General Terms and Conditions

Version 1.4 of 7 November 2026. Firnkern GmbH is in formation; registered office and commercial register details will follow after registration. The German version prevails.

Part A – General Provisions

1 Scope

1.1 These General Terms and Conditions ("these Terms") apply to all contracts between Firnkern GmbH (in formation), Northwestern Switzerland ("Firnkern") and its customers (the "Customer") concerning the Firnkern Server software (the "Software"), cloud operation, AI functions, training and onboarding, and support and maintenance.

1.2 Firnkern enters into contracts only with businesses, organisations, educational institutions and public bodies that procure the services for their professional or commercial activity. Contracts with consumers are excluded.

1.3 The Customer's general terms and conditions do not apply, even if Firnkern does not expressly object to them.

1.4 In the event of conflict, the following order of precedence applies: (1) written individual contract or quotation, (2) data processing agreement (DPA), (3) product and service description on firnkern.com at the time of the order, (4) Parts B to G of these Terms, (5) Part A of these Terms.

2 Conclusion of contract

2.1 Order via the purchase page: The Customer's order is a binding offer. The contract is concluded when Firnkern confirms the order by email or delivers the licence key. Before submission, the purchase page displays the tier, term, price and payment method; the Customer may correct its details there and must accept these Terms.

2.2 Quotation: A written quotation from Firnkern is valid for 30 days unless it states otherwise. The contract is concluded upon written acceptance (email suffices).

2.3 Trial period and voucher: Upon installation of the Software and acceptance of the licence terms in the installer, a free-of-charge usage contract under Part G comes into being (pilot phase with a voucher or, once sales have started, trial period). Upon redemption of a voucher, the tier and term stated in it apply.

3 Services and quality

3.1 The scope of the services is determined by the product and service description at the time of the order. Statements on the website, in films, presentations and in the book "Unersetzlich ist ein Risiko." are descriptions and not warranted characteristics. Statements marked as a target value (for example on shortening the time needed for onboarding) are not a warranty.

3.2 A guarantee or warranted characteristic exists only if Firnkern expressly designates it as such in writing.

3.3 The Software is a tool. Content (dossiers, answers, approvals, reviews, learning plans) is created, reviewed and the responsibility of the Customer. Firnkern does not provide any capture, analysis or consulting at the Customer's premises or within the Customer's operations unless expressly agreed in writing. The review of a handover by the successor and the confirmation by management remain the responsibility of the Customer.

3.4 Firnkern may further develop the Software and change functions, provided that the agreed core of the service (capture, dossier, approval, review, acceptance, handover, export) is retained.

4 Prices and payment

4.1 The prices in the price list or quotation at the time of the order apply, in the selected currency (CHF, EUR, USD or GBP), plus any value added tax.

4.2 Licences and AI credit are payable in advance: by card or TWINT when ordering, or by invoice, net within 30 days. Training is invoiced after it has been delivered; cloud operation is invoiced in advance for the term.

4.3 If the payment period expires without payment, the Customer is in default without a reminder; default interest of 5% per annum applies. In the event of default of more than 30 days, Firnkern may withhold further services (new keys, updates, support, cloud operation) until payment is made. The Customer's data is never blocked (clause 5.5).

4.4 The price is fixed for the paid term. New prices apply to renewals only if Firnkern has notified them at least 60 days before the end of the term.

4.5 Credits, discounts and pilot conditions apply only to the contract named and are not transferable. The lighthouse pilot discount requires a written agreement on a measurement protocol, a reference and a statement.

5 Term, renewal, end

5.1 Licences and cloud operation run for the fixed term selected (half-year, one year, 2 or 3 years) from the start date in the licence key. Ordinary termination during the fixed term is excluded.

5.2 Without a new order, the term ends automatically; there is no tacit renewal. If the Customer has selected "renew automatically", Firnkern invoices the subsequent term 30 days before expiry; the Customer may switch off automatic renewal at any time until the end of the term or revoke it by email.

5.3 An upgrade to a higher tier takes effect immediately; the additional charge is calculated pro rata for the remaining term. A downgrade takes effect at the end of the term and only if the active roles fit into the smaller tier.

5.4 Either party may terminate with immediate effect for good cause, in particular if the other party breaches material obligations despite a written reminder with a 30-day deadline. Firnkern refunds pro rata any remuneration paid for the period after a justified termination by the Customer.

5.5 After the end of the licence or the trial period, the Software switches to read mode: all content remains readable, printable and exportable; capture, editing and new roles are no longer possible. Firnkern does not block or delete any Customer data in the company network. For cloud operation, see Part C.

6 Obligations of the Customer

6.1 The Customer provides the system requirements in accordance with the product description and the IT guide and operates computers, network, operating system, access and virus protection at its own responsibility.

6.2 Data backup: The Customer backs up the Software's data regularly, at least daily, in accordance with the state of the art, and tests restoration. The Software offers a backup function for this purpose; it does not replace a backup outside the computer.

6.3 The Customer obtains the necessary consents from the persons who capture knowledge or whose knowledge is captured, informs them in accordance with data protection and employment law (in particular Art. 328b of the Swiss Code of Obligations (CO), the Swiss Federal Act on Data Protection (FADP), where applicable the GDPR, and co-determination rights) and observes confidentiality obligations towards third parties.

6.4 The Customer reviews results of the AI functions, translations, transcripts and suggestions before using them. It does not use the Software for automated decisions about persons and does not use it to assess the performance or suitability of employees.

6.5 The Customer keeps access credentials and licence keys secret, reports misuse without delay and is responsible for the actions of its users.

6.6 The Customer reports errors as precisely as possible (version, steps, screenshot or diagnostic package without confidential content).

6.7 The Customer shall not use the Software or the AI functions in countries, or by persons or organisations, subject to sanctions imposed by Switzerland, the EU or the USA, and shall comply with applicable export control regulations.

7 Warranty

7.1 Firnkern warrants that, when used in accordance with the contract, the Software substantially conforms to the product description. According to the state of the art, it is not possible to produce software that is completely free of errors; insignificant deviations are not a defect.

7.2 The Customer reports defects in writing within 30 days of discovery, with a comprehensible description. Firnkern remedies reported, reproducible defects, at its choice, by update, correction or a reasonable workaround within a reasonable period.

7.3 If the remedy of a material defect fails even on the second attempt, the Customer may demand an appropriate reduction of the remuneration for the affected service or terminate the contract for the remaining term and reclaim the pro rata remuneration. Further warranty claims are excluded to the extent permitted by law; damages are governed by clause 8.

7.4 No warranty applies to: defects attributable to modifications by the Customer, operation outside the system requirements or operating errors; services and systems of third parties (for example AI providers, mail servers, Microsoft Teams, messengers, payment providers, the Customer's data centres); the substantive correctness of AI results, speech recognition, translations, supplied questions and learning plan templates; free-of-charge services (Part G).

8 Liability

8.1 Firnkern is liable without limitation for damage caused by intentional or grossly negligent breach of contract, for personal injury and under mandatory provisions of product liability law.

8.2 For slight negligence, Firnkern is liable only for breach of material contractual obligations (obligations whose fulfilment is what makes performance of the contract possible in the first place and on which the Customer may rely) and only for the damage typical for the contract and foreseeable at the time of conclusion of the contract.

8.3 Liability under clause 8.2 is limited, per contract year, to the remuneration paid by the Customer for the affected service in the twelve months before the damaging event, but to no more than CHF 50'000.

8.4 To the extent permitted by law, liability is excluded for indirect and consequential damage, loss of profit, production downtime, savings not realised, claims of third parties, and damage arising from decisions the Customer bases on content of the Software, the dossiers or the AI functions.

8.5 For loss of or damage to data, Firnkern is liable only up to the effort that would have been required for restoration had the Customer properly backed up its data (clause 6.2).

8.6 Liability for auxiliary persons is excluded to the extent permitted by law (Art. 101 para. 2 CO).

8.7 For free-of-charge services (trial period, voucher, pilot), Firnkern is liable only for intent and gross negligence.

8.8 Claims for damages become time-barred one year from knowledge of the damage and the person liable, and at the latest three years after the damaging event, except in cases of intent, gross negligence or personal injury.

9 Force majeure

Neither party is liable for delays or failures caused by events beyond its control (for example natural events, pandemics, official orders, outages of public networks or of large cloud and AI providers, cyberattacks despite appropriate protective measures). If the event lasts longer than 60 days, either party may terminate the affected contract.

10 Data protection and data security

10.1 When operated in the company network, Firnkern does not process any personal data of the Customer. The Software sends nothing to Firnkern without the admin's action. The reporting service, error reports and update check are options that the admin switches on; before each report, the reporting person sees what is being sent. Dossier content is never sent.

10.2 In cloud operation and in the case of "AI via Firnkern", Firnkern processes personal data on behalf of the Customer. The data processing agreement (DPA, Annex 1) applies to this.

10.3 Support is provided without access to content. Remote access is available only in individual cases, on request and under the Customer's supervision.

10.4 The privacy policy on firnkern.com applies to the website, the purchase page and the reporting service.

11 Confidentiality

The parties treat confidential information of the other party that is not generally known as confidential, use it only for the contract and protect it appropriately. The obligation applies during the contract and for three years after its end; for trade secrets and personal data, without time limit.

12 Rights

12.1 All rights in the Software, documentation, films, question catalogues and templates remain with Firnkern or with the rights holder from whom Firnkern has the authority to license. The Customer receives only the rights of use stated in Part B.

12.2 Content captured by the Customer and its employees belongs to the Customer. Firnkern acquires no rights in it.

12.3 The Software contains open-source components and third-party models. The licences supplied with them (licence files in the program folder) apply to them; they take precedence over these Terms.

12.4 If a third party asserts that use of the Software in accordance with the contract infringes its intellectual property rights, the Customer informs Firnkern without delay and leaves the defence to it. Firnkern may modify or replace the Software so that there is no longer an infringement or, if this is not reasonable, terminate the contract and refund the pro rata remuneration. Damages are governed by clause 8.

13 References

Firnkern names the Customer as a reference, shows its logo or quotes it only with prior written consent.

14 Changes to these Terms

Firnkern may amend these Terms. The new version applies to new orders and renewals. Terms already running remain subject to the version applicable at the time of the order.

15 Final provisions

15.1 Amendments and supplements require text form; email suffices.

15.2 The Customer may transfer rights and obligations under the contract only with Firnkern's consent. Firnkern may transfer the contract to a successor company.

15.3 If a provision is invalid, the remainder remains valid; the parties will replace it with a valid provision that comes closest to its purpose.

15.4 Swiss law applies, to the exclusion of the Vienna Sales Convention (CISG) and of conflict-of-laws rules.

15.5 The exclusive place of jurisdiction is Firnkern's registered office. Firnkern may also sue the Customer at the Customer's registered office.

15.6 The German version prevails; the English version is provided for convenience.

Part B – Licence terms for the Software (operation in the company network)

B1 For the paid term, Firnkern grants the Customer a non-exclusive, non-transferable and non-sublicensable right to install and use the Software for its own purposes: with as many roles as the selected tier permits, and any number of the Customer's persons. One licence applies to one production server of the Customer; additional test and backup installations are permitted.

B2 The following are not permitted: making the Software available to third parties, renting it out or operating it as a service for third parties; modifying, decompiling or reverse engineering it, except to the extent that the law mandatorily permits this (Art. 21 of the Swiss Copyright Act (CopA)); circumventing the licence check, the role limit or read mode; removing notices of rights and licences.

B3 The licence key is verified on the Customer's computer; the Software does not need a connection to Firnkern for this. At the role limit, the Customer cannot create any further role; existing roles remain fully usable.

B4 During the term, the Customer is entitled to all new versions of the Software (bug fixes and new functions of the same product line). Firnkern supports the current and the previous major version. Firnkern provides security updates for each major version free of charge for at least five years from its market launch, also after the end of the licence term (read-only mode); the end date (month and year) is stated on the download and pricing pages.

B5 After the end of the term, read mode applies (clause 5.5). The right to use the Software to read and export one's own content continues indefinitely.

Part C – Cloud operation (not currently offered)

Note (as of 6 November 2026): Firnkern does not currently offer cloud operation; it is in preparation. Part C and all other provisions of these terms on cloud operation only apply once Firnkern expressly offers it in a written offer.

C1 Upon order, Firnkern operates a dedicated instance of the Software for the Customer in a data centre in Switzerland or, by agreement, in the EU, with HTTPS encryption, two-factor login and daily backup. The location is stated in the quotation.

C2 Firnkern provides the instance within the period stated in the quotation. Maintenance windows are announced at least 3 working days in advance, except for urgent security updates. Firnkern aims for availability of 99% per calendar month outside the maintenance windows (target value, not a warranted characteristic).

C3 After the end of the contract, the instance remains accessible in read mode for 30 days. During this time, the Customer may export all content or request a complete export. Thereafter, Firnkern deletes the data, including backups, within a further 30 days and confirms the deletion in writing on request.

C4 The DPA (Annex 1) applies to the processing of personal data.

Part D – AI functions

D1 The Software works without AI or with AI in three tiers: tier 1 in the Customer's own network without internet; tier 2 and tier 3 via providers of language models. The admin determines which tier applies; the page "AI and data protection" shows what was last sent to a provider. Voice output (reading aloud with a natural voice) is switched off until the admin switches it on; it uses a voice in the Customer’s own network or – with «AI via Firnkern» – a speech synthesis provider.

D2 Own AI account: If the Customer uses its own account with an AI provider, the contract for it exists directly between the Customer and the provider; the provider's terms and prices apply. Firnkern is not responsible for the provider's service.

D3 AI via Firnkern (where offered): Firnkern sells AI credit in advance (for example CHF 100, 300 or 1'000). The credit is valid for 12 months from top-up, is deducted as used and forms a cost ceiling – there is no additional charge. If the Customer buys further credit before expiry, the remaining credit is carried over; the entire credit is then valid again for 12 months from the top-up. Without a top-up, unused credit expires 12 months after the last top-up. Remaining credit is not paid out. Firnkern forwards requests to sub-processors (DPA, Annex 1). The credit is an advance payment for functions of the Software, not access to the providers’ services.

D4 Results from language models may be wrong, incomplete or outdated. The Software marks AI suggestions and, for content from documents, requires a citation as evidence; the model's "general knowledge" is marked. The Customer reviews results before use (clause 6.4).

D5 The Software's AI does not assess persons. As operator, the Customer is responsible for lawful use, including informing employees.

D6 Permitted use. The Customer uses the AI functions and voice output only through the functions of the Software and only for its own internal business purposes. In particular, the Customer shall not: (a) extract, pass on or use outside the Software the customer token or other access credentials, use the providers’ services independently of the Software, or make them available to third parties; (b) circumvent, or attempt to circumvent, protective, security or spending-cap functions; (c) generate or distribute content that is unlawful, deceives, manipulates, harasses or disparages persons, endangers minors, or instructs on violence or dangerous activities; (d) use voice output to imitate the voice of a real person or present synthetic speech as a recording of a real person; (e) use outputs to train speech or voice models or to develop products that compete with the providers’ services; (f) extract or reverse engineer the providers’ models, system instructions or safeguards; (g) base decisions with significant effect on persons (for example hiring, promotion, dismissal, performance assessment) on AI outputs (clause 6.4); (h) enter data that the provider has no legal basis to process, in particular sensitive personal data without justification; (i) infringe third-party rights (copyright, personality, trademark or trade secret rights).

D7 Provider terms. With «AI via Firnkern», the usage policies of the respective providers in their current version (Annex 3) apply in addition. The Customer complies with them and ensures that its users comply with them; where they go further than these Terms, they prevail. Where a provider’s terms so provide, the provider is a third-party beneficiary with its own right of enforcement regarding the usage restrictions in D6 and D7 (art. 112 para. 2 Swiss Code of Obligations). The Customer authorises the respective provider and its sub-processors to process the transmitted data in order to provide the service; otherwise the DPA (Annex 1) applies.

D8 Public bodies and elevated risks. If the Customer is an authority or a public-law or state-controlled entity performing public functions (for example a public school or university), «AI via Firnkern» and voice output via a provider are available only after prior written confirmation by Firnkern; Firnkern may make this subject to the provider’s consent. The same applies to uses with elevated risk, for example in healthcare or for safety-critical decisions. Tier 1, the voice in the Customer’s own network and an own AI account (D2) remain available without this restriction.

D9 Labelling. The Software labels AI suggestions, the AI assistant and synthetic voices as such. The Customer does not remove this labelling. If it uses AI outputs or voice output outside the Software (for example in training films or documents for third parties), it discloses their AI origin where required by law or by the provider’s terms.

D10 Suspension and changes. In case of reasonable suspicion of a breach of D6 to D9 or misuse of the customer token, or if a provider so requires, Firnkern may suspend «AI via Firnkern» for the Customer in whole or in part with immediate effect. Firnkern informs the Customer promptly, stating the reason, and lifts the suspension as soon as the reason ceases to exist. The rest of the Software and the Customer’s data remain unaffected (clause 5.5); the Software continues with tier 1 and the voice in the Customer’s own network. If a provider materially changes its terms or prices or discontinues its service, Firnkern may switch provider, amend Part D with 30 days’ notice or discontinue the affected function. The Customer may then switch off «AI via Firnkern» and – notwithstanding D3 – receives a pro-rata refund of unused credit. There is no refund in case of a suspension due to a breach for which the Customer is responsible.

D11 Indemnification. The Customer indemnifies Firnkern against third-party claims, including claims by providers, and against fines arising from a breach of D6 to D9 for which the Customer or its users are responsible, and reimburses reasonable costs of legal defence. Firnkern informs the Customer promptly of such claims and, where possible, allows it to participate in the defence.

Part E – Training and onboarding

E1 Training and onboarding take place remotely or on site; content, duration, location and price are stated in the quotation. They are services under a mandate (Art. 394 et seq. CO); what is owed is careful performance, not a particular learning outcome.

E2 If the Customer postpones or cancels an appointment, this is free of charge up to 10 working days beforehand; thereafter 50%, and from 2 working days beforehand 100%, of the agreed price becomes due. A replacement appointment within 3 months is credited.

E3 Training sessions are recorded only with the consent of all participants.

Part F – Support and maintenance

F1 During the term, support by email and enquiry form and updates (Part B, B4) are included. Support hours: Monday to Friday, 9 am to 5 pm (Swiss time), excluding public holidays at Firnkern's registered office.

F2 Firnkern generally responds within 2 working days (target value). In the case of an error that substantially prevents use, Firnkern gives it priority and, if necessary, provides a correction version (for example 1.0.1).

F3 Not included are: work in the Customer's network, data capture, content consulting, training of new employees and support for versions older than the previous major version. Firnkern provides such services only after a separate quotation.

F4 Reporting service and update check (option): If the admin switches them on, the Software may send feedback and error reports to Firnkern and check whether a new version is available. Only the information displayed before sending is sent (for example text of the report, version, operating system, error location), never dossier content. The admin installs updates themselves.

Part G – Trial period, voucher and pilot

G1 Until sales start (after Firnkern GmbH is entered in the commercial register), the Customer uses the Software in its own organisation only with a voucher (G2); without a voucher, read mode applies. Once sales have started, a free trial period is available; Firnkern states its duration and scope on firnkern.com and in the Software. After the trial period, read mode applies until a licence key is entered.

G2 Vouchers are licence keys for a specific tier and term without payment. They are not transferable and cannot be redeemed for money.

G3 For pilot operations, the terms of the pilot agreement apply in addition.

G4 Free-of-charge services are provided without warranty; liability is governed by clause 8.7.

Annex

• Annex 1: Data processing agreement (DPA) for cloud operation and AI via Firnkern
• Annex 2: List of sub-processors (in the DPA)
• Annex 3: Usage policies of the AI providers (current version in each case): ElevenLabs – Terms of Use EU/Switzerland https://elevenlabs.io/terms-of-use-eu and Prohibited Use Policy https://elevenlabs.io/use-policy · Anthropic – Usage Policy https://www.anthropic.com/legal/aup · Infomaniak – legal documents https://www.infomaniak.com/de/agb/allgemeine-bedingungen. The providers active for «AI via Firnkern» are named in the list of sub-processors (Annex 2).

Annex 1 – Data processing agreement

1 Subject matter and roles

1.1 This agreement governs the processing of personal data by Firnkern GmbH (in formation), Northwestern Switzerland (the "Processor") on behalf of the Customer (the "Controller") in the cloud operation of the Firnkern Server software and in "AI via Firnkern". It supplements Firnkern's Terms (Annex 1) and fulfils Art. 9 of the Swiss Federal Act on Data Protection (FADP) and, to the extent applicable, Art. 28 GDPR.

1.2 When operated in the Customer's company network with its own AI account, Firnkern does not process any personal data of the Customer; this agreement then does not apply.

2 Nature, purpose and duration of the processing

Item	Content
Purpose	Operation of an instance of the Software for the Customer (storing, displaying, backing up, restoring); forwarding of text and audio to language models in the case of "AI via Firnkern"
Categories of data	Name, business email, role, function; content of conversations, transcripts, task sheets, dossiers, reviews and learning plans; log data (login, time, IP address); audio only with the consent of the person
Data subjects	Employees, learners and other persons whom the Customer authorises; third parties named in content (for example supplier contacts)
Particularly sensitive data	not intended; the Customer avoids them in content
Duration	Term of the cloud contract or of the AI credit, plus deletion periods under clause 8

3 Instructions

3.1 Firnkern processes personal data only on the Customer's documented instructions, in particular in accordance with this agreement and the settings that the admin selects in the Software. If Firnkern considers an instruction to be unlawful, it informs the Customer accordingly.

3.2 Firnkern does not use the data for its own purposes, in particular not for training AI models.

4 Confidentiality

Persons who could have access to data at Firnkern are bound to confidentiality. Firnkern does not view content unless the Customer requests this in an individual case for support.

5 Technical and organisational measures

• Encrypted transmission (HTTPS/TLS), two-factor login, passwords and sessions stored only as hashes.
• Separate instance per customer (own container and own database).
• Rights by role in the Software; log of logins and of transmissions to AI providers (page "AI and data protection").
• Daily backup, stored encrypted, restoration tested regularly.
• Pseudonymisation of text before forwarding to a language model, to the extent the Software provides for this; audio only with consent.
• Security updates of the operating system and the Software without delay; access to the server only for named persons at Firnkern with a key and two-factor login.

6 Sub-processors

6.1 The Customer approves the sub-processors in Annex 2. Firnkern informs the Customer at least 30 days before any change; the Customer may object for good cause and may then terminate the affected contract as of the time of the change.

6.2 Firnkern contractually binds sub-processors to an equivalent level of protection.

6.3 Disclosure abroad takes place only to states with adequate data protection under Annex 1 of the Swiss Data Protection Ordinance (DPO) or with appropriate safeguards (for example standard contractual clauses of the EU Commission with Swiss adaptation).

7 Assistance to the Customer

7.1 Firnkern assists the Customer with the functions of the Software (export, deletion, rectification) and, on request, with requests for access, rectification and deletion by data subjects and with data protection impact assessments.

7.2 Firnkern notifies the Customer of a personal data breach affecting its data without delay, at the latest within 48 hours of becoming aware of it, with the information known.

8 Return and deletion

After the end of the contract, the Customer may export its data for 30 days. Thereafter, Firnkern deletes the data, including backups, within a further 30 days, unless a statutory retention obligation exists, and confirms the deletion in writing on request. In the case of "AI via Firnkern", Firnkern does not store requests for longer than is necessary for billing and troubleshooting at most 30 days.

9 Control

Firnkern makes available to the Customer the information necessary to demonstrate compliance with these obligations. On-site audits are possible by agreement, at most once per year, with 30 days' notice and at the Customer's expense, except where there is a reasoned suspicion of a breach.

10 Liability and final provisions

Firnkern's Terms apply to liability. In the event of conflict, this agreement takes precedence over the Terms in data protection matters. Swiss law applies; place of jurisdiction in accordance with the Terms. To the extent the GDPR is applicable, its mandatory provisions remain reserved.

Annex 2 – Sub-processors (draft, to be confirmed before use)

Provider	Service	Place of processing	Safeguard
Infomaniak Network SA	Server, storage, backup	Switzerland	Swiss law
Infomaniak Network SA, Geneva	Language model and speech recognition (tier 2, AI via Firnkern)	Switzerland	Swiss law
Anthropic, PBC	Language model (tier 3, only with consent)	USA	contractual safeguards under the provider's terms
Infomaniak Network SA	Email	Schweiz	Schweiz