These General Terms and Conditions (GTC) govern the business relationship and services between Kimiana GmbH and its clients, in accordance with Swiss law.

1. Scope and Applicability

These General Terms and Conditions (GTC) govern the business relationship and services between Kimiana GmbH and the client. They apply to all services and products provided by Kimiana GmbH, unless otherwise agreed in writing. Swiss law applies, and the provisions of the Swiss Code of Obligations are applicable, unless otherwise stipulated in these GTC.

2. Conclusion of Contract

A contract is concluded when the client confirms Kimiana GmbH's offer in writing (including by email), or when Kimiana GmbH begins performance based on a written client order.

3. Services

Kimiana GmbH provides its services in accordance with the scope of work defined in the respective offer. Kimiana GmbH may use artificial intelligence (AI) and other automated technologies in the provision of its services. By accepting these GTC, the client consents to such use, provided that confidential client data is handled in accordance with Section 8 and applicable data protection law. The client undertakes to provide the necessary information and resources for the timely and proper performance of the services.

4. Subcontractors and Partners

The client agrees to the engagement of subcontractors and external consultants by Kimiana GmbH. Kimiana GmbH remains responsible for the conduct and performance of the subcontractors it engages, unless otherwise agreed.

5. Rights of Use

Upon full payment of the agreed remuneration, the client receives a non-exclusive, non-transferable right of use for the services within the scope of the contract purpose. Until full payment has been received, all rights to the work results remain with Kimiana GmbH. For software, the specific license terms of the respective products apply. Kimiana GmbH retains the right to use anonymised work results for reference and portfolio purposes unless expressly excluded in writing.

6. Pricing and Payment

Prices are net in Swiss Francs (CHF), exclusive of value added tax (VAT) and other applicable charges. Invoicing is generally carried out on a monthly basis, unless otherwise agreed. The client undertakes to settle invoices within 10 days of the invoice date. Upon expiry of this period, the client is in default without further reminder pursuant to Art. 102 para. 2 of the Swiss Code of Obligations (CO), and default interest of 5% per annum applies in accordance with Art. 104 CO. Kimiana GmbH reserves the right to suspend services in the event of payment default.

7. Liability

Kimiana GmbH's liability for slight negligence is excluded to the extent permitted by law. Liability for damages caused by gross negligence or intent remains in accordance with Art. 100 of the Swiss Code of Obligations. In all cases, Kimiana GmbH's total liability is limited to the fees paid by the client under the relevant contract during the twelve (12) months preceding the event giving rise to the claim. Liability for indirect or consequential damages, loss of profit, loss of data, and damages arising from acts of auxiliary persons (Art. 101 CO) is excluded to the extent permitted by law.

8. Data Protection

The client agrees that personal and project-related data may be transmitted to and processed by Kimiana GmbH for the purpose of contract performance. Where necessary for the fulfilment of the contract purpose, such data may be passed on to subcontractors and partner companies, who are bound by equivalent confidentiality and data protection obligations. All data processing is carried out in accordance with the revised Swiss Federal Act on Data Protection (revFADP). Further details on the processing of personal data are set out in the Privacy Policy available at kimiana.com/privacy-policy.

9. Termination

Contracts may be terminated by either party in writing with a notice period of 30 days to the end of a calendar month, unless otherwise agreed. The right of either party to terminate the contract for good cause (in particular pursuant to Art. 337 or Art. 404 of the Swiss Code of Obligations, as applicable) remains expressly reserved.

10. Confidentiality

The contracting parties undertake to treat all non-public business, technical, and commercial information disclosed to them in connection with the contractual relationship as strictly confidential, and not to disclose such information to third parties or use it for purposes other than the performance of the contract. This obligation survives the termination of the contractual relationship for a period of five (5) years. The disclosure of confidential information to subcontractors and partners engaged by Kimiana GmbH for the performance of the contract is permitted, provided that they are subject to equivalent confidentiality obligations.

11. Final Provisions

Should individual provisions of these GTC be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the original provision. The same applies to any gaps in these GTC. Amendments and supplements to these GTC must be made in writing in order to be effective. This also applies to any amendment of this written form requirement. The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC and the contractual relationship is Stans, Canton of Nidwalden, Switzerland. Swiss substantive law applies exclusively, to the exclusion of its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). These GTC are issued in English. In the event of any discrepancy between this version and any translation, the English version shall prevail.

Effective Oct 2024