GTC

myls AG

General Terms and Conditions (GTC)

between the customer (hereinafter referred to as “customer”) and myls AG (hereinafter
referred to as “myls”)

1. Scope
1.1 These General Terms and Conditions govern the contractual relationship between the
Customers and myls AG for all services offered and provided by myls.

1.2 By signing or electronically confirming an offer which includes these terms and conditions
as an integral part, as well as by using services, the customer agrees to these terms and
conditions.

1.3 Individual agreements described in offers, contracts or services
These terms and conditions apply in the event of a conflict. Otherwise, these terms and
conditions apply in addition.

1.4 These terms and conditions apply exclusively to business customers (B2B).

2.1 Conclusion of the contract
2.1 The contract comes into effect upon the customer’s acceptance of an offer or a
Contract offer from myls is concluded. Acceptance can be given in writing or electronically.
(e.g. via email or on a website), by telephone or through implied conduct
(e.g., payment, use of services).

2.2 myls is free to refuse offers without giving reasons or to make additional offers.
to make conditions (e.g. credit check, prepayment) dependent.

3. Start and duration
3.1 The contract term begins upon conclusion of the contract, unless a later date is specified
in the contract.
The start of services has been agreed upon.

3.2 Early termination does not release the customer from the obligation to pay the amount
due up to the
Remuneration owed at the end of the contract shall not be payable unless the termination is
due to an important reason attributable to myls AG, or due to proven cessation of business
(e.g. deletion from the commercial register).

3.3 If no written notice of termination is given two months before expiry, the contract will be
extended.
automatically for another twelve months.

3.4 The right to terminate the contract without notice for good cause remains unaffected for
both parties. Good cause includes, in particular, repeated payment defaults, violations of legal
provisions, misuse of services, or infringements of third-party intellectual property rights.

3.5 In the event of serious or repeated payment default, myls is entitled to withdraw its
To suspend services in whole or in part until all outstanding amounts have been paid.

4. Services offered by myls
4.1 myls provides the contractually booked services, in particular in the following areas:

● Website creation and operation
● Search engine optimization (SEO)
● Placement and management of online advertising (e.g., Google Ads, Meta Ads)
● Management of business listings
● Hosting of websites and email accounts
● Domain registration and technical administration
● Social media management and publishing services
● Creation and operation of chatbots

4.2 The exact scope of services, any service levels, minimum contract durations and
Specific details arise from the respective offer, the individual contract, or
Performance description.

4.3 Guarantees for specific results (e.g., ranking positions, traffic figures, number of leads)
or sales figures) will not be submitted unless explicitly stated otherwise in writing.
other agreements have been made.

5. Customer’s obligations to cooperate and implementation
5.1 The customer shall inform myls immediately about inactive websites, outdated or
incorrect information and other circumstances relevant to the performance of the contract
are.

5.2 The customer shall provide the necessary content (texts, images, logos, videos, etc.) on
time and
in agreed form and is responsible for its accuracy and for compliance with rights.
Third parties (e.g., copyright, trademark, personality rights) are responsible. In case of
delayed
Delivery may be subject to a reasonable grace period if myls inserts placeholders or performs
work.
suspend; the payment obligation remains unaffected.

5.3 Changes to content or configurations are possible at any time for a fee or in accordance
with
Possible by contractual agreement.

5.4 myls does not check customer content for legal, regulatory or technical compliance.
Suitability; the responsibility for this lies solely with the customer.

5.5 Violations of cooperation obligations (e.g., missing approvals, incomplete or
Delayed content, missing access data) lead to the exclusion of liability for myls.
for resulting direct damages, insofar as legally permissible (Art. 100 OR).
Additional effort (e.g., repeated queries, re-setting up,
Project delays may be billed to the customer.

5.6 Content that violates legal, regulatory, ethical, or business standards
Violations can be removed by myls after prior notification of the customer, or
will be rejected.

5.7 Upon termination of the contract, the customer’s access to the systems provided by myls
expires.
and data. The customer is responsible for ensuring that their own data is available in good
time before the end of the contract.
To perform backups and exports.

5.8 Upon written request from the customer within 30 days of the end of the contract, the
following will be provided
myls provides the customer with the most important, technically exportable data (e.g. contact
details,
Reporting data) in a common format (e.g., CSV, ZIP) against payment of the
corresponding expenses according to the hourly rates agreed in the contract or service
description. After this period, myls is entitled to
Data – subject to legal retention obligations – will be deleted.

5.9 myls is entitled to engage suitable third parties (subcontractors) to perform the services.
to involve freelancers, partner companies). myls remains responsible to the customer for the
responsible for the contractual performance of services.

6. Platforms, intellectual property rights and third-party rights
6.1 For the purpose of fulfilling the contract, user accounts on third-party platforms (e.g.,
Google, Meta,
Directories, booking portals) are created, or existing accounts are linked.
At the end of the contract, access will be restricted – insofar as technically and
organizationally possible.
Transferred and links removed.

6.2 The customer grants myls and the partners and platforms used by myls all rights to
the necessary usage, editing and publication rights for the fulfillment of the contract
the content supplied by the customer.

6.3 myls has no authority to issue instructions to platform publishers; publications
Third parties may reject, delay, or modify their content.

6.4 In the case of online advertising, myls acts as a technical service provider in accordance
with the guidelines of
Platform providers. For availability, functionality and content guidelines of these
Myls assumes no liability for third-party providers. Changes by third-party providers may
occur.
Adjustments are required, which will be compensated separately.

6.5 For public content (e.g., customer reviews, comments, customer posts)
The customer is solely responsible. The customer indemnifies myls against any third-party
claims in this matter.
Context-free.

6.6 All rights to standard solutions developed or used by myls,
Software modules, templates, designs, concepts, scripts, interfaces, tools and
Know-how remains with myls or appropriately authorized third parties. The customer
receives – insofar as necessary for the fulfillment of the contract – a simple,
non-transferable right of use for the duration of the contractual relationship, unless otherwise
agreed
unless something else is expressly agreed upon.

6.7 Notwithstanding clause 6.6, the following applies to individual works developed by myls
specifically for the customer and fully paid for by the customer (e.g., individual website
designs, logos, texts, custom programming): The customer receives a simple, non-exclusive,
non-transferable, but perpetual and worldwide right of use for the agreed purpose. This right
of use continues even after the termination of the contract. Standard solutions, modules, and
tools from myls as described in clause 6.6 that were used to create the individual work are
excluded from this.

6.8 myls is authorized to share general ideas, concepts, methods, algorithms and
Code modules developed as part of a customer project are also available for other uses.
Customers and own products may continue to be used unless expressly permitted.
An agreed exclusivity agreement exists.

7. Domain Management
7.1 If myls registers a domain on behalf of the customer, the customer remains the domain
owner;
myls can act as a technical contact.

7.2 The customer will provide instructions for the domain transfer in good time before the end
of the contract.
If this does not happen, myls can let the domain expire or manage it in trust.

7.3 A domain transfer during the contract period does not release the customer from
the contractual payment obligation, provided that the agreed services continue to be
provided
can be provided or have already been provided.

7.4 After all claims have been settled, the following will be carried out at the customer’s
request:
Domain transfer.

8. Technical Services
8.1 myls guarantees high availability of hosting and email services, but may
We cannot guarantee uninterrupted use.

8.2 In the absence of an explicitly agreed-upon backup solution in the contract, the data
backup is the responsibility of the customer.
exclusively for the customer. With an included backup solution, myls performs…
Perform regular backups; restoration may incur costs.

8.3 Maintenance work may cause temporary disruptions. myls carries out
Maintenance work will be carried out at off-peak times whenever possible and the customer
will be informed.
In advance, insofar as reasonable. This does not, however, give rise to a right to a reduction in
remuneration.

9. Data protection and order processing
9.1 The processing of personal data is carried out in accordance with the Swiss Data
Protection Act.
(DSG) and, where applicable, the EU General Data Protection Regulation (GDPR). Details
The current privacy policy on the myls website governs this.

9.2 Insofar as myls processes personal data on behalf of the customer, myls is considered to
be
The data processor is the customer as the controller within the meaning of data protection
law.

10. Prices and Payment Terms
10.1 Invoices are payable within thirty days of receipt without deduction, unless otherwise
stated.
agreed otherwise.

10.2 If the customer fails to meet his obligations in a timely manner, he will be at risk upon
expiry
Payment is due by the due date stated on the invoice without further notice.
In the event of default, default interest of 5% p.a. is owed in accordance with Art. 104 of the
Swiss Code of Obligations.

10.3 myls reserves the right to pursue debt collection proceedings if payment remains
outstanding.
bring all costs incurred as a result (e.g. reminder fees,
The customer bears the costs of collection and legal fees; the assertion of further claims
Damages for delay remain reserved.

10.4 myls may be reduced in certain cases (e.g. new customers, high order values,
creditworthiness doubts)
They exclusively require payment in advance or a reasonable prepayment.
In these cases, processing will only begin after payment has been received.

10.5 If the customer receives an invoice despite at least one reminder and a
If the payment remains in arrears after a ten-day grace period, myls is entitled to terminate
the contract for good cause and claim damages in the amount of the outstanding balance.
To claim lost remuneration at the end of the minimum contract period.

10.6 myls is entitled to charge recurring prices (subscriptions, service fees,
Maintenance fees) to be adjusted at the beginning of a new contract year.
Price increases will be communicated to the customer at least thirty days in advance in a
suitable form.
(e.g., via email). If the increase exceeds 10% compared to the previous price,
Is the customer entitled to terminate the contract effective from the date the increase comes
into force?
to give notice in writing.

11. Liability
11.1 myls is only liable for direct damages in cases of intent or gross negligence.
further liability – in particular for slight negligence, indirect damages,
Consequential damages, lost profits, data loss, availability of
Third-party platforms or defective services from third parties – is excluded to the extent that
Legally permissible (Art. 100 OR).

11.2 Liability for auxiliary persons is excluded to the same extent (Art. 101 para. 2 OR).

11.3 The customer is liable for damages resulting from a breach of his contractual obligations.
(including obligations to cooperate, legal infringements through content, etc.) arise, and
represents
myls is released from all third-party claims in this context.

11.4 Mandatory statutory liability provisions, in particular for personal injury,
Reservations remain reserved.

12. Warranty
12.1 Obvious defects must be reported by the customer within ten working days of
The delivery or activation of the service must be objected to in writing. If this objection is not
submitted within the specified timeframe, it must be submitted in writing.
If a complaint is made, the services are considered approved.

12.2 myls will remedy properly reported defects at its own discretion by
Repair or replacement. A reasonable number of
If attempts to rectify the situation fail, the customer can demand a reasonable reduction in
the price.
Demand compensation.

12.3 Further warranty claims, in particular claims for damages, are
Excluded, unless there is intent or gross negligence.

12.4 Liability in connection with warranty is limited to the amount that
myls billed for the disputed services in the last year of the contract.

13. Force Majeure
13.1 Force majeure includes events beyond the control of the affected party.
(e.g. natural disasters, war, terrorist attacks, strikes, government interventions, pandemics,
Network outages, widespread disruptions at infrastructure or cloud providers).

13.2 In cases of force majeure, both parties are released from liability for the duration of the
event and in the
Exempts from the obligation to perform to the extent of its effects; deadlines are extended.
accordingly.

13.3 The affected party shall inform the other party immediately of the start and end of the
event.
of the event and its likely impact on services.

14. Changes to the Terms and Conditions
14.1 Changes to these Terms and Conditions will be communicated to the customer at least
thirty days in advance.
Significant changes will be communicated in a suitable form (e.g., via email, customer portal).
are particularly highlighted.

14.2 If the customer does not object to the amended terms and conditions in writing within
the notified period,
The new terms and conditions are considered accepted.

14.3 The customer can terminate the contract on the date the amendment to the General
Terms and Conditions comes into effect.
He must give notice in writing if the changes are unacceptable to him.

15. Written form and electronic communication
15.1 Amendments and additions to the contract, including this written form clause,
They require written form.

15.2 Electronic form (e.g. email, PDF, electronic signature) is considered equivalent to written
form, provided that
a handwritten signature is not explicitly required.

15.3 Notices are deemed to have been received when they are sent to the postal address
specified in the contract.
The address or the email address on file were sent.

16. Severability Clause
Should any provision of these Terms and Conditions be or become invalid or unenforceable,
This does not affect the validity of the remaining provisions. In place of the ineffective
provisions…
For this provision, the effective regulation that best serves the economic interests of the
parties is deemed to be agreed upon.
closest to the purpose of the ineffective provision.

17. Jurisdiction and applicable law
17.1 Exclusive place of jurisdiction for all disputes arising from or in connection with
uThe registered office of myls AG is located within this contractual relationship.

17.2 Swiss law shall apply exclusively, excluding its conflict of laws rules and
international agreements.