Terms and
conditions

01.Scope

1.1 The following terms and conditions (hereinafter referred to as "T&C") apply to all legal transactions of successfactor GmbH (hereinafter referred to as "successfactor") with its contractual partners (hereinafter referred to as the "client"). Terms of the client that deviate from these T&C will only be accepted by successfactor after separate written acknowledgement. Individual agreements in the respective offer take precedence over these T&C.

1.2 All agreements made between successfactor and the client for the purpose of executing an engagement must be made in writing. Amendments, additions and ancillary agreements require written form to be effective. Email is sufficient to meet the written-form requirement.

1.3 The exact scope and content of the services result from briefings and project contracts and are governed by service specifications or service descriptions. If briefings are given verbally, the written confirmations subsequently issued form the basis for successfactor's work in each individual case.

1.4 An initial discussion and an initial offer are free of charge for the client and non-binding for both parties. Further activities by successfactor, in particular the preparation of project proposals or the creation of further offers, are subject to a fee unless expressly agreed otherwise; successfactor will inform the client of this in advance.

1.5 These T&C also apply to all future business relationships with the client, even if they are not expressly agreed again.

02.Duties and responsibilities of successfactor

2.1 successfactor is entitled to involve third parties in carrying out tasks, unless important reasons require performance by successfactor itself or the client expressly wishes performance by successfactor.

2.2 successfactor informs the client in writing about the progress of the project after each project phase and on request, and, where remuneration is based on time and effort, about the relationship between work progress and accrued costs.

2.3 successfactor will inform the client in good time of any difficulties that could call into question performance in line with the contract or lead to unsuitable solutions. In the case of extraordinary events, successfactor will inform the client immediately.

2.4 Events of force majeure entitle successfactor to postpone the project commissioned by the client by the duration of the impediment plus a reasonable ramp-up period. The client has no resulting claim for damages against successfactor. This also applies if important deadlines for the client cannot be met as a result.

03.Duties of the client

3.1 The client pays the agreed remuneration for the services that successfactor is to provide in each individual case.

3.2 The client provides successfactor free of charge with all data and documents required to carry out the project. successfactor handles all working documents with care, protects them against third-party access and uses them only for the preparation of the relevant engagement.

3.3 In connection with a commissioned project, the client may only place orders with other service providers after consultation with and in agreement with successfactor.

3.4 The client must promptly inform successfactor of any special technical requirements as well as statutory, regulatory or other rules, insofar as these are relevant to performance of the contract and use of the products. The client hands over to successfactor in good time all necessary documents and information.

04.Remuneration

4.1 The remuneration agreed in the order and/or contract applies. All prices are quoted in Swiss francs (CHF) plus statutory VAT. Unless contractually agreed otherwise, payments are due within 14 days of invoicing without any deduction. In the event of late payment, default interest at the statutory rate of 5% per annum is charged.

4.2 Unless otherwise agreed in the offer, the following payment terms apply: 50% upon engagement, 50% after acceptance and go-live.

4.3 If the preparation of the agreed services extends over a longer period, successfactor may invoice the client for partial payments for the partial services already rendered.

4.4 The following expenses are not included in successfactor's fee and are to be paid additionally by the client:

• Travel expenses on a time-and-materials basis
• Overnight stays and meals where required by the client
• Translation work
• Costs for external plugins
• Bespoke software procured with the client's express consent
• All third-party services rendered with the client's express consent

4.5 If the client changes or cancels orders, work or plans outside of ongoing care services, the client will reimburse successfactor for the resulting costs, including any commissions and fees, and indemnify successfactor against all liabilities towards third parties.

4.6 In the event of cancellation or substantial reduction of the order volume, the client is obliged to pay at least 35% of the originally agreed order volume.

05.Additional services

5.1 Unforeseeable additional work requires mutual agreement and, where applicable, additional remuneration.

5.2 Changes or extensions requested after acceptance will be invoiced separately.

5.3 A right to rescission or price reduction only arises if rectification has failed twice.

06.Data and documents

6.1 For the duration of the collaboration, successfactor stores all documents required to perform the contractual obligations with the necessary care.

6.2 successfactor can only be obliged to hand over documents and data relating to the work if the transfer of the associated rights to the client has been remunerated or agreed in advance. The documents and data provided by the client must be returned to the client at any time upon request.

6.3 All working documents, electronic data and records produced by successfactor in the course of the engagement remain with successfactor. The client cannot demand the release of these documents and data.

6.4 All working documents, electronic data and records required for the engagement and provided by the client may be stored on Microsoft 365. successfactor relies on the security and data protection measures of Microsoft 365.

6.5 Client data is processed only in compliance with Swiss data protection law.

07.Intellectual property / copyright and rights of use

7.1 Intellectual property, in particular in the software, know-how and other work results created by successfactor, remains in all cases with successfactor or its licensors, even if successfactor exceptionally delivers the source code or the client subsequently modifies applications. Source code is handed over on request after project completion. Libraries, frameworks and standard components are subject to the respective third-party licence terms.

7.2 successfactor expressly reserves the right to name attribution and the right to publish the works created on its own channels, unless otherwise agreed.

7.3 In the event of unauthorised use of works created by successfactor, the client owes a contractual penalty of CHF 20,000 per breach and per work.

7.4 The rights of use in unrealised works that have been remunerated on a time-and-materials basis or by a flat fee remain with successfactor.

7.5 Upon full payment of the agreed price, the client receives a non-exclusive, transferable right of use in the works created, within the scope of the agreed purpose.

08.Confidentiality

8.1 Any trade and business secrets of the other party that the parties learn directly or indirectly in the course of their collaboration must be kept secret and may neither be exploited nor disclosed or made accessible to third parties. Each party may designate the information and documents it considers confidential.

8.2 Information and knowledge that is generally known and readily accessible, that was already known to the party concerned or that has been lawfully communicated by third parties is not covered by the obligation of confidentiality.

8.3 This obligation of confidentiality continues to apply beyond the duration of the collaboration, including after any termination, as long as there is a legitimate interest in confidentiality.

09.Deadlines

9.1 The parties agree on schedules or individual deadlines. Only deadlines confirmed in writing are binding. Such deadlines are extended appropriately if:

• the client fails to provide the information required for performance in good time or in full;
• the client is in default with its work or with the fulfilment of its contractual obligations, in particular if it does not comply with the payment terms;
• obstacles arise that lie outside successfactor's control, such as natural events, accidents and illness, significant operational disruptions or technical problems, delayed or faulty deliveries, or official measures.

10.Acceptance

10.1 The parties agree on the terms of delivery and acceptance.

10.2 Unless a special acceptance procedure is agreed, the client must inspect the services rendered itself. If a functioning system is agreed, the client may request that successfactor demonstrate the agreed performance criteria.

10.3 If an acceptance procedure is agreed and is delayed for reasons not attributable to successfactor, the client is nevertheless obliged to pay on time without any special agreement.

10.4 Acceptance is deemed to have taken place if the client does not give written notice of defects within 14 days of submission.

11.Liability

11.1 successfactor warrants that the work entrusted to it will be carried out with due care and to the best of its knowledge, and that the work results will meet the properties confirmed in writing.

11.2 The client bears sole responsibility for online presences and content. If successfactor acts at the express request of the client, the client indemnifies successfactor in full against any third-party claims.

11.3 successfactor is not liable for factual statements about the client's products and services contained in marketing measures, nor for the patentability, copyright protection or trademark registrability of ideas, concepts and drafts supplied.

11.4 successfactor is liable only for damage caused intentionally or by gross negligence by it or its vicarious agents. Liability is limited to the single fee received from the relevant engagement. Liability for lost profit, indirect damage, consequential damage, data loss or reputational damage is excluded to the extent permitted by law.

12.Third-party services

12.1 Freelancers or third parties engaged by successfactor are vicarious or auxiliary agents of successfactor. The client undertakes not to commission these collaborators, who are deployed by successfactor in the course of the engagement, with projects either directly or indirectly without successfactor's involvement during the 12 months following the conclusion of the engagement.

13.Severability clause

13.1 Should individual provisions of these T&C be wholly or partly invalid, the validity of the remaining provisions shall not be affected. The invalid provision is replaced by a rule that comes as close as possible to the economic purpose of the invalid provision.

14.Written form

14.1 All amendments and/or additions to these provisions require written form to be valid. Email is sufficient to meet the written-form requirement.

15.Assignment

15.1 The transfer of rights and obligations to third parties or to affiliated companies requires the prior written consent of the other party.

16.Place of jurisdiction

16.1 This contract is governed by Swiss law, to the exclusion of its conflict-of-laws provisions and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes is Düdingen, Canton of Fribourg, Switzerland.

successfactor GmbH, May 2026