GTC

The main concern of i-STARS Peter Bertschinger is customer satisfaction. That is why these GTC
the basis of a fair contractual relationship.

1. Scope and period of validity

1.1 The General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all offers from i-STARS Peter
Bertschinger (hereinafter referred to as ‘i-STARS’) and to all service contracts as well as seminars and workshops of the same
workshops with its customers (hereinafter referred to as ‘contractual partners’, irrespective of the content and legal nature of the of the consulting, seminar and other services offered or provided.

1.2 The services and offers of i-STARS are provided exclusively on the basis of these GTC. Insofar as consultancy offers
or service contracts of i-STARS contain additional or superseding written provisions that deviate in part or in full from the following General Terms and Conditions in part or in full, the individually offered provisions shall take precedence over these
provisions shall take precedence over these terms and conditions. Deviating or additional conditions on the part of the contractual partner are only effective if they have been confirmed in writing by i-STARS.

1.3 If the contractual partner also uses the services of third parties via i-STARS or without the cooperation of i-STARS, the contractual partner is the contractual partner himself is responsible for compliance with these terms of use by the third-party providers and can be held be held directly liable in the event of damage or improper or inappropriate use.

1.4 The validity of these GTC shall also apply to future service contracts. A valid version of the current
valid version of the current GTC can be found on the company homepage, as well as attached to the contract documents.

1.5 Any changes to the existing GTC shall be notified to the contractual partner in writing at the e-mail address provided.
address provided. The amendments shall be deemed to have been approved unless the contractual partner objects in writing within a period of 10 working days after dispatch.

2. duty of care, co-operation of the contractual partner, confidentiality and exclusivity

2.1 i-STARS undertakes to provide the services with the utmost care. Nevertheless, i-STARS reserves the right to
right to adapt or deviate from the discussed services even after the conclusion of a contract the changes or deviations are customary in the trade or insignificant and do not affect or hinder any guaranteed quality or has an obstructive effect.

2.2 The contractual partner undertakes to perform all acts of co-operation necessary for the implementation of the
necessary for the implementation of the agreement and to fully support i-STARS within the framework of the agreement,
in particular to provide data, documents and the working environment as well as to check the concepts submitted to him,
publications and other measures submitted to it and to approve them within a reasonable period of time. The contractual partner shall designate one or more persons who are authorised to make decisions regarding the subject matter of the agreement. All costs arising arising from the fulfilment of the contractual partner’s duty to cooperate shall be borne by the contractual partner alone. If i-STARS incurs additional expenses because the contractual partner has not or only incompletely fulfilled its duty to cooperate these will be additionally invoiced to the contractual partner by i-STARS.

2.3 In the event of particular urgency, i-STARS shall be authorised to set a reasonable deadline, notifying the reasonable, useful deadline within which authorisation must be granted. If there is no reaction by the contractual partner within the set deadline, the content to be reviewed shall be deemed approved.

2.4 The contractual partner undertakes to inform i-STARS comprehensively and in good time of any circumstances that occur
which could be of significance for the provision of the contractual services.

2.5 In the event of non-fulfilment or breach of the obligation to cooperate, i-STARS is no longer obliged to perform additional services. Any liability is excluded in so far as possible.

2.6 Both i-STARS and the contractual partner undertake to keep the information and documents they receive in the course of their mutual contact secret information and documents received in the course of their mutual contact, not to disclose them to third parties, make them accessible to third parties, make it accessible or use it for third parties. Involved employees and third parties must be informed of the confidentiality obligation and involved in it in an appropriate manner. The duty of confidentiality
begins with the first contact and continues for the duration of any co-operation. Not means of communication created by i-STARS that have been approved for use in the public domain are not considered secret public space. The same applies to concepts that were developed as an idea for the contractual partner but were not used.

2.7 Unless otherwise agreed in writing, i-STARS is authorised at any time to work for several contractual partners from the same industry without favouring or prioritising interests.

3. Position of offers, conclusion of contract

3.1 A customised quotation is prepared after a detailed initial discussion which serves to determine the customer’s needs and the scope of the order more precisely.

3.2 The preparation of detailed quotations and drafts shall in principle give rise to a claim for remuneration based on the hourly rates stated in the quotation and based on the hourly rates stated in the offer.

3.3 Customised quotations shall be invoiced on a time and material basis; the rates specified under 6.1 shall apply. Quotations will not be invoiced if they are made as a result of an order being placed and fully implemented.

3.4 i-STARS does not take part in free competitive presentations. For pitches (design or concept presentations)
i-STARS is entitled to an appropriate fee (guideline: 10% of the expected order volume, or at least CHF 2,000), which covers at least the entire personnel and material expenses for the presentation as well as the costs of all external services.

3.5 The documents submitted by i-STARS in paper or electronic form, offers, drafts and concept proposals remain the intellectual property of i-STARS and are protected by copyright. Any use is not permitted. Disclosure to third parties, publication, reproduction, distribution or other use is prohibited without the express consent of i-STARS.

3.6 In the event that the order does not materialise, all documents referred to in 3.5 must be returned to i-STARS
or the transmitted electronic data must be destroyed. If the ideas and concepts ideas and concepts for the solution of Go-to-Market Initiatives, Sales & Business Development as a Service and Digital Transformation Strategies are not utilised, i-STARS is entitled to use the ideas and concepts presented elsewhere.

3.7 Service contracts between i-STARS and the contractual partner only come into effect upon written confirmation or
by the direct execution of the order by i-STARS in accordance with the existing agreement.

3.8 i-STARS shall remain free to provide any additional contractual service until the legally valid written conclusion of the contract.

3.9 Unless otherwise agreed, the order shall be placed in writing and shall include the consent of the Client to the
present offer (services and prices) and the GTC.

3.10 i-STARS reserves the right to withdraw from the contract within 7 working days of placing the order.

3.11 i-STARS explicitly directs all of its offers in its product range only to commercial B2B customers, freelancers,
public corporations, foundations and associations. Should i-STARS become aware after the conclusion of the
contract, i-STARS becomes aware that the contractual partner is not or does not represent one of the listed entities,
i-STARS may declare the cancellation of the contract within a reasonable period of time.

4. Subject matter of the contract, copyright and rights of use

4.1 Unless only an order contract (consulting services) within the meaning of Art. 394 et seq. of the Swiss Code of Obligations has been concluded, the order placed with i-STARS, in particular in the case of the provision of online services of any kind, falls under the legal applicability of a contract for work and labour within the meaning of Art. 10 para. 1 et seq, falls under the legal applicability of a contract for work within the meaning of Art. 10 para. 1 ff. of the Copyright Act. The following paragraphs refer to contracts for work.

4.2 The object of the contract for work is the creation of a work and the granting of rights of use in the sense of a licence.
rights of use in the sense of a licence. The subject matter of the contract is not the examination of the admissibility of the work of i-STARS under competition law. i-STARS is not obliged to check the eligibility for registration or usability of a trademark or other registrability or usability. The contractual partner is responsible for researching and checking the eligibility for industrial property rights.

4.3 Every work created by i-STARS is protected by copyright irrespective of whether it is recorded on a medium or not.

4.4 All work, drafts and proposals are subject to Swiss copyright law. The parties agree to apply the provisions of the Copyright Act to the extent permitted, even in the event that the necessary protection requirements are not met in individual cases. In addition, the parties are entitled to copyright claims for damages.

4.5 i-STARS shall transfer to the contractual partner, upon full payment of the remuneration claim resulting from the order, i-STARS transfers to the contractual partner a simple right of use, unrestricted in terms of time, space and content, in the form of a licence to use the work.

4.6 The transfer of rights of use or the granting of sub-licences to third parties requires the prior express written consent of i-STARS.

4.7 The contractual works may not be modified without the express consent of i-STARS.

4.8 i-STARS shall be authorised by agreement between the parties to reproduce, distribute or otherwise publish or cite the work as a copyright holder.

4.9 The wilful omission of information on the source and author, as well as unauthorised reproduction or other publication is unlawful. Any violation or infringement of the copyrights of i-STARS will be legally prosecuted and liable to pay damages to i-STARS. The amount of damages shall be determined by the judge of the court at the place of jurisdiction of the registered office of i-STARS.

4.10 Without the express consent of i-STARS, the contractual partner is not entitled to use the work or parts thereof as a trade mark or other industrial property right.

5. Services, acceptance of services, scope of delivery and delivery dates

5.1 Unless otherwise agreed, the delivery of services shall be made electronically, for example by accessing the server or otherwise making the data available.

5.2 Services and work results performed and completed by i-STARS and known to the contractual partner must be checked by the contractual partner. Without written objection by the contractual partner within 5 working days, these shall be deemed to have been accepted, even if the contractual partner has failed to carry out the inspection. Acceptance cannot be revoked by the contractual partner.

5.3 If I-STARS is prevented from delivering due to hidden or unexpected additional expenses, official intervention, non-delivery by suppliers and third parties suppliers, illness of employees, force majeure or other events that prevent I-STARS through no fault of its own, the delivery or service period shall be extended by the duration of the hindrance and a reasonable period for resumption after the end of the hindrance. In particular, if i-STARS is waiting for information or necessary co-operation from the contractual partner.

6. Remuneration and expenses

6.1 The price agreed with the contractual partner shall be decisive for the remuneration. In the absence of such an
agreement, the following rates shall be deemed agreed:

Hourly rate or daily rate (based on 8 hours per day)
Senior Advisor CHF 225.00 / CHF 1’800.00 excl. VAT
Project management CHF 200.00 / CHF 1’600.00 excl. VAT

6.2 All services provided by i-STARS that are not expressly covered by the agreed fee shall be remunerated separately by the contractual partner. This applies in particular to all ancillary services provided by i-STARS.

6.3 Unless otherwise agreed, any travelling and travel expenses incurred shall be charged to the contractual partner at cost. Expenses are always calculated from the registered office of i-STARS to the location of the contractual partner.

6.4 The hourly rate of CHF 120 shall be deemed agreed for travelling time. If the journey is made by vehicle, an additional CHF 1.00 shall be charged per kilometre driven. If the journey is made by public transport the customer will be charged the actual expenses for the tickets (plane: economy; train: 1st class).

Expenses for motorway tolls, taxis, hotel accommodation (3 and more stars), meals, parking fees, etc. will be invoiced on the basis of actual costs. Expenses that may arise due to postponements or cancellations, e.g. cancellation costs for flights, hotel accommodation, etc., will be charged to the contractual partner.

6.5 If third-party software or licences are required for the provision of the service, these must be provided by the contractual partner. If corresponding licences are not made available, i-STARS shall be entitled to invoice the charge the contractual partner for the licence costs and additional expenses incurred.

6.6 Unless otherwise agreed, payment for services shall be made in two instalments. The first payment of 50% of the order amount after the order has been placed, the remaining payment after the work has been handed over or completion of the order. i-STARS is entitled to suspend work on the product or service as long as the contractual partner is in arrears with an instalment.

6.7 Invoice amounts in favour of i-STARS are due within 10 working days after receipt of the invoice without any
deduction, unless another payment agreement has been noted. After expiry of this period, the contractual partner is in
default of payment.

6.8 The contractual partner may only assert undisputed or legally established claims against i-STARS. A reduction of the remuneration or retention of the remuneration for services can only be claimed insofar as entitled to do so under the respective contract.

6.9 All prices are exclusive of VAT. If the services are provided outside Switzerland, all services shall be invoiced
without VAT. For VAT invoicing outside Switzerland, the VAT assumption of tax liability in accordance with the local legislation of the country in question.

7. Applicable law and place of jurisdiction

This contractual relationship shall be governed exclusively by Swiss law. The exclusive
place of jurisdiction is the registered office of i-STARS in Küssnacht am Rigi.

Peter Bertschinger
Founder & CEO
i-STARS
Bahnhofstrasse 7
6403 Küssnacht am Rigi SZ