Terms & Conditions

Preamble and Scope

Klarino is a service of Byteful GmbH, UID CHE-444.024.798 (hereinafter "Klarino", "we" or "us"). Klarino provides its customers (hereinafter "Customer") with a configurable low-code platform, accessed over the internet, for building and managing custom applications, data schemas and business processes (hereinafter "Platform").

These General Terms and Conditions (hereinafter "GTC") govern the provision and use of the Platform and of the website klarino.app and all of its subdomains (together, the "Services"). By taking out a Subscription or using the Services, the Customer agrees to these GTC.

The Customer's own general terms and conditions do not apply, even where Klarino does not expressly object to them. Individual written agreements between Klarino and the Customer take precedence over these GTC (Section 13.6).

Definitions

The following terms have the same meaning throughout these GTC:

• "Subscription": the usage relationship for the Services entered into by the Customer, whether free of charge or paid, together with the associated terms set out in the License Plans and billing intervals offered on the website at the time (Section 5.1).
• "Billing Period": one (1) month for a monthly Subscription and twelve (12) months for an annual Subscription. Each period runs from the start of the contract term or from the relevant renewal.
• "License Fee": the fee owed for a Billing Period under the License Plan and Subscription.
• "License Plan": the pricing tier chosen by the Customer, including any add-on modules, which determines the Platform's scope of features and its pricing terms.
• "Customer Data": all data, content and information that the Customer or its Users enter, upload or otherwise provide while using the Services.
• "Users": natural persons to whom the Customer grants access to the Platform, including the Customer's employees and agents.
• "Written form" / "in writing": unless stated otherwise, text form by email is sufficient. Notices to Klarino must be sent to [email protected].

1. Conclusion of Contract and Registration

1.1 Conclusion of contract. The contract is concluded when the Customer takes out a Subscription via the website and Klarino activates access, or when the Customer signs an offer from Klarino. The presentation of License Plans on the website is not a binding offer.

1.2 User groups. The free plan is open to businesses and to private individuals of legal age. Paid Subscriptions are intended only for businesses and organisations, and for persons acting in the course of their commercial or independent professional activity (B2B). By taking out a paid Subscription, the Customer confirms that it will use the Services in that capacity, and the person taking out the Subscription confirms that they are authorised to represent the Customer. The Customer is responsible for the accuracy of these confirmations.

1.3 Contact details. The Customer provides truthful information when registering and keeps its contact and billing details up to date at all times.

1.4 Operating model. The Platform is provided only as a cloud service (Software as a Service) on the infrastructure of Klarino or its hosting providers. Any other operating model, in particular operation on the Customer's infrastructure, requires an individual written agreement.

2. Grant of License

For the duration of the contract term, Klarino grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable license to use the Platform within the scope of the chosen License Plan and for its own business or professional purposes.

Klarino activates access after the contract is concluded. Klarino may make activation conditional on receipt of the first License Fee.

3. Operation of the Platform and Scope of Services

3.1 Provision. Klarino provides the Platform as a cloud service via the servers of Klarino or its hosting providers. The Customer accesses the Platform through a web browser or the documented interfaces. Klarino is responsible for operating, maintaining and securing the server infrastructure.

3.2 Availability. Klarino endeavours to ensure high availability of the Platform. Specific availability targets apply only if they have been agreed in a separate service level agreement ("SLA"). Excluded are scheduled maintenance and disruptions outside Klarino's control, in particular force majeure (e.g. natural disasters, pandemics, war, measures by public authorities, strikes or severe cyberattacks on third-party infrastructure). Klarino restores operation as quickly as possible.

Where possible, scheduled maintenance is announced by email at least 48 hours in advance. Klarino may carry out unannounced maintenance where this is necessary to maintain operational or data security.

3.3 Support. Klarino provides support in line with the service levels defined in the License Plan. If no support level has been agreed, support is provided on a best-effort basis and subject to availability. The Customer is entitled to specific response times or a specific scope of support only if these have been agreed in writing in an SLA.

3.4 Backups. Klarino makes daily backups of the Platform and of Customer Data and retains them for between 7 and 30 days. These backups serve mainly to restore the Platform after technical failures or data loss. They are not an individual archiving or backup service for the Customer.

To the extent permitted by law, Klarino does not warrant that any individual data or any particular earlier state of the data can be restored from a backup at any time.

3.5 Changes to the Platform. Klarino may update, modify or extend the Platform at any time, provided that the essential features of the booked License Plan are preserved. Material changes are announced in good time, as a rule at least 14 days in advance. This does not apply to changes required by law or needed to avert security risks immediately. Changes do not entitle the Customer to terminate early or to a price reduction, unless essential features of the booked License Plan are permanently impaired. In that case, the Customer may terminate the contract with effect from the date on which the change takes effect.

3.6 Subcontractors. Klarino may engage subcontractors (e.g. hosting providers, payment service providers, support partners) to perform its obligations. Klarino is liable for their acts as for its own.

3.7 Third-party services and integrations. The Platform may offer interfaces to third-party services or enable their use. Such services are subject to the terms and availability of the relevant third-party provider. Klarino has no influence over changes to, restrictions on or the discontinuation of such services and does not guarantee their continued availability or compatibility.

Klarino may modify or discontinue integrations where this is required by changes made by a third-party provider, or where continuing to operate them can no longer reasonably be expected of Klarino. Where possible, Klarino informs affected Customers of material changes in advance.

3.8 AI features. As part of the Services, Klarino offers features based on artificial intelligence ("AI Features"). Where required by law, these features are identified within the Platform as AI-powered.

The scope of use (e.g. the monthly quota of credits) depends on the License Plan and, for certain License Plans, can be extended with Boosters (Section 5.6). Once the quota is used up, AI Features may be restricted until the start of the following month. AI Features may use third-party services, and the inputs provided by the Customer ("Input") are transmitted to those providers for this purpose. The Customer acknowledges that the generated results ("Output") are produced automatically and may be incomplete or incorrect. The Customer alone is responsible for reviewing and using the Output. AI Features are provided "as is". To the extent permitted by law, Klarino is not liable for damage arising from the use of Output.

Klarino does not use Customer Data or Input to train general AI models. Where Klarino uses third-party providers for AI Features, personal data is transmitted and processed in accordance with the Data Processing Agreement (Section 9.3).

3.9 Suspension. Klarino may suspend access to the Platform in whole or in part if:

• there are reasonable grounds to suspect misuse of access credentials or unauthorised access;
• the use violates applicable law or these GTC, or is likely to cause significant harm to Klarino's reputation;
• suspension is necessary for technical reasons or under an order of a public authority or court;
• the Customer is in default of payment (Section 5.4); or
• the Customer has not provided reachable contact details.

Klarino notifies the Customer at least one business day in advance, where this is reasonable and consistent with the purpose of the suspension. The suspension is lifted as soon as its cause no longer applies. Customer Data is deleted only in accordance with Sections 6.4, 6.5 and 6.6.

4. Customer Obligations

4.1 Technical requirements. The Customer is responsible for its own internet access and the hardware and software it needs (e.g. browser, devices). The Customer has no right of access to the Platform's source code.

4.2 Access and security. The Customer keeps its access credentials and those of its Users secret and protects them from access by third parties. The Customer is responsible for assigning access and user permissions appropriately, removing access that is no longer needed, and adequately protecting API keys, access tokens and similar means of access.

The Customer is responsible for activities carried out through access it or its Users have authorised, unless those activities result from a breach of Klarino's security obligations for which Klarino is responsible. The Customer informs Klarino without delay if it suspects misuse or unauthorised access.

4.3 Lawful use. The Customer alone is responsible for the lawfulness of its use and of all Customer Data, in particular with regard to data protection, copyright and personality rights. The Customer ensures that its Users comply with these GTC.

4.4 Own backups. Independently of the backups under Section 3.4, the Customer is advised to back up business-critical Customer Data regularly using the Platform's export functions.

4.5 Configuration of Customer applications. The Customer is responsible for the configurations it makes to its Customer applications, in particular user roles, access permissions, sharing settings, workflows and the choice of data to be processed. Klarino is not obliged to check the Customer's configurations for suitability or lawfulness.

5. Prices, Payment and Invoicing

5.1 Subscriptions. The Customer chooses between the following Subscriptions:

• Free plan: the Platform can be used free of charge with the limited scope of features described on the website.
• Monthly Subscription: the License Fee is paid monthly in advance.
• Annual Subscription: the License Fee is paid for twelve (12) months in advance. In return, Klarino grants a discount compared with the monthly Subscription, according to the prices shown on the website or in the offer.

The License Fee covers the features included in the chosen License Plan for the relevant Billing Period.

Klarino may change the scope of features of the free plan at any time, or discontinue the free plan with 30 days' notice. The free plan includes no entitlement to support and no availability commitment.

5.2 Due date and payment methods. The License Fee is owed in advance for the entire Billing Period: first when the contract is concluded, and then at the start of each subsequent Billing Period. Invoices must be paid within 30 days of the invoice date. For payment by credit card or another payment service offered on the website, the amount is charged automatically at the start of each Billing Period, and the Customer authorises Klarino and its payment service provider to do so.

5.3 Prices, currency and price changes. The prices shown on the website or in the offer at the time of ordering apply.

Currency. Klarino offers prices in Swiss francs (CHF), euros (EUR) and US dollars (USD). The Customer chooses the billing currency when ordering, and billing is in that currency. Prices in EUR and USD are list prices set by Klarino, not a daily conversion of the CHF price. The chosen currency applies for the entire term of the Subscription, including renewals, add-on packages (Boosters) and plan changes. The currency can be changed only by cancelling and taking out a new Subscription, or after consulting support. If no currency is chosen, or no choice is available, CHF applies.

Exchange rates and fees. If the Customer's bank or card issuer converts the charged amount into the Customer's currency, that bank or card issuer may apply its own exchange rates and fees. These are set by the bank or card issuer and are borne by the Customer.

Taxes. All prices are exclusive of statutory value added tax or comparable taxes, where applicable. Tax is calculated on the basis of the billing address provided by the Customer and shown separately on the invoice.

Price changes. Klarino may adjust prices (in any currency offered) with effect from the next Billing Period. Price changes are notified in writing at least 60 days before they take effect for annual Subscriptions and at least 30 days before for monthly Subscriptions. If the Customer does not accept a price change, it may terminate the contract with effect from the date on which the change takes effect.

5.4 Default of payment. If the Customer is in default of payment and a written payment reminder period of 14 days has expired, Klarino may suspend access to the Platform, or downgrade it to a restricted access mode, until the outstanding amount has been paid in full. If the amount is still unpaid 30 days after the reminder period has expired, Klarino may terminate the contract for cause (Section 6.3).

5.5 Refunds. License Fees paid are, as a rule, not refunded, in whole or in part. This applies in particular where the Platform is not used, where the Customer terminates, or where the Customer breaches these GTC. Klarino may, at its own discretion, grant refunds, credits or discounts in individual cases. If Klarino terminates the contract for reasons not attributable to the Customer, or if the Customer terminates for cause under Section 3.5 or 10.4, Klarino refunds the unused portion of the License Fee pro rata.

5.6 Upgrades and reductions. During a current Billing Period, the Customer may at any time book additional capacity via the Platform, for example for AI tokens, storage or records ("Boosters"), where its License Plan allows this. Boosters are available immediately. The fee is calculated pro rata temporis for the rest of the Billing Period and is due no later than with the next invoice. From the next Billing Period onwards, it is billed together with the regular License Fee. Boosters form part of the Subscription and renew with it. The Customer may reduce or cancel Boosters at any time via the Platform, with effect from the end of the current Billing Period. Until then, the paid capacity remains available. Fees already paid are not refunded.

5.7 Changing Subscription. The Customer may switch from the free plan to a paid Subscription at any time, with immediate effect. The Customer may switch from a monthly to an annual Subscription at any time, with immediate effect, and the difference for the rest of the current Billing Period is charged pro rata. Switching from an annual to a monthly Subscription is not possible via the Platform. It can be requested from support and takes effect no earlier than the end of the current Billing Period. A switch from a paid Subscription to the free plan takes effect at the end of the current Billing Period. Fees already paid are not refunded.

6. Term and Termination

6.1 Term. The contract is concluded for the length of the chosen Billing Period, i.e. one (1) month for a monthly Subscription or twelve (12) months for an annual Subscription. It renews automatically for further Billing Periods of the same length unless terminated in time.

The free plan is concluded for an indefinite period.

6.2 Termination by the Customer. The Customer may terminate the contract in writing or via the Platform's account settings as follows:

• Free plan: at any time, with immediate effect.
• Paid Subscription (monthly or annual): at any time, with effect from the end of the current Billing Period. Notice must be given before the Billing Period ends; otherwise the Subscription renews for a further Billing Period. Fees already paid are not refunded.

If notice is not given in time, the contract renews and the License Fee for the following Billing Period becomes due. The termination rights under Sections 5.3 and 10.4 remain reserved.

6.3 Termination by Klarino. Klarino may terminate paid Subscriptions with 30 days' notice to the end of a Billing Period, and the free plan with 30 days' notice. The right to terminate for good cause remains reserved, in particular in the event of:

• a serious or repeated breach of these GTC by the Customer, especially of Section 7;
• default of payment under Section 5.4;
• the opening of bankruptcy proceedings, a composition moratorium or a comparable event affecting the Customer.

If the contract is terminated for cause because of a breach by the Customer, the Customer has no claim to a refund of fees already paid.

6.4 Inactive accounts. Klarino may delete accounts on the free plan, or without a current contract, that have shown no activity for more than two years. Klarino announces the deletion in advance by email and gives a period of at least 30 days to reactivate the account or export the data.

If Klarino offers temporary trial workspaces (e.g. for trying out the Platform without registering), these are permanently deleted, together with all data entered in them, automatically and without further notice once the trial period shown at creation has expired, unless they have been converted into a regular account beforehand. Trial workspaces are not intended for productive data or for personal data of third parties.

6.5 Termination of paid Subscriptions and access to data. If the Customer terminates a paid Subscription, it ends when the current Billing Period expires. The Customer account is then moved to the free plan ("Free"). The stored Customer Data is retained and remains accessible.

If the volume of data or usage exceeds the capacity limits of the Free plan, the Customer cannot create any further data. Features that exceed these limits (e.g. automations, synchronisations, AI Features) may be restricted or paused until usage is back within the limits or a paid plan is chosen again.

The Customer may export its data at any time using the export functions available in the Platform. On request by email, Klarino also provides a full export of the Customer Data in a common machine-readable format. The Customer has no right to be provided with the Platform itself, its source code, or Klarino's internal technical structures and configurations.

Access to data when Klarino ends the contract. If Klarino terminates the contract with notice (Section 6.3) or discontinues the free plan (Section 5.1), the Customer may continue to access its Customer Data read-only, and export it, for 30 days after the contract ends; Section 6.5 para. 3 applies accordingly. If Klarino terminates for cause, Klarino provides the Customer with a full export on request within the same period, unless statutory obligations or orders of public authorities prevent this. Once the period has expired, the Customer Data is deleted in accordance with Section 6.6 para. 3. Klarino notifies the Customer of this by email in advance.

6.6 Deletion of the account. The Customer may delete its account itself at any time via the account settings. Deletion counts as termination with immediate effect; to that extent, Section 6.2 does not apply. Fees already paid are not refunded (Section 5.5).

On deletion, all outstanding amounts become due immediately and are charged to the stored payment method. This includes pro rata fees for Boosters (Section 5.6) that would otherwise only have become due with the next invoice. If an outstanding amount cannot be charged, the account can be deleted only once that amount has been paid in full.

On deletion, the Customer Data is removed from the active systems immediately and permanently. It cannot be restored; the Customer is responsible for exporting its data beforehand (Section 6.5). Copies in backups are permanently deleted as part of the regular rotation, and no later than 30 days after deletion. This does not apply to data that Klarino retains for the required period because of statutory retention obligations (e.g. accounting records) or legitimate interests (e.g. security logs).

6.7 Survival. The following provisions survive the end of the contract: Section 5 (payment obligations), Sections 6.5 and 6.6 (access to data and deletion), Section 8 (intellectual property, including removal of the reference listing under Section 8.4), Section 9 (data protection), Section 11 (liability), Section 12 (confidentiality) and Section 13 (final provisions).

7. Restrictions on Use

The Customer and its Users may use the Platform only in accordance with these GTC. In particular, the following are prohibited:

• Copying: copying, reproducing or otherwise duplicating the Platform or any part of it;
• Reverse engineering: deriving the Platform's source code, underlying algorithms, know-how or architecture by decompiling, disassembling or any other method, except where mandatory law permits this;
• Modifying the code: modifying, adapting or translating the Platform's source code, or creating derivative works;
• Distribution and resale: selling, renting, lending or sublicensing the Platform in whole or in part, or otherwise making it available to third parties, in particular reselling it commercially as a stand-alone product or as part of a product;
• Unauthorised access: circumventing technical security mechanisms, or gaining unauthorised access to parts of the Platform or to connected systems or networks;
• Automated access: accessing the Platform in bulk by automated means (e.g. bots, scrapers) without Klarino's prior written consent. Use of the official, documented interfaces (API) within the scope of the License Plan remains permitted;
• Excessive load: taking actions that place a disproportionate load on the Platform's infrastructure;
• Unlawful use: using the Platform to process unlawful content, to distribute malware or for any other unlawful purpose;
• Excluded industries: using the Platform for gambling or pornographic content, even where this is lawful. Activities connected with drug trafficking, human trafficking or child abuse are prohibited in all cases.

If the Customer or any of its Users breaches this Section 7, Klarino may suspend access with immediate effect and terminate the contract for cause.

8. Intellectual Property

8.1 Klarino's rights. Klarino is the sole owner of all intellectual property rights in the Platform, including its source code, design, architecture, trademarks and logos. These GTC do not transfer any ownership rights in the Platform to the Customer. The Customer receives only the right of use under Section 2.

8.2 Customer's rights in Customer Data. All rights in Customer Data remain with the Customer. Klarino processes Customer Data only to provide the Services and perform the contract, in accordance with applicable data protection law and the Data Processing Agreement (Section 9).

8.3 Customer applications. Where the Customer creates its own applications, data schemas, workflows, forms, configurations or other content while using the Platform, the rights in them remain with the Customer, to the extent they are not based on components of the Platform or other intellectual property of Klarino.

Klarino retains all rights in the Platform and in the standard components, features, libraries, templates, technologies, methods and know-how it contains or is based on, regardless of whether they are used in a Customer application.

8.4 Reference listing. During the contract term, Klarino may name Customers that are legal entities or organisations as references, using their company name and logo, in particular on Klarino's website and in presentations. The logo is used unchanged and in accordance with any brand guidelines of the Customer; this does not imply any endorsement by the Customer. Further information (e.g. case studies, quotes, contract details) requires the Customer's separate consent. The Customer may object to the reference listing at any time in text form (e.g. by email to [email protected]). In that case, and after the contract ends, Klarino removes the listing from its digital channels within 30 days; materials already distributed are not affected.

9. Data Protection

9.1 Klarino processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the European Union's General Data Protection Regulation (GDPR).

9.2 For personal data that Klarino processes as controller for its own purposes (in particular account, contract and billing data), Klarino's Privacy Policy applies, available at klarino.app/privacy.

9.3 For personal data that Klarino processes on behalf of the Customer as part of the Services (in particular the Customer Data entered by the Customer in Klarino), Klarino's Data Processing Agreement (DPA) applies, available at klarino.app/dpa. The DPA forms part of the contract and is agreed when the contract is concluded. In the event of any conflict, the DPA takes precedence over these GTC with regard to the processing of personal data. If the parties have concluded an individual DPA, that DPA takes precedence.

9.4 As controller, the Customer alone is responsible for the lawful collection and processing of Customer Data and for obtaining any consents required from third parties.

10. Warranty

10.1 Defect. A defect exists if the Platform deviates materially from the scope of features described in the License Plan. Minor deviations, and impairments caused by use contrary to the contract, by the Customer's hardware or software, or by third-party influences, are not defects.

10.2 Remedy. Klarino remedies reported defects within a reasonable period after receiving a written defect notice, at its own choice either by correcting the defect or by providing the Services again. Instructions that enable the Customer to work around the defect in a reasonable way also count as a sufficient remedy.

10.3 Price reduction. If a defect reported in writing is still not remedied, for reasons attributable to Klarino, within a reasonable grace period of at least 14 days, the Customer may request a reduction of the License Fee. The reduction is measured by the extent to which the defect impairs the Platform's fitness for use, and covers only the period from the end of the grace period until the defect is remedied. For each calendar month, it is capped at the License Fee owed for that month (for annual billing, 1/12 of the annual fee; hereinafter the "Monthly Amount"). The reduction is granted as a credit, which is offset against the next invoice and paid out only when the contract ends. Credits granted voluntarily by Klarino and, where a service level agreement has been agreed, credits under it are counted towards the reduction.

10.4 Termination for repeated defects. If the reduction under Section 10.3 reaches 100% of the Monthly Amount in two consecutive calendar months, or in two calendar months within one calendar quarter, the Customer may terminate the contract for cause with immediate effect. In that case, Klarino refunds the unused portion of the License Fee pro rata.

10.5 Defects in title. If the contractual use of the Services is impaired by third-party rights, Klarino may, at its own choice, either obtain the necessary rights of use for the Customer or modify the Services so that they no longer infringe the third-party rights.

10.6 Exclusion. Any further warranty claims are excluded to the extent permitted by law.

11. Liability

11.1 Scope of liability. Klarino has unlimited liability for damage caused intentionally or through gross negligence, and for damage resulting from injury to life, body or health. In all other cases, Klarino is liable only in accordance with Section 11.2. Except in the cases under sentence 1, liability for indirect and consequential damage is excluded to the extent permitted by law, in particular for lost profits, unrealised savings, reputational damage, business interruption and third-party claims. This Section 11 applies to all claims in connection with the contract, whatever their legal basis, including claims under the Data Processing Agreement and claims in tort.

11.2 Liability cap. Where liability is not unlimited under Section 11.1 sentence 1, Klarino's total liability for all damage events within one contract year is capped at the fees the Customer paid, or was contractually obliged to pay, in the twelve (12) months before the first damage event of that contract year. A contract year is each period of twelve (12) months starting on the contract start date or its anniversary. This cap also applies to damage caused by subcontractors engaged by Klarino (Section 3.6), including providers of AI models.

11.3 Further exclusions. Klarino is not liable for third-party services that the Customer connects to the Platform, nor for unauthorised access to Customer Data unless it results from a breach of Klarino's security obligations. The limitations of liability in this Section 11 also apply in favour of Klarino's officers, employees and auxiliary persons.

11.4 Indemnification. The Customer indemnifies Klarino and its officers, employees and agents against all third-party claims arising from use of the Platform contrary to the contract for which the Customer or its Users are responsible, or from an infringement of third-party rights by Customer Data. The indemnity covers damages, fines, administrative sanctions and reasonable legal fees. Klarino informs the Customer of any such claim without delay and consults the Customer before any acknowledgement or settlement.

11.5 Free plan. For services under the free plan, Klarino is liable only for intent and gross negligence and in accordance with mandatory statutory provisions. Section 11.1 sentence 1 remains reserved. Section 10 (Warranty) does not apply to the free plan.

12. Confidentiality

Each party treats the other party's confidential information as strictly confidential, does not disclose it to third parties and uses it only for the purposes of the contract. Confidential information includes in particular trade secrets, technical information, individual pricing terms, the Platform's source code, and non-public information about the Platform's features and performance.

The parties may disclose confidential information to employees, affiliated companies, advisers and engaged service providers, to the extent they need it to perform the contract or protect legitimate interests and are bound by appropriate confidentiality obligations.

The confidentiality obligation does not apply to information that is publicly known, or becomes publicly known through no fault of the receiving party; that was already lawfully known to the receiving party; or that a third party disclosed to the receiving party lawfully and without a duty of confidentiality.

Disclosure is also permitted where required by law or by an order of a public authority or court. Where legally permitted, the receiving party informs the other party of such a disclosure in advance.

The confidentiality obligation continues for five (5) years after the contract ends. For trade secrets, it continues beyond that for as long as the information is protected as a trade secret under applicable law.

13. Final Provisions

13.1 Changes to the GTC. Klarino may change these GTC by giving at least 30 days' notice by email.

Non-material changes are deemed accepted if the Customer does not object within this period. Non-material changes are those that leave license rights, fees and essential main obligations unaffected and do not put the Customer in a worse position. In its notice, Klarino expressly points out the right to object and the consequences of not objecting.

Material changes require the Customer's express consent. If the Customer does not consent by the planned effective date, or objects to a non-material change, the previous version continues to apply to that Customer. In that case, Klarino may terminate the contract with notice under Section 6.3, or with 30 days' notice for the free plan. If Klarino terminates a paid Subscription for this reason, Klarino refunds the unused portion of the License Fee pro rata (Section 5.5).

The notice period does not apply to changes required by law or to changes needed to avert security risks immediately.

13.2 Severability. If any provision of these GTC is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions is not affected. The invalid provision is replaced by a valid provision that comes as close as possible to its economic purpose.

13.3 No waiver. If a party does not assert a right or claim, this does not constitute a waiver of that right or claim. A waiver is effective only if expressly declared in writing.

13.4 Assignment. The Customer may assign or transfer rights or obligations under the contract only with Klarino's prior written consent. Klarino may transfer rights and obligations under the contract to an affiliated company or as part of a transfer of business.

13.5 Notices. Notices under these GTC are given by email. Klarino sends notices to the email address stored in the Customer account; the Customer keeps this address up to date at all times (Section 1.3).

13.6 Precedence and versions. These GTC supplement individual offers and agreements between Klarino and the Customer. In the event of any conflict, the individual agreement takes precedence. The version of these GTC in effect under Section 13.1 applies. Changes and additions to individual agreements must be made in writing.

13.7 Governing law and place of jurisdiction. The contract and all legal relationships between Klarino and the Customer are governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the registered office of Byteful GmbH in Winterthur, Switzerland. Klarino may also bring proceedings against the Customer at the Customer's registered office. For private individuals, the mandatory consumer protection provisions of their country of residence and mandatory statutory places of jurisdiction remain reserved.