Terms of Service

1. Scope and Parties

These General Terms and Conditions (hereinafter "Terms" or "GTC") govern the relationship between:

Innopulse Consulting GmbH, Gotthardstrasse 30, 6300 Zug, Switzerland (hereinafter "Innopulse", "we", or "us"), UID CHE-219.727.921;

and

any natural or legal person entering into a contract with Innopulse for the provision of services, or otherwise using the innopulse.io website (hereinafter "Client" or "you").

These Terms apply to all contracts, quotations, statements of work (SoWs), and deliveries between Innopulse and the Client, unless explicitly agreed otherwise in writing. Deviating conditions of the Client are not recognised unless Innopulse has expressly consented to them in writing.

2. Services Offered

Innopulse provides the following categories of services:

• IT consulting and advisory (strategy, architecture, vendor selection, CTO-as-a-service)
• Custom software engineering (web applications, internal tools, APIs, data systems)
• EU AI Act and DSGVO / Swiss DSG compliance advisory and implementation
• SaaS product development and launch support
• Search engine optimisation and organic growth consulting
• Digital transformation programmes

The specific scope of each engagement is defined in a written offer, quotation, or statement of work agreed between Innopulse and the Client.

3. Conclusion of Contract

Information on the website, including service descriptions and indicative pricing, constitutes an invitation to enter into negotiations (invitatio ad offerendum) and not a binding offer. A contract is concluded only when:

1. The Client accepts a written offer or statement of work issued by Innopulse, or
2. Innopulse confirms the Client's order in writing (including by email), or
3. A framework agreement is signed by authorised representatives of both parties.

Oral side agreements are only effective if confirmed in writing by Innopulse.

4. Engagement and Scope of Work

The scope of services is set out in the relevant SoW or offer. Changes, additions, or reductions to the agreed scope ("change requests") must be agreed in writing and may result in adjustments to fees, timelines, and resource allocation.

Unless explicitly agreed otherwise, Innopulse owes the professional, workmanlike provision of services according to generally accepted industry standards (Werkvertrag orAuftrag under Swiss CO, depending on the engagement model), but not a specific commercial outcome.

Delivery dates are generally indicative unless expressly designated as fixed ("Fixtermin") in the SoW.

5. Fees and Payment Terms

Fees are quoted in Swiss Francs (CHF) or Euros (EUR) as specified in the applicable SoW. Unless otherwise stated, all quoted fees are exclusive of Swiss VAT or applicable foreign value added tax.

Innopulse typically invoices according to one of the following models, as specified in the SoW:

• Fixed price: payable in the milestones defined in the SoW (typically: 30% on signature, 40% at midpoint, 30% on acceptance).
• Time and materials: monthly invoicing on the basis of time sheets at the agreed hourly or daily rate.
• Retainer: monthly flat fee invoiced in advance for a defined capacity allocation.

Invoices are payable within 14 calendar days of issue date, unless a different term is specified in the SoW. After expiry of this period, the Client is in default without the need for a reminder. Default interest of 5% p.a. applies, without prejudice to further legal claims.

Reasonable expenses (travel, third-party services, licenses required for delivery) are invoiced separately at cost, unless explicitly included in the SoW.

6. Client Obligations and Cooperation

The Client is obliged to provide reasonable cooperation necessary for the successful delivery of the services, including:

• Providing timely access to information, systems, and stakeholders required for the engagement
• Designating a primary point of contact with decision-making authority
• Reviewing and providing feedback on deliverables within agreed turnaround windows
• Providing a working, legally compliant technical environment for deployment where applicable
• Ensuring that any data, content, or materials provided to Innopulse may lawfully be processed

Delays caused by the Client's failure to cooperate may result in adjustments to the timeline and additional charges for idle time at the agreed hourly rate.

7. Intellectual Property

Subject to full payment of all fees due, Innopulse grants the Client an exclusive, perpetual, worldwide, transferable license to use the specific deliverables developed for the Client under the SoW, for the Client's business purposes.

Innopulse retains all rights in its pre-existing intellectual property, methodologies, frameworks, templates, internal libraries, and general know-how ("Innopulse Background IP"). Where Background IP is incorporated into a deliverable, Innopulse grants the Client a non-exclusive, perpetual, royalty-free license to use such Background IP as integrated in the deliverable.

Open-source components included in deliverables are governed by their respective licenses. Innopulse will document material open-source dependencies on request.

Innopulse may reference the Client and the general nature of the engagement in its portfolio and marketing materials, unless otherwise agreed in writing.

8. Confidentiality

Each party undertakes to treat all non-public information received from the other party ("Confidential Information") as strictly confidential, to use it only for the purpose of the engagement, and to protect it with the same care as its own confidential information (and not less than reasonable care).

This obligation survives the termination of the engagement for a period of five (5) years. It does not apply to information that: (i) was lawfully known to the receiving party prior to disclosure; (ii) is or becomes publicly available through no breach; (iii) is independently developed without use of the Confidential Information; or (iv) must be disclosed by mandatory law or court order, provided the other party is notified in advance where legally permissible.

9. Warranty

Innopulse warrants that services will be performed with the professional skill, care, and diligence expected of a qualified Swiss IT consulting and software engineering firm.

The Client shall inspect deliverables without undue delay and notify Innopulse in writing of any defects within fourteen (14) calendar days of delivery. Defects that could not have been discovered within this period despite careful inspection must be notified within the same period after discovery. Failure to notify within these periods results in deemed acceptance.

For material defects that are properly and timely notified, Innopulse shall, at its option, repair or re-deliver the affected services within a reasonable period. If repair or re-delivery fails on repeated attempts, the Client may (i) reduce the fee proportionately or (ii) withdraw from the affected deliverable. Further claims are excluded to the extent permitted by mandatory law.

10. Limitation of Liability

Innopulse is liable without limitation for damages caused by wilful intent or gross negligence, for damages arising from injury to life, body, or health, and for any other liability that cannot be limited under mandatory Swiss law.

For slight negligence, Innopulse's aggregate liability is limited as follows:

• In respect of each individual engagement: to the total fees actually paid by the Client for that engagement in the 12 months preceding the damage-causing event;
• In any case: excluded for indirect damages, consequential damages, loss of profit, loss of data, loss of business opportunity, and damage to third parties, to the extent permitted by mandatory law.

The limitations above apply to all claims, irrespective of the legal basis (contract, tort, statute), to the extent legally permissible.

11. Indemnification

The Client shall indemnify and hold Innopulse harmless against any third-party claims arising from: (i) the Client's use of deliverables outside the scope of the license granted; (ii) content or data provided by the Client that infringes third-party rights or is otherwise unlawful; (iii) the Client's breach of its obligations under these Terms or the SoW.

12. Term and Termination

The engagement runs for the period specified in the SoW. In the absence of a specified term, either party may terminate the engagement with thirty (30) calendar days' written notice at the end of a calendar month.

Either party may terminate the engagement for cause ("aus wichtigem Grund") with immediate effect, in particular for:

• Material breach of these Terms or the SoW that is not cured within 14 days of written notice;
• The opening of insolvency proceedings, or the refusal of such proceedings for lack of assets, against the other party;
• A serious breach of confidentiality;
• Repeated and unjustified default on payment by the Client.

On termination, Innopulse invoices all services rendered up to the effective date, including committed but not yet invoiced work. Deliverables completed up to termination are transferred in current state subject to full payment.

13. Subcontracting

Innopulse may engage subcontractors (members of its Partner Network or other qualified third parties) to deliver parts of the services. Innopulse remains responsible to the Client for the performance of subcontractors as if the services had been performed by Innopulse itself.

14. Data Protection

Both parties comply with applicable data protection laws, including the Swiss revDSG and the EU GDPR. Where Innopulse processes personal data on behalf of the Client, the parties conclude a data processing agreement (DPA) in accordance with Art. 28 GDPR and Art. 9 revDSG. The processing of personal data by Innopulse for its own purposes is governed by our Privacy Policy.

15. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, armed conflict, terrorism, pandemics, general strike action, failures of utility providers, large-scale cyber attacks, or government acts. The affected party shall notify the other without undue delay and use reasonable efforts to mitigate the effects.

16. Miscellaneous

16.1 Form requirements

Amendments and supplements to these Terms or to the SoW must be in written form (which includes email in a form that allows sender identification). This also applies to a waiver of this form requirement.

16.2 Assignment

The Client may not assign rights or obligations under a contract with Innopulse without Innopulse's prior written consent, except to a legal successor in the context of a merger, acquisition, or asset transfer.

16.3 Severability

Should individual provisions of these Terms be or become invalid, the remaining provisions remain unaffected. The parties shall replace the invalid provision with a valid one that comes closest to the economic intent.

16.4 Entire agreement

These Terms, together with the applicable SoW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior oral or written agreements on the same subject.

17. Governing Law and Jurisdiction

These Terms and any contract concluded under them are governed by the substantive law of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.

The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract is Zug, Switzerland. Innopulse reserves the right to also bring action at the Client's registered seat.

If the Client is a consumer within the meaning of the Swiss Federal Act on Private International Law, mandatory consumer protection provisions of the Client's habitual residence remain unaffected.