General Terms and Conditions of CORE

1. Scope

These General Terms and Conditions (,GTC CORE’) govern the contractual relationship between the client (,Client’) and an operating company of the CORE Group, in particular CORE Treuhand AG, CORE Revision AG, CORE Fiduciaire Revicor Ltd and CORE Medical AG, as well as any other CORE Group companies not listed above (e.g. subsidiaries or companies that may subsequently join the Group; such operating company hereinafter referred to as ‚CORE‘).

These GTC CORE apply to all services provided by CORE on behalf of the Client and form an integral part of the contractual relationship between CORE and its Clients. Individual agreements set out in an order confirmation or CORE’s product-specific terms and conditions shall prevail over these GTC CORE.

Any deviating or conflicting general terms and conditions of the Client shall not be recognised by CORE unless CORE has expressly agreed to them in writing. These GTC CORE shall also apply where CORE carries out the mandate without reservation despite being aware of deviating or conflicting terms and conditions of the Client. These GTC CORE shall also apply to pre-contractual obligations, in particular with regard to the limitation of liability.

2. Fundamentals of business relations

2.1 CORE performs its services with due care and in accordance with the applicable principles of proper professional practice. CORE does not provide any warranty or guarantee for the occurrence of certain economic events or consequences, even if it provides advice to the Client. For this reason, CORE cannot make any binding declarations in the form of expectations, forecasts or recommendations regarding the occurrence of certain results, notwithstanding the provision of certain work results.

2.2 Insofar as dates are not expressly agreed as binding warranties, they shall be deemed to be general, non-binding targets.

2.3 Interim reports and preliminary work results, the draft nature of which is explicitly stated or results from the circumstances, may deviate from the final result and are therefore not binding.

3. Client’s cooperation

3.1 All information, documents and data required for the proper performance of the services must be provided to CORE by the Client in a timely manner and without being requested to do so. CORE may assume that the information, documents and data supplied are correct, complete, legally compliant and legally valid.

3.2 Information, documents and data provided are not reviewed by CORE as to their accuracy, completeness, compliance with the law and/or legal validity, unless CORE has been expressly mandated to perform such review.

4. Remuneration: Fees, expenses and disbursements

4.1 Unless expressly agreed otherwise, the fee is based on the applicable hourly rates of CORE and the actual time spent. Cost estimates are based on the estimation of the work that will necessarily be required in the future within the scope of the services and presuppose the fulfilment of the Client's duty to cooperate. The starting point for such estimates is the information, documents and data provided by the Client. Consequently, such cost estimates are not binding for the final calculation of the fee. Cost estimates and other indications of fees or expenses are exclusive of value added tax.

4.2 Necessary subsequent changes to the content of the services or changes requested by the Client shall result in an appropriate adjustment of the fee. CORE may demand reasonable advances on fees or expenses and issue advance or interim invoices for activities performed and expenses incurred. CORE may make the performance of further activities dependent on full payment of the amounts claimed.

4.3 In addition to the fee, CORE charges a flat-rate expenses and disbursements fee of 2% of the total fee to cover general office costs, including the usual expenses for postage, photocopies, IT infrastructure, provision of documents, database research, service-related costs such as risk and independence management, as well as regulatory fees, etc. In the event of significantly above-average volumes of postal items, photocopies, research or documentation, the resulting additional costs may be invoiced separately.

4.4 Effective expenses and disbursements, in particular travel, transport, meals and accommodation costs, fees charged by authorities and invoices for services provided by third parties, as well as mandate-related premiums for D&O insurance, will be invoiced separately, i.e. in addition to the 2% expenses and disbursements fee. CORE reserves the right to forward third-party invoices to the Client for direct payment.

5. Confidentiality

5.1 CORE is obliged to maintain confidentiality about all confidential information of which it becomes aware in the course of the Client relationship. An exception to this is the disclosure of confidential information with the consent of the Client, on the basis of a legal obligation, or in response to a court or administrative order.

5.2 The Client agrees that CORE may disclose relevant information to protect and/or defend itself in any actual or threatened legal, administrative or regulatory proceeding or to enforce any claim against the Client. In such cases, CORE may also disclose relevant information in particular to its insurers, insurance brokers, lawyers and consultants.

5.3 CORE may outsource services and support services (such as translations, etc.) to third parties, provided they have agreed to keep confidential information confidential.

5.4 The obligation of confidentiality shall continue beyond the termination of the contractual relationship. This obligation does not prevent CORE from executing the same or similar orders for other Clients.

6. Digital information exchange

6.1 The parties may use electronic solutions (e-mail, communication platform, cloud services and the like) for the execution of their services and for communication, whereby transmissions by CORE are generally made without encryption. In the course of electronic transmission and storage, data may be intercepted, destroyed, manipulated or otherwise adversely affected, as well as lost for other reasons and arrive late or incomplete. Each party must therefore take reasonable precautions on its own responsibility to ensure error-free transmission, receipt and storage and to identify any elements that are deficient in terms of content or technical quality. CORE assumes no responsibility for the absolute protection of data or data transmissions.

6.2 CORE may make third-party software available to the Client. The conditions for the use of such third-party software are governed exclusively by the specifications of the software provider and any additional separate conditions of CORE. The Client acknowledges that the third-party software provider may gain access to its data in the course of maintenance.

6.3 CORE may charge a usage fee or pass on third-party fees for IT services.

6.4 If CORE transmits data on behalf of the Client physically, via electronic portals or in a similar manner to third parties or authorities, the Client remains responsible for the content of such data.

7. Data protection

7.1 The Client shall ensure that it has the necessary consents or bases for passing on personal data to CORE.

7.2 The processing of personal data by CORE is governed by the Privacy Policy, which can be viewed on the CORE website www.core-partner.ch/data-protection-statemement.

8. Subcontractor

CORE reserves the right to subcontract all or part of the services to third parties, to use technological systems and/or solutions from specialised third parties (including on the Internet) or to use external experts (collectively "subcontractors"). The Client expressly acknowledges that this option is open to CORE and consents to the disclosure of relevant information relating to the Client to subcontractors.

9. Limitation of liability

9.1 The mandated CORE company is liable for damages arising from the performance of its mandate only to the extent mandatorily prescribed by law, namely in in cases of wilful misconduct or gross negligence. The total liability of CORE arising from or in connection with the services provided cannot exceed the amount of the fee for the corresponding service charged to the Client during the preceding calendar year in the case of minor or ordinary negligent breaches of duty, whereby the same claim may only be asserted once in any calendar year.

Any liability shall exist exclusively on the part of the respective mandated CORE company. Any joint and several liability of the other companies of the CORE Group is expressly excluded.

9.2 If intentional or negligent conduct on the part of the Client is responsible for the damage incurred, CORE is released from any liability. This applies in particular where information, documents and data are provided to CORE in an incomplete, contradictory or delayed manner, or are not provided at all.

9.3 In the event that subcontractors are engaged, CORE shall be liable only for their careful selection and instruction. Any further liability is excluded to the extent permitted by law.

10. Property rights and rights of use

10.1 All intellectual property rights, such as copyrights and rights of use, relating to all documents, products or other work results created by CORE, as well as the know-how developed or used in this context, shall remain with CORE. CORE grants the Client a non-exclusive and non-transferable right of use for an indefinite period of time for the Client's own exclusive use of the documents, products and other work results provided to the Client, including the associated know-how.

10.2 The Client may only pass on documents, products and other work results or parts thereof as well as individual professional statements to third parties with the prior express written consent of CORE.

11. Termination

The Client and CORE have the right to unilaterally terminate the contractual relationship at any time. The Client shall be responsible for the fees, expenses and disbursements incurred up to the time of termination of the mandate, as well as for those fees, expenses and disbursements necessarily incurred in connection with the termination of the contractual relationship or with the transfer of the work to a third party of the Client's choice.

12. Documents and data

12.1 The Client is responsible for the safekeeping of the documents and data as well as for compliance with the statutory provisions. As a rule, CORE does not accept original documents from Clients for safekeeping. If the Client nevertheless provides CORE with original documents for safekeeping, CORE shall be obliged to keep them specially protected against theft and destruction due to natural events only if this is expressly requested by the Client in writing at the time of delivery.

12.2 Upon termination of the contractual relationship, CORE shall, at the Client's first request, provide the Client with its documents and data in a form to be agreed upon, unless CORE is entitled to retain the documents and data pursuant to Article 82 of the Swiss Code of Obligations due to outstanding compensation payments owed by the Client.

12.3 For the purpose of documenting its services rendered, CORE is entitled, but not obliged, to retain copies of the Client's documents and data.

12.4 After expiry of the statutory or contractual retention period, CORE destroys all documents and data of the Client without prior notice, however, CORE may retain a copy for the purposes of any legal, administrative or regulatory proceeding.

13. Final provisions

13.1 Should any provision of these GTC CORE be unenforceable or invalid, it shall cease to apply only to the extent of its unenforceability or invalidity and shall otherwise be replaced by a substitute provision that comes as close as possible to the invalid or unenforceable provision in economic terms. Any gaps in the relevant agreement shall be filled by provisions which come as close as possible to what the parties would have agreed according to the meaning and purpose of the agreement if they had thought of the relevant point when concluding the relevant contract.

13.2 CORE expressly reserves the right to amend these GTC CORE at any time. The new terms and conditions shall be notified to the Client in an appropriate form, in particular in writing or in electronic form, and shall be deemed accepted without objection within one month of notification or becoming aware thereof.

13.3 Swiss law shall apply exclusively, to the exclusion of any conflict of laws rules. To the extent permitted by law, the exclusive place of jurisdiction shall be Düdingen.

13.4 In the case of conflict between the content of these GTC CORE and the content of other language versions of the GTC CORE, the German version of the GTC CORE shall prevail.

Version dated 15th August 2026