Feb 18, 2026
General Terms & Conditions of The Hashgraph Group AG
PREAMBLE
The Hashgraph Group AG ("Service Provider") is a professional provider of specialized services with respect to distributed ledger technologies. Customer intends to commission Service Provider to provide such services. These General Terms & Conditions apply with respect to the services provided to customer ("Customer"; Customer and Service Provider hereinafter individually referred to as "Party" and collectively as "Parties"). The specific Services are agreed upon individually in the Agreement(s).
General Provisions
Subject Matter and Scope
1.1 Services
These general terms & conditions, including its Annexes (collectively, the "GTC") set out the general legal and commercial terms and conditions for all services to be provided by Service Provider for Customer agreed upon in each Agreement (the "Services").
1.2 Order Form, Schedule and Agreement
The specific Services and compensation shall be agreed upon in writing in separate order forms (each an "Order Form"), referring to a service specific schedule for each Service (each a "Schedule"). Services may include productised services, SaaS-Products, support services and professional services, as further specified in the applicable Schedule. Each executed Order Form, including the relevant Schedule(s) and the GTC constitute an "Agreement". In lieue of signing it, Service Provider may also accept an Order Form and enter into the Agreement by commencing performance of Services, in whole or in part. Each Agreement constitutes a separate contract, unless an Agreement is agreed to replace, amend or extend an existing Agreement, in which case they shall form one contract.
1.3 Agreement of precedence
In the event of a conflict between the provisions of different documents of the Agreement, provisions shall prevail in the following order, unless explicitly stated otherwise in the Order Form:
Clause I.1.3 (Agreement of precedence), Clause I.8 (Liability and Indemnification), Clause I.12.9 (Force Majeure) and Clause I.12.11 (Applicable law and place of jurisdiction) of these GTC;
Annexes to these GTC within the scope of their applicability;
Order Form(s);
Schedule(s) to the Order Form(s);
Specific terms in the respective service area (Sections II to IV of these GTC; each "Specific Terms");
General terms (this Section I (General Provisions) these GTC).
In the case of documents of equal rank, the more recent version shall take precedence over the older one.
Customer's general terms and conditions, even if expressly referred to in order confirmations or other Customer documents, shall not apply to the Agreement, unless and to the extent Service Provider has expressly agreed to them in a relevant Order Form.
Service Provider's obligation to provide services
2.1 In generalService Provider shall provide the Services as agreed upon in the Order Form with due care.
2.2 Service Term, Business Hours
Service Provider provides the Services during Business Hours, unless agreed otherwise, starting at the date and for the term agreed in the Order Form (the "Service Start Date" and "Service Term", respectively).
If rendering the Service requires any implementation work ("Implementation"), the Service Start Date indicated in the Order Form shall only reference the intended start of the Service. However, the effective Service Start Date shall be when Service Provider makes available such Service for operational use by Customer or as defined in the relevant Schedule.
2.3 Place and timing of performance
Unless otherwise agreed in an Order Form, the place of performance shall be the registered office of Service Provider.
If a Deliverable is to be provided, the Service Provider shall aim at providing such Deliverable at the date agreed. Deadlines shall be binding if expressly agreed so.
2.4 Subcontractors
Service Provider is granted permission by Customer to engage third parties ("Subcontractors") Service Provider deems qualified to fulfill its contractual obligations.
If Customer commissions external service providers (e.g., hosting providers) independently of Service Provider's range of Services, Service Provider is responsible for their instruction and monitoring to the extent that it is expressly agreed in the Order Form.
2.5 Affiliates of Customer
Customer shall use and exploit the Services only for its own purposes and benefit, and not in any way resell them or make them available to third parties. However, if agreed so in the Order Form, Customer is permitted to make available the Services also to its Affiliates, in which case Customer warrants and undertakes that Affiliates will comply with the Agreement, and except as expressly agreed in the FSA, there shall be no third party beneficiary rights for them.
Customer's obligations to cooperate
Customer agrees to duly and timely cooperate in any reasonably requested manner with Service Provider in performing its Services. In particular, Customer shall:
designate a contact person who is available to Service Provider during Business Hours and who shall provide instructions or take decisions binding upon Customer;
upon reasonable request of Service Provider, or where evident from the circumstances, timely execute preparatory tasks and take any other actions reasonably necessary for Service Provider to perform its Services;
inform Service Provider without undue delay of any circumstances that may impact Service Provider's performance; if such circumstances require Service Provider to perform additional Services to provide the initial Services as agreed, Customer shall compensate such Services on a time and material basis at Service Provider's current standard rates; and
ensure compliance with compatibility requirements reasonably communicated by Service Provider.
Service Provider is entitled to rely on the completeness and accuracy of the information provided. If Customer fails to perform its obligations, Service Provider shall not be liable for any resulting delay or failure to perform. Service Provider may suspend its Services, and any applicable deadlines shall be extended accordingly. Customer remains liable for payment during the suspension. If Customer does not remedy its failure when requested and given a reasonable grace period, it must reimburse Service Provider for any costs and expenses incurred due to the failure.
Remuneration and terms of payment
4.1 Remuneration principles
Customer shall pay the fees agreed. Fees are non-refundable. Unless agreed otherwise (e.g., upfront fees), time and material fees are to be paid in arrears, and other fees in advance. Unless agreed otherwise, fees for recurring Services shall become due upon the Service Start Date, regardless of whether they are used or not.
4.2 Payment terms
Invoices are payable within thirty (30) days from the date of the invoice. Notwithstanding the foregoing, the fees applicable to the initial billing period (including the first month of any recurring Services) shall be payable in advance, and the Service Provider may condition commencement of the Services upon receipt of such payment. Further, Service Provider retains the right to suspend Services if undisputed fees are outstanding for more than thirty (30) days following the due date, provided that Service Provider has given Customer at least ten (10) days' prior additional, written notice of its intent to suspend Services.
4.3 VAT
All prices and rates are exclusive of the applicable statutory value-added tax (VAT) and any other taxes, levies or duties, which all are to be borne by Customer.
4.4 Expenses
Reasonable expenses required for the provision of Services will be invoiced in addition to the Services and billed monthly in arrears.
4.5 Set-off
Parties may only offset claims against an amount it owes to the other Party with the prior written consent of that other Party.
4.6 Adjustments to the remuneration
Service Provider reserves the right to reasonably adjust the remuneration set out in Annex B (Rate Card) or otherwise agreed in the Agreement from time to time, but no more than once within a twelve-month period.
Such adjustments will be communicated in writing at least three (3) months in advance. If Customer does not object in writing within thirty (30) days of receiving the notification, the change is deemed accepted. In case of an objection, Service Provider may terminate some or all of the affected Services as per intended effective date.
Intellectual Property
5.1 Service-Provider IP
Any and all work results, drafts, ideas, concepts, know-how, processes, trademarks, service marks, inventions, technology, computer programs, works of authorship, designs, formulas, discoveries, patents (including patent applications), copyrights, and all improvements, rights and claims related to the foregoing (irrespective of whether it is in tangible or intangible form), regardless of their protectability (together the "Intellectual Property" or "IP"), that are conceived, developed or invented by Service Provider in connection with the Services, shall belong to Service Provider (the "Service Provider IP").
5.2 Third-Party IP
If Service Provider uses proprietary third-party software or open-source software or other third-party works (together "Third-Party IP") as part of a Deliverable or to the extent such is necessary for the receipt and/or use of Services, Service Provider shall inform Customer (i) of Third-Party IP Customer must license and/or (ii) of Third-Party IP used as part of a Deliverable to the extent the Third-Party IP's license terms restrict Customer's usage rights under the respective Agreement(s). Customer undertakes to comply with such Third-Party IP license terms and shall hold harmless and indemnify Service Provider for any violation of such license terms.
5.3 Feedback and other input of Customer
To the extent Customer provides feedback and other input to Services, Customer hereby assigns any Intellectual Property to such feedback and other input to Service Provider.
5.4 Customer Data
Data processed by Service Provider on behalf of Customer ("Customer Data") shall remain the exclusive property of Customer. Service Provider is entitled to analyze and process Customer Data for its own purpose to monitor, improve and develop Service Provider's offerings (in case of Personal Data, measures, such as pseudonymization or anonymization, shall be undertaken to adequately protect affected persons).
Confidentiality
6.1 Confidential Information
The Parties undertake for themselves, for their Affiliates as well as for their and their Affiliates' employees, contractors, service providers, other helpers and consultants to implement appropriate measures to (i) maintain strict confidentiality with respect to all Confidential Information (as defined in Annex A [Definitions]) of the other Party and (ii) not make Confidential Information available to third parties in whole or in parts or permit third parties to access Confidential Information, unless and to the extent that (a) the Agreement permits so or (b) this is required by a legal obligation requested by a competent court, tribunal or authority.
6.2 Duration of confidentiality obligation
The confidentiality obligation shall apply for the duration of all Agreement(s) and for five years after expiry or termination of the last Agreement or as long as the Disclosing Party has a legitimate interest to keep the Confidential Information confidential (whichever is longer).
Data protection
7.1 Applicable data protection legislation
The Parties undertake to comply with the applicable data protection legislation, in particular the Swiss Data Protection Act ("DSG") and the EU General Data Protection Regulation, as applicable ("GDPR").
7.2 Governing of data processing activities
To the extent that Service Provider processes personal data for and on behalf of Customer, the Data Processing Addendum in Annex C (Data Processing Addendum) shall apply.
Liability and Indemnification
Except for damage or losses caused by gross negligence or willful misconduct, Service Provider's aggregate liability, whether arising out of breach of contract or tortious acts, in connection with an Agreement shall be limited to the lower of the following amounts: (i) 100% of the total remuneration paid by Customer during the calendar year under the relevant Agreement in which the claim(s) arise, or (ii) CHF 100'000; and, in addition (iii) be excluded, to the extent permitted by law for indirect and consequential damages, including the liability for loss of profit and loss of data, and for third party claims.
Customer shall hold harmless, indemnify and defend Service Provider against and from any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with (i) Customer's use of the Services or Deliverables, (ii) any breach by Customer of its obligations under the Agreement, or (iii) any act or omission of Customer, its employees, agents, subcontractors or Affiliates.
References and Marketing
Customer authorizes Service Provider to use Customer's name and logo together with a brief description of the project or Services (e.g., a so-called "reference case") for sales, marketing, and communication purposes. Any other use as well as more detailed technical descriptions (e.g., white papers, solution descriptions) require the written consent of Customer, which shall not be unreasonably withheld.
Compliance
Customer shall use the Services and Deliverables, respectively, only in compliance with Swiss law, including the Swiss sanctions and export control regime, and any other applicable law, including any other applicable sanctions and export control regime.
Term and termination
11.1 Agreement Term
Each Agreement shall start on the Agreement Start Date defined in the Order Form. If no Agreement Start Date is defined, the Agreement Start Date shall be the date on which Customer signs the Order Form, provided it has been accepted by Service Provider.
The Agreement Term is defined in the Order Form. If no Agreement Term is defined, the Agreement Term shall be valid until the last Service of the relevant Agreement has ended, unless terminated earlier in accordance with these GTC.
11.2 Service Term
If no Service Term(s) has been defined in the Agreement, the Service Term(s) shall be twelve (12) months starting from the Service Start Date. If a Service is not terminated in accordance with the Agreement, the relevant Service Term shall be extended automatically for another twelve (12) months.
11.3 Termination for convenience
Each Agreement or Service may be terminated in accordance with the terms and conditions agreed in the Agreement. Unless defined otherwise in an Agreement, either Party may terminate an Agreement or a single Service listed in the Agreement upon the end of the Agreement Term (or the Service Term, as applicable), subject to a notice period of three (3) months.
11.4 Termination for cause
Each Party may terminate an Agreement or a Service at any time with immediate effect (i) if the other Party commits a material breach or a number of breaches which are material in the aggregate for the relevant Service or Agreement (as applicable) and, if curable, if such breach(es) is/are not cured despite the terminating Party requesting the other Party to cure the breach(es) within a reasonable grace period of at least thirty (30) days; or (ii) if the other Party is insolvent or unable to pay its debts, enters into bankruptcy, insolvency, liquidation, or a similar proceeding under applicable law, or files a petition for any of the foregoing; or (iii) as set forth in these GTC.
11.5 Consequences of termination
Upon the termination of the Agreement becoming effective, Customer shall cease any further use of the relevant Services and Service Provider will no longer provide any Services under the Agreement.
Miscellaneous
12.1 Entire Agreement
The Agreements and any other documents mentioned in Clause I.1.3 (Agreement of precedence) constitute the entire understanding between the Parties relating to the respective subject matter and supersedes all prior oral or written agreements between the Parties.
12.2 Updates to these GTC and SchedulesService Provider reserves the right to update these GTC and Schedules from time to time. Such updates will be communicated in text form at least three (3) months in advance. If Customer does not object in writing within thirty (30) days of receiving the notification, the respective change is deemed accepted. In case of an objection, Service Provider may terminate some or all of the affected Services as per intended effective date.
12.3 Form requirements
The conclusion of an Agreement as well as amendments and supplements to each Agreement must be made in writing. Clause I.4.6 (Adjustments to the remuneration), Clause I.12.2 (Updates to these GTC and Schedules) and Clause IV.2 (New Releases) remain reserved.
The requirement of the written form is fulfilled if the declaration of the Parties is made (a) by means of a handwritten signature or (b) by means of applying an electronic signature via the online platform of DocuSign, Inc (or a comparable service provider). The transmission of the relevant declaration shall be made in case a (a) by personal delivery, by mail or electronically (e.g., via e-mail) in a format suitable to record the declaration made in the document (e.g., .PDF) or in case (b) by transmission of the document containing all required electronic signatures of one Party to the other Party.
12.4 Assignment
The assignment of rights and obligations by Customer under an Agreement to third parties requires the prior written consent of Service Provider. Customer hereby allows Service Provider to assign rights and obligations under Agreements to third parties.
12.5 Non-solicitation clause
Between conclusion of the first Agreement and for one year after expiry or termination of the last Agreement, Customer may not, without the prior written consent of Service Provider, directly or indirectly solicit or hire any Service Provider employee involved in the performance of any Agreements.
Violation of this Clause I.12.5 (Non-solicitation clause) shall result in a contractual penalty in the amount of CHF 100'000.- (one hundred thousand) for each infringing act/omission, irrespective of any fault and irrespective of any damage. Further claims (including claims for specific performance) are reserved. The reversal of the burden of proof pursuant to Art. 161 para. 2 of the Swiss Code of Obligations shall not apply.
12.6 Use of AI Tools
Customer agrees that Service Provider may use generative AI tools in the provision of Services and other contractual obligations. Service Provider shall procure and implement generative AI tools with reasonable care. However, Service Provider shall not be liable for any errors, omissions, or defects in the software that are directly attributable to the inherent limitations, unforeseen behavior, or outputs of the generative AI tools. Service Provider does not guarantee the uniqueness of the output generated by these generative AI tools, the accuracy and completeness of such output, and cannot be held responsible for any claims, damages, losses, and expenses arising out of or in connection with the use of generative AI tools. Customer acknowledges and accepts these inherent risks of using generative AI tools, also where they are used by Service Provider for providing Services. Where Service Provider uses AI to generate response and other work results or to provide the Services, and this is transparent to Customer, the risk of such AI output being incorrect, incomplete or otherwise not adequate is fully upon Customer and does not qualify as Defect, deficiency or poor performance.
To the extent Customer directly engages with AI tools or features provided by Service Provider, it is the Customer's responsibility to not disclose any Confidential Information to the respective AI tool or feature that Service Provider may not use and otherwise process as provided for herein (including by maintaining confidentiality as agreed).12.7 Contractual rights and obligations
The rights and obligations of Parties under the Agreement are of a contractual nature and the Parties agree that they do not form any form of cooperation such as a simple partnership pursuant to Art. 530 et seq. Swiss Code of Obligations. The Parties further agree that there are no third-party beneficiaries under the Agreement unless expressly agreed otherwise.
12.8 Severability
Should individual provisions of an Agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the original provision.
12.9 Force Majeure
Service Provider shall not be in default and will assume no liability or responsibility for consequences arising out of the interruption of its performance of any Service by a relevant force majeure event, i.e. all causes beyond the reasonable control of Service Provider that result in the delay or failure to execute the Services provided in an Agreement ("Force Majeure"). Such circumstances shall result in an excusable delay. A delay resulting from any of the stated events, or significant events of a similar uncontrollable nature, shall suspend performance of any relevant Services up to a period equal to the delay.
12.10 Notices
All notices or other communications to be given under or in connection with an Agreement shall be made in writing and in English, and shall be delivered by hand, by registered mail (return receipt requested) or by an internationally recognized courier or by e-mail to the known address of the receiving Party.
Each Party may change or amend the addresses provided in the Order Form for the purposes of this Clause I.12.10 (Notices) by giving the other Party written notice of the new address in the manner set forth in this Clause I.12.10 (Notices).
12.11 Applicable law and place of jurisdiction
The Agreement shall be governed by Swiss substantive law, excluding the Federal Act on Private International Law (IPRG) and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention/CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement(s) is Pfäffikon SZ, Switzerland.
12.12 Applicability of Financial Services Addendum
Annex D (Financial Services Addendum) shall apply automatically to the Agreement to the extent that Customer or any Authorized Affiliate qualifies as a Regulated Entity subject to Financial Law. Applicability shall not depend on express selection in an Order Form, and any such reference shall be declaratory only.
Specific Terms: General Services
Scope
The following Specific Terms in this Section II apply for all Services stated in an Agreement (such as, but not limited to consulting services, support services and Agile Development Services), unless an Order Form does not reference to other Specific Terms or the Service qualifies as a SaaS-Product (collectively "General Services").
Warranty and Remedies
2.1 Warranty
Service Provider warrants that the General Services (except Agile Development Services) will be provided materially in compliance with the documentation provided by Service Provider.
Service Provider carries out Agile Development Services with due care and no specific results are owed; only if (i) the Parties explicitly agree that the Service Provider shall provide a specific sprint result in compliance with a mutually agreed individual sprint goal and (ii) declare the sprint goal as "binding", the Service Provider warrants that the specific result is materially compliant with the individual binding sprint goal; any denial of acceptance of a specific result shall happen by the end of a sprint review (and deemed to be given if there is no denial by then).
Any other warranties are expressly excluded.2.2 Remedies
In case of any breach of any of the representations and warranties given by Service Provider, Customer shall be entitled to request in writing that Service Provider remedies the breach (including by providing a reasonable workaround) within a reasonable grace period of at least thirty (30) days. If Service Provider fails to remedy the breach within said grace period, and if it fails to do so during a second reasonable grace period set in writing by Customer, Customer may either (i) request a proportionate and adequate reduction of the remuneration according to Clause I.4.1 (Remuneration principles) payable by Customer in consideration for the Service(s) of Service Provider that are affected by the breach of the representation or warranty.
2.3 No further warranties or remedies
Any express or implied representations, warranties and remedies other than those expressly set forth in this Clause II.2 (Warranty and Remedies) are excluded.
Specific Terms: Deliverables
Scope
The following Specific Terms in this Section III only apply insofar as (i) the Order Form explicitly states that Service Provider provides Customer with Deliverables according to this Section III and (ii) the respective Deliverables have been defined in the Order Form or the applicable Schedule(s).
Testing and Acceptance
Customer shall thoroughly test and declare or deny acceptance regarding any Deliverables (a) upon Service Provider's notice within 10 Business Days or (b) within 10 Business Days upon Service Provider granting access to the Deliverable for acceptance purposes, whichever comes first. Customer may deny acceptance only insofar the Deliverable materially deviates from the agreed specifications in the Order Form and documentation provided by the Service Provider, and only when used in line with the documentation and for the intended purpose ("Defect"). If within said acceptance period, Customer does not inform Service Provider about a Defect, including a detailed description of it, the respective Deliverable is deemed as accepted. Service Provider has the right to initiate partial acceptance procedures. The productive use of a Deliverable is deemed as acceptance.
In case of denial of acceptance, the Customer is entitled to the remedies set out in Clause III.5 (Warranty and Remedies)
Change Requests
3.1 Change request and response
Both Parties may request changes to the Deliverables in writing. Service Provider shall assess requests and shall provide to Customer an estimate of the impact on timing and additional costs. Customer shall inform Service Provider within a reasonable period of time of its decision to either (a) withdraw the request, which terminates the change procedure; or (b) instruct Service Provider to implement the requested change as set out in Service Provider's estimate. The existing Agreement continues as is during the change procedure, unless otherwise agreed by the Parties.
3.2 Costs for estimates
The estimate done in accordance with Clause III.3.1 (Change request and response) and to be remunerated based on a time-and-material basis. If Service Provider deems the effort required for it to be significant, Service Provider shall be entitled to remuneration for these additional efforts on a time and material in accordance with Clause I.4 (Remuneration and terms of payment) of these GTC.
3.3 Minor changes
For minor changes required by Customer that generate fees of less than CHF 5'000, the change request procedure set out in this Clause III.3 (Change Requests) does not apply. Service Provider is instructed to carry out these changes on a time-and-material basis without further approval.
License granted
Upon acceptance of the Deliverable and subject to full payment of the relevant remuneration, Service Provider grants Customer a non-exclusive, worldwide, perpetual license to use the Deliverable for Customer's Business Purposes.
Warranty and Remedies
5.1 WarrantyService Provider warrants that the Deliverables materially comply with the specifications expressly agreed in the Agreement for a period of six (6) months after acceptance.
5.2 Remedies
In case of any breach of warranties given by Service Provider or in case of any denial of acceptance, Customer shall be entitled to request in writing that Service Provider remedies the breach (including by providing a reasonable workaround) within a reasonable grace period of at least thirty (30) days. If Service Provider fails to remedy the breach within said grace period, and if it fails to do so during a second reasonable grace period set in writing by Customer, Customer may either (i) request a proportionate and adequate reduction of the remuneration according to Clause I.4.1 (Remuneration principles) payable by Customer in consideration for the Service(s) of Service Provider that are affected by the breach of the representation or warranty.
5.3 No further warranties or remedies
Any express or implied warranties and remedies other than those expressly set forth in this Clause III.5 (Warranty and Remedies) are excluded, in particular any warranty for fitness of purpose, merchantability, non-infringement, and no warranty is provided that a Deliverable is free from defects or errors (other than Defects as defined above). Any use in deviation of the documentation provided by the Service Provider or modification of a Deliverable will void its warranty.
Specific Terms: SaaS-Products
Scope
Unless agreed otherwise, the following Specific Terms in this Section IV apply if and to the extent the Services consist of the provision of a software-as-a-service product ("SaaS-Product").
New Releases
Service Provider may, from time to time and in its own discretion make available patches, updates and new releases of the SaaS-Product (each a "New Release") by deploying such New Releases. Service Provider shall use its best efforts to deploy such New Releases only during maintenance windows communicated in advance.
New Releases may in Service Provider's reasonable discretion introduce changes, new or additional functionality or remove existing functionality or other characteristics in the SaaS-Product. Customer may have to procure additional Services from Service Provider or otherwise update its infrastructure or services (e.g., update its browser technology or security configuration) in order to ensure that all external dependencies to SaaS-Product, including but not limited to deprecated interfaces and interfaces with changes, are adjusted to align with the changes of the upcoming New Release. Customer shall ensure that such adjustments are completed within sixty (60) days after Service Provider has announced the intention of deploying a New Release and related compatibility requirements have been communicated to Customer.
Service Provider shall inform Customer in writing of any planned discontinuation or material changes of key existing functionalities in writing at least sixty (60) days in advance (unless a shorter notice period is required due to reasons or circumstances beyond Service Provider's reasonable control). Customer may terminate the Agreement(s) affected by such planned discontinuation or material change by providing at least thirty (30) days' prior notice upon the date of planned deployment of the relevant New Release. Effective as of the deployment of the relevant New Release, the respective Agreement shall be deemed amended accordingly, if and as needed to reflect the change.
Customer may at any time suggest amendments to be made to SaaS-Product(s). Service Provider will consider such suggestions in good faith; however, considering that Service Provider makes available the SaaS-Product as a software-as-a-service offering for multiple clients of Service Provider, Service Provider is not obliged to implement any suggested changes.
If the Parties agree to implement amendments to the SaaS-Product, the implementation shall be carried out upon the payment of separate fees (time&material-based). The Usage Rights for the relevant SaaS-Product shall be extended to the relevant amendments. Service Provider is entitled to deploy the relevant amendments also for other customers.
Service Levels
3.1 General
To the extent applicable, the Parties define service levels (if any) related to SaaS-Products in an Order Form or the Schedules related to the Services agreed in the Order Form. If and to the extent the Order Form or such Schedules do not govern service levels, this Clause IV.3 (Service Levels) applies.
3.2 AvailabilityService Provider uses commercially reasonable efforts to make the SaaS-Product available to Customer on a continuous basis. However, no minimum availability level, uptime percentage, service level target, or guaranteed service window is agreed or implied. Service Provider does not commit to any specific availability or continuity of access to the SaaS-Product.
Temporary unavailability of the SaaS-Product may occur, inter alia, due to maintenance, updates, force majeure events, failures of third-party networks or services, security measures, or other circumstances within or beyond Service Provider's reasonable control.
The same applies mutatis mutandis to any other Service.
Customer shall have no right to service credits, refunds, damages, or other remedies due to any unavailability or limited availability of the SaaS-Product, except as expressly agreed otherwise in the Agreement.
To the extent service credits are agreed in an Agreement related to non-availability of a SaaS-Product, and unless otherwise defined in an Agreement, service credits must be claimed by Customer within thirty (30) days upon the end of the period of time relevant for measuring the service level (e.g., month); if no period of time has been agreed, the period shall be the month during which the service level breach occurred.
Customer acknowledges and accepts that any compensation or credits granted for service level commitments related to the availability of SaaS-Products and/or related support services constitute the sole compensation related to the availability of the SaaS-Product and related support services.
3.3 Support
Agreed human support Services for SaaS-Products are limited to Business Hours.
Use of SaaS-Products
4.1 Usage Rights granted
Subject to the terms of the Agreement, Service Provider grants Customer a non-exclusive, non-transferable, and non-sublicensable right to use the SaaS-Product for its Business Purposes ("Usage Rights") beginning from the Service Start Date until term or termination of the respective Service.
Usage Rights are granted to persons within Customer's organization and to End Customers, each to the extent and as stated in the Order Form (collectively, the "Authorized Users").
Upon the expiry of the term of the respective Service or termination of the Service, (i) Customer shall immediately cease using the SaaS-Product(s) and (ii) Service Provider shall hand over to Customer upon request (such request to be made no later than 30 days after expiry or termination) in a machine-readable format reasonably determined by Service Provider the Customer Data available on Service Provider's productive infrastructure.
4.2 Usage restrictions and acceptable use
Customer shall not, and shall ensure Authorized Users do not, use the SaaS-Product beyond the granted Usage Rights. In particular, Customer shall not:
(a) copy, modify, reverse engineer, or create derivative works of the SaaS-Product; (b) circumvent any security measures; (c) use any interfaces other than the Official Interfaces; (d) use the SaaS-Product for any unlawful purpose or in any way that could harm Service Provider, its services, or any other person; or (e) undertake any action, including without limitation, prosecution, registration or enforcement of any intellectual property right that could in any way preclude Service Provider from continuing to market the SaaS-Product(s).Customer shall provide Service Provider with access and information reasonably required by Service Provider to assess Customer's usage of the SaaS-Product(s) in accordance with Agreement. Customer agrees that it will allow Service Provider, Service Provider's internal or external auditors (bound by an adequate confidentiality undertaking) to audit and verify the accuracy of the information provided by Customer.
If Customer exceeds its Usage Rights, Service Provider may invoice the excess use at its standard rates.
4.3 Access management and security
Customer is responsible for managing access to the SaaS-Product for Authorized Users. It is Customer's responsibility to ensure that Authorized Users who are no longer authorized by Customer to access SaaS-Product(s) may no longer do so and to timely deactivate the relevant access codes and user accounts.
Customer shall: (a) Ensure that access credentials are kept confidential and are not shared; (b) be responsible for all activities conducted under its user accounts; and (c) immediately notify Service Provider of any suspected unauthorized access or use.
Service Provider may suspend access if it reasonably suspects a security breach or misuse, and will notify Customer of such suspension. Customer shall, within its sphere of responsibility, provide reasonable support and assistance to Service Provider to resolve the issue.
Warranty
5.1 General
Service Provider warrants that the SaaS-Products substantially comply with the specifications and documentation expressly provided for by Service Provider, subject to any updates of the SaaS-Products.
5.2 Remedies
In case of any breach of warranty given by Service Provider, Customer shall be entitled to request in writing that Service Provider remedies the breach (including by providing a reasonable workaround) within a reasonable grace period of at least thirty (30) days.
If Service Provider fails to remedy the breach within said grace period, and if it fails to do so during a second reasonable grace period set in writing by Customer, Customer may request a proportionate and adequate reduction of the remuneration payable by Customer in consideration for the work or service of Service Provider that is affected by the breach of the representation or warranty.
5.3 No further warranties or remedies
Any express or implied warranties and remedies other than those expressly set forth in this Clause IV.5 (Warranty) are excluded.
February 2026
Annexes
Annex A: Definitions
Annex B: Rate Card
Annex C: Data Processing Addendum (DPA)
Annex D: Financial Services Addendum (FSA), only if agreed in the Order Form
Annex A: Definitions
Capitalized terms used but not defined elsewhere in the Agreement shall have the following meanings. The meanings of the terms defined in this Agreement apply equally to the singular and plural of these terms.
"Agile Development Services" shall mean software development and related Services performed by Service Provider in accordance with agile principles and methodologies, whereas the scope, specifications and priorities are defined, refined and agreed on an iterative and incremental basis between the Parties.
"Affiliate" shall mean, with respect to a Party, any individual, partnership, firm, company, corporation or other entity, which directly or indirectly controls, is controlled by, or is under common control with, such Party, where in each case control is deemed to exist by controlling the majority of the shares or voting rights.
"Annex" shall mean any of the lettered annexes and addenda to these GTC.
"Business Day" shall mean Monday to Friday from 09:00-17:00 CET, excluding public holidays in Pfäffikon SZ, Switzerland.
"Business Hours" shall mean 09:00-17:00 CET on Business Days.
"Business Purpose" shall mean, related to Customer, making available Customer's own services to End Customers. The Business Purpose does not include the offering of IT-services or grant licenses to any third party or provide white-labelled services of Services to other third parties.
"Confidential Information" shall mean any form (i) of technical information, including without limitation records, methods, techniques, processes, discoveries, inventions, plans, concepts, specifications, source code and trade secrets; and any form (ii) of commercial, financial and business information, including but not limited to information concerning a Party or its Affiliates' current and future products and services, their clients, customers and contacts, their industry knowledge and expertise, their business plans and strategies, their marketing plans and techniques, whether or not that information could give any potential or actual competitor of the Disclosing Party or its Affiliates any form of commercial or other advantage; in either case supplied or disclosed by one Party or its Affiliates ("Disclosing Party") to the other Party or its Affiliates ("Receiving Party"), but excluding information which (i) was in the possession of the Receiving Party or its Affiliates before such Confidential Information was disclosed by the Disclosing Party or is independently developed by any employee, agent or otherwise on behalf of the Receiving Party or its Affiliates without access to or use or knowledge of the Confidential Information disclosed by the Disclosing Party; or (ii) is in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations hereunder.
"Deliverables" are defined as work results of development or other Services as explicitly agreed upon and labelled as a "Deliverable" by the Parties in an Order Form.
"End Customers" shall mean Customer's customers to whom Customer provides services supported by Agreement(s).
"End User(s)" shall mean (i) Customer's End Customers and (ii) the personnel of Customer engaged in the services supported by Agreement(s).
"Official Interfaces" shall mean (i) standard web browsers, (ii) frontend applications (iii) REST API; each (i)-(iii) only to the extent Service Provider has designated them as Official Interfaces in an Order Form.
"Permitted Use" shall mean the right to make the intended use of the functionality of the SaaS-Product by accessing the SaaS-Product for the purpose of Customer's own Business Purposes via the Official Interfaces, by granting – to the extent defined in the Order Form –End Users access to intended functionalities in the context of Customer's Business Purposes.
Annex B: Rate Card
Please request.
Annex C: Data Processing ADDENDUM
Please find this at:
https://www.hashgraph-group.com/contracts/dpa
Annex D: Financial Services Addendum
Please find this at: