpose of the contract

The present general service contract (GSC) regulates the relationship between brix Solutions AG (brix) and the client in the sense of a framework agreement in connection with the services agreed in the special service contracts. They include in particular:

  • Development and realization of projects;
  • Consulting and support in the areas of organization, training and implementation;
  • Development of individual software;
  • Licensing of standard software;
  • Distribution of third-party standard software;
  • Maintenance and further development services;
  • Support services;
  • Hosting services.

The contractual services are specified in detail in special service contracts. Mutual service obligations are only established by the signing of the respective special service contract by both parties.

1.2 Contract elements

The specific service contracts are an integral part of this GSC.

Unless otherwise specified in the specific service contracts, the provisions of the GSC shall apply. In the event of any contradictions, regulations in the special service contracts take precedence over the regulations in the GSC. In the event of any contradiction between provisions in the special service contracts, then the more specific provision shall take precedence over the more general provision and the more recent one over the older provision.

2 Services of brix

2.1 IT projects

2.1.1 Collaboration

Within the scope of fulfilling project contracts, brix applies standardized and professional project management methods. Both parties shall appoint a project manager and a deputy project manager in writing. These persons are responsible for the project and can legally act as contact persons. They will be designated in the special service contract.

The project is planned jointly by the parties, together they determine who takes over which tasks, and what has to be done by when, so that both parties can make the necessary resource planning in their companies.

2.1.2 Appointments and deadlines

The parties shall define the project-specific dates, milestones and due dates in the special service contract. They are only binding if this has been explicitly agreed in the special service contract and marked as such. Regular status reports are used to ensure that deadlines are met. Should one of the parties realize that an agreed deadline cannot be met, it shall inform the other party as early as possible. Any change and the resulting adjustments of the schedule require the consent of both parties. Deadlines that have been expressly declared as binding shall be extended appropriately under the following conditions:

  • if the requirements are subsequently changed;
  • if brix does not receive information required for the execution of the order in time or if the client subsequently changes it;
  • if the client is in delay with the fulfilment of his contractual obligations, especially if he does not comply with the terms of payment;
  • if obstacles occur which are beyond the control of brix, such as force majeure, accidents, industrial disputes, delayed or faulty deliveries, official measures or natural events.

If brix is culpably unable to meet a binding deadline, the client must issue a warning to brix and grant it a reasonable grace period. If brix does not provide the agreed service even within the second grace period, then brix is considered to be in default.

2.1.3 Change Requests

In the project team (see section 2.1.1) the client is entitled to request changes regarding the agreed service content (change requests). brix will review the change request and provide the client with a statement regarding feasibility, possible time delays and/or additional expenses. Unless otherwise agreed in the special service contract, the additional expenses associated with the review of change requests shall be invoiced additionally on a time and material basis. Without a contrary agreement, brix will continue its work as planned during the review of change requests.

2.1.4 Approval

brix shall inform the client of the completion of the agreed service. Subsequently, an acceptance period of 10 (ten) working days follows. During this time, the client must check the work results for possible defects, followed by a joint approval. If the inspection reveals significant defects, these are recorded by brix and the approval is postponed. A significant defect is considered to exist if productive operation is not possible. The client shall immediately set brix a reasonable deadline, to be determined by the project team, to remedy the defects. brix shall correct the defects within the set period and notifies the client that the improvement has been completed, whereupon the service shall be jointly checked, recorded and approved again within an additional period of 10 (ten) working days. If brix fails in fixing a significant defect after two attempts at rectification, the client shall only have the right to waive acceptance of the incorrectly performed service and to be reimbursed for any payments already made.

If the joint inspection reveals other (insignificant) defects in a work result of brix, the approval shall nevertheless take place. brix shall remedy the defects recorded in the protocol of approval within a reasonable deadline, to be determined by the project team and recorded in the protocol, free of charge under warranty.

The acceptance is signed by both parties.

If the client refuses to cooperate in the acceptance, brix shall set a reasonable grace period. After the expiry of this period, or in the case of productive use of the service, the work results shall be deemed approved by both parties.

After approval by both parties, the warranty period of 6 (six) months begins to run.

2.2 Consulting and support services

The services include consulting and support of the client in the areas of organization, training and implementation. The services are agreed in detail in the special service contract.

2.3 Development of individual software

brix develops individual software on behalf of the client, if agreed in the special service contract for IT projects.

Unless otherwise agreed in the special service contract, the client shall receive the rights of use according to section 2.4.

2.4 Licensing of standard software

Software packages developed by brix such as the brix:papilio web-to-print system, as well as software components for third-party systems (for example extensions to the CELUM DAM system) are considered as standard software.

Subject to complete payment of the remuneration agreed in the special service contract, the client shall be granted a non-exclusive, except for the following provision, non-transferable right, depending on the agreement in the special service contract, either for an unlimited period of time or for a maximum duration of one year, to use the software in accordance with the following provisions.

For standard software, brix provides regular updates (see section 2.6).

Unless expressly agreed otherwise in the special service contract, the right of use is entitled to the client himself as well as to all affiliates and associated companies in which the client has a share of more than 50%. However, the use by all authorized users is limited in total by the number of licenses according to the special service contract. The right of use also includes the resale of all or individual licenses to such a subsidiary or affiliated company.

The client is entitled to install and operate the software on his own systems. The client’s right of use is limited to the internal business operations of the client. The software may not be used directly or indirectly for the benefit of third parties without an explicit agreement in the special service contract.

The client has the right to use the software as an inactive backup for the purpose of recovery after system failures (business continuity) and to make the necessary copies of the software without additional remuneration.

Apart from the agreed rights of use, which brix grants the client based on this contract, no other rights are transferred to the client. In particular, the client is not entitled to adapt the software himself or through third parties or to reconstruct the source code or parts thereof. In particular, the ownership and all intellectual proprietary rights, such as copyright of the licensed software, subsequent releases and documentation, as well as all brix trademark rights shall remain with brix. The client acknowledges the proprietary rights, in particular the copyright, of brix on the software, refrains from any attack on the existence and scope of these rights during the period of the granted right of use, and takes appropriate measures to protect the rights of brix on the software. In particular, the client must ensure that the software is only used as agreed and that no unauthorized third parties have access to it. The client shall support brix to an appropriate extent in the defense of the proprietary rights. The client shall leave brix's proprietary rights notices on all complete or partial copies of the software. The rights to the standard software of third parties which is integrated in the software are owned by the suppliers or manufacturers of the respective software.

2.5 Distribution of third-party standard software

2.5.1 Right of use

The copyright and license for third-party standard software supplied by brix is regulated by the provisions between the manufacturer of the standard software and the client. The client concludes the corresponding contract directly with the manufacturer of the standard software. Unless otherwise agreed, the client is responsible for ensuring the correct licensing of the software used. Should brix be responsible for the correct licensing, the client is obliged to provide brix the necessary information and notify brix of any changes.

2.5.2 Installation and modification

Subject to a separate agreement in the special service contract, brix installs and configures the standard software and adapts it to the client’s needs, provided this is permitted under the manufacturer's license terms.

2.5.3 Maintenance and further development

Subject to a separate agreement in the special service contract, brix provides 2nd level support for the standard software of third parties in accordance with section 2.7. Prerequisite is a valid maintenance contract with the manufacturer of the software in accordance with its contractual conditions.

2.5.4 Invoicing

If brix arranges license or maintenance contracts with the manufacturer of the standard software, it can be agreed in the special service contract that invoicing will be carried out via brix according to the manufacturer's conditions.

2.6 Maintenance and further development services

2.6.1 Services

The maintenance services of brix are designed to maintain the functionality, operability and usability of the standard software through preventive and corrective measures. They include the provision of new releases in accordance with the following provisions.

During the term of the special service contract for licensing standard software the client has the right to receive the latest software version without additional payment.

brix reserves the right to define larger functional extensions as new modules or new extensions which need to be licensed separately.

If brix creates standard software for third-party systems, then brix ensures compatibility with the current software version of the third-party system. If this is not possible for technical reasons, brix will inform the client in due time and place corresponding feature requests with the manufacturer of the third-party system.

Without explicit agreement in the special service contract for IT projects, no maintenance is provided for individual software (see section 2.3).

Where technically possible, brix provides maintenance services via remote access.

2.6.2 Minor Releases

A minor release update contains bug fixes, general improvements and minor functional enhancements of the software. brix regularly provides minor releases to the client. A minor release is identified by the 3rd digit in the release number (e.g. 5.3.2). The service costs for the installation of minor release updates, which are necessary to ensure reliable operation, are covered within the scope of the support service agreed with the client (see section 2.7) or, in the case of hosting by brix, within the scope of the hosting offer (see section 2.8).

2.6.3 Major Releases

A major release update contains new functionalities, significant functional extensions and technical improvements. A major release is identified by the 2nddigit in the release number (e.g. 5.3.x). The service costs for the installation of a major release update per year are covered within the scope of the support service agreed with the client (see section 2.7) or, in the case of hosting by brix, within the scope of the hosting offer (see section 2.8).

Major Releases are supported for until 6 months after availability of the next major release and at least for a 9 month period.

2.6.4 Product generation

A product generation update contains major functionality improvements, signification application changes and new product lines. A product generation is identified by the 1st digit in the release number (e.g. 5.x.x). Product generation releases are supported the same way as major releases.

If a migration is necessary due to a new technology generation, the costs are owed separately according to the time and effort involved.

2.7 Support services

2.7.1 General

The support conditions are regulated in the special service contract concerning maintenance and support services.

All client users report faults first to the Clariant in-house support group (1stlevel support). This support group decides about the use of an external specialist of brix. To assist in technical questions regarding handling, installation and operation of the services offered, brix provides support (2ndlevel support). The client shall designate the authorized contact persons to brix for support. The installation of software updates, configuration adjustments and minor customizations can also be provided as support services. Migration projects as well as the development of interfaces and plug-ins count as engineering and are charged at the corresponding rates defined in the special service contract.

Support costs are charged per 5 minutes or part thereof. At least 15 minutes are charged per case.

The support conditions are regulated in the special service contract.

Where technically possible, brix provides support services via remote access.

Costs for support by third parties, which the client requests directly from the third party (such as the manufacturer itself) in connection with the rectification of a malfunction, are not covered by brix.

2.7.2 Support packages

The client can choose between on-demand support and a Service and Support package, which includes guaranteed service availability and a defined annual quota of included support hours. The quota can be adjusted annually. If the quota is not used up within one year, it expires and can only be transferred to the next period in exceptional cases. If the quota is used up, the hourly rates agreed in the special service contract apply for the additional hours. A one-time exceeding of the quota by a maximum of 15% is not subject to any costs.

The client receives online access to the brix reporting system and therefore a weekly updated overview of the accumulated support efforts.

brix notifies the client in good time if his quota is running low.

2.7.3 Operating time / fault reports

Reports of disturbances of the client are received by brix from Monday to Friday between 08:00am and 05:00pm.

Fault reports are notified by e-mail to support@brix.ch or by telephone to +41 61 485 95 05.

2.7.4 Reaction time

The reaction time is the time between the notification of the problem by the client and the reaction of a brix technician. Unless otherwise agreed in the special service contract, the reaction time during office hours is max. 4 hours.

2.7.5 Intervention time

The intervention time is the time between the reaction and the start of active troubleshooting. Depending on the degree of urgency of the problem, the following intervention times apply:

Critical

8 hours (office hours)

High

12 hours (office hours)

Medium

2 business days

Low

3 business days

Shorter intervention times can be agreed in the special service contract.

2.7.6 Description of urgency

Critical: A complete failure of the software that causes the production system or server(s) or network components to fail completely, or an application error prevents access to the software or use of the relevant portions of the software.

High: The system users cannot use essential functionalities (fundamentally important business processes can no longer be carried out) for the fulfilment of their tasks without a temporary solution being possible.

Medium: The system users can no longer use essential functionalities for the fulfilment of their tasks, which results in a process slowdown.

Low: An application has rather aesthetic errors (e.g. incorrect fonts or colors) which have no or only slight effects on normal business processes.

2.8 Hosting services

In particular, brix owes the basic installation and the provision of storage space on its own servers or on servers of contractual partners of brix.

brix shall provide the client with the computing power and storage space agreed in the special service contract concerning hosting services. The access is provided via the internet. The current technical requirements for access are described in the special service contract.

brix ensures the highest possible availability (> 99%) and daily backups. The availability of the infrastructure is monitored by brix.

The administrator and user access credentials to the hosted applications, as well as API keys, are confidential and may not be passed on to third parties. The user is responsible for the confidentiality and protection of the password.

The client undertakes to comply with the ethical and generally accepted rules of interaction on the internet (netiquette). The rights to use the agreed hosting services are entitled to the client himself as well as all affiliates and associated companies in which the client has a share of more than 50%. Otherwise, the use of these services for other third parties is only permitted after agreement in the special service contract. In case of violations, brix reserves the right to claim for damages.

Any access that is granted by successful authentication using a user ID and password is registered at brix and is considered as use by an authorized user.

The client is obliged to inform all users about their obligations when passing on credentials.

3 Involvement of subcontractors

brix may subcontract the execution of individual services to third parties («subcontractors») with the prior written consent of the client. brix shall be responsible for the acts and omissions of subcontractors as if they were its own.

4 Know-how and property rights of third parties

4.1 Know-how

In compliance with the confidentiality obligations, brix shall be entitled, even after termination of the contract, to make other commercial use and utilize the ideas, concepts and procedures relating to information processing, which it has generated or acquired during the performance of services, alone or together with the client's personnel.

4.2 Third party property rights

brix shall defend the client against any claim for infringement of an industrial property right in connection with its contractual use of the work result and the software, provided the client notifies brix in writing within 30 working days and leaves the exclusive conduct of any lawsuit and all negotiations for the judicial or extrajudicial settlement of the legal dispute to brix. brix undertakes to indemnify the client from all costs and possible damages.

brix shall be released from the above obligations if a claim under intellectual property rights is based on the fact that the work result or the software has been modified by the client or that its use is carried out under conditions other than those specified. The client is not entitled to any claims against brix that exceed these provisions.

5 Obligations to cooperate

In order to enable brix to provide the agreed services, the client has the following obligations to cooperate in particular:

  • Designation of a competent contact person and a deputy, who is available to brix as a coordinator;
  • Participation in workshops;
  • Deployment of the necessary licenses and maintenance and update contracts etc. to third party suppliers, provided that their provision or arrangement is not part of the agreed obligations of brix;
  • Provision of the IT infrastructure in accordance with the system requirements and ensuring monitoring and security measures (backups), as well as granting access to the relevant IT infrastructure and data if hosting is not provided by brix;
  • Organization of the 1st level support.

6 Warranty

6.1 Warranty in general

brix undertakes to provide all services in accordance with the standard of care customary in the industry.

In the event of defects in third-party products, the respective license terms of the manufacturer shall apply. Efforts made by brix in connection with the search for and rectification of defects in third-party standard software shall be invoiced to the client according to time and effort or charged to the support package (see 2.7.2).

The client acknowledges that, unless otherwise agreed, brix does not carry out any incoming inspection of the products delivered by the manufacturer. Expenses of brix in this context requested by the client shall be charged in any case.

If brix delivers individual or own standard software and is unable to resolve a significant defect duly notified by the client within at least two rectification periods set by the client in writing, the client shall be entitled to terminate the contract for exceptional reasons in accordance with clause 9.2.8.

brix does not guarantee the suitability of the software for a specific purpose or its economic efficiency.

All warranty rights of the client not expressly granted in this chapter or the special service contract are expressly excluded, unless mandatory statutory provisions are opposed.

6.2 Guarantee in the project (contractual services)

brix guarantees that its services correspond to the characteristics agreed in the special service contract. Defects that justify the warranty shall be deemed to exist if the work results do not meet the specifications agreed in writing in the special service contract or cannot be used by the client under the conditions of use agreed in writing and are therefore not suitable for the use agreed in writing.

6.3 Warranty for individual software and own standard software

brix guarantees that the software has the functionality described in the special service contracts in all essential aspects, provided that it is used in accordance with the contract.

The client is obliged to check the software immediately after delivery and to notify brix in writing of any defects within 6 months for new developments and initial installations or 3 months for updates, giving a detailed description of the defects. If the notification is late, insufficient or unfounded, brix shall be released from any warranty obligation.

Defects duly notified by the client shall be resolved by brix at its own discretion either by delivery of a minor release or in another suitable manner free of charge. If a defect in the software is based on a defect in the third-party software integrated in the software, brix shall also be entitled, within the scope of the remedy, to replace the third-party software affected by the defect with another third-party software at its own discretion.

The client is obliged to check the minor release immediately after installation and to inform brix within a maximum period of 10 working days whether the defect has been corrected.

If hosting is not provided by brix, it is the client's responsibility to install minor releases or have them installed by brix within the specified period after receipt. Installation by brix must be agreed upon separately and paid for or charged to the support package (see 2.7.2).

6.4 Warranty for support services

brix takes care of the 2nd level support and guarantees that the reaction and intervention times defined in the special service contract are observed.

If hosting is not provided by brix, brix does not guarantee minimum availability and does not provide backup services. No claims can be made against brix in the event of business interruptions or data loss due to missing backups. It is also the client's responsibility to provide the remote access necessary to meet the support deadlines.

Defects are resolved as quickly as possible after the presence of a fault has been reported. If it is not possible to rectify the fault, the client shall be entitled to prematurely terminate the support contract with a notice period of 30 days without having to bear the costs of rectifying the fault and with a pro rata refund of any payments already made. Deviating regulations can be stipulated in the special service contract.

6.5 Warranty for hosting services

brix guarantees that the software it operates meets the minimum availability requirements specified in the special service agreement.

In the event of interruptions in operation caused by the actions or omissions of third parties who are not auxiliary persons or agents of brix or by force majeure, no claims may be asserted against brix.

6.7 Cancellation of warranty

The above warranty claims of the client shall not apply (a) if the client has modified the software in any way; (b) if the defect is due to operating errors on the part of the client; (c) in the event of changes to the conditions of use and operation valid at the time of acceptance.

In such cases, brix shall be entitled to invoice the client for expenses incurred in connection with the collection and correction of defects. brix shall inform the client in writing immediately after becoming aware of this situation.

7 Liability

Nothing contained in this agreement shall operate so as to limit in any manner the liability of either party for damage arising as a result of such party’s gross negligence or wilful misconduct.

Liability for slight negligence is limited to 100% of the total remuneration agreed in the project or the total annual remuneration for recurring services. brix is not liable for indirect or consequential damages (e.g. loss of profit).

For the actions of its support staff (e.g. subcontractors), brix is liable for its own.

brix is not liable for disruptions at third-party providers or for those caused by force majeure nor can brix be held liable for damage, failures or other difficulties caused by third-party services or for functional errors of third-party software. Possible disruptions during repairs, maintenance work or the introduction of new technologies must generally be announced in advance with a notice period of 5 working days.

The client is fully liable for the content (in particular for agreements concerning data protection, third party claims, business secrets, rights to trademarks). If such content is stored, brix cannot be held liable for the violation of confidentiality obligations, copyright infringements, etc.

The client is responsible for ensuring that the services provided by brix are used in accordance with the law and the contract. In particular, the client is responsible for ensuring that the content hosted on the systems provided by brix does not violate applicable national or international law.

The client is in particular obliged to observe the applicable laws against the distribution of illegal and immoral content and content harmful to young people (such as racist or pornographic content) and to protect copyright. In addition, the client is expressly prohibited from using the services of brix to damage or harass third parties, in particular by spreading viruses or sending unsolicited mass mail (spam).

If brix is notified of the illegal use of the service by a competent authority, brix is entitled to disclose the client's data to the appropriate authorities.

If an unlawful use by a public authority is indicated, is obvious or if there is substantial suspicion of such use, in particular on the basis of information provided by third parties, brix is also entitled to interrupt the provision of its contractual services, to suspend the service for a certain period of time and/or to dissolve the contract without notice and without compensation.

8 Prices and terms of payment

8.1 Cost-based pricing

Unless otherwise agreed in the special service contract for IT projects, brix shall charge for its services on a time and material basis based on the agreed hourly or daily rates. Travel time will be invoiced at 50% as working time.

A possible cost cap listed in the special service contract has the relevance of a planning basis. If, in the course of the performance of the contract, it becomes apparent that the cost cap cannot be upheld, brix shall inform the customer immediately in writing.

8.2 Flat rate

If a flat rate is agreed, it covers all expenses of brix for the services under the conditions defined in the special service contract.

Services at flat rates will be invoiced according to the payment schedule agreed in the specific service contract.

Change requests to the defined requirements or incorrect and incomplete information provided by the client or late provision of services that are the responsibility of the client may result in additional expenses for brix. brix will inform the client of such additional expenses in good time and in writing. The procedure with regard to the provision and cost consequences of such additional expenses is regulated in the special service contract.

8.3 Expenses and incidental costs

Expenses and reported incidental costs of brix incurred in connection with the performance of the contract are charged to the client in addition and are listed in the special service contract. If they are not listed in the special service contract, they are not owed.

8.4 Taxes and duties

The rates and prices set out in the special service contract do not include levies and taxes (VAT).

8.5 Terms of payment

Unless otherwise agreed, recurring services shall be invoiced annually in advance.

Services, which are remunerated on a time and material basis, will be invoiced monthly or upon achievement of defined milestones.

Invoices are payable net within 30 days of the invoice date.

After expiry of this period the customer will receive a reminder and will be in default without any further notice. After a second reminder brix is entitled to charge default interest of 5% per annum as from the due date. Within the payment period, the client may raise objections to the invoice in writing and with reasons, after which the invoice shall be considered accepted without reservation.

If the client is in arrears with a payment, brix shall be entitled (after the last payment deadline communicated in writing has expired without success), to immediately stop all services to the client, as well as to suspend the delivery of further services until payment has been made, or to extraordinarily terminate the contract for recurring services (see 9.2.8).

8.6 Amendments

All prices are fix during the minimum contractual period (see section 9.1.1). Thereafter brix is entitled to adjust the hourly or daily rates once a year. Such changes shall take effect 90 days after written notification to the client. If the client does not agree to the change, he has the right to extraordinarily terminate existing special service contracts (see 9.2.8).

9 Term and termination of contract

9.1 GSC

9.1.1 Effective date and duration

This GSC shall enter into force upon legally valid signature by both parties and shall be concluded for an indefinite period of time.

9.1.2 Ordinary termination

The GSC can be terminated in writing by either party with three months' notice to the end of a calendar month.

Termination of the GSC does not automatically entail termination of any current special service contracts. Special service contracts shall remain in force until their expiry or their ordinary termination. The provisions of this GSC apply to the corresponding special service contracts until their termination.

9.1.3 Extraordinary termination

Both parties may terminate the GSC for good cause without notice. Good cause shall be deemed to exist in particular if the other party has violated provisions of this contract so seriously that the violated party cannot reasonably be expected to continue the contractual relationship and this violation, despite a warning, has not been remedied within 30 working days of receipt of the warning.

Good cause also exists if the respective other party has been declared insolvent, a debt manager has been appointed or this party has discontinued its operations.

In case of an extraordinary termination of the GSC, all special service contracts shall also be terminated.

9.2 Special service contracts

9.2.1 Entry into force and duration

The start date for the individual services is specified in the corresponding special service contracts. Unless otherwise agreed in the special service contracts, recurring services are concluded for an indefinite period of time. One-off services end with the fulfilment of the respective service.

The GSC does not automatically end with the termination of the special service contracts.

9.2.2 Licensing of standard software

Licensing is carried out for the periods agreed in the special service contracts concerning the licensing of standard software. Unless otherwise agreed, the period is unlimited in the case of license purchase and one year or the agreed minimum duration in the case of license rental (subscription). Thereafter, the license will be automatically renewed for another year if it is not cancelled three months before the end of the license period.

9.2.3 Support services

Special service contracts concerning support services start with the time of commissioning the software and are valid for one year. They are automatically renewed for a further year unless they are cancelled at least three months before the end of the contract year.

9.2.4 Hosting services

Special service contracts concerning hosting services start with the time of software installation and are valid for one year or the agreed minimum duration. They are automatically renewed for a further year unless they are cancelled at least three months before the end of the contract year.

9.2.5 Maintenance and further development services

Special service contracts concerning the maintenance of standard software start with the time of software installation (qualifying date) and are concluded for an indefinite period unless otherwise agreed.

The license rental (subscription) always includes maintenance and further development services.

In the case of license purchase, the special service contract is mandatory for the first year of operation. Thereafter, it is automatically renewed for a further year unless it is cancelled at least three months before the next qualifying date. Unless otherwise agreed in the special service contract, an annual maintenance fee of 20% of the current license fee applies.

9.2.6 One-off benefits

A one-off service (e.g. IT project contract) generally ends upon its fulfilment or an extraordinary termination.

The parties agree that all expenses incurred by brix up to the time of the termination with regard to the agreed performance of the contract shall be reimbursed. This includes in particular, but not exclusively, licenses that brix has already ordered, as well as personnel resources that brix has made available to the client and that brix cannot immediately use in another project.

9.2.7 Recurring services

Each special service contract for a recurring service (e.g. yearly maintenance and support service) can be terminated in writing by both parties after the minimum contract period with 3 (three) months' notice to the end of a service period.

9.2.8 Extraordinary termination

Either party may prematurely terminate special service contracts for good cause with immediate effect if the other party has violated essential contractual agreements.

In the event of default or defects, extraordinary termination shall only be possible after setting a reasonable grace period.

In the event of price adjustments in accordance with section 8.6, the contracting party may terminate the contract with effect from the date on which the changed prices come into force.

10 Data Protection and Data Security

brix is aware that it is acting as a data processor in accordance with Art. 10a Federal Act on Data Protection (FADP). It will use the data only for the contractually agreed purposes and, in particular, will not pass them on to unauthorized third parties. The client remains the owner of his data hosted by brix.

11 Confidentiality

The contracting parties mutually undertake to keep secret all perceptions and documents that belong to the business secrecy. In case of doubt as to whether any information or perception belongs to business secrets of the other contracting party, there is a mutual obligation to consult each other.

The client expressly undertakes to maintain absolute silence about the modalities of the contracts, in particular about the amount of the license, usage and service costs.

After termination of the contractual relationship, the obligation of secrecy shall continue to exist to the previous extent.

The provisions of the client's non-disclosure agreement signed by brix take precedence over the provisions of the GSC in all cases.

12 Final provisions

12.1 Crisis Management

In the event of disruptions in the execution of the present contract, the contracting parties undertake in any case to enter into new negotiations prior to a possible termination of the contract and for the purpose of crisis prevention, and thus to strive for an adjustment of the contract while preserving the original contents of the contract as far as possible.

12.2 Changes or additions

Changes or additions to this contract must be made in writing. With the signing of this contract, all previous written or oral agreements are invalid and replaced by this contract.

12.3 Severability clause

Should parts of the contract be null and void or become legally ineffective, the remainder of the contract shall continue to apply. The contracting parties shall then interpret and structure the contract in such a way that the purpose intended by the void or legally ineffective parts is achieved as far as possible.

12.4 Transfer of the contract

This contract or individual rights and obligations may only be transferred to third parties with the prior written consent of the other party. The right is reserved to transfer to a group company of the client, which is possible by simple written notification to brix.

12.6 Applicable law and place of jurisdiction

This contract is subject to Swiss law and the exclusive place of jurisdiction is Arlesheim (BL).