Terms and conditions of sale

1.1

These general terms and conditions (hereinafter: "GTC") set out the conditions under which Coyote SA supplies its customers with hardware and intangible products such as software, as well as services, including the grant of the corresponding licences. They apply to every contractual relationship between Coyote SA and its customers from the moment the customers have become aware of them, whether through a Quote or otherwise.

1.2Precedence

Where the parties conclude a specific contract, its provisions take precedence over these GTC, which continue to apply on a supplementary basis to all matters not specifically governed.

Specific contracts concluded previously remain fully valid.

1.3Cancellation of all prior agreements

These GTC replace and cancel any prior agreement, written or oral, concluded between the parties, insofar as it concerns the same subject matter.

1.4Partial invalidity

Should these GTC be declared wholly or partly void, or be without legal effect, the remaining provisions of the GTC shall nevertheless continue to apply.

In that case, the parties shall interpret and apply the GTC so as to achieve, as far as possible, the purpose intended by the void or ineffective provisions.

1.5Amendment of the GTC

Coyote SA reserves the right to amend these GTC at any time. Amendments are notified to the Customer in writing (letter or e-mail) or by a notice on invoices. They are deemed accepted if the Customer does not object in writing within 30 days of notification, or if the Customer continues to use Coyote SA's services after that period.

2.1Entry into force

These GTC enter into force on 1 January 2026 and apply to all Quotes, order confirmations and contracts concluded between Coyote SA and the Customer from that date.

2.2Period of validity

The GTC remain valid for an indefinite period, until they are amended or replaced by a new version issued by Coyote SA.

3.1

The place of performance of the service is the one stated in the Quote.

4.1Scope of services

Coyote SA undertakes to provide the IT services (audit, consulting, installation, maintenance, support) as specifically described in the Quote or the Service Contract. Any service not explicitly mentioned is considered outside the flat rate and will be invoiced on a time-and-materials basis at the current rate.

4.2Duty to cooperate

Performance of the services depends on the Customer's active cooperation. The Customer undertakes to provide complete and accurate information about its infrastructure and needs. Any delay or failure in performance due to a lack of cooperation, incorrect information or the absence of a qualified contact person on the Customer's side cannot be attributed to Coyote SA.

4.3Technical limits and obsolescence

Coyote SA reserves the right to refuse any intervention on, or to decline any liability for, systems deemed obsolete (end-of-life hardware, software no longer supported by its publisher, operating systems without security updates). If the Customer requires an intervention on such systems, it is carried out without any guarantee of result or stability.

4.4Excluded interventions

Unless otherwise agreed in writing, Coyote SA's services do not include:

• Repair of damage caused by improper use, negligence or an attempted repair by the Customer or a third party.
• Data recovery where no functional off-site backup, for which the Customer is responsible, exists.
• Support for specific business software not installed or not approved by Coyote SA.
• Interventions related to external infrastructure problems (internet line failure, power cut, third-party services such as Microsoft 365/Google Workspace).

4.5Indicative nature of deadlines

The response and completion times stated in Quotes are indicative. Coyote SA endeavours to meet them, but exceeding them cannot give rise to damages, withholding of payment or cancellation of the order.

5.1Description

Coyote SA sells hardware and intangible products to the customer through suppliers. The sale of products by Coyote SA is subject to a Quote, written or oral, accepted by the customer, or to a specific contract signed by the parties.

5.2Orders

Every order is subject to acceptance by Coyote SA.

5.3Delivery dates

Coyote SA endeavours to meet the customer's delivery requirements as far as possible. Delivery depends on the availability of products from suppliers.

5.4Delivery, transfer of risk, ownership

Coyote SA delivers, or arranges delivery of, the products to the Swiss address stated in the order. If no such address is given, Coyote SA delivers to the customer's registered office.

The risk of damage or loss passes to the customer upon delivery at the destination address.

The hardware remains the property of Coyote SA until full payment of the agreed sale price.

Ownership passes to the purchaser only on the date the purchaser has paid the price in full. Until then, the customer may not give away, sell or pledge all or part of the hardware.

5.5Installation, acceptance

Unless otherwise provided in the contract between the parties, installation of the products is not included in their sale price.

5.6Grant of licences

When software products are sold, the publisher's licence terms apply. They are generally found in the product itself or in its accompanying documentation. The customer undertakes to comply with them.

6.1Access to the infrastructure

• To facilitate performance of the service, the Customer undertakes to grant Coyote SA free access (physical and remote) to all premises, equipment, files and data required to perform the service.
• If access is impossible for reasons attributable to the Customer during the agreed hours, Coyote SA reserves the right to invoice the waiting time or the wasted trip.

7.1

Service prices are fixed for the period of validity specified in the Quote given to the Customer.

7.2

For any service whose remuneration is not expressly provided for in the Quote or in a specific contract between the parties, Coyote SA invoices its IT services at its current rates.

7.3

Coyote SA invoices its services in 15-minute increments.

7.4

Product prices are fixed for the period of validity specified in the corresponding Quote from Coyote SA.

Any change to an order that postpones delivery beyond that period is considered a new order, in which case the applicable price is the one in force on the date Coyote SA receives the change request.

7.5Travel and other expenses

Travel expenses and other incidental costs necessary for the performance of Coyote SA's services are charged to the customer at the current rates.

8.1Terms

Unless otherwise agreed, the total net amount (VAT included) stated in the Quote is payable within 30 days.

8.2Reminder process

In the event of late payment, the collection cycle is as follows:

1. 1st reminder

   10 days after the invoice due date, new payment deadline: 10 days.

   Free of charge.

2. 2nd reminder

   10 days after the due date of the 1st reminder, new payment deadline: 10 days.

   Reminder fee of CHF 30.– excl. VAT.

3. Formal notice

   10 days after the due date of the 2nd reminder, new payment deadline: 10 days.

   Default interest of 5% per year from the date of default (art. 104 CO).

   Administrative fee of CHF 50.– excl. VAT.

4. Suspension of service

   10 days after the due date of the formal notice, following a warning that has gone unheeded.

   Coyote SA declines all liability for any damage suffered by the customer during this suspension (data loss, business interruption).

8.3Reactivation

The service will be reactivated upon receipt of all amounts due (principal, interest and reminder/formal notice fees), plus a reactivation fee of CHF 250.– excl. VAT.

9.1Period and scope

The warranty period and conditions are stated in the Quote issued by Coyote SA for each product. In the absence of specific information, the manufacturer's warranty conditions and period apply exclusively. Coyote SA assigns to the Customer its warranty rights against the manufacturer, to the exclusion of any other liability.

9.2Start of warranty

The warranty takes effect on the delivery date stated on the invoice.

9.3Warranty exclusions

The warranty does not cover damage resulting from normal wear and tear, lack of maintenance, improper handling, intervention by unauthorised third parties, or external factors such as power surges, natural events, water damage and the like, or vandalism.

9.4No right of return (no returns, no exchanges)

Except in the case of a delivery error by Coyote SA or a proven manufacturing defect covered by the manufacturer, hardware and intangible products (software) are neither taken back, exchanged nor refunded. The Customer is solely responsible for checking the compatibility and suitability of the hardware with its infrastructure before confirming the order.

10.1Exclusive intervention

The Customer undertakes not to make any modification, installation or direct intervention (or have a third party do so) on the IT system and programs without the prior consent of Coyote SA. Any malfunction caused by an unauthorised intervention will be invoiced additionally at the time-and-materials rate.

10.2Use of networks

The Customer guarantees that its users comply with the legislation in force (in particular the Swiss Copyright Act, CopA) and with the rules of Internet use. In particular, the following are prohibited:

• Downloading, viewing or distributing content that is illegal, hateful, infringing or protected by intellectual property rights.
• Any malicious activity (hacking, spamming, spreading viruses) or activity likely to compromise the security, stability or performance of the network.

10.3No set-off

The customer hereby irrevocably and unconditionally waives the right to set off any claim it may have against Coyote SA, on any grounds whatsoever, against the fees owed to Coyote SA under a contract.

11.1Limitation of liability

Coyote SA is bound by an obligation of means, not of result. It declines all liability in the event of:

• Malfunction, deterioration, loss or theft of equipment, software or personal belongings of the Customer or of third parties.
• Data loss, hacking, virus intrusions or cyberattacks, the Customer being responsible for subscribing to adequate backup and security options.

11.2Service continuity

Coyote SA cannot be held liable for interruptions or malfunctions of services provided by third parties (Internet service providers, telecom operators, cloud hosting providers).

11.3Indirect damage

Under no circumstances shall Coyote SA be required to compensate indirect or unforeseeable damage, such as loss of turnover, operating loss or damage to the Customer's reputation.

11.4Deadline for complaints

Any dispute concerning the performance of a service or an invoice must be sent in writing to Coyote SA within ten (10) working days of the date of the intervention or of the invoice. After this period, the service is deemed accepted without reservation and no complaint will be admitted.

12.1

Coyote SA undertakes to treat all of the Customer's data and information with the utmost discretion and in complete confidentiality.

12.2

However, Coyote SA cannot be held liable for any disclosure resulting from a malicious intrusion (hacking), a legal order, or negligence attributable to the Customer or a third party.

12.3

The Customer undertakes to treat as strictly confidential, and not to disclose, any documents, information, data or concepts originating from Coyote SA of which it may become aware.

12.4Data protection (FADP)

The parties undertake to comply with Swiss data protection legislation (FADP). In the course of its services, Coyote SA acts as a processor and processes the Customer's personal data exclusively for the performance of the services defined in the Quote. Coyote SA implements appropriate technical and organisational security measures. The Customer, as controller, guarantees that it holds the authorisations required for Coyote SA to process this data.

13.1

Coyote SA cannot be held liable for non-performance or delayed performance of any of its obligations resulting from force majeure. Force majeure means external, unforeseeable and irresistible events, in particular: natural disasters, fires, partial or total strikes, acts of terrorism, pandemics, and prolonged interruptions of energy or telecommunications networks beyond Coyote SA's control.

14.1

The Customer shall not hire, or employ in any way whatsoever, any current or future employee of Coyote SA, even if the initial approach comes from the employee. This prohibition applies for the entire term of the Contract and for six (6) months following its termination.

In the event of a breach, the Customer shall pay Coyote SA a lump-sum compensation equal to six (6) months of the employee's gross salary.

15.1

In the event of a dispute relating to the interpretation or performance of these GTC or of the resulting services, the parties undertake to attempt to settle it amicably before taking any legal action.

15.2

These GTC and the contractual relations between the parties are governed exclusively by Swiss law.

15.3

The exclusive place of jurisdiction for any dispute is the registered office of Coyote SA in Vevey.