Legal Notices

General Conditions

Last Updated: 15th of September 2023

1. Scope of application

These General Conditions of Sale (“General Conditions” or “GC”) are applicable to all the activities provided by the Company Cryptnox SA (hereafter the “Company”), company located in 36 Av Cardinal Mermillod, 1227 Carouge (GE).

The company produces smart cards which are computer security products.

These Terms and Conditions apply to all sales made by the Company, whether through the Company’s website (www.cryptnox.ch), through resellers, through sales made by telephone, by email, by oral statement or by any other means.

By accessing and using the Company’s website, in particular by purchasing the Company’s products, the customer acknowledges that he/she is bound by the present General Conditions, which he/she declares to have read and understood.

The Company reserves the right, at its sole discretion, to modify these Terms and Conditions at any time. It is the client’s responsibility to consult them regularly in order to be informed of any changes. The Terms and Conditions applicable at the time of the conclusion of the contract by the Customer shall apply unless the Customer has expressly agreed in writing to other provisions.

2. Conclusion of the contract

The contract is concluded when the client accepts the Company’s offer in connection with the purchase of the Company’s products.

The contract is in any case concluded as soon as the client accepts the services offered by the Company and/or when he orders products on the Company’s website or when he directly buys his products.

3. Price

Unless otherwise agreed, all prices are quoted in Swiss francs (CHF). The Company reserves the right to indicate prices in other currencies depending on the countries in which its products are sold.

All prices quoted do not include additional amounts for value added tax (VAT), where applicable. The applicable VAT rate is determined by the country concerned.

The prices do not include any additional taxes that may be applicable.

Prices do not include postage and packing.

The Company reserves the right to change its prices at any time. The prices indicated on the Company’s website as well as those indicated on its price list apply at the time of the conclusion of the contract.

4. Payment

The company offers the customer the following payment methods: Invoice, Credit Card, PayPal,
Prepayment, Installment payment.

Generally, the sales price shall be paid in full by the customer upon conclusion of the contract. The Company will ship the ordered products as soon as the sales price is paid. In some cases, the Company may, at its sole discretion, issue an invoice to the customer and ship the ordered products before the sales price has been paid.

The customer undertakes to pay the invoice within 10 (ten) days from the date of issue of the invoice.

If the invoice is not paid within the above-mentioned period, the customer will be in default immediately.

Upon notice of default, the customer agrees to pay interest on arrears at the rate of 5% (five percent).

If the company offers products for sale, rental or other use through an internet platform, then it reserves
the right to require payment to be made electronically as part of the ordering process (credit card, Paypal
or other payment systems).

It is not possible for the client to offset any claims against the amount of the invoice that he/she has to pay to the Company.

When the amount of the order is important, the Company is entitled to require that the customer pays a deposit.

The Company reserves the right not to carry out a delivery or a service in case of late payment.

5. Obligations of the Company

5.1. Delivery / Delivery date
Delivery will be made within 5 (five) working days following the order if it is to be made in Switzerland. Longer delivery times may apply in the case of international sales.
If timely delivery is not possible, the customer will be informed of the new delivery date or availability of the product within 5 (five) working days of the order. The Company will endeavor to offer an alternative.

If the Company, its suppliers or commissioned third parties are unable to perform on time due to force majeure, e.g. natural disaster, earthquake, volcanic eruption, avalanche, storm, war, political or social unrest civil war, revolution and insurrection, terrorism, sabotage, strike or nuclear accident or damage to nuclear reactors, then the Company shall be released from the obligation to perform during such force majeure events as well as for an appropriate period of time following the end of such events. If the force majeure event lasts more than 30 (thirty) days, the Company shall be entitled to withdraw from the contract. The Company shall then refund in full the sums already paid by the client.

All other claims, in particular claims for damages due to force majeure, are excluded.

Unless otherwise agreed, the place of performance shall be at the Company’s registered office.

The service provided by the Company shall be deemed to have been performed when the products are delivered to the carrier selected by the Company.

Deliveries may be subject to Incoterms.

5.2. Auxiliaries
The Company expressly reserves the right to engage auxiliary persons to perform its contractual obligations.

6. Exchange

An exchange of the products is excluded.

7. Warranty

The Company guarantees that the product meets the intended specifications.

The duration of the above-mentioned guarantees is 1 (one) month.

Any possible defect must be reported to the Company immediately. The Company shall then decide whether the defective product shall be repaired or replaced. The customer shall only be entitled to a reduction or refund of the purchase price if replacement or repair is not possible. The customer may not request a replacement product during the repair period. The warranty period shall begin again for the

repaired component and shall continue to run according to the original warranty period for the other components.

A refund is not possible.

8. Responsibility

Any liability for indirect or consequential damages is excluded.

The liability for direct damage is limited to the purchase price of the product / the price of the service. This limitation of liability does not apply in cases of intent or gross negligence.

The customer is obliged to inform the Company immediately of any damage. A possible liability of the auxiliary persons is excluded, to the extent permitted by law.

9. Intellectual property rights

The Company has all rights to the products and services it offers.

Neither these Terms and Conditions nor the individual agreements relating to them relate to the assignment of intellectual property rights, unless expressly mentioned.
Furthermore, any reuse, publication or dissemination of information, images, texts or any other elements that the client receives in connection with these provisions is excluded, unless expressly authorized by the Company.

The Client shall ensure that it does not violate any intellectual property rights of third parties when using content, images, text or graphics in connection with the Company.

10. Data protection

The Company shall process and use the data collected at the time of the conclusion of the contract in order to fulfill its contractual obligations. The Company shall take all necessary measures to ensure data protection in accordance with the legal provisions. The customer agrees to the storage and use of his/her data in accordance with the contract and is aware that the Company may disclose his/her data or the data of third parties in the event of a court or other authority order. Unless the customer has expressly excluded it, the Company is entitled to use its data for marketing purposes. The data required for the execution of the service may be transferred to service partners commissioned by the Company and to other third parties.

The data protection legislation applies.

11. Integral

These General Terms and Conditions supersede any previous agreements or provisions. Only the provisions of individual agreements which specify these General Terms and Conditions shall take precedence over them.

12. Salvation Clause

The validity of these General Terms and Conditions shall not be affected if any of its provisions or any of its appendices is or should be declared invalid. In this case, the invalid or void provision shall be replaced by a valid provision that comes close to the purpose of the invalid or void provision. The same applies in the event of a possible contractual loophole.

13. Privacy

The client, the Company and their assistants undertake to keep secret all information exchanged or acquired in the course of the services performed. The obligation of confidentiality shall continue even after termination of the contract.

14. Agents and distributors

The customer accepts that any distributors or agents may work independently of the Company and that any claims should therefore be directed directly against them. The Company shall not be liable for any breach of contract by any agent or distributor.

15. Specific provisions

Software License: The Company grants the Customer the right to use the software for the agreed period (“License”). The License is not transferable and is limited to the functions and scope mentioned in the product description. The software remains the property of the Company even after payment of the fee. The customer may only use the software in connection with the agreed number of servers. It is not possible to copy the software except in case of backup. The customer is not allowed to copy the software, the documents associated with it or the computer programs. He is also forbidden to reproduce them, to sub-license them, or to transfer them to third parties. Furthermore, the customer is prohibited from modifying, decompiling, disassembling and making new software with these elements unless the company has expressly authorized it. The Customer shall be obliged to always use the current version of the software. Furthermore, the customer is not allowed to remove or modify the intellectual property signs on the software, on the documents associated with it or on the computer programs. The intellectual property rights remain the property of the Company as licensor and are not transferred to the customer. As licensee, the customer is the only person entitled to use the software in accordance with the agreement.

The customer must ensure that all technical measures and factual requirements are met in order to receive and use the services, data and content. If these conditions are not met, this shall not affect the conclusion and continuation of the contract between the customer and the Company.

The customer undertakes to provide the company with his personal data in accordance with his personal situation in the event of a request and to inform the company of any changes to his personal data.

Maintenance/Liability: Claims for damages for loss of investment, lost profits, loss of data, software restoration, downtime, loss of production or working time as well as for exchange rate losses are expressly excluded. This shall apply to all claims of the Customer, irrespective of their legal basis. The Company shall not be liable for external or indirect defects or consequential damages (e.g. defects due to service failures, delays in the transmission of information, viruses or system failures). Where the contractual liability of the Company is excluded or limited, the same exclusion or limitation of liability shall apply to the Company’s employees, representatives and various agents.

The customer accepts that checks and maintenance work are carried out by the Company, which may temporarily affect the availability of one or all of the products. Temporary transmission delays may also occur when content or services are transmitted to third parties. The Company endeavors to minimize the duration of such downtime in the interest of the customer. The customer agrees to accept some commensurate inconvenience. The Company assumes no responsibility for system failures related to network operators or service providers.

The Company does not guarantee that the Services will be available at all times without interruption, that connections can be made at all times or that the stored data will be available under all circumstances. The Customer shall have no claim for damages if access to the services is interrupted.

Warranty: The Company warrants that the licensed software corresponds to the product specifications and that it can be used in accordance with the corresponding instructions. Any modification or repair is only possible with the Company’s consent. The Company shall only assume responsibility for any modifications or repairs if this has been specifically agreed. The customer shall not be entitled to demand that the Company provide him with after-sales service or improvements.

The Company assumes no responsibility for the profitability of the licensed software or the business operations related to it. It does not guarantee that the license will generate short or long term profits. It is the customer’s responsibility to manage the business that will be conducted with the help of the software and to ensure that it corresponds to his risk profile. The client uses the program at his own financial risk and responsibility.

If defects are found in the licensed software, the Company must be informed by mail or e-mail within 3 days of downloading the software. The Company shall not be liable for any defects that occur as a result of improper handling, normal wear and tear or external influences (power failure, defective hardware etc.). In particular, the Company shall not be liable for any loss of data. It is the client’s responsibility to ensure that his data is regularly secured and to make the necessary backups.

16. Applicable law / Jurisdiction

These Terms and Conditions are subject to Swiss law.

The courts located at the place of the Company’s registered office shall have jurisdiction to settle anydispute between the parties, unless otherwise provided by mandatory legal provisions.

The Company shall be free to file a lawsuit at the defendant’s place of business/domicile.

This contract is an acknowledgement of debt within the meaning of Article 82 of the Federal Law on Debt Collection and Bankruptcy (LP).

The application of the United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is expressly excluded.

17. Contact

For any question or request for information, the customer can contact us via cryptnox.com We will be happy to answer you!